<PAGE>

                                                                    EXHIBIT 10.4




               AMENDED AND RESTATED AMERICAN PACIFIC CORPORATION

                          DEFINED BENEFIT PENSION PLAN



               As Amended and Restated Effective October 1, 1997
<PAGE>

                               Table of Contents
<TABLE>
<S>                                                                                                            <C>
Introduction...................................................................................................1
I        ......................................................................................................2
Definitions....................................................................................................2
1.01     Accrued Benefit.......................................................................................2
1.02     Active Participant....................................................................................2
1.03     Actuarial Equivalent..................................................................................2
1.04     Affiliated Group......................................................................................3
1.05     Annuity Starting Date.................................................................................3
1.06     Applicable Interest Rate..............................................................................3
1.07     Applicable Mortality Table............................................................................3
1.08     Beneficiary...........................................................................................3
1.09     Benefit...............................................................................................3
1.10     Board.................................................................................................3
1.11     Code..................................................................................................3
1.12     Company...............................................................................................3
1.13     Compensation..........................................................................................4
1.14     Covered Compensation..................................................................................6
1.15     Disability............................................................................................6
1.16     Disability Retirement Date............................................................................6
1.17     Early Retirement Age..................................................................................6
1.18     Early Retirement Date.................................................................................6
1.19     Effective Date........................................................................................6
1.20     Effective Date of this Restatement....................................................................7
1.21     Eligible Employee.....................................................................................7
1.22     Employee..............................................................................................7
1.23     Employer..............................................................................................7
1.24     Entry Date............................................................................................8
1.25     ERISA.................................................................................................8
1.26     Inactive Participant..................................................................................8
1.27     Late Retirement Date..................................................................................8
1.28     Normal Retirement Age.................................................................................8
1.29     Normal Retirement Date................................................................................8
1.30     Participant...........................................................................................8
1.31     Participating Employer................................................................................8
1.32     Plan..................................................................................................8
1.33     Plan Administrator....................................................................................8
1.34     Plan Year.............................................................................................8
1.35     Restatement...........................................................................................8
1.36     Retirement Benefit....................................................................................8
1.37     Social Security Retirement Age........................................................................9
1.38     Spouse................................................................................................9
1.39     Trust Agreement.......................................................................................9
1.40     Trust Fund............................................................................................9
1.41     Trustee...............................................................................................9
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                           <C>
1.42     Year of Service.......................................................................................9
II       .....................................................................................................12
Eligibility, Vesting and Benefit Service......................................................................12
2.01     Eligibility Requirements.............................................................................12
2.02     Participation upon Reemployment......................................................................12
2.03     Inactive Participants................................................................................13
2.04     Vesting Service......................................................................................13
2.05     Benefit Service......................................................................................13
2.06     Disregarded Service..................................................................................14
III      .....................................................................................................15
Retirement Benefits...........................................................................................15
3.01     Normal Retirement Benefit............................................................................15
3.02     Early Retirement Benefit.............................................................................17
3.03     Late Retirement Benefit..............................................................................17
3.04     Disability Retirement Benefit........................................................................18
3.05     No Duplication of Benefits...........................................................................19
3.06     Maximum Excess Allowance.............................................................................19
IV       .....................................................................................................22
Benefits upon Termination of Employment.......................................................................22
4.01     Deferred Normal Retirement Benefit...................................................................22
4.02     Deferred Early Retirement Benefit....................................................................22
4.03     Form of Payment......................................................................................23
V        .....................................................................................................24
Form and Payment of Retirement Benefits.......................................................................24
5.01     Normal Form of Benefit...............................................................................24
5.02     Other Forms of Benefit...............................................................................24
5.03     Waiver of Qualified Joint and Survivor Annuity.......................................................25
5.04     Cash-out of Accrued Benefit..........................................................................27
5.05     Commencement of Benefits.............................................................................28
5.06     Methods of Distribution..............................................................................29
5.07     Suspension of Benefits...............................................................................30
5.08     Direct Rollover Distributions........................................................................32
VI       .....................................................................................................34
Preretirement Death Benefits..................................................................................34
6.01     Eligibility for Death Benefit........................................................................34
6.02     Amount of Qualified Preretirement Survivor Annuity...................................................34
6.03     Alternative Death Benefit............................................................................35
6.04     Cash-out of Accrued Benefit..........................................................................36
6.05     Time of Payment......................................................................................36
VII      .....................................................................................................37
Limitations on Benefits.......................................................................................37
7.01     Limitation on Annual Benefit.........................................................................37
7.02     Reduction for Less than 10 Years of Participation or Service.........................................38
7.03     Preservation of Current Accrued Benefit..............................................................38
VIII     .....................................................................................................40
Top-Heavy Rules...............................................................................................40
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                           <C>
8.01     Top-Heavy Determination..............................................................................40
8.02     Vesting..............................................................................................43
8.03     Minimum Benefits.....................................................................................44
8.04     Limitation on Benefits...............................................................................45
IX       .....................................................................................................46
Plan Administration...........................................................................................46
9.01     Plan Administrator...................................................................................46
9.02     General Powers, Rights and Duties....................................................................46
9.03     Manner of Action.....................................................................................47
9.04     Interested Committee Member..........................................................................48
9.05     Resignation or Removal of Committee Members..........................................................48
9.06     Nondiscrimination....................................................................................48
9.07     Delegation and Reliance..............................................................................48
9.08     Claims Procedure.....................................................................................48
9.09     Plan Administrator's Decision Final..................................................................49
9.10     Standard of Review...................................................................................49
9.11     Information Required by Plan Administrator...........................................................50
9.12     Expenses of the Plan.................................................................................50
9.13     Freedom from Liability...............................................................................50
X        .....................................................................................................51
Amendment or Termination......................................................................................51
10.01    Amendment or Modification of the Plan................................................................51
10.02    Termination of the Plan..............................................................................51
10.03    Distribution upon Termination of the Plan............................................................51
10.04    Residual Assets......................................................................................52
10.05    Restriction on Distribution of Benefits..............................................................52
10.06    Repayment of Restricted Amounts......................................................................53
XI       .....................................................................................................54
Funding of the Plan...........................................................................................54
11.01    Establishment of Trust...............................................................................54
11.02    Employer Contributions...............................................................................54
11.03    Funding Standards....................................................................................54
11.04    Changes in Funding Medium or Method..................................................................54
11.05    Purchase of Annuities................................................................................55
11.06    No Diversion.........................................................................................55
11.07    Treatment of Forfeitures.............................................................................55
11.08    Return of Contributions..............................................................................55
11.09    Litigation by Participants or Beneficiaries..........................................................56
XII      .....................................................................................................57
General Provisions............................................................................................57
12.01    Non-Alienation.......................................................................................57
12.02    Substitute Payee.....................................................................................58
12.03    Absence of Guarantee.................................................................................58
12.04    No Contract..........................................................................................58
12.05    Missing Persons......................................................................................58
12.06    Corporate Change.....................................................................................59
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                           <C>
12.07    Merger...............................................................................................59
12.08    USERRA...............................................................................................61
XIII     .....................................................................................................60
Adoption of the Plan by Other Entities........................................................................60
13.01    Adoption of Plan.....................................................................................60
13.02    Withdrawal from Plan.................................................................................60
</TABLE>
<PAGE>

                                  Introduction


The Amended and Restated American Pacific Corporation Defined Benefit Pension
Plan (hereinafter the "Plan") was first established effective October 1, 1987 by
American Pacific Corporation (the "Company") for the benefit of Eligible
Employees.  It has now been amended and restated effective October 1, 1997,
except as otherwise provided herein.

The rights and benefits of Participants who are Active Participants in the Plan
on or after the Effective Date of this Restatement shall be determined as
provided in this amended and restated Plan.  The rights and benefits of any
Participant who was not an Active Participant on or after the Effective Date of
this Restatement, but who is entitled to benefits under the Plan, shall be
determined in accordance with the applicable provisions of the Plan in effect at
the time such Participant separated from service, except as required by
applicable law or regulation or except as specifically provided or changed by
subsequent amendments.

The Plan has been amended and restated to comply with the Tax Reform Act of 1986
and certain other laws and regulations including, without limitation, the
Unemployment Compensation Amendments of 1992, the Omnibus Budget Reconciliation
Act of 1993, the Retirement Protection Act of 1994, the Small Business Jobs
Protection Act of 1996, the Taxpayer Relief Act of 1997, and the Internal
Revenue Service Restructuring and Reform Act of 1998, which have become
effective since the Plan was last amended.  It is intended that the Plan,
together with the Trust Agreement, meet all the requirements of ERISA as amended
and qualify under Sections 401(a) and 501(a) of the Code. Except as otherwise
provided, the Plan and all matters relating thereto shall be governed, construed
and administered in accordance with the applicable laws of the United States and
the State of Nevada.

                             Exhibit 10.4  Page 1
<PAGE>

                                   ARTICLE I

                                  Definitions


The following terms used in the Plan have the meanings ascribed to them in
Article I unless a different meaning is plainly required by the context.  Some
of the words and phrases used in the Plan are not defined in this Article I,
but, for convenience, are defined as they are introduced into the text.  Words
in one gender should be deemed to include the other gender. Nouns and pronouns
stated in the singular should be deemed to include the plural and the plural
should be deemed to include the singular whenever appropriate.  Any headings
used herein are included for ease of reference only, and are not to be construed
so as to alter any of the terms of the Plan.

1.01  Accrued Benefit   means the amount of the monthly Retirement Benefit a
      ---------------
      Participant has earned as of the applicable determination date payable at
      Normal Retirement Date and shall be determined as provided in Section
      3.01, using Final Average Compensation, Benefit Service and Covered
      Compensation as of the determination date.

1.02  Active Participant   means any Participant who is employed by a
      ------------------
      Participating Employer as an Eligible Employee on a determination date.

1.03  Actuarial Equivalent   means a benefit that is of equal value at the date
      --------------------
      of determination to the benefits for which they are to be substituted. For
      purposes of this Plan, the following conventions shall be used to
      calculate Actuarial Equivalence.

      (a)  Except as provided in (c), for all purposes other than lump sum
           benefits, Actuarial Equivalence shall be based on an interest rate of
           seven percent (7%) and mortality rates from the 1984 Unisex Mortality
           Table.

      (b)  Except as provided in (c), for lump sum benefits effective for
           distributions on and after September 27, 1995, Actuarial Equivalence
           shall be based on the Applicable Interest Rate and the Applicable
           Mortality Table.

      (c)  For the purpose of Section 7.01, if the annual retirement benefit is
           payable in a form other than a life annuity payable for the life of
           the Participant or the joint lives of the Participant and Spouse,
           then effective October 1, 1995, Actuarial Equivalence shall be based
           on either the Plan's actuarial factors or five percent (5%) interest
           and the Applicable Mortality Table, whichever factors produce the
           higher life annuity. In the preceding sentence, the Applicable
           Interest Rate shall be substituted for five percent (5%) for benefit
           forms subject to Section 417(e)(3) of the Code.

                             Exhibit 10.4  Page 2
<PAGE>

1.04  Affiliated Group   means the Company and all other entities required to be
      ----------------
      aggregated with the Company under Sections 414(b), (c), (m), or (o) of the
      Code but only in the period during which such other entity is required to
      be so aggregated with the Company.

1.05  Annuity Starting Date   means the first day of the first period for which
      ---------------------
      an amount is payable as an annuity, or in the case of a benefit not
      payable in the form of an annuity, the first day on which all events have
      occurred which entitle the Participant to such a benefit.

1.06  Applicable Interest Rate   means the annual rate of interest on 30-year
      ------------------------
      Treasury securities, as specified by the Commissioner of Internal Revenue,
      for the month in which falls the Annuity Starting Date for the
      distribution.

1.07  Applicable Mortality Table   means the table prescribed by the Secretary
      --------------------------
      of the Treasury under Section 417(e)(3) of the Code. As of October 1,
      1995, the Applicable Mortality Table is the 1983 Group Annuity Mortality
      Table converted to a unisex basis by assuming fifty percent (50%) males.

1.08  Beneficiary   means a person or entity designated as such by a
      -----------
      Participant, on a form provided by the Plan Administrator, to receive
      benefits payable as a result of the Participant's participation in the
      Plan upon the Participant's death. Notwithstanding the preceding sentence,
      the Beneficiary shall be the Participant's Spouse at the time of death,
      unless:

      (a)  The Participant has no Spouse at the time of death, or

      (b)  The Participant's Spouse consents in writing to the Participant's
           designation of an alternate Beneficiary in the manner prescribed in
           Article V and Article VI, or

      (c)  The Participant's Spouse cannot be located.

      If the Participant has no Spouse at the time of death, or if no other
      person designated as Beneficiary survives the Participant, the Beneficiary
      shall be the Participant's estate.

1.09  Benefit   means Retirement Benefit.
      -------

1.10  Board   means the Board of Directors of the Company.
      -----

1.11  Code means the Internal Revenue Code of 1986 as amended from time to time.
      ----
      All references to specific Code sections are deemed to be references to
      such sections as they may be amended or superseded.

1.12  Company means American Pacific Corporation.
      -------

                             Exhibit 10.4  Page 3
<PAGE>

1.13  Compensation.
      ------------

      (a)  Compensation means the Participant's Section 415 Compensation during
           ------------
           employment with the Employer for the Plan Year except as provided
           below. Compensation shall include any amount which is contributed by
           the Employer pursuant to a salary reduction agreement and which is
           not includible in the gross income of the Employee under Sections
           125, 402(e)(3), 402(h) or 403(b) of the Code.

           Compensation of each Participant taken into account under the Plan
           for determining all benefits provided under the Plan for any
           determination period shall not exceed the limit on Compensation
           prescribed in Section 401(a)(17) of the Code (the "Section 401(a)(17)
           Limit"). For Plan Years beginning after December 31, 1988 and before
           January 1, 1994, this limitation shall be two hundred thousand
           dollars ($200,000), adjusted at the same time and in the same manner
           as under Section 415(d) of the Code, except that the first adjustment
           to the limit is effected on January 1, 1990. For Plan Years beginning
           on or after January 1, 1994, the limit is one hundred fifty thousand
           dollars ($150,000), as adjusted for increases in the cost of living
           in accordance with Section 401(a)(17)(B) of the Code. The cost of
           living adjustment in effect on January 1 of any calendar year shall
           apply to any determination period beginning in such calendar year.
           For this purpose, the "determination period" is any period not
           exceeding twelve (12) months over which Compensation is determined.
           If a determination period consists of fewer than twelve (12) months,
           the Section 401(a)(17) 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 twelve (12).

           For Plan Years beginning before January 1, 1997, in determining the
           Compensation of a Participant for purposes of this limitation, the
           rules of Section 414(q)(6) of the Code shall apply, except in
           applying such rules, the term "family" shall include only the Spouse
           of the Participant and any lineal descendant of the Participant who
           has not attained age nineteen (19) before the close of the year. If,
           as a result of the application of such rules, the adjusted Section
           401(a)(17) Limit is exceeded, then (except for purposes of
           determining the portion of Compensation up to the integration level),
           the limitation shall be prorated among the affected individuals in
           proportion to each such individual's Compensation as determined under
           this Section prior to the application of this limitation. This
           paragraph shall not apply for Plan Years beginning on and after
           January 1, 1997.

           If Compensation for any prior determination period is taken into
           account in determining a Participant's benefits accruing in the
           current Plan Year, the Compensation for the prior determination
           period is subject to the adjusted 401(a)(17) Limit in effect for that
           prior determination period. For this purpose, for benefits accruing
           in Plan Years beginning on or after January 1, 1989 and before
           January 1, 1994 with respect to determination periods beginning
           before January 1, 1990, the Section 401(a)(17) Limit is two hundred
           thousand dollars

                             Exhibit 10.4  Page 4
<PAGE>

           ($200,000). Furthermore, for benefits accruing in Plan Years
           beginning on or after January 1, 1994 with respect to determination
           periods beginning before the first day of the first plan year
           beginning on or after January 1, 1994, the Section 401(a)(17) limit
           is one hundred and fifty thousand dollars ($150,000).

           Section 401(a)(17) Participants - 1994 Fresh Start.
           --------------------------------------------------

           For the purpose of applying this subsection (a), the benefit formula
           in Section 3.01 shall be applied so that the Accrued Benefit of any
           Section 401(a)(17) Participant or Statutory Section 401(a)(17)
           Participant in any Plan Year beginning after December 31, 1993 will
           be equal to the greater of (1) or (2) where

           (1)  means the sum of his Accrued Benefit on the last day of the last
                Plan Year beginning in 1993, frozen in accordance with Treasury
                Regulation Section 1.401(a)(4)-13, and his Accrued Benefit based
                on the benefit formula under the Plan as amended for Plan Years
                beginning after 1993, taking into account only Years of Benefit
                Service beginning after 1993 and

           (2)  means his Accrued Benefit based on the benefit formula under the
                Plan as amended for Plan Years beginning after 1993, taking into
                account his total Years of Benefit Service.

           For the purpose of this subsection, a Statutory Section 401(a)(17)
           Participant means a Participant with an Accrued Benefit as of a date
           on or after the first day of the first Plan Year beginning on or
           after January 1, 1994 that was determined taking into account
           Compensation for a Plan Year beginning prior to 1989 in excess of two
           hundred thousand dollars ($200,000) for any year. Also for the
           purpose of this subsection (2), a Section 401(a)(17) Participant
           means a Participant with an Accrued Benefit as of a date on or after
           the first day of the first Plan Year beginning on or after January 1,
           1994 that was determined taking into account Compensation for a Plan
           Year beginning prior to 1994 in excess of one hundred fifty thousand
           dollars ($150,000) for any year.

      (b)  Final Average Compensation means the monthly average of a
           --------------------------
           Participant's Compensation over any sixty (60) consecutive month
           period preceding the termination of employment or retirement which
           produces the highest average.

           If a Participant does not have the requisite amount of service
           described above, Final Average Compensation shall be determined on
           the basis of his entire period of employment as an Employee preceding
           the determination date.

           The provisions of this subsection (b) shall in no case reduce the
           Final Average Compensation of any individual who was employed by an
           Employer as an Employee on September 30, 1989, to an amount that is
           less than such individual's Final Average Compensation as of such
           date, computed in accordance with the terms of the Plan in effect on
           that date.

                             Exhibit 10.4  Page 5
<PAGE>

      (c)  Section 415 Compensation means the Participant's wages, within the
           ------------------------
           meaning of Section 3401(a) of the Code and all other payments of
           compensation to the Participant by the Employer (in the course of the
           Employer's trade or business) for which the Employer is required to
           furnish the Participant a written statement under Sections 6041(d),
           6051(a)(3) and 6052 of the Code. Effective for Plan Years beginning
           on and after January 1, 1998, Section 415 Compensation shall include
           amounts not includible in gross income of the Employee under Sections
           125, 402(e)(3), 402(h) or 403(b) of the Code. This definition may be
           modified to exclude amounts paid by the Employer as reimbursement for
           moving expenses incurred by the Employee to the extent that at the
           time of payment it is reasonable to believe that these amounts are
           deductible by the Employee under Section 217 of the Code. Section 415
           Compensation must be determined without regard to any rules that
           limit the remuneration included in wages based on the nature or
           location of the employment or the services performed.

1.14  Covered Compensation means, for a Plan Year, a Participant's Compensation
      --------------------
      (determined in accordance with definition of Compensation set forth in
      this Plan) that is not in excess of the applicable wage base determined in
      accordance with the 1988 Covered Compensation Table.

1.15  Disability means total and permanent disability.  A Participant will be
      ----------
      considered Disabled or under a Disability if he is qualified for Social
      Security disability benefits. From time to time, the Employer may
      similarly require proof of the continued Disability of the Participant. If
      the Plan Administrator determines from such evidence that the Disability
      of such Participant has ceased and that his Social Security disability
      benefits have terminated and he has not reached his Normal Retirement Date
      or returned to Employment, all his rights to any benefits payable
      thereafter under this Plan on account of such Disability shall cease. If
      such Participant refuses for a period of 12 consecutive months to furnish
      to the Plan Administrator reasonable information requested by the Plan
      Administrator for such determination, then all his rights to any benefit
      under this Plan on account of such Disability shall cease.

1.16  Disability Retirement Date means the first day of the month following
      --------------------------
      Disability upon which the Participant would have been eligible to receive
      a Normal Retirement Benefit had his employment with the Employer
      continued.

1.17  Early Retirement Age   means the date on which the Participant first
      --------------------
      attains age fifty-five (55) and has completed at least ten (10) years of
      Vesting Service.

1.18  Early Retirement Date   means the first day of the month coinciding with
      ---------------------
      or next following the date the Participant elects to receive his
      Retirement Benefits under the Plan where such date is after the
      Participant's attainment of his Early Retirement Age but is prior to the
      Participant's attainment of his Normal Retirement Age.

1.19  Effective Date   means October 1, 1987.
      --------------

                             Exhibit 10.4  Page 6
<PAGE>

1.20  Effective Date of this Restatement means October 1, 1997, except as
      ----------------------------------
      otherwise provided herein. The Effective Date of this Restatement in
      respect of Employees of any Employer that had not adopted the Plan as of
      the Effective Date of the Restatement shall be the date of adoption of
      this Plan by such Employer. In respect of Employers of any entity, all or
      substantially all of the assets of which shall be acquired by, or that
      shall be merged into or consolidated with an Employer after the Effective
      Date of this Restatement, the term Effective Date of this Restatement
      shall mean the date of such acquisition, merger or consolidation.

1.21  Eligible Employee   means an Employee employed by a Participating
      -----------------
      Employer, provided such person is not included in a unit of employees
      covered by a collective bargaining agreement in the negotiation of which
      retirement benefits were the subject of good faith bargaining if two
      percent or fewer of the employees of the Employer covered by such
      collective bargaining agreement are "professionals," as such term is
      defined in proposed or final Treasury Regulations, and who was not a
      Participant in the Plan on the date before the Effective Date of this
      Restatement, unless coverage under the Plan was negotiated by a union and
      the Employer.

1.22  Employee   means a person employed by an Employer, and shall not include
      --------
      any individual who performs services for an Employer solely as an
      independent contractor.

      Employee also means a leased employee within the meaning of Section 414(n)
      of the Code to the extent required by law.

      The term "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 Section 414(n)(6) of the Code) on a substantially full-
      time basis for a period of at least one year, and such services are
      performed under the primary direction and control 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 if:
      (i) such employee is covered by a money purchase pension plan providing:
      (1) a nonintegrated employer contribution rate of at least ten percent
      (10%) of compensation, as defined in Section 415(c)(3) of the Code, but
      including amounts contributed pursuant to a salary reduction agreement
      which are excludible from the employee's gross income under Sections 125,
      402(e)(3), 402(h) or 403(b) of the Code, (2) immediate participation, and
      (3) full and immediate vesting; and (ii) leased employees do not
      constitute more than twenty percent (20%) of the recipient's nonhighly
      compensated workforce.

1.23  Employer means the Company and any other member of the Affiliated Group.
      --------

                             Exhibit 10.4  Page 7
<PAGE>

1.24  Entry Date means the date an Eligible Employee may enter the Plan. The
      ----------
      Entry Date shall be the date coinciding with or next following the date
      the Eligible Employee satisfies the eligibility requirements set out in
      Section 2.01 of the Plan.

1.25  ERISA means the Employee Retirement Income Security Act of 1974, as
      -----
      amended from time to time.

1.26  Inactive Participant means any Participant who: (a) was transferred to
      --------------------
      an Employer which does not maintain this Plan for its employees; (b) was
      transferred to any group of employees not covered by the Plan; or (c)
      terminated service with the Employer (for as long as he is entitled to
      benefits under the Plan).

1.27  Late Retirement Date means the first day of the month coinciding with or
      --------------------
      next following the date a Participant retires, where such date is after
      his Normal Retirement Date.

1.28  Normal Retirement Age means the later of the date the Participant
      ---------------------
      attains age sixty-five (65) or the fifth (5/th/) anniversary of the date
      the Participant commenced participation in the Plan.

1.29  Normal Retirement Date means the first day of the month coinciding with
      ----------------------
      or next following the date the Participant attains his Normal Retirement
      Age. A Participant who is employed by an Employer on the date he attains
      his Normal Retirement Age shall be 100% vested in his Accrued Benefit.

1.30  Participant means any Eligible Employee who becomes eligible to
      -----------
      participate in the Plan pursuant to Article II and who continues to be
      entitled to any benefits under the Plan.

1.31  Participating Employer means the Company and any member of the
      ----------------------
      Affiliated Group which adopts this Plan as provided in Article XIII.

1.32  Plan means Amended And Restated American Pacific Corporation Defined
      ----
      Benefit Pension Plan as it may from time to time be amended. The Plan
      shall be deemed to include the Trust.

1.33  Plan Administrator means the person or persons designated to oversee the
      ------------------
      operation and administration of the Plan pursuant to Article IX.

1.34  Plan Year means the twelve (12) consecutive month period beginning on
      ---------
      October 1 and ending on the next following September 30.

1.35  Restatement means this Plan as amended and restated herein.
      -----------

1.36  Retirement Benefit means the amount to which a Participant shall become
      ------------------
      entitled, is entitled to or is receiving under this Plan.

                             Exhibit 10.4  Page 8
<PAGE>

1.37  Social Security Retirement Age means respectively: (a) age 65 for a
      ------------------------------
      Participant born before January 1, 1938; (b) age 66 for a Participant born
      after December 31, 1937 but before January 1, 1955, and (c) age 67 for a
      Participant born after December 31, 1954.

1.38  Spouse means the person to whom the Participant is legally married on
      ------
      his Annuity Starting Date or, if earlier, on his date of death. The status
      of an individual as a Spouse of a Participant shall be determined under
      the laws of the jurisdiction of the Participant's domicile as of the time
      such status is determined.

1.39  Trust Agreement means the trust agreement and any and all amendments and
      ---------------
      successor agreements entered into between the Company and the Trustee for
      the purpose of funding benefits under the Plan. The Trust Agreement shall
      be deemed to be part of this Plan as if all of the terms and provisions
      were fully set forth herein.

1.40  Trust Fund means all sums of money or other property held by the Trustee
      ----------
      pursuant to the terms of the Trust Agreement.

1.41  Trustee means the Trustee or any successors thereto appointed to
      -------
      administer the Trust Fund.

1.42  Year of Service and other service measurements under the Plan shall be
      ---------------
      determined utilizing the special definitions of this Section. Unless
      otherwise specified, Service shall be credited for employment with any
      member of the Affiliated Group.

      (a)  A Year of Service means a Computation Period during which an Employee
             ---------------
           is credited with at least one thousand (1000) Hours of Service.

      (b)  A one-year Break in Service means a Computation Period during which
                      ----------------
           an Employee fails to complete more than five hundred (500) Hours of
           Service. However, an unpaid leave of absence approved in writing by
           the Plan Administrator shall not constitute a Break in Service or a
           termination of employment for eligibility, participation or vesting
           purposes. An unpaid leave of absence approved in writing by the
           Company shall not constitute a Break in Service or a termination of
           employment for eligibility, participation or vesting purposes.

      (c)  Computation Periods.
           -------------------

           (1)  The Eligibility Computation Period means the twelve (12)
                    ------------------------------
                consecutive month period beginning on the date the Employee
                first performs an Hour of Service for an Employer. Provided,
                however, that succeeding Eligibility Computation Periods shall
                be the twelve (12) consecutive month period beginning on the
                first day of the Plan Year, commencing with the Plan Year which
                begins on or immediately prior to the first anniversary of the
                date the Employee first performed an Hour of Service.

                             Exhibit 10.4  Page 9
<PAGE>

           (2)  The Vesting Computation Period means the twelve (12) consecutive
                    --------------------------
                month period beginning on the first day of the Plan Year.

           (3)  Benefit Service Computation Period means the twelve (12)
                ----------------------------------
                consecutive month period beginning on the first day of the Plan
                Year.

      (d)  An Hour of Service means:
              ---------------

           (1)  Each hour for which an Employee is paid or entitled to payment
                for the performance of duties with an Employer during the
                applicable Computation Period.

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

                (A)  Not more than five hundred one (501) Hours of Service shall
                     be credited 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), and

                (B)  Hours of Service shall not be credited where such payment
                     is made or is due under a plan maintained solely for the
                     purpose of complying with applicable worker's compensation,
                     unemployment or disability insurance laws, or solely to
                     reimburse an Employee for medical or medically-related
                     expenses.

           (3)  Each hour for which back pay, irrespective of mitigation of
                damages, is either awarded or agreed to by the Employer. No more
                than five hundred one (501) Hours of Service shall be credited
                for payment of back pay on account of any single continuous
                period during which the Employee did not or would not have
                performed duties. Hours of Service shall be credited under this
                paragraph to the computation period to which the award or
                agreement pertains, rather than the computation period in which
                the agreement or the award or payment is made. The same Hours of
                Service shall not be credited under both (1) and (2) above and
                this subpart.

           (4)  Each hour an Employee on leave from employment to serve in the
                Armed Forces of the United States would have been paid, directly
                or indirectly, or entitled to payment under (1) above assuming
                that but for such military service he would have been regularly
                engaged in the performance of his duties. Such hours shall be
                credited to the Computation Period in which he would have been
                regularly engaged in the performance of his duties but for such
                military service. Provided, however, that no Hours of Service

                             Exhibit 10.4  Page 10
<PAGE>

                shall be credited under this Section unless the Employee returns
                to active employment with a member of the Affiliated Group
                within the period provided by law for the protection of his re-
                employment rights.

           Hours of Service for reasons other than the performance of duties
           shall be determined and credited in accordance with Department of
           Labor Regulation (S) 2530.200b-2(b) and (c), which is incorporated
           herein by reference.

      (e)  Special Maternity/Paternity Rule.  Solely for the purpose of
           --------------------------------
           determining whether a Break in Service has occurred, an Employee who
           is absent from employment because of the Employee's pregnancy, the
           birth of the Employee's child, the placement of a child with the
           Employee in connection with the adoption of such child by the
           Employee, or the need to care for such child for a period beginning
           immediately following such birth or placement, shall be credited
           with:

           (1)  The Hours of Service which otherwise would normally have been
                credited to such individual but for such absence, or

           (2)  In any case in which the Plan Administrator is unable to
                determine the hours described above, eight (8) Hours of Service
                per day of such absence.

           The above rule shall apply only if the Employee furnishes to the Plan
           Administrator such timely information as it may require to establish
           that the absence was for the above reasons and to determine the
           number of days of such absence.

           Hours of Service shall be credited in the Computation Period in which
           the absence from work begins if such credit is necessary to prevent a
           Break in Service in that period. In any other case, such Hours of
           Service shall be credited in the immediately following Computation
           Period. In no event shall more than five hundred one (501) Hours of
           Service shall be credited because of such pregnancy or placement.

      (f)  Family and Medical Leave.  Solely to the extent required by law, an
           ------------------------
           Employee who is absent from employment because of a leave of absence
           under the Family and Medical Leave Act of 1993 shall receive credit
           for Hours of Service during such absence. Provided, however, that the
           same Hours of Service shall not be credited under both this
           subsection and any other provision of this Section.

                             Exhibit 10.4  Page 11
<PAGE>

                                   ARTICLE II

                    Eligibility, Vesting and Benefit Service


2.01  Eligibility Requirements.
      ------------------------

      (a)  Each Eligible Employee who was a Participant in the Plan immediately
           prior to the Effective Date of this Restatement shall continue to be
           a Participant. Each Eligible Employee who had satisfied the
           eligibility requirements of the Plan immediately prior to the
           Effective Date of this Restatement but who had not yet become a
           Participant shall become a Participant in this Plan on the Effective
           Date of this Restatement. Each other Eligible Employee shall become a
           Participant in this Plan on the Entry Date coinciding with or next
           following attainment of age twenty-one (21) and the completion of one
           (1) Year of Service.

      (b)  In the event that the Company shall at any time acquire all or
           substantially all of the assets of another operating business or
           entity, or all or substantially all of the assets of another
           operating business or entity located in a geographically distinct
           area, the employees of such other operating business or entity who
           are thereafter employed by the Employer and become Eligible Employees
           shall receive credit for periods of service in the employ of such
           other business or entity for purposes of this Section 2.01 to the
           extent provided in a resolution of the board of directors of the
           Company adopted at or near the time of such acquisition or in the
           written agreements pursuant to which such acquisition was made; but
           only if such Employees would have received credit for such service in
           the employ of such other business or entity under the terms of this
           Plan if such Employees had been employed by an Employer. The Plan
           Administrator shall see to it that the provisions of this subsection
           2.01(b) are applied in a uniform and nondiscriminatory manner and in
           a manner consistent with the provisions of Section 9.06 hereof. No
           employee shall receive credit for service in the employ of another
           business or entity pursuant to this subsection 2.01(b) if the
           crediting of such service would cause the Plan to fail to comply with
           any of the requirements of Section 401(a) of the Code for treatment
           as a qualified plan.

2.02  Participation upon Reemployment.
      -------------------------------

      (a)  An Eligible Employee who separates from service after satisfying the
           eligibility requirements of Section 2.01 but before the next Entry
           Date shall become a Participant immediately upon reemployment as an
           Eligible Employee by a Participating Employer if he returns to
           employment after the next Entry Date but prior to incurring a one-
           year Break in Service.

      (b)  A Participant who separates from service and is subsequently
           reemployed as an Eligible Employee by a Participating Employer after
           incurring a one-year Break

                             Exhibit 10.4  Page 12
<PAGE>

           in Service shall again become an Active Participant in the Plan upon
           performance of an Hour of Service.

2.03  Inactive Participants.  Subject to Section 2.06, an Inactive Participant
      ---------------------
      shall continue to be credited with Vesting Service, Benefit Service and
      Compensation as if he had continued to be an Active Participant until
      employment with the member of the Affiliated Group ceases.

      Subject to Section 2.06, an Inactive Participant shall again become an
      Active Participant upon return to employment with a Participating Employer
      or upon transfer to an employee group eligible to participate in the Plan.

2.04  Vesting Service.
      ---------------

      (a)  Except as provided in Section 2.06, a Participant shall be credited
           with one year of Vesting Service for each Year of Service with an
           Employer.

      (b)  An Employee's Vesting Service shall also include periods of
           employment with a predecessor employer's business prior to its
           acquisition (or prior to the acquisition of certain assets of such
           business) by the Company:

           (1)  If and to the extent specified in a resolution of the Board of
                Directors of the Employee's Employer at the time such Employer
                adopts this Plan; or

           (2)  The Company shall have continued a pension or profit sharing
                plan of the predecessor employer or, to the extent required
                under Section 414(a)(2) of the Code, if the Company shall have
                maintained a pension or a profit sharing plan that was not the
                plan maintained by a predecessor employer.

      (c)  The provisions of this Section shall not operate to decrease any
           Participant's Vesting Service to a period that is shorter than the
           period of the Participant's Vesting Service as of October 1, 1989,
           under the terms of this Plan, as effective prior to October 1, 1989.

2.05  Benefit Service.
      ---------------

      (a)  Except as provided in Section 2.06, a Participant shall be credited
           with one year of Benefit Service for each Benefit Service Computation
           Period during which he completes one thousand (1,000) Hours of
           Service with an Employer.

           Benefit Service is credited in full years only.

      (b)  Participants who become eligible to participate in the Plan after the
           Effective Date of this Restatement as a consequence of the adoption
           of this Plan by an employing entity, as a consequence of the
           acquisition by the Company of the assets of an employing entity, or
           as a consequence of the merger of an employing entity into

                             Exhibit 10.4  Page 13
<PAGE>

           the Company, shall receive Benefit Service to the extent and upon the
           terms and conditions specified in a resolution of the Board of
           Directors of the employing entity on the basis of the most recent
           period of employment with such employing entity prior to the date on
           which the employing entity adopts the Plan or prior to the date of
           the acquisition or merger.

      (c)  Notwithstanding the foregoing provisions of this Section, in the
           event that the assets of another qualified pension plan shall be
           merged with and into this Plan, with respect to Participants who
           become Participants as a result of such consolidation, (1) Benefit
           Service may be granted in such manner and to such extent as shall be
           provided in connection with such consolidation, on the basis of
           accredited service (however designated) accrued under such other plan
           prior to the effective date of such consolidation, or (2) in lieu of
           the granting of Benefit Service, the benefits based upon accredited
           service (however designated) accrued under such other plan prior to
           the effective date of such consolidation may be preserved as a
           special retirement benefit, with respect to which all requirements
           for such accredited service shall be governed by the terms and
           provisions of such other private pension plan, as amended to the
           effective date of such consolidation.

2.06  Disregarded Service.  The Service to be credited to an Employee under
      -------------------
      this Article shall not include Service prior to a Break in Service if:

      (a)  The Employee did not have a nonforfeitable right to an Accrued
           Benefit derived from Employer contributions at the time of the Break
           in Service, and

      (b)  The number of consecutive one-year Breaks in Service equals or
           exceeds the greater of five (5) or the aggregate number of Years of
           Service credited to the Employee before such Break in Service.

                             Exhibit 10.4  Page 14
<PAGE>

                                  ARTICLE III

                              Retirement Benefits


3.01  Normal Retirement Benefit.  A Participant who retires on his Normal
      -------------------------
      Retirement Date shall be entitled to a monthly Retirement Benefit
      commencing on his Normal Retirement Date equal to two percent (2%) (base
      benefit percentage) of the Participant's Final Average Compensation up to
      Covered Compensation; plus two and sixty-five one hundredths percent
      (2.65%) (excess benefit percentage) of the Participant's Final Average
      Compensation in excess of his Covered Compensation, the sum multiplied by
      his years of Benefit Service up to but not exceeding twenty (20) such
      years.

      Notwithstanding the foregoing provisions of this Section 3.01, however,
      the monthly Normal Retirement Benefit shall in no case be less than fifty
      dollars ($50.00).

      Notwithstanding the foregoing, the benefit provided to a Participant shall
      not violate the cumulative permitted disparity limits set forth in Treas.
      Reg. (S)1.401(l)-5. In this regard, the number of years of Benefit Service
      taken into account above for any Participant will not exceed the
      Participant's cumulative disparity limit. The Participant's cumulative
      disparity limit is equal to thirty-five (35) minus the number of years
      during which the Participant earned a year of credited service under one
      or more qualified plans or simplified employee pensions ever maintained by
      the Employer, other than years for which a Participant earned a year of
      Benefit Service under this Plan. If the Participant's cumulative disparity
      limit is less than the period of years used to determine the Participant's
      benefit above, then for years after the Participant reaches the cumulative
      disparity limit and through the end of the period specified above, the
      Participant's benefit will be equal to the excess benefit percentage, or,
      if lesser, the highest percentage permitted under the 133 1/3 percent
      accrual rule of Section 411(b)(1)(B) of the Code (if applicable) times
      Final Average Compensation.

      If a Participant begins receiving benefits at an age other than Normal
      Retirement Age, the Participant's benefit will be determined in accordance
      with Section 3.06.

      For any Plan Year in which a Participant benefits under more than one plan
      of the Employer, the benefit provided above to a Participant shall not
      violate the overall permitted disparity limits set forth in Treas. Reg.
      (S)1.401(l)-5. In this regard, for any Plan Year this Plan benefits any
      Employee who benefits under another qualified plan or simplified employee
      pension maintained by the Employer that provides for permitted disparity
      (or imputes disparity), the benefit for each Participant under this Plan
      will be equal to the base benefit percentage times the Participant's Final
      Average Compensation.

                             Exhibit 10.4  Page 15
<PAGE>

      If the preceding paragraph is applicable, the Fresh Start Date (within the
      meaning of Treas. Reg. (S)1.401(a)(4)-13) shall be the last day of the
      Plan Year preceding the Plan Year in which this paragraph is applicable.
      In addition, if in any subsequent Plan Year, this Plan no longer benefits
      any Employee who also has benefits under another qualified plan or
      simplified employee pension maintained by the Employer that provides for
      permitted disparity (or imputes permitted disparity), the Fresh Start Date
      shall be the last day of the Plan Year preceding the Plan Year in which
      this paragraph is no longer applicable.

      (c)  Fresh Start Rules - Change in Benefit Formula
           ---------------------------------------------

           (1)  Fresh Start Definitions - For purposes of this subsection, the
                -----------------------
                following terms shall be defined as follows:

                Fresh Start - A change in the Normal Retirement Benefit formula.
                -----------

                Fresh Start Date - September 30, 1989, which is the day
                ----------------
                immediately preceding the effective date of the Fresh Start.

                Pre-Fresh Start Plan Year - Any Plan Year ending on or before
                -------------------------
                the Fresh Start Date.

                Post-Fresh Start Plan Year - Any Plan Year beginning after the
                --------------------------
                Fresh Start Date.

                Fresh Start Date Accrued Benefit - The Participant's Accrued
                --------------------------------
                Benefit as of the Fresh Start Date, calculated and adjusted as
                described in clause (3) of the subsection.

           (2)  Calculation of Accrued Benefit After Fresh Start Date.  With
                -----------------------------------------------------
                respect to any Participant with an Accrued Benefit under the
                Plan (or any predecessor) as of the Fresh Start Date
                attributable to any Pre-Fresh Start Year, and who has at least
                one Hour of Service in a Post-Fresh Start Plan Year, the
                Participant's Accrued Benefit in any Post-Fresh Start Plan Year
                will be equal to the greater of his Fresh Start Date Accrued
                Benefit or his Accrued Benefit based on the benefit formula
                under the Plan as amended for Post-Fresh Start Date Plan Years,
                taking into account his total Years of Benefit Service both
                before and after the Fresh Start Date.

           (3)  Calculation of Fresh Start Date Accrued Benefit. A Participant's
                -----------------------------------------------
                Fresh Start Date Accrued Benefit is an amount equal to his
                Accrued Benefit determined as of (and as if the Participant had
                terminated employment with the Affiliated Group on) the Fresh
                Start Date, based upon the Plan provisions in effect on the
                Fresh Start Date without regard to any amendment adopted after
                the Fresh Start Date (unless the amendment is

                             Exhibit 10.4  Page 16
<PAGE>

                recognized as retroactively effective before the Fresh Start
                Date under Section 401(b) of the Code or Treas. Regs.
                1.401(a)(4)-11(g)). However, the Fresh Start Date Accrued
                Benefit as so determined is subject to adjustment as follows:

                (A)  The Fresh Start Date Accrued Benefit shall be subject to
                     increases based on adjustments under Section 415(d)(1) of
                     the Code in the maximum benefit permitted under Section
                     415(b)(1) of the Code.

                (B)  The Fresh Start Date Accrued Benefit shall be adjusted to
                     increase the benefits of former employees who were employed
                     on the Fresh Start Date.

                (C)  The Fresh Start Date Accrued Benefit shall be increased, if
                     it includes top heavy minimum benefits, to the extent
                     necessary to comply with the requirement of Section
                     416(c)(1)(D)(i) of the Code that top heavy minimum benefits
                     be based on the Participant's Compensation averaged over
                     the highest five or fewer years.

                (D)  The Fresh Start Date Accrued Benefit shall be adjusted so
                     that the Fresh Start Date Accrued Benefit is not less than
                     it would have been if the formula's base benefit percentage
                     had been 50% of the formula's excess benefit percentage.
                     The Fresh Start Date Accrued Benefit is not less than if
                     the offset had been limited to 50% of the benefit
                     determined without application of the offset.

3.02  Early Retirement Benefit.  In lieu of his Normal Retirement Benefit, a
      ------------------------
      Participant who has attained his Early Retirement Age may elect to receive
      a monthly benefit commencing on his Early Retirement Date equal to his
      Accrued Benefit as of such date, reduced by twenty-five one-hundredths
      percent (.25%) for each calendar month or portion thereof that the
      Participant's Early Retirement Date precedes his Normal Retirement Date.

      The election to receive an Early Retirement Benefit shall be made by
      filing a written election with the Plan Administrator prior to the first
      day of the month coinciding with or next following the date of the
      applying Participant's separation from the service of the Employer. The
      Plan Administrator may, in its sole discretion, accept a late filed
      application if petitioned to do so by the Participant for good cause
      shown. The election to receive an Early Retirement Benefit shall be
      irrevocable after commencement of any Benefit payments.

3.03  Late Retirement Benefit.  A Participant who retires on his Late
      -----------------------
      Retirement Date shall receive a monthly Retirement Benefit equal to the
      greater of:

                             Exhibit 10.4  Page 17
<PAGE>

      (a)  the benefit to which he would have been entitled pursuant to Section
           3.01 if he had retired at his Normal Retirement Date, but adjusted by
           including any additional years of Benefit Service which have accrued
           since his Normal Retirement Date up to the maximum number, if any, of
           years of Benefit Service described in Section 3.01 and by taking into
           account any increases in Compensation earned since his Normal
           Retirement Date,

           or

      (b)  the Actuarial Equivalent of the unadjusted benefit to which he would
           have been entitled pursuant to Section 3.01 if he had retired at his
           Normal Retirement Date or in the case of a Participant who retires
           during any Plan Year following the Plan Year in which his Normal
           Retirement Date occurs, the Actuarial Equivalent of the benefit to
           which he would have been entitled pursuant to this Section 3.03 if he
           had retired at the close of the prior Plan Year.

      However, the number of payments certain described in Section 5.01 shall be
      reduced to the extent necessary to conform to a period permitted by
      Section 5.06, in which case each monthly payment shall be increased so
      that the benefit is the Actuarial Equivalent of what it would have been
      without the reduction in period certain.

3.04  Disability Retirement Benefit.  A Participant who retires due to
      ------------------------------
      Disability shall be entitled to receive a monthly Disability Retirement
      Benefit commencing on his Disability Retirement Date equal to his vested
      Accrued Benefit calculated:

      (a)  As if the Participant had continued to earn Benefit Service from the
           date he was first absent from work due to his Disability until his
           Normal Retirement Date and

      (b)  As if his Compensation had remained constant from the date he was
           first absent from work due to his Disability until his Normal
           Retirement Date.

      A Participant who has been determined to be disabled but who is not
      currently receiving a Disability Retirement Benefit shall be considered to
      be actively employed by the Employer for purposes of Article VI.

      A Participant whose Disability has ended and who returns to employment
      with the Employer shall be credited with Benefit Service for the period
      during which he was disabled. A Participant who does not return to
      employment with the Employer after his Disability has ended shall cease to
      be credited with Benefit Service upon his recovery and shall be entitled
      to benefits under the Plan only to the extent provided in Article IV of
      the Plan.

      Not withstanding the above, a Participant whose Disability precedes his
      completion of ten (10) Years of Vesting Service (for the purpose of
      Article IV) shall not be entitled to a Disability Retirement Benefit or
      continued accrual of Benefit Service during Disability under this Plan.

                             Exhibit 10.4  Page 18
<PAGE>

3.05  No Duplication of Benefits. Any benefit payable under this Plan shall be
      --------------------------
      reduced by any benefit paid to a Participant under the terms of any other
      defined benefit plan qualified under Section 401(a) of the Code to which
      the Employer contributes, directly or indirectly, other than by payment of
      taxes, to the extent that such benefit is based on a period of employment
      with the Employer for which a Participant receives credit for benefits
      under the Plan.

3.06  Maximum Excess Allowance.
      ------------------------

      (a)  The Maximum Excess Allowance at any retirement age shall be the
           lesser of (i) the base benefit percentage or (ii) the percentage
           specified in the table below for the Plan's normal form of benefit
           specified in Section 5.01(a).

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                   Normal Form of Benefit (%)
------------------------------------------------------------------------------------------------
                                               Life Annuity +   Life Annuity +    Life Annuity +
                             Life Annuity     5 Year Certain   10 Year Certain  15 Year Certain
------------------------------------------------------------------------------------------------
         Adjustment                    1.00              0.97             0.91              0.84
------------------------------------------------------------------------------------------------
      <S>                   <C>              <C>              <C>              <C>
       Age At Which
        Benefits
        Commence

           70                         1.048             1.017            0.954             0.880
           69                         0.950             0.922            0.865             0.798
           68                         0.863             0.837            0.785             0.725
           67                         0.784             0.760            0.713             0.659
           66                         0.714             0.693            0.650             0.600
           65                         0.650             0.631            0.592             0.546
           64                         0.607             0.589            0.552             0.510
           63                         0.563             0.546            0.512             0.473
           62                         0.520             0.504            0.473             0.437
           61                         0.477             0.463            0.434             0.401
           60                         0.433             0.420            0.394             0.364
           59                         0.412             0.400            0.375             0.346
           58                         0.390             0.378            0.355             0.328
           57                         0.368             0.357            0.335             0.309
           56                         0.347             0.337            0.316             0.291
           55                         0.325             0.315            0.296             0.273
------------------------------------------------------------------------------------------------
</TABLE>

      (b)  If a Benefit is distributed in a form other than the normal form (as
           specified in Section 5.01) or at an age other than Normal Retirement
           Age, the Benefit shall be adjusted as provided in this subsection.

                             Exhibit 10.4  Page 19
<PAGE>

           (1)  If Benefit payments commence to a Participant at a time other
                than Normal Retirement Age, the Participant's Accrued Benefit,
                before the adjustments provided for early or late retirement,
                shall be multiplied by a fraction, the numerator of which is the
                Annual Factor that corresponds to the age at which benefits
                commence to the Participant in the Plan's normal form of
                benefit, and the denominator of which is the Annual Factor that
                corresponds to the Normal Retirement Age under the Plan in the
                normal form of benefit.

           (2)  If Benefit payments commence to the Participant in a form other
                than the normal form of benefit, the product in the preceding
                paragraph will be actuarially adjusted in accordance with the
                provisions of Section 1.03.

           (3)  The Annual Factor is the factor derived from the table in (a)
                based on the Normal Retirement Age (determined without regard to
                the years of participation requirement, if any), and the Plan's
                normal form of benefit.

           (4)  If Benefit payments commence in a month other than the month in
                which the Participant attains the age specified in the foregoing
                table, the Annual Factor will be determined by straight line
                interpolation.

           (5)  Notwithstanding (4) above, for a benefit commencement date
                preceding the first day of the month in which the Participant
                attains age fifty-five (55), the Applicable Factor shall be the
                Actuarial Equivalent of the age fifty-five (55) Annual Factor
                determined in (a). For a benefit commencement date following the
                first day of the month in which the Participant attains age
                seventy (70), the Applicable Factor shall be the Actuarial
                Equivalent of the age seventy (70) Annual Factor determined in
                (a).

           (6)  A Disability Retirement Benefit other than a qualified
                Disability Retirement Benefit, commencing before a Participant's
                Normal Retirement Age will be treated as a Benefit subject to
                the limitations of this Section. A Disability Retirement
                Benefit, will be treated as a qualified Disability Retirement
                Benefit only if the benefit: (i) is payable under the Plan
                solely on account of a Participant's Disability, as determined
                by the Social Security Administration; (ii) terminates no later
                than the Participant's Normal Retirement Age; (iii) is not in
                excess of the amount of the benefit that would be payable if the
                Participant had separated from service at Normal Retirement Age,
                and (iv) upon attainment of Early or Normal Retirement Age, the
                Participant receives a benefit that satisfies the accrual and
                vesting rules of Section 411 of the Code (and the regulations
                thereunder) without taking into account the Disability
                Retirement Benefits made up to that age.

                             Exhibit 10.4  Page 20
<PAGE>

           (7)  If this Plan has had a Fresh Start, the limitations in this
                subsections (1) and (2) will be applied only to the
                Participant's accruals for years for which the Plan provides for
                the disparity permitted under Section 401(l) of the Code. All
                Benefit accruals for years for which the Plan does not provide
                for the disparity permitted under Section 401(l) of the Code
                will be actuarially adjusted in accordance with the provisions
                of Section 1.03.

                             Exhibit 10.4  Page 21
<PAGE>

                                   ARTICLE IV

                    Benefits upon Termination of Employment


4.01  Deferred Normal Retirement Benefit.  A Participant who separates from
      ----------------------------------
      service before his Normal Retirement Date shall receive, on his Normal
      Retirement Date after submitting a written application on a form
      prescribed for that purpose by the Plan Administrator, the vested portion
      of his Accrued Benefit determined as of the date he separated from
      service. The Committee may, in its sole discretion, accept a late filed
      application if petitioned to do so by the Participant for good cause
      shown.

      A Participant shall become vested in his Accrued Benefit attributable
      to Employer contributions according to the following schedule:

         Years of Vesting Service    Vested Percentage
         ------------------------    -----------------

            less than 3                        0%
            3 but less than 4                 20%
            4 but less than 5                 40%
            5 but less than 6                 60%
            6 but less than 7                 80%
            7 or more                        100%

      Accrued Benefits forfeited pursuant to this Section shall not be used to
      increase the Accrued Benefit of any other Participant.

4.02  Deferred Early Retirement Benefit.  A Participant entitled to the
      ---------------------------------
      Deferred Normal Retirement Benefit described above who separated from
      service prior to attaining his Early Retirement Age may elect to receive
      the Benefit commencing on his Early Retirement Date. The amount of such
      Benefit shall be reduced for early commencement as provided in Section
      3.02.

      Furthermore, a Participant entitled to the Deferred Normal Retirement
      Benefit described above who separated from service prior to attaining his
      Early Retirement Age may elect to receive his or her vested Benefit in
      either a single sum as described in Section 5.02(g) or in the Normal Form
      described in Section 5.01, commencing as soon as practicable after the
      Participant terminates employment with the Employer, provided the
      Actuarial Equivalent of the Participant's vested monthly Accrued Benefit
      does not exceed ten thousand dollars ($10,000) and not less than the
      amount specified in Section 5.04 for involuntary cashout. The vested
      Accrued Benefit shall be reduced so that the benefit commencing at such
      date is the Actuarial Equivalent of his vested Benefit payable at his
      Normal Retirement Date.

                             Exhibit 10.4  Page 22
<PAGE>

      The election to receive a Deferred Early Retirement Benefit shall be made
      by filing a written election with the Plan Administrator. Such election
      shall be irrevocable after commencement of any Benefit payments.

4.03  Form of Payment.  The benefits described in this Article IV shall be
      ---------------
      payable in the forms set out in Article V.

                             Exhibit 10.4  Page 23
<PAGE>

                                   ARTICLE V

                    Form and Payment of Retirement Benefits


5.01  Normal Form of Benefit.  Unless a Participant elects an optional form
      ----------------------
      of payment, the Benefits described in Article III and Article IV shall be
      payable in the form of an immediate Life Annuity as described in Section
      5.02(a) or, in the case of a Participant who is married on his Annuity
      Starting Date, in the form of an immediate Qualified Joint and Survivor
      Annuity as described in Section 5.02(b).

5.02  Other Forms of Benefit.  Provided the requirements of Section 5.03 are
      ----------------------
      met, a Participant may waive the normal form of benefit under the Plan and
      elect to receive Benefits in one of the forms set out below. Benefits
      payable in a form other than that described in (a) below shall be the
      Actuarial Equivalent thereof:

      (a)  Life Annuity -- Under this form of benefit (also referred to as a
           ------------
           straight-life annuity), payment of monthly installments will commence
           as provided in Article III or IV and will continue for the lifetime
           of the Participant and will cease upon his death.

      (b)  Qualified Joint and Survivor Annuity -- Under this form of benefit,
           ------------------------------------
           payment of monthly installments will commence as provided in Article
           III or IV and will be made for the lifetime of the Participant. If
           the Participant predeceases his Spouse, payment in an amount equal to
           50% (or 75% or 100%, if elected by the Participant) of the
           Participant's Benefit will continue to the Spouse for life.

      (c)  Five Years Certain and Life Annuity -- Under this form of benefit,
           -----------------------------------
           payment of monthly installments will commence as provided in Article
           III or IV and will continue for the Participant's lifetime. If the
           Participant dies before sixty (60) monthly installments have been
           paid, such benefit will be payable to the Participant's Beneficiary
           until a total of sixty (60) monthly installments have been paid. If,
           upon the Participant's death, there is no living designated
           Beneficiary or, if a Beneficiary receiving a benefit after the
           Participant's death dies before a total of sixty (60) monthly
           installments have been paid to the Participant and the Beneficiary,
           the commuted value of the unpaid installments shall be paid to the
           Participant's estate.

      (d)  Ten Years Certain and Life Annuity -- Under this form of benefit,
           ----------------------------------
           payment of monthly installments will commence as provided in Article
           III or IV and will continue for the Participant's lifetime. If the
           Participant dies before one hundred twenty (120) monthly installments
           have been paid, such Benefit will be payable to the Participant's
           Beneficiary until a total of one hundred twenty (120) monthly
           installments have been paid. If, upon the Participant's death, there
           is no living designated Beneficiary or, if a Beneficiary receiving a
           benefit after the

                             Exhibit 10.4  Page 24
<PAGE>

           Participant's death dies before a total of one hundred twenty (120)
           monthly installments have been paid to the Participant and the
           Beneficiary, the commuted value of the unpaid installments shall be
           paid to the Participant's estate.

      (e)  Fifteen Years Certain and Life Annuity -- Under this form of benefit,
           --------------------------------------
           payment of monthly installments will commence as provided in Article
           III or IV and will continue for the Participant's lifetime. If the
           Participant dies before one hundred eighty (180) monthly installments
           have been paid, such benefit will be payable to the Participant's
           Beneficiary until a total of one hundred eighty (180) monthly
           installments have been paid. If, upon the Participant's death, there
           is no living designated Beneficiary or, if a Beneficiary receiving a
           benefit after the Participant's death dies before a total of one
           hundred eighty (180) monthly installments have been paid to the
           Participant and the Beneficiary, the commuted value of the unpaid
           installments shall be paid to the Participant's estate.

      (f)  Joint and Survivor Annuity -- Under this form of benefit, monthly
           --------------------------
           payments will commence as provided in Article III or IV and will be
           made for the life of the Participant. If the Participant predeceases
           his Beneficiary, payments in an amount equal to 50%, 75% or 100% of
           the Participant's monthly Benefit shall continue to such Beneficiary
           for life.

      (g)  Single Sum Distribution -- Under this form of benefit, a single sum
           -----------------------
           payment will be made to the Participant that is the Actuarial
           Equivalent of the monthly Benefit payable under subsection (a) within
           a reasonable time after the end of the Plan Year in which the
           Participant's employment with the Company terminates, and in any
           event before the end of the second Plan Year following the Plan Year
           in which the Participant separates from the service of the Company.
           This option is available only for Participants for whom the Actuarial
           Equivalent of the monthly Benefit is not more than $10,000 and not
           less than the amount specified in Section 5.04 for involuntary
           cashout or who, under the terms of the Plan in effect on the day
           before the Effective Date of this Restatement, was entitled to elect
           a single sum distribution of his or her Accrued Benefit (but only
           with respect to the portion of Accrued Benefit earned before the
           amendment eliminating the right to such single sum distribution was
           executed).

      The election of a form of benefit under this Section may not be revoked or
      changed after a Participant's Annuity Starting Date.

5.03  Waiver of Qualified Joint and Survivor Annuity.
      ----------------------------------------------

      (a)  For the purposes of this Section, the term "Qualified Joint and
           Survivor Annuity" means not only the form of benefit described in
           Section 5.02(b) but also the normal form of benefit described in
           Section 5.01 payable to a Participant who is not married on his
           Annuity Starting Date.

                             Exhibit 10.4  Page 25
<PAGE>

      (b)  No less than thirty (30) days and no more than ninety (90) days
           before the Annuity Starting Date, the Plan Administrator shall
           provide a Participant with a written explanation in nontechnical
           language, of the terms and conditions of: (1) the Qualified Joint and
           Survivor Annuity, (2) his right to elect to waive the benefit and the
           effect of such election, (3) the rights of the Participant's Spouse
           with respect to such election, (4) the right to make and effect of, a
           revocation of a previous election, and (5) the relative values of the
           various forms of benefit under the Plan.

      (c)  A Participant may elect to waive the Qualified Joint and Survivor
           Annuity and to receive payment under another payment form only if the
           following conditions are met:

           (1)  The waiver is made within the ninety (90) day period ending on
                the Participant's Annuity Starting Date.

           (2)  The Participant's Spouse consents in writing to such waiver and
                to the designation of the beneficiary or the form of benefit
                elected. Such consent must be witnessed by a notary public or
                plan representative, must be filed with the Plan Administrator
                and must acknowledge the effect of such wavier. No consent is
                required if it is established to the satisfaction of the Plan
                Administrator that the Participant does not have a Spouse or
                that the Spouse cannot be located.

           The election to waive the Qualified Joint and Survivor Annuity may be
           revoked by the Participant at any time prior to his Annuity Starting
           Date.

           However, effective October 1, 1999, if the Participant, after having
           received the written explanation described above, affirmatively
           elects a form of distribution and the spouse consents to that form of
           distribution (if necessary), the Annuity Starting Date may be less
           than thirty (30) days after the written explanation was provided to
           the Participant, provided that the following requirements are met:

           (1)  The Plan Administrator provides information to the Participant
                clearly indicating that the Participant has a right to at least
                thirty (30) days to consider whether to waive the Qualified
                Joint and Survivor Annuity and consent to another form of
                distribution;

           (2)  The Participant is permitted to revoke an affirmative
                distribution election until the later of the Annuity Starting
                Date or the eighth day following the date the foregoing
                explanation is provided to the Participant;

           (3)  The Annuity Starting Date is after the date the foregoing
                explanation is provided to the Participant. The Annuity Starting
                Date may be before the affirmative distribution election is made
                and before distribution commences; and

                             Exhibit 10.4  Page 26
<PAGE>

           (4)  Distribution in accordance with the affirmative election does
                not commence before the eighth day after the foregoing
                explanation is provided to the Participant.

      (d)  Notwithstanding any other provision in the Plan, no benefit payment
           will be made prior to the time the notice requirements of subsection
           (b) have been satisfied. Any benefit payment which is delayed by
           operation of this subsection shall be paid to the Participant once
           the benefit amount is calculated.

5.04  Cash-out of Accrued Benefit.  Notwithstanding any other provision of the
      ---------------------------
      Plan, a Participant who separates from service or retires with a vested
      Accrued Benefit shall be paid the Actuarial Equivalent of such benefit in
      a single sum, provided that such Actuarial Equivalent has not, at the time
      of this or any prior distribution, exceeded the amount (five thousand
      dollars ($5,000) effective October 1, 1999, three thousand five hundred
      dollars ($3,500) prior to October 1, 1999) permitted to be cashed out
      without consent by Section 417(e) of the Code. Any such payment shall be
      in lieu of the benefits otherwise payable hereunder. For purposes of this
      Section, if the present value of the Participant's vested Accrued Benefit
      is zero, the Participant shall be deemed to have received a distribution
      of such vested benefit on the date his employment with the Employer ends.

      If a Participant who has received a single sum payment under this Section
      or Section 5.02(i) resumes employment covered under the Plan, such
      Participant's later Accrued Benefit hereunder shall not include Benefit
      Service attributable to his prior period of employment unless such
      Participant repays to the Plan the full amount of the previous
      distribution plus interest at the rate determined for purposes of Section
      411(c)(2)(C) of the Code (assessed from the date of the previous
      distribution), before the earlier of: i) five (5) years after the first
      date on which the Participant subsequently resumes employment covered by
      the Plan, or ii) the close of the first period of five (5) consecutive
      one-year Breaks in Service commencing after distribution. The Plan
      Administrator shall prescribe such procedures as it deems necessary or
      appropriate to facilitate such a repayment to the Plan by a person who
      resumes employment covered under the Plan.

      A Participant who resumes employment covered under the Plan shall be given
      the opportunity to repay to the Plan the amount described above only if
      such Participant received a distribution of the Actuarial Equivalent of
      his vested Benefit and the amount thereof was less than the Actuarial
      Equivalent of his Accrued Benefit (expressed in the form of an annual
      benefit commencing at Normal Retirement Age).

      Notwithstanding the above, no single sum payment may be made to the
      recipient of a Qualified Joint and Survivor Annuity after the Annuity
      Starting Date, unless the Participant and his Spouse (or where the
      Participant has died, the surviving Spouse) consent in writing to such
      distribution.

                             Exhibit 10.4  Page 27
<PAGE>

5.05  Commencement of Benefits.
      ------------------------

      (a)  Unless the Participant elects otherwise in writing pursuant to a
           provision of this Plan, the payment of Benefits under the Plan to a
           Participant shall commence no later than the sixtieth (60th) day
           after the close of the Plan Year in which the last of the following
           occurs:

           (1)  The Participant attains Normal Retirement Age;

           (2)  The tenth (10th) anniversary of the Participant's initial
                participation in the Plan; or

           (3)  The Participant terminates service with all Employers.

           A Participant who wishes to defer the commencement of benefit
           payments beyond the latest date specified above may elect to do so by
           filing with the Plan Administrator a written statement signed by the
           Participant that describes the Benefit and the date on which the
           payment of the Benefit is to commence. No election may be made that
           would defer the first payment date beyond the Required Beginning Date
           (defined in subsection (b)). Once filed, an election may be changed
           only with the consent of the Plan Administrator.

      (b)  Notwithstanding the above, for a Participant who reaches age seventy
           and one-half (70 1/2) prior to January 1, 2000 distribution of
           benefits must commence not later than the April 1 of the calendar
           year following the calendar year in which the Participant attains age
           seventy and one half (70 1/2). Provided, however, that in the case of
           an active Participant who has attained age seventy and one half (70
           1/2) prior to January 1, 1988 and who is not a five percent (5%)
           owner (as defined in Section 416 of the Code), distribution of
           benefits need not commence until the April 1 of the calendar year
           following the calendar year in which the Participant retires.
           Provided further, that in the case of an active Participant who
           attained age seventy and one half (70 1/2) during 1988 and who is not
           a five percent (5%) owner (as defined in Section 416 of the Code),
           distribution of benefits need not commence until April 1, 1990.

           Effective for Participants who reach age seventy and one-half (70
           1/2) on or after January 1, 2000, with respect to a five percent (5%)
           owner, distribution of benefits shall commence not later than April 1
           of the calendar year following the calendar year in which the
           Participant attains age seventy and one-half (70 1/2). A Participant
           who reaches age seventy and one-half (70 1/2) on or after January 1,
           2000 and who is not a five percent (5%) owner shall commence receipt
           of benefits not later than April 1 of the calendar year following the
           calendar year in which the Participant reaches age seventy and one-
           half or retires, if later.

           If the provisions of this Section 5.05(b) and Section 5.06 require
           the payment of benefits to a Participant who has not yet terminated
           employment, the Participant's additional Accrued Benefit earned
           during each subsequent accrual period and

                             Exhibit 10.4  Page 28
<PAGE>

           determined as of the end of such period shall be actuarially reduced
           to reflect distributions made during the period to which the
           additional Accrued Benefit relates.

5.06  Methods of Distribution.
      -----------------------

      (a)  Except as otherwise provided in Section 5.02(b), with respect to the
           Qualified Joint and Survivor Annuity requirements, the provisions of
           this Section will apply to any distribution of a Participant's
           interest and will take precedence over any inconsistent provisions of
           this Plan.

      (b)  All distributions required under this Section shall be determined and
           made in accordance with Section 401(a)(9) of the Code, as in effect
           on the Effective Date of this Restatement or as hereafter amended,
           and the regulations thereunder, including the minimum distribution
           death incidental benefit requirement of Proposed Treasury Regulation
           Section 1.401(a)(9)-2.

      (c)  Distribution of benefits, if not made in a single sum, shall be made
           over one of the following periods (or a combination thereof): 1) the
           life of such Participant; 2) the lives of such Participant and a
           designated Beneficiary; 3) a period not extending beyond the life
           expectancy of such Participant or 4) a period not extending beyond
           the life expectancy of such Participant and a designated Beneficiary.

      (d)  If the distribution of the Participant's interest has begun in
           accordance with the preceding paragraph 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 used as of his date of death.

      (e)  If the Participant dies before distribution commences, his or her
           entire interest will be distributed no later than December 31 of the
           calendar year containing the fifth anniversary of the Participant's
           death except to the extent an election is made to receive
           distributions in accordance with (1) and (2) below;

           (1)  Payments of any portion of such interest to or for the benefit
                of a Beneficiary may be made over the life or life expectancy of
                such Beneficiary commencing no later than December 31 of the
                calendar year containing the first anniversary of the
                Participant's death; and

           (2)  Payments of any portion of such interest to the Participant's
                surviving Spouse are not required to begin earlier than December
                31 of the calendar year in which the Participant would have
                attained age seventy and one half (70 1/2) or, if later,
                December 31 of the calendar year in which the Participant dies.

                             Exhibit 10.4  Page 29
<PAGE>

           If the Spouse dies before payments begin, subsequent distributions
           are required under this subsection (except for subsection (e)(2)) as
           if the surviving Spouse was the Participant.

           Such election must be made by the Participant (or his Beneficiary, if
           the Participant dies without having made such an election) on or
           before the earlier of the date by which distribution must commence
           absent such election and the date distribution must commence assuming
           such election has been made.

      (f)  For the purpose of this Section, distribution of a Participant's
           interest is considered to begin on the Participant's Required
           Beginning Date (or, if the next to last sentence of subsection (e)
           applies, the date distribution is required to begin to the surviving
           Spouse pursuant to subsection (e)). If distribution in the form of an
           annuity irrevocably commences to the Participant before the Required
           Beginning Date, distribution is considered to commence on the date it
           actually commences.

      (g)  Any amount paid to a child of the Participant will be treated as if
           it had been paid to the surviving Spouse if such benefit becomes
           payable to the surviving Spouse when the child reaches the age of
           majority.

      (h)  For purpose of this Section, any distribution required under the
           incidental death benefit requirements of Section 401(a) of the Code
           shall be treated as a distribution required under Section 401(a)(9)
           of the Code.

      (i)  If a Participant elects an optional form of benefit that provides a
           survivor benefit to a person other than a surviving spouse, the
           survivor benefit shall be limited so that the value of the annuity
           payable during the Participant's lifetime shall be not less than
           fifty-one percent (51%) of the value of the Participant's Accrued
           Benefit calculated at his actual Retirement Date.

5.07  Suspension of Benefits.
      ----------------------

      (a)  Retirement Benefits in pay status will be suspended for each calendar
           month following the Annuity Starting Date after a Participant is
           reemployed on a full-time permanent basis. Notwithstanding the
           foregoing, distributions shall continue for any Participant who does
           not complete at least forty (40) Hours of Service with the Employer,
           or if the Plan has not determined the actual number of Hours of
           Service, such Participant does not perform an Hour of Service on each
           of eight (8) or more days (or separate work shifts).

      (b)  Benefits suspended in accordance with this Section shall resume no
           later than the first day of the third calendar month following the
           calendar month when the Participant is no longer employed on a full-
           time permanent basis or fails to complete at least forty (40) Hours
           of Service with the Employer or to perform an Hour of Service on each
           of eight (8) or more days (or separate work shifts). The

                             Exhibit 10.4  Page 30
<PAGE>

           initial payment upon resumption shall include the payment scheduled
           to occur in the calendar month when payments resume and any amounts
           withheld during the period between the cessation of employment and
           the resumption of payments, less any amounts which are subject to
           offset.

      (c)  Normal Retirement Benefits shall not be withheld by the Plan pursuant
           to this Section unless the Plan Administrator notifies the
           Participant by personal delivery or first class mail during the first
           calendar month or payroll period in which the Plan withholds payments
           that the payment of his Retirement Benefit is suspended. Such
           notification shall contain a description of the specific reasons why
           the Participant's Benefit is suspended, a description of the Plan
           provisions relating to the suspension of Benefits, a copy of such
           Plan provisions, and a statement to the effect that applicable
           Department of Labor regulations may be found in Section 2530.203-3 of
           the Code of Federal Regulations. In addition, the notice shall
           contain a statement indicating that the Participant may seek a review
           of the suspension of his Retirement Benefits through the Plan's claim
           procedure.

      (d)  The amount of the Participant's monthly Benefit which may be
           suspended shall be as follows:

           (1)  Life Annuity. In the case of benefits payable periodically on a
                ------------
                monthly basis for as long as a life (or lives) continues, such
                as a straight life annuity or a Qualified Joint and Survivor
                Annuity, an amount equal to the portion of a monthly benefit
                payment derived from Employer contributions;

           (2)  Other Forms. In the case of a benefit payable in a form other
                -----------
                than a Life Annuity, an amount of the Employer-derived portion
                of benefit payments for a calendar month in which the
                Participant performs service as described in subsection (a),
                which does not exceed the lesser of: (i) the amount of benefits
                which would have been payable to the Participant if he had been
                receiving monthly benefits under the Plan since actual
                retirement based on a single life annuity commencing at actual
                retirement age or (ii) the actual amount paid or scheduled to be
                paid to the Participant for such month.

      (e)  The Plan Administrator shall establish procedures which are
           consistent with Department of Labor Regulation Section 2530.203-3,
           including, but not limited to, procedures for the resumption of
           benefits and the offsetting of benefit overpayments, if any.

      (f)  This Section does not apply to the minimum benefits payable to a Non-
           Key Employee under Article VIII.

      (g)  Upon termination of any such Participant's reemployment, whether or
           not the distributions were suspended during such reemployment, such
           Participant's pension distributions shall be computed pursuant to the
           applicable provisions of

                             Exhibit 10.4  Page 31
<PAGE>

           the Plan based on his Benefit Service and Final Average Compensation
           prior to the date of his previous retirement as well as his Benefit
           Service and Final Average Compensation during the period of his
           reemployment if such Participant accrued an additional Plan benefit
           as a result of service completed during his period of reemployment,
           but the amount thereof shall be reduced by an amount that is the
           Actuarial Equivalent of the accumulated value of the pension
           distributions, if any, such Participant received prior to termination
           of his reemployment and prior to his attaining age 65. The resulting
           Benefit shall not be less than the monthly Benefit in effect prior to
           reemployment.

5.08  Direct Rollover Distributions.
      -----------------------------

      (a)  Direct Rollover Election. 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 all or any
           portion of an Eligible Rollover Distribution to which he is otherwise
           entitled, paid directly to any one Eligible Retirement Plan specified
           by the Distributee in a Direct Rollover.

      (b)  Definitions.
           -----------

           (1)  Eligible Rollover Distribution means 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 (10) years or more; any distribution to the extent such
                distribution is required under Section 401(a)(9) of the Code;
                any hardship distribution described in Code Section
                401(k)(2)(B)(i)(IV); 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).

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

           (3)  Distributee means an Employee or former Employee.  In addition,
                -----------
                the Employee's or former Employee's surviving Spouse and the
                Employee's or

                             Exhibit 10.4  Page 32
<PAGE>

                former Employee's Spouse or former Spouse who is the alternate
                payee under a qualified domestic relations order, as defined in
                Section 414(p) of the Code, are Distributees with regard to the
                interest of the Spouse or former Spouse.

           (4)  Direct Rollover means a payment by the Plan to the Eligible
                ---------------
                Retirement Plan specified by the Distributee.

                             Exhibit 10.4  Page 33
<PAGE>

                                  ARTICLE VI

                         Preretirement Death Benefits


6.01  Eligibility for Death Benefit. The surviving Spouse of a Participant
      -----------------------------
      who:

      (a)  Had a Benefit under the Plan;

      (b)  Had at least one Hour of Service on or after August 23, 1984;

      (c)  Died before his Annuity Starting Date; and

      (d)  Was married to such Spouse on his date of death,

      shall be entitled to receive a Qualified Preretirement Survivor Annuity
      determined under Section 6.02 below.

      A Participant who is entitled to a Qualified Preretirement Survivor
      Annuity pursuant to this Section and who is employed by an Employer on the
      date of his death shall be 100% vested in his Accrued Benefit on the date
      of his death.


6.02  Amount of Qualified Preretirement Survivor Annuity.
      --------------------------------------------------

      (a)  If a Participant described in Section 6.01 dies after attaining his
           Earliest Retirement Age as described in subsection (c) below, the
           Qualified Preretirement Survivor Annuity payable to his surviving
           Spouse shall be a survivor annuity for life equal to the annuity that
           would have been payable to such Spouse if the Participant had retired
           on the date preceding his death with his Benefit payable in the form
           of a Qualified Joint and Survivor Annuity, as described in Section
           5.02(b) reduced in accordance with Section 3.02.

      (b)  If a Participant described in Section 6.01 dies prior to attaining
           his Earliest Retirement Age, the Qualified Preretirement Survivor
           Annuity payable to his surviving Spouse shall be a survivor annuity
           for life equal to the annuity which would have been payable to such
           Spouse if such Participant had:

          (1)  Separated from service on his or her date of death (or date of
               actual separation from service, if earlier);

          (2)  Survived to the date he would have first been eligible to retire
               under the Plan;

          (3)  Retired with a Qualified Joint and Survivor Annuity at such date
               or retirement eligibility; and

                             Exhibit 10.4 Page 34
<PAGE>

          (4)  Died on the next day.

      (c)  Notwithstanding subsections (a) and (b), if the Participant is
           married at the time of his death, has not waived his benefit under
           this Section, and dies while actively employed with an Employer, the
           surviving Spouse's death benefit payable shall be the greater of the
           benefit described in Section 6.03 payable as if the Participant had
           designated his surviving Spouse as his Beneficiary under that
           Section, expressed as an Actuarially Equivalent monthly benefit
           payable for the surviving Spouse's life, or the amount described in
           subsection (a) or (b) above, as applicable.

      (d)  Notwithstanding the foregoing, the Spouse of a Participant in respect
           of whom the death benefit under this paragraph (b) is payable shall
           be entitled to elect any optional form of payment pursuant to Section
           5.02, provided such election is made ninety days prior to the date
           the lifetime benefit would otherwise commence, and provided further
           that the Company shall furnish to the Spouse within a reasonable
           amount of time after the Spouse's election, a written explanation in
           non-technical language of the lifetime benefit and any alternatives,
           stating the financial effect (in terms of dollars) of each form of
           payment.

      (e)  For purposes of this Article, "Earliest Retirement Age" means the
           earliest date on which the Participant could separate from service
           and receive a voluntary distribution from the Plan.

6.03  Alternative Death Benefit.  If the Participant dies while employed by an
      -------------------------
      Employer and (i) the Participant is not married at the time of his death,
      or (ii) the Participant waives the benefit under Section 6.02, then

      (a)  In the event of the Participant's death before the earlier of his
           Early Retirement Date or his Normal Retirement Date, the
           Participant's Beneficiary shall receive a monthly benefit payable for
           the life of the Beneficiary that is the Actuarial Equivalent of one
           hundred percent (100%) of the Actuarial Equivalent of the
           Participant's Accrued Benefit calculated as of the Participant's
           death.

      (b)  In the event the Participant's death occurs after the earlier of his
           Early Retirement Date or his Normal Retirement Date, the death
           benefit shall be equal to the greater of sixty percent (60%) of the
           Participant's Normal Retirement Benefit calculated as of the date of
           the Participant's death but calculated as though the Participant had
           continued his service and earnings until age sixty-five (65), or, one
           hundred percent (100%) of the amount determined in (a) above, and
           payable monthly, beginning at age sixty-five (65), for the life of
           the Participant's Beneficiary.

      (c)  Notwithstanding the foregoing, the Beneficiary may elect to receive
           this benefit in any Actuarially Equivalent optional form of payment
           pursuant to Section 5.02.

                             Exhibit 10.4 Page 35
<PAGE>

6.04  Cash-out of Accrued Benefit.   Notwithstanding any other provision of the
      ---------------------------
      Plan, in the event the Actuarial Equivalent of the Qualified Preretirement
      Survivor Annuity has not, at the time of this or any prior distribution,
      exceeded the amount (five thousand dollars ($5,000) effective October 1,
      1999, three thousand five hundred dollars ($3,500) effective prior to
      October 1, 1999) permitted to be cashed out without consent under Section
      417(e) of the Code, payment of such benefit shall be in the form of a
      single sum. In the event the Actuarial Equivalent of the Qualified
      Preretirement Survivor Annuity exceeds the amount permitted to be cashed
      out without consent under Section 417(e) of the Code but does not exceed
      ten thousand dollars ($10,000), at the option of the surviving Spouse,
      payment of such benefit may be in the form of a single sum. Any such one-
      sum payment shall be in lieu of the benefits otherwise payable hereunder.

6.05  Time of Payment.  Payments to the surviving Spouse of the Qualified
      ---------------
      Preretirement Survivor Annuity described in Section 6.02 shall commence on
      the first day of the month in which the Participant would have attained
      his Earliest Retirement Age under the Plan. Provided, however, that at the
      election of the surviving Spouse, commencement of payments may be
      postponed to a date which is no later than the first day of the month in
      which the Participant would have attained his Normal Retirement Age under
      the Plan. If payment to the surviving Spouse of a Qualified Preretirement
      Survivor Annuity begins at a date later than the first day of the month in
      which the Participant would have attained earliest Retirement Age under
      the Plan, such payment shall be determined as if the Participant separated
      from service on his or her date of death (or date of actual separation
      from service, if earlier); survived to the date the surviving spouse
      benefit is to commence; retired with a Qualified Joint and Survivor
      Annually at such date; and died the next day.

                             Exhibit 10.4 Page 36
<PAGE>

                                  ARTICLE VII

                            Limitations on Benefits


7.01  Limitation on Annual Benefit.
      ----------------------------

      (a)  Notwithstanding any provision of the Plan to the contrary the maximum
           annual Retirement Benefit payable to a Participant under the Plan
           shall be subject to the limitations set forth in Section 415 of the
           Code.


      (b)  If the Retirement Benefit begins before the Participant reaches
           Social Security Retirement Age and on or after reaching age sixty-two
           (62), the dollar limitation described in Section 415(b)(1)(A) of the
           Code shall be reduced by five-ninths percent (5/9%) for each of the
           first thirty-six (36) months and by five-twelfths percent (5/12 %)
           for each of the additional months by which benefits commence before
           the month in which the Participant attains his Social Security
           Retirement Age.


      (c)  If the Retirement Benefit begins before the Participant reaches age
           sixty-two (62), the dollar limitation described in Section
           415(b)(1)(A) of the Code shall be the Actuarial Equivalent of the
           maximum benefit payable at age sixty-two (62).

      (d)  If the Retirement Benefit begins after the Participant's Social
           Security Retirement Age, such dollar limitation shall be the
           Actuarial Equivalent of the maximum benefit payable at the
           Participant's Social Security Retirement Age.

      (e)  If the Retirement Benefit is payable neither as a life annuity nor as
           a qualified joint and survivor annuity with the Participant's spouse
           as beneficiary, the maximum limitation shall be of Actuarial
           Equivalent to the maximum limitation otherwise applicable.

      (f)  Effective October 1, 1995, Actuarial Equivalent for purposes of this
           Section shall be determined in accordance with Section 415(b) of the
           Code and using the Plan's early retirement, late retirement, or
           optional benefit factors as appropriate, or, factors calculated from
           the IRS Mortality Table, if applicable, and five percent (5%),
           whichever factors result in the lowest dollar limitation.

      (g)  For limitation years commencing prior to January 1, 2000, if a
           Participant is a participant in any qualified defined contribution
           plan required to be taken into account for purposes of applying the
           combined plan limitations contained in Section 415(e) of the Code,
           then for any year the sum of the defined benefit plan fraction and
           the defined contribution plan fraction, as such terms are defined in
           said Section 415(e), shall not exceed 1.0. If for any year the
           foregoing combined plan limitation

                             Exhibit 10.4 Page 37
<PAGE>

           would be exceeded, the benefit provided under this Plan shall be
           reduced to the extent necessary to meet that limitation.

      (h)  Limitation Year generally means the Plan Year, unless the Company
           ---------------
           elects a different twelve (12) consecutive month period as provided
           by Treasury Regulation Section 1.415-2(b).

7.02  Reduction for Less Than 10 Years of Participation or Service.
      ------------------------------------------------------------

      (a)  Dollar Limitation.  If a Participant is credited with fewer than ten
           -----------------
           (10) years of Plan participation, the dollar limitation of Section
           7.01(a), as it may be adjusted in accordance with Section 7.02, shall
           be reduced by multiplying such amount by a fraction not to exceed one
           (1.0), the numerator of which is the Participant's number of years of
           participation (or part thereof) and the denominator of which is ten
           (10).

      (b)  Limitation on Compensation and Benefits. If a Participant is credited
           ---------------------------------------
           with fewer than ten (10) Years of Service with the Employer or with
           any other member of the Affiliated Group, the limitation under
           Section 7.01(b) and the ten thousand dollar ($10,000) minimum annual
           Benefit described in Section 7.01 shall be reduced by multiplying
           such amounts by a fraction not to exceed one (1.0), the numerator of
           which is the Participant's number of Years of Service and the
           denominator of which is ten (10).

      (c)  Change in Benefit Structure.  To the extent provided in regulations,
           ---------------------------
           the limitations set out in subsection (a) shall be applied separately
           with respect to each change in the benefit structure of the Plan.

      In no event shall the reductions set out in (a) and (b) above result in a
      limitation or amount which is less than one-tenth (1/10) of such
      limitation or amount determined without regard to this Section 7.04.

7.03  Preservation of Current Accrued Benefit.  If the Accrued Benefit of an
      ---------------------------------------
      individual who was a Participant as of the first day of the Limitation
      Year beginning in 1987 exceeds the benefit limitations under Section 7.01,
      as modified by Section 7.03 and Section 7.04, then, for purposes of those
      Sections and Section 7.06, the Dollar Limitation shall be equal to such
      Current Accrued Benefit.

      For purposes of this Section, Current Accrued Benefit means the
      Participant's accrued benefit under the Plan, determined as if the
      Participant had separated from service as of the close of the last
      Limitation Year beginning before January 1, 1987, when expressed as a
      benefit payable annually in the form of a straight life annuity (with no
      ancillary benefits) under a plan to which employees do not contribute and
      under which no rollover contributions (as defined in Sections 402(c),
      403(a)(4) and 408(d)(3) of the Code) are made. Any change in the terms and
      conditions of the Plan or any cost of living

                             Exhibit 10.4 Page 38
<PAGE>

      adjustment occurring after May 5, 1986 shall be disregarded in determining
      the amount of the Participant's Current Accrued Benefit.

      With respect to any individual who was a Participant prior to January 1,
      1989, the maximum annual benefit of such Participant shall not be less
      than such Participant's accrued benefit under the Plan determined as of
      the close of the last Limitation Year beginning before January 1, 1989
      (without taking into account any changes in the Plan or cost-of-living
      adjustments subsequent to January 1, 1989).

                             Exhibit 10.4 Page 39
<PAGE>

                                 ARTICLE VIII

                                Top-Heavy Rules


8.01  Top-Heavy Determination.
      -----------------------

      (a)  The provisions of this Article shall apply solely in the event that
           this Plan ever becomes Top-Heavy, as defined herein.

      (b)  For the purposes of this Article, the following definitions shall be
           used:

           (1)  Aggregation Group means
                -----------------

                (A)  Each plan of the Employer in which a Key Employee is a
                     Participant (in the Plan Year containing the Determination
                     Date or in any of the four preceding Plan Years), and

                (B)  Each other plan of the Employer which enables any plan
                     described in subsection (A) during the applicable period to
                     meet the requirements of Sections 401(a)(4) or 410 of the
                     Code.

                The Employer may treat any plan not described above as being
                part of such aggregation group if such group would continue to
                meet the requirements of Sections 401(a)(4) and 410 of the Code
                with such plan being taken into account.

           (2)  Determination Date means, with respect to any Plan Year, the
                ------------------
                last day of the preceding Plan Year, or in the case of the first
                Plan Year, the last day of such Plan Year.

           (3)  Key Employee means an Employee, a former Employee or the
                ------------
                Beneficiary of a former Employee, if, in the Plan Year
                containing the Determination Date or in any of the four
                preceding Plan Years, such Employee or former Employee is or was

                (A)  An officer of the Employer whose annual Compensation for
                     any such Plan Year exceeds fifty percent (50%) of the
                     amount in effect under Section 415(b)(1)(A) of the Code;
                     provided however, that no more than fifty (50) Employees
                     (or, if less, the greater of three (3) Employees or ten
                     percent (10%) of the Employees) shall be treated as
                     officers. For purposes of determining the number of
                     officers taken into account, employees described in Section
                     414(q)(8) of the Code shall be excluded;

                             Exhibit 10.4 Page 40
<PAGE>

                (B)  One (1) of the ten (10) Employees owning (or considered as
                     owning within the meaning of Section 318 of the Code) both
                     the largest interest in the Employer and more than a one-
                     half of one percent (0.5%) interest therein and whose
                     annual Compensation for any such Plan Year equals or
                     exceeds the amount in effect under Section 415(c)(1)(A) of
                     the Code; provided, however, if two Employees have the same
                     interest in the Employer, the Employee with the greater
                     annual Compensation for such Plan Year shall be treated as
                     having the larger interest; or

                (C)  A five percent (5%) owner of the Employer, or a one percent
                     (1%) owner (within the meaning of Sections 416(i)(1)(B) and
                     (C) of the Code) of the Employer whose annual Compensation
                     from the Employer for such Plan Year exceeds $150,000.

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

           (5)  Top-Heavy means that with respect to any Plan Year, the sum of
                ---------
                the present value of the cumulative Accrued Benefits (under this
                Plan and such other plans as provided in subsection (b)(1)
                above) for Key Employees as of any Determination Date exceeds
                sixty percent (60%) of the sum of the present value of the
                cumulative Accrued Benefits for all Employees. In making this
                calculation as of a Determination Date,

                (A)  The present value of an Accrued Benefit shall be determined
                     as of the most recent valuation date (which for purposes
                     hereof shall be the same date as is used for computing Plan
                     costs for minimum funding) occurring within the Plan Year
                     which includes the Determination Date,

                (B)  The present value of the Accrued Benefit of any Employee or
                     former Employee shall be increased by the aggregate
                     distribution made during the five (5) year period ending on
                     the Determination Date with respect to such Employee or
                     former Employee,

                (C)  The present value of the Accrued Benefit of

                     (i)  Any Non-Key Employee who was a Key Employee for any
                          prior Plan Year, and

                     (ii) Any former Employee who performed no service for the
                          employer maintaining the Plan during the five (5) year
                          period ending on the Determination Date shall be
                          ignored.

                             Exhibit 10.4 Page 41
<PAGE>

                (D)  If the present value of any Accrued Benefit under the Plan
                     includes any amount attributable to any rollovers to or
                     from the Plan, such value shall be adjusted, as required by
                     Section 416(g)(4)(A) of the Code.

                (E)  A Participant's Accrued Benefit in a defined benefit plan
                     will be determined under a uniform accrual method which
                     applies in all defined benefit plans maintained by the
                     Employer or, where there is no such method, as if such
                     benefit accrued not more rapidly than the slowest rate of
                     accrual permitted under the fractional rule of Section
                     411(b)(1)(c) of the Code.

                Notwithstanding the foregoing, this Plan shall be Top-Heavy if,
                as of any Determination Date, it is required by Section 416(g)
                of the Code to be included in an Aggregation Group which is
                determined to be a Top-Heavy Group. If an Aggregation Group
                includes two or more defined benefit plans, the actuarial
                assumptions set forth in this Section must be used with respect
                to all such plans and must be specified in such plans.

           (6)  Top-Heavy Group means any Aggregation Group if, as of the
                ---------------
                Determination Date, the sum of

                (A)  The present value of the cumulative accrued benefits for
                     all Key Employees under all defined benefit plans in such
                     Aggregation Group, and

                (B)  The aggregate of the accounts of all Key Employees under
                     all defined contribution plans in such Aggregation Group

                exceeds sixty percent (60%) of a similar sum determined for all
                Key Employees and Non-Key Employees.

           (7)  Compensation means compensation within the meaning of Section
                ------------
                415 Compensation and, except for the purpose of Section 8.03,
                shall also include any amount which is contributed by the
                Employer pursuant to a salary reduction agreement and which is
                not includible in the gross income of the Employee under Section
                125, 402(e)(3), 402(h) or 403(b) of the Code.

                Compensation of each Participant for the purposes of this
                Section for any determination period shall not exceed the limit
                on Compensation prescribed in Section 401(a)(17) of the Code
                (the "Section 401(a)(17) Limit"). For Plan Years beginning after
                December 31, 1988 and before January 1, 1994, this limitation
                shall be two hundred thousand dollars ($200,000), adjusted at
                the same time and in the same manner as under Section 415(d) of
                the Code, except that the first adjustment to the limit is

                             Exhibit 10.4 Page 42
<PAGE>

                effected on January 1, 1990. For Plan Years beginning on or
                after January 1, 1994, the limit is one hundred fifty thousand
                dollars ($150,000), as adjusted for increases in the cost of
                living in accordance with Section 401(a)(17)(B) of the Code. The
                cost of living adjustment in effect on January 1 of any calendar
                year shall apply to any determination period beginning in such
                calendar year. For this purpose, the "determination period" is
                any period not exceeding twelve (12) months over which
                Compensation is determined. If a determination period consists
                of fewer than twelve (12) months, the Section 401(a)(17) 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 twelve (12).

                For Plan Years beginning before January 1, 1997 in determining
                the Compensation of a Participant for purposes of this
                limitation, the rules of Section 414(q)(6) of the Code shall
                apply, except in applying such rules, the term "family" shall
                include only the Spouse of the Participant and any lineal
                descendant of the Participant who has not attained age nineteen
                (19) before the close of the year. If, as a result of the
                application of such rules, the adjusted Section 401(a)(17) Limit
                is exceeded, then (except for purposes of determining the
                portion of Compensation up to the integration level), the
                limitation shall be prorated among the affected individuals in
                proportion to each such individual's Compensation as determined
                under this Section prior to the application of this limitation.
                This paragraph shall not apply for Plan Years beginning on and
                after January 1, 1997.

                If Compensation for any prior determination period is taken into
                account in determining a Participant's benefits accruing in the
                current Plan Year, the Compensation for the prior determination
                period is subject to the adjusted 401(a)(17) Limit in effect for
                that prior determination period. For this purpose, for benefits
                accruing in Plan Years beginning on or after January 1, 1989 and
                before January 1, 1994 with respect to determination periods
                beginning before January 1, 1990, the Section 401(a)(17) Limit
                is two hundred thousand dollars ($200,000). Furthermore, for
                benefits accruing in Plan Years beginning on or after January 1,
                1994 with respect to determination periods beginning before the
                first day of the first plan year beginning on or after January
                1, 1994, the Section 401(a)(17) limit is one hundred and fifty
                thousand dollars ($150,000).

8.02  Vesting.
      -------

      (a)  For any Plan Year in which the Plan is Top-Heavy, the Vested
           Percentage applicable to the Accrued Benefit of an Employee who has
           at least one (1) Hour of Service after the Plan became Top-Heavy
           shall not be less than the percentage shown on the following table:

                             Exhibit 10.4 Page 43
<PAGE>

                           Years of             Vested
                        Vesting Service       Percentage
                        ---------------       ----------

                        less than 2                 0%
                        2 but less than 3          20%
                        3 but less than 4          40%
                        4 but less than 5          60%
                        5 but less than 6          80%
                        6 or more                 100%

      (b)  In the event the Plan ceases to be Top-Heavy for a Plan Year, the
           vesting schedule in effect immediately prior to the Plan Year in
           which the Plan became Top-Heavy shall again become applicable as an
           amendment to the Plan.

      (c)  In the event that the Plan becomes or ceases to be Top-Heavy, the
           Vested Percentage of a Participant's Accrued Benefit shall not be
           less than the Vested Percentage determined as of the last day of the
           last Plan Year prior to the change from Top-Heavy to not Top-Heavy or
           vice versa. Furthermore, each Participant who has completed at least
           three (3) Years of Vesting Service may elect to continue to have his
           Vested Percentage computed in accordance with the vesting schedule in
           effect for that Participant prior to the change.

8.03  Minimum Benefits.
      ----------------

      (a)  For any Plan Year in which the Plan is Top-Heavy and in which a
           Participant also participates in another qualified plan maintained by
           the Employer, the Top-Heavy minimum benefit required under this Plan
           will be provided under such other plan. For Employees who participate
           only in this Plan, the Accrued Benefit for a year in which the Plan
           is Top-Heavy, expressed as a life annuity (with no ancillary
           benefits) commencing at his Normal Retirement Date, shall be an
           amount which is not less than the product of

           (1) Two percent (2%),

           (2) The number of Plan Years beginning on or after January 1, 1984
               during which the Plan was Top-Heavy and with respect to which the
               Participant accrued a year of Vesting Service, and

           (3) The Participant's average annual Compensation for the period of
               five (5) consecutive Plan Years in each of which the Participant
               was an Active Participant and for which the Participant's
               aggregate annual Compensation was the greatest.  If the
               Participant did not receive Compensation in five (5) such Plan
               Years, his annual Compensation shall be averaged over his longest
               continuous period of participation.  In making the computations
               under this subparagraph, annual Compensation for Plan Years which
               are

                             Exhibit 10.4 Page 44
<PAGE>

               not included in the Plan Years taken into account under
               subsection (2) above shall be ignored.

      (b)  A Participant's minimum Benefit payable under this Section shall not
           exceed twenty percent (20%) of the amount described in subsection
           (a)(3).

      (c)  Only Non-Key Employees who have completed one thousand (1,000) Hours
           of Service shall receive the benefits described in this Section.

      (d)  Notwithstanding subsection (a), and to the extent permitted by
           applicable law and regulations, no benefit shall be accrued pursuant
           to this Section for a Plan Year with respect to Participant who is a
           participant in a defined contribution plan sponsored by an Employer
           if such Participant receives under such defined contribution plan
           (for the plan year ending with or within the Plan Year of this Plan)
           a contribution that is equal to or greater than five percent (5%) of
           such Participant's Section 415 Compensation for such Plan Year. If
           such contribution is less than five percent (5%) of the Participant's
           Section 415 Compensation for the Plan Year, the minimum Benefit
           provided in subsection (a) shall be offered by any Employer
           contribution provided under the defined contribution plan expressed
           as an actuarially equivalent annual benefit in accordance with
           regulations interpreting Section 416(f) of the Code.

8.04  Limitation on Benefits.  This Section shall apply for
      ----------------------
      limitation years beginning before January 1, 2000. In the event that the
      Plan is Top-Heavy, the limitations on the maximum benefit set out in
      Section 415(e) of the Code shall be modified as follows:

      (a)  The denominator of both the Defined Benefit Plan Fraction and the
           Defined Contribution Plan Fraction set forth in Sections 7.06(a)(1)
           and (b), respectively, shall be adjusted by substituting "one hundred
           percent (100%)" for "one hundred twenty-five percent (125%)" wherever
           it appears, and

      (b)  The numerator of the "transition fraction" described in Section
           415(e)(6)(B)(i) of the Code shall be calculated by substituting
           $41,500 for $51,875, to the extent required by Section 416(h) of the
           Code.

                             Exhibit 10.4 Page 45
<PAGE>

                                  ARTICLE IX

                              Plan Administration


9.01  Plan Administrator.  The Board shall appoint a Plan Committee
      ------------------
      ("Committee") which shall be the named fiduciary having the authority to
      control and manage the operation and administration of the Plan. The
      Committee shall consist of not less than three (3) persons. If the Board
      does not appoint a Committee, the Board shall act as the Committee.

9.02  General Powers, Rights and Duties.  Except as otherwise specifically
      ---------------------------------
      provided and in addition to the powers, rights and duties specifically
      given to the Plan Administrator elsewhere in the Plan and the Trust
      Agreement or by direct, written delegation from the Company, the Plan
      Administrator shall have the power and the duty to take all action and to
      make all decisions necessary or proper to carry out the Plan. The powers
      and duties of the Plan Administrator shall include the following:

      (a)  To, in its discretion, interpret all Plan provisions and to determine
           all questions arising under the Plan, including the power to
           determine the eligibility of Employees, Participants and all other
           persons to participate in the Plan or to receive benefits under the
           Plan and to determine the amount of benefits payable under the Plan
           to any person and to remedy ambiguities, inconsistencies or
           omissions;

      (b)  To adopt such rules of procedure and regulations and prescribe the
           use of such forms as in its opinion may be necessary for the proper
           and efficient administration of the Plan and as are consistent with
           the Plan and Trust Agreement;

      (c)  To enforce the Plan in accordance with the terms of the Plan and the
           Trust Agreement and the rules and regulations adopted pursuant to (b)
           above;

      (d)  To direct the Trustee in writing to make payments from the Trust Fund
           to Participants who qualify for such payments hereunder. Such written
           notice shall include such information as may be required for payment
           of benefits;

      (e)  To furnish the Participating Employers with such information as may
           be required by them for tax or other purposes in connection with the
           Plan;

      (f)  To employ agents, attorneys, accountants, actuaries or other persons
           (who also may be employed by an Employer) and to allocate or delegate
           to them such powers, rights and duties as the Plan Administrator has
           and may consider necessary or advisable to properly carry out
           administration of the Plan or compliance with the requirements of
           ERISA, provided that such allocation or

                             Exhibit 10.4 Page 46
<PAGE>

           delegation and the acceptance thereof by such agents, attorneys or
           other persons shall be in writing;

      (g)  To exercise such authority as it deems appropriate in order to comply
           with the reporting and disclosure requirements of ERISA and
           regulations issued thereunder;

      (h)  To provide a full and fair review to any Participant whose claim for
           benefits has been denied in whole or in part; and

      (i)  To establish and carry out a funding policy and method consistent
           with the objectives of the Plan and ERISA, pursuant to which the
           Company shall determine the Plan's liquidity and financial needs and
           communicate them to the Trustees or other fiduciaries who are charged
           with determining investment policy.

9.03  Manner of Action.  During a period in which two (2) or more Committee
      ----------------
      members are acting, the following provisions apply where the context
      admits:

      (a)  The Committee shall select a Chairman and may select a Secretary (who
           may, but need not, be a member of the Committee).

      (b)  A Committee member may delegate any or all of his rights, powers, and
           duties to any other member provided such delegation is in writing and
           is consented to by such other Committee member.

      (c)  The Committee members may act by meeting and may execute any document
           by signing one document or concurrent documents.

      (d)  A majority of the members of the Committee at the time in office
           shall constitute a quorum for the transaction of business at any
           meeting. Any determination or action of a Committee may be made or
           taken by a majority of the members present at any meeting or without
           a meeting by a resolution or written memorandum concurred in by a
           majority of the members then in office.

      (e)  If there is an even division of opinion among the Committee members
           as to a matter, a disinterested party selected by the Committee shall
           decide the matter and his decision shall control.

      (f)  Except as otherwise provided by law, no member of the Committee shall
           be liable or responsible for an act or omission of the other
           Committee members in which the former has not concurred.

      (g)  The certificate of the secretary of the Committee or of a majority of
           the Committee members that the Committee has taken or authorized any
           action shall be conclusive in favor of any person relying on the
           certificate.

                             Exhibit 10.4 Page 47
<PAGE>

9.04  Interested Committee Member.  A member of the Committee who is also a
      ---------------------------
      Participant in the Plan may not decide or determine any issue concerning
      the amount of his benefit or its distribution to him unless such decision
      or determination could be made by him under the Plan if he were not
      serving on the Committee.

9.05  Resignation or Removal of Committee Members.  A member of the Committee
      -------------------------------------------
      may be removed by the Board at any time by thirty (30) days prior written
      notice to him and the other members of the Committee. A member of the
      Committee may resign at any time by giving thirty (30) days written notice
      to the Board and the other members of the Committee. The Board may fill
      any vacancy in the membership of the Committee; provided, however, that if
      a vacancy reduces the membership of the Committee to less than three (3),
      such vacancy shall be filled as soon as practicable. The Board shall give
      prompt written notice thereof to the members of the Committee. Until any
      such vacancy is filled, the remaining members may exercise all of the
      powers, rights and duties conferred on the Committee.

9.06  Nondiscrimination.  The Plan Administrator shall not take action nor
      -----------------
      direct the Trustee to take any action with respect to any of the benefits
      provided hereunder which would discriminate in favor of highly compensated
      employees or which would benefit certain Participants at the expense of
      others. There shall similarly be no discrimination between similarly-
      situated Participants. This provision shall not limit the power of the
      Employer to act in its capacity as settlor with respect to the Plan.

9.07  Delegation and Reliance. To the extent permitted by law, the Plan
      -----------------------
      Administrator and any person to whom it may delegate any duty or power in
      connection with administering the Plan, the Employer, and the officers and
      directors thereof, shall be entitled to rely conclusively upon, and shall
      be fully protected in any action taken in good faith in the reliance upon
      any actuary, counsel, accountant or other person selected by the Plan
      Administrator. Further, to the extent permitted by law, neither the Plan
      Administrator, nor any members thereof, nor any Employer, nor the officers
      or directors thereof, shall be liable for any neglect, omission or
      wrongdoing of a Trustee, insurance company, investment manager, or any
      other person or fiduciary.

9.08  Claims Procedure.  The claims procedure hereunder shall be as provided
      ----------------
      herein:

      (a)  Claim.  A Participant or Beneficiary or other person who believes
           -----
           that he is being denied a benefit to which he is entitled
           (hereinafter referred to as "Claimant") may file a written request
           for such benefit with the Plan Administrator setting forth his claim.

      (b)  Response to Claim. The Plan Administrator shall respond within ninety
           -----------------
           (90) days of receipt of the claim. However, upon written notification
           to the Claimant, the response period may be extended for an
           additional ninety (90) days for reasonable cause. If the claim is
           denied in whole or in part, the Claimant shall be provided with a
           written opinion using nontechnical language setting forth:

                             Exhibit 10.4 Page 48
<PAGE>

           (1)  The specific reason or reasons for denial;

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

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

           (4)  Appropriate information as to the steps to be taken if the
                Claimant wishes to submit the claim for review; and

           (5)  The time limits for requesting a review.

      (c)  Request for Review.  Within sixty (60) days after the receipt by the
           ------------------
           Claimant of the written opinion described above, the Claimant may
           request in writing that the Plan Administrator review the
           determination.

           The Claimant or his duly authorized representative may review the
           pertinent documents and submit issues and comments in writing for
           consideration by the Plan Administrator. If the Claimant does not
           request a review of the determination within such sixty (60) day
           period, he shall be barred from challenging the determination.

      (d)  Review and Decision.  The Plan Administrator shall review the
           -------------------
           determination within sixty (60) days after receipt of a Claimant's
           request for review; provided, however, that for reasonable cause such
           period may be extended to no more than one hundred twenty (120) days.
           After considering all materials presented by the Claimant, the Plan
           Administrator will render a written opinion, written in a manner
           calculated to be understood by the Claimant setting forth the
           specific reasons for the decision and containing specific references
           to the pertinent Plan provisions on which the decision is based.

9.09  Plan Administrator's Decision Final.  Subject to applicable law, any
      -----------------------------------
      interpretation of the provisions of the Plan and any decision on any
      matter within the discretion of the Plan Administrator made by the Plan
      Administrator in good faith shall be binding on all persons. Any
      misstatement or other mistake of fact shall be corrected when it becomes
      known and the Plan Administrator shall make such adjustment on account
      thereof as it considers equitable and practicable.

9.10  Standard of Review.  The Plan Administrator shall perform its duties as
      ------------------
      the Plan Administrator and in its sole discretion shall determine
      appropriate courses of action in light of the reason and purpose for which
      this Plan is established and maintained. In particular, the Plan
      Administrator shall interpret all Plan provisions, and make all
      determinations as to whether any Participant or Beneficiary is entitled to
      receive any benefit under the terms of this Plan which interpretation
      shall be made by the Plan

                             Exhibit 10.4 Page 49
<PAGE>

      Administrator in its sole discretion. Any construction of the terms of the
      Plan that is adopted by the Plan Administrator and for which there is a
      rational basis shall be final and legally binding on all parties.

      Any interpretation of the Plan or other action of the Plan Administrator
      shall be subject to review only if such interpretation or other action is
      without rational basis. Any review of a final decision or action of the
      Plan Administrator shall be based only on such evidence presented to or
      considered by the Plan Administrator at the time it made the decision that
      is the subject of review. If any Participating Employer and/or any
      Eligible Employee who performs services for a Participating Employer that
      is or may be compensated for in part by benefits payable pursuant to this
      Plan, such an individual shall be treated as agreeing with and consenting
      to any decision that the Plan Administrator makes in its sole discretion
      and further agrees to the limited standard of review described by this
      Section 9.10 by the acceptance of such benefits.

9.11  Information Required by Plan Administrator.  Each person entitled to
      ------------------------------------------
      benefits under the Plan must file his most recent post office address with
      the Plan Administrator. Any communication, statement or notice addressed
      to any such person at the last post office address filed with the Plan
      Administrator will be binding upon such person for all purposes of the
      Plan. Each person entitled to benefits under the Plan also shall furnish
      the Plan Administrator with such documents or information as the Plan
      Administrator considers necessary or desirable for the purpose of
      administering the Plan. The Employer shall furnish the Plan Administrator
      with such data and information as the Plan Administrator may deem
      necessary or desirable in order to administer the Plan. The records of any
      Employer with respect to periods of employment, termination of employment
      and the reason therefor, leave of absence, re-employment and earnings will
      be conclusive on all persons unless determined by the Plan Administrator
      to be incorrect.

9.12  Expenses of the Plan.  Administrative expenses of the Plan, such as
      --------------------
      actuarial, consulting and legal services, shall be paid directly by the
      Trust Fund to the extent such payments are permitted by law. Such expenses
      may, in the discretion of the Employer, be paid directly by the Employer.

9.13  Freedom from Liability.  The Plan Administrator shall be entitled to
      ----------------------
      rely upon information furnished by the Company and upon tables, valuation,
      certificates, opinions and reports furnished by any trustee, accountant,
      actuary, insurer or legal counsel in connection with any action or
      determination. To the extent permitted by law, the Company shall
      indemnify, hold harmless and defend the Plan Administrator against any
      liability or loss (including any sum paid in settlement of a claim)
      sustained as a result of any act or omission in their administrative
      capacities, if such act or omission does not involve willful misconduct.
      Such indemnification shall include attorneys' fees and other costs and
      expenses reasonably incurred in defense of any action brought against the
      Plan Administrator and shall apply to any persons who are or were
      directors, officers or Employees of any Employer who may be subjected to
      liability by reason of an act or omission occurring in good faith in the
      operation and administration of the Plan or Trust or in the investment of
      the assets of the Trust.

                             Exhibit 10.4 Page 50
<PAGE>

                                   ARTICLE X

                           Amendment or Termination


10.01 Amendment or Modification of the Plan. Except as provided herein, the
      -------------------------------------
      Board reserves the right to amend or terminate this Plan at any time and
      in any manner. The Board may delegate this authority to any officer(s) of
      the Company. Any action by the Board shall be evidenced by a valid
      resolution. Any action by any officer(s) shall be evidenced by a valid
      officer's certificate. The resolutions and officer's certificates shall be
      attached to this Plan and considered a part hereof. No modification or
      amendment shall:

      (a) Cause or permit any portion of the funds or assets of the Plan to
          become the property of the Employer prior to the satisfaction of all
          liabilities of the Plan;

      (b) Increase the duties or responsibilities of the Trustee without its
          written consent;

      (c) Be effective to the extent that it may decrease the Accrued Benefit
          (as provided in Code Section 411(d)(6)) of any Participant, except as
          permitted pursuant to Section 412(c)(8) of the Code; or

      (d) Become effective until set forth in a revised participation agreement
          executed by the Company if such amendment is made by any other
          Employer.

      If the Plan's vesting schedule is changed as a result of an amendment,
      each Participant who has completed at least three (3) Years of Service may
      elect to continue to have his vested percentage computed in accordance
      with the vesting schedule in effect for that Participant prior to the
      amendment. This election may be made no earlier than the date the
      amendment is adopted and no later than the latest of the date that is
      sixty (60) days after the date: (i) the amendment is adopted; (ii) the
      amendment becomes effective; or (iii) the Participant is issued a written
      notice of the amendment by the Employer or Plan Administrator.

10.02 Termination of the Plan. Although the Company intends to continue the Plan
      -----------------------
      as a permanent retirement program for the benefit of its Participants, the
      making of contributions and the continuation of the Plan are not assumed
      by the Employer as a contractual obligation. The Employer expressly does
      not guarantee the payment of any benefit or amount which may become due
      under the Plan to any Participant or Beneficiary. The Employer reserves
      the right at any time to discontinue its contributions or to terminate the
      Plan. The Plan may also be terminated as a result of a determination by
      the Pension Benefit Guaranty Corporation (PBGC), or by a decree by an
      appropriate court of law.

10.03 Distribution upon Termination of the Plan. Upon termination or partial
      -----------------------------------------
      termination of the Plan by an Employer, each Participant's Accrued
      Benefit, to the extent funded, shall be

                             Exhibit 10.4 Page 51
<PAGE>

      nonforfeitable, and the plan assets held by the Trustee and/or insurance
      company or companies for that Employer (or in the case of partial
      termination, for that particular group of Participants) shall be allocated
      in accordance with Section 4044 of ERISA in order to provide pensions for
      the affected Participants and Beneficiaries.

10.04 Residual Assets. To the extent permitted by law, any residual assets of
      ---------------
      the Plan shall be distributed to the Employer if all liabilities of the
      Plan to Participants and Beneficiaries have been satisfied. Such assets
      shall be allocated among Participating Employers in such proportions as
      the Company shall determine. If this Section of the Plan is amended and
      the Plan previously did not contain a provision for the reversion of
      residual assets to the Employer upon Plan termination, this Section shall
      first become effective at the end of the fifth (5th) calendar year
      following the date of the adoption of this Restatement.

10.05 Restriction on Distribution of Benefits.
      ---------------------------------------

      (a) The provisions of Treasury Regulation Section 1.401(a)(4)-5(b) shall
          apply.  In addition, annual payments to an employee who is among the
          twenty-five (25) highly compensated employees or highly compensated
          former employees with the greatest Compensation in the current or any
          prior year shall not exceed an amount equal to the payments that would
          be made on behalf of the employee under:

          (1)  A straight life annuity that is the actuarial equivalent of the
               employee's Accrued Benefit and the other benefits to which the
               employee is entitled under the Plan (other than any Social
               Security Supplement); and

          (2)  The amount of the payments that the employee is entitled to
               receive under any Social Security supplement.

      (b) The restrictions of Subsection (a) do not apply if any one of the
          following is satisfied:

          (1)  After payment to such employee of all benefits (as described in
               Treasury Regulation Section 1.401(a)(4)-5(b)(3)(iii)), the value
               of Plan assets equals or exceeds one hundred ten percent (110%)
               of the value of current liabilities, as defined in Section
               412(l)(7);

          (2)  The value of the benefits (as described in Treasury Regulation
               Section 1.401(a)(4)-5(b)(3)(iii)) for such employee is less than
               one percent (1%) of the value of current liabilities before
               distribution; or

          (3)  The value of the benefits (as described in Treasury Regulation
               Section 1.401(a)(4)-5(b)(3)(iii)) for such employee does not
               exceed the amount described in Section 411(a)(11)(A) of the Code;
               or

          (4)  The Plan terminates and the benefit received by each Participant
               is nondiscriminatory under Section 401(a)(4) of the Code.

                             Exhibit 10.4 Page 52
<PAGE>

      The above provisions shall apply only to the extent required by Section
      401(a)(4) of the Code and the regulations thereunder.

10.06 Repayment of Restricted Amounts. Notwithstanding the above, the Plan
      -------------------------------
      Administrator, to the extent permitted by law and this Plan, may authorize
      payment of a Participant's entire Benefit in the form of a lump sum,
      provided that:

      (a) The Participant enters into an agreement with the Trustee providing
          for repayment of the amount which would be restricted under Section
          10.05 in the event there is a termination of the Plan during the
          applicable period, and

      (b) The Participant guarantees such repayment by depositing in escrow with
          an acceptable depository either:

          (1)  Property having a fair market value equal to one hundred twenty-
               five percent (125%) of the amount which would have to be repaid
               if the Plan had terminated on the date the lump sum was paid, or

          (2)  A bond equal to at least one hundred percent (100%) of such
               amount, which bond must be issued by an insurance company,
               bonding company or other surety approved by the U.S. Treasury
               Department as an acceptable surety for federal bonds, or

          (3)  A bank letter of credit in an amount equal to at least one
               hundred percent (100%) of such amount.

          The Participant must further agree that if the fair market value of
          deposited property (pursuant to (A) above) declines to less than one
          hundred ten percent (110%) of the amount to be repaid, he or she shall
          deliver additional property to the depository such that the total
          value of all property so deposited is increased to one hundred twenty-
          five percent (125%) of the amount to be repaid.

          Property or assets shall be held in the depository until the Plan
          Administrator certifies to the depository, surety or bank that no
          obligation of repayment exists.  Provided, however, that property in
          the escrow account may be withdrawn by the Participant to the extent
          it exceeds one hundred twenty-five percent (125%) of the amount to be
          repaid.  Likewise, a bond or letter of credit may be reduced to the
          extent it exceeds one hundred percent (100%) of such amount.  The
          Participant may withdraw earnings on the property in escrow provided
          the value of the property in escrow does not fall below the required
          level.  The amount to be repaid may be adjusted to take into account
          the decrease in the restriction as the applicable ten (10) year period
          elapses.

                             Exhibit 10.4 Page 53
<PAGE>

                                  ARTICLE XI

                              Funding of the Plan


11.01 Establishment of Trust. For the purpose of funding the Benefits provided
      ----------------------
      for herein, the Company has established a Trust Fund. The Employer shall
      contribute funds into the Trust Fund for the purpose of distributing to
      Participants and their Beneficiaries the corpus and income of the fund
      accumulated by the Trust in accordance with the Plan. The Trustee shall
      receive, hold in trust and disburse the assets of the Trust Fund in
      accordance with the provisions of the Plan and Trust. The Plan
      Administrator shall direct the Trustee in writing to make payments to or
      on behalf of Participants entitled to Benefits in accordance with this
      Plan and the Trust Agreement.

11.02 Employer Contributions. The Employer shall make such contributions to the
      ----------------------
      Trust Fund as are required to keep the Plan qualified under Section 401 of
      the Code and any other relevant section of the Code or any successors
      thereto, subject to its right to amend or discontinue the Plan and
      discontinue contributions. All Benefits will be paid from the Trust and
      neither the Employer nor the Trustee shall be liable to Participants or
      their Beneficiaries if the Trust corpus shall be insufficient to provide
      for the payment of Benefits. Except as provided by ERISA, the Employer
      shall have no liability with respect to the administration of the Trust or
      of the funds, securities or other assets paid over to the Trustee, and
      each Participant or other Beneficiary shall look solely to the Trust Fund
      or the Pension Benefit Guaranty Corporation (PBGC) for any payments of
      Benefits under the Plan.

      One Employer that has adopted this Plan for the benefit of its employees
      may make contributions hereto for the benefit of the employees of another
      Employer that has adopted this Plan, to the extent that the Employer
      making such contribution would be entitled to claim a federal income tax
      deduction for such contribution.

11.03 Funding Standards. The Employer intends to contribute, but does not
      -----------------
      guarantee to do so, funds hereunder in amounts no less than the minimum
      required by the funding standards of ERISA. The Employer may from time to
      time contribute amounts greater than such minimum. A funding standard
      account shall be established and maintained so that it may be determined
      if the Employer has complied with minimum funding standards.

11.04 Changes in Funding Medium or Method. The Company reserves the right to
      -----------------------------------
      change the medium and method of funding at any time at its discretion and
      without the consent of any person or organization, subject to any
      applicable requirements of ERISA. Subject to the specific provisions of
      the Trust Agreement, the Company reserves the right to amend the Trust
      Agreement and to remove the current Trustee and appoint a successor
      Trustee as it may deem appropriate.

                            Exhibit 10.4    Page 54



<PAGE>

11.05 Purchase of Annuities. If pursuant to the Trust Agreement the Trustee is
      ---------------------
      directed by the Plan Administrator to purchase restricted non-transferable
      annuities from an insurance company to provide the benefits of the
      Participants, any dividends or other credits generated under any such
      annuity contract shall be applied to reduce the amount of future
      contributions by the Employer.

11.06 No Diversion. No part of the corpus or income of the Trust Fund shall be
      ------------
      used for, or diverted to, purposes other than for the exclusive benefit of
      Participants or their Beneficiaries, at any time prior to the satisfaction
      of all liabilities with respect to Participants and their Beneficiaries
      under the Plan and Trust. The Company intends that the Plan shall meet the
      requirements of the Code pertaining to the qualification of employee
      pension plans. Under no circumstances shall the Employer have any vested
      right, title or interest in any assets in the Trust Fund nor shall any
      such assets revert to the Employer or inure to its benefit in any way
      prior to satisfaction of all liabilities of the Plan. Any Participant with
      a vested Benefit hereunder shall only be entitled to Benefits to the
      extent funded, except as provided by ERISA.

11.07 Treatment of Forfeitures. Any forfeitures arising hereunder shall be used
      ------------------------
      to reduce future Employer contributions. Such forfeitures shall not be
      applied to increase the Benefits any Participant would otherwise receive
      under the Plan.

11.08 Return of Contributions. All Employer contributions are made conditioned
      -----------------------
      upon their deductibility for federal income tax purposes under Section 404
      of the Code and upon continuing qualification of the Plan under Section
      401 of the Code. Amounts contributed by the Employer shall be returned to
      the Employer under the following conditions:

      (a) If a contribution was made by an Employer by a mistake of fact, the
          excess of the amount of such contribution over the amount that would
          have been contributed had there been no mistake of fact shall be
          returned to the Employer within one year after the payment of the
          contribution.

      (b) If an Employer makes a contribution which is not deductible under
          Section 404 of the Code, such contribution (but only to the extent
          disallowed) shall be returned to the Employer within one year after
          the disallowance of the deduction, or in the case of de minimis
          nondeductible contribution as described in Rev. Proc. 90-49, returned
          within one year from the date of actuarial certification.

      (c) If an Employer makes a contribution which is conditioned on initial
          qualification of the Plan under the Code and if the Plan does not so
          qualify, then such contribution shall be returned to the Employer
          within one year after the date of denial of qualification of the Plan
          provided that an application for determination is made by the time
          prescribed by law for filing the Employer's federal income tax return
          for the taxable year in which the Plan was adopted or such later date
          as the Secretary of the Treasury may prescribe.

                             Exhibit 10.4 Page 55
<PAGE>

11.09 Litigation by Participants or Beneficiaries. If a Participant or other
      -------------------------------------------
      person brings a legal action against the Trustee, one or more Employers,
      and/or the Committee (or any member or members thereof), and such action
      results adversely to that person, or if a legal action arises because of
      conflicting claims to a Participant's or other person's benefits, the
      costs borne by the Trustee, the Employers, the Committee (or any member or
      members thereof) in defending the action will be charged, to the extent
      permitted by law, to the amounts involved in the action or which were
      payable to the Participant or other person concerned.

                             Exhibit 10.4 Page 56
<PAGE>

                                  ARTICLE XII

                              General Provisions

12.01 Non-Alienation.
      --------------

      (a) None of the Benefits under the Plan are subject to the claims of
          creditors of Participants or Beneficiaries, and will not be subject to
          attachment, garnishment or any other legal process.  Neither a
          Participant nor a Beneficiary may assign, sell, borrow on, or
          otherwise encumber any of his beneficial interest in the Plan and
          Trust Fund, nor shall any such Benefits be in any manner liable for or
          subject to the deeds, contracts, liabilities, engagements or torts of
          any Participant or Beneficiary.  If a Participant or Beneficiary
          becomes bankrupt or attempts to anticipate, sell, alienate, transfer,
          pledge, assign, encumber or change any Benefit specifically provided
          for herein, or if a court of competent jurisdiction enters an order
          purporting to subject such interest to the claim of any creditor, then
          the Trustee shall hold or apply such Benefit to or for the benefit of
          such Participant or Beneficiary in such manner as the Employer may
          deem proper.  The foregoing shall not apply to judgments, orders and
          decrees issued after, and settlement agreements entered into on or
          after, August 5, 1997 to the extent permitted by Code Section
          401(a)(13)(C) and (D).

      (b) The restrictions set out in the preceding subsection shall also apply
          to the creation, assignment, or recognition of a right under a
          domestic relations order, unless such order is determined to be a
          qualified domestic relations order as defined in Section 414(p) of the
          Code (and those other domestic relations orders permitted to be so
          treated as a qualified domestic relations order under the provisions
          of the Retirement Equity Act of 1984).  A domestic relations order
          entered before January 1, 1985 will be treated as a qualified domestic
          relations order if payment of Benefits pursuant to the order has
          commenced as of such date, or if benefits had not commenced by such
          date, may be treated as a qualified domestic relations order pursuant
          to written procedures promulgated by the Plan Administrator.

          The Plan Administrator shall develop written procedures to determine
          whether a domestic relations court order meets the requirements of a
          qualified domestic relations court order as defined in Section 414(p)
          of the Code and to determine the method of distributing benefits in
          compliance with the order.  Upon receiving a domestic relations court
          order, the Administrator shall notify all affected participants and
          any alternate payees that the order has been received.  The Plan
          Administrator shall also notify the affected Participants and
          alternate payees of its procedure for determining whether the domestic
          relations order is qualified under Section 414(p) of the Code.

          While the Plan Administrator is determining the qualified status of
          the order, the Plan Administrator shall segregate in a separate
          account the amount (if any) that

                             Exhibit 10.4 Page 57
<PAGE>

          will be payable to an alternate payee under this order (if it were a
          qualified domestic relations order) during this period. If the Plan
          Administrator determines the order is a qualified domestic relations
          order under Section 414(p) of the Code, during the 18 month period
          commencing on the date the first payment would be required under the
          qualified domestic relations order, then the alternate payee shall
          receive payment from the separate account. If the Administrator cannot
          make a determination of the order's qualified status during the 18
          month period (or determines the order is not a qualified domestic
          relations order), then the trustee shall return the amounts in the
          separate account to the account of the affected Participants as if no
          court order had been received.

12.02 Substitute Payee. In the event a distribution is to be made to a minor or
      ----------------
      to any Participant or other Beneficiary who, in the opinion of the Plan
      Administrator, is incapable of properly using, expending, investing or
      otherwise disposing of such distribution, the Plan Administrator may,
      based on objective criteria, order the Trustee to make such distribution
      to a legal or natural guardian or other relative of such minor or to the
      court appointed guardian of any incompetent, or to any adult with whom
      such person temporarily or permanently resides. Such distribution shall
      fully discharge the Trustee, Employer and Plan from further liability.

12.03 Absence of Guarantee.  Neither the Plan Administrator nor any Employer
      --------------------
      in any way guarantees the Trust Fund from loss or depreciation. Except as
      required by applicable law, the Employers do not guarantee any payment to
      any person. The liability of the Trustee or the Plan Administrator to make
      any payment under the Plan will be limited to the assets held by the
      Trustee which are available for that purpose.

12.04 No Contract. 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
      such individual as a Participant in the Plan.

12.05 Missing Persons. If after making reasonable efforts (including mailing a
      ---------------
      notice to the last known address of the Participant or other payee under
      the Plan), the Trustee or insurance company is unable to locate a
      Participant or to ascertain the identity of, or to locate any other person
      to whom payment is due under the Plan, such payment and all subsequent
      payments otherwise due shall be forfeited twenty-four (24) months after
      the date such payment first became due or, upon termination, such payment
      and all subsequent payments shall be forfeited pursuant to the applicable
      law of escheat. Provided, however, that any payment forfeited under this
      Section other than by reason of escheat shall be reinstated retroactively
      no later than sixty (60) days after the date on which the Participant or
      other payee is located or identified.

                             Exhibit 10.4 Page 58
<PAGE>

12.06 Corporate Change. If the Employer is merged or consolidated with another
      ----------------
      organization, or another organization acquires all or substantially all of
      the Employer's assets, such organization may become the Employer hereunder
      by action of its Board of Directors and by action of the Board of
      Directors of the prior Employer, if still in existence. Such change in
      companies shall not be deemed a termination of the Plan by either the
      predecessor or successor company.

12.07 Merger. If this Plan is merged or consolidated with any other plan, or if
      ------
      the assets or liabilities of this Plan is transferred to any other plan,
      and such plan is then terminated, each Participant hereunder will receive
      a Benefit immediately after the merger, consolidation or transfer which is
      equal to or greater than the Benefit to which he would have received if
      this Plan had terminated immediately before such merger, consolidation or
      transfer.

12.08 USERRA.  Effective December 12, 1994, notwithstanding any provision of
      ------
      this Plan to the contrary, contributions, benefits and service credit with
      respect to qualified military service will be provided in accordance with
      Section 414(u) of the Internal Revenue Code.

                             Exhibit 10.4 Page 59
<PAGE>

                                 ARTICLE XIII

                    Adoption of the Plan by Other Entities


13.01 Adoption of Plan. Any member of the Affiliated Group may adopt this Plan
      ----------------
      for all or a portion of its employees, provided that the Board approves
      such participation and the basis of such participation is set forth in a
      participation agreement by and between such Participating Employer and the
      Board. The Plan and all participation agreements shall constitute a single
      plan collectively adopted by all Participating Employers.

      Such participation agreement may modify any of the terms of the Plan as
      applied to employees of such entity. The administrative powers and control
      of the Company as provided in the Plan shall not be deemed diminished
      under the Plan by reason of the participation of other Employers in the
      Plan. Each Participating Employer shall have the obligation to pay the
      contributions for its own employees and no other Employer shall have such
      obligation.

13.02 Withdrawal from Plan. A Participating Employer may withdraw at any time
       --------------------
      from the Plan without affecting the other Participating Employers by
      complying with the appropriate provisions of the Plan and Trust Agreement.
      The Board may, at its discretion, terminate a Participating Employer's
      participation in the Plan at any time, when in its judgment, such
      Participating Employer fails or refuses to discharge its obligations under
      the Plan, or if amendments to the Plan applicable to such Participating
      Employer are not deemed to be in the best interests of the Plan as a
      whole.


      IN WITNESS WHEREOF, this amended and restated Plan is hereby executed on
      the  23    day of    November , 1999.
         -----             ---------    --

                                    AMERICAN PACIFIC CORPORATION
      ATTEST:     (SEAL)

                                    By Linda G. Ferguson
                                       -------------------

                             Exhibit 10.4 Page 60