<PAGE>   1


                                                                     EXHIBIT 4.3

                                OMNOVA SOLUTIONS
                             RETIREMENT SAVINGS PLAN

                           Effective December 1, 2000






<PAGE>   2

                                OMNOVA SOLUTIONS

                             RETIREMENT SAVINGS PLAN
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                        PAGE
<S>                                                                                                     <C>
ARTICLE 1 -  DEFINITIONS..................................................................................1

        1.1         Account...............................................................................1
        1.2         Administrative Committee..............................................................1
        1.3         After-Tax Contribution................................................................1
        1.4         Basic Contribution....................................................................1
        1.5         Before-Tax Contribution...............................................................2
        1.6         Beneficiary...........................................................................2
        1.7         Benefits Management Committee.........................................................2
        1.8         Code..................................................................................2
        1.9         Company...............................................................................2
        1.10        Company Share.........................................................................2
        1.11        Compensation..........................................................................2
        1.12        Controlled Group......................................................................3
        1.13        Controlled Group Member...............................................................3
        1.14        Director..............................................................................3
        1.15        Disability............................................................................3
        1.16        Distribution Request..................................................................4
        1.17        Effective Date........................................................................4
        1.18        Eligible Employee.....................................................................4
        1.19        Employee..............................................................................4
        1.20        Employee Contribution.................................................................4
        1.21        Employer..............................................................................4
        1.22        Enrollment............................................................................4
        1.23        Enrollment Change.....................................................................5
        1.24        ERISA.................................................................................5
        1.25        GenCorp Stock Fund....................................................................5
        1.26        Highly Compensated Employee...........................................................5
        1.27        Investment Fund.......................................................................8
        1.28        Investment Manager....................................................................8
        1.29        Layoff Status.........................................................................8
        1.30        Leased Employee.......................................................................8
        1.31        Matching Contribution.................................................................9
        1.32        Member................................................................................9
        1.33        Monthly Valuation Date................................................................9
        1.34        OMNOVA Stock Fund.....................................................................9
        1.35        Plan..................................................................................9
</TABLE>


                                       i
<PAGE>   3


                                              OMNOVA SOLUTIONS
                                          RETIREMENT SAVINGS PLAN
                                             TABLE OF CONTENTS
                                                  (cont.)
<TABLE>
<CAPTION>
<S>                                                                                                                <C>
                1.36            Plan Share...........................................................................10
                1.37            Plan Year............................................................................10
                1.38            Qualified Plan.......................................................................10
                1.39            Rollover Contribution................................................................10
                1.40            Salary Deferral Agreement............................................................10
                1.41            Salary Reduction Agreement...........................................................10
                1.42            Supplemental Contribution............................................................11
                1.43            Supplemental Make-up Contribution....................................................11
                1.44            Trust Agreement......................................................................11
                1.45            Trust Fund...........................................................................11
                1.46            Trustee..............................................................................11
                1.47            Valuation Date.......................................................................11

        ARTICLE 2 - ELIGIBILITY, MEMBERSHIP AND ENROLLMENT...........................................................12

                2.1             Eligibility..........................................................................12
                2.2             Membership...........................................................................12
                2.3             Exclusion From Participation.........................................................12
                2.4             Termination of Employment............................................................13

        ARTICLE 3 - CONTINUOUS SERVICE...............................................................................14

                3.1             Continuous Service...................................................................14
                3.2             Service Definitions..................................................................14
                3.3             Special Rules........................................................................15
                3.4             Approved Leave of Absence............................................................15

        ARTICLE 4 - EMPLOYEE CONTRIBUTIONS...........................................................................16

                4.1             Amount of Employee Contributions.....................................................16
                4.2             Changes in Contributions.............................................................18
                4.3             Suspension and Resumption of Contributions...........................................18
                4.4             Reduction in Employee Contributions..................................................19
                4.5             Transfer and Allocation to Accounts..................................................19

</TABLE>

                                       ii
<PAGE>   4


                                OMNOVA SOLUTIONS
                             RETIREMENT SAVINGS PLAN
                                TABLE OF CONTENTS
                                     (cont.)
<TABLE>
<CAPTION>

<S>                                                                                                         <C>
ARTICLE 5 - MATCHING CONTRIBUTIONS...........................................................................21

        5.1             Matching Contributions...............................................................21
        5.2             Amount and Form of Payments..........................................................21
        5.3             Time of Matching Contributions.......................................................22
        5.4             Allocation of Matching Contributions.................................................23
        5.5             Limitation on Transfer...............................................................23

ARTICLE 6 - TRUST FUND AND INVESTMENT FUNDS..................................................................23

        6.1             Trust Agreement......................................................................23
        6.2             The Trustee..........................................................................23
        6.3             Separate Investment Funds............................................................24
        6.4             Temporary Investment.................................................................24
        6.5             Investment Managers..................................................................24
        6.6             Payment of Expenses..................................................................25
        6.7             Use of Assets........................................................................26
        6.8             GenCorp Stock Fund...................................................................27

ARTICLE 7 - INVESTMENT OPTIONS AND ELECTIONS.................................................................27

        7.1             Investment Options...................................................................27
        7.2             Changes in Investment Funds..........................................................28
        7.3             Transfers............................................................................28
        7.4             Matching Contributions...............................................................29
        7.5             Accounts.............................................................................29
        7.6             Directions to Trustee................................................................30
        7.7             Member Responsibility for Selection of Funds.........................................30
        7.8             Voting and Tendering of Company Shares...............................................31
        7.9             GenCorp Stock Fund Accounts..........................................................33

ARTICLE 8 - VALUATION OF ASSETS AND PLAN SHARES..............................................................33

        8.1             Valuation of Assets..................................................................33
        8.2             Determination of Plan Share Values...................................................33
        8.3             Reporting of Plan Share Values.......................................................33
</TABLE>


                                      iii
<PAGE>   5


                                OMNOVA SOLUTIONS
                             RETIREMENT SAVINGS PLAN

                                TABLE OF CONTENTS
                                     (cont.)

<TABLE>
<CAPTION>

<S>                                                                                                         <C>
        8.4             Adjustments to Member Accounts.......................................................34
        8.5             Values on Days other than Valuation Dates............................................34
        8.6             Statement of Accounts................................................................34

ARTICLE 9 - VESTING AND REPAYMENT............................................................................35

        9.1             Vesting of Interests.................................................................35
        9.2             Repayment of Contributions...........................................................36
        9.3             Unclaimed Distribution...............................................................37

ARTICLE 10 - DISTRIBUTIONS TO MEMBERS........................................................................37

        10.1            Regular Distributions................................................................37
        10.2            Hardship Distribution................................................................39
        10.3            Termination Distributions to Members.................................................41
        10.4            Time and Form of Distributions.......................................................41
        10.5            Reemployment of Member...............................................................42
        10.6            Direct Rollovers.....................................................................42
        10.7            Loans................................................................................44

ARTICLE 11 -            DISTRIBUTIONS TO BENEFICIARIES
                        AND ALTERNATE PAYEES.................................................................46

        11.1            Distributions to Beneficiaries.......................................................46
        11.2            Designation of Beneficiary...........................................................46
        11.3            Form and Time of Distribution........................................................47

ARTICLE 12 -            SPECIAL DISTRIBUTION PROVISIONS......................................................48

        12.1            Distribution Election................................................................48
        12.2            Mandatory Distribution...............................................................48
        12.3            Death of Member......................................................................48
        12.4            Death of Beneficiary.................................................................48
</TABLE>


                                       iv


<PAGE>   6



                                       OMNOVA SOLUTIONS
                                   RETIREMENT SAVINGS PLAN
                                       TABLE OF CONTENTS
                                             (cont.)

<TABLE>
<CAPTION>

<S>                                                                                                        <C>
        12.5            Legal Capacity.......................................................................49
        12.6            Delayed Payment......................................................................49

ARTICLE 13 -            ADMINISTRATION OF THE PLAN...........................................................49

        13.1            Administrator........................................................................49
        13.2            Administrative Committee.............................................................49
        13.3            Benefits Management Committee........................................................50
        13.4            Named Fiduciaries....................................................................51
        13.5            Authority and Duties of Various Fiduciaries..........................................51
        13.6            Delegation...........................................................................54
        13.7            Multiple Capacities..................................................................54
        13.8            Compensation and Expenses of Fiduciaries.............................................55

ARTICLE 14 -            CLAIM PROCEDURES.....................................................................55

        14.1            Claim................................................................................55
        14.2            Initial Determination................................................................55
        14.3            Review...............................................................................56
        14.4            Effect of Decision...................................................................56

ARTICLE 15 -            ADOPTION OF PLAN BY CONTROLLED
                        GROUP MEMBERS........................................................................57

        15.1            Plan Adoption Procedure..............................................................57
        15.2            Effect of Plan Adoption..............................................................57

ARTICLE 16 -            AMENDMENT AND TERMINATION............................................................58

        16.1            Amendment............................................................................58
        16.2            Termination..........................................................................58

ARTICLE 17 -            CONSOLIDATION AND TRANSFER...........................................................59

        17.1            Consolidation........................................................................59
        17.2            Transfer.............................................................................59
        17.3            Preservation of Benefits.............................................................59
</TABLE>


                                       v
<PAGE>   7

                                OMNOVA SOLUTIONS
                             RETIREMENT SAVINGS PLAN
                                TABLE OF CONTENTS
                                     (cont.)

<TABLE>
<CAPTION>

<S>                                                                                                         <C>
ARTICLE 18 -            ADDITIONAL PROVISIONS................................................................60

ARTICLE 19 -            MISCELLANEOUS........................................................................60

        19.1            Benefits Payable from Trust Fund.....................................................60
        19.2            Payments for Exclusive Benefits of Members...........................................60
        19.3            Address of Record....................................................................60
        19.4            Elections............................................................................61
        19.5            No Right to Continued Employment.....................................................61
        19.6            No Assurance.........................................................................61
        19.7            Time of Action.......................................................................61
        19.8            Headings.............................................................................61
        19.9            Use of Masculine Terms...............................................................62
        19.10           Ohio Law to Govern...................................................................62
        19.11           Inalienability of Benefits and Interest..............................................62
        19.12           Severability.........................................................................63

ARTICLE 20 -            TERMS OF MERGERS OR CONSOLIDATIONS...................................................63

        20.1            Spin-Off From GenCorp Retirement Savings Plan........................................63
        20.2            Spin-Off From GenCorp Profit Sharing Plan............................................63
</TABLE>


                          LIST OF SCHEDULES AND APPENDICES
                          --------------------------------

SCHEDULE A -- CATEGORIES OF ELIGIBLE EMPLOYEES

SCHEDULE B -- INVESTMENT FUNDS AVAILABLE TO MEMBERS

APPENDIX A -- NONDISCRIMINATION REQUIREMENTS

APPENDIX B -- LIMITATIONS ON ALLOCATIONS

APPENDIX C -- TOP-HEAVY PROVISIONS

                                       vi
<PAGE>   8

                                OMNOVA SOLUTIONS
                             RETIREMENT SAVINGS PLAN
                             -----------------------

         This Plan is adopted by OMNOVA Solutions Inc. effective as of December
1, 2000 for the benefit of eligible Employees and their families. Between
October 1, 1999 and November 30, 2000, this Plan comprised part of the
GenCorp/OMNOVA Solutions Joint Retirement Savings Plan, a multiple employer plan
as described in Section 413(c) of the Internal Revenue Code. On December 1,
2000, Members' account balances in the GenCorp/OMNOVA Solutions Joint Retirement
Savings Plan, and corresponding assets, were spun-off as this separate Plan.

                                    Article 1

                                   Definitions
                                   -----------

         The following words as used in the Plan shall have the meanings set
forth in this Article 1 unless the context clearly implies otherwise. Certain
additional terms are defined in other provisions of the Plan.

         1.1 "ACCOUNT" means the records maintained hereunder to reflect the
amount and value of a Member's interest in the Trust Fund and each Investment
Fund, associated with Employee Contributions, Rollover Contributions, Matching
Contributions, distributions and investment earnings and results.

         1.2 "ADMINISTRATIVE COMMITTEE" means the Committee designated in
Section l3.2.

         1.3 "AFTER-TAX CONTRIBUTION" means a contribution which a Member may
elect to make to the Trust Fund from his Compensation after deduction of taxes.

         1.4 "BASIC CONTRIBUTION" means any Employee Contribution by or for a
Member for a Plan Year which is not in excess of six percent of the Member's
Compensation for the Plan Year.



                                       1
<PAGE>   9

         1.5 "BEFORE-TAX CONTRIBUTION" means an Employer contribution to the
Trust Fund that is allocated to a Member's Account pursuant to a Salary
Reduction Agreement.

         1.6 "BENEFICIARY" means the one or more persons or entities designated
pursuant to Section 11.2 or otherwise entitled to receive a distribution of a
Member's interest in the Plan if he dies.

         1.7 "BENEFITS MANAGEMENT COMMITTEE" means the Committee designated in
Section 13.3.

         1.8 "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.

         1.9 "COMPANY" means OMNOVA Solutions Inc., an Ohio corporation.

         1.10 "COMPANY SHARE" means a share of the voting common stock of the
Company.

         1.11 "COMPENSATION" means the amount of regular wages or base salary,
cash bonuses, commissions, and pay for overtime work, which an Employer actually
pays (or would have paid but for a Salary Reduction Agreement or Salary Deferral
Agreement) to a Member during a Plan Year, but excludes (a) any other amount
paid under an employment agreement or employee benefit or compensation plan
unless such agreement or plan expressly provides that such amount shall be
included in Compensation for purposes of this Plan and is approved by the
Administrative Committee, and (b) any amount which is earned but payment of
which is deferred by election of a Member or otherwise, except pursuant to a
Salary Reduction Agreement or Salary Deferral Agreement.

         The annual compensation of a Member for a Plan Year which is taken into
account for any purpose shall not exceed $160,000, as adjusted in regulations
prescribed by the Secretary of the Treasury. In determining the compensation of
a Member for purposes of this limitation, the



                                       2
<PAGE>   10

rules of Code section 414(q)(6) shall apply except that, in applying such rules,
the term "family" shall include only the spouse of the Member and any lineal
descendants of the Member who have not attained age 19 before the close of the
year. If, as a result of the application of such rules the adjusted annual
compensation limitation is exceeded, then (except for purposes of determining
the portion of compensation up to the integration level if this plan provides
for permitted disparity), 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.

         1.12 "CONTROLLED GROUP" means the Company and any and all (a)
corporations (50% or more of whose voting stock is owned or controlled by the
Company, directly or indirectly) and (b) unincorporated trades and businesses
owned or controlled by the Company, directly or indirectly, and the employees of
which, together with employees of the Company, are required to be treated as
employees of a single employer under Code Section 414, including regulations
prescribed by the Secretary of the Treasury thereunder.

         1.13 "CONTROLLED GROUP MEMBER" means each corporation or unincorporated
trade or business that is or was a member of the Controlled Group, but only
during such period as it is or was such a member.

         1.14 "DIRECTOR" means each and every person who serves as a director of
the Company.

         1.15 "DISABILITY" means the inability of a Member to perform the duties
assigned to him by an Employer for an extended period of time due to a mental or
physical condition. The determination of a Member's Disability shall be made by
the Company after receiving competent



                                       3
<PAGE>   11

medical advice by a physician satisfactory to the Company and independent of a
determination of Disability under any other employee benefit plan maintained by
any Controlled Group Member.

         1.16 "DISTRIBUTION REQUEST" means the form prescribed by the Company
for use by a

         1.17 "EFFECTIVE DATE" means December 1, 2000, the first day on which
the Plan becomes effective.

         1.18 "ELIGIBLE EMPLOYEE" means an Employee who is in a category of
Employees designated as Eligible Employees on Schedule A, attached hereto and
made a part hereof, and not excluded under Section 2.3.

         1.19 "EMPLOYEE" means any person who is employed by any Controlled
Group Member including: (a) an Employee who is in Layoff Status; (b) a Leased
Employee, but only for purposes of the requirements of Code section 414(n)(3);
and (c) individuals who are treated as Employees of an Employer pursuant to
regulations under Code section 414(o).

         1.20 "EMPLOYEE CONTRIBUTION" means each and all of a Member's After-Tax
Contributions and the Employer contributions allocated to the Member's Account
as Before-Tax Contributions. For purposes of this Plan, an Employee Contribution
made "for" a Member refers to the allocation by the Trustee of Employer
contributions to the Member's Account as Before-Tax Contributions, rather than
to the payment of such Employer contributions to the Trust Fund.

         1.21 "EMPLOYER" means any Controlled Group Member which adopts the Plan
with the Company's consent.

         1.22 "ENROLLMENT" means the procedures, including a telephone
voice-response system, prescribed by the Company for use in connection with
enrollment of Members in the Plan.



                                       4
<PAGE>   12

         1.23 "ENROLLMENT CHANGE" means the use of the Enrollment process by a
Member to request (i) a change in his rate of contributions in accordance with
Section 4.2; (ii) suspension of his contributions in accordance with Section
4.3(a); (iii) a change in his election of investment options in accordance with
Section 7.2; or (iv) a transfer between Investment Funds in accordance with
Section 7.3.

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

         1.25 "GENCORP STOCK FUND" means one of the Investment Funds, the assets
of which shall consist primarily of shares of common stock of GenCorp Inc.

         1.26. "HIGHLY COMPENSATED EMPLOYEE" means a "highly compensated active
employee" or a "highly compensated former employee" as determined below. For
purposes of this Section 1.26 the determination year shall be the Plan Year. The
look-back year shall be the twelve-month period immediately preceding the
determination year.

                  (a)(1) The term "highly compensated active employee" includes
                  any Employee who performs service for an Employer during the
                  determination year and who, during the look-back year:
                  (i)      received Compensation from the Employer in excess of
                           $75,000 (as adjusted pursuant to Code section
                           415(d));

                  (ii)     received Compensation from the Employer in excess of
                           $50,000 (as adjusted pursuant to Code section 415(d))
                           and was a member of the top-paid group for such year.
                           An Employee is in the top-paid group of Employees for
                           any Plan Year if such Employee is in the group
                           consisting


                                       5
<PAGE>   13


                           of the top 20 percent of the Employees when ranked on
                           the basis of Compensation paid during the Plan Year.
                           For purposes of determining the number of Employees
                           in the top-paid group, Employees described in Code
                           section 414(q)(8) and the regulations thereunder
                           shall be excluded; or

                  (iii)    was an officer of the Employer and received
                           Compensation during such year that is greater than 50
                           percent of the dollar limitation in effect under code
                           section 415(b)(1)(A). If no officer has satisfied the
                           compensation requirement of this subparagraph (iii)
                           during either a determination year or look-back year,
                           the highest paid officer for such year shall be
                           treated as a Highly Compensated Employee, unless
                           provided otherwise by regulations. The number of
                           officers who are treated as Highly Compensated
                           Employees for such year shall be limited to fifty
                           (50) or, if lesser, the greater of three (3)
                           Employees or 10 percent of the Employees, excluding
                           those Employees who may be excluded in determining
                           the top-paid group. In determining an individual's
                           Compensation under this Section, Compensation from
                           each Employer required to be aggregated under Code
                           sections 414(b),(c),(m) and (o) will be taken into
                           account. For purposes of this section, the
                           determination of Compensation will be made in
                           accordance with Code section 415(c)(3) and without
                           regard to Code sections 125, 401(e)(3), 401(h)(1)(B)
                           and, in the case of Employer contributions made
                           pursuant to a salary reduction agreement, without



                                       6
<PAGE>   14

                           regard to Code section 403(b).

                  (2) The term Highly Compensated Employee also includes: (i)
                  Employees who are both described in the preceding sentence if
                  the term "determination year" is substituted for the term
                  "look-back year" and the Employee is one of the 100 Employees
                  who received the most Compensation from an Employer during the
                  determination year; and (ii) Employees who are 5 percent
                  owners at any time during the look-back year or determination
                  year.

                  (b) The term "highly compensated former employee" includes any
         Employee who separated from service (or was deemed to have separated)
         prior to the determination year, performs no service for the Employer
         during the determination year, and was a highly compensated active
         employee for either the separation year or any determination year
         ending on or after the Employee's 55th birthday.

                  (c) If an Employee is, during a determination year or
         look-back year, a family member of either a 5 percent owner who is an
         active or former Employee or a Highly Compensated Employee who is one
         of the 10 most highly compensated employees ranked on the basis of
         Compensation paid by an Employer during such year, then the family
         member and the 5 percent owner or top-ten Highly Compensated Employee
         shall be aggregated. In such case, the family member and 5 percent
         owner or top-ten Highly Compensated Employee shall be treated as a
         single Employee receiving Compensation and plan contributions or
         benefits equal to the sum of such Compensation and contributions or
         benefits of the family member and 5 percent owner or top-ten Highly



                                       7
<PAGE>   15

         Compensated Employee. For purposes of this section, family member
         includes the spouse, lineal ascendants and descendants of the Employee
         or former Employee and the spouses of such lineal ascendants and
         descendants.

                  (d) The determination of who is a Highly Compensated Employee,
         including the determinations of the number and identity of Employees in
         the top-paid group, the top 100 Employees, the number of Employees
         treated as officers and the Compensation that is considered, will be
         made in accordance with Code section 414(q) and the regulations
         thereunder.

         1.27 "INVESTMENT FUND" means each and every fund described in Section
6.3.

         1.28 "INVESTMENT MANAGER" means any person who the Benefits Management
Committee designates pursuant to Section 6.5 and is either a registered
investment advisor, bank or insurance company as described in ERISA section
3(38).

         1.29 "LAYOFF STATUS" means the status of an Employee during the period
of time when he is laid off and ceases active work due to curtailment or
reduction in force and ends upon his return to work or, if earlier, one year
from the date of layoff.

         1.30 "LEASED EMPLOYEE" means any person (other than an employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code section
414(n)(6) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided to
a Leased



                                       8
<PAGE>   16

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 10 percent of compensation,
as defined in Code section 415(c)(3), but including amounts contributed pursuant
to a salary reduction agreement which are excludable from the employee's gross
income under Code sections 125, 402(e)(3), 402(h)(1)(B) or 403(b), (2) immediate
participation, and (3) full and immediate vesting; and (ii) Leased Employees do
not constitute more than 20 percent of the recipient's nonhighly compensated
workforce.

         1.31 "MATCHING CONTRIBUTION" means the Employer contributions which are
allocated to the GenCorp Stock Fund for the benefit of Members pursuant to
Section 5.1.

         1.32 "MEMBER" means a person (a) who is eligible to participate in the
Plan under Article 2 and is making Employee Contributions to the Plan, or (b)
who is no longer making Employee Contributions to the Plan but still has Plan
Shares credited to his Account in the Trust Fund.

         1.33 "MONTHLY VALUATION DATE" means the last day of each calendar
month.

         1.34 "OMNOVA Stock Fund" means one of the Investment Funds, the assets
of which shall consist primarily of Company Shares.

         1.35 "PLAN" means the OMNOVA Solutions Retirement Savings Plan, the
terms of which are set forth herein, and the Trust Agreement, as amended or
restated from time to time.



                                       9
<PAGE>   17

         1.36 "PLAN SHARE" means each and every share or unit of value credited
to a Member's Account under the Plan, representing his proportionate interest in
each Investment Fund and the Trust Fund.

         1.37 "PLAN YEAR" means each and every regularly recurring period of
twelve consecutive calendar months, beginning on November 1 and ending on
October 31, or portion thereof, during which the Plan is in effect.

         1.38 "QUALIFIED PLAN" means an employee benefit plan that is qualified
under Code section 401(a).

         1.39 "ROLLOVER CONTRIBUTION" means the contribution which a Member may
elect to make to the Trust Fund pursuant to Section 4.1(d).

         1.40 "SALARY DEFERRAL AGREEMENT" means an arrangement pursuant to which
a Member may elect to decrease, or to forego an increase in, the amount of his
Compensation which his Employer otherwise would have paid to him in cash, and
have an equal amount (i) applied to obtain additional benefits under a cafeteria
benefits plan (as defined in Code section l25) maintained by his Employer or
(ii) allocated to his Account under a qualified cash or deferred arrangement (as
defined in Code section 40l(k)) maintained by his Employer.

         1.41 "SALARY REDUCTION AGREEMENT" means an arrangement made under the
Plan pursuant to which a Member agrees to reduce, or to forego an increase in,
the amount of his Compensation paid directly to him in return for an allocation
of Employer contributions in an equal amount to the Member's Account.



                                       10
<PAGE>   18

         1.42 "SUPPLEMENTAL CONTRIBUTION" means any Employee Contribution by or
for a Member for a Plan Year that is in excess of six percent of the Member's
Compensation for the Plan Year.

         1.43 "SUPPLEMENTAL MAKE-UP CONTRIBUTION" means a contribution which a
Member may elect to make to the Trust Fund pursuant to Section 4.l(b) to make-up
Supplemental Contributions that he could have made but did not make in a prior
period of time.

         1.44 "TRUST AGREEMENT" means the agreement or agreements executed by
the Company and the Trustee which establishes a Trust Fund for investment,
reinvestment, administration and distribution of contributions made under the
Plan, and the earnings thereon, as amended from time to time.

         1.45 "TRUST FUND" means each and all of the assets of the Plan held by
the Trustee pursuant to the Trust Agreement.

         1.46 "TRUSTEE" means the person who has entered into the Trust
Agreement as Trustee and any person who is appointed as successor and becomes a
party to the Trust Agreement.

         1.47 "VALUATION DATE" means every day except (a) Saturdays and Sundays;
(b) New Year's Day, Presidents Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, Christmas Day and any other day on which the New
York Stock Exchange is not open for trading; (c) the business day falling
immediately before (i) Martin Luther King, Jr. Day, (ii) Columbus Day, (iii)
Veterans Day and (iv) any other day on which the New York Stock Exchange is open
for trading but the federal wire system for banking is closed; and (d) any day
on which the Trustee, for reasons beyond its control, is unable to determine the
total fair market value of assets held by it in any Investment Fund.



                                       11
<PAGE>   19

                                    Article 2

                     Eligibility, Membership and Enrollment
                     --------------------------------------

         2.1 ELIGIBILITY. Each Employee who is in one of the categories of
Eligible Employees now or hereafter set forth in Schedule A and is not excluded
under Section 2.3 is eligible to participate in the Plan as a Member on and
subject to the terms of the Plan. The Company will notify each Eligible Employee
of his eligibility to participate in the Plan.

         2.2 MEMBERSHIP. By completing Enrollment in the Plan in accordance with
procedures established by the Company, each Eligible Employee may commence
participation in the Plan as of the first day of the first payroll period
commencing after such Enrollment.

         2.3      EXCLUSION FROM PARTICIPATION.

                  (a) INELIGIBLE EMPLOYEES. No Employee can become an Eligible
         Employee, and no Member may continue to make or have made for him any
         Employee Contributions, if (i) he is not or ceases to be in a category
         of Eligible Employees set forth in Schedule A, (ii) he is employed in a
         collective bargaining unit and represented by a recognized collective
         bargaining agent, unless (x) he is covered by a collective bargaining
         agreement expressly providing for participation in the Plan, (y) such
         agent has not had the opportunity to bargain in respect of such
         participation, or (z) his Employer has a good faith bargaining
         obligation to continue such participation during any period of good
         faith bargaining with such agent; (iii) he is a nonresident alien who
         receives no earned income (within the meaning of Code section
         9ll(d)(2)) from an Employer which constitutes income from sources
         within the United States (within the meaning of Code section



                                       12
<PAGE>   20

         86l(a)(3)); (iv) he is considered to be an Employee solely because he
         is a Leased Employee, or he is performing services for an Employer
         pursuant to an agreement between the Employer and a leasing
         organization but he is not a Leased Employee; (v) he is an individual
         treated as an Employee of an Employer pursuant to regulations under
         Code section 4l4(o); (vi) he is employed by a Controlled Group Member
         or an organizational unit thereof that has not been designated
         hereunder as an Employer; or (viii) he is then on an authorized leave
         of absence, in Layoff Status or in the full-time service of the armed
         forces of the United States.

                  (b) EXCLUSION AFTER PARTICIPATION. A Member who becomes
         ineligible to participate under Section 2.3(a) but remains in the
         employ of a Controlled Group Member will not be eligible to make or
         have made for him any Employee Contributions or Rollover Contributions
         during or in respect of any such period of ineligibility.

                  (c) LAPSE OF EXCLUSION. A Member who becomes ineligible to
         participate under Section 2.3(a) but remains in the employ of a
         Controlled Group Member will become eligible to participate in the Plan
         on the first day after he no longer is described in Section 2.3(a) and
         may resume making or having made for him any Employee Contributions as
         of the first day of a subsequent payroll period by completing
         Enrollment as provided in Section 2.2.

         2.4 TERMINATION OF EMPLOYMENT. A Member may continue to be a Member
(but may not make Rollover Contributions or make or have made for him any
Employee Contributions) after his Termination of Employment Date until all Plan
Shares credited to his Account have been distributed pursuant to the Plan.



                                       13
<PAGE>   21

                                    Article 3
                               Continuous Service
                               ------------------

         3.1 CONTINUOUS SERVICE. The term "Continuous Service" means one or more
periods of time beginning on an Employment Commencement Date of an Employee and
ending on the first subsequent Termination of Employment Date of the same
Employee. Nonconsecutive periods of Continuous Service shall be aggregated and
three hundred sixty-five (365) days of service shall equal a whole year of
service (computed to the nearest one-twelfth thereof).

         3.2 SERVICE DEFINITIONS. The following terms as used in this Plan shall
have the meanings set forth in this Section 3.2:

                  (a) "EMPLOYMENT COMMENCEMENT DATE" means the day on which an
         Employee first performs an Hour of Service and commences a period of
         Continuous Service.

                  (b) "BREAK IN SERVICE" means the period following a
         Termination of Employment Date extending until the Employee again
         completes an Hour of Service.

                  (c) "HOUR OF SERVICE" means an hour for which an Employee is
         paid or entitled to payment by a Controlled Group Member for the
         performance of duties.

                  (d) "TERMINATION OF EMPLOYMENT DATE" means the earlier of (l)
         the day on which an Employee ceases to be in the employ of a Controlled
         Group Member because he quits, is discharged, retires or dies, or (2)
         the first anniversary of the day on which an Employee commenced an
         authorized leave of absence is placed on Layoff Status or is absent
         from work for any other reason, with or without pay, unless he returns
         to work by



                                       14
<PAGE>   22

         such anniversary; provided that, for purposes of Section 10.3, a Member
         who is placed on Layoff Status will be deemed to have incurred a
         Termination of Employment Date at the time of layoff.

         3.3 SPECIAL RULES. Section 3.2(d) notwithstanding, the special rules
set forth below will apply in determining Continuous Service and Termination of
Employment Dates for the following Employees:

                  (a) MILITARY SERVICE. If an Employee is absent from the
         service of a Controlled Group Member because of service in the armed
         forces of the United States and is returned to the service of a
         Controlled Group Member within the period during which reemployment
         rights are extended by law, such period of absence shall be included in
         his Continuous Service.

                  (b) PREGNANCY. If an Employee is absent from the service of a
         Controlled Group Member due to the Employee's pregnancy, birth or
         adoption of a child by the Employee, or caring for his new-born or
         newly adopted child and returns to the employment of the Controlled
         Group Member by the second anniversary of the period of such absence,
         the period of such absence ending on the first anniversary of the birth
         or adoption of the child will be included in the Employee's Continuous
         Service, and the period of such absence ending after the first but
         before the second such anniversary will be deemed as neither Continuous
         Service nor a Break in Service.

         3.4 APPROVED LEAVE OF ABSENCE. A period during which an Employee is on
a leave of absence approved by a Controlled Group Member and is not otherwise
included in Continuous Service shall, if the Administrative Committee so
determines, be so included under rules



                                       15
<PAGE>   23

established by the Administrative Committee uniformly applicable to all
Employees similarly situated.

                                    Article 4

                             Employee Contributions
                             ----------------------

         4.1 AMOUNT OF EMPLOYEE CONTRIBUTIONS.

                  (a) EMPLOYEE CONTRIBUTIONS. Upon enrollment pursuant to
         Section 2.2, a Member will elect (i) to make After-Tax Contributions of
         a designated percentage of his Compensation (in l% increments) through
         payroll deductions and/or (ii) to have his Employer's contributions
         allocated to his Account as Before-Tax Contributions in the amount of
         the reduction in his Compensation (in l% increments) pursuant to a
         Salary Reduction Agreement.

                           (1) Aggregate Employee Contributions by or for a
                  Member for a Plan Year up to an amount equal to six percent of
                  the Member's Compensation for the Plan Year shall be
                  considered Basic Contributions.

                           (2) The aggregate amount of Employee Contributions by
                  or for a Member for a Plan Year may not exceed 16% of the
                  Member's Compensation for the Plan Year.

                  (b) SUPPLEMENTAL MAKE-UP CONTRIBUTIONS. Subject to Section
         2.3(b) and Section 4.3, a Member who has not contributed the maximum
         amount of Supplemental Contributions which he was entitled to
         contribute under the Plan during any period of his employment
         thereafter may make Supplemental Make-up Contributions, by a single-sum



                                       16
<PAGE>   24

         cash payment, in an amount equal to the difference between the actual
         amount of Supplemental Contributions that he previously made and the
         maximum amount of Supplemental Contributions that he could have made
         during the relevant period or periods, subject to the following three
         limitations:

                           (i) First, no amount may be contributed which would
                  cause his Account to exceed applicable limitations on Annual
                  Additions for any year as defined in Appendix B or any other
                  limitation under Appendix A.

                           (ii) Second, no Supplemental Make-up Contribution may
                  be made on a before-tax basis pursuant to a Salary Reduction
                  Agreement or otherwise.

                           (iii) Third, after making a Supplemental Make-up
                  Contribution for any period, a Member thereafter can make no
                  Supplemental Make-up Contribution for the same or any prior
                  period.

                  (c) ROLLOVER CONTRIBUTIONS. A Member who is entitled to (i) a
         lump-sum distribution from (A) a Qualified Plan maintained by a
         previous employer, (B) an annuity contract qualified under Code section
         403, or (C) a Keogh plan defined in Code section 401(c), or (ii) one or
         more distributions within one taxable year of a Member on account of
         the termination of a Qualified Plan of an Employer, may rollover and
         contribute to the Trust Fund a Rollover Contribution equal to all or
         part of such lump-sum distribution or, if applicable, the aggregate
         distributions upon termination of a Qualified Plan of an Employer, less
         any amount thereof that represents the Member's after-tax contributions
         to such prior plan. Notwithstanding the preceding sentence, if the
         Administrative Committee determines that such distribution could
         jeopardize the qualified status of the



                                       17
<PAGE>   25

         Plan, the exempt status of the Trust Fund, or otherwise create adverse
         tax consequences for an Employer if rolled over to this Plan, the
         Administrative Committee shall have the authority to refuse to accept
         such a distribution as a Rollover Contribution under the Plan. The
         Administrative Committee shall have the right to require that the
         Member seeking to roll a distribution to this Plan provide sufficient
         evidence that the rollover contribution is from an arrangement
         described in Section 4.1(c)(i) or (ii) above. In the event that the
         Member is unable or unwilling to provide such evidence, the
         Administrative Committee shall have the authority to refuse to accept
         such a distribution as a Rollover Contribution under this Plan.

         4.2 CHANGES IN CONTRIBUTIONS. The percentage of Compensation which a
Member elects to contribute or have allocated to his Account pursuant to Section
4.1(a) shall continue in effect, notwithstanding any changes in his
Compensation, until he completes an Enrollment Change in accordance with the
following sentence. Subject to the percentage permitted by Section 4.1(a), a
Member may change the rate of deferral under his Salary Reduction Agreement
and/or the rate of his After-Tax Contributions by completing an Enrollment
Change directing a change in his contributions, and such change will be
effective as of the first day of the first payroll period immediately following
his Enrollment Change.

         4.3 SUSPENSION AND RESUMPTION OF CONTRIBUTIONS.

                  (a) SUSPENSION OF EMPLOYEE CONTRIBUTIONS. A Member may cause
         all or any of his After-Tax Contributions and all or any deferrals
         pursuant to a Salary Reduction Agreement to be suspended, effective as
         of the first day of the first payroll period after he completes an
         Enrollment Change directing the suspension of his contributions or
         salary



                                       18
<PAGE>   26

         deferrals. Thereafter, such Member may cause Employee Contributions to
         resume by completing Enrollment as provided in Section 2.2. A Member
         may not make up any Basic Contributions that were so suspended.

                  (b) SUSPENSION WHILE INELIGIBLE. No Employee Contributions or
         Rollover Contributions may occur with respect to a Member after he
         becomes ineligible under Section 2.3. If such Member thereafter becomes
         an Eligible Employee, he will become eligible to participate and may
         enroll for participation as provided in Section 2.2, but may not make
         any Supplemental Make-up Contributions in respect of such period of
         ineligibility.

         4.4 REDUCTION IN EMPLOYEE CONTRIBUTIONS. Other provisions hereof
notwithstanding, an Employer may reduce any or all Employee Contributions if any
reduction thereof is permitted or required under Appendix A or applicable
provision of law.

         4.5 TRANSFER AND ALLOCATION TO ACCOUNTS.

                  (a) BEFORE TAX CONTRIBUTIONS. Each Member's Employer shall
         contribute to the Plan in any given Plan Year sufficient amounts to
         fund the allocations described in Section 4.1(a)(ii). These Employer
         contributions may be made in one or more installments at any time
         during the Plan Year in which such contributions are properly
         allocable, but in no event later than the time the corresponding
         reduction in the Member's Compensation would be considered assets of
         the Plan under U.S. Department of Labor Regulation Section 2510.3-102.
         Amounts contributed by an Employer pursuant to this Section 4.5(a) that
         are not immediately allocable to a Member's Account as Before-Tax
         Contributions shall be invested separately pursuant to Section 6.5 and
         such amounts,



                                       19
<PAGE>   27

         adjusted for any gains, losses, income and deductions, shall be applied
         to reduce Employer contributions otherwise required under the Plan.
         Contributions by or on behalf of an Employer for any taxable year of an
         Employer shall not exceed the maximum amount allowable as a deduction
         to the Employer under the provisions of Section 404 of the Code.

                  (b) OTHER CONTRIBUTIONS. Except as provided in Section 9.2,
         After-Tax Contributions (except Supplemental Make-up Contributions)
         will be made only through payroll deductions from Compensation each pay
         period. After-Tax Contributions, Supplemental Make-up Contributions,
         and Rollover Contributions shall be transmitted to the Trustee as soon
         as practicable, but not later than the time such contributions would be
         considered assets of the Plan under U.S. Department of Labor Regulation
         Section 2510.3-102.

                  (c) INVESTMENTS. All allocations to the Investment Fund or
         Funds selected by a Member under Section 6.3, insofar as the
         allocations relate to Employee Contributions for a given pay period and
         Rollover Contributions, shall occur as soon as practicable after the
         contributions are allocated to Members' Accounts. Each Member's Account
         shall be credited with the number of Plan Shares determined by dividing
         the amount allocated to his Account with respect to his Employee
         Contributions and Rollover Contributions, if any, by the Plan Share
         value of the applicable Investment Fund as of the date such
         contributions are allocated to the selected Investment Fund or Funds.



                                       20
<PAGE>   28


                                    Article 5

                             Matching Contributions
                             ----------------------

         5.1 MATCHING CONTRIBUTIONS. Subject to the provisions of the Plan and
applicable law, amounts will be allocated as Matching Contributions to the
Accounts of each Member who makes or for whom are made Basic Contributions as
provided in Section 4.1(a) as set forth below:

         (a)      SALARIED MEMBERS: An amount equal to the sum of (i) l00% of
                  the first 3% of Compensation contributed or deferred by each
                  Member and (ii) 50% of the next 3% of Compensation contributed
                  or deferred by each Member.

         (b)      MEMBERS OF INTERNATIONAL CHEMICAL WORKERS' UNION LOCAL 419
                  (MOGADORE, OHIO): An amount equal to 25% of the first 6% of
                  Compensation contributed or deferred by each Member.

         (c)      MEMBERS OF LOCAL 1876, UNION OF NEEDLETRADES, INDUSTRIAL AND
                  TEXTILE EMPLOYEES, AFL-CIO-CLC, CALHOUN, GA: An amount equal
                  to 50% of the first 6% of Compensation contributed or deferred
                  by each Member.

         (d)      MEMBERS OF LOCAL 748, UNITED STEELWORKERS OF AMERICA
                  (COLUMBUS, MS): No Matching Contribution.

         5.2 AMOUNT AND FORM OF PAYMENTS. Each Employer will pay to the Trust
Fund an amount at least equal to the aggregate amount required to be allocated
to each of its Members as Matching Contributions for a pay period pursuant to
Section 5.1 (less an amount equal to the interests of each Member in its employ
in any Matching Contributions permitted or required to be forfeited during the
same pay period hereunder or any applicable law). Additionally, all



                                       21
<PAGE>   29

contributions allocable as Matching Contributions shall be made in cash, except
that in lieu of cash, the Company may deliver that number of Company Shares
having an aggregate market value equal to that part of any Employer
contributions allocable as Matching Contributions not paid in cash. For this
purpose, the value of a Company Share delivered or allocated in respect of a
payroll period shall be the average of the high and low trading prices reported
in the New York Stock Exchange Composite Transactions section of the Wall Street
Journal (A) for the payroll disbursement date of the PAYROLL period if such date
falls on (i) a Friday, (ii) the 15th day of a month or (iii) the last day of a
month, and (B) if the payroll disbursement date of the payroll period falls on
any other day, for the Friday immediately following such date. If, for any
reason, no trading of Company Shares on the New York Stock Exchange occurs on a
payroll disbursement date (or, as applicable, a Friday immediately following
such date), trading prices on the last preceding trading day shall be used for
purposes of the preceding sentence.

         5.3 TIME OF MATCHING CONTRIBUTIONS. Employer contributions made under
this Article 5 shall be paid to the Trustee in one or more installments at any
time on or after the first day of the Plan Year in which such contributions are
properly allocable, provided sufficient contributions have been paid or
delivered to the Trustee to fund allocations as they are credited pursuant to
Section 5.4. Although contributions allocable as Matching Contributions may be
made earlier than this time in a given Plan Year, such contributions shall be
transmitted to the Trustee no later than 30 days after the end of the calendar
month in which ends the pay period for which the corresponding Basic
Contributions are withheld or allocated. All Matching Contributions made under
this Article 5 shall be deemed to have been made in the same Plan Year as the
Basic Contributions corresponding thereto.



                                       22
<PAGE>   30

         5.4 ALLOCATION OF MATCHING CONTRIBUTIONS. All contributions allocated
as Matching Contributions shall be directed to the OMNOVA Stock Fund as soon as
practicable after allocation by the Trustee. Allocations of amounts as Matching
Contributions shall be made by crediting the Member's Account with the number of
Plan Shares in the OMNOVA Stock Fund determined by dividing the amount of
Matching Contributions credited to this Account by the Plan Share value for the
OMNOVA Stock Fund as of the date such Matching Contributions are allocated to
the OMNOVA Stock Fund. Any Employer contributions pursuant to this Article 5
that are not immediately allocable shall be invested separately pursuant to
Section 6.5 and such amounts, adjusted for any gains, losses, income and
deductions, shall be applied to reduce Employer contributions otherwise required
under the Plan.

         5.5 LIMITATION ON TRANSFER. A Member may not transfer from the OMNOVA
Stock Fund any Matching Contributions made for his benefit and credited to his
Account.

                                    Article 6

                         Trust Fund and Investment Funds
                         -------------------------------

         6.1 TRUST AGREEMENT. The Company shall enter into a Trust Agreement
which shall be a part of the Plan. Any or all rights or benefits accruing to any
person under the Plan with respect to any Employee Contributions, Rollover
Contributions and Matching Contributions deposited under the Trust Agreement
shall be subject to all provisions of the Trust Agreement.

         6.2 THE TRUSTEE. The Benefits Management Committee shall appoint the
Trustee and any successor Trustee to serve at its pleasure. The Trustee may hold
the Trust Fund as part of a



                                       23
<PAGE>   31

master trust comprising assets of various qualified plans maintained by the
Company or any Employer.

         6.3 SEPARATE INVESTMENT FUNDS. The Trustee will maintain initially as
separate Investment Funds within the Trust the Diversified Equity Fund, OMNOVA
Stock Fund, Interest Income Fund, Balanced Fund, International Equity Fund,
Diversified Bond Fund, Short-Term Investment Fund, and a closed GenCorp Stock
Fund (as described in Schedule B), and as many separate Investment Funds, each
with different investment objectives, as the Benefits Management Committee deems
advisable. Such Investment Funds and related investment objectives may be added
or deleted as the Benefits Management Committee so determines and as described
in one or more amendments to Schedule B. Each Investment Fund may be part of a
fund with the same investment objectives maintained by the Trustee for the
benefit of participants in other qualified plans maintained by the Company or an
Employer or may be a separate fund maintained only for the benefit of Members of
this Plan. Earnings or gains derived from the assets of any Investment Fund will
be invested and reinvested in that Fund.

         6.4 TEMPORARY INVESTMENT. In accordance with applicable investment
objectives, guidelines and policies, the Trustee temporarily may make short-term
investments in obligations issued or guaranteed by the United States Government,
commercial paper, an interim investment fund for tax qualified employee benefit
plans established by the Trustee unless otherwise provided by applicable law, or
other investments of a short-term nature and may hold some portion of each
Investment Fund in cash.

         6.5 INVESTMENT MANAGERS. All contributions to the Trust Fund and each
Investment Fund and earnings thereon will be invested (a) by the Trustee alone
or (b) pursuant to the



                                       24
<PAGE>   32

instructions of an Investment Manager. The Company may enter into, or direct the
Trustee to enter into, a written agreement with one or more Investment Managers
designated by the Benefits Management Committee to manage the investments of one
or more of the Investment Funds. The Benefits Management Committee may remove
any such Investment Manager or any successor Investment Manager, or direct the
Trustee to do so, and any such Investment Manager may resign, upon giving
appropriate written notice thereof. Upon removal or resignation of an Investment
Manager, the Benefits Management Committee may appoint a successor Investment
Manager.

         6.6 PAYMENT OF EXPENSES.

                  (a) TRANSACTION EXPENSES. All expenses and charges incurred
         directly in connection with the purchase or sale of securities or
         assets and all taxes levied on or assessed in connection therewith
         shall be charged against the Investment Fund(s) whose assets were
         involved in such transaction.

                  (b) ADMINISTRATIVE COSTS. Administrative costs including (i)
         fees charged to the Plan by the Trustee and by the Investment Managers,
         (ii) costs charged to the Plan by the Company or by third parties for
         legal services, accounting, recordkeeping (including required
         software), investment management, plan administration, education and
         other direct expenses shall be allocated among, and charged to, the
         various Investment Funds once each calendar quarter, based upon the
         aggregate account balances in such Funds.

                  (c) OTHER EXPENSES. Except as provided in Sections 6.6(a) and
         (b), the Company and/or Employers will pay expenses incurred in
         administering the Plan,



                                       25
<PAGE>   33

         including expenses of the Benefits Management Committee and the
         Administrative Committee.

         6.7 USE OF ASSETS. The assets of the Trust Fund shall be at all times
used for, and not diverted to purposes other than, the exclusive benefit of
Members and their Beneficiaries and payment of administrative expenses pursuant
to Sections 6.6(a) and (b), except as provided in Section 5.2 and below in this
Section 6.7:

                  (a) DEDUCTION DISALLOWED. If all or part of an Employer's
         Matching Contributions is disallowed as a tax deduction under the Code,
         the Trustee will refund promptly to such Employer the amount thereof
         (reduced by any depreciation or loss in the Trust Fund attributable
         thereto) upon receipt of refund instructions from the Administrative
         Committee within one year thereafter.

                  (b) FAILURE TO QUALIFY. If the Internal Revenue Service
         determines that the Plan initially fails to constitute a Qualified Plan
         and the Company elects not to amend the Plan to constitute a Qualified
         Plan, the Trustee will refund to each Employer all Matching
         Contributions made within one year after the date the initial
         qualification is denied (but only if the application for a
         determination by the Internal Revenue Service is made by the time
         prescribed by law for filing the Company's return for the taxable year
         in which the Plan is adopted or such later date as the Secretary of the
         Treasury may prescribe) and thereupon the Plan shall terminate upon
         receipt of instructions from the Administrative Committee.

                  (c) MISTAKEN CONTRIBUTION. If an Employer makes a contribution
         to the Trust Fund in any amount due to a mistake of fact or law, the
         Trustee will return to such



                                       26
<PAGE>   34

         Employer the part thereof resulting from such mistake (reduced by any
         depreciation or loss in the Trust Fund attributable thereto) upon
         receipt of refund instructions from the Administrative Committee within
         one year after such contribution was made; provided that no such refund
         may reduce the number of Plan Shares that any Member was entitled to
         hereunder without regard to such mistake.

                  6.8 GENCORP STOCK FUND. The shares of common stock of GenCorp
Inc. attributable to Employee and Matching Contributions made under the GenCorp
Retirement Savings Plan prior to October 1, 1999 shall be held in the `GenCorp
Stock Fund Account" and the "GenCorp Stock Fund". Investments in the GenCorp
Stock Fund Account and GenCorp Stock Fund shall be made by the Trustee solely as
directed by the Members, their Beneficiaries and alternate payees, as provided
in Section 7.9.

                                    Article 7

                        Investment Options and Elections
                        --------------------------------

         7.1      INVESTMENT OPTIONS.

                  (a) EMPLOYEE CONTRIBUTIONS. Upon Enrollment pursuant to
         Section 2.2, each Member will elect to have his Contributions, if any,
         invested in one or more of the Investment Funds in whole-percentage
         increments totaling 100%.

                  (b) OTHER EMPLOYEE CONTRIBUTIONS. A Member's Supplemental
         Make-up Contributions will be invested in one or more Investment Funds
         in accordance with the investment option specified in respect of his
         After-Tax Contributions in his Enrollment then in effect or, if none,
         in an Enrollment filed at the time he makes the Supplemental



                                       27
<PAGE>   35

         Make-up Contributions. Subject to the following sentence, a Member's
         Rollover Contributions will be invested in one or more Investment Funds
         in accordance with the investment option specified in respect of his
         Before-Tax Contributions in either his Enrollment then in effect, or if
         none, then by written notice.

         7.2 CHANGES IN INVESTMENT FUNDS. A Member may change his election of
investment options specified in Section 7.1(a) by completing an Enrollment
Change indicating a new election of investment options. Any change pursuant to
this Section 7.2 will be effective for Employee Contributions made by or for the
Member with respect to the first payroll period after he completes the
Enrollment Change.

         7.3 TRANSFERS. A Member may transfer all or any part of his interest in
one or more Investment Funds to different Investment Funds by completing an
Enrollment Change directing such transfer or transfers in whole dollar amounts;
provided that a Member may not transfer from the OMNOVA Stock Fund his interest
in any Matching Contributions. A Member may make up to six (6) such transfers
during any 365-day period. If a transfer request is executed prior to 3:00 p.m.
E.S.T. on a Valuation Date, the transfer(s) will be made based upon the Plan
Share values in the Investment Funds as of the Trustee's close of business on
that Valuation Date. If a transfer request is executed at any other time (I.E.,
after 3:00 p.m. E.S.T. on a Valuation Date or at any time on any non-Valuation
Date, the transfer(s) will be made based upon the Plan Share values in the
Investment Funds as of the Trustee's close of business on the next following
Valuation Date. Notwithstanding the preceding two sentences, if a transfer
request involves one or more Investment Funds for which the Trustee is unable to
determine the total fair market value of assets held in such Fund or Funds as of
the otherwise applicable Valuation Date, such transfer



                                       28
<PAGE>   36

request will be held in suspense and made based upon the Plan Share values in
the Investment Funds as of the Trustee's close of business on the next following
Valuation Date on which the Trustee is able to determine the total fair market
value of all Funds involved in such transfer request.

         The amount transferred from an Investment Fund pursuant to this Section
7.3 will be the cash value of the Member's Plan Shares transferred from such
Investment Fund as of the applicable Valuation Date, and the Member's Account
will be reduced by such amount and then credited with the number of Plan Shares
in the Investment Fund to which transfer is made, determined by dividing such
amount by the value of Plan Shares in the Investment Fund to which the transfer
is made as of the applicable Valuation Date.

         7.4 MATCHING CONTRIBUTIONS. All Matching Contributions made for the
benefit of a Member will be invested only in the OMNOVA Stock Fund and may not
be transferred to another Investment Fund.

         7.5 ACCOUNTS. The Company will establish and maintain for each Member
an Account which shows separately:

                  (a) CONTRIBUTIONS. The amount of all Employee Contributions
         and Rollover Contributions, if any, made by or for the Member and
         Matching Contributions made by his Employer for his benefit:

                           (i)        Before-Tax Contributions,

                           (ii)       After-Tax Contributions,

                           (iii)      Pre-August 1, 1994 Supplemental Before-Tax
                                      Contributions,

                           (iv)       Pre-August 1, 1994 Supplemental After-Tax
                                      Contributions,



                                       29
<PAGE>   37

                           (v)        Rollover Contributions, and

                           (vi)       Matching Contributions.

                  (b) PLAN SHARES. The number and value of Plan Shares in each
         Investment Fund which have been credited to each Member's Account and
         reflect contributions, transfers, distributions and investment earnings
         and results of the Investment Funds selected by the Member.

         7.6 DIRECTIONS TO TRUSTEE. The Company shall give appropriate and
timely directions to the Trustee in order to permit the Trustee to give effect
to the investment choices and elections made pursuant to this Article 7 and to
provide funds for distributions pursuant to Article 10 and Article 11.

         7.7 MEMBER RESPONSIBILITY FOR SELECTION OF FUNDS. Each Member is solely
responsible for his decision to participate in the Plan and his selection of
Investment Funds and accepts all investment risks entailed by his participation
in and/or selection of an Investment Fund, including the risk of loss of and a
decrease in the value of contributions and Plan Shares. A Member's selection of
one or more Investment Funds and a Member's transfer of interests in his Account
from one to another Investment Fund pursuant to Section 7.3 shall be deemed an
exercise of control over assets in his Account for all purposes, including ERISA
section 404(c). Neither the Trustee, the Company, any Employer, the
Administrative Committee, the Benefits Management Committee, nor any of the
officers or supervisors of the Company or an Employer are empowered to advise a
Member as to the manner in which any contributions to the Plan or income thereon
should be invested or reinvested in his Account. The fact that an Investment
Fund or any interest in securities or other assets therein is available to
Members for investment



                                       30
<PAGE>   38

under the Plan shall not be deemed a recommendation for investment of
contributions in any Investment Fund, nor shall the provision of any Investment
Fund impose any liability on the Trustee, Administrative Committee, Benefits
Management Committee, the Company or any Employer or any director, officer or
employee of the Trustee, the Company or any Employer.

         7.8 VOTING AND TENDERING OF COMPANY SHARES.

                  (a) VOTING. Each Member (or if he has died, his Beneficiary)
         shall have the right and shall be afforded the opportunity to instruct
         the Trustee how to vote at any meeting of the Company's shareholders
         those Company Shares which are held in the OMNOVA Stock Fund and are
         allocated or allocable to his Account. Instructions by a Member to the
         Trustee shall be in such form and pursuant to such regulations as the
         Administrative Committee may prescribe and any such instructions to the
         Trustee shall remain in the strict confidence of the Trustee. If the
         Trustee does not receive instructions from a Member regarding the
         voting of Company Shares allocated or allocable to his Account, the
         Trustee shall vote such Company Shares and any additional Company
         Shares not allocated or allocable to Member Accounts as directed by the
         Benefits Management Committee. The preceding sentence notwithstanding,
         the Trustee will not vote such Company Shares to elect Directors if a
         person other than the Company's Directors or officers has solicited
         shareholder proxies for election of Directors.

                  (b) TENDERS AND EXCHANGES. Each Member (or if he has died, his
         Beneficiary) shall have the right and shall be afforded the opportunity
         to instruct the Trustee in writing as to the manner in which to respond
         to each tender or exchange offer for any or all Company Shares which
         are held in the OMNOVA Stock Fund and are allocated or



                                       31
<PAGE>   39

         allocable to his Account. The Company shall notify each Member (or
         Beneficiary) and utilize its best efforts to timely distribute or cause
         to be distributed to him such information as will be distributed to
         shareholders of the Company in connection with any such tender or
         exchange offer. Upon its receipt of such instructions, the Trustee
         shall tender or exchange such Company Shares as and to the extent so
         instructed. If the Trustee does not receive instructions from a Member
         (or Beneficiary) regarding any such tender or exchange offer for
         Company Shares, such Member (or Beneficiary) will be deemed to have
         instructed the Trustee not to tender or exchange, and the Trustee shall
         not tender or exchange, such Company Shares. Company Shares which are
         not allocated or allocable to Member Accounts shall be tendered or
         exchanged as directed by the Benefits Management Committee. All amounts
         received in exchange for Company Shares will be credited to the
         Member's Account and allocated to the OMNOVA Stock Fund.

                  (c) Each Member (or if he has died, his Beneficiary) who gives
         (or is deemed to have given) any instruction to the Trustee to vote,
         tender or exchange any Company Shares pursuant to Section 7.8(a) or
         Section 7.8(b) will be deemed a named fiduciary (as defined in ERISA)
         for such purposes and each such instruction will be deemed a proper
         direction (as defined in ERISA) to the Trustee, binding on both the
         Member (and his Beneficiary) and the Trustee. Other provisions hereof
         notwithstanding, the Benefits Management Committee may designate and
         delegate to an Investment Manager (rather than the Trustee) the duty
         and power to receive instructions from Members under Section 7.8(a) and
         Section 7.8(b) and to direct the Trustee to vote, tender or exchange
         Company Shares in accordance with such instructions.



                                       32
<PAGE>   40

         7.9 GENCORP STOCK FUND ACCOUNTS. Anything in the Plan to the contrary
notwithstanding, each Member who has GenCorp Stock allocated to his or her
Account in the Plan may direct the Trustee that the GenCorp Stock be retained in
the GenCorp Stock Fund, transferred to the OMNOVA Stock Fund or transferred to
any other investment fund maintained under the Plan. No transfers may be made by
such Member, Beneficiary or alternate payee into the GenCorp Stock Fund. Any
dividends on GenCorp Stock in Accounts of such Members, Beneficiaries or
alternate payees will be reinvested in GenCorp Stock.

                                    Article 8

                       Valuation of Assets and Plan Shares
                       -----------------------------------

         8.1 VALUATION OF ASSETS. As of the Trustee's close of business on each
Valuation Date, the Trustee shall determine the total fair market value of
assets held by it in each Investment Fund and the Trust Fund.

         8.2 DETERMINATION OF PLAN SHARE VALUES. As of the Trustee's close of
business on each Valuation Date, the Trustee shall determine the value of a Plan
Share in each Investment Fund by dividing (a) the total fair market value of
assets held in such Investment Fund, by (b) the total number of Plan Shares in
such Investment Fund determined by the Company in accordance with Section 8.4 as
of the end of the immediately preceding Valuation Date.

         8.3 REPORTING OF PLAN SHARE VALUES. As of the Trustee's close of
business on each Valuation Date, the Trustee shall report to the Company the
Plan Share values determined in accordance with Section 8.2.



                                       33
<PAGE>   41

         8.4 ADJUSTMENTS TO MEMBER ACCOUNTS. On each Valuation Date, after the
Trustee determines the values of Plan Shares in accordance with Section 8.2 and
reports such values to the Company in accordance with Section 8.3, the Company
will adjust each Member's Account (a) to reflect any changes in such Plan Share
values, and (b) to record (i) any contributions to the Investment Funds, (ii)
any transfers among the Investment Funds, and (iii) any distributions from the
Investment Funds, occurring with respect to the Member since the immediately
preceding Valuation Date. The Company then will report to the Trustee the
resulting number of Plan Shares in each Investment Fund.

         8.5 VALUES ON DAYS OTHER THAN VALUATION DATES. On any day which is not
a Valuation Date, the fair market value of assets held in any Investment Fund,
Plan Share values and Member's Account balances shall be deemed for all purposes
under the Plan to be the same as determined on the immediately preceding
Valuation Date in accordance with this Article 8.

         8.6 STATEMENT OF ACCOUNTS. At least annually, the Company shall furnish
to each Member and Beneficiary of each deceased Member a written statement
setting forth the value of his Account and Plan Shares in each Investment Fund
and the number of Company Shares corresponding to Plan Shares in the GenCorp
Stock Fund as of the last Monthly Valuation Date in the calendar year.



                                       34
<PAGE>   42

                                    Article 9

                              Vesting and Repayment
                              ---------------------

         9.1 VESTING OF INTERESTS.

                  (a) EMPLOYEE CONTRIBUTIONS. A Member's interests in the
         Employee Contributions that he has made or his Employer has made for
         him will be at all times vested and not subject to forfeiture.

                  (b) MATCHING CONTRIBUTIONS. A Member's interest in the
         Matching Contributions made for his benefit will be at all times vested
         and not subject to forfeiture (except forfeitures required under an
         Appendix or applicable provision of law). However, a Member may not
         elect pursuant to Section 10.1 or Section 10.2 a distribution of any
         Plan Shares attributable to Matching Contributions prior to the last
         day of the Plan Year which is two full Plan Years after the Plan Year
         for which the Matching Contributions were made for his benefit.

                  (c) If a Plan amendment, including any change in the vesting
         provisions that occurs when the Plan becomes or ceases to be top heavy,
         directly or indirectly affects the computation of a Member's vested
         interest, each Member with at least three years of Continuous Service
         with a Controlled Group Member may elect, within sixty days after the
         later of (i) the date the amendment is adopted; (ii) the date the
         amendment is effective; or (iii) the date the Member is provided
         written notice of the amendment by the Administrative Committee to have
         his or her nonforfeitable interest computed under the Plan without
         regard to the amendment. For any Member who does not perform at least
         an Hour of Service in any Plan Year beginning after December 31, 1988,
         the "three years



                                       35
<PAGE>   43

         of Continuous Service" clause in the preceding sentence will be
         replaced with five years of Continuous Service.

         9.2 REPAYMENT OF CONTRIBUTIONS.

                  (a) REPAYMENT. If a Member receives a distribution of Plan
         Shares credited to his Account upon or after the termination of his
         employment pursuant to Section l0.3 and he thereafter becomes an
         Eligible Employee, he may repay and restore to the Trust Fund, in a
         single-sum cash payment and on an after-tax basis, all or part of the
         value of his Basic Contributions and Supplemental Contributions that
         were so distributed to him; provided that he makes such payment before
         expiration of a period of five consecutive years after either (a) his
         subsequent Employment Commencement Date, or if earlier, (b) the date of
         such distribution; provided that the amount of such payment may not
         exceed any limitation under any Appendix hereto or applicable provision
         of law. No Employer will make any Matching Contributions in respect of
         any Basic Contributions which an Eligible Employee elects to restore
         under this Section 9.2(a).

                  (b) TIME AND AMOUNT OF RESTORATION. Each payment pursuant to
         this Section 9.2 will be transmitted to the Trustee as soon as
         practical, but within 30 days after the month in which such payment is
         received by the Member's Employer, and will be allocated to the
         Member's Account at the time and in the manner specified in Section 4.5
         for Basic Contributions and Supplemental Contributions and to one or
         more Investment Funds selected by the Member in his current Enrollment.
         Additionally, such payment will be treated as Basic After-Tax
         Contributions and allocated to Plan Years, beginning



                                       36
<PAGE>   44

         with the most recent Plan Year from which the distribution was made
         pursuant to Section 10.3.

         9.3 UNCLAIMED DISTRIBUTION. If a person entitled to receive a benefit
under the Plan cannot be located, the amount of his benefit will be forfeited
and used to reduce the amount of the Employer's Matching Contributions as
provided in Section 5.2. At any time before final distributions are made from
the Trust Fund following termination of the Plan, a person entitled to such
benefit may file a claim therefor with the Company. If the claim is upheld, and
the Employer who received the benefit of any corresponding forfeiture will
restore to the Trust Fund the amount required to pay such benefit, and
distribution of such benefit will be made as soon as practicable. Upon
termination of the Plan, all unclaimed benefits will be forfeited and
reallocated to the Accounts of the remaining Members, with each Member receiving
the same proportion thereof.

                                   Article 10

                            Distributions to Members
                            ------------------------

         10.1     REGULAR DISTRIBUTIONS.

                  (a) ELECTION. As of any Monthly Valuation Date following the
         end of the 180-day period following his enrollment pursuant to Section
         2.2 but subject to Section 9.1(b), a Member may elect to have
         distributed to him the value of all or any part of the Plan Shares
         which are attributable to his Employee Contributions, Rollover
         Contributions, Matching Contributions and earnings and credited to his
         Account by completing and filing with his Employer a Distribution
         Request not later than the 15th calendar day of the



                                       37
<PAGE>   45

         month in which such Monthly Valuation Date occurs. Additionally, a
         Member may elect a distribution only once in any period of six
         consecutive months, and all distributions from his Account will be in
         the order specified in Section 10.1(b) and subject to all other
         applicable limitations hereunder.

                  (b) ORDER OF DISTRIBUTION. The Member must designate in his
         Distribution Request the amount to be distributed from his Account and
         any Investment Fund and the distribution will be made in accordance
         with the order and limitations specified below:

                           (i) First, the value of Plan Shares attributable to
                  After-Tax Contributions made prior to 1987.

                           (ii) Next, the value of Plan Shares attributable to
                  the Member's After-Tax Contributions for which there were no
                  corresponding Matching Contributions.

                           (iii) Next, the value of Plan Shares attributable to
                  the Member's After-Tax Contributions in Plan Years for which
                  there were corresponding Matching Contributions and for which
                  his interest in such Matching Contributions may be distributed
                  to him under Section 9.1(b), beginning with the earliest such
                  Plan Year.

                           (iv) Next, the value of Plan Shares attributable to
                  Matching Contributions made for his benefit and which may be
                  distributed to him under Section 9.1(b), beginning with the
                  earliest Plan Year in which such Matching Contributions were
                  made.



                                       38
<PAGE>   46

                           (v) Next, the value of Plan Shares attributable to
                  the Member's Rollover Contributions.

                           (vi) Next, the value of Plan Shares attributable to
                  After-Tax Contributions in a Plan Year for which there were
                  corresponding Matching Contributions and for which his
                  interest in such Matching Contributions may not be distributed
                  to him under Section 9.1(b), beginning with the earliest such
                  Plan Year.

                  (c) EXCEPTION. Section 10.1(b) notwithstanding, a Member who
         is at least 59 l/2 years old may elect a distribution of the value of
         all or any part of the Plan Shares attributable to his Before-Tax
         Contributions and credited to his Account prior to any distribution of
         his After-Tax Contributions, Matching Contributions and earnings
         credited to his Account pursuant to Section 10.1(a) and Section
         10.1(b).

         10.2 HARDSHIP DISTRIBUTION. After electing a distribution of the value
of all Plan Shares available to him under Section l0.1(a), a Member also may
elect in case of financial hardship to have distributed to him, in the order
specified in Section 10.l(b), the value of all or part of the Plan Shares
attributable, first, to his Supplemental Before-Tax Contributions, and second,
to his Basic Before-Tax Contributions, and credited to his Account by submitting
his written request to his Employer at least l5 days prior the next subsequent
Monthly Valuation Date and in such manner as the Administrative Committee
prescribes and subject to satisfaction of the following two conditions:

                  (a) First, the distribution request must be for an immediate
         and heavy financial need on account of:




                                       39
<PAGE>   47

                           (i) Nonreimbursable medical expenses incurred by the
                  Member, his spouse, or dependents;

                           (ii) Purchase (excluding mortgage payments) of a
                  principal residence for the Member;

                           (iii) Payment of tuition for the next semester or
                  quarter of post-secondary education for the Member, his
                  spouse, children, or dependents; or

                           (iv) The need to prevent the eviction of the Member
                  from his principal residence or foreclosure on the mortgage on
                  the Member's principal residence; and

                  (b) Second, the amount distributed may not exceed the actual
         expense incurred or to be incurred by the Member on account of such
         needs and only to the extent that the need cannot be satisfied from
         other resources and funds reasonably available to the Member,
         including, without limitation, a distribution pursuant to Section
         l0.1(a) and/or Section 10.1(c).

                  (c) LIMITATIONS. Any Member who receives a distribution
         pursuant to this Section 10.2 may not make or have made on his behalf
         any Employee Contributions to the Plan or any other plan of his
         Employer for a period of l2 consecutive months after such distribution,
         and the maximum amount of Employer Contributions that may be allocated
         on his behalf as Before-Tax Contributions under the Plan and all other
         plans of this Employer in his next tax year after the tax year in which
         he received such withdrawal shall be limited to the excess of the
         applicable limit under Code section 402(g) for such



                                       40
<PAGE>   48

         next tax year over the Member's Before-Tax Contributions for the tax
         year in which he received such withdrawal.

         10.3 TERMINATION DISTRIBUTIONS TO MEMBERS.

                  (a) TERMINATION DISTRIBUTIONS. A Member may elect as of the
         Monthly Valuation Date occurring in the month in which his Termination
         of Employment Date occurs or any Monthly Valuation Date thereafter a
         distribution of the value of Plan Shares credited to his Account by
         completing and filing with his Employer a Distribution Request on or
         before the 15th day of the month in which occurs such Monthly Valuation
         Date; provided that, if the aggregate value of all Plan Shares credited
         in his Account does not exceed $3,500, the entire amount thereof
         automatically will be distributed to him as soon as practical after the
         Monthly Valuation Date first occurring after his Termination of
         Employment Date.

                  (b) DELAYED DISTRIBUTIONS. A Member who incurs a Termination
         of Employment Date may elect irrevocably a distribution of the value of
         all Plan Shares credited to his Account in the calendar year following
         the year in which such termination occurs, based on the value of Plan
         Shares as of November 30 in the calendar year in which such termination
         occurs, by completing and filing with his Employer a Distribution
         Request no later than November 15 of the same calendar year.

         10.4 TIME AND FORM OF DISTRIBUTIONS. Each distribution pursuant to this
Article l0 shall be made in a single-sum cash payment, except that (i)
distributions from the OMNOVA Stock Fund will be in the form of whole Company
Shares plus cash for any fractional Company Share unless the Member elects to
receive the cash value thereof, and (ii) distributions from the



                                       41
<PAGE>   49

GenCorp Stock Fund will be in the form of whole shares of common stock of
GenCorp Inc. plus cash for any fractional shares thereof unless the Member
elects to receive the cash value thereof, and shall be made as soon as
practicable after all information necessary to process the distribution is
received, and except as provided in Section 10.3(b), the amount shall be equal
to value of Plan Shares as of the Monthly Valuation Date for the month in which
all necessary information is received.

         10.5 REEMPLOYMENT OF MEMBER. If a Member whose employment has been
terminated again becomes an Employee before receiving a full distribution of his
Account balance, no distribution hereunder will be made or continued while he is
an Employee, and amounts which would have been distributed to him on account of
such termination will be held in the Trust Fund until he is again entitled to a
distribution under the Plan.

         10.6 DIRECT ROLLOVERS.

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

                  (b) DEFINITIONS. For purposes of this section 10.6, the
         following terms shall have the meanings set forth in this subsection
         (b):

                           (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



                                       42
<PAGE>   50

                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  Distributee or the joint lives (or joint life expectancies) of
                  the Distributee and the Distributee's designated Beneficiary,
                  or for a specified period of ten years or more; any
                  distribution to the extent such distribution is required under
                  Code section 401(a)(9); and the portion of any distribution
                  that is not includible in gross income (determined without
                  regard to the exclusion for net unrealized appreciation with
                  respect to employer securities).

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

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

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



                                       43
<PAGE>   51

         10.7 LOANS

                  (a) LOAN PROGRAM. The Committee is authorized to establish and
         administer a program to make available to Members to opportunity to
         borrow funds from their Accounts in accordance with the terms set forth
         below and pursuant to such procedures and guidelines for obtaining a
         loan as the Committee, or its delegate, may prescribe and publish.

                  (b) AMOUNTS OF LOANS. The maximum loan available to a Member,
         whether such Member is a Highly Compensated employee or a Non-Highly
         Compensated Employee, is fifty percent of such Member's aggregate
         Account balance, subject to a maximum of $50,000. While Matching
         Contributions are not available for loan, they are included in the
         computation of the maximum loan amount. The minimum loan amount is
         $1,000.

                  (c) SOURCE OF LOANS.

                           (i) ACCOUNTS. A loan to a Member will be deducted
                  from funds in his Account in the same order set forth in
                  Section 10.1(b) for in-service withdrawals, except that no
                  funds attributable to Matching Contributions will be available
                  as a source of loans.

                           (ii) INVESTMENT FUNDS. A loan to a Member will be
                  deducted prorata from his available balances in all Investment
                  Funds.

                  (d) TERMS OF LOAN. Loans will be made on such terms and
         subject to such limitations as the Committee may prescribe, provided
         any such loan is evidenced by a written promissory note, bears a
         reasonable rate of interest on the unpaid principal, is



                                       44
<PAGE>   52

         adequately secured, and will be repaid by the Member over a period not
         to exceed five years, unless the loan is for the purpose of acquiring a
         primary residence for the Member (in which case a 10-year repayment
         period is permitted). The interest rate charged on a loan must be at
         least equivalent to the prevailing interest rate charged by persons in
         the business of lending money for loans which would be made under
         similar circumstances.

                  (e) SECURITY. A loan to a Member will be secured by his right,
         title and interest in his Account balance. The Member's pledge will be
         evidenced by a promissory note.

                  (f) REPAYMENT OF LOAN. All loans will amortized on a
         substantially level basis, and repaid by means of monthly payroll
         deduction. Early loan repayment is permitted only for the full amount
         of a Member's outstanding loan. Loan repayments are deposited directly
         into the Member's Account, first replacing any Before-Tax Contributions
         (and earnings thereon) that were included in the loan, then replacing
         any After-Tax Contributions (and earnings thereon) that were included
         in the loan. Repayments are allocated to the Investment Funds based
         upon the Member's most recent Enrollment elections for future
         contributions.

                  The Committee, or its delegate, may suspend a Member's loan
         payment obligation for up to one year if the Member is not receiving a
         paycheck due to a company-approved temporary leave of absence. However,
         such a suspension cannot extend the total repayment period beyond the
         maximum 5- or 10-year period described in subsection (d). Interest on
         the Member's loan balance continues to accrue during any such period of
         suspension.



                                       45
<PAGE>   53

                  (g) DEFAULT ON LOAN. In the event the Member's employment with
         an Employer terminates, all remaining principal payments, and any
         outstanding interest payments, on the loan will be immediately due and
         payable. The Committee is authorized (to the extent permitted by law)
         to take any and all actions necessary and appropriate to enforce
         collection of an unpaid loan. However, in the event of default,
         foreclosure on the note and attachment of security will not occur until
         a distributable event occurs under the Plan. A default will be deemed
         to have occurred if any loan payment has not been made with 90 days of
         when the payment was due to be paid by the Member.

                                   Article 11

               Distributions to Beneficiaries and Alternate Payees
               ---------------------------------------------------

         11.1 DISTRIBUTIONS TO BENEFICIARIES. Upon his death, a Member's
interest in his Account will be distributed to the Beneficiary or Beneficiaries
designated by the Member pursuant to Section 11.2 or, if he has designated no
Beneficiary who survives him, to (a) his spouse, if living and if not, (b) his
then living children in equal shares, or if none are living, (c) his living
parents in equal shares, or if neither is living, (d) his estate.

         11.2 DESIGNATION OF BENEFICIARY.

                  (a) METHOD OF DESIGNATION. Subject to Section 11.2(b), each
         Member may designate a Beneficiary or Beneficiaries to receive the
         distribution from his Account upon his death in the beneficiary
         designation form prescribed the Company and filed in connection with
         Enrollment pursuant to Section 2.2, and may change or revoke any



                                       46
<PAGE>   54

         designated Beneficiary by completing and filing a new beneficiary
         designation form with his Employer.

                  (b) CONSENT OF SPOUSE REQUIRED. A Member who has a spouse may
         designate a Beneficiary other than, or in addition to, his spouse only
         if his spouse consents thereto irrevocably in a writing that is filed
         with his Employer, is signed by the spouse, contains the spouse's
         acknowledgement of the effect of the consent, and is witnessed by a
         notary public. If a spouse consents to the designation of a Beneficiary
         other than or in addition to the spouse, the Member may change such
         designation only if his spouse consents thereto irrevocably in a
         writing that is filed with his Employer, is signed by the spouse,
         expressly authorizes the Member to designate one or more Beneficiaries
         other than, or in addition to, the spouse without any further consent
         of the spouse, acknowledges that such consent was given after the
         spouse was advised of the right to limit consent to a specific
         Beneficiary, and is witnessed by a notary public.

         11.3 FORM AND TIME OF DISTRIBUTION. Each distribution pursuant to
Section 11.2 will be made in a single-sum cash payment and/or Company Shares in
the same manner as provided for Members in Section 10.4 and will be made as soon
as practicable after all necessary documentation is received. Plan Shares in the
Member's Account will be valued as of the Monthly Valuation Date for that month
in which all necessary documentation is received.



                                       47
<PAGE>   55
                                   Article 12

                         Special Distribution Provisions
                         -------------------------------

         12.1 DISTRIBUTION ELECTION. Other provisions hereof notwithstanding,
unless he otherwise elects, the value of all Plan Shares credited to a Member's
Account will be distributed to him within 90 days of the later of (i) the date
on which he attains age 65, (ii) the tenth anniversary of date on which he first
enrolled and commenced participation in the Plan, or (iii) the date on which his
employment by a Controlled Group Member terminates. A Member's failure to elect
a distribution pursuant to Article l0 prior to the foregoing date will be deemed
an election not to receive a distribution at such time.

         12.2 MANDATORY DISTRIBUTION. Other provisions hereof notwithstanding,
the value of all Plan Shares credited to a Member's Account will be distributed
to him as provided in Section l0.4 on or before April l of the calendar year
following the earlier of the calendar year in which he attains age 70 l/2 or
(ii) the calendar year in which he retires.

         12.3 DEATH OF MEMBER. If a Member dies after electing but before
receiving a distribution of all or part of his vested interests in his Account,
the amount thereof will be paid to any surviving Beneficiary or Beneficiaries
that he has designated pursuant to Section 11.2 or, if no Beneficiary survives
him, as provided in Section 11.1.

         12.4 DEATH OF BENEFICIARY. If a Beneficiary dies after the Member who
designated him as a Beneficiary but before receiving a distribution pursuant to
Section 11.2, the amount thereof will be paid to the heirs or estate of such
Beneficiary in the same manner and within the time provided in Section 11.1.



                                       48
<PAGE>   56

         12.5 LEGAL CAPACITY. If any benefit hereunder becomes payable to a
minor or other person lacking legal capacity and the Administrative Committee
becomes aware thereof, payment thereof will be made only to the guardian of such
person, who is appointed by a court or in such other manner as will discharge
the obligations of the Plan, the Trustee and the Company.

         12.6 DELAYED PAYMENT. If the amount of a distribution under the Plan
cannot be made by the date herein specified for payment due to lack of necessary
information, inability to locate a Member or Beneficiary or any other cause
beyond the reasonable control of the Trustee or Company, payment thereof may be
made as soon as practically possible, based on the value of Plan Shares as of
the last Monthly Valuation Date prior to such payment.

                                   Article 13

                           Administration of the Plan
                           --------------------------

         13.1 ADMINISTRATOR. The Company will be both the administrator and
sponsor of the Plan, as defined in ERISA sections 3(l6)(A) and (B), for purposes
of complying with the reporting and disclosure requirements imposed by ERISA and
the Code and administering the Plan. In complying with such requirements and in
administering the Plan, the Company will use its Human Resources Department and
those of other Employers, the Administrative Committee and Benefits Management
Committee as herein provided and as the Company may direct.

         13.2 ADMINISTRATIVE COMMITTEE.

                  (a) RESPONSIBILITIES. The Administrative Committee will have
         general responsibility for interpreting and assuring uniform
         administration of the provisions of the Plan, except the Trust
         Agreement.



                                       49
<PAGE>   57

                  (b) MEMBERS. The members of the Administrative Committee will
         be the persons who serve the Company in the capacities of Senior Vice
         President and Chief Financial Officer, Senior Vice President, Human
         Resources, Senior Vice President, Law and General Counsel, Director of
         Benefits, and Director of Compensation and such other or additional
         persons as the Administrative Committee may designate. Each person who
         is or becomes a member of the Administrative Committee will signify his
         acceptance by filing a written acceptance, and may resign by filing his
         written resignation, with the Secretary to the Administrative
         Committee.

                  (c) CHAIRMAN, SECRETARY AND RECORDS. The Administrative
         Committee will elect from its members a Chairman and a Secretary. The
         Secretary will keep a record of the Administrative Committee's
         proceedings and documents pertaining to the Administrative Committee's
         administration of the Plan.

                  (d) MEETINGS. The Administrative Committee shall hold meeting
         upon such notice, at such places and at times as it or the Secretary
         may determine.

                  (e) ACTION. A majority of the Administrative Committee shall
         constitute a quorum for the transaction of business. All resolutions or
         other action taken by the Administrative Committee shall be by the vote
         of a majority of the members present at a meeting or without a meeting
         by an instrument signed by a majority of the members.

         13.3 BENEFITS MANAGEMENT COMMITTEE.

                  (a) RESPONSIBILITIES. The Benefits Management Committee will
         have the responsibilities related to maintaining relationships with the
         Trustee and Investment Managers and investment of the Trust Fund as set
         forth in Section 13.5(b).



                                       50
<PAGE>   58

                  (b) MEMBERS. The members of the Benefits Management Committee
         will be the persons who serve the Company in the capacities of Chief
         Executive Officer, Senior Vice President and Chief Financial Officer,
         Senior Vice President, Human Resources, Senior Vice President, Law and
         General Counsel, and such other or additional persons as the Benefits
         Management Committee may designate. Each person who is or becomes a
         member of the Benefits Management Committee will signify his acceptance
         by filing a written acceptance, and may resign by filing his written
         resignation, with the Secretary to the Benefits Management Committee.

                  (c) CHAIRMAN, SECRETARY AND RECORDS. The Benefits Management
         Committee will elect from its members a Chairman and a Secretary. The
         Secretary will keep a record of the Benefits Management Committee's
         proceedings and documents pertaining to the Benefits Management
         Committee's administration of the Plan.

                  (d) MEETINGS. The Benefits Management Committee shall hold
         meeting upon such notice, at such place and at time as it or the
         Secretary may determine.

                  (e) ACTION. A majority of the Benefits Management Committee
         shall constitute a quorum for the transaction of business. All
         resolutions or other action taken by the Benefits Management Committee
         shall be by the vote of a majority of the members present at a meeting
         or without a meeting by an instrument signed by a majority of the
         members.

         13.4 NAMED FIDUCIARIES. The Company, the Trustee, the Administrative
Committee and the Benefits Management Committee shall each be a named fiduciary
as defined in ERISA.



                                       51
<PAGE>   59

         l3.5 AUTHORITY AND DUTIES OF VARIOUS FIDUCIARIES.

                  (a) PLAN INTERPRETATION. Except as otherwise provided by the
         terms of the Plan, the Administrative Committee shall have the
         exclusive right to interpret the Plan (except the Trust Agreement) and
         to decide any and all matters arising under the Plan or in connection
         with its administration, including, without limitation, Continuous
         Service, eligibility to participate in the Plan, and determining
         eligibility for and the amount of any benefit. The Company shall have
         no power to direct or modify any interpretation, determination, or
         decision of the Administrative Committee. The Administrative Committee
         may adopt rules for the administration of the Plan and the conduct of
         its business, which rules shall be consistent with the provisions of
         the Plan.

                  (b) INVESTMENT ADMINISTRATION. The Benefits Management
         Committee will have general responsibility for maintaining
         relationships with the Trustee and Investment Managers; selection and
         removal of the Trustee and Investment Managers; discontinuing,
         establishing or modifying Investment Funds and related investment
         objectives; establishing and reviewing general investment guidelines
         and policies; monitoring and evaluating the performance of the Trustee
         and Investment Managers; establishing and implementing policies and
         methods for funding the Plan consistent with the objectives of the Plan
         and the requirements of law; and informing the Trustee about projected
         short-term and long-term financial requirements and need for cash to
         make distribution.

                  (c) DATA AND RECORDS. The Company shall keep or cause to be
         kept in convenient form such personnel data as may be necessary for the
         Plan. The Company



                                       52
<PAGE>   60

         shall prepare, distribute, and file such reports and notices as may be
         required by applicable law or regulations.

                  (d) SERVICES. The Company, the Administrative Committee, the
         Benefits Management Committee and any other named fiduciary may each
         employ counsel, agents, and such clerical and accounting services as it
         may require in carrying out its responsibilities under the Plan. All
         fiduciaries shall be entitled to rely upon tables, valuations,
         certificates, opinions, and reports furnished by any actuary,
         accountant, or legal counsel appointed under the provisions of the
         Plan.

                  (e) STANDARD OF CONDUCT. Members of the Administrative and
         Benefits Management Committees shall use that degree of care, skill,
         prudence and diligence that a prudent man acting in a like capacity and
         familiar with such matters would use in his conduct of a similar
         situation. Members of the Administrative or Benefits Management
         Committee shall not be liable for the breach of fiduciary
         responsibility of another fiduciary unless (l) he knowingly
         participates in, or knowingly undertakes to conceal, an act or omission
         of such other fiduciary, knowing such act or omission is a breach; or
         (2) he has enabled such other fiduciary to commit a breach; by his
         failure to discharge his duties solely in the interest of Members and
         Beneficiaries for the exclusive purpose of providing their benefits and
         defraying reasonable expenses of administering the Plan not met by the
         Company; or (3) he has knowledge of a breach by such other fiduciary
         and does not make reasonable efforts to remedy the breach; or (4) if
         the Administrative Committee or Benefits Management Committee
         improperly allocates among its Members



                                       53
<PAGE>   61

         or delegates to others, or fails to properly review such allocation or
         delegation of fiduciary responsibilities.

                  (f) INDEMNIFICATION. The Company will indemnify and save
         harmless the members of the Administrative Committee and Benefits
         Management Committee against any and all expenses (including attorneys'
         fees), judgments, fines, and amounts paid in settlement, actually and
         reasonably incurred by him in connection with any civil, criminal,
         administrative, or investigative action, proceeding, or claim
         (including an action by or in the right of the Company) by reason of
         the fact that he is or was serving in such capacity; provided that such
         person's conduct is not finally adjudged to have been knowingly
         fraudulent, deliberately dishonest or willful misconduct.

                  (g) DISCRETION. Whenever, in the administration of the Plan,
         any discretionary action is required, the authorized party shall
         exercise his authority in a nondiscriminatory manner so that all
         persons similarly situated will receive substantially the same
         treatment.

         13.6 DELEGATION. By appropriate instrument, unless precluded by the
terms of such appointment, any named fiduciary designated herein may designate
any person (including any firm or corporation) to carry out and cause to be
performed part or all of such fiduciary's responsibilities and, upon such
designation, the named fiduciary shall have no liability, except as imposed by
applicable law, for any act or omission of such person. The foregoing does not
preclude any other fiduciary to the extent allowed by ERISA and the terms of his
appointment from delegating part or all of such fiduciary's responsibilities
with respect to the Plan.

         13.7 MULTIPLE CAPACITIES. Any fiduciary may serve in more than one
fiduciary capacity with respect to the Plan.



                                       54
<PAGE>   62

         13.8 COMPENSATION AND EXPENSES OF FIDUCIARIES. A fiduciary will be
entitled to receive any reasonable compensation for services rendered or for the
reimbursement of expenses properly and actually incurred in the performance of
his or her duties under the Plan. However, a fiduciary who already receives
full-time pay from an Employer will receive no compensation from the Plan,
except for reimbursement of expenses properly and actually incurred.

                                   Article 14

                                Claim Procedures
                                ----------------

         14.1 CLAIM. Any Employee, Eligible Employee, Member or Beneficiary who
believes that he is entitled to or has not received a right or benefit due him
under the Plan may make a claim therefor by filing a written claim with the
Company or his Employer.

         14.2 INITIAL DETERMINATION. The Company acting for itself or through
the Human Resources Department of the Company or an Employer will determine
initially any claim made pursuant to Section l4.1, including without limitation,
eligibility for and the amount of any benefit claimed by a Member or a
Beneficiary, and will mail or deliver to the claimant a written notice of its
decision. Each notice denying a claim, in whole or part, will specify the
reasons therefor, state the time within which the Employee, Member or
Beneficiary has to request review thereof and contain such other information as
the law may require. Such notice will be given within 30 days after filing of
the claim. If special circumstances require additional time for processing the
claim, the Company may delay issuing its decision for an additional 30 by giving
the claimant written notice of the circumstances requiring the delay. If no
notice of decision or delay is given within 30 days after the claim is filed,
the claim shall be deemed denied.



                                       55
<PAGE>   63

         14.3 REVIEW. Within 60 days after receipt of the decision denying his
claim, in whole or part, such Employee, Member, Beneficiary or other claimant
may request that the Administrative Committee review the denial by filing a
written request for review with the Administrative Committee, and will have the
right to inspect such documents as the Administrative Committee may determine,
and meet with the Administrative Committee at such time and place as the
Administrative Committee determines, with or without a representative of his
choice. The Administrative Committee shall issue a written decision, stating the
reasons therefor, including specific references to pertinent provisions of the
Plan, applicable practice and policy under the Plan, prior decisions of the
Administrative Committee and other information which the law may require or the
Administrative Committee deems appropriate, within 60 days after receipt of the
request for review. If special circumstances require additional time for
processing such review, the Administrative Committee may delay issuing its
decision for an additional 60 days by giving the claimant written notice of such
circumstances and the date the Administrative Committee expects to render its
final decision. If the decision is not issued within the prescribed period, the
appeal shall be deemed denied. No claimant shall have recourse to courts of law
until the administrative review process set forth herein has been completed.

         l4.4 EFFECT OF DECISION. The decisions of the Administrative Committee
pursuant to this Article l3 shall be final and binding on the Company and any
Employer, Employee, Member, Beneficiary or other claimant unless a court having
jurisdiction of the matter under ERISA determines that such decision was
arbitrary and capricious.




                                       56
<PAGE>   64


                                   Article 15

                  Adoption of Plan by Controlled Group Members
                  --------------------------------------------

         15.1 PLAN ADOPTION PROCEDURE. Any Controlled Group Member may become an
Employer under the Plan if (a) the Company first approves the adoption of the
Plan by the Controlled Group Member and participation of the Controlled Group
Member in the Plan as an Employer and the eligibility of all or some categories
of the Employees of the Controlled Group Member to participate in the Plan as
Members; (b) pursuant to resolution of its directors in a form satisfactory to
the Company, the Controlled Group Member adopts the Plan, as amended, and
delegates to the Company authority to (i) enter into the Trust Agreement and
agreements with one or more Investment Managers, (ii) amend and/or terminate the
Plan, Trust Agreement and/or agreements with Investment Managers, and (iii)
administer the Plan in accordance with its terms; and (c) the Controlled Group
Member agrees to be bound by any other terms and conditions which the Company
may require and are consistent with the purposes of the Plan.

         15.2 EFFECT OF PLAN ADOPTION. A Controlled Group Member that adopts the
Plan pursuant to this Article will be an Employer for all purposes hereunder. If
the Company so authorizes, the Eligible Employees of a Controlled Group Member
may receive credit under the Plan for their employment with the Controlled Group
Member prior to the date it became a Controlled Group Member for purposes of
determining vesting of the interests of such Employees in their Account;
provided that such credit will be applied in a uniform and nondiscriminatory
manner with respect to all such Eligible Employees.



                                       57
<PAGE>   65

                                   Article 16

                            Amendment and Termination
                            -------------------------

         16.1 AMENDMENT. The Company acting for itself or through the
Administrative Committee reserves the right to modify or amend, in whole or in
part, any and all provisions of the Plan; provided that no modification or
amendment:

                  (a) shall permit any part of the assets of the Trust Fund to
         be used for, or diverted to, purposes other than the exclusive benefit
         of Members and their Beneficiaries, except as provided in Section 6.7;

                  (b) retroactively change the provisions for vesting any
         Member's interest in any Matching Contributions made for his benefit;

                  (c) retroactively decrease the percentage of an Employer's
         Matching Contribution; or

                  (d) decrease any Member's interest in Employee Contributions,
         Rollover Contributions, Matching Contributions or earnings credited to
         his Account to the extent his interest therein has vested.

         16.2 TERMINATION.

                  (a) BY THE COMPANY. The Company reserves the right to
         terminate the Plan for any reason in respect of any or all Employers
         and/or categories of Eligible Employees, and direct complete
         discontinuance of contributions hereunder by any or all Employers
         and/or categories of Eligible Employees.

                  (b) BY AN EMPLOYER. Subject to the Company's approval, an
         Employer may discontinue its participation in the Plan for any reason
         in respect of any or all of its



                                       58
<PAGE>   66

         categories of Eligible Employees and/or completely discontinue
         contributions hereunder by any or all categories of its Eligible
         Employees.

                  (c) INSTRUCTIONS TO TRUSTEE. If the Company terminates the
         Plan as to all Employers and Eligible Employees or discontinues all
         contributions to the Trust Fund, the Company will instruct the Trustee
         to distribute to each Member the value of all Plan Shares credited to
         each Member as soon as practical and to continue to manage the Trust
         Fund until all assets in the Trust Fund have been distributed to
         Members except as otherwise provided in Section 6.7 in respect of
         Matching Contributions.

                                   Article 17

                           Consolidation and Transfer
                           --------------------------

         17.1 CONSOLIDATION. Subject to Section 17.3, the Company may
consolidate this Plan and any other plan maintained by any Employer on such
terms and conditions as the Company may determine.

         17.2 TRANSFER. Subject to Section 17.3, the Company may permit Members
to transfer to this Plan any interests they may have under a plan maintained by
the Company or Employer on such terms and conditions as the Company may
determine.

         17.3 PRESERVATION OF BENEFITS. In the event of a merger or
consolidation with, or transfer of assets to any other plan, each Member will
receive a benefit immediately after such merger, consolidation or transfer (if
the Plan then terminated) which is at least equal to the benefit the Member was
entitled to immediately before such merger, consolidation or transfer (if the
Plan had terminated).



                                       59
<PAGE>   67

                                   Article 18

                              Additional Provisions
                              ---------------------

The provision of the Appendices set forth below are incorporated herein by
reference and made a part hereof:

                  (A)      Appendix A, Nondiscrimination Requirements

                  (B)      Appendix B, Limitations on Allocations

                  (C)      Appendix C, Top-Heavy Provisions

                                   Article 19

                                  Miscellaneous
                                  -------------

         19.1 BENEFITS PAYABLE FROM TRUST FUND. All persons with any interest in
the Trust Fund shall look solely to the Trust Fund for any payments with respect
to such interest.

         19.2 PAYMENTS FOR EXCLUSIVE BENEFITS OF MEMBERS. Payments of benefits
in respect of the interest of a Member under the Plan to any person other than
such Member in accordance with the provisions of the Plan shall be deemed to be
for the exclusive benefit of such Member.

         19.3 ADDRESS OF RECORD. Each Member, Beneficiary or other person who
has an interest under the Plan, actual or potential, shall file and maintain on
file with the Company and/or an Employer a current address. Communications
mailed by the Company and/or Employer, Trustee, or Administrative Committee to
such address will fulfill all obligations to provide required information to
Members, including former Employees and Beneficiaries, in regard to the Plan.
The last address as shown by the Company and/or Employer's records will be
presumed to be the current address and all communications, including without
limitation



                                       60
<PAGE>   68

statements of a Member's Account, mailed thereto will be deemed given when
mailed to such address.

         19.4 ELECTIONS. Members will make all elections hereunder in writing by
the completion and delivery of forms prescribed by the Company or Administrative
Committee for such purposes, within the time limits set forth hereunder with
respect to each such election or, if no time limit is set forth, such limit as
may be established by the Administrative Committee. When the time limit for
making an election would expire on a non-business day of the Company, such time
shall be extended to the next business day of the Company.

         19.5 NO RIGHT TO CONTINUED EMPLOYMENT. Neither the establishment or
continuance of the Plan nor the making of any contributions to the Plan nor the
payment of any benefits hereunder nor any action of the Company and/or Employer,
the Directors, the Administrative Committee, the Benefits Management Committee,
or the Trustee shall be held or construed to confer upon any person any legal
right to be continued in the employ of the Company or any Employer or to limit
the right of the Company or any Employer to terminate the employment of any
person.

         19.6 NO ASSURANCE. Nothing herein will be deemed an assurance or
guarantee that the Trust Fund or any Investment Fund will not decrease in value
or incur a loss.

         19.7 TIME OF ACTION. Any action required or permitted to be taken
hereunder may be taken at any time and from time to time unless the Plan
expressly requires such action to be taken at or within a specified time.

         19.8 HEADINGS. Headings of Articles and Sections of the Plan are
inserted for convenience of reference and do not constitute a part of the Plan.



                                       61
<PAGE>   69

         19.9 USE OF MASCULINE TERMS. Masculine terms shall include the feminine
wherever appropriate.

        19.10 OHIO LAW TO GOVERN. All questions pertaining to the construction,
regulation, validity and effect of the provisions of the Plan, including the
Trust Agreement, shall be determined in accordance with the laws of the State of
Ohio, except as provided in ERISA.

         19.11 INALIENABILITY OF BENEFITS AND INTEREST. No benefit payable under
the Plan or interest in the Trust Fund shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any such attempted action shall be void and no such benefit or
interest shall be in any manner liable for or subject to debts, contracts,
liabilities, engagements or torts of any Member or Beneficiary. If any Member or
Beneficiary shall become bankrupt or shall attempt to anticipate, alienate,
sell, transfer, assign, pledge, encumber or charge any benefit payable under the
Plan or interest in the Trust Fund, then to the extent permitted by law, the
Administrative Committee in its discretion may hold or apply such benefit or
interest or any part thereof to or for the benefit of such Member, or his
Beneficiary, his spouse, children, blood relatives, or dependents, or any of
them, in such manner and in such proportions as the Administrative Committee may
consider proper. Notwithstanding the foregoing, a Member may direct that a
distribution pursuant to Article 10 or Article 11 shall be paid to the trustee
of a trust created by him for his own benefit or for the benefit of his
immediate family.

         Notwithstanding any provision in the Plan to the contrary, the Plan
shall make all payments required by a qualified domestic relations order
("QDRO") within the meaning of Code Section 4l4(o), including distributions
required or permitted by a QDRO to an alternate payee even though such payments
are with respect to a Member who has not incurred a



                                       62
<PAGE>   70

Termination of Employment Date and which commence before the Member has attained
the earliest retirement age under the Plan. The Company shall establish a
procedure to determine the qualified status of a QDRO and to administer
distributions under a QDRO.

         19.12 SEVERABILITY. If any provision of this Plan, any amendment to
this Plan or any part of such amendment is held to be invalid, illegal or
unenforceable by any court of competent jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision of this Plan
or any other part of such amendment.

                                   Article 20

                       Terms of Mergers or Consolidations
                       ----------------------------------

         20.1 SPIN-OFF FROM GENCORP RETIREMENT SAVINGS PLAN.

                  (a) TRANSFER. The account balances of current and former
         OMNOVA Employees in the GenCorp Retirement Savings Plan ("GenCorp
         Plan") were spun-off and merged into the Plan effective as of 12:01
         a.m. on December 1, 2000.

                  (b) ACCOUNTS. In connection with said transfer, Participants'
         balances in their Accounts in the GenCorp Plan were transferred to the
         Plan, becoming part of such Participants' corresponding Accounts in the
         Plan. Participants remain fully vested in their entire Account balances
         under the Plan, including the amounts transferred from the GenCorp
         Plan.

         20.2 SPIN-OFF FROM GENCORP PROFIT SHARING PLAN

                  (a) TRANSFER. The account balances of current and former
         OMNOVA Employees in the GenCorp Profit Sharing Retirement and Savings
         Plan ("Profit Sharing



                                       63
<PAGE>   71

         Plan") were spun-off and merged into the Plan effective as of 12:01
         a.m. on December 1, 2000.

                  (b) ACCOUNTS. In connection with said merger, Members'
         balances in their Accounts in the Profit Sharing Plan were transferred
         to the Plan, becoming part of such Members' corresponding Accounts in
         the Plan. Members remain fully vested in their entire Account balances
         under the Plan, including the amounts transferred from the Profit
         Sharing Plan.

                  (c) PRESERVATION OF RIGHTS. The rights of Members to their
         Account balances are governed by the terms of the Plan, except to the
         extent preservation of an optional form of benefit provided under the
         Profit Sharing Plan is required pursuant to Treas. Regs.
         Sec.1.411(d)-4. If so required, the relevant terms of the Profit
         Sharing Plan are deemed to be incorporated in the Plan.

         EXECUTED pursuant to the adopting resolution of the Company's Board of
Directors dated November 15, 2000.

                                           OMNOVA SOLUTIONS INC.


Date:   November 28, 2000                  /s/ Gregory T. Troy
        ----------------------             ------------------------------------
                                           By:      Gregory T. Troy
                                                    Senior Vice President,
                                                    Human Resources


/s/Robert G. Hall
-------------------------------------
Law Department Review



                                       64
<PAGE>   72


                                   SCHEDULE A

                                OMNOVA SOLUTIONS
                             RETIREMENT SAVINGS PLAN


          All categories of Employees at the locations listed below are eligible
to participate as Members of the Plan as of December 1, 2000, except Employees
represented by the unions indicated:

<TABLE>
<CAPTION>

              EMPLOYER                               WORK LOCATION                               UNION
              --------                               -------------                               -----
<S>                                    <C>                                                      <C>
OMNOVA Solutions Inc.                  Corporate Headquarters
                                       175 Ghent Road
                                       Fairlawn, OH 44333

                                       Technical Center
                                       2990 Gilchrist Road
                                       Akron, OH 44305

                                       OMNOVA Performance Chemicals Headquarters
                                       175 Ghent Road
                                       Fairlawn, OH 44333

                                       OMNOVA Performance Chemicals
                                       165 S. Cleveland Avenue
                                       Mogadore, OH 44260

                                       OMNOVA Performance Chemicals
                                       1601 Highway 41 SW
                                       Calhoun, GA 30701-3651

                                       OMNOVA Performance Chemicals
                                       1476 J. A. Cochran Bypass
                                       Chester, SC 29706
</TABLE>


                                      A-1
<PAGE>   73

<TABLE>
<CAPTION>

              EMPLOYER                               WORK LOCATION                               UNION
              --------                               -------------                               -----
<S>                                    <C>                                                      <C>


OMNOVA Solutions Inc.                  OMNOVA Performance Chemicals
(continued)                            83 Authority Drive
                                       Fitchburg, MA 01420

                                       OMNOVA Performance Chemicals
                                       1701 Cornell Road
                                       Green Bay, WI 54313

                                       OMNOVA Performance Chemicals
                                       6008 High Point Road
                                       Greensboro, NC 27407

                                       OMNOVA Performance Chemicals
                                       Latex Sales Office
                                       235 Brickyard Road
                                       Dalton, GA 30720

                                       OMNOVA Decorative & Building Products
                                       Headquarters
                                       175 Ghent Road
                                       Fairlawn, OH 44333

                                       OMNOVA Decorative & Building Products
                                       2011 Rocky River Road
                                       Monroe, NC 28110

                                       OMNOVA Decorative & Building Products
                                       133 Yorkville Road East
                                       Columbus, MS 39702

                                       OMNOVA Decorative & Building Products
                                       P.O. Box 429
                                       Auburn, PA 17922-0429
</TABLE>


                                      A-2
<PAGE>   74

<TABLE>
<CAPTION>

              EMPLOYER                               WORK LOCATION                               UNION
              --------                               -------------                               -----
<S>                                    <C>                                                      <C>


OMNOVA Solutions Inc.                  OMNOVA Decorative & Building Products
(continued)                            Sales Office
                                       2201 Coronation Boulevard
                                       Suite 190
                                       Charlotte, NC 28227

                                       OMNOVA Decorative & Building Products
                                       Sales Office
                                       1359 Broadway, 20th Floor
                                       New York, NY 10018

                                       OMNOVA Decorative & Building Products
                                       Wallcovering
                                       10 Bloomfield Avenue
                                       Pine Brook, NJ 07058

                                       OMNOVA Decorative & Building Products
                                       Design Center
                                       5 Northeastern Blvd.
                                       Salem, NH 03079

                                       OMNOVA Decorative & Building Products
                                       1722 Indianwood Circle, Suite A
                                       Maumee, OH 43537

OMNOVA Services Inc.                   As directed
</TABLE>


                                      A-3
<PAGE>   75


                                   SCHEDULE B

                                OMNOVA SOLUTIONS
                             RETIREMENT SAVINGS PLAN

         Following is a description of each of the three Investment Funds as of
the Effective Date.

         1.       DIVERSIFIED EQUITY FUND

                  (a) INVESTMENT: Contributions to the Diversified Equity Fund
will be invested primarily in the common stocks and other equity securities of
companies included in Standard and Poor's 500 Index and/or one or more funds
designed to match the performance of and changes in Standard and Poor's 500
Index. All earnings on and proceeds from the sale or disposition of assets held
in the Diversified Equity Fund shall be invested in the Diversified Equity Fund.
A portion of the funds in the Diversified Equity Fund may be held in cash or
other short-term investments as provided in Section 6.4.

         (b) OBJECTIVE: The primary objective of the Diversified Equity Fund
will be to provide the opportunity to participate in the increase, if any, in
the value of the common stocks and other equity securities of relatively large
corporations and minimize investment risk by investing funds in a diverse number
of common stocks and other equity securities of relatively large companies.

         2.       OMNOVA STOCK FUND.

         (a) INVESTMENT: Contributions to the OMNOVA Fund will be invested in
Shares of OMNOVA Solutions Inc. which may be purchased in the open market or
from OMNOVA Solutions Inc. at their fair market value on the date of purchase. A
portion of the OMNOVA Stock Fund may be held in cash or other short-term
investments as provided in Section 6.4.

         (b) OBJECTIVE: The primary objective of the OMNOVA Stock Fund will be
to encourage Members to become shareholders of OMNOVA Solutions Inc. and align
their interests as shareholders and employees of OMNOVA Solutions Inc.

         3.       INTEREST INCOME FUND

         (a) INVESTMENT: Contributions to the Interest Income Fund will be
invested primarily in one or more investment contracts with one or more banks,
insurance companies or other financial institutions, which contain provision for
payment of a guaranteed minimum rate of interest on the principal amount of such
investment during a specified period of time and protection of such principal
amount from risk of loss, except in certain limited circumstances and,
secondarily, in securities and obligations of the US Government corporations
which yield a fixed rate of interest on the principal amount thereof during a
specified period of time. A portion


                                      B-1
<PAGE>   76

of the funds in the Interest Income Fund may be held in cash or other short-term
investments as provided in Section 6.4.

         (b) OBJECTIVE: The primary objective of the Interest Income Fund will
be to produce relatively high income yields at fixed rates of interest and
minimize the risk of loss of the principal amounts of investments and earnings
thereon.

           4.     BALANCED FUND

           (a) INVESTMENT. Contributions to the Balanced Fund will be invested
  in both (i) common stocks and other equity securities of companies included in
  Standard and Poor"s 500 Index (ii) and investment-grade fixed income
  securities of over a year in maturity of the U.S. Government and its agencies,
  publicly issued debt of U.S. companies, U.S. dollar-denominated debt of
  foreign governments issued in the U.S., and mortgage pass-through securities
  issued by the Federal National Mortgage Corporation (Fannie Mae), Federal Home
  Loan Mortgage Corporation (Freddie Mac), and the Government National Mortgage
  Association (Ginny Mae). All earnings on and proceeds from the sale or
  disposition of assets held in the Balanced Fund shall be invested in the
  Balanced Fund. A portion of the funds in the Balanced Fund may be held in cash
  or other short-term investments as provided in Section 6.4.

           (b) OBJECTIVE: The primary objective of the Balanced Fund is to
  participate in the increase, if any, in the value of common stocks and other
  equity securities of a diversified portfolio of relatively large corporations
  and to produce income and possibly capital gains from fixed income securities

           5.     INTERNATIONAL EQUITY FUND

           (a) INVESTMENT: Contributions to the International Equity Fund will
  be invested in the companies included in the Morgan Stanley Capital
  International Europe, Australia, and Far East Index (EAFE Index). All earnings
  on and proceeds from the sale or disposition of assets held in the
  International Equity Fund shall be invested in the International Equity Fund.
  A portion of the funds in the International Equity Fund may be held in cash or
  other short-term investments as provided in Section 6.4.

           (b) OBJECTIVE: The primary objective of the International Equity
  Fund is to provide an opportunity to participate in the increase, if any, in
  the value of common stocks of a diversified portfolio of non-U.S.
  corporations.

           6.     DIVERSIFIED BOND FUND

           (a) INVESTMENT. Contributions to the Diversified Bond Fund will be
  invested in investment-grade fixed income securities of over a year in
  maturity of the U.S. Government and its agencies, publicly issued debt of U.S.
  companies, U.S. dollar-denominated debt of foreign


                                      B-2
<PAGE>   77

  governments issued in the U.S., and mortgage pass-through securities issued by
  the Federal National Mortgage Corporation (Fannie Mae), Federal Home Loan
  Mortgage Corporation (Freddie Mac), and the Government National Mortgage
  Association (Ginny Mae), in a manner designed to match the performance of and
  changes in the Lehman Brothers Aggregate Bond Index. All earnings on and
  proceeds from the sale or disposition of assets held in the Diversified Bond
  Fund shall be invested in the Diversified Bond Fund. A portion of the funds in
  the Diversified Bond Fund may be held in cash or other short-term investments
  as provided in Section 6.4.

           (b) OBJECTIVE. The primary objective of the Diversified Bond Fund is
  to produce income and possibly capital gains from investing in a broadly
  diversified portfolio of fixed income securities.

           7.     SHORT-TERM INVESTMENT FUND

           (a) INVESTMENT. Contributions to the Short-Term Investment Fund will
  be invested in short-term securities with relatively little market (interest
  rate) risk. The maturities of securities in the Fund will normally be limited
  to one year with an average maturity of 30 to 60 days. Like most money market
  funds, the Fund will invest in a diversified portfolio of securities, or in a
  commingled fund investing in such securities, including, but not limited to,
  U.S. Treasury Bills and Notes, Corporate Notes and Commercial Paper,
  Certificates of Deposit, and Floating-Rate Notes. All earnings on and proceeds
  from the sale or disposition of assets held in the Short-Term Investment Fund
  shall be invested in the Short-Term Investment Fund. A portion of the funds in
  the Short-Term Investment Fund may be held in cash as provided in Section 6.4.

           (b) OBJECTIVE. The primary objective of the Short-Term Investment
  Fund is to maximize investment returns while focusing on the preservation of
  principal. The Fund is not intended to track any single fixed income index.

         8.       GENCORP STOCK FUND

         (a) INVESTMENT: Assets in the GenCorp Stock Fund are invested in shares
of common stock of GenCorp Inc. A portion of the GenCorp Stock Fund may be held
in cash or other short-term investments as provided in Section 6.4.

         (b) OBJECTIVE:  The GenCorp Stock Fund is closed to new contributions.



                                      B-3


<PAGE>   78


                                   APPENDIX A

                                OMNOVA SOLUTIONS
                             RETIREMENT SAVINGS PLAN

                         NONDISCRIMINATION REQUIREMENTS
                         ------------------------------

           A.1    EXCESS DEFERRALS.

                    (a) LIMIT ON 401(k) CONTRIBUTIONS. Notwithstanding the
provisions of Article 4, a Member's 401(k) Contributions (as defined in this
Section A.l(a)) for any taxable year of such Member shall not exceed $7,000 (as
such amount may be adjusted for increases in the cost of living pursuant to
regulations prescribed by the Secretary of the Treasury). Except as otherwise
provided in this Section, the term "401(k) Contributions" for purposes of this
Appendix means and includes (i) any employer contribution made under any
qualified cash or deferred arrangement as defined in Code section 401(k) to the
extent not includible in gross income for the taxable year under Code section
402(e)(3) (determined without regard to Code section 402(g)), (ii) any employer
contribution to the extent not includible in gross income for the taxable year
under Code section 402(h)(1)(B) (determined without regard to Code section
402(g)), and (iii) any employer contribution to purchase an annuity contract
under Code section 403(b) under a salary reduction agreement within the meaning
of Code section 3121(a)(5)(D); and "401(a) Contributions" means and includes a
Member's After-Tax Contributions (as defined in Article l).

                    (b) DISTRIBUTION OF EXCESS DEFERRALS. If a Member's 401(k)
Contributions exceed the amount described in Section A.1(a) (hereinafter called
"excess deferrals"), such excess deferrals (and any income allocable thereto)
will be distributed to the Member by April 1 following the close of the taxable
year in which such excess deferrals occurred if (and only if) by March 1
following the close of such taxable year, the Member (i) allocates the amount of
such excess deferrals among the plans under which the excess deferrals were made
and (ii) notifies the Administrative Committee of the portion allocated to this
Plan. The amount of excess deferrals that may be distributed with respect to a
Member for a taxable year shall be reduced by any excess contributions (as
defined in Section A.2(d)) previously distributed or recharacterized with
respect to such Member for the Plan Year beginning with or within such taxable
year.

                    (c) RETURN OF MATCHING CONTRIBUTIONS. If a Member's 401(k)
Contributions under this Plan exceed the amount described in Section A.1(a), or
if a Member's 401(k) Contributions made under this Plan do not exceed such
amount but he allocates a portion of his excess deferrals to his 401(k)
Contributions made to this Plan, Matching Contributions, if any, made with
respect to such 401(k) Contributions (and any income applicable thereto) shall
be forfeited and used to reduce subsequent cash payments of Matching
Contributions in accordance with Section 5.2.


                                      AA-1
<PAGE>   79

  A.2 EXCESS 401(k) CONTRIBUTIONS.

                  (a) ACTUAL DEFERRAL PERCENTAGE TEST. Notwithstanding the
provisions of Article 4 or Article 5, for any Plan Year,

           (i) the actual deferral percentage (as defined in Section A.2(b) for
  the group of eligible Highly Compensated Employees for such Plan Year shall
  not exceed the actual deferral percentage for all other Eligible Employees for
  such Plan Year multiplied by 1.25, or

           (ii) the excess of the actual deferral percentage for the group of
  eligible Highly Compensated Employees (as defined in Section A.2(c)) for such
  Plan Year over the actual deferral percentage for all other Eligible Employees
  for such Plan Year shall not exceed 2 percentage points, and the actual
  deferral percentage for the group of eligible Highly Compensated Employees for
  such Plan Year shall not exceed the actual deferral percentage for all other
  Eligible Employees for such Plan Year multiplied by 2.

If two or more plans which include cash or deferred arrangements are considered
as one plan for purposes of Code section 401(a)(4) or 410(b), such arrangements
included in such plans shall be treated as one arrangement for the purposes of
this Section. If any eligible Highly Compensated Employee is a participant under
two or more cash or deferred arrangements of the Controlled Group, all such
arrangements shall be treated as one cash or deferred arrangement for purposes
of determining the deferral percentage with respect to such eligible Highly
Compensated Employee.

                  (b) DEFINITION OF ACTUAL DEFERRAL PERCENTAGE. For the purposes
of this Appendix, the actual deferral percentage for a specified group of
Eligible Employees for a Plan Year shall be the average of the ratios
(calculated separately for each Eligible Employee in such group) of (i) the
amount of 401(k) Contributions actually allocated to the Accounts of each such
Eligible Employee for such Plan Year (including any "excess deferrals" described
in Section A.1) to (ii) the Eligible Employee's compensation for such Plan Year.
For the purposes of this Section A.2(b), the term "compensation" shall mean an
Eligible Employee's compensation from an Employer that is required to be
reported as wages on the Eligible Employees' Form W-2 for income tax purposes.
For purposes of determining the actual deferral percentage test, 401(k)
Contributions must be made before the last day of the twelve-month period
immediately following the Plan Year to which such contributions relate and must
be allocated to the Member's Account as of a date within the Plan Year to which
such contributions relate.

                  (c) DEFINITION OF ELIGIBLE HIGHLY COMPENSATED EMPLOYEE. For
the purposes of this Appendix, the term "eligible" Highly Compensated Employee
means a Highly Compensated Employee eligible to become a Member under Article 2.

                    (d) TREATMENT OF EXCESS CONTRIBUTIONS. If excess
contributions (as such term is hereinafter defined) are made to the Trust for
any Plan Year, then such contributions, to the extent permitted in Treasury
Regulations, shall be recharacterized for purposes of Section A.2.


                                      AA-2
<PAGE>   80

Before-Tax Contributions shall be recharacterized as After-Tax Contributions.
For the purposes of this Section A.2(d), the term "excess contributions" shall
mean, for any Plan Year, the excess of (A) the aggregate amount of 401(k)
Contributions allocated to the Accounts of eligible Highly Compensated Employees
for such Plan Year over (B) the maximum amount of such 401(k) Contributions
permitted for such Plan Year under Section A.2(a), determined by reducing 401(k)
Contributions allocated to the Accounts of eligible Highly Compensated Employees
in order of the actual deferral percentages (as defined in Section A.2(b))
beginning with the highest of such percentages. Such reductions shall be made
pursuant to non-discriminatory rules adopted by the Administrative Committee
consistent with applicable law. Excess contributions that cannot be
recharacterized as 401(a) Contributions, and any income allocable thereto, shall
be designated as such and distributed to the Highly Compensated Employee as soon
as practicable but in any event prior to the end of the following Plan Year on
the basis of the respective portions of the excess contributions attributable to
each such Member. The amount of excess contributions to be recharacterized or
distributed under this Section A.2(d) with respect to an eligible Highly
Compensated Employee for a Plan Year shall be reduced by any excess deferrals
previously distributed to such Employee for his taxable year ending with or
within such Plan Year.

                    (e) FORFEITURE OF MATCHING CONTRIBUTIONS. Matching
Contributions made with respect to a Member's excess contributions that are not
recharacterized as After-Tax Contributions (and any income allocable thereto)
shall be forfeited (if forfeitable) and applied to reduce subsequent cash
payments of Matching Contributions in accordance with Section 5.2.

           A.3 EXCESS MATCHING AND 401(a) CONTRIBUTIONS.

                    (a) CONTRIBUTION PERCENTAGE TEST. Notwithstanding the
provisions of Article 4 or Article 5, for any Plan Year the contribution
percentage (as defined in Section A.3(b)) for the group of eligible Highly
Compensated Employees for such Plan Year shall not exceed the greater of (i) 125
percent of the contribution percentage for all other eligible Employees or (ii)
the lesser of 200 percent of the contribution percentage for all other Eligible
Employees or the contribution percentage for all other Eligible Employees plus 2
percentage points. If two or more plans of the Controlled Group to which
Matching Contributions, 401(a) contributions or 401(k) Contributions (as defined
in Section A.1(a)) are made are treated as one plan for purposes of Code section
410(b), such plans shall be treated as one plan for purposes of this Appendix
A.3(a); and if an eligible Highly Compensated Employee participates in two or
more plans of the Controlled Group to which such contributions are made, all
such contributions shall be aggregated for purposes of this Appendix A.3(a).

                  If one or more Highly Compensated Employees participate in
both a cash or deferred arrangement and a plan subject to the contribution
percentage test maintained by an Employer, the sum of the actual deferral
percentage and contribution percentage of those Highly Compensated Employees who
also participate in a cash or deferred arrangement will be reduced (beginning
with such Highly Compensated Employee whose contribution percentage is the
highest) so that the "aggregate limit" is not exceeded. The amount by which each
Highly Compensated Employee's contribution percentage amount is reduced will be
treated as an excess


                                      AA-3
<PAGE>   81

aggregate contribution. The actual deferral percentage and contribution
percentage of the Highly Compensated Employees are determined after any
corrections required to meet the actual deferral percentage and contribution
percentage tests. Multiple use does not occur if both the actual deferral
percentage and the contribution percentage of the Highly Compensated Employees
do not exceed 1.25 times the actual deferral percentage and contribution
percentage of the non-Highly Compensated Employees. For purposes of this Section
A.3, "aggregate limit" means the greater of the sum of (i) 1.25 times the
greater of the actual deferral percentage of non-Highly Compensated Employees
for the Plan Year or the contribution percentage of non-Highly Compensated
Employees for the Plan Year beginning with or within the Plan Year of the cash
or deferred arrangement; and (ii) the lesser of two times or two plus the lesser
of such actual deferral percentage or contribution percentage.

                    (b) DEFINITION OF CONTRIBUTION PERCENTAGE. For the purposes
of this Section, the contribution percentage for a specified group of Eligible
Employees for a Plan Year shall be the average of the ratios (calculated
separately for each Eligible Employee in such group) of (i) the sum of the
Matching Contributions and After-Tax Contributions paid under the Plan by or on
behalf of each such Eligible Employee for such Plan Year to (ii) the Eligible
Employee's compensation (as defined in Section A.2(b)) for such Plan Year.

                    (c) TREATMENT OF EXCESS AGGREGATE CONTRIBUTIONS. If excess
aggregate contributions (as such term is hereinafter defined) are made to the
Trust for any Plan Year, then, as soon as practicable but in any event prior to
the end of the following Plan Year, such excess aggregate contributions (and any
income allocable thereto) shall be forfeited (if forfeitable) and applied to
reduce the cash payment of future contributions allocable as Matching
Contributions or (if not forfeitable) shall be designated as such and
distributed to the eligible Highly Compensated Employees on the basis of the
respective portions of the excess contributions attributable to each such
Employee. For the purposes of this Section A.3(c), the term "excess aggregate
contributions" shall mean, for any Plan Year, the excess of (i) the aggregate
amount of the contributions allocated as Matching Contributions and Member's
401(a) Contributions actually paid to the Trust Fund by or on behalf of eligible
Highly Compensated Employees for such Plan Year over (ii) the maximum amount of
such contributions allocated as Matching Contributions and Member's 401(a)
Contributions permitted for such Plan Year under Section A.3(a), determined by
reducing contributions allocable as Matching Contributions and Member's 401(a)
Contributions made by or on behalf of eligible Highly Compensated Employees in
order of their contribution percentages (as defined in Section A.3(b)) beginning
with the highest of such percentages. Such reductions shall be made pursuant to
non-discriminatory rules adopted by the Administrative Committee that are
consistent with applicable law.

                    (d) ORDER OF DETERMINATIONS. The determination of excess
aggregate contributions under this Section shall be made after (i) first
determining the excess deferrals under Section A.1 and (ii) then determining the
excess contributions under Section A.2.

           A.4    MONITORING PROCEDURES.


                                      AA-4

<PAGE>   82

                    (a) MONITORING ACTUAL DEFERRAL PERCENTAGES AND CONTRIBUTION
PERCENTAGES. In order to ensure that the requirements specified in Section
A.2(a) and Section A.3(a) are satisfied for each Plan Year, the Company will
monitor (or cause to be monitored) the amount of Employee Contributions and
Employer contributions allocable as Matching Contributions being made to the
Plan by or for each Eligible Employee during each Plan Year. If the Company
determines that either of such requirements will not be satisfied for a Plan
Year, the Employee Contributions or the Employer contributions allocated as
Matching Contributions or both made thereafter by or for each eligible Highly
Compensated Employee will be reduced to the extent necessary to decrease the
actual deferral percentage and/or the contribution percentage for eligible
Highly Compensated Employees for such Plan Year to a level which satisfies
either of the actual deferral percentage test and/or the contribution percentage
test. Such reductions will be made in 1% increments pursuant to
non-discriminatory rules adopted by the Administrative Committee.

                    (b) PREVENTING EXCESS DEFERRALS. In order to ensure that
excess deferrals (as such term is defined in Section A.1(b)) will not be made to
the Plan for any taxable year for any Member, the Company will monitor (or cause
to be monitored) the amount of 401(k) Contributions being made to the Plan for
each Member during each taxable year and will take such action (pursuant to
non-discriminatory rules adopted by the Administrative Committee) to prevent
Member's 401(k) Contributions made for any Member under the Plan for any taxable
year from exceeding the maximum amount applicable under Section A.1(a). To the
extent allowable under Section A.3, the percent of Compensation so reduced shall
be redesignated as an After-Tax Contribution, and such redesignation shall not
be subject to the six month waiting period imposed under Section 4.2.



                                      AA-5
<PAGE>   83

                                   APPENDIX B

                                OMNOVA SOLUTIONS
                             RETIREMENT SAVINGS PLAN

                           LIMITATIONS ON ALLOCATIONS
                           --------------------------

           B.1 PRIORITY OVER OTHER ALLOCATION PROVISIONS. The provisions set
forth in this Appendix will supersede any conflicting provisions of Articles 4
or 5.

           B.2 DEFINITIONS USED IN THIS APPENDIX. The following words and
phrases, when used with initial capital letters, will have the meanings set
forth below.

                    (a) "ANNUAL ADDITION" means the sum of the following amounts
with respect to all Qualified Plans and Welfare Benefit Funds maintained by the
Controlled Group Members:

                    (i) the amount of Controlled Group Member contributions with
respect to the Limitation Year allocated to the Member's Account, including any
such contributions that are distributed to him or forfeited pursuant to Section
A.3(c) or forfeited pursuant to Section A.2(e);

                    (ii) the amount of any forfeitures for the Limitation Year
allocated to the Member's Account;

                    (iii) the amount, if any, carried forward pursuant to
Section B.4 or a similar provision in another Qualified Plan and allocated to
the Member's Account;

                    (iv) the amount of a Member's voluntary nondeductible
contributions for the Limitation Year;

                    (v) the amount allocated to an individual medical benefit
account (as defined in Code section 415(1)(2)) which is part of a pension plan
or an annuity plan; and

                    (vi) the amount derived from contributions paid or accrued
that are attributable to post-retirement medical benefits allocated to the
separate account of a key employee (as defined in Code section 4l9A(d)(3)) under
a Welfare Benefit Fund.

           A Member's Annual Addition will not include any nonvested amounts
restored to his Account following his reemployment pursuant to Section 9.3.

                    (b) "DEFINED BENEFIT DOLLAR LIMITATION" means for any
Limitation Year, $90,000 or such amount as determined by the Commissioner of
Internal Revenue under Code section 415(d)(1) as of the January 1 falling within
such Limitation Year.



                                      AB-1
<PAGE>   84

                    (c) "DEFINED BENEFIT FRACTION" means a fraction, the
numerator of which is the Projected Annual Benefit of a Member under all Defined
Benefit Plans maintained by a Controlled Group Member determined as of the close
of the Limitation Year and the denominator of which is the lesser of (i) 140% of
the Member's average Includible Compensation that may be taken into account for
the Limitation Year under Code section 415(b)(1)(B), or (ii) 125% of the Defined
Benefit Dollar Limitation, determined as of the close of the Limitation Year. If
the Member was a participant in a Defined Benefit Plan maintained by a
Controlled Group Member in existence on July 1, 1982, or on May 6, 1986, the
denominator of the Defined Benefit Fraction will not be less than 125% of the
greater of the Member's accrued Projected Annual Benefit under such plan as of
the end of the last Limitation Year beginning before January 1, 1983, or his
accrued Projected Annual Benefit, as of the end of the last Limitation Year
beginning January 1, 1987. The preceding sentence applies only if the Defined
Benefit Plan satisfied the requirements of Code section 415 as in effect at the
end of such Limitation Year.

                    (d) "DEFINED BENEFIT PLAN" means a Qualified Plan other than
a Defined Contribution Plan.

                    (e) "DEFINED CONTRIBUTION DOLLAR LIMITATION" means for any
Limitation Year, $30,000 or, if greater, 25% of the Defined Benefit Dollar
Limitation for the same Limitation Year. If a short Limitation Year is created
because of a Plan amendment changing the Limitation Year to a different
12-consecutive month period, the Defined Contribution Dollar Limitation for the
short Limitation Year shall not exceed the amount determined in the preceding
sentences multiplied by a fraction, the numerator of which is the number of
months in the short Limitation Year and the denominator of which is 12.

                    (f) "DEFINED CONTRIBUTION FRACTION" means a fraction, the
numerator of which is the sum of the Annual Additions allocated to the Member's
Account for the applicable Limitation Year and each prior Limitation Year, and
the denominator of which is the sum of the lesser of the following products for
each Limitation Year in which the Member was an Employee (regardless of whether
a Defined Contribution Plan was in existence for such Limitation Year) (i) the
Defined Contribution Dollar Limitation (determined for this purpose without
regard to the provisions of Code section 415(c)(6)) effective for the Limitation
Year multiplied by 125%, or (ii) 35% of the Member's Includible Compensation for
such Limitation Year.

                    (g) "DEFINED CONTRIBUTION PLAN" means a Qualified Plan
described in Code section 414(i).

                    (h) "INCLUDIBLE COMPENSATION" means an Employee's total
wages from the Controlled Group as determined for purposes of Internal Revenue
Service Form W-2, excluding, however: (i) moving expense reimbursements that are
deductible by the Employee under Code section 217, (ii) contributions of
Controlled Group Members to a simplified employee pension plan to the extent
such contributions are deductible by the Employee and contributions of


                                      AB-2
<PAGE>   85

Controlled Group Members to any other plan of deferred compensation that are not
includible in the Employee's gross income, (iii) distributions to the Employee
from any plan of deferred compensation other than an unfunded, nonqualified plan
of deferred compensation, (iv) amounts realized from the exercise of a
nonqualified stock option, (v) amounts realized under Code section 83 with
respect to restricted property that becomes freely transferable or is no longer
subject to a substantial risk of forfeiture, (vi) amounts realized from the
disposition of stock acquired under a qualified stock option within the meaning
of Code section 422, and (vii) any other amounts that receive special tax
benefits within the meaning of section 1.415-2(d)(2) of the Treasury
Regulations.

                    (i) "LIMITATION YEAR" means the 12-consecutive-month period
used by a Qualified Plan for purposes of computing the limitations on benefits
and annual additions under Code section 415. The Limitation Year for this Plan
is the calendar year.

                    (j) "MAXIMUM ANNUAL ADDITION" means with respect to a Member
for any Limitation Year an amount equal to the lesser of (i) the Defined
Contribution Dollar Limitation or (ii) 25% of the Member's Includible
Compensation.

                    (k) "PROJECTED ANNUAL BENEFIT" means the annual benefit (as
defined in Code section 415(b)(2)) to which a Member would be entitled under the
terms of a Defined Benefit Plan maintained by a Controlled Group Member,
assuming that the Member will continue employment until his normal retirement
age under the Defined Benefit Plan (or current age, if later) and that the
Member's Includible Compensation for the current Limitation Year and all other
relevant factors used to determine benefits under the Defined Benefit Plan will
remain constant for all future Limitation Years.

                    (l) "WELFARE BENEFIT FUND" means an organization described
in paragraph (7), (9), (17) or (20) of Code section 501(c), a trust, corporation
or other organization not exempt from federal income tax, or to the extent
provided in Treasury Regulations, any account held for an employer by any
person, which is part of a plan of an employer through which the employer
provides benefits to employees or their beneficiaries, other than a benefit to
which Code sections 83(h), 404 (determined without regard to section 404(b)(2))
or 404A applies, or to which an election under Code section 463 applies.

           B.3 GENERAL LIMITATION. The Annual Addition of a Member for any
Limitation Year shall not exceed the Maximum Annual Addition. If, except for the
application of this section, the Annual Addition of a Member for any Limitation
Year would exceed the Maximum Annual Addition, the excess Annual Addition
attributable to this Plan will not be allocated to the Member's Account for the
Plan Year included in such Limitation Year, but will be subject to the
provisions of Section B.4. The limitations contained in this Appendix will apply
on an aggregate basis to all Defined Contribution Plans and all Defined Benefit
Plans (whether or not any of such plans have terminated) established by the
Controlled Group Members.


                                      AB-3
<PAGE>   86

           B.4    EXCESS ALLOCATIONS.

                    (a) MEMBERS COVERED BY ONE DEFINED CONTRIBUTION PLAN. If the
Member is not covered under another Defined Contribution Plan or a Welfare
Benefit Fund maintained by a Controlled Group Member during the Limitation Year
and the amount otherwise allocable to his Account would exceed the Maximum
Annual Addition, his Supplemental After-Tax Contributions shall be returned to
him to the extent necessary to insure that this limit is not exceeded. If the
allocated amounts nonetheless continue to exceed the Maximum Annual Addition,
the Matching Contributions and forfeitures which would cause the Member's Annual
Addition to exceed the Maximum Annual Addition will be successively allocated in
the manner described in Section 5.4 among the Accounts of eligible Members whose
Annual Additions do not exceed the Maximum Annual Addition. If, after such
allocations have been made, there remain Matching Contributions or forfeitures
which cannot be allocated without causing the Annual Addition of a Member to
exceed the Maximum Annual Addition, the forfeitures which cause the Annual
Addition to exceed the Maximum Annual Addition and the Matching Contributions
which result from a reasonable error in estimating the Member's Includible
Compensation or from any other limited facts and circumstances which the
Commissioner of Internal Revenue finds justifiable under section 1.415-6(b)(6)
of the Treasury Regulations and which cause the Member's Annual Addition to
exceed the Maximum Annual Addition will be held in a suspense account in the
Trust Fund to be carried forward and allocated in subsequent Limitation Years as
provided in Section 5.4. Such suspense account will not participate in the
allocation of the net income or net loss of the Trust Fund.

                    (b) MEMBERS COVERED BY TWO OR MORE DEFINED CONTRIBUTION
PLANS. If, in addition to this Plan, the Member is covered under another Defined
Contribution Plan or a Welfare Benefit Fund maintained by a Controlled Group
Member during the Limitation Year, the following provisions will apply. The
Annual Addition which may be credited to a Member's Account under this Plan for
any such Limitation Year will not exceed the Maximum Annual Addition reduced by
the Annual Addition credited to a Member's accounts under the other Defined
Contribution Plans and Welfare Benefit Funds for the same Limitation Year. If
the Annual Addition with respect to the Member under the other Defined
Contribution Plans and Welfare Benefit Funds maintained by a Controlled Group
Member is less than the Maximum Annual Addition and the Matching Contribution
that would otherwise be contributed or allocated to the Member's Account under
this Plan would cause the Annual Addition for the Limitation Year to exceed the
Maximum Annual Addition, the amount to be contributed or allocated to the
Member's Account under this Plan will be reduced so that the Annual Addition
under all such Defined Contribution Plans and Welfare Benefit Funds for the
Limitation Year will equal the Maximum Annual Addition. If the aggregate Annual
Addition with respect to the Member under such other Defined Contribution Plans
and Welfare Benefit Funds is equal to or greater than the Maximum Annual
Addition, no amount will be contributed or allocated to the Member's Account
under this Plan for the Limitation Year. An excess Annual Addition will be
reduced in the manner described in Section B.4(c).



                                      AB-4
<PAGE>   87

                    (c) REDUCTION OF EXCESS ALLOCATIONS. As soon as is
administratively feasible after the end of the Limitation Year, the Maximum
Annual Addition for the Limitation Year will be determined on the basis of the
Member's Includible Compensation for the Limitation Year. If a Member's Annual
Addition under this Plan and the other Defined Contribution Plans and Welfare
Benefit Funds maintained by Controlled Group Members would result in the Annual
Addition exceeding the Maximum Annual Addition for the Limitation Year, the
excess amount will be deemed to consist of the Annual Addition last allocated.
In making this determination, the Annual Addition attributable to a Welfare
Benefit Fund will be deemed to have been allocated first regardless of the
actual date of allocation. If an excess amount was allocated to a Member on an
allocation date of this Plan that coincides with an allocation date of another
plan, the excess amount attributed to this Plan will be the product of (i) the
total excess amount allocated as of such date and (ii) the ratio of the Annual
Addition allocated to the Member for the Limitation Year as of such date under
this Plan to the total Annual Addition allocated to the Member for the
Limitation Year as of such date under this and all the other Defined
Contribution Plans. Any excess amount attributed to this Plan will be disposed
of in the manner described in Appendix B.4(a).

           B.5 AGGREGATE BENEFIT LIMITATION. If a Controlled Group Member
maintains, or at any time maintained, one or more Defined Benefit Plans covering
any Member in this Plan, the sum of the Defined Benefit Fraction and the Defined
Contribution Fraction for any Limitation Year will equal no more than one (1.0).
The provisions of the Defined Benefit Plans will govern the order of reduction
of Annual Additions or benefit accruals necessary, to meet this limitation. If
the provisions of the Defined Benefit Plans are silent, the current Annual
Addition under this Plan will be reduced first, and then the rate of accrual
under the Defined Benefit Plans will be reduced, if necessary to meet this
limitation. If the Defined Contribution Plans taken into account in determining
the Member's Annual Addition under this Appendix satisfied the requirements of
Code section 415 as in effect for all Limitation Years beginning before January
1, 1987, an amount will be subtracted from the numerator of the Defined
Contribution Fraction (not exceeding such numerator) as prescribed by the
Secretary of the Treasury so that the sum of the Defined Contribution Fraction
and the Defined Benefit Fraction does not exceed 1.0. For purposes of this
Section, a Member's voluntary nondeductible contributions to a Defined Benefit
Plan will be treated as being part of a separate Defined Contribution Plan.

           B.6 AGGREGATION OF PLANS. For purposes of this Appendix, all Defined
Benefit Plans ever maintained by a Controlled Group Member will be treated as
one Defined Benefit Plan, and all Defined Contribution Plans ever maintained by
a Controlled Group Member will be treated as one Defined Contribution Plan.


                                      AB-5

<PAGE>   88

                                   APPENDIX C

                                /OMNOVA SOLUTIONS
                             RETIREMENT SAVINGS PLAN

                              TOP-HEAVY PROVISIONS
                              --------------------

           C.1 PRIORITY OVER OTHER PLAN PROVISIONS. If the Plan is or becomes a
Top-Heavy Plan in any Plan Year, the provisions of this Appendix will supersede
any conflicting provisions of the Plan. However, the provisions of this Appendix
C will not operate to increase the rights or benefits of Members under the Plan
except to the extent required by Code section 416 and other provisions of law
applicable to Top-Heavy Plans.

           C.2 DEFINITIONS USED IN THIS APPENDIX. The following words and
phrases, when used with initial capital letters, will have the meanings set
forth below.

                    (a) "DEFINED BENEFIT DOLLAR LIMITATION" means the limitation
described in Appendix B.2(b).

                    (b) "DEFINED BENEFIT PLAN" means the Qualified Plan
described in Appendix B.2(d).

                    (c) "DEFINED CONTRIBUTION DOLLAR LIMITATION" means the
limitation described in Appendix B.2(e).

                    (d) "DEFINED CONTRIBUTION PLAN" means the Qualified Plan
described in Appendix B.2(g).

                    (e) "DETERMINATION DATE" means for the first Plan Year of
the Plan the last day of the Plan Year and for any subsequent Plan Year the last
day of the preceding Plan Year.

                    (f) "DETERMINATION PERIOD" means the Plan Year containing
the Determination Date and the four preceding Plan Years.

                    (g) "INCLUDIBLE COMPENSATION" means the compensation
described in Appendix B.2(h).

                    (h) "KEY EMPLOYEE" means any Employee or former Employee
(and the Beneficiary of a deceased Employee) who at any time during the
Determination Period was (i) an officer of a Controlled Group Member, if such
individual's Includible Compensation exceeds 50% of the dollar limitation under
Code section 415(b)(1)(A), (ii) an owner (or considered an owner under Code
section 318) of one of the ten largest interests in a Controlled Group


                                      AC-1
<PAGE>   89

Member, if such individual's Includible Compensation exceeds the Defined
Contribution Dollar Limitation, (iii) a 5% owner of a Controlled Group Member,
or (iv) a 1% owner of a Controlled Group Member who has annual Includible
Compensation of more than $150,000. The determination of who is a Key Employee
will be made in accordance with Code section 416(i). For purposes of this
Appendix C, 'non-Key Employee' means any Employee or former Employee (and the
Beneficiary of a deceased Employee) who is not a Key Employee.

                    (i) "MINIMUM ALLOCATION" means the allocation described in
the first sentence of Appendix C.4(a).

                    (j) "PERMISSIVE AGGREGATION GROUP" means the Required
Aggregation Group of Qualified Plans plus any other Qualified Plan or Qualified
Plans of a Controlled Group Member which, when considered as a group with the
Required Aggregation Group, would continue to satisfy the requirements of Code
sections 401(a)(4) and 410 (including simplified employee pension plans).

                    (k) "PRESENT VALUE" means present value based only on the
interest and mortality rates specified in a Defined Benefit Plan.

                    (1) "REQUIRED AGGREGATION GROUP" means the group of plans
consisting of (i) each Qualified Plan (including simplified employee pension
plans) of a Controlled Group Member in which at least one Key Employee
participates or participated at any time during the Plan Year or any of the four
preceding Plan Years (regardless of whether the Plan has terminated), and (ii)
any other Qualified Plan (including simplified employee pension plans) of a
Controlled Group Member which enables a Qualified Plan to meet the requirements
of Code sections 401(a)(4) or 410.

                    (m) "TOP-HEAVY PLAN" means the Plan for any Plan Year in
which any of the following conditions exists: (i) if the Top-Heavy Ratio for the
Plan exceeds 60% and the Plan is not a part of any Required Aggregation Group or
Permissive Aggregation Group of Qualified Plans; (ii) if the Plan is a part of a
Required Aggregation Group but not part of a Permissive Aggregation Group of
Qualified Plans and the Top-Heavy Ratio for the Required Aggregation Group
exceeds 60%; or (iii) if the Plan is a part of a Required Aggregation Group and
part of a Permissive Aggregation Group of Qualified Plans and the Top-Heavy
Ratio for the Permissive Aggregation Group exceeds 60%.

                    (n) "TOP-HEAVY RATIO" means a fraction, the numerator of
which is the sum of the Present Value of accrued benefits and the account
balances (as required by Code section 416) of all Key Employees with respect to
such Qualified Plans as of the Determination Date (including any part of any
accrued benefit or account balance distributed during the five-year period
ending on the Determination Date), and the denominator of which is the sum of
the Present Value of the accrued benefits and the account balances (including
any part of any accrued benefit or account balance distributed in the five-year
period ending on the Determination Date) of all Employees with respect to such
Qualified Plans as of the


                                      AC-2
<PAGE>   90


Determination Date. The value of account balances and the Present Value of
accrued benefits will be determined as of the most recent Top-Heavy Valuation
Date that falls within or ends with the 12-month period ending on the
Determination Date, except as provided in Code section 416 for the first and
second Plan Years of a Defined Benefit Plan. The account balances and accrued
benefits of a participant who is not a Key Employee but who was a Key Employee
in a prior year will be disregarded. The calculation of the Top-Heavy Ratio, and
the extent to which distributions, rollovers, transfers and contributions unpaid
as of the Determination Date are taken into account will be made in accordance
with Code section 416. Employee contributions described in Code section
219(e)(2) will not be taken into account for purposes of computing the Top-Heavy
Ratio. When aggregating plans, the value of account balances and accrued
benefits will be calculated with reference to the Determination Dates that fall
within the same calendar year. The accrued benefit of any Employee other than a
Key Employee will be determined under the method, if any, that uniformly applies
for accrual purposes under all Qualified Plans maintained by all Controlled
Group Members and included in a Required Aggregation Group or a Permissive
Aggregation Group or, if there is no such method, as if the benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of Code section 411(b)(1)(C). Notwithstanding the foregoing, the
account balances and accrued benefits of any Employee who has not performed
services for an employer maintaining any of the aggregated plans during the
five-year period ending on the Determination Date will not be taken into account
for purposes of this Subsection.

                    (o) TOP-HEAVY VALUATION DATE means the last day of each Plan
Year.

           C.3 COMPENSATION TAKEN INTO ACCOUNT. For any Plan Year in which the
Plan is a Top-Heavy Plan, the amount of each Member's Includible Compensation
taken into account for purposes of determining allocations under the Plan will
not exceed the first $200,000 (or such larger amount as may be prescribed by the
Secretary of the Treasury or his delegate) of such Member's Includible
Compensation for such Plan Year.

           C.4 MINIMUM ALLOCATION.

                    (a) CALCULATION OF MINIMUM ALLOCATION. For any Plan Year in
which the Plan is a Top-Heavy Plan, each Member who is not a Key Employee will
receive an allocation of Matching Contributions and forfeitures of not less than
the lesser of 3% of his Includible Compensation for such Plan Year or, in the
event that the Controlled Group Members maintain no Defined Benefit Plan which
covers a Member in this Plan, the percentage of Includible Compensation that
equals the largest percentage of Matching Contributions and forfeitures
allocated to a Key Employee expressed as a percentage of the first $200,000 of
Includible Compensation received by such Key Employee in that Plan Year. For
purposes of determining the largest percentage of Matching Contributions and
forfeitures allocated to a Key Employee, elective contributions made by a Key
Employee pursuant to a Salary Reduction Agreement shall be counted as if they
were Matching Contributions. The Minimum Allocation is determined without regard
to any Social Security contribution.



                                      AC-3
<PAGE>   91

The Minimum Allocation applies even though under other Plan provisions the
Member would not otherwise be entitled to receive an allocation, or would have
received a lesser allocation for the Plan Year because (i) the non-Key Employee
fails to make mandatory contributions to the Plan, or (ii) the non-Key
Employee's Compensation is less than a stated amount.

                    (b) LIMITATION ON MINIMUM ALLOCATION. No Minimum Allocation
will be provided pursuant to Section C.4 (a) to a Member who incurred a
Termination of Employment Date during the Plan Year and who has not returned to
work and is not employed by a Controlled Group Member on the last day of the
Plan Year.

                    (c) MINIMUM ALLOCATION WHEN MEMBER IS COVERED BY ANOTHER
QUALIFIED PLAN. If a Controlled Group Member maintains one or more other Defined
Contribution Plans covering Employees who are Members in this Plan, the Minimum
Allocation will be provided under this Plan, unless such other Defined
Contribution Plans make explicit reference to this Plan and provide that the
Minimum Allocation will not be provided under this Plan, in which case the
provisions of Section C.4(a) will not apply to any Member covered under such
other Defined Contribution Plans. If a Controlled Group Member maintains one or
more Defined Benefit Plans covering Employees who are Members in this Plan, and
such Defined Benefit Plans provide that Employees who are participants therein
will accrue the minimum benefit applicable to top-heavy Defined Benefit Plans
notwithstanding their participation in this Plan (making explicit reference to
this Plan), then the provisions of Section C.4(a) will not apply to any Member
covered under such Defined Benefit Plans. If a Controlled Group Member maintains
one or more Defined Benefit Plans covering Employees who are Members in this
Plan, and the provisions of the preceding sentence do not apply, then each
Member who is not a Key Employee and who is covered by such Defined Benefit
Plans will receive a Minimum Allocation determined by applying the provisions of
Section C.4(a) with the substitution of "5%" in each place that "3%" occurs
therein.

                    (d) NONFORFEITABILITY. The Member's Minimum Allocation
required under this Section, to the extent required to be nonforfeitable under
Code section 416(b) and the special vesting schedule provided in this Appendix,
may not be forfeited under Code section 411(a)(3)(B) (relating to suspension of
benefits on reemployment) or 411(a)(3)(D) (relating to withdrawal of mandatory
contributions).

           C.5    MODIFICATION OF AGGREGATE BENEFIT LIMIT.

                    (a) MODIFICATION. Subject to the provisions of Section
C.5(b), in any Plan Year in which the Top-Heavy Ratio exceeds 60%, the aggregate
benefit limit described in Appendix B will be modified by substituting "100%"
for "125%" in Section B.2(c) and (f).

                    (b) EXCEPTION. The modification of the aggregate benefit
limit described in Section C.5(a) will not be required if the Top-Heavy Ratio
does not exceed 90% and one of the following conditions is met: (i) Employees
who are not Key Employees do not participate in both a Defined Benefit Plan and
a Defined Contribution Plan which are in the Required


                                      AC-4
<PAGE>   92

Aggregation Group, and the Minimum Allocation requirements of Section C.4(a) are
met when such requirements are applied with the substitution of "4%" for "3%";
(ii) The Minimum Allocation requirements of Section C.4(c) are met when such
requirements are applied with the substitution of "7 1/2%" for "5%"; or (iii)
Employees who are not Key Employees accrue a benefit for such Plan Year of not
less than 3% of their average Includible Compensation for the five consecutive
Plan Years in which they had the highest Includible Compensation (not to exceed
a total such benefit of 30%), expressed as a life annuity commencing at the
Member's normal retirement age in a Defined Benefit Plan which is in the
Required Aggregation Group.

           C.6    MINIMUM VESTING.

                    (a) REQUIRED VESTING. For any Plan Year in which this Plan
is a Top-Heavy Plan, the minimum vesting schedule set forth in Section C.6(b)
will automatically apply to the Plan to the extent it provides a higher vested
percentage than the regular vesting provisions set forth in Section 9.1. The
minimum vesting schedule applies to all Account balances including amounts
attributable to Plan Years before the effective date of Code section 416 and
amounts attributable to Plan Years before the Plan became a Top-Heavy Plan.
Further, no reduction in vested Account balances may occur in the event the
Plan's status as a Top-Heavy Plan changes for any Plan Year, and any change in
the effective vesting schedule from the schedule set forth in Section C.6(b) to
the regular provisions set forth in Section 9.1 will be treated as an amendment
subject to Section 16.1. However, this Section C.6(a) does not apply to the
Account balances of any Employee who does not have an Hour of Service after the
Plan has initially become a Top-Heavy Plan, and such Employee's Account balances
will be determined without regard to this Section.

                    (b)  MINIMUM VESTING SCHEDULE.
                         ------------------------

              Years of                    Percentage Vested
          Continuous Service              and Nonforfeitable
          ------------------              ------------------

       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



                                      AC-5