<PAGE>
                                                                   Exhibit 10.67

                            SUPPLEMENTAL PENSION PLAN

                                FOR EXECUTIVES OF

                     BROWN & WILLIAMSON TOBACCO CORPORATION

                       (As Amended Through July 29, 2004)

<PAGE>

                            SUPPLEMENTAL PENSION PLAN
                                FOR EXECUTIVES OF
                     BROWN & WILLIAMSON TOBACCO CORPORATION
                       (As Amended Through July 29, 2004)

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
ARTICLE 1. DEFINITIONS.....................................................    1
   1.01   Actuarial Basis..................................................    1
   1.02   Basic Plan.......................................................    2
   1.03   Company..........................................................    2
   1.04   PIP; PIP Award...................................................    2
   1.05   Employer.........................................................    3
   1.06   ERISA Excess Plan................................................    3
   1.07   Interest.........................................................    3
   1.08   Participant......................................................    3
   1.09   Plan.............................................................    3
   1.10   Supplemental Benefit.............................................    3
   1.11   Supplemental Salary..............................................    3

ARTICLE 2. PARTICIPATION...................................................    5
   2.01   Participation....................................................    5
   2.02   SERP Trust Individuals...........................................    6

ARTICLE 3. BENEFITS........................................................    6
   3.01   Eligibility......................................................    6
   3.02   Amount of Supplemental Benefit...................................    6
   3.03   Dependents' Benefits.............................................    9

ARTICLE 4. METHOD OF PAYMENT...............................................   10
   4.01   Payments On or After July 1, 1990................................   10
   4.02   Plan Unfunded....................................................   10
   4.03   Delay in Payment.................................................   10
   4.04   Withholding......................................................   10

ARTICLE 5. AMENDMENT AND TERMINATION.......................................   10
   5.01   Right to Amend or Terminate Reserved.............................   10
   5.02   Action to Bind Employers.........................................   11
   5.03   Change in Basic Plan.............................................   11

ARTICLE 6. ADMINISTRATION..................................................   11
   6.01   Administration...................................................   11
</TABLE>


                                       i

<PAGE>

<TABLE>
<S>                                                                           <C>
ARTICLE 7. MISCELLANEOUS...................................................   11
   7.01   Payment to Incompetent...........................................   11
   7.02   Spendthrift Clause...............................................   11
   7.03   Usage............................................................   11
   7.04   Data.............................................................   11
   7.05   Separability.....................................................   12
   7.06   Right of Discharge Reserved......................................   12
   7.07   Other Benefits Unaffected........................................   12

ARTICLE 8. EFFECTIVE DATE, ETC.............................................   12
   8.01   Effective Date...................................................   12
</TABLE>

                                   * * * * *


                                       ii

<PAGE>

                            SUPPLEMENTAL PENSION PLAN
                                FOR EXECUTIVES OF
                     BROWN & WILLIAMSON TOBACCO CORPORATION
                       (As Amended Through July 29, 2004)

                                    PREAMBLE

          Effective January 1, 1991, Brown & Williamson Tobacco Corporation
assumed all liabilities for the Supplemental Pension Plan for Executives of
Brown & Williamson Tobacco Corporation (formerly the Supplemental Pension Plan
for Executives of BATUS Inc. and Brown & Williamson Tobacco Corporation), and
simultaneously restated the Plan to incorporate certain amendments approved by
the Company.

          The Plan has been amended from time to time thereafter, to read, as of
July 29, 2004, as set forth herein.

          Notwithstanding any such amendment, the right to and amount of any
pension payable to a Participant or beneficiary shall in all events be
determined in accordance with the terms of the Plan as in effect at the time of
termination of employment.

                                   ARTICLE 1.

                                   DEFINITIONS

          The following terms when used in this Plan shall have the designated
meaning unless a different meaning is clearly required by the context. Defined
terms in the Basic Plan which are used in this Plan (including, without
limitation, spouse and child) shall have the meanings given to them in the Basic
Plan unless a different meaning is given below or is clearly required by the
context.

1.01 Actuarial Basis.

(a)  The term "Actuarial Basis" means a benefit computed on the basis of the
     actuarial principles adopted by the Company, subject to subsection (b)
     below.

(b)  For purposes of determining the present value of the amount payable under
     Section 3.02, the following assumptions shall be used [effective October 1,
     1995]:

     (1)  Interest:

     (2)  with respect to any portion (or all) of the accrued amount for which
          the Company has not provided an external source of payment prior to
          the time actual payment becomes due under Article 3, the lower of (i)
          the average of the monthly interest rates used to determine the
          commuted value of pensions under the Basic Plan for the 36 month
          period immediately preceding the Participant's termination of
          employment, or (ii) the interest rate used to determine the commuted
          value of

<PAGE>

          pensions under the Basic Plan for the month immediately preceding the
          Participant's termination of employment.

     (3)  with respect to any portion (or all) of the accrued amount for which
          the Company has provided an alternate source of payment (whether in
          trust or otherwise) prior to the time actual payment becomes due under
          Article 3, the monthly interest rate used shall be determined pursuant
          to paragraph (A) above (but assuming the Participant had terminated
          employment as of the date of determination). A separate calculation
          shall be made for each such payment, and the interest rate applicable
          to each such calculation shall be established at the time of payment,
          and shall not be subject to change in the future as it relates to that
          payment.

     (4)  Mortality: the mortality table used under the Basic Plan to determine
          the commuted value of pensions at the time present value is
          determined.

1.02 Basic Plan.  The term "Basic Plan" means the Retirement Plan for Salaried
     Employees of Brown & Williamson Tobacco Corporation and Certain Affiliates,
     and, as applicable, its predecessor plan.

1.03 Company.  The word "Company" means, effective the date of closing (the
     "Closing") of the transactions contemplated by the Business Combination
     Agreement dated October 27, 2003, between Brown & Williamson Tobacco
     Corporation and R.J. Reynolds Tobacco Holdings, Inc. (the "Business
     Combination"), Reynolds American Inc., and any successor thereto ("RAI").
     Prior to Closing the word "Company" means Brown & Williamson Tobacco
     Corporation, and any successor thereto ("B&W"). Effective immediately prior
     to Closing, B&W shall be deemed to have withdrawn from and shall no longer
     maintain the Plan for its employees.

1.04 PIP; PIP Award.

(a)  Except as provided in subsection (b) below, effective January 1, 2002, the
     Performance Incentive Plan ("PIP") replaces and supercedes the Executive
     Incentive Plan ("EIP"), the Management Incentive Plan ("MIP") and the
     Competitive Annual Bonus ("CAB"). A "PIP Award" is an award of incentive
     compensation applicable to a Participant for a calendar year and may
     include a pension-eligible component. Prior to the year 2002, the CAB award
     was not pension eligible; consequently the CAB component of a PIP Award for
     and after 2002 is not pension-eligible. By way of example, but not
     exclusion, for calendar years commencing on and after January 1, 2002, the
     sole annual incentive compensation plan that may include a pension-eligible
     component is the PIP, and for calendar years prior to 2002, plans that may
     include a pension-eligible component include the EIP and MIP.

(b)  The Performance Incentive Plan, described in subsection (a) above, does not
     apply to Plan Participants seconded to an affiliate of the Company as of
     May 1, 2002. For such Participants, the Management Incentive Plan ("MIP"),
     as in effect on December 31, 2001, shall continue to apply for purposes of
     calculating Supplemental Salary.


                                      -2-

<PAGE>

1.05 Employer.  The word "Employer" means Reynolds American Inc., and any
     subsidiary or affiliate of the Employer which is approved for inclusion in
     the Plan by the Company.

1.06 ERISA Excess Plan.  The term "ERISA Excess Plan" means the portion of this
     Plan established by the Employer solely for the purpose of paying benefits
     based on the provisions of the Basic Plan (or other applicable plan) for
     certain employees in excess of the limitations on benefits imposed by
     Section 415 of the Internal Revenue Code of 1986, as amended. That portion
     of the Plan maintained for such purpose shall be treated as a separate plan
     which is an excess benefit plan, as defined by ERISA Section (3)(36).

1.07 Interest.  The word "Interest" means the rate of interest established from
     time to time by the Company, in its discretion, for deferred PIP account
     balances.

1.08 Participant.  The word "Participant" means a participant in the Basic Plan
     who satisfies the requirements for participation set out in Article 2 of
     the Plan.

1.09 Plan.  The word "Plan" means the Supplemental Pension Plan for Executives
     of Brown & Williamson Tobacco Corporation, as in effect from time to time.

1.10 Supplemental Benefit.  The term "Supplemental Benefit" means the benefit
     described in Section 3.02 hereof.

1.11 Supplemental Salary.

(a)  The term "Supplemental Salary" shall mean the sum of Paragraphs (1) through
     and including (4) as follows:

     (1)  Average PIP Award.  Subject to subsections (b) through (e) below, a
          Participant's Average PIP Award shall be the greater of:

          (A)  a Participant's Average PIP Award (whether or not deferred) for
               the three performance years immediately preceding the calendar
               year in which a Supplemental Benefit becomes payable to the
               Participant (or if applicable his spouse or dependents); provided
               that if any such Participant has not received a PIP Award for one
               or more of such three years, his award for such year shall be
               treated as zero dollars; or

          (B)  the amount obtained by multiplying the Participant's annual rate
               of salary at the time a Supplemental Benefit becomes payable to
               the Participant (or if applicable his spouse or dependents) by
               the EIP/MIP percentage that was, or would have been, applicable
               to such Participant's current position or level (i.e. the
               Participant's employment position or level at the time the
               Supplemental Benefit becomes payable) at the "Commendable" level
               for the 2001 performance year.

          Notwithstanding the foregoing, with respect to a Participant who
          enters into regular employment (as defined in Section 2.01(b)(2)) with
          RAI after Closing (as defined in Section 1.03), a Participant's
          Average PIP Award shall be the greater


                                      -3-

<PAGE>

          of (i) the amount calculated under paragraph (B) above, or (ii) an
          amount equal to the Participant's base annual compensation rate at the
          time of employment termination with RAI (or an affiliate), multiplied
          by B&W's average performance rating percentage for 2001, 2002 and 2003
          applicable to such Participant.

     (2)  Excess Pensionable Salary.  The excess of the amount that would have
          been the Participant's pensionable salary under the Basic Plan, but
          for the limitations of Section 401(a)(17) of the Internal Revenue Code
          of 1986 or any similar provision of subsequent law, over the
          Participant's actual pensionable salary under the Basic Plan.

     (3)  Deferred Compensation.  All amounts that would have constituted
          pensionable salary under the Basic Plan but for the fact that the
          receipt of these amounts was deferred, including without limitation,
          amounts deferred under the Deferred Compensation Plan for Executives
          of Brown & Williamson Tobacco Corporation, as amended from time to
          time.

     (4)  Special Contractual Arrangements.  Effective for special contractual
          arrangements entered into on or after January 1, 1993, and to the
          extent provided in or required by any such arrangement, all amounts
          that would have constituted pensionable salary under the Basic Plan,
          but for the limits of Section 401(a)(17) of the Internal Revenue Code
          of 1986, or any similar provision of subsequent law, over the sum of
          the Participant's pensionable salary determined under paragraphs (1),
          (2) and (3) above.

(b)  For purposes of subsection (a)(1) above, disability shall be deemed to
     occur on the date the Participant first commences a period of absence that
     leads to a determination of disability under the Basic Plan.

(c)  Except as specifically provided by written agreement between the Company
     and a Participant, Supplemental Salary shall include an Average PIP Award
     only for Participants who were Participants in the Plan on December 31,
     1990, and who continue to be employed in an PIP-eligible position
     thereafter (or, in the event the Company terminates or modifies the PIP or
     similar annual incentive or bonus program in a manner described in
     subsection (e) below, were in eligible PIP positions at the time of such
     termination or modification). Subject to any such agreement, Supplemental
     Salary shall not include an Average PIP Award for a Participant who:

     (1)  was not a Participant in the Plan on December 31, 1990; or

     (2)  becomes a Participant on or after January 1, 1991, whether as a result
          of initial employment, reemployment following a termination of
          employment (voluntary, involuntary, disability or otherwise),
          promotion, transfer or otherwise.

(d)  The Average PIP Award for a Participant who becomes ineligible to
     participate in PIP for any reason prior to termination of employment,
     disability or death (other than by reason of the termination of the Plan or
     modification of the PIP or similar annual incentive or bonus program in a
     manner described in subsection (e) below) shall be calculated


                                      -4-

<PAGE>

     pursuant to subsection (a) above, by assuming the Supplemental Benefit of
     such Participant is or becomes payable in the year in which such
     Participant first becomes ineligible to so participate.

(e)  If the EIP/MIP percentages in effect for the 2001 performance year are
     amended, terminated or replaced by a plan or program that has lower payout
     targets or opportunities than the EIP/MIP in effect as of January 1, 2001,
     e.g. if, with respect to a performance year subsequent to 2001, the
     percentage award applicable to the "Commendable" level for a Participant is
     lowered by the Company below the percentage award applicable to such
     Participant at the "Commendable" level for 2001, such Participant's Average
     PIP Award (or, if applicable, Average EIP/MIP Award), shall be determined
     and paid out at the time of such amendment, termination or replacement, and
     shall be the greater of (i) the amount determined under subsection
     (a)(1)(A) above, or (ii) the amount obtained by multiplying the
     Participant's rate of salary at the time of such amendment, termination or
     replacement by the EIP/MIP percentage applicable to such Participant at the
     "Commendable" level for the 2001 performance year.

                                   ARTICLE 2.

                                 PARTICIPATION

2.01 Participation.

(a)  Any participant in the Basic Plan who (1) is eligible to participate in the
     PIP (prior to January 1, 1991), (2) is eligible to and elects to defer
     pensionable salary under the Deferred Compensation Plan for Executives of
     Brown & Williamson Tobacco Corporation, (3) receives compensation that
     would be included in the Participant's pensionable salary under the Basic
     Plan but for the limitations of Section 401(a)(17) of the Internal Revenue
     Code of 1986 or any similar provision of subsequent law, or (4) would be
     eligible for an additional benefit under the Basic Plan but for the
     limitations of Section 415 of the Internal Revenue Code of 1986 or any
     similar provision of subsequent law, shall automatically become a
     Participant in this Plan.

(b)  Effective as of Closing (as defined in Section 1.03), the following classes
     of employees shall be excluded from eligibility to participate in the Plan:

     (1)  any individual who was not an employee of the Company (as defined in
          Section 1.03) immediately prior to Closing; and

     (2)  any individual who was not a participant in (or an Eligible Employee
          with respect to and as defined in) the Basic Plan at the time he or
          she entered into "regular employment" with RAI at and after Closing.
          For this purpose, the term "regular employment" means full- or
          part-time ongoing employment with RAI that is not classified by RAI as
          transitional employment. An employee is considered to be in
          "transitional employment" if his or her employment is transferred to
          RAI in connection with the Business Combination and the employee is
          employed within the B&W Division of RAI for a limited period of time
          (a "transition period").


                                      -5-

<PAGE>

2.02 SERP Trust Individuals.

(a)  Pursuant to the Business Combination Agreement dated October 27, 2003,
     between Brown & Williamson Tobacco Corporation and R.J. Reynolds Tobacco
     Holdings, Inc. (the "BCA"), (i) Liabilities (as defined in the formation
     agreement under the BCA (the "Formation Agreement")) under the Plan were
     retained by Brown & Williamson Tobacco Corporation (or an affiliate) to the
     extent they pertain or relate to the service and/or accrued benefits of the
     SERP Trust Individuals (as defined in Section 1.01 of the Formation
     Agreement and listed on Schedule 1.01(b) thereto as R. Baker, C.D. Brown,
     W. Carpenter, C. Dawson, M. DiCio, J. Eckmann, H. Frick, J. Graas, S. Ivey,
     M. Kovatch, R. Lewis, M. McGraw, R. Miller, C. Schoenbachler, D. Snyder, R.
     Stowe, R. Van Hess, and P. Wessel) prior to the Employment Transfer Time
     (as defined in the Formation Agreement), calculated on the assumption that
     each SERP Trust Individual's employment terminated immediately prior to the
     Employment Transfer Time, and (ii) rights in the assets of the trusts
     established pursuant to the Secular Trust Agreements with the SERP Trust
     Individuals (as defined in Section 1.01 of the Formation Agreement and
     listed on Schedule 1.01(b) thereto) were retained by Brown & Williamson
     Tobacco Corporation to the extent such assets were held in an account
     thereunder for the purpose of providing a fund to pay benefits under the
     Plan (defined in the Secular Trust Agreement as the "SERP Account").

(b)  Notwithstanding any provision of the Plan to the contrary, effective as of
     the Employment Transfer Time the Plan (and the Company) shall have no
     liability for any Liability described above (nor shall the Company or the
     Plan have a claim to any Assets related thereto). To the extent a benefit
     is payable under the Plan to any SERP Trust Individual for periods of
     service performed for the Company after the Employment Transfer Time, such
     benefit shall take into account and be reduced by the liability retained by
     Brown & Williamson Tobacco Corporation referred to in subsection (a) above
     to the extent necessary to prevent a duplication of benefit payments.

                                   ARTICLE 3.

                                    BENEFITS

3.01 Eligibility.  A Participant shall be entitled to receive a Supplemental
     Benefit under this Plan only upon [effective October 1, 1995]: (1)
     termination of employment with a vested benefit under the Basic Plan, (2)
     receipt of a disability pension under the Basic Plan or (3) death.

3.02 Amount of Supplemental Benefit.

(a)  The amount of a Participant's Supplemental Benefit shall be equal to the
     actuarial value of the benefit to which the Participant would be entitled
     under the Basic Plan (without regard to Section 3.03 thereof) and the ERISA
     Excess Plan in the aggregate (determined after applying Section 3.02 of the
     Basic Plan), with the following adjustments:


                                      -6-

<PAGE>

     (1)  the Participant's Supplemental Salary were included in his or her
          pensionable salary under the Basic Plan, or in the case of a
          Participant receiving a disability pension under the Basic Plan, were
          included in his or her salary at the time of disability,

     (2)  any additional pensionable and qualifying service granted under any
          special contractual arrangement entered into on or after January 1,
          1993, were included in his or her pensionable and qualifying service
          under the Basic Plan; and

     (3)  any incremental benefit granted pursuant to subsection (e) of this
          Section 3.02, offset by the actuarial value of the benefit payable
          under the Basic Plan.

(b)  Notwithstanding subsection (a) above, if a Participant becomes ineligible
     to participate in PIP for any reason after having become a Participant
     hereunder, that portion of such a Participant's Supplemental Benefit which
     is based on an Average PIP Award (if any) shall be calculated by
     disregarding pensionable service (as defined in the Basic Plan) earned
     during and after the year such Participant first became ineligible to
     participate in PIP.

(c)  If the Company provides an alternate source of payment for all or any
     portion of a Participant's accrued or projected Supplemental Benefit at any
     time before or on (or as of) the date the Participant becomes entitled
     thereto under Section 3.01, and payment to such alternate source results in
     the immediate taxation thereof, such accrued or projected Supplemental
     Benefit shall be reduced by the estimated tax liability attributable
     thereto (the tax rate to be used for this calculation shall be an assumed
     retiree tax rate for the Participant, as determined by the Company in its
     sole discretion) (the "after-tax benefit"), and such estimated after-tax
     benefit shall be increased by the tax paid with respect thereto; provided
     that in no event shall such prior payment or payments be deemed to be a
     discharge of the Company's obligation for all or any part of the
     Supplemental Benefit due under this Article 3 prior to the time the
     Participant becomes entitled to the payment thereof under Section 3.01. The
     amount of Supplemental Benefit due under this subsection (c) shall be paid
     as provided in Section 4.01(b).

(d)  A Participant who (i) is a corporate Vice President on, or as of, July 15,
     1997, (ii) is or becomes entitled to payment of a Supplemental Benefit
     under Section 3.01, and (iii) whose benefit is provided (in part or
     entirely) through an alternate source of payment as described in subsection
     (c) above, shall, at the time such Supplemental Benefit first becomes
     payable under the Plan, be entitled to an additional cash amount calculated
     as follows: the ratio of the "Projected Installment Sum" over the
     "Projected Employee Grantor Trust Sum", expressed as a percentage, minus
     one (1), with the resulting percentage multiplied by the Supplemental
     Benefit (after adjustment to an after-tax value at the time the benefit
     first becomes payable). Such additional cash amount shall, at the time of
     payment, be increased by an amount sufficient to pay income taxes thereon
     (inclusive of taxes on the increase). For purposes of this subsection (d),
     the following terms have the following meanings:


                                      -7-

<PAGE>

     (1)  "Projected Installment Sum" means the sum of the after-tax present
          value of each projected installment payment of the Supplemental
          Benefit, assuming that the Supplemental Benefit is paid in 10 annual
          installments, the first being paid on the first anniversary of the
          Participant's termination of employment. The amount of each projected
          annual installment shall be determined by multiplying the Account
          balance (including principal and accumulated notional earnings) as of
          the date the installment payment is due by a fraction, the numerator
          of which is one (1) and the denominator of which is the number of
          annual payments (including the payment then due) remaining to be paid;
          and by then reducing such amount by the projected tax effect related
          to such payment (State and local tax rates shall be taken into account
          only to the extent the State or locality of the Participant's
          residence, at the time the Participant first becomes entitled to
          payment under Section 3.01, imposes taxes on such payments). Notional
          earnings shall apply monthly to the unpaid Account balance as follows:
          the monthly rate of return shall be the greater of (i) the monthly
          equivalent of the annual yield on 10 year Treasury constant maturities
          as quoted in the Federal Reserve Statistical Release, as of the date
          of Supplemental Benefit entitlement (as set forth in Section 3.01) or
          (ii) the average of such monthly rates for the 36 month period ending
          with the month immediately preceding the month of such Supplemental
          Benefit entitlement.

     (2)  "Projected Employee Grantor Trust Sum" means the sum of the present
          value of each projected installment payment of the Supplemental
          Benefit (after adjustment of the said Supplemental Benefit to an
          after-tax value at the time the benefit first becomes payable),
          assuming that the said adjusted Supplemental Benefit is paid in 10
          annual installments in the manner described in paragraph (1) above
          (except that notional earnings on the unpaid balance shall be applied
          after adjustment for taxes).

          Such amount shall be paid as provided in Section 4.01(b) as soon as
          after the Participant becomes entitled a Supplemental Benefit under
          Section 3.01 above.

(e)  A Participant who is eligible to participate in the Plan by virtue of his
     or her eligibility to participate in the PIP prior to January 1, 1991, or
     whose employment classification is at the AVP (or equivalent) level or
     above, shall, unless otherwise specifically excluded from eligibility for
     the benefit described in this subsection (e) through a separate written
     agreement between the Company and the Participant, be entitled to elect to
     receive an incremental Supplemental Benefit equal to the incremental
     benefit provided under Section 4.04 of the Basic Plan and adjusted using
     the same methodology described in subsection (c) (except that the
     Participant's current tax rate shall be used to calculate the amount of
     after-tax benefit attributable to such incremental benefit), subject in all
     events to the same terms, conditions and exclusions of said Basic Plan
     Section 4.04 that apply to participants therein (including without
     limitation age and service requirements and the exclusions listed in items
     (1) through (5) of subsection (a) thereof). The incremental Supplemental
     Benefit payable under this subsection (e) shall be paid as provided in
     Section 4.01(b).


                                      -8-

<PAGE>

(f)  This subsection (f) shall apply only to Participants who are entitled to a
     Supplemental Benefit by virtue of participation in SERIB (as such acronym
     is defined in Section 2.01(b)) and whose Release Date thereunder is August
     1, 2001 or later. The cash value of a Supplemental Benefit to which any
     such Participant is entitled shall be calculated as of February 1, 2001,
     and at the Participant's employment termination date on or after August 1,
     2001. The Participant shall be entitled to the greater of the two
     calculations. Such amount shall be paid as follows:

     (1)  Payments to Participants whose benefit is paid to an alternate source
          of payment (as described in Section 3.02(c)) shall be made directly to
          such alternate source of payment. An initial deposit of the benefit
          due shall be made concurrent with other payments to such alternate
          source in January, 2001, based on the Participant's projected Release
          Date on or after August 1, 2001. If required, any additional amounts
          due will be paid upon actual termination of employment.

     (2)  Payments to all other Participants may be made as soon as practicable
          after July 1, 2001, based on the value of the Supplemental Benefit as
          of February 1, 2001, irrespective of whether the Participant has
          actually terminated employment (subject to any election by a
          Participant to defer payment). If required, any additional amounts due
          will be paid upon actual termination of employment.

3.03 Dependents' Benefits.

(a)  If dependents' benefits are payable under Article 8 of the Basic Plan to
     the surviving spouse or child of a retired Participant who had not yet
     received payment of benefits under Section 4.01, or of a Participant who
     died during employment (but not a Participant who terminated employment
     prior to retirement with vested rights, whether or not payment of such
     Participant's pension had begun), such spouse or child shall be entitled to
     a Supplemental Benefit equal to the additional benefit to which he would be
     entitled under the Basic Plan and the ERISA Excess Plan in the aggregate if
     the Participant's Supplemental Salary were included in his pensionable
     salary as defined in the Basic Plan (subject to the restrictions on
     pensionable service set forth in Section 3.02(b) hereof, if applicable to
     the Participant).

(b)  A Supplemental Benefit payable under subsection (a) above shall be paid in
     a single cash payment, determined on an Actuarial Basis, as soon as
     practicable after the Participant's death.


                                      -9-

<PAGE>

                                   ARTICLE 4.

                                METHOD OF PAYMENT

4.01 Payments On or After July 1, 1990.

(a)  Except as provided in subsection (b) hereof, the aggregate benefits to
     which a Participant is entitled under this Plan shall be paid in a single
     cash payment, determined on an Actuarial Basis, and such payment shall be
     made as soon as practicable after the Participant becomes entitled thereto
     under Section 3.01. Such payment shall be in full discharge of all
     obligations under this Plan with respect to such Participant (including the
     Participant's spouse and children).

(b)  Any portion of a Supplemental Benefit, not previously paid to the alternate
     source of payment referred to in Section 3.02(c), that is payable pursuant
     to Section 3.02(c) or (e), or both (c) and (e), shall be paid as soon as
     practicable after the Participant becomes entitled thereto under Section
     3.01 in a single cash payment to such alternate source of payment. Such
     payment shall be in full discharge of all obligations under this Plan with
     respect to such Participant (including the Participant's spouse and
     children).

(c)  In the case of such a Participant who is entitled to a disability pension
     under the Basic Plan, the single cash payment shall be determined by
     assuming that the Participant will continue to be entitled to receive a
     disability pension under the Basic Plan until his death.

4.02 Plan Unfunded.  All benefit payments under the Plan shall be made directly
     by the Employer out of its general assets.

4.03 Delay in Payment.  If payment of benefits under the Basic Plan in respect
     of a Participant or his spouse or child begins prior to determination of
     the PIP award for the previous calendar year, payment of his Supplemental
     Benefit (if any) shall be delayed until the amount of such prior year's PIP
     award is determined. Upon such a determination, the Supplemental Benefit
     shall be paid in an amount retroactive to the date that payment of benefits
     under the Basic Plan began. Interest shall not accrue, nor be or become
     payable, with respect to such retroactive payments.

4.04 Withholding.  All payments under the Plan shall be subject to any
     applicable withholding requirements imposed by any tax or other law.

                                   ARTICLE 5.

                            AMENDMENT AND TERMINATION

5.01 Right to Amend or Terminate Reserved.  The Company may at any time amend
     the Plan in any respect or terminate the Plan. However, no such amendment
     or termination shall deprive any Participant of any accrued benefit to
     which such Participant has a nonforfeitable right (determined in accordance
     with the rules of the Plan in effect immediately prior to the date of such
     amendment or termination), other than for the


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<PAGE>

     purpose of providing an offset for additional governmental benefits or for
     additional benefits provided by an Employer.

5.02 Action to Bind Employers.  By adoption of the Plan, each corporation
     included with the Employer designates the Company as its agent to
     administer the Plan in accordance with Article 6 hereof. The Company shall
     have the further right to amend or terminate the Plan and furnish written
     notice of such action and a copy of any such amendment to any such
     corporation, whereupon such amendment or termination shall become binding
     upon such corporation.

5.03 Change in Basic Plan.  If the Basic Plan and ERISA Excess Plan shall be
     amended to change in any way the benefits applicable to any Participant,
     spouse, or child, or shall be replaced in whole or in part by any successor
     plan, the provisions of the Plan shall apply based on the provisions of the
     Basic Plan and/or ERISA Excess Plan as so amended, or such successor plan,
     which are applicable to such Participant, spouse or child unless otherwise
     provided by the Company.

                                   ARTICLE 6.

                                 ADMINISTRATION

6.01 Administration.  The Company, through its duly designated agents, shall
     make all determinations required of it by the terms of the Plan, and its
     constructions and interpretations of the Plan, as well as its
     determinations as to rights and obligations under the Plan, shall be final
     and binding upon all persons.

                                   ARTICLE 7.

                                  MISCELLANEOUS

7.01 Payment to Incompetent.  If any person entitled to benefits under this Plan
     shall be a child or shall be either physically or mentally incompetent in
     the judgment of the Company, such benefits may be paid to the person to
     whom the corresponding benefits under the Basic Plan are paid under Section
     8.06(d) or 14.06 thereof, whichever is applicable.

7.02 Spendthrift Clause.  No benefit, distribution or payment under the Plan may
     be anticipated, assigned (either at law or in equity), alienated or subject
     to attachment, garnishment, levy, execution or other legal or equitable
     process.

7.03 Usage.  Whenever applicable, the masculine gender, when used in the Plan,
     will include the feminine gender, and the singular will include the plural.

7.04 Data.  Any Participant entitled to benefits under the Plan must furnish to
     the Company such documents, evidence or information as the Company
     considers necessary or desirable for the purpose of administering the Plan,
     or to protect the Company; and it is a condition of the Plan that each such
     Participant must furnish promptly true and complete


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<PAGE>

     data, evidence or information and sign such documents as the Company may
     require before any benefits become payable under the Plan.

7.05 Separability.  If any provision of the Plan is held invalid or
     unenforceable, its invalidity or unenforceability will not affect any other
     provisions of the Plan, and the Plan will be construed and enforced as if
     such provision had not been included therein. Captions. The captions
     contained herein and the table of contents prefixed hereto are inserted
     only as a matter of convenience and for reference and in no way define,
     limit, enlarge or describe the scope or intent of the Plan nor shall, in
     any way, affect the Plan or the construction of any provision thereof.

7.06 Right of Discharge Reserved.  The establishment of the Plan shall not be
     construed to confer upon an employee or Participant any legal right to be
     retained in the employ of the Employer or give any employee or any other
     person any right to benefits, except to the extent expressly provided for
     hereunder. All employees will remain subject to discharge to the same
     extent as if the Plan had never been adopted, and may be treated without
     regard to the effect such treatment might have upon them under the Plan.

7.07 Other Benefits Unaffected.  Nothing in this Plan shall be construed to
     require that a Participant's Supplemental Salary or PIP awards be taken
     into account in determining his benefits under the Employer's life
     insurance plan, profit-sharing plans, death-in-service payments (including
     payments under Section 9 of the Basic Plan), or any other benefit program.

                                   ARTICLE 8.

                              EFFECTIVE DATE, ETC.

8.01 Effective Date.  This Plan shall be effective as of January 1, 1981. No
     benefits shall be payable under the Plan in respect of employees who
     retired, terminated employment or died prior to such date, or to their
     spouses or children.

                                    * * * * *


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