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                          BRIGGS & STRATTON CORPORATION

               Form 10-Q for Quarterly Period Ended March 26, 2000




                                Exhibit No. 10.0

                          BRIGGS & STRATTON CORPORATION
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                           AS AMENDED AND RESTATED ON

                                January 19, 2000






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                          BRIGGS & STRATTON CORPORATION
                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN



              Amended and Restated Effective as of January 1, 2000


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                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

PREAMBLE                                                                      1

ARTICLE I General                                                             2

1.1      Committee                                                            2
1.2      Deferred Compensation Plan                                           2
1.3      Employer                                                             2
1.4      Plan                                                                 2
1.5      Pension Plan                                                         2

ARTICLE II Eligibility                                                        3

2.1      Persons Eligible As Participants Under The Plan                      3

ARTICLE III Retirement Benefits                                               4

3.1      Time of Commencement and Amount                                      4
3.2      Manner of Payment                                                    5
3.3      Pre-retirement Spousal Survivor Annuity                              5
3.4      Pre-retirement Death Benefit                                         6
3.5      Interpretation                                                       7
3.6      Commutation of Benefit                                               7
3.7      Committee Discretion                                                 8

ARTICLE IV Amendment and Termination                                          9

4.1      Amendment and Termination                                            9
4.2      Acceleration                                                         9

ARTICLE V Administration                                                     10

5.1      In General                                                          10
5.2      Committee Discretion                                                10
5.3      Committee Members' Conflict of Interest                             10
5.4      Governing Law                                                       10
5.5      Expenses                                                            11
5.6      Minor or Incompetent Payees                                         11
5.7      Withholding                                                         11
5.8      Indemnification                                                     11



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ARTICLE VI Benefits Unfunded                                                 12

6.1      Unsecured Claim                                                     12
6.2      Grantor Trust Only                                                  12

ARTICLE VII Nonalienation of Benefits                                        13

ARTICLE VIII Claims Procedure                                                14

8.1      Claims                                                              14
8.2      Review Procedure                                                    14

ARTICLE IX Miscellaneous                                                     15

9.1      No Right to Continued Employment                                    15
9.2      Impact on Other Plans                                               15
9.3      Severability                                                        15
9.4      Gender and Number                                                   15
9.5      Evidence Conclusive                                                 15
9.6      Status of Plan Under ERISA                                          15
9.7      Name and Address Changes                                            16
9.8      Limitations on Provisions                                           16
9.9      Identity of Payee                                                   16




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                                    PREAMBLE



         Briggs & Stratton Corporation hereby amends and restates, effective as
of January 1, 2000, the executive supplemental retirement plan it previously
adopted via Board resolutions dated August 15, 1989 and amended by resolutions
dated October 15, 1996.









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                                    ARTICLE I
                                     General


                    1.1 Committee. The term "Committee" means the Nominating,
     Compensation and Governance Committee of the Board of Directors of the
     Employer. Such Committee shall be the Plan Administrator of this Plan for
     purposes of the Employee Retirement Income Security Act of 1974.

                    1.2 Deferred Compensation Plan. The term "Deferred
     Compensation Plan" means the Briggs & Stratton Corporation Key Employees
     Savings and Investment Plan and any and all other deferred compensation
     agreements between the Participant and the Employer.

                    1.3 Employer. The term "Employer" means Briggs & Stratton
     Corporation.

                    1.4 Plan. The term "Plan" means the Briggs & Stratton
     Corporation Executive Supplemental Retirement Plan as set forth in this
     document and all subsequent amendments hereto.

                    1.5 Pension Plan. The term "Pension Plan" means the Briggs &
     Stratton Retirement Plan as amended from time to time.

                    1.6 Service. The term "Service" has the same meaning as
     defined in Section 3.2 of the Pension Plan.










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                                   ARTICLE II
                                   Eligibility

                   2.1 Persons Eligible As Participants Under The Plan. Each
corporate officer who is a Participant in the Pension Plan shall be a
Participant in this Plan. The Plan does not cover any person who terminated
employment with the Employer prior to August 15, 1989.














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                                   ARTICLE III
                               Retirement Benefits

                  3.1      Time of Commencement and Amount.

                  (a) Normal or Late Retirement. In the case of a Participant
who terminates employment with the Employer on or after his 65th birthday, his
pension benefit hereunder shall commence on the first day of the month next
following the date of his termination of employment.

                  (b) Early Retirement. In the case of a Participant who
terminates employment with the Employer prior to his 65th birthday but on or
after his 55th birthday and after completing at least 10 but less than 30 years
of Service, his pension benefit hereunder shall commence on either (i) the first
day of the month following the later of (A) the date of his termination of
employment or (B) his 62nd birthday or, if earlier, the date he would have
completed 30 years of Service or (ii) if consented to by the Committee in its
discretion, the first day of any month following the date of his termination of
employment.

                  (c) Special Early Retirement. In the case of a Participant who
terminates employment with the Employer prior to his 65th birthday but after
completing 30 years of Service, his pension benefit hereunder shall commence on
the first day of the month following his termination of employment.

                  (d) Disability Retirement. In the case of a Participant who
terminates employment with the Employer prior to his 65th birthday but on or
after incurring a Disability as defined in Section 2.3(1) of the Pension Plan
and after completing 10 years of Service, his pension benefit hereunder shall
commence on the first day of the month following the date of his termination of
employment.

                  (e) In the case of Normal, Late, Early, Special Early and
Disability Retirement, the amount of monthly pension payable as a single life
pension shall be (i) the amount of monthly pension which would have been payable
to him under the Pension Plan as a single life monthly pension based on his
retirement on the same date and commencement of his benefits on the same date if
the provisions of Internal Revenue Code Sections 401(a)(17) and 415 did not
exist, if he had made no deferrals under the Deferred Compensation Plan and if
the benefit formula under the Pension Plan contained a multiplier of 2.1%
(rather than 1.6%) minus (ii) the amount of pension, expressed as a single life
monthly pension, actually payable to him under the Pension Plan based on his
retirement on the same date and assuming benefits commence on the same date.

                  (f) Termination of Employment.

                  (l) In the case of a Participant who terminates employment
with the Employer prior to his 65th birthday and prior to completing 10 years of
Service, his pension benefit hereunder shall commence on the first day of the
month next following the date he attains age 65.



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                  (2) In the case of a Participant who terminates employment
with the Employer prior to his 55th birthday after completing at least 10 but
less than 30 years of Service, his pension benefit hereunder shall commence (i)
on the first day of the month next following the date he attains age 65 or (ii)
if consented to by the Committee in its discretion, the first day of any month
next following his 55th birthday and prior to his 65th birthday requested by the
Participant.

                  (3) If benefits become payable under paragraphs (f)(l) or
(f)(2), the amount of such monthly pension payable as a single life pension
shall be (i) the amount of monthly pension which would have been payable to him
under the Pension Plan as a single life monthly pension based on his termination
on the same date and assuming commencement of benefits on the same date if the
provisions of Internal Revenue Code Sections 401 (a)(17) and 415 did not exist,
if he had made no deferrals under the Deferred Compensation Plan, if the benefit
formula under the Pension Plan contained a multiplier of 2.1% (rather than 1.6%)
and if the Pension Plan did not require completion of 5 years of Service to be
eligible for a benefit minus (ii) the amount of pension, expressed as a single
life monthly pension, actually payable to him under the Pension Plan based on
his termination on the same date and assuming benefits under the Pension Plan
commence on the same date (or, in the case of a Participant with less than 5
years of Service, the amount which would have been payable under the Pension
Plan if it had not required completion of 5 years of Service by the Participant
in order for a pension to be payable).

                  3.2 Manner of Payment. If the Participant is unmarried at the
time his pension benefit commences, his pension benefit shall be payable to him
in the form of a single life monthly pension. If the Participant is married at
the time his pension benefit commences, instead of receiving a single life
monthly pension he shall receive a Joint and Survivor Pension. The Joint and
Survivor Pension shall be a reduced monthly pension payable to the Participant
for his life with a continuing pension payable after his death to his surviving
spouse for her life in an amount equal to 50% of the reduced benefit payable
during the life of the Participant. Such Joint and Survivor Pension shall be the
actuarial equivalent of the single life monthly pension which would be payable
to the Participant if he were unmarried. If so requested by the Participant and
consented to by the Committee in its discretion, the Plan shall pay the benefit
of a Participant for which the Participant is eligible in the form of a single
life monthly pension or in one of the optional forms of benefit payable under
Section 3.04 of the Pension Plan which is the actuarial equivalent of the single
life monthly pension otherwise payable to the Participant hereunder. Actuarially
equivalent benefits shall be determined under the factors set forth for
determining actuarial equivalency in the Pension Plan.

                  3.3 Pre-retirement Spousal Survivor Annuity.

                  (a) If any married Participant (including a terminated
Participant) who has not met the age and service requirements to begin receiving
a pension under Section 3.1(a), (b) or (c) dies before starting to receive
payments hereunder, then his surviving spouse, if any, shall be entitled to a
monthly benefit for life.

                  (b) Provided that the surviving spouse survives to such
commencement date, payment of such benefit will commence on (i) the first day of
the month following the Participant's



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or former Participant's date of death or, if later, 55th birthday or (ii) in the
case of a Participant or former Participant who had not completed at least 10
years of Service, the first day of the month following the 65th birthday of the
Participant or former Participant.

                  (c) The amount of such monthly benefit for life shall be an
amount equal to (i) what such spouse would have received as a survivor annuity
under the Pension Plan, based on the Participant's Service and the benefit
formula in effect under the Pension Plan on the date of his death or, if
earlier, the date of his termination of employment, if the Participant had
survived to and commenced to receive his pension on the later of his 55th
birthday (65th birthday if the Participant had not completed at least 10 years
of Service) or date of death in the Joint and Survivor Pension form, as
described in Section 3.2, and died on the next day if the provisions of Internal
Revenue Code Sections 401(a)(17) and 415 did not exist, if the Participant had
made no deferrals under the Deferred Compensation Plan, if the benefit formula
under the Pension Plan contained a multiplier of 2.1% (rather than 1.6%) and if
the Pension Plan did not require completion of 5 years of Service for this
benefit to apply minus (ii) the amount of any survivor annuity actually payable
to the spouse under the Pension Plan based on the Participant's death on the
same date and assuming the survivor annuity commenced on the same date (or, in
the case of a Participant with less than 5 years of Service, the amount which
would have been payable under the Pension Plan if it had not required completion
of 5 years of Service by the Participant in order for the survivor annuity to be
payable).

                  (d) In addition to the payments otherwise due under paragraphs
(a), (b) and (c), if the Participant had completed at least 10 years of Service
and dies prior to what would have been the Participant's 55th birthday, then
until the Participant's 55th birthday the Participant's spouse shall be entitled
to receive a monthly amount of benefit which shall be computed as described
under paragraph (c) above as though the Participant's 55th birthday coincided
with the date of the Participant's death and the offset described in clause (ii)
of paragraph (c) above did not exist. Then, however, once the 55th anniversary
of the date of the Participant's birth occurs, benefits which would otherwise
have commenced under paragraphs (a), (b) and (c) above shall not commence until
the total dollar amount of omitted benefits equals the total dollar amount of
benefits paid under this paragraph (d) until the Participant's 55th birthday. On
the first of the month following the date the full amount of pre-age 55 payments
have been recouped by withholding after age 55, payments shall commence under
this Plan to the spouse in the same monthly amount as would have been payable to
the spouse under paragraph (c) above from that day forward had benefits only
commenced to the spouse on the 55th anniversary of the Participant's date of
birth.

                  3.4 Pre-retirement Death Benefit.

                  (a) If any Participant (including any former Participant) who
has met the age and service requirements for a pension under Section 3.1(a), (b)
or (c) dies before starting to receive payments hereunder, then his surviving
beneficiary, if any, shall be entitled to a survivor benefit.

                  (b) Payment of such benefit will commence on the first day of
the month following the Participant's or former Participant's date of death.





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                  (c) The amount of such survivor benefit shall be an amount
equal to (i) what such beneficiary would have received as a survivor benefit
under the Pension Plan if the Participant had terminated employment on the day
before his death and commenced to receive benefits on that day under whichever
of Section 3.1(a), (b) or (c) would have been applicable calculated on the
assumption that the provisions of Internal Revenue Code Sections 401 (a)(17) and
415 did not exist, the Participant had made no deferrals under the Deferred
Compensation Plan and the benefit formula under the Pension Plan contained a
multiplier of 2.1% (rather than 1.6%) minus (ii) the amount of survivor benefit
actually payable to the beneficiary under the Pension Plan based on the
Participant's death on the same date and assuming the survivor benefit commenced
on the same date.

                  (d) The beneficiary shall be the same beneficiary as
designated by the Participant for purposes of Section 6.3 of the Pension Plan
(or, in the case of death after termination of employment, the beneficiary in
effect under Section 6.4 of the Pension Plan) and the form of payment shall be
the same form as in effect under Section 6.3 of the Pension Plan (or, in the
case of death after termination of employment, the same form as in effect under
Section 6.4 of the Pension Plan).

                  3.5 Interpretation.

                  (a) With the exception of the fact that this Plan pays a
benefit to an individual who terminates employment or dies prior to completion
of 5 years of Service, it is the intention of the Employer that the benefits
provided to the Participant and any beneficiary under this Plan and the Pension
Plan together shall be no greater than would have been provided to the
Participant and any beneficiary under the terms of the Pension Plan if the
Participant had at all times been covered under the Pension Plan in accordance
with its rules had the limitations of Internal Revenue Code Sections 415 and
401(a)(17) not existed and if the Participant had made no deferrals under the
Deferred Compensation Plan (and if the formula in effect under the Pension Plan
contained a multiplier of 2.1% rather than 1.6%). In the event that an
individual's pension is increased under the Pension Plan after such individual
commences to receive benefits hereunder, such increase shall be taken into
account and shall reduce the remaining payments due the individual hereunder or,
if the individual has received payment from this Plan in a lump sum, such
individual shall be obligated to make monthly payments to the Employer equal to
the monthly amounts by which the individual's payments from the Pension Plan
have increased.

                  (b) In computing the benefits which would be payable under
this Plan in the absence of the offset for benefits payable under the Pension
Plan, Exhibit A of the Pension Plan and the last sentence of the first paragraph
in Section 2.3 of the Pension Plan shall be ignored. However, in computing the
amount of offset for amounts payable under the Pension Plan all amounts payable
under the Pension Plan shall be taken into account including amounts payable
under the Pension Plan as a result of Exhibit A of the Pension Plan and the last
sentence of the first paragraph of Section 2.3 of the Pension Plan.

                  3.6 Commutation of Benefit. The Committee, in its discretion,
may determine to commute the benefits otherwise payable to a Participant or
beneficiary hereunder, i.e., the Committee may direct that in lieu of the
benefit otherwise payable to a Participant or a beneficiary

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hereunder, the Plan shall pay such individual a single lump sum cash payment
which is the actuarial equivalent of the benefit otherwise payable. Actuarial
equivalency shall be determined under the factors set forth in the Pension Plan.

                  3.7 Committee Discretion. As to the exercise of its discretion
under this Plan, the Committee shall in no way be bound by past precedent in
connection with other Participants, i.e., the fact that it may have directed an
earlier payment commencement date or an alternative form of payment for one
Participant shall not in any way obligate the Committee to reach a similar
decision for any subsequent Participant. Any Committee member who is also a
Participant in this Plan shall not be authorized to vote or otherwise
participate in the decision regarding the time or form of payment of that
individual's benefit.





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                                   ARTICLE IV
                            Amendment and Termination

                  4.1 Amendment and Termination. Briggs & Stratton Corporation
may amend or terminate this Plan at any time through action of its Board of
Directors. If the Plan is terminated no further benefits shall accrue hereunder.
However, unless necessary to conform to any present or future federal or state
law or regulation, amendment or termination may not result in a reduction of
benefits of a Participant (or his surviving spouse) who is already receiving
benefits, nor may amendment or termination result in a Participant who is still
in active service (or his surviving spouse) receiving a benefit hereunder
smaller than that to which he would have been entitled had the Participant
terminated employment on the day prior to the effective date of such amendment
or termination. The delegation of authority to the Committee in Section 1.1 and
Article V does not extend to this Section 4.1.

                  4.2 Acceleration.

                  The Committee may direct payment of a Participant's benefits
in an actuarially equivalent lump sum before they otherwise would be payable
hereunder at any time after the Plan is terminated or if, based on notification
from the Internal Revenue Service or a review by the Committee in light of
Internal Revenue Service guidance, the Committee determines that a Participant
has or will recognize income for federal income tax purposes with respect to
amounts that are or will be payable under the Plan before they are to be paid.
Further, the Committee may direct payment of a Participant's benefits in an
actuarially equivalent lump sum before they otherwise would be payable and may
terminate a Participant's participation in the Plan if, based on notification
from the Department of Labor or a review by the Committee in light of Department
of Labor guidance, the Committee determines that an individual's participation
in the Plan jeopardizes the Plan's status as a plan described in Section 9.6
hereof.



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                                    ARTICLE V
                                 Administration

                   5.1 In General. The Committee has such powers as may be
necessary to direct the general administration of the Plan, including the powers
given to it elsewhere in this document and including (but not by way of
limitation) the following powers:

                  (a)      to construe and interpret the Plan and to make
                           equitable adjustments for any mistakes or errors made
                           in the administration thereof;

                  (b)      to prescribe such procedures, rules and regulations
                           as it shall deem necessary or proper for the
                           efficient administration of the Plan or any of its
                           duties hereunder;

                  (c)      to decide questions of eligibility and determine the
                           amount, manner and time of payment of any benefits
                           and to direct the payment of the same by the
                           Employer;

                  (d)      to prescribe the form and manner of application for
                           any benefits hereunder and forms to be used in the
                           general administration hereof; and

                  (e)      to receive from the Employer and Participants or
                           their beneficiaries such information as shall be
                           necessary for the proper administration of the Plan.

                  5.2 Committee Discretion. The Committee has full and complete
discretionary authority to determine eligibility for benefits, to construe the
terms of the Plan and to decide any matter presented through the claims review
procedure. Any final determination by the Committee shall be binding on all
parties and afforded the maximum deference allowed by law. If challenged in
court, such determination shall not be subject to de novo review and shall not
be overturned unless proven to be arbitrary and capricious upon the evidence
considered by the Committee at the time of such determination.

                  5.3 Committee Members' Conflict of Interest. A member of the
Committee who is covered hereunder may not vote or decide upon any matter
relating solely to himself or vote in any case in which his individual right to
any benefit under the Plan is particularly involved nor may a member of the
Board who is covered hereunder vote to amend the Plan regarding the timing of
distributions or vote with respect to direct or indirect termination of the
Plan. Decisions shall be made by remaining Committee or Board members even if
there is no quorum under normal Committee or Board rules.

                   5.4 Governing Law. This Plan shall be construed in accordance
with the laws of the State of Wisconsin to the extent not preempted by the
provisions of the Employee Retirement Income Security Act of 1974 or other
federal law.



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                  5.5 Expenses. All expenses and costs incurred in connection
with the administration and operation of the Plan shall be borne by the Employer
and/or the Trust.

                  5.6 Minor or Incompetent Payees. If a person to whom a
benefit is payable is a minor or is otherwise incompetent by reason of a
physical or mental disability, the Committee may cause the payments due to such
person to be made to another person for the first person's benefit without any
responsibility to see to the application of such payment. Such payments shall
operate as a complete discharge of the obligations to such person under the
Plan.

                  5.7 Withholding. To the extent required by law, the Employer
shall withhold any taxes required to be withheld by the federal or any state or
local government from payments made hereunder or from other amounts paid to the
Participant by the Employer. To the extent that FICA taxes are required to be
withheld from the Participant with respect to amounts credited under this Plan
and no amounts are to be paid to the Participant hereunder or otherwise from the
Employer from which such FICA taxes may be withheld, then the Employer shall pay
such FICA taxes and the Participant's benefit hereunder shall be reduced by the
amount of the FICA tax paid.

                  5.8 Indemnification. Except as otherwise provided by law,
neither the Board or the Committee nor any individual member of the Board or the
Committee, nor the Employer, nor any officer, shareholder or employee of the
Employer shall be liable for any error of judgment, action or failure to act
hereunder or for any good faith exercise of discretion, excepting only liability
for gross negligence or willful misconduct. Such individuals and entities shall
be indemnified and held harmless by the Employer against any and all claims,
damages, liabilities, costs and expenses (including attorneys' fees) arising by
reason of any good faith error of omission or commission with respect to any
responsibility, duty or action hereunder. Nothing herein contained shall
preclude the Employer from purchasing insurance to cover potential liability of
one or more persons who serve in an administrative capacity with respect to the
Plan.








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                                   ARTICLE VI
                                Benefits Unfunded

                  6.1 Unsecured Claim. The right of any individual to receive
payment under the provisions of this Plan shall be an unsecured claim against
the general assets of the Employer, and no provisions contained in this Plan,
nor any action taken pursuant to this Plan, shall be construed to give any
individual at any time a security interest in any asset of the Employer, of any
affiliated company, or of the stockholders of the Employer. The liabilities of
the Employer to any individual pursuant to this Plan shall be those of a debtor
pursuant to such contractual obligations as are created by this Plan and to the
extent any person acquires a right to receive payment from the Employer under
this Plan, such right shall be no greater than the right of any unsecured
general creditor of the Employer.

                  6.2 Grantor Trust Only. Benefits under this Plan are payable
solely from the general assets of the Employer. The rights of Participants and
beneficiaries hereunder shall not constitute or be treated as a trust fund of
any kind. Title to and beneficial ownership of any assets which the Employer may
earmark to pay deferred compensation hereunder shall at all times remain in the
Employer and Participants and beneficiaries hereunder shall have no interest in
any specific assets of the Employer by virtue of this Plan. Notwithstanding the
foregoing, the Employer intends to finance its obligation hereunder via the
Trust Agreement dated January 31, 1995 between the Employer and Johnson Heritage
Trust Company (the "Trust"), which is intended to be a grantor trust, in the
event of a Change of Control Event as defined in such Trust. It is the intention
of all parties involved that the arrangements be unfunded for tax purposes and
for purposes of Title I of ERISA. The Trust and any assets held by the Trust to
assist it in meeting its obligations under the Plan are intended to conform to
the terms of the model trust requirements set forth in Revenue Procedure 92-64
issued by the Internal Revenue Service.








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                                   ARTICLE VII
                            Nonalienation of Benefits

                  All benefits payable hereunder are for the sole use and
benefit of the Participants and their beneficiaries and, to the extent permitted
by law, shall be free, clear and discharged of and from, and are not to be in
any way liable for, debts, contracts or agreements, now contracted or which may
hereafter be contracted and from all claims and liabilities now or hereafter
incurred by any Participant or beneficiary covered by this Plan. No Participant
or beneficiary covered by this Plan shall have the right to anticipate,
surrender, encumber, alienate or assign, whether voluntarily or involuntarily,
any of the benefits to become due hereunder unto any person or persons upon any
terms whatsoever, and any attempt to do so shall be void.



















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                                  ARTICLE VIII
                                Claims Procedure

                  8.1 Claims. If the Participant or the Participant's
beneficiary (hereinafter referred to as "claimant") believes he is being denied
any benefit to which he is entitled under this Plan for any reason, he may file
a written claim with the member of the Committee designated as the claims
administrator. The claims administrator shall review the claim and notify the
claimant of his decision within 90 days of receipt of such claim, unless the
claimant receives written notice prior to the end of the 90 day period stating
that special circumstances require an extension of the time for decision. The
claim administrator's decision shall be in writing, sent by first class mail to
the claimant's last known address, and if a denial of the claim, shall contain
the specific reasons for the denial, reference to pertinent provisions of the
Plan on which the denial is based, a description of any additional information
or material necessary to perfect the claim, and an explanation of the claims
review procedure.

                  8.2 Review Procedure. A claimant is entitled to request the
entire Committee to review any denial by written request to the Committee within
60 days of receipt of the denial. Absent a request for review within the 60-day
period, the claim will be deemed to be conclusively denied. The Committee shall
afford the claimant or his authorized representative the opportunity to review
all pertinent documents and submit issues and comments in writing and shall
render a review decision in writing, all within 60 days after receipt of a
request for review (provided that in special circumstances the Committee may
extend the time for decision by not more than 60 days upon written notice to the
claimant). The Committee's review decision shall contain specific reasons for
the decision and reference to the pertinent provisions of the Plan.




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                                   ARTICLE IX
                                  Miscellaneous

                   9.1 No Right to Continued Employment. Neither participation
in this Plan, nor the payment of any benefit hereunder, shall be construed as
giving to the Participant any right to be retained in the service of the
Employer, or limiting in any way the right of the Employer to terminate the
Participant's employment at any time. Nor does the participation in this Plan
guarantee the Participant the right to receive any specific amount of
compensation or bonus, such amount being determined solely under such applicable
compensation or bonus arrangement as established by the Employer.

                   9.2 Impact on Other Plans. No amounts credited to any
Participant under this Plan and no amounts paid from this Plan will be taken
into account as "wages", "salary", "base pay" or any other type of compensation
when determining the amount of any payment or allocation, or for any other
purpose, under any other qualified or nonqualified pension or profit sharing
plan of the Employer or other plan or program of the Employer, except as
otherwise may be specifically provided by such plan or program.

                   9.3 Severability. If any provisions of the Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts of the Plan, but this Plan shall be construed and
enforced as if said illegal and invalid provisions had never been included
herein.

                   9.4 Gender and Number. Masculine gender shall include the
feminine, and the singular shall include the plural, unless the context clearly
indicates otherwise.

                   9.5 Evidence Conclusive. The Employer, the Committee and any
person or persons involved in the administration of the Plan shall be entitled
to rely upon any certification, statement, or representation made or evidence
furnished by any person with respect to any facts required to be determined
under any of the provisions of the Plan, and shall not be liable on account of
the payment of any monies or the doing of any act or failure to act in reliance
thereon. Any such certification, statement, representation, or evidence, upon
being duly made or furnished, shall be conclusively binding upon the person
furnishing it but not upon the Employer, the Committee or any other person
involved in the administration of the Plan. Nothing herein contained shall be
construed to prevent any such parties from contesting any such certification,
statement, representation, or evidence or to relieve any person from the duty of
submitting satisfactory proof of any fact.

                   9.6 Status of Plan Under ERISA. The Plan is intended to be an
unfunded plan maintained by an Employer primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees, as described in Section 201(2), Section 301(a)(3), Section 401(a)(1)
and Section 402 1(b)(6) of the Employee Retirement Income Security Act of 1974,
as amended.



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                  9.7 Name and Address Changes. Each Participant shall keep his
name and address on file with the Employer and shall promptly notify the
Employer of any changes in his name or address. All notices required or
contemplated by this Plan shall be deemed to have been given to a Participant if
mailed with adequate postage prepaid thereon addressed to him at his last
address on file with the Employer. If any check in payment of a benefit
hereunder (which was mailed to the last address of the payee as shown on the
Employer's records) is returned unclaimed, further payments shall be
discontinued unless evidence is furnished that the recipient is still alive.

                   9.8 Limitations on Provisions. The provisions of the Plan and
any benefits payable hereunder shall be limited as described herein. Any benefit
payable under the Pension Plan shall be paid solely in accordance with the terms
and provisions of the Pension Plan, and nothing in the Plan shall operate or be
construed in any way to modify, amend, or affect the terms and provisions of the
Pension Plan.

                   9.9 Identity of Payee. If at any time any doubt exists as to
the identity of any person entitled to payment of any benefit hereunder or as to
the amount or time of any such payment, such sum shall be held by the Employer
until such doubt is cured or the Employer may pay such sum into a court of
competent jurisdiction in accordance with any lawful procedure in such case made
and provided.







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