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                                                                     EXHIBIT 4.6

                   NATCO GROUP PROFIT SHARING AND SAVINGS PLAN

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2002)

WHEREAS, NATIONAL TANK COMPANY (the "Company") has heretofore adopted the NATCO
GROUP PROFIT SHARING AND SAVINGS PLAN, hereinafter referred to as the "Plan,"
for the benefit of its employees; and

WHEREAS, the Company has heretofore entered into a trust agreement with the
Trustee establishing a trust to hold and invest contributions made under the
Plan and from which benefits have been distributed under the Plan; and

WHEREAS, the Company desires to restate the Plan and to amend the Plan in
several respects, intending thereby to provide an uninterrupted and continuing
program of benefits;

NOW THEREFORE, the Plan is hereby restated in its entirety as follows with no
interruption in time, effective as of January 1, 2002, except as otherwise
indicated herein:

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                                TABLE OF CONTENTS

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<S>                                                                                            <C>
I. DEFINITIONS AND CONSTRUCTION

         1.1      Definitions...............................................................     1
                  (1)      Account(s).......................................................     1
                  (2)      Act..............................................................     1
                  (3)      After-Tax Account................................................     1
                  (4)      Axsia Plan.......................................................     1
                  (5)      Before-Tax Account...............................................     1
                  (6)      Before-Tax Contributions.........................................     1
                  (7)      Benefit Commencement Date........................................     1
                  (8)      Code.............................................................     1
                  (9)      Committee........................................................     1
                  (10)     Company..........................................................     1
                  (11)     Company Stock....................................................     1
                  (12)     Compensation.....................................................     1
                  (13)     Controlled Entity................................................     2
                  (14)     Cynara Plan......................................................     2
                  (15)     Direct Rollover..................................................     2
                  (16)     Directors........................................................     2
                  (17)     Distributee......................................................     2
                  (18)     Effective Date...................................................     2
                  (19)     Eligible Employee................................................     3
                  (20)     Eligible Retirement Plan.........................................     3
                  (21)     Eligible Rollover Distribution...................................     3
                  (22)     Employee.........................................................     3
                  (23)     Employer.........................................................     3
                  (24)     Employer Contribution Account....................................     3
                  (25)     Employer Contributions...........................................     4
                  (26)     Employer Discretionary Account...................................     4
                  (27)     Employer Discretionary Contributions.............................     4
                  (28)     Employer Matching Account........................................     4
                  (29)     Employer Matching Contributions..................................     4
                  (30)     Employment Commencement Date.....................................     4
                  (31)     Entry Date.......................................................     4
                  (32)     Highly Compensated Employee......................................     4
                  (33)     Hour of Service..................................................     5
                  (34)     Investment Fund..................................................     5
                  (35)     Leased Employee..................................................     5
                  (36)     Normal Retirement Date...........................................     5
                  (37)     One-Year Break-in-Service........................................     5
                  (38)     Participant......................................................     5
                  (39)     Participation Service............................................     5
                  (40)     Period of Service................................................     5
                  (41)     Period of Severance..............................................     6
                  (42)     Plan.............................................................     6
                  (43)     Plan Year........................................................     6
                  (44)     Reemployment Commencement Date...................................     6
                  (45)     Rollover Contribution Account....................................     6
                  (46)     Rollover Contributions...........................................     6
                  (47)     Service..........................................................     6
                  (48)     Severance from Service Date......................................     6
                  (49)     Trust............................................................     6
                  (50)     Trust Agreement..................................................     6
                  (51)     Trust Fund.......................................................     6
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<S>                                                                                             <C>
                  (52)     Trustee..........................................................     6
                  (53)     Vested Interest..................................................     6
                  (54)     Vesting Service..................................................     6
         1.2      Number and Gender.........................................................     7
         1.3      Headings..................................................................     7
         1.4      Construction..............................................................     7

II. PARTICIPATION

         2.1      Eligibility...............................................................     7
         2.2      Participation Service.....................................................     7

III. CONTRIBUTIONS

         3.1      Before-Tax Contributions..................................................     8
         3.2      Employer Matching Contributions...........................................     9
         3.3      Restrictions on Employer Matching Contributions...........................    10
         3.4      Employer Discretionary Contributions......................................    10
         3.5      Return of Contributions...................................................    10
         3.6      Disposition of Excess Deferrals and Excess Contributions..................    10
         3.7      Rollover Contributions....................................................    11
         3.8      Form of Employer Contribution.............................................    12

IV. ALLOCATIONS AND LIMITATIONS

         4.1      Suspended Amounts.........................................................    12
         4.2      Allocation of Contributions to Accounts...................................    12
         4.3      Application of Forfeitures................................................    12
         4.4      Valuation of Accounts.....................................................    12
         4.5      Limitations and Corrections...............................................    12

V. INVESTMENT OF ACCOUNTS

         5.1      Investment of Accounts....................................................    14
         5.2      Restriction on Acquisition of Company Stock...............................    14
         5.3      Pass-Through Voting of Company Stock......................................    15
         5.4      Stock Splits, Stock Dividends, and Recapitalizations......................    15

VI. RETIREMENT BENEFITS

         6.1      Retirement Benefits.......................................................    15

VII. DISABILITY BENEFITS

         7.1      Disability Benefits.......................................................    15
         7.2      Total and Permanent Disability Determined.................................    15

VIII. PRE-RETIREMENT TERMINATION BENEFITS AND DETERMINATION OF VESTED INTEREST

         8.1      No Benefits Unless Herein Set Forth.......................................    15
         8.2      Pre-Retirement Termination Benefit........................................    15
         8.3      Determination of Vested Interest..........................................    16
         8.4      Crediting of Vesting Service..............................................    16
         8.5      Forfeiture of Vesting Service.............................................    16
         8.6      Forfeitures of Nonvested Account Balance..................................    16
         8.7      Restoration of Forfeited Account Balance..................................    17
         8.8      Special Formula for Determining Vested Interest for Partial Accounts......    17

IX. DEATH BENEFITS

         9.1      Death Benefits............................................................    17
         9.2      Designation of Beneficiaries..............................................    18
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<S>                                                                                             <C>
X. TIME AND FORM OF PAYMENT OF BENEFITS

         10.1     Determination of Benefit Commencement Date................................    18
         10.2     Form of Payment and Payee.................................................    20
         10.3     Direct Rollover Election..................................................    20
         10.4     Cash-Out of Benefit.......................................................    20
         10.5     Unclaimed Benefits........................................................    20
         10.6     Claims Review.............................................................    20

XI. IN-SERVICE WITHDRAWALS

         11.1     In-Service Withdrawals....................................................    23
         11.2     Restriction on In-Service Withdrawals.....................................    24
         11.3     Withdrawals of Prior Plan Amounts.........................................    25

XII. LOANS

         12.1     Eligibility for Loan......................................................    25
         12.2     Maximum Loan..............................................................    25

XIII. ADMINISTRATION OF THE PLAN

         13.1     Appointment of Committee..................................................    26
         13.2     Term, Vacancies, Resignation, and Removal.................................    26
         13.3     Officers, Records, and Procedures.........................................    26
         13.4     Meetings..................................................................    26
         13.5     Self-Interest of Members..................................................    26
         13.6     Compensation and Bonding..................................................    26
         13.7     Committee Powers and Duties...............................................    26
         13.8     Employer to Supply Information............................................    27
         13.9     Temporary Restrictions....................................................    27
         13.10    Indemnification...........................................................    27

XIV. TRUSTEE AND ADMINISTRATION OF TRUST FUND

         14.1     Appointment, Resignation, Removal, and Replacement of Trustee.............    28
         14.2     Trust Agreement...........................................................    28
         14.3     Payment of Expenses.......................................................    28
         14.4     Trust Fund Property.......................................................    28
         14.5     Distributions from Participants' Accounts.................................    28
         14.6     Payments Solely from Trust Fund...........................................    28
         14.7     No Benefits to the Employer...............................................    28

XV. FIDUCIARY PROVISIONS

         15.1     Article Controls..........................................................    29
         15.2     General Allocation of Fiduciary Duties....................................    29
         15.3     Fiduciary Duty............................................................    29
         15.4     Delegation of Fiduciary Duties............................................    29
         15.5     Investment Manager........................................................    29

XVI. AMENDMENTS

         16.1     Right to Amend............................................................    30
         16.2     Limitation on Amendments..................................................    30

XVII. DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION, PARTIAL TERMINATION, AND
      MERGER OR CONSOLIDATION

         17.1     Right to Discontinue Contributions, Terminate, or Partially Terminate.....    30
         17.2     Procedure in the Event of Discontinuance of Contributions,
                  Termination, or Partial Termination.......................................    30
         17.3     Merger, Consolidation, or Transfer........................................    31
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<S>                                                                                             <C>
XVIII. PARTICIPATING EMPLOYERS

         18.1     Designation of Other Employers............................................    31
         18.2     Single Plan...............................................................    31

XIX. MISCELLANEOUS PROVISIONS

         19.1     Not Contract of Employment................................................    31
         19.2     Alienation of Interest Forbidden..........................................    32
         19.3     Uniformed Services Employment and Reemployment Rights Act Requirements....    32
         19.4     Payments to Minors and Incompetents.......................................    32
         19.5     Acquisition and Holding of Company Stock..................................    32
         19.6     Participant's and Beneficiary's Addresses.................................    32
         19.7     Incorrect Information, Fraud, Concealment, or Error.......................    32
         19.8     Severability..............................................................    32
         19.9     Jurisdiction..............................................................    32

XX. TOP-HEAVY STATUS

         20.1     Article Controls..........................................................    33
         20.2     Definitions...............................................................    33
         20.3     Top-Heavy Status..........................................................    34
         20.4     Termination of Top-Heavy Status...........................................    35
         20.5     Effect of Article.........................................................    35
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                                       I.
                          DEFINITIONS AND CONSTRUCTION

         1.1.DEFINITIONS. Where the following capitalized words and phrases
appear in the Plan, they shall have the respective meanings set forth below,
unless their context clearly indicates to the contrary.

                  (1)      ACCOUNT(s): A Participant's After-Tax Account,
         Before-Tax Account, Employer Contribution Account, Employer
         Discretionary Account, Employer Matching Account, and/or Rollover
         Contribution Account, including the amounts credited thereto.

                  (2)      ACT: The Employee Retirement Income Security Act of
         1974, as amended.

                  (3)      AFTER-TAX ACCOUNT: An individual account for each
         Participant, which is credited with (A) amounts attributable to
         after-tax contributions to the Combustion Engineering, Inc.
         Thrift-Investment Plan, (B) amounts transferred from Participant
         Nondeductible Voluntary Contribution Accounts under the Cynara Plan,
         and (C) amounts transferred from Deposit Accounts under the Axsia Plan,
         and which is credited with (or debited for) such Account's allocation
         of net income (or net loss) and changes in value of the Trust Fund.

                  (4)      AXSIA PLAN: The Axsia Serck Baker 401(k) Plan, which
         was merged into the Plan effective December 31, 2001.

                  (5)      BEFORE-TAX ACCOUNT: An individual account for each
         Participant, which is credited with the sum of (A) the Before-Tax
         Contributions made by the Employer on such Participant's behalf, (B)
         amounts transferred from Elective Deferral Accounts under the Cynara
         Plan, (C) amounts transferred from the Deferral Accounts (also referred
         to as the Salary Reduction Accounts) under the Axsia Plan, and (D)
         amounts transferred from the Deferral Account portions of the Transfer
         Accounts under the Axsia Plan, and which is credited with (or debited
         for) such Account's allocation of net income (or net loss) and changes
         in value of the Trust Fund.

                  (6)      BEFORE-TAX CONTRIBUTIONS: Contributions made to the
         Plan by the Employer on a Participant's behalf in accordance with the
         Participant's elections to defer Compensation under the Plan's
         qualified cash or deferred arrangement as described in Section 3.1.

                  (7)      BENEFIT COMMENCEMENT DATE: With respect to each
         Participant or beneficiary, the date such Participant's or
         beneficiary's benefit is paid to him from the Trust Fund, as determined
         in accordance with Section 10.1.

                  (8)      CODE: The Internal Revenue Code of 1986, as amended.

                  (9)      COMMITTEE: The administrative committee appointed by
         the Directors to administer the Plan.

                  (10)     COMPANY: National Tank Company.

                  (11)     COMPANY STOCK: The common stock of NATCO Group, Inc.

                  (12)     COMPENSATION: The total of all wages, salaries, fees
         for professional service, and other amounts received in cash or in kind
         by a Participant while a Participant for services actually rendered or
         labor performed for the Employer to the extent such amounts are
         includable in gross income, subject to the following adjustments and
         limitations:

                           (A) The following shall be excluded:

                                    (i) Reimbursements and other expense
                           allowances;

                                    (ii) Cash and noncash fringe benefits;

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                                    (iii) Moving expenses;

                                    (iv) Employer contributions to or payments
                           from this or any other deferred compensation program,
                           whether such program is qualified under section
                           401(a) of the Code or nonqualified;

                                     (v) Welfare benefits;

                                    (vi) Amounts realized from the receipt or
                           exercise of a stock option that is not an incentive
                           stock option within the meaning of section 422 of the
                           Code;

                                    (vii) Amounts realized at the time property
                           described in section 83 of the Code is freely
                           transferable or no longer subject to a substantial
                           risk of forfeiture;

                                    (viii) Amounts realized as a result of an
                           election described in section 83(b) of the Code;

                                    (ix) Any amount realized as a result of a
                           disqualifying disposition within the meaning of
                           section 421(a) of the Code; and

                                    (x) Any other amounts that receive special
                           tax benefits under the Code but are not hereinafter
                           included.

                           (B) Elective contributions made on a Participant's
                  behalf by the Employer that are not includable in income under
                  section 125 or section 402(e)(3) of the Code and any amounts
                  that are not includable in the gross income of a Participant
                  under a salary reduction agreement by reason of the
                  application of section 132(f) of the Code shall be included.

                           (C) The Compensation of any Participant taken into
                  account for purposes of the Plan shall be limited to $200,000
                  for any Plan Year with such limitation to be:

                                    (i) Adjusted automatically to reflect any
                           amendments to section 401(a)(17) of the Code and any
                           cost-of-living increases authorized by section
                           401(a)(17) of the Code; and

                                    (ii) Prorated for a Plan Year of less than
                           12 months and to the extent otherwise required by
                           applicable law.

                  (13)     CONTROLLED ENTITY: Each corporation that is a member
         of a controlled group of corporations, within the meaning of section
         414(b) of the Code, of which the Employer is a member, each trade or
         business (whether or not incorporated) with which the Employer is under
         common control, within the meaning of section 414(c) of the Code, and
         each member of an affiliated service group, within the meaning of
         section 414(m) of the Code, of which the Employer is a member.

                  (14)     CYNARA PLAN: The Cynara Company Savings Plan, which
         was merged into the Plan effective December 31, 1998.

                  (15)     DIRECT ROLLOVER: A payment by the Plan to an Eligible
         Retirement Plan designated by a Distributee.

                  (16)     DIRECTORS: The Board of Directors of the Company.

                  (17)     DISTRIBUTEE: Each (A) Participant entitled to an
         Eligible Rollover Distribution, (B) Participant's surviving spouse with
         respect to the interest of such surviving spouse in an Eligible
         Rollover Distribution, and (C) former spouse of a Participant who is an
         alternate payee under a qualified domestic relations order, as defined
         in section 414(p) of the Code, with regard to the interest of such
         former spouse in an Eligible Rollover Distribution.

                  (18)     EFFECTIVE DATE: January 1, 2002, as to this
         restatement of the Plan, except (A) as otherwise indicated in specific
         provisions of the Plan, (B) that provisions of the Plan required to
         have an earlier effective date by applicable statute and/or regulation
         shall be effective as of the required effective date in such statute
         and/or regulation and shall apply, as of

                                      -2-

<PAGE>

         such required effective date, to any plan merged into this Plan, and
         (C) that provisions hereof affecting the duties of the Trustee shall be
         effective as of the date of execution of this restatement by the
         Trustee. The original effective date of the Plan was September 1, 1989.

                  (19)     ELIGIBLE EMPLOYEE: Each Employee other than (A) an
         Employee whose terms and conditions of employment are governed by a
         collective bargaining agreement, unless such agreement provides for his
         coverage under the Plan, (B) a nonresident alien who receives no earned
         income from the Employer that constitutes income from sources within
         the United States, (C) an Employee who is a Leased Employee or who is
         designated, compensated, or otherwise classified by the Employer as a
         Leased Employee, (D) an Employee who is classified as a "Project
         Employee" under the Employer's classification system, and (E) an
         Employee who has waived participation in the Plan through any means
         including, but not limited to, an Employee whose employment is governed
         by a written agreement with the Employer (including an offer letter
         setting forth the terms and conditions of employment) that provides
         that the Employee is not eligible to participate in the Plan (a general
         statement in the agreement, offer letter, or other communication
         stating that the Employee is not eligible for benefits shall be
         construed to mean that the Employee is not an Eligible Employee).
         Notwithstanding any provision of the Plan to the contrary, no
         individual who is designated, compensated, or otherwise classified or
         treated by the Employer as an independent contractor or other
         non-common law employee shall be eligible to become a Participant in
         the Plan. It is expressly intended that individuals not treated as
         common law employees by the Employer are to be excluded from Plan
         participation even if a court or administrative agency determines that
         such individuals are common law employees.

                  (20)     ELIGIBLE RETIREMENT PLAN: An individual retirement
         account described in section 408(a) of the Code, an individual
         retirement annuity described in section 408(b) of the Code, an annuity
         plan described in section 403(a) of the Code, a qualified plan
         described in section 401(a) of the Code, which under its provisions
         does, and under applicable law may, accept an Eligible Rollover
         Distribution and an annuity contract described in section 403(b) of the
         Code, or an eligible plan under section 457(b) of the Code which is
         maintained by a state, a political subdivision of a state or an agency
         or instrumentality of a state, and which agrees to separately account
         for the amount transferred into such plan from this Plan. The
         definition of Eligible Retirement Plan shall also apply in the case of
         a distribution to a surviving spouse or to a spouse or former spouse
         who is an alternate payee under a qualified domestic relations order,
         as defined in section 414(p) of the Code.

                  (21)     ELIGIBLE ROLLOVER DISTRIBUTION: With respect to a
         Distributee, any distribution of all or any portion of the Accounts of
         a Participant other than (A) a distribution that is one of a series of
         substantially equal periodic payments (not less frequently than
         annually) made for the life (or life expectancy) of the Distributee or
         the joint lives (or joint life expectancies) of the Distributee and the
         Distributee's designated beneficiary or for a specified period of ten
         years or more, (B) a distribution to the extent such distribution is
         required under section 401(a)(9) of the Code, (C) the portion of a
         distribution that is not includable in gross income (determined without
         regard to the exclusion for net unrealized appreciation with respect to
         employer securities), (D) a loan treated as a distribution under
         section 72(p) of the Code and not excepted by section 72(p)(2), (E) a
         loan in default that is a deemed distribution, (F) any corrective
         distribution provided in Sections 3.6 and 4.5(b), (G) from and after
         January 1, 2002, any distribution pursuant to Section 11.1(c), and (H)
         any other distribution so designated by the Internal Revenue Service in
         revenue rulings, notices, and other guidance of general applicability.
         Notwithstanding the foregoing or any other provision of the Plan, a
         portion of a distribution shall not fail to be an Eligible Rollover
         Distribution merely because the portion consists of after-tax employee
         contributions which are not includable in gross income; provided,
         however, that such portion may be transferred only to an individual
         retirement account or annuity described in section 408(a) or (b) of the
         Code or to a qualified defined contribution plan described in section
         401(a) or 403(a) of the Code that agrees to separately account for
         amounts so transferred, including separately accounting for the portion
         of such distribution which is includable in gross income and the
         portion of such distribution which is not so includable.

                  (22)     EMPLOYEE: Each (A) individual employed by the
         Employer and (B) Leased Employee.

                  (23)     EMPLOYER: The Company and each entity that has been
         designated to participate in the Plan pursuant to the provisions of
         Article XVIII.

                  (24)     EMPLOYER CONTRIBUTION ACCOUNT: An individual account
         for each Participant, which is credited with the Employer Contributions
         made on such Participant's behalf for Plan Years beginning prior to
         January 1, 1999, and which is credited with (or debited for) such
         account's allocation of net income (or net loss) and changes in value
         of the Trust Fund.

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                  (25)     EMPLOYER CONTRIBUTIONS: The total of Employer
         Matching Contributions and Employer Discretionary Contributions.

                  (26)     EMPLOYER DISCRETIONARY ACCOUNT: An individual account
         for each Participant, which is credited with the sum of (A) the
         Employer Matching Contributions, if any, made on such Participant's
         behalf pursuant to Section 3.2(c) for Plan Years beginning on or after
         January 1, 1999, (B) the Employer Discretionary Contributions, if any,
         made on such Participant's behalf pursuant to Section 3.4 for Plan
         Years beginning on or after January 1, 1999, (C) amounts transferred
         from Company Qualified Matching Contribution Accounts and Company
         Profit Sharing Contribution Accounts under the Cynara Plan, (D) amounts
         transferred from the Matching Contributions Accounts under the Axsia
         Plan, and (E) amounts transferred from the Company Account portions of
         the Transfer Accounts under the Axsia Plan, and which is credited with
         (or debited for) such account's allocation of net income (or net loss)
         and changes in value of the Trust Fund.

                  (27)     EMPLOYER DISCRETIONARY CONTRIBUTIONS: Contributions
         made to the Plan by the Employer pursuant to Section 3.4.

                  (28)     EMPLOYER MATCHING ACCOUNT: An individual account for
         each Participant, which is credited with the sum of (A) the Employer
         Matching Contributions made on such Participant's behalf pursuant to
         Section 3.2(a) and (b) for Plan Years beginning on or after January 1,
         1999 and (B) amounts transferred from Qualified Nonelective
         Contribution Accounts under the Cynara Plan, and which is credited with
         (or debited for) such account's allocation of net income (or net loss)
         and changes in value of the Trust Fund.

                  (29)     EMPLOYER MATCHING CONTRIBUTIONS: Contributions made
         to the Plan by the Employer pursuant to Section 3.2.

                  (30)     EMPLOYMENT COMMENCEMENT DATE: The date on which an
         individual first performs an Hour of Service.

                  (31)     ENTRY DATE: The first day of each month.

                  (32)     HIGHLY COMPENSATED EMPLOYEE: Each Employee who
         performs services during the Plan Year for which the determination of
         who is highly compensated is being made (the "Determination Year") and
         who:

                                    (A) Is a five-percent owner of the Employer
                           (within the meaning of section 416(i)(1)(A)(iii) of
                           the Code) at any time during the Determination Year
                           or the 12-month period immediately preceding the
                           Determination Year (the "Look-Back Year"); or

                                    (B) For the Look-Back Year

                                             (i) Receives compensation (within
                                    the meaning of section 414(q)(4) of the
                                    Code; "compensation" for purposes of this
                                    Paragraph) in excess of $80,000 (with such
                                    amount to be adjusted automatically to
                                    reflect any cost-of-living adjustments
                                    authorized by section 414(q)(1) of the Code)
                                    during the Look-Back Year; and

                                             (ii) If the Committee elects the
                                    application of this clause in such Look-Back
                                    Year, is a member of the top 20% of
                                    Employees for the Look-Back Year (other than
                                    Employees described in section 414(q)(5) of
                                    the Code) ranked on the basis of
                                    compensation received during the year.

                           For purposes of the preceding sentence, (i) all
                           employers aggregated with the Employer under section
                           414(b), (c), (m), or (o) of the Code shall be treated
                           as a single employer, and (ii) a former Employee who
                           had a separation year (generally, the Determination
                           Year such Employee separates from service) prior to
                           the Determination Year and who was an active Highly
                           Compensated Employee for either such separation year
                           or any Determination Year ending on or after such
                           Employee's 55th birthday shall be deemed to be a
                           Highly Compensated Employee. To the extent that the
                           provisions of this Paragraph are inconsistent or
                           conflict with the definition of a "highly compensated
                           employee" set forth in section 414(q) of the Code and
                           the Treasury regulations thereunder, the relevant
                           terms and provisions of section 414(q) of the Code
                           and the Treasury regulations thereunder shall govern
                           and control.

                                      -4-

<PAGE>

                  (33)     HOUR OF SERVICE: Each hour for which an individual is
         directly or indirectly paid, or entitled to payment, by the Employer or
         a Controlled Entity as an Employee for the performance of duties or for
         reasons other than the performance of duties; provided, however, that
         no more than 501 Hours of Service shall be credited to an individual on
         account of any continuous period during which he performs no duties.
         Such Hours of Service shall be credited to the individual for the
         computation period in which such duties were performed or in which
         occurred the period during which no duties were performed. An Hour of
         Service also includes each hour, not credited above, for which back
         pay, irrespective of mitigation of damages, has been either awarded or
         agreed to by the Employer or a Controlled Entity. These Hours of
         Service shall be credited to the individual for the computation period
         to which the award or agreement pertains rather than the computation
         period in which the award, agreement, or payment is made. The number of
         Hours of Service to be credited to an individual for any computation
         period shall be governed by 29 C.F.R. Sections 2530.200b-2(b) and (c).
         Hours of Service shall also include any hours required to be credited
         by federal law other than the Act or the Code, but only under the
         conditions and to the extent so required by such federal law. Further,
         an individual's Hours of Service shall also include any hours required
         to be credited under section 414(n) of the Code and the applicable
         interpretative authority thereunder while such individual was a Leased
         Employee (or would have been a Leased Employee but for the requirements
         of clause (A) of the definition of such term set forth in Section
         1.1(35)). In addition, the Committee, in its discretion, may credit
         individuals with Hours of Service based on employment with an entity
         other than the Employer, but only if and when such individual becomes
         an Eligible Employee and only if such crediting of Hours of Service (A)
         has a legitimate business reason, (B) does not by design or operation
         discriminate significantly in favor of Highly Compensated Employees,
         and (C) is applied to all similarly-situated Eligible Employees.

                  (34)     INVESTMENT FUND: Investment funds made available from
         time to time for the investment of plan assets as described in Article
         V.

                  (35)     LEASED EMPLOYEE: Each person who is not an employee
         of the Employer or a Controlled Entity but who performs services for
         the Employer or a Controlled Entity pursuant to an agreement (oral or
         written) between the Employer or a Controlled Entity and any leasing
         organization, provided that (A) such person has performed such services
         for the Employer or a Controlled Entity or for related persons (within
         the meaning of section 144(a)(3) of the Code) on a substantially
         full-time basis for a period of at least one year and (B) such services
         are performed under primary direction or control by the Employer or a
         Controlled Entity.

                  (36)     NORMAL RETIREMENT DATE: The date a Participant
         attains the age of 65.

                  (37)     ONE-YEAR BREAK-IN-SERVICE: Any Plan Year during which
         an individual has less than 501 Hours of Service. Solely for purposes
         of determining whether a One-Year Break-in-Service has occurred, an
         Hour of Service shall include each normal work hour, not otherwise
         credited in Section 1.1(33), during which an individual is absent from
         work by reason of the individual's pregnancy, the birth of a child of
         the individual, the placement of a child with the individual in
         connection with the adoption of such child by the individual, or for
         purposes of caring for such child for the period immediately following
         such birth or placement. The Committee may in its discretion require,
         as a condition to the crediting of Hours of Service under the preceding
         sentence, that the individual furnish appropriate and timely
         information to the Committee establishing the reason for any such
         absence. Such Hours of Service shall be credited to the individual for
         the computation period in which the absence from work begins if such
         crediting is necessary to prevent the occurrence of a One-Year
         Break-in-Service in such computation period; otherwise such Hours of
         Service shall be credited to the individual in the next following
         computation period.

                  (38)     PARTICIPANT: Each individual who (A) has met the
         eligibility requirements for participation in the Plan pursuant to
         Article II or (B) has made a Rollover Contribution in accordance with
         Section 3.7, but only to the extent provided in Section 3.7. For
         purposes of Article V only, the beneficiary of a deceased Participant
         and any alternate payee under a qualified domestic relations order (as
         defined in Section 19.2) shall have the rights of a Participant.

                  (39)     PARTICIPATION SERVICE: The measure of service used in
         determining an Employee's eligibility to participate in the Plan as
         determined pursuant to Section 2.2.

                  (40)     PERIOD OF SERVICE: Each period of an individual's
         Service commencing on his Employment Commencement Date or a
         Reemployment Commencement Date, if applicable, and ending on a
         Severance from Service Date.

                                      -5-

<PAGE>

         Notwithstanding the foregoing, a period during which an individual is
         absent from Service by reason of the individual's pregnancy, the birth
         of a child of the individual, the placement of a child with the
         individual in connection with the adoption of such child by the
         individual, or for the purposes of caring for such child for the period
         immediately following such birth or placement shall not constitute a
         Period of Service between the first and second anniversary of the first
         date of such absence. A Period of Service shall also include any period
         required to be credited as a Period of Service by federal law other
         than the Act or the Code, but only under the conditions and to the
         extent so required by such federal law. Further, an individual's Period
         of Service shall also include any period required to be credited under
         section 414(n) of the Code and the applicable interpretative authority
         thereunder while such individual was a Leased Employee (or would have
         been a Leased Employee but for the requirements of clause (A) of the
         definition of such term set forth in Section 1.1(35)).

                  (41)     PERIOD OF SEVERANCE: Each period of time commencing
         on an individual's Severance from Service Date and ending on a
         Reemployment Commencement Date.

                  (42)     PLAN: The NATCO Group Profit Sharing and Savings
         Plan, as amended from time to time.

                  (43)     PLAN YEAR: The 12-consecutive-month period commencing
         January 1 of each year.

                  (44)     REEMPLOYMENT COMMENCEMENT DATE: The first date upon
         which an individual performs an Hour of Service following a Severance
         from Service Date.

                  (45)     ROLLOVER CONTRIBUTION ACCOUNT: An individual account
         for an Eligible Employee, which is credited with the sum of (A) the
         Rollover Contributions of such Employee, (B) amounts transferred from
         Rollover Contribution Accounts under the Cynara Plan, and (C) amounts
         transferred from the Rollover Accounts under the Axsia Plan, and which
         is credited with (or debited for) such Account's allocation of net
         income (or net loss) and changes in value of the Trust Fund.

                  (46)     ROLLOVER CONTRIBUTIONS: Contributions made by an
         Eligible Employee pursuant to Section 3.7.

                  (47)     SERVICE: The period of an individual's employment
         with the Employer or a Controlled Entity. In addition, the Committee,
         in its discretion, may credit individuals with Service for employment
         with any other entity, but only if and when such individual becomes an
         Eligible Employee and only if such crediting of Service (A) has a
         legitimate business reason, (B) does not by design or operation
         discriminate significantly in favor of Highly Compensated Employees,
         and (C) is applied to all similarly-situated Eligible Employees.

                  (48)     SEVERANCE FROM SERVICE DATE: The first date on which
         an individual terminates his Service following his Employment
         Commencement Date or a Reemployment Commencement Date, if applicable.
         Notwithstanding the foregoing, the Severance from Service Date of an
         individual who is absent from Service by reason of the individual's
         pregnancy, the birth of a child of the individual, the placement of a
         child with the individual in connection with the adoption of such child
         by the individual, or for purposes of caring for such child for the
         period immediately following such birth or placement shall be the
         second anniversary of the first date of such absence.

                  (49)     TRUST: The trust(s) established under the Trust
         Agreement to hold and invest contributions made under the Plan and
         income thereon, and from which the Plan benefits are distributed.

                  (50)     TRUST AGREEMENT: The agreement(s) entered into
         between the Company and the Trustee establishing the Trust, as such
         agreement(s) may be amended from time to time.

                  (51)     TRUST FUND: The funds and properties held pursuant to
         the provisions of the Trust Agreement for the use and benefit of the
         Participants, together with all income, profits, and increments
         thereto.

                  (52)     TRUSTEE: The trustee(s) qualified and acting under
         the Trust Agreement at any time.

                  (53)     VESTED INTEREST: The percentage of a Participant's
         Accounts that, pursuant to the Plan, is nonforfeitable.

                  (54)     VESTING SERVICE: The measure of service used in
         determining a Participant's Vested Interest as determined in accordance
         with Sections 8.4 and 8.5.

                                      -6-

<PAGE>

         1.2      NUMBER AND GENDER. Wherever appropriate herein, words used in
the singular shall be considered to include the plural, and words used in the
plural shall be considered to include the singular. The masculine gender, where
appearing in the Plan, shall be deemed to include the feminine gender.

         1.3      HEADINGS. The headings of Articles and Sections herein are
included solely for convenience, and, if there is any conflict between such
headings and the text of the Plan, the text shall control.

         1.4      CONSTRUCTION. It is intended that the Plan be qualified within
the meaning of section 401(a) of the Code and that the Trust be tax exempt under
section 501(a) of the Code, and all provisions herein shall be construed in
accordance with such intent.

                                       II.
                                  PARTICIPATION

         2.1      ELIGIBILITY. On or after the Effective Date, each Eligible
Employee shall become a Participant upon the Entry Date coincident with or next
following the later of (1) the date on which such Eligible Employee completes
three months of Participation Service or (2) the date on which such Eligible
Employee attains the age of 18. Notwithstanding the foregoing:

         (a)      An Eligible Employee who was a Participant in the Plan on the
day prior to the Effective Date shall remain a Participant in this restatement
thereof as of the Effective Date;

         (b)      An Eligible Employee who was a Participant in the Plan prior
to a termination of employment shall remain a Participant upon his reemployment
as an Eligible Employee;

         (c)      An Employee who has completed three months of Participation
Service and has attained the age of 18 but who has not become a Participant in
the Plan because he was not an Eligible Employee shall become a Participant in
the Plan upon the later of (1) the date he becomes an Eligible Employee as a
result of a change in his employment status or (2) the first Entry Date upon
which he would have become a Participant if he had been an Eligible Employee;

         (d)      An Eligible Employee who had completed three months of
Participation Service but who had not attained the age of 18 prior to a
termination of his employment shall become a Participant upon the later of (1)
the date of his reemployment or (2) the first Entry Date following his
attainment of age 18;

         (e)      An Eligible Employee who had met the age and service
requirements of this Section to become a Participant in the Plan but who
terminated employment prior to the Entry Date upon which he would have become a
Participant shall become a Participant upon the later of (1) the date of his
reemployment or (2) the Entry Date upon which he would have become a Participant
if he had not terminated employment; and

         (f)      A Participant who ceases to be an Eligible Employee but
remains an Employee shall continue to be a Participant, but, on and after the
date he ceases to be an Eligible Employee, he shall no longer be entitled to
defer Compensation hereunder or share in allocations of Employer Contributions
unless and until he shall again become an Eligible Employee.

         2.2      PARTICIPATION SERVICE.

         (a)      Subject to the remaining Paragraphs of this Section, an
individual shall be credited with Participation Service in an amount equal to
his aggregate Periods of Service whether or not such Periods of Service are
completed consecutively.

         (b)      Paragraph (a) above notwithstanding, if an individual
terminates his Service (at a time other than during a leave of absence) and
subsequently resumes his Service, if his Reemployment Commencement Date is
within 12 months of his

                                      -7-

<PAGE>

Severance from Service Date, such Period of Severance shall be treated as a
Period of Service for purposes of Paragraph (a) above.

         (c)      Paragraph (a) above notwithstanding, if an individual
terminates his Service during a leave of absence and subsequently resumes his
Service, if his Reemployment Commencement Date is within 12 months of the
beginning of such leave of absence, such Period of Severance shall be treated as
a Period of Service for purposes of Paragraph (a) above.

         (d)      In the case of an individual who has never been a Participant
in the Plan or who terminates employment at a time when he does not have any
Vested Interest in his Employer Contribution Account, and who incurs a Period of
Severance that equals or exceeds the greater of (1) five years or (2) his Period
of Service prior to such Period of Severance, such individual's Period of
Service completed before such Period of Severance shall be disregarded in
determining his Participation Service.

                                      III.
                                  CONTRIBUTIONS

         3.1      BEFORE-TAX CONTRIBUTIONS.

         (a)      A Participant may elect to defer an integral percentage of
from 1% to 50% (or such lesser percentage, not less than 5%, as may be
prescribed from time to time by the Committee) of his Compensation for a Plan
Year by having the Employer contribute the amount so deferred to the Plan. A
Participant's election to defer an amount of his Compensation pursuant to this
Section shall be made by authorizing his Employer, in the manner prescribed by
the Committee, to reduce his Compensation by the elected amount, and the
Employer, in consideration thereof, agrees to contribute an equal amount to the
Plan. The Compensation elected to be deferred by a Participant pursuant to this
Section shall become a part of the Employer's Before-Tax Contributions and shall
be allocated in accordance with Section 4.2(a). Compensation for a Plan Year not
so deferred by a Participant shall be received by such Participant in cash.

         (b)      A Participant's deferral election shall remain in force and
effect for all periods following the effective date of such election (which
shall be as soon as administratively feasible after the election is made) until
modified or terminated or until such Participant terminates his employment or
ceases to be an Eligible Employee. A Participant who has elected to defer a
portion of his Compensation may change his deferral election percentage (within
the percentage limits set forth in Paragraph (a) above), effective as of any
Entry Date, by communicating such new deferral election percentage to his
Employer in the manner and within the time period prescribed by the Committee.

         (c)      A Participant may cancel his deferral election the first day
of any payroll period by communicating such cancellation to his Employer in the
manner and within the time period prescribed by the Committee. A Participant who
so cancels his deferral election may resume deferrals effective as of the first
Entry Date at least 90 days after the Participant's cancellation, by
communicating his new deferral election to his Employer in the manner and within
the time period prescribed by the Committee.

         (d)      In restriction of the Participants' elections provided in
Paragraphs (a), (b), and (c) above, and except to the extent permitted under
Section 3.1(g) and section 414(v) of the Code, the Before-Tax Contributions and
the elective deferrals (within the meaning of section 402(g)(3) of the Code)
under all other plans, contracts, and arrangements of the Employer on behalf of
any Participant for any calendar year shall not exceed the amounts with respect
to each calendar year set forth in the table below (with such amounts to be
adjusted automatically to reflect any cost-of-living adjustments authorized by
section 402(g)(4) of the Code):

<TABLE>
<CAPTION>
                                                    MAXIMUM AMOUNT OF
   CALENDAR YEAR BEGINNING                       BEFORE-TAX CONTRIBUTIONS
<S>                                              <C>
       January 1, 2002                                   $11,000
       January 1, 2003                                   $12,000
       January 1, 2004                                   $13,000
       January 1, 2005                                   $14,000
January 1, 2006 and thereafter                           $15,000
</TABLE>

                                      -8-

<PAGE>

         (e)      The Plan shall utilize the safe harbor method of satisfying
the "actual deferral percentage" test set forth in section 401(k)(3) of the Code
pursuant to section 401(k)(12) of the Code and Internal Revenue Service Notice
98-52 and shall be considered to be using the "current year testing method" as
such term is defined in Internal Revenue Service Notice 98-1. If, for any Plan
Year, the Committee determines that the Plan did not satisfy the conditions for
such safe harbor method, one of the "actual deferral percentage" tests set forth
in section 401(k)(3) of the Code and the Treasury regulations and other guidance
issued thereunder must be met for such Plan Year. Such testing shall utilize the
current year testing method as such term is defined in Internal Revenue Service
Notice 98-1. The Committee may elect, in accordance with applicable Treasury
regulations, to treat Employer Matching Contributions to the Plan as Before-Tax
Contributions for the purposes of meeting these requirements. If multiple use of
the alternative limitation (within the meaning of section 401(m)(9) of the Code
and Treasury regulation Section 1.401(m)-2(b)) occurs during such Plan Year,
such multiple use shall be corrected in accordance with the provisions of
Treasury regulation Section 1.401(m)-2(c) by reducing the "actual contribution
percentages" of all Highly Compensated Employees participating in the Plan and
distributing such excess in accordance with the provisions of Section 3.6(c) and
applicable Treasury regulations, so that there is no such multiple use. The
preceding sentence shall not apply for Plan Years beginning on or after January
1, 2002.

         (f)      If the Committee determines that a reduction of Compensation
deferral elections made pursuant to Paragraphs (a), (b), and (c) above is
necessary to insure that the restrictions set forth in Paragraph (d) or (e)
above are met for any Plan Year, the Committee may reduce the elections of
affected Participants on a temporary and prospective basis in such manner as the
Committee shall determine.

         (g)      All Employees who are eligible to make Before-Tax
Contributions to the Plan pursuant to Section 3.1(a) above and who will have
attained age 50 before the close of such Plan Year shall be eligible to make
catch-up contributions to the Plan for such Plan Year in accordance with, and
subject to the limitations of, section 414(v) of the Code. Such catch-up
contributions shall not be taken into account for purposes of the provisions of
the Plan implementing the required limitations of sections 402(g) and 415 of the
Code, as described, respectively, in Sections 3.1(d) and 4.5 of the Plan. The
Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12),
410(b) or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions. Catch-up contributions made by a Participant pursuant to
this Section 3.1(g) shall be treated as Before-Tax Contributions for all
purposes of the Plan except as otherwise specifically provided. Notwithstanding
anything to the contrary in the Plan, catch-up contributions made pursuant to
this paragraph shall not be eligible to receive Employer Matching Contributions.

         (h)      As soon as administratively feasible following the end of each
payroll period, but no later than the time required by applicable law, the
Employer shall contribute to the Trust, as Before-Tax Contributions with respect
to each Participant, an amount equal to the amount of Compensation elected to be
deferred, pursuant to Paragraphs (a) and (b) above (as adjusted pursuant to
Paragraph (f) above), by such Participant during such payroll period. Such
contributions, as well as the contributions made pursuant to Sections 3.2 and
3.4, shall be made without regard to current or accumulated profits of the
Employer. Notwithstanding the foregoing, the Plan is intended to qualify as a
profit sharing plan for purposes of sections 401(a), 402, 412, and 417 of the
Code.

         3.2      EMPLOYER MATCHING CONTRIBUTIONS.

         (a)      For each payroll period, the Employer shall contribute to the
Trust as Employer Matching Contributions, the sum of (1) an amount that equals
100% of the Before-Tax Contributions that were made pursuant to Section 3.1 on
behalf of each of the Participants during such Plan Year and that were not in
excess of 3% of each such Participant's Compensation for such Plan Year and (2)
an amount that equals 50% of the Before-Tax Contributions that were made
pursuant to Section 3.1 on behalf of each of the Participants during such Plan
Year in excess of 3%, but not in excess of 5%, of each such Participant's
Compensation for such Plan Year.

         (b)      In addition to the Employer Matching Contributions made
pursuant to Paragraph (a) above, for each Plan Year the Employer shall
contribute to the Trust, as Employer Matching Contributions, an amount equal to
the difference, if any, between (1) the sum of (A) 100% of the Before-Tax
Contributions that were made pursuant to Section 3.1 on behalf of each of the
Participants during such Plan Year and that were not in excess of 3% of each
such Participant's Compensation for

                                      -9-

<PAGE>

such Plan Year and (B) 50% of the Before-Tax Contributions that were made
pursuant to Section 3.1 on behalf of each of the Participants during such Plan
Year and that were in excess of 3%, but not in excess of 5%, of each such
Participant's Compensation for such Plan Year and (2) the Employer Matching
Contributions made pursuant to Paragraph (a) above for each such Participant for
such Plan Year.

         (c)      For any Plan Year (or portion thereof), the Employer may
contribute to the Trust, as Employer Matching Contributions, an additional
amount as determined by the Directors in their discretion based upon the
Before-Tax Contributions of the Participants during such Plan Year (or portion
thereof). The Directors shall determine whether Employer Matching Contributions
will be made pursuant to this Paragraph for a Plan Year (or portion thereof),
the matching percentage, the limit on Participants' Before-Tax Contributions
that are matched, and the timing of such Employer Matching Contributions;
provided, however, that (1) Employer Matching Contributions shall not be made
with respect to Before-Tax Contributions that in the aggregate exceed 6% of a
Participant's Compensation, (2) the rate of Employer Matching Contributions
shall not increase as the rate of Before-Tax Contributions increases, and (3) at
any rate of Before-Tax Contributions, the rate of Employer Matching
Contributions that would apply with respect to any Participant who is a Highly
Compensated Employee shall be no greater than the rate of Employer Matching
Contributions that would apply with respect to a Participant who is not a Highly
Compensated Employee and who has the same rate of Before-Tax Contributions.

         3.3      RESTRICTIONS ON EMPLOYER MATCHING CONTRIBUTIONS. The Plan
shall utilize the safe harbor method of satisfying the "actual contribution
percentage" test set forth in section 401(m)(2) of the Code pursuant to section
401(m)(11) of the Code and Internal Revenue Service guidance issued thereunder
and shall be considered to be using the "current year testing method" as such
term is defined in Internal Revenue Service Notice 98-1. If, for any Plan Year,
the Committee determines that the Plan did not satisfy the conditions for such
safe harbor method, one of the "actual contribution percentage" tests set forth
in section 401(m)(2) of the Code and the Treasury regulations and other guidance
issued thereunder must be met for such Plan Year. Such testing shall utilize the
current year testing method as such term is defined in Internal Revenue Service
Notice 98-1. The Committee may elect, in accordance with applicable Treasury
regulations, to treat Before-Tax Contributions to the Plan as Employer Matching
Contributions for the purposes of meeting these requirements.

         3.4      EMPLOYER DISCRETIONARY CONTRIBUTIONS. For each Plan Year, the
Employer may contribute to the Trust as an Employer Discretionary Contribution,
an additional amount as determined in its discretion, and at such times as are
determined from time to time by the Employer.

         3.5      RETURN OF CONTRIBUTIONS. Anything to the contrary herein
notwithstanding, the Employer's contributions to the Plan are contingent upon
the deductibility of such contributions under section 404 of the Code. To the
extent that a deduction for contributions is disallowed, such contributions
shall, upon the written demand of the Employer, be returned to the Employer by
the Trustee within one year after the date of disallowance, reduced by any net
losses of the Trust Fund attributable thereto but not increased by any net
earnings of the Trust Fund attributable thereto. Moreover, if Employer
contributions are made under a mistake of fact, such contributions shall, upon
the written demand of the Employer, be returned to the Employer by the Trustee
within one year after the payment thereof, reduced by any net losses of the
Trust Fund attributable thereto but not increased by any net earnings of the
Trust Fund attributable thereto.

         3.6      DISPOSITION OF EXCESS DEFERRALS AND EXCESS CONTRIBUTIONS.

         (a)      Anything to the contrary herein notwithstanding, any
Before-Tax Contributions to the Plan for a calendar year on behalf of a
Participant in excess of the limitations set forth in Section 3.1(d) and any
"excess deferrals" from other plans allocated to the Plan by such Participant no
later than March 1 of the next following calendar year within the meaning of,
and pursuant to the provisions of, section 402(g)(2) of the Code, shall be
distributed to such Participant not later than April 15 of the next following
calendar year.

         (b)      Anything to the contrary herein notwithstanding, if, for any
Plan Year, Section 3.1(e) applies and the aggregate Before-Tax Contributions
made by the Employer on behalf of Highly Compensated Employees exceeds the
maximum amount of Before-Tax Contributions permitted on behalf of such Highly
Compensated Employees pursuant to Section 3.1(e), an excess amount shall be
determined by reducing Before-Tax Contributions made on behalf of Highly
Compensated Employees in order of their highest actual deferral percentages in
accordance with section 401(k)(8)(B)(ii) of the Code and the Treasury
regulations thereunder. Once determined, such excess shall be distributed to
Highly Compensated

                                      -10-

<PAGE>

Employees in order of the highest dollar amounts contributed on behalf of such
Highly Compensated Employees in accordance with section 401(k)(8)(C) of the Code
and the Treasury regulations thereunder before the end of the next following
Plan Year.

         (c)      Anything to the contrary herein notwithstanding, if, for any
Plan Year, Section 3.3 applies and the aggregate Employer Matching Contributions
allocated to the Accounts of Highly Compensated Employees exceeds the maximum
amount of such Employer Matching Contributions permitted on behalf of such
Highly Compensated Employees pursuant to Section 3.3 (determined by reducing
Employer Matching Contributions made on behalf of Highly Compensated Employees
in order of the highest dollar amounts contributed on behalf of such Highly
Compensated Employees in accordance with section 401(m)(6)(C) of the Code and
the Treasury regulations thereunder), such excess shall be distributed to the
Highly Compensated Employees on whose behalf such excess contributions were made
before the end of the next following Plan Year.

         (d)      In coordinating the disposition of excess deferrals and excess
contributions pursuant to this Section, such excess deferrals and excess
contributions shall be disposed of in the following order:

                  1)       First, excess Before-Tax Contributions that
         constitute excess deferrals described in Paragraph (a) above that are
         not considered in determining the amount of Employer Matching
         Contributions pursuant to Section 3.2 shall be distributed;

                  2)       Next, excess Before-Tax Contributions that constitute
         excess deferrals described in Paragraph (a) above that are considered
         in determining the amount of Employer Matching Contributions pursuant
         to Section 3.2 shall be distributed;

                  3)       Next, excess Before-Tax Contributions described in
         Paragraph (b) above that are not considered in determining the amount
         of Employer Matching Contributions pursuant to Section 3.2 shall be
         distributed;

                  4)       Next, excess Before-Tax Contributions described in
         Paragraph (b) above that are considered in determining the amount of
         Employer Matching Contributions pursuant to Section 3.2 shall be
         distributed;

                  5)       Next, excess Employer Matching Contributions
         described in Paragraph (c) above shall be distributed; and

                  6)       Finally, Employer Matching Contributions that relate
         to Before Tax Contributions that have been distributed pursuant to the
         provisions of Paragraph (2) or (4) above that were not distributed
         pursuant to the provisions of Paragraph (5) above shall be distributed.

         (e)      Any distribution of excess deferrals or excess contributions
pursuant to the provisions of this Section shall be adjusted for income or loss
allocated thereto in the manner determined by the Committee in accordance with
any method permissible under applicable Treasury regulations.

         3.7      ROLLOVER CONTRIBUTIONS.

         (a)      Qualified Rollover Contributions may be made to the Plan by
any Eligible Employee of amounts received by such Eligible Employee from certain
individual retirement accounts or annuities or from an employees' trust
described in section 401(a) of the Code, which is exempt from tax under section
501(a) of the Code, but only if any such Rollover Contribution is made pursuant
to and in accordance with applicable provisions of the Code and Treasury
regulations promulgated thereunder. A Rollover Contribution of amounts that are
"eligible rollover distributions" within the meaning of section 402(f)(2)(A) of
the Code may be made to the Plan irrespective of whether such eligible rollover
distribution was paid to the Eligible Employee or paid to the Plan as a "direct"
Rollover Contribution. A direct Rollover Contribution to the Plan may be
effectuated only by issuance of a check made payable to the Trustee, which is
negotiable only by the Trustee and which identifies the Eligible Employee for
whose benefit the Rollover Contribution is being made. Any Eligible Employee
desiring to effect a Rollover Contribution to the Plan must execute and file
with the Committee the form prescribed by the Committee for such purpose. The
Committee may require as a condition to accepting any Rollover Contribution that
such

                                      -11-

<PAGE>

Eligible Employee furnish any evidence that the Committee in its discretion
deems satisfactory to establish that the proposed Rollover Contribution is in
fact eligible for rollover to the Plan and is made pursuant to and in accordance
with applicable provisions of the Code and Treasury regulations. All Rollover
Contributions to the Plan must be made in cash. A Rollover Contribution shall be
credited to the Rollover Contribution Account of the Eligible Employee for whose
benefit such Rollover Contribution is being made.

         (b)      An Eligible Employee who has made a Rollover Contribution in
accordance with this Section, but who has not otherwise become a Participant in
the Plan in accordance with Article II, shall become a Participant coincident
with such Rollover Contribution; provided, however, that such Participant shall
not have a right to defer Compensation or have Employer Contributions made on
his behalf until he has otherwise satisfied the requirements imposed by Article
II.

         3.8      FORM OF EMPLOYER CONTRIBUTION. Employer Contributions to the
Plan may be made in the form of cash or shares of Company Stock or a combination
thereof.

                                       IV.
                           ALLOCATIONS AND LIMITATIONS

         4.1      SUSPENDED AMOUNTS. All contributions, forfeitures, and the net
income (or net loss) of the Trust Fund shall be held in suspense until allocated
or applied as provided herein.

         4.2      ALLOCATION OF CONTRIBUTIONS TO ACCOUNTS.

         (a)      Before-Tax Contributions made by the Employer on a
Participant's behalf for each payroll period pursuant to Section 3.1 shall be
allocated to such Participant's Before-Tax Account.

         (b)      The Employer Matching Contributions for each Plan Year
pursuant to Sections 3.2(a) and (b) shall be allocated to the Employer Matching
Accounts of the Participants for whom such contributions were made.

         (c)      The Employer Matching Contributions, if any, for each Plan
Year pursuant to Section 3.2(c) shall be allocated to the Employer Discretionary
Accounts of the Participants for whom such contributions were made.

         (d)      The Employer Discretionary Contribution, if any, made pursuant
to Section 3.4 for a Plan Year shall be allocated to the Employer Discretionary
Accounts of the Participants in the ratio of such Participants' Compensation for
such Plan Year.

         (e)      All contributions to the Plan shall be considered allocated to
Participants' Accounts no later than the last day of the Plan Year for which
they were made, as determined pursuant to Article III, except that, for purposes
of Section 4.4, contributions shall be considered allocated to Participants'
Accounts when received by the Trustee.

         4.3      APPLICATION OF FORFEITURES. Any amounts that are forfeited
under any provision hereof during a Plan Year shall be applied to reduce
Employer Matching Contributions for the Plan Year in which the forfeiture
occurs. Prior to such application, forfeited amounts shall be held in suspense
and invested in the Investment Fund or Funds designated from time to time by the
Committee.

         4.4      VALUATION OF ACCOUNTS. All amounts contributed to the Trust
Fund shall be invested as soon as administratively feasible following their
receipt by the Trustee, and the balance of each Account shall reflect the result
of daily pricing of the assets in which such Account is invested from the time
of receipt by the Trustee until the time of distribution.

         4.5      LIMITATIONS AND CORRECTIONS.

         (a)      For purposes of this Section, the following terms and phrases
shall have these respective meanings:

                  (1)      "Annual Additions" of a Participant for any
         Limitation Year shall mean the total of (A) the Employer Contributions,
         Before-Tax Contributions, and forfeitures, if any, allocated to such
         Participant's Accounts for such

                                      -12-

<PAGE>

         year, (B) Participant's contributions, if any, (excluding any Rollover
         Contributions) for such year, and (C) amounts referred to in sections
         415(l)(1) and 419A(d)(2) of the Code. The Annual Additions of a
         Participant for any Limitation Year shall not include Participant
         catch-up contributions made pursuant to Section 3.1(g) and section
         414(v) of the Code.

                  (2)      "415 Compensation" shall mean the total of all
         amounts paid by the Employer to or for the benefit of a Participant for
         services rendered or labor performed for the Employer that are required
         to be reported on the Participant's federal income tax withholding
         statement or statements (Form W-2 or its subsequent equivalent),
         subject to the following adjustments and limitations:

                           (A)      The following shall be included:

                                             (i) Elective deferrals (as defined
                                    in section 402(g)(3) of the Code) from
                                    compensation to be paid by the Employer to
                                    the Participant;

                                             (ii) Any amount that is contributed
                                    or deferred by the Employer at the election
                                    of the Participant and that is not
                                    includable in the gross income of the
                                    Participant by reason of section 125 or 457
                                    of the Code; and

                                             (iii) Any amounts that are not
                                    includable in the gross income of a
                                    Participant under a salary reduction
                                    agreement by reason of the application of
                                    section 132(f) of the Code.

                           (B)      The 415 Compensation of any Participant
                  taken into account for purposes of the Plan shall be limited
                  to $200,000 for any Plan Year with such limitation to be:

                                             (i) Adjusted automatically to
                                    reflect any amendments to section 401(a)(17)
                                    of the Code and any cost-of-living increases
                                    authorized by section 401(a)(17) of the
                                    Code; and

                                             (ii) Prorated for a Plan Year of
                                    less than 12 months and to the extent
                                    otherwise required by applicable law.

                  (3)      "Limitation Year" shall mean the Plan Year.

                  (4)      "Maximum Annual Additions" of a Participant for any
         Limitation Year shall mean the lesser of (A) $40,000 (with such amount
         to be adjusted automatically to reflect any cost-of-living adjustment
         authorized by section 415(d) of the Code) or (B) 100% of such
         Participant's 415 Compensation during such Limitation Year, except that
         the limitation in this Clause (B) shall not apply to any contribution
         for medical benefits (within the meaning of section 419A(f)(2) of the
         Code) after separation from service with the Employer or a Controlled
         Entity that is otherwise treated as an Annual Addition or to any amount
         otherwise treated as an Annual Addition under section 415(l)(1) of the
         Code.

         (b)      Contrary Plan provisions notwithstanding, in no event shall
the Annual Additions credited to a Participant's Accounts for any Limitation
Year exceed the Maximum Annual Additions for such Participant for such year. If,
as a result of a reasonable error in estimating a Participant's compensation or
a reasonable error in determining the amount of elective deferrals (within the
meaning of section 402(g)(3) of the Code) that may be made with respect to any
individual under the limits of section 415 of the Code or because of other
limited facts and circumstances, the Annual Additions that would be credited to
a Participant's Accounts for a Limitation Year would nonetheless exceed the
Maximum Annual Additions for such Participant for such year, the excess Annual
Additions that, but for this Section, would have been allocated to such
Participant's Accounts shall be disposed of as follows:

                  (1)      First, any such excess Annual Additions in the form
         of Before-Tax Contributions on behalf of such Participant that would
         not have been considered in determining the amount of Employer Matching
         Contributions pursuant to Section 3.2 shall be distributed to such
         Participant, adjusted for income or loss allocated thereto;

                                      -13-

<PAGE>

                  (2)      Next, any such excess Annual Additions in the form of
         Before-Tax Contributions on behalf of such Participant that would have
         been considered in determining the amount of Employer Matching
         Contributions pursuant to Section 3.2 shall be distributed to such
         Participant, adjusted for income or loss allocated thereto, and the
         Employer Matching Contributions that would have been allocated to such
         Participant's Accounts based upon such distributed Before-Tax
         Contributions shall, to the extent such amounts would have otherwise
         been allocated to such Participant's Accounts, be treated as a
         forfeiture; and

                  (3)      Finally, any such excess Annual Additions in the form
         of Employer Discretionary Contributions shall, to the extent such
         amounts would otherwise have been allocated to such Participant's
         Accounts, be treated as a forfeiture.

         (c)      For purposes of determining whether the Annual Additions under
this Plan exceed the limitations herein provided, all defined contribution plans
of the Employer are to be treated as one defined contribution plan. In addition,
all defined contribution plans of Controlled Entities shall be aggregated for
this purpose. For purposes of this Section only, a "Controlled Entity" (other
than an affiliated service group member within the meaning of section 414(m) of
the Code) shall be determined by application of a more than 50% control standard
in lieu of an 80% control standard. If the Annual Additions credited to a
Participant's Accounts for any Limitation Year under this Plan, plus the
additions credited on his behalf under other defined contribution plans required
to be aggregated pursuant to this Paragraph, would exceed the Maximum Annual
Additions for such Participant for such Limitation Year, the Annual Additions
under this Plan and the additions under such other plans shall be reduced on a
pro rata basis and allocated, reallocated, or returned in accordance with
applicable plan provisions regarding Annual Additions in excess of Maximum
Annual Additions.

         (d)      If the Committee determines that a reduction of Compensation
deferral elections pursuant to Section 3.1 is necessary to insure that the
limitations set forth in this Section are met for any Plan Year, the Committee
may reduce the elections of affected Participants on a temporary and prospective
basis in such manner as the Committee shall determine.

                                       V.
                             INVESTMENT OF ACCOUNTS

         5.1      INVESTMENT OF ACCOUNTS.

         (a)      Each Participant shall designate, in accordance with the
procedures established from time to time by the Committee, the manner in which
the amounts allocated to his Accounts shall be invested from among the
Investment Funds made available from time to time by the Committee. A
Participant may designate one of such Investment Funds for all the amounts
allocated to his Accounts or he may split the investment of the amounts
allocated to his Accounts among such Investment Funds in such increments as the
Committee may prescribe. If a Participant fails to make a designation, then his
Accounts shall be invested in the Investment Fund or Funds designated by the
Committee from time to time in a uniform and nondiscriminatory manner.

         (b)      A Participant may change his investment designation for future
contributions to be allocated to his Accounts. Any such change shall be made in
accordance with the procedures established by the Committee, and the frequency
of such changes may be limited by the Committee.

         (c)      A Participant may elect to convert his investment designation
with respect to the amounts already allocated to his Accounts. Any such
conversion shall be made in accordance with the procedures established by the
Committee, and the frequency of such conversions may be limited by the
Committee.

         (d)      Notwithstanding the preceding paragraphs of this Section, to
the extent Employer Contributions are made in the form of Company Stock, the
Committee may require that such contributions remain invested in Company Stock
for such period of time as it may determine in its sole discretion.

         5.2      RESTRICTION ON ACQUISITION OF COMPANY STOCK. Notwithstanding
any other provision hereof, it is specifically provided that the Trustee shall
not purchase Company Stock or other Company securities during any period in
which such purchase is, in the opinion of counsel for the Company or the
Committee, restricted by any law or regulation

                                      -14-

<PAGE>

applicable thereto. During such period, amounts that would otherwise be invested
in Company Stock or other Company securities pursuant to an investment
designation shall be invested in such other assets as the Trustee may in its
discretion determine, or the Trustee may hold such amounts uninvested for a
reasonable period pending the purchase of such stock or securities.

         5.3      PASS-THROUGH VOTING OF COMPANY STOCK. To the extent permitted
by section 404(a) of the Act, at each annual meeting and special meeting of the
shareholders of the Company, a Participant may direct the voting of the number
of whole shares of Company Stock attributable to his Accounts as of the record
date for such meeting in accordance with the provisions of the Trust Agreement.

         5.4      STOCK SPLITS, STOCK DIVIDENDS, AND RECAPITALIZATIONS. Company
Stock received by the Trustee by reason of a stock split, stock dividend, or
recapitalization shall be appropriately allocated to the Accounts of each
affected Participant.

                                       VI.
                               RETIREMENT BENEFITS

         6.1      RETIREMENT BENEFITS. A Participant who terminates his
employment on or after his Normal Retirement Date shall be entitled to a
retirement benefit, payable at the time and in the form provided in Article X,
equal to the value of his Accounts on his Benefit Commencement Date. Any
contribution allocable to a Participant's Accounts after his Benefit
Commencement Date shall be distributed, if his benefit was paid in a lump sum,
or used to increase his payments, if his benefit is being paid on a periodic
basis, as soon as administratively feasible after the date that such
contribution is paid to the Trust Fund.

                                      VII.
                               DISABILITY BENEFITS

         7.1      DISABILITY BENEFITS. In the event a Participant's employment
is terminated, and such Participant is totally and permanently disabled, as
determined pursuant to Section 7.2, such Participant shall be entitled to a
disability benefit, payable at the time and in the form provided in Article X,
equal to the value of his Accounts on his Benefit Commencement Date. Any
contribution allocable to a Participant's Accounts after his Benefit
Commencement Date shall be distributed, if his benefit was paid in a lump sum,
or used to increase his payments, if his benefit is being paid on a periodic
basis, as soon as administratively feasible after the date that such
contribution is paid to the Trust Fund.

         7.2      TOTAL AND PERMANENT DISABILITY DETERMINED. A Participant shall
be considered totally and permanently disabled if the Committee determines,
based on a written medical opinion (unless waived by the Committee as
unnecessary), that such Participant is permanently incapable of performing his
job for physical or mental reasons.

                                      VIII.
    PRE-RETIREMENT TERMINATION BENEFITS AND DETERMINATION OF VESTED INTEREST

         8.1      NO BENEFITS UNLESS HEREIN SET FORTH. Except as set forth in
this Article, upon termination of employment of a Participant prior to his
Normal Retirement Date for any reason other than total and permanent disability
(as defined in Section 7.2) or death, such Participant shall acquire no right to
any benefit from the Plan or the Trust Fund.

         8.2      PRE-RETIREMENT TERMINATION BENEFIT. Each Participant whose
employment is terminated prior to his Normal Retirement Date for any reason
other than total and permanent disability (as defined in Section 7.2) or death
shall be entitled to a termination benefit, payable at the time and in the form
provided in Article X, equal to his Vested Interest in the value of his Accounts
on his Benefit Commencement Date. A Participant's Vested Interest in any
contribution allocable to his Accounts after his Benefit Commencement Date shall
be distributed, if his benefit was paid in a lump sum, or used to increase his
payments, if his benefit is being paid on a periodic basis, as soon as
administratively feasible after the date that such contribution is paid to the
Trust Fund.

                                      -15-

<PAGE>

8.3 DETERMINATION OF VESTED INTEREST.

         (a)      A Participant shall have a 100% Vested Interest in his
After-Tax Account, Before-Tax Account, Employer Discretionary Account, Employer
Matching Account, and Rollover Contribution Account at all times.

         (b)      A Participant's Vested Interest in his Employer Contribution
Account shall be determined by such Participant's years of Vesting Service in
accordance with the following schedule:

<TABLE>
<CAPTION>
Years of Vesting Service               Vested Interest
------------------------               ---------------
<S>                                    <C>
    Less than 2 years                         0%

         2 years                             50%

         3 years                             75%

     4 years or more                        100%
</TABLE>

         (c)      Paragraph (b) above notwithstanding, a Participant shall have
a 100% Vested Interest in his Employer Contribution Account (1) upon the
attainment of his Normal Retirement Date while employed by the Employer or a
Controlled Entity, (2) upon the termination of his employment with the Employer
at a time when he is totally and permanently disabled (as defined in Section
7.2), (3) upon the death of such Participant while an Employee, or (4) if such
Participant is an affected Participant, the occurrence of an event described in,
under the conditions set forth in, Section 17.2.

         8.4      CREDITING OF VESTING SERVICE.

         (a)      For the period preceding the Effective Date, subject to the
provisions of Section 8.5, an individual shall be credited with Vesting Service
in an amount equal to all service credited to him for vesting purposes under the
Plan as it existed on the day prior to the Effective Date.

         (b)      For the Plan Year beginning with the Effective Date and all
Plan Years thereafter, subject to the provisions of Section 8.5, the completion
of 1,000 or more Hours of Service during any Plan Year shall constitute one year
of Vesting Service.

         8.5      FORFEITURE OF VESTING SERVICE.

         (a)      In the case of a Participant who terminates employment with
the Employer at a time when he has a Vested Interest of less than 100% in his
Employer Contribution Account and then incurs five or more consecutive One-Year
Breaks-in-Service, such Participant's years of Vesting Service completed after
such One-Year Breaks-in-Service shall be disregarded for purposes of determining
such Participant's Vested Interest in any Plan benefits derived from Employer
Contributions made on his behalf before such One-Year Breaks-in-Service, but his
years of Vesting Service completed before such One-Year Breaks-in-Service shall
not be disregarded in determining his Vested Interest in any Plan benefits
derived from Employer Contributions made on his behalf after such One-Year
Breaks-in-Service.

         (b)      A Participant who terminates employment with the Employer at a
time when he has a 100% Vested Interest in his Employer Contribution Account
shall not forfeit any of his Vesting Service for purposes of determining such
Participant's Vested Interest in any Plan benefits derived from Employer
Contributions made on his behalf.

         8.6      FORFEITURES OF NONVESTED ACCOUNT BALANCE.

         (a)      With respect to a Participant who terminates employment with
the Employer with a Vested Interest in his Employer Contribution Account that is
less than 100% and either is not entitled to a distribution from the Plan or
receives a distribution from the Plan of the balance of his Vested Interest in
his Accounts in the form of a lump sum distribution, the nonvested portion of
such terminated Participant's Employer Contribution Account as of his Benefit
Commencement Date shall become a forfeiture as of his Benefit Commencement Date
(or as of his date of termination of employment if no amount

                                      -16-

<PAGE>

is payable from the Trust Fund on behalf of such Participant with such
Participant being considered to have received a distribution of zero dollars on
his date of termination of employment).

         (b)      With respect to a Participant who terminates employment with
the Employer with a Vested Interest in his Employer Contribution Account less
than 100% and who is not otherwise subject to the forfeiture provisions of
Paragraph (a) above (or Section 8.8 below), the nonvested portion of his
Employer Contribution Account shall be forfeited as of the earlier of (1) the
last day of the Plan Year during which the terminated Participant incurs his
fifth consecutive One-Year Break-in-Service or (2) the date of the terminated
Participant's death.

         8.7      RESTORATION OF FORFEITED ACCOUNT BALANCE. In the event that
the nonvested portion of a terminated Participant's Employer Contribution
Account becomes a forfeiture pursuant to Section 8.6, the terminated Participant
shall, upon subsequent reemployment with the Employer prior to incurring five
consecutive One-Year Breaks-in-Service, have the forfeited amount restored to
such Participant's Employer Contribution Account, unadjusted by any subsequent
gains or losses of the Trust Fund; provided, however, that such restoration
shall be made only if such Participant repays in cash an amount equal to the
amount so distributed to him pursuant to Section 8.6 within five years from the
date the Participant is reemployed. A reemployed Participant who was not
entitled to a distribution from the Plan on his date of termination of
employment shall be considered to have repaid a distribution of zero dollars on
the date of his reemployment. Any such restoration shall be made as soon as
administratively feasible following the date of repayment. Notwithstanding
anything to the contrary in the Plan, forfeited amounts to be restored by the
Employer pursuant to this Section shall be charged against and deducted from
forfeitures for the Plan Year in which such amounts are restored that would
otherwise be available to be applied pursuant to Section 4.3. If such
forfeitures otherwise available are not sufficient to provide such restoration,
the portion of such restoration not provided by forfeitures shall be charged
against and deducted from Employer Discretionary Contributions otherwise
available for allocation to other Participants in accordance with Section
4.2(d), and any additional amount needed to restore such forfeited amounts shall
be provided by an additional Employer Discretionary Contribution (which shall be
made without regard to current or accumulated earnings and profits). Any amounts
repaid to the Plan by a Participant pursuant to this Section shall be subject to
the same restrictions under the Plan as are the Account or Accounts from which
such amounts were originally distributed. Repayment shall be permitted from an
individual retirement account or individual retirement annuity if such
individual retirement account or individual retirement annuity contains only
amounts distributed to the Participant from the Plan and earnings thereon.

         8.8      SPECIAL FORMULA FOR DETERMINING VESTED INTEREST FOR PARTIAL
ACCOUNTS. With respect to a Participant whose Vested Interest in his Employer
Contribution Account is less than 100% and who makes a withdrawal from or
receives a termination distribution from his Employer Contribution Account other
than a lump sum distribution, any amount remaining in his Employer Contribution
Account shall continue to be maintained as a separate account. At any relevant
time, such Participant's nonforfeitable portion of his separate account shall be
determined in accordance with the following formula:

                           X=P(AB + (R x D)) - (R x D)

For purposes of applying the formula: X is the nonforfeitable portion of such
separate account at the relevant time; P is the Participant's Vested Interest in
his Employer Contribution Account at the relevant time; AB is the balance of
such separate account at the relevant time; R is the ratio of the balance of
such separate account at the relevant time to the balance of such separate
account after the withdrawal or distribution; and D is the amount of the
withdrawal or distribution. For all other purposes of the Plan, a Participant's
separate account shall be treated as an Employer Contribution Account. Upon his
incurring five consecutive One-Year Breaks-in-Service, the forfeitable portion
of a Participant's separate account and Employer Contribution Account shall be
forfeited as of the end of the Plan Year during which the Participant incurred
his fifth such consecutive One-Year Break-in-Service if not forfeited earlier
pursuant to the provisions of Section 8.6.

                                       IX.
                                 DEATH BENEFITS

         9.1      DEATH BENEFITS. Upon the death of a Participant while an
Employee, the Participant's designated beneficiary shall be entitled to a death
benefit, payable at the time and in the form provided in Article X, equal to the
value of the Participant's Accounts on his Benefit Commencement Date. Any
contribution allocable to a Participant's Accounts after his Benefit
Commencement Date shall be distributed, if the death benefit was paid in a lump
sum, or used to increase

                                      -17-

<PAGE>

payments, if the death benefit is being paid on a periodic basis, as soon as
administratively feasible after the date that such contribution is paid to the
Trust Fund.

         9.2      DESIGNATION OF BENEFICIARIES.

         (a)      Each Participant shall have the right to designate the
beneficiary or beneficiaries to receive payment of his benefit in the event of
his death. Each such designation shall be made by executing the beneficiary
designation form prescribed by the Committee and filing such form with the
Committee. Any such designation may be changed at any time by such Participant
by execution and filing of a new designation in accordance with this Section.
Notwithstanding the foregoing, if a Participant who is married on the date of
his death has designated an individual or entity other than his surviving spouse
as his beneficiary, such designation shall not be effective unless (1) such
surviving spouse has consented thereto in writing and such consent (A)
acknowledges the effect of such specific designation, (B) either consents to the
specific designated beneficiary (which designation may not subsequently be
changed by the Participant without spousal consent) or expressly permits such
designation by the Participant without the requirement of further consent by
such spouse, and (C) is witnessed by a Plan representative (other than the
Participant) or a notary public or (2) the consent of such spouse cannot be
obtained because such spouse cannot be located or because of other circumstances
described by applicable Treasury regulations. Any such consent by such surviving
spouse shall be irrevocable.

         (b)      If no beneficiary designation is on file with the Committee at
the time of the death of the Participant or if such designation is not effective
for any reason as determined by the Committee, the designated beneficiary or
beneficiaries to receive such death benefit shall be as follows:

                  1)       If a Participant leaves a surviving spouse, his
         designated beneficiary shall be such surviving spouse; and

                  2)       If a Participant leaves no surviving spouse, his
         designated beneficiary shall be (A) such Participant's executor or
         administrator or (B) his heirs at law if there is no administration of
         such Participant's estate.

         (c)      Notwithstanding the preceding provisions of this Section and
to the extent not prohibited by state or federal law, if a Participant is
divorced from his spouse and at the time of his death is not remarried to the
person from whom he was divorced, any designation of such divorced spouse as his
beneficiary under the Plan filed prior to the divorce shall be null and void
unless the contrary is expressly stated in writing filed with the Committee by
the Participant. The interest of such divorced spouse failing hereunder shall
vest in the persons specified in Paragraph (b) above as if such divorced spouse
did not survive the Participant.

                                       X.
                      TIME AND FORM OF PAYMENT OF BENEFITS

         10.1     DETERMINATION OF BENEFIT COMMENCEMENT DATE.

         (a)      Subject to the provisions of the remaining Paragraphs of this
Section, a Participant's Benefit Commencement Date shall be the date that is as
soon as administratively feasible after the date the Participant or his
beneficiary becomes entitled to a benefit pursuant to Article VI, VII, VIII, or
IX unless the Participant has been reemployed by the Employer or a Controlled
Entity before such a potential Benefit Commencement Date.

         (b)      Unless (1) the Participant has attained age 65 or died, (2)
the Participant consents to a distribution pursuant to Paragraph (a) within the
90-day period ending on the date payment of his benefit hereunder is to commence
pursuant to Paragraph (a), the Participant's Benefit Commencement Date shall be
deferred to the date that is as soon as administratively feasible after the
earlier of the date the Participant attains age 65 or the Participant's date of
death, or such earlier date as the Participant may elect by written notice to
the Committee prior to such date. No less than 30 days (unless such 30-day
period is waived by an affirmative election in accordance with applicable
Treasury regulations) and no more than 90 days before his Benefit Commencement
Date, the Committee shall inform the Participant of his right to defer his
Benefit Commencement Date and shall describe the Participant's Direct Rollover
election rights pursuant to Section 10.3 below.

                                      -18-

<PAGE>

         (c)      A Participant's Benefit Commencement Date shall in no event be
later than the 60th day following the close of the Plan Year during which such
Participant attains, or would have attained, his Normal Retirement Date or, if
later, terminates his employment with the Employer and all Controlled Entities.

         (d)      A Participant's Benefit Commencement Date shall be in
compliance with the provisions of section 401(a)(9) of the Code and applicable
Treasury regulations thereunder and shall in no event be later than:

                  (1)      For Participants attaining age 70-1/2 before January
         1, 1999, April 1 of the calendar year following the calendar year in
         which such Participant attains the age of 70-1/2;

                  (2)      For Participants attaining age 70-1/2 after December
         31, 1998, April 1 of the calendar year following the later of (A) the
         calendar year in which such Participant attains the age of 70-1/2 or
         (B) the calendar year in which such Participant terminates his
         employment with the Employer and all Controlled Entities (provided,
         however, that clause (B) of this sentence shall not apply in the case
         of a Participant who is a "five-percent owner" (as defined in section
         416 of the Code) with respect to the Plan Year ending in the calendar
         year in which such Participant attains the age of 70-1/2); and

                  (3)      In the case of a benefit payable pursuant to Article
         IX, (A) if payable to other than the Participant's spouse, December 31
         of the calendar year that contains the fifth anniversary of the
         Participant's date of death or (B) if payable to the Participant's
         spouse, the later of (i) December 31 of the calendar year that contains
         the fifth anniversary of the Participant's date of death or (ii)
         December 31 of the calendar year in which such Participant would have
         attained the age of seventy and one-half, unless such surviving spouse
         dies before the payment is made, in which case the Benefit Commencement
         Date may not be deferred beyond December 31 of the calendar year
         following the calendar year in which such surviving spouse dies.

The provisions of this Section notwithstanding, a Participant may not elect to
defer the receipt of his benefit hereunder to the extent that such deferral
creates a death benefit that is more than incidental within the meaning of
section 401(a)(9)(G) of the Code and applicable Treasury regulations thereunder.
With respect to distributions under the Plan made for calendar years beginning
on or after January 1, 2002, the Plan will apply the minimum distribution
requirements of Section 401(a)(9) of the Code in accordance with the regulations
under Section 401(a)(9) of the Code that were proposed on January 17, 2001,
notwithstanding any provisions of the Plan to the contrary. This amendment shall
continue in effect until the end of the last calendar year beginning before the
effective date of final regulations under Section 401(a)(9) of the Code or such
other date as may be specified in guidance published by the Internal Revenue
Service.

         (e)      Subject to the provisions of Paragraph (d), a Participant's
Benefit Commencement Date shall not occur unless the Article VI, VII, VIII, or
IX event entitling the Participant (or his beneficiary) to a benefit constitutes
a distributable event described in section 401(k)(2)(B) of the Code and shall
not occur while the Participant is employed by the Employer or any Controlled
Entity (irrespective of whether the Participant has become entitled to a
distribution of his benefit pursuant to Article VI, VII, VIII, or IX).

         (f)      Paragraphs (a), (b), and (c) above notwithstanding, but
subject to the provisions of Paragraph (d) above, a Participant and the
beneficiary of a Participant who dies prior to his Benefit Commencement Date,
other than a Participant whose Vested Interest in his Accounts is not in excess
of $5,000 (as determined pursuant to Section 10.4), must file a claim for
benefits in the manner and on the form prescribed by the Committee before
payment of his benefit will be made.

         (g)      Notwithstanding Paragraphs (a), (b), (c), but subject to
Paragraphs (d), (e) and (f), upon written notice to the Committee within the
time and in the manner prescribed by the Committee, a former participant in the
Axsia Plan may defer commencement of receipt of the portion of his benefit under
the Plan which is attributable to amounts transferred to the Plan from the Axsia
Plan, including net income (or net loss) credited thereto and less any
withdrawals therefrom after such transfer, until the latest Benefit Commencement
Date that would be permissible with respect to such Participant pursuant to
Paragraph (d) above.

         (h)      Notwithstanding the provisions of the Plan regarding
availability of distributions from the Plan upon "termination of employment," a
Participant's Accounts shall be distributed on account of the Participant's
"severance from

                                      -19-

<PAGE>

employment" as such term is used in section 401(k)(2)(B)(i)(I) of the Code.
Distributions permitted under the Plan upon a Participant's "severance from
employment" pursuant to the preceding sentence shall apply for distributions
after December 31, 2001 regardless of when the severance from employment
occurred.

         10.2     FORM OF PAYMENT AND PAYEE.

         (a)      Subject to the provisions of Paragraph (b) below, a
Participant's benefit shall be provided from the balance of such Participant's
Accounts under the Plan and shall be paid in cash in one lump sum on the
Participant's Benefit Commencement Date. Except as provided in Section 19.4, the
Participant's benefit shall be paid to the Participant unless the Participant
has died prior to his Benefit Commencement Date, in which case the Participant's
benefit shall be paid to his beneficiary designated in accordance with the
provisions of Section 9.2.

         (b)      Benefits shall be paid (or transferred pursuant to Section
10.3) in cash except that a Participant (or his designated beneficiary or legal
representative in the case of a deceased Participant) may elect to have the
portion of his Accounts invested in Company Stock paid (or transferred pursuant
to Section 10.3) in full shares of Company Stock with any balance (including
fractional shares of Company Stock) to be paid or transferred in cash.
Conversions of Company Stock to cash and cash to Company Stock shall be based
upon the value of Company Stock on the Participant's Benefit Commencement Date.

         (c)      Paragraphs (a) and (b) above notwithstanding, if a former
participant in the Axsia Plan made a written election within the time permitted
by law to receive retirement benefits in a manner consistent with the terms of
the Axsia Plan, the Serck-Baker Inc. 401(k) Pension Plan, or the Ion Track
Instruments Retirement Savings Plan as any of such plans were in effect on
December 31, 1983, such election, unless subsequently revoked, shall determine
the manner in which his distributions are made.

         10.3.    DIRECT ROLLOVER ELECTION. Notwithstanding any provision of the
Plan to the contrary that would otherwise limit a Distributee's election under
this Section, a Distributee may elect, at the time and in the manner prescribed
by the Committee, to have all or any portion of an Eligible Rollover
Distribution (other than any portion attributable to the offset of an
outstanding loan balance of such Participant pursuant to the Plan's loan
procedure) paid directly to an Eligible Retirement Plan specified by the
Distributee in a Direct Rollover. Prior to any Direct Rollover pursuant to this
Section, the Committee may require the Distributee to furnish the Committee with
a statement from the plan, account, or annuity to which the benefit is to be
transferred verifying that such plan, account, or annuity is, or is intended to
be, an Eligible Retirement Plan.

         10.4     CASH-OUT OF BENEFIT. If a Participant terminates his
employment and his Vested Interest in his Accounts is not in excess of $5,000,
such Participant's benefit shall be paid in one lump sum payment in lieu of any
other form of benefit herein provided. Any such payment shall be made at the
time specified in Section 10.1(a) without regard to the consent restrictions of
Section 10.1(b). The provisions of this Section shall not be applicable to a
Participant following his Benefit Commencement Date. For purposes of this
Section 10.4, the value of a Participant's Vested Interest in his Accounts shall
be determined without regard to that portion of his Accounts which is
attributable to Rollover Contributions (and earnings allocable thereto) within
the meaning of sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and
457(e)(16) of the Code. If the value of a Participant's Accounts as so
determined is $5,000 or less, the Participant's entire nonforfeitable account
balance (including amounts attributable to such Rollover Contributions) shall be
distributed pursuant to this Section 10.4.

         10.5     UNCLAIMED BENEFITS. In the case of a benefit payable on behalf
of a Participant, if the Committee is unable to locate the Participant or
beneficiary to whom such benefit is payable, upon the Committee's determination
thereof, such benefit shall be forfeited. Notwithstanding the foregoing, if
subsequent to any such forfeiture the Participant or beneficiary to whom such
benefit is payable makes a valid claim for such benefit, such forfeited benefit
shall be restored to the Plan in the manner provided in Section 8.7.

         10.6     CLAIMS REVIEW.

         (a)      Definitions. For purposes of this Section, the following
terms, when capitalized, will be defined as follows:

                                      -20-

<PAGE>

                  (1)      Adverse Benefit Determination: Any denial, reduction
         or termination of or failure to provide or make payment (in whole or in
         part) for a Plan benefit, including any denial, reduction, termination
         or failure to provide or make payment that is based on a determination
         of a Claimant's eligibility to participate in the Plan. Further, any
         invalidation of a claim for failure to comply with the claim submission
         procedure will be treated as an Adverse Benefit Determination.

                  (2)      Benefits Administrator: The person or office to whom
         the Committee has delegated day-to-day Plan administration
         responsibilities and who, pursuant to such delegation, processes Plan
         benefit claims in the ordinary course.

                  (3)      Claimant: A Participant or beneficiary or an
         authorized representative of such Participant or beneficiary who has
         filed or desires to file a claim for a Plan benefit.

         (b)      Filing of Benefit Claim. To file a benefit claim under the
Plan, a Claimant must obtain from the Benefits Administrator the information and
benefit claim forms described in Section 10.1. If, after reviewing the
information so provided, the Claimant needs additional information regarding his
Plan benefits, he may obtain such information by submitting a written request to
the Benefits Administrator describing the additional information needed. A
Claimant may only request a Plan benefit by fully completing and submitting to
the Benefits Administrator the benefit claim forms described in Section 10.1.

         (c)      Processing of Benefit Claim. Upon receipt of fully completed
benefit claim forms from a Claimant, the Benefits Administrator shall determine
if the Claimant's right to the requested benefit, payable at the time or times
and in the form requested, is clear and, if so, shall process such benefit claim
without resort to the Committee. If the Benefits Administrator determines that
the Claimant's right to the requested benefit, payable at the time or times and
in the form requested, is not clear, it shall refer the benefit claim to the
Committee for review and determination, which referral shall include:

                  (1)      All materials submitted to the Benefits Administrator
         by the Claimant in connection with the claim;

                  (2)      A written description of why the Benefits
         Administrator was of the view that the Claimant's right to the benefit,
         payable at the time or times and in the form requested, was not clear;

                  (3)      A description of all Plan provisions pertaining to
         the benefit claim;

                  (4)      Where appropriate, a summary as to whether such Plan
         provisions have in the past been consistently applied with respect to
         other similarly situated Claimants; and

                  (5)      Such other information as may be helpful or relevant
         to the Committee in its consideration of the claim.

If the Claimant's claim is referred to the Committee, the Claimant may examine
any relevant document relating to his claim and may submit written comments or
other information to the Committee to supplement his benefit claim. Within
thirty days of receipt from the Benefits Administrator of a benefit claim
referral (or such longer period as may be necessary due to unusual circumstances
or to enable the Claimant to submit comments), but in any event not later than
will permit the Committee sufficient time to fully and fairly consider the claim
and make a determination within the time frame provided in Paragraph (d) below,
the Committee shall consider the referral regarding the claim of the Claimant
and make a decision as to whether it is to be approved, modified or denied. If
the claim is approved, the Committee shall direct the Benefits Administrator to
process the approved claim as soon as administratively practicable.

         (d)      Notification of Adverse Benefit Determination. In any case of
an Adverse Benefit Determination of a claim for a Plan benefit, the Committee
shall furnish written notice to the affected Claimant within a reasonable period
of time but not later than ninety days after receipt of such claim for Plan
benefits (or within 180 days if special circumstances necessitate an extension
of the ninety-day period and the Claimant is informed of such extension in
writing within the ninety-day period and is provided with an extension notice
consisting of an explanation of the special circumstances requiring the
extension of

                                      -21-

<PAGE>

time and the date by which the benefit determination will be rendered). Any
notice that denies a benefit claim of a Claimant in whole or in part shall, in a
manner calculated to be understood by the Claimant:

                  (1)      State the specific reason or reasons for the Adverse
         Benefit Determination;

                  (2)      Provide specific reference to pertinent Plan
         provisions on which the Adverse Benefit Determination is based;

                  (3)      Describe any additional material or information
         necessary for the Claimant to perfect the claim and explain why such
         material or information is necessary; and

                  (4)      Describe the Plan's review procedures and the time
         limits applicable to such procedures, including a statement of the
         Claimant's right to bring a civil action under section 502(a) of ERISA
         following an Adverse Benefit Determination on review.

         (e)      Review of Adverse Benefit Determination. A Claimant has the
right to have an Adverse Benefit Determination reviewed in accordance with the
following claims review procedure:

                  (1)      The Claimant must submit a written request for such
         review to the Committee not later than 60 days following receipt by the
         Claimant of the Adverse Benefit Determination notification;

                  (2)      The Claimant shall have the opportunity to submit
         written comments, documents, records, and other information relating to
         the claim for benefits to the Committee;

                  (3)      The Claimant shall have the right to have all
         comments, documents, records, and other information relating to the
         claim for benefits that have been submitted by the Claimant considered
         on review without regard to whether such comments, documents, records
         or information was considered in the initial benefit determination; and

                  (4)      The Claimant shall have reasonable access to, and
         copies of, all documents, records, and other information relevant to
         the claim for benefits free of charge upon request, including (a)
         documents, records or other information relied upon for the benefit
         determination, (b) documents, records or other information submitted,
         considered or generated without regard to whether such documents,
         records or other information were relied upon in making the benefit
         determination, and (c) documents, records or other information that
         demonstrates compliance with the standard claims procedure.

The decision on review by the Committee will be binding and conclusive upon all
persons, and the Claimant shall neither be required nor be permitted to pursue
further appeals to the Committee.

         (f)      Notification of Benefit Determination on Review. Notice of the
Committee's final benefit determination regarding an Adverse Benefit
Determination will be furnished in writing or electronically to the Claimant
after a full and fair review. Notice of an Adverse Benefit Determination upon
review will:

                  (1)      State the specific reason or reasons for the Adverse
         Benefit Determination;

                  (2)      Provide specific reference to pertinent Plan
         provisions on which the Adverse Benefit Determination is based;

                  (3)      State that the Claimant is entitled to receive, upon
         request and free of charge, reasonable access to, and copies of, all
         documents, records, and other information relevant to the Claimant's
         claim for benefits including (a) documents, records or other
         information relied upon for the benefit determination, (b) documents,
         records or other information submitted, considered or generated without
         regard to whether such documents, records or other information were
         relied upon in making the benefit determination, and (c) documents,
         records or other information that demonstrates compliance with the
         standard claims procedure; and

                                      -22-

<PAGE>

                  (4)      Describe the Claimant's right to bring an action
         under section 502(a) of ERISA.

The Committee shall notify a Claimant of its determination on review with
respect to the Adverse Benefit Determination of the Claimant within a reasonable
period of time but not later than sixty days after the receipt of the Claimant's
request for review unless the Committee determines that special circumstances
require an extension of time for processing the review of the Adverse Benefit
Determination. If the Committee determines that such extension of time is
required, written notice of the extension (which shall indicate the special
circumstances requiring the extension and the date by which the Committee
expects to render the determination on review) shall be furnished to the
Claimant prior to the termination of the initial sixty-day review period. In no
event shall such extension exceed a period of sixty days from the end of the
initial sixty-day review period. In the event such extension is due to the
Claimant's failure to submit necessary information, the period for making the
determination on a review will be tolled from the date on which the notification
of the extension is sent to the Claimant until the date on which the Claimant
responds to the request for additional information.

         (g)      Exhaustion of Administrative Remedies. Completion of the
claims procedures described in this Section will be a condition precedent to the
commencement of any legal or equitable action in connection with a claim for
benefits under the Plan by a Claimant or by any other person or entity claiming
rights individually or through a Claimant; provided, however, that the Committee
may, in its sole discretion, waive compliance with such claims procedures as a
condition precedent to any such action.

         (h)      Payment of Benefits. If the Benefits Administrator or
Committee determines that a Claimant is entitled to a benefit hereunder, payment
of such benefit will be made to such Claimant (or commence, as applicable) as
soon as administratively practicable after the date the Benefits Administrator
or Committee determines that such Claimant is entitled to such benefit or on any
other later date designated by and in the discretion of the Committee.

         (i)      Authorized Representatives. An authorized representative may
act on behalf of a Claimant in pursuing a benefit claim or an appeal of an
Adverse Benefit Determination. An individual or entity will only be determined
to be a Claimant's authorized representative for such purposes if the Claimant
has provided the Committee with a written statement identifying such individual
or entity as his authorized representative and describing the scope of the
authority of such authorized representative. In the event a Claimant identifies
an individual or entity as his authorized representative in writing to the
Committee but fails to describe the scope of the authority of such authorized
representative, the Committee shall assume that such authorized representative
has full powers to act with respect to all matters pertaining to the Claimant's
benefit claim under the Plan or appeal of an Adverse Benefit Determination with
respect to such benefit claim.

                                       XI.
                             IN-SERVICE WITHDRAWALS

         11.1     IN-SERVICE WITHDRAWALS.

         (a)      A Participant may withdraw from his After-Tax Account and/or
Rollover Contribution Account any or all amounts held in such Accounts.

         (b)      A Participant who has attained age 59-1/2 and who has made all
available withdrawals pursuant to Paragraph (a) above may withdraw from his
Before-Tax Account an amount not exceeding the then value of such Account.

         (c)      A Participant who has a financial hardship, as determined by
the Committee, who has made all available withdrawals pursuant to the Paragraphs
above and pursuant to the provisions of any other plans of the Employer and any
Controlled Entities of which he is a member, and who has obtained all available
loans pursuant to Article XII and pursuant to the provisions of any other plans
of the Employer and any Controlled Entities of which he is a member may withdraw
from his Employer Contribution Account, his Employer Discretionary Account, his
Rollover Contribution Account, and his Before-Tax Account amounts not to exceed
the lesser of (1) such Participant's Vested Interest in such Accounts or (2) the
amount determined by the Committee as being available for withdrawal pursuant to
this Paragraph. A Participant who makes a withdrawal under this Paragraph may
not make Before-Tax Contributions to the Plan for a period of 12 months
following the date of such withdrawal. Such withdrawal shall come, first, from
the Participant's Rollover Contribution Account, second, from his Employer
Discretionary Account, third, from his Vested Interest in his Employer
Contribution Account and, finally,

                                      -23-

<PAGE>

from his Before-Tax Account. For purposes of this Paragraph, financial hardship
shall mean the immediate and heavy financial needs of the Participant. A
withdrawal based upon financial hardship pursuant to this Paragraph shall not
exceed the amount required to meet the immediate financial need created by the
hardship and not reasonably available from other resources of the Participant.
The amount required to meet the immediate financial need may include any amounts
necessary to pay any federal income taxes reasonably anticipated to result from
the distribution. The determination of the existence of a Participant's
financial hardship and the amount required to be distributed to meet the need
created by the hardship shall be made by the Committee. The decision of the
Committee shall be final and binding, provided that all Participants similarly
situated shall be treated in a uniform and nondiscriminatory manner. A
withdrawal shall be deemed to be made on account of an immediate and heavy
financial need of a Participant if the withdrawal is for:

                  (1)      Expenses for medical care described in section 213(d)
         of the Code previously incurred by the Participant, the Participant's
         spouse, or any dependents of the Participant (as defined in section 152
         of the Code) or necessary for those persons to obtain medical care
         described in section 213(d) of the Code and not reimbursed or
         reimbursable by insurance;

                  (2)      Costs directly related to the purchase of a principal
         residence of the Participant (excluding mortgage payments);

                  (3)      Payment of tuition and related educational fees, and
         room and board expenses, for the next 12 months of post-secondary
         education for the Participant or the Participant's spouse, children, or
         dependents (as defined in section 152 of the Code);

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

                  (5)      Such other financial needs that the Commissioner of
         Internal Revenue may deem to be immediate and heavy financial needs
         through the publication of revenue rulings, notices, and other
         documents of general applicability.

The above notwithstanding, (i) withdrawals under this Paragraph from a
Participant's Before-Tax Account shall be limited to the sum of the
Participant's Before-Tax Contributions to the Plan, plus income allocable
thereto and credited to the Participant's Before-Tax Account as of December 31,
1988, less any previous withdrawals of such amounts, and (ii) Employer Matching
Contributions used to satisfy the restrictions set forth in Section 3.1(f) in
this Plan or a predecessor plan shall not be subject to withdrawal. A
Participant who makes a withdrawal from his Before-Tax Account under this
Paragraph after January 1, 2002 may not make elective contributions or employee
contributions to the Plan or any other qualified or nonqualified plan of the
Employer or any Controlled Entity for a period of six months following the date
of such withdrawal. A Participant who made a withdrawal form his Before-Tax
Account under this Paragraph before January 1, 2002 may not make elective
contributions or employee contributions to the Plan or any other qualified or
nonqualified plan of the Employer or any Controlled Entity for six months
following the date of such withdrawal or until January 1, 2002, if later.
Further, such Participant may not make elective contributions under the Plan or
any other plan maintained by the Employer or any Controlled Entity for such
Participant's taxable year immediately following the taxable year of the
withdrawal in excess of the applicable limit set forth in Section 3.1(d) for
such next taxable year less the amount of such Participant's elective
contributions for the taxable year of the withdrawal.

         11.2     RESTRICTION ON IN-SERVICE WITHDRAWALS.

         (a)      All withdrawals pursuant to this Article shall be made in
accordance with procedures established by the Committee.

         (b)      Notwithstanding the provisions of this Article, no withdrawal
shall be made from an Account to the extent such Account has been pledged to
secure a loan from the Plan.

                                      -24-

<PAGE>

         (c)      If a Participant's Account from which a withdrawal is made is
invested in more than one Investment Fund, the withdrawal shall be made in
sequence starting with the most conservative Investment Fund and ending with the
most aggressive as determined by the Committee.

         (d)      All withdrawals under this Article shall be paid in cash.

         (e)      Any withdrawal hereunder, other than any withdrawals pursuant
to Section 11.1(c) on or after January 1, 2002, shall be subject to the Direct
Rollover election described in Section 10.3.

         (f)      This Article shall not be applicable to a Participant
following termination of employment, and the amounts in such Participant's
Accounts shall be distributable only in accordance with the provisions of
Article X.

         11.3     WITHDRAWALS OF PRIOR PLAN AMOUNTS.

         (a)      A Participant who has attained age 59-1/2 may withdraw from
each Account an amount not exceeding the portion of each such Account that was
transferred to the Plan from the Cynara Plan, including net income (or net loss)
credited thereto after such transfer.

         (b)      A Participant may withdraw the portion of his Accounts, if
any, that is attributable to matching contributions transferred to the Plan from
the Combustion Engineering, Inc. Employee Thrift-Investment Plan, including net
income (or net loss) credited thereto after such transfer.

         (c)      A Participant who has attained age 59-1/2, was a participant
in the Axsia Plan, was an employee of Ion Track Instruments Incorporated, and
had amounts transferred to the Axsia Plan (or a predecessor thereof) from the
Ion Track Instruments Retirement Savings Plan or the Serck-Baker Inc. 401(k)
Plan may withdraw an amount not exceeding the then value of his Before-Tax
Account and/or Employer Discretionary Contributions Account.

                                      XII.
                                      LOANS

         12.1     ELIGIBILITY FOR LOAN. Upon application by (1) any Participant
who is an Employee or (2) any Participant (A) who is a party in interest as that
term is defined in section 3(14) of the Act, as to the Plan, (B) who is no
longer employed by the Employer, who is a beneficiary of a deceased Participant,
or who is an alternate payee under a qualified domestic relations order, as
defined in section 414(p)(8) of the Code, and (C) who retains an Account balance
under the Plan (an individual who is eligible to apply for a loan under this
Article being hereinafter referred to as a "Participant" for purposes of this
Article), the Committee may in its discretion direct the Trustee to make a loan
or loans to such Participant. Such loans shall be made pursuant to the
provisions of the Committee's written loan procedure, which procedure is hereby
incorporated by reference as a part of the Plan.

         12.2     MAXIMUM LOAN.

         (a)      A loan to a Participant may not exceed 50% of the then value
of such Participant's Vested Interest in his Accounts.

         (b)      Paragraph (a) above to the contrary notwithstanding, no loan
shall be made from the Plan to the extent that such loan would cause the total
of all loans made to a Participant from all qualified plans of the Employer or a
Controlled Entity ("Outstanding Loans") to exceed the lesser of:

                  (1)      $50,000 (reduced by the excess, if any, of (A) the
         highest outstanding balance of Outstanding Loans during the one-year
         period ending on the day before the date on which the loan is to be
         made, over (B) the outstanding balance of Outstanding Loans on the date
         on which the loan is to be made); or

                  (2)      One-half the present value of the Participant's
         nonforfeitable accrued benefit under all qualified plans of the
         Employer or a Controlled Entity.

                                      -25-

<PAGE>

                                      XIII.
                           ADMINISTRATION OF THE PLAN

         13.1     APPOINTMENT OF COMMITTEE. For purposes of the Act, the Company
shall be the Plan "administrator" and shall be the "named fiduciary" with
respect to the general administration of the Plan (except as to the investment
of the assets of the Trust Fund). To carry out the duties of the Company in the
administration of the Plan, the Committee shall be appointed by the Directors
and shall consist of one or more persons. Any individual, whether or not an
Employee, is eligible to become a member of the Committee. Each member of the
Committee shall, before entering upon the performance of his duties, qualify by
signing a consent to serve as a member of the Committee under and pursuant to
the Plan and by filing such consent with the records of the Committee.

         13.2     TERM, VACANCIES, RESIGNATION, AND REMOVAL. Each member of the
Committee shall serve until he resigns, dies, or is removed by the Directors. At
any time during his term of office, a member of the Committee may resign by
giving written notice to the Directors and the Committee, such resignation to
become effective upon the appointment of a substitute member or, if earlier, the
lapse of 30 days after such notice is given as herein provided. At any time
during his term of office, and for any reason, a member of the Committee may be
removed by the Directors with or without cause, and the Directors may in their
discretion fill any vacancy that may result therefrom. Any member of the
Committee who is an Employee shall automatically cease to be a member of the
Committee as of the date he ceases to be employed by the Employer or a
Controlled Entity.

         13.3     OFFICERS, RECORDS, AND PROCEDURES. The Committee may select
officers and may appoint a secretary who need not be a member of the Committee.
The Committee shall keep appropriate records of its proceedings and the
administration of the Plan and shall make available for examination during
business hours to any Participant or beneficiary such records as pertain to that
individual's interest in the Plan. The Committee shall designate the person or
persons who shall be authorized to sign for the Committee, and, upon such
designation, the signature of such person or persons shall bind the Committee.

         13.4     MEETINGS. The Committee shall hold meetings upon such notice
and at such time and place as it may from time to time determine. Notice to a
member shall not be required if waived in writing by that member. A majority of
the members of the Committee duly appointed shall constitute a quorum for the
transaction of business. All resolutions or other actions taken by the Committee
at any meeting where a quorum is present shall be by vote of a majority of those
present at such meeting and entitled to vote. Resolutions may be adopted or
other action taken without a meeting upon written consent signed by all of the
members of the Committee.

         13.5     SELF-INTEREST OF MEMBERS. No member of the Committee shall
have any right to vote or decide upon any matter relating solely to himself
under the Plan or to vote in any case in which his individual right to claim any
benefit under the Plan is particularly involved. In any case in which a
Committee member is so disqualified to act and the remaining members cannot
agree, the Directors shall appoint a temporary substitute member to exercise all
the powers of the disqualified member concerning the matter in which he is
disqualified.

         13.6     COMPENSATION AND BONDING. The members of the Committee shall
not receive compensation with respect to their services for the Committee. To
the extent required by the Act or other applicable law, or required by the
Company, members of the Committee shall furnish bond or security for the
performance of their duties hereunder.

         13.7     COMMITTEE POWERS AND DUTIES. The Committee shall supervise the
administration and enforcement of the Plan according to the terms and provisions
hereof and shall have all powers necessary to accomplish these purposes,
including, but not by way of limitation, the right, power, authority, and duty:

         (a)      To make rules, regulations, and bylaws for the administration
of the Plan that are not inconsistent with the terms and provisions hereof,
provided such rules, regulations, and bylaws are evidenced in writing and copies
thereof are delivered to the Trustee and to the Company, and to enforce the
terms of the Plan and the rules and regulations promulgated thereunder by the
Committee;

                                      -26-

<PAGE>

         (b)      To construe in its discretion all terms, provisions,
conditions, and limitations of the Plan, and, in all cases, the construction
necessary for the Plan to qualify under the applicable provisions of the Code
shall control;

         (c)      To correct any defect, to supply any omission, or to reconcile
any inconsistency that may appear in the Plan in such manner and to such extent
as it shall deem expedient in its discretion to effectuate the purposes of the
Plan;

         (d)      To employ and compensate such accountants, attorneys,
investment advisors, and other agents, employees, and independent contractors as
the Committee may deem necessary or advisable for the proper and efficient
administration of the Plan;

         (e)      To determine in its discretion all questions relating to
eligibility;

         (f)      To make a determination in its discretion as to the right of
any person to a benefit under the Plan and to prescribe procedures to be
followed by distributees in obtaining benefits hereunder;

         (g)      To prepare, file, and distribute, in such manner as the
Committee determines to be appropriate, such information and material as is
required by the reporting and disclosure requirements of the Act;

         (h)      To furnish the Employer any information necessary for the
preparation of such Employer's tax return or other information that the
Committee determines in its discretion is necessary for a legitimate purpose;

         (i)      To require and obtain from the Employer and the Participants
any information or data that the Committee determines is necessary for the
proper administration of the Plan;

         (j)      To instruct the Trustee as to the loans to Participants
pursuant to the provisions of Article XII;

         (k)      To establish or designate Investment Funds as investment
options as provided in Article V;

         (l)      To appoint investment managers pursuant to Section 15.5;

         (m)      To instruct the Trustee as to the voting of shares of Company
Stock and as to the response to a tender or exchange offer for shares of Company
Stock held in the Trust Fund to the extent timely direction as to such voting or
response is not received from the Participant to whose Accounts such shares are
allocated; and

         (n)      To receive and review reports from the Trustee and from
investment managers as to the financial condition of the Trust Fund, including
its receipts and disbursements.

         13.8     EMPLOYER TO SUPPLY INFORMATION. The Employer shall supply full
and timely information to the Committee, including, but not limited to,
information relating to each Participant's Compensation, age, retirement, death,
or other cause of termination of employment and such other pertinent facts as
the Committee may require. The Employer shall advise the Trustee of such of the
foregoing facts as are deemed necessary for the Trustee to carry out the
Trustee's duties under the Plan. When making a determination in connection with
the Plan, the Committee shall be entitled to rely upon the aforesaid information
furnished by the Employer.

         13.9     TEMPORARY RESTRICTIONS. In order to ensure an orderly
transition in the transfer of assets to the Trust Fund from another trust fund
maintained under the Plan or from the trust fund of a plan that is merging into
the Plan or transferring assets to the Plan, the Committee may, in its
discretion, temporarily prohibit or restrict withdrawals, loans, changes to
contribution elections, changes of investment designation of future
contributions, transfers of amounts from one Investment Fund to another
Investment Fund, or such other activity as the Committee deems appropriate;
provided that any such temporary cessation or restriction of such activity shall
be in compliance with all applicable law.

         13.10    INDEMNIFICATION. The Company shall indemnify and hold harmless
each member of the Committee and each Employee who is a delegate of the
Committee against any and all expenses and liabilities arising out of his
administrative functions or fiduciary responsibilities, including any expenses
and liabilities that are caused by or result from an act or omission
constituting the negligence of such individual in the performance of such
functions or responsibilities, but excluding

                                      -27-

<PAGE>

expenses and liabilities that are caused by or result from such individual's own
gross negligence or willful misconduct. Expenses against which such individual
shall be indemnified hereunder shall include, without limitation, the amounts of
any settlement or judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted or a proceeding brought or
settlement thereof.

                                      XIV.
                    TRUSTEE AND ADMINISTRATION OF TRUST FUND

         14.1     APPOINTMENT, RESIGNATION, REMOVAL, AND REPLACEMENT OF TRUSTEE.
The Trustee shall be appointed, removed, and replaced by and in the sole
discretion of the Directors. The Trustee shall be the "named fiduciary" with
respect to investment of the Trust Fund's assets.

         14.2     TRUST AGREEMENT. As a means of administering the assets of the
Plan, the Company has entered into a Trust Agreement. The administration of the
assets of the Plan and the duties, obligations, and responsibilities of the
Trustee shall be governed by the Trust Agreement. The Trust Agreement may be
amended from time to time as the Company deems advisable in order to effectuate
the purposes of the Plan. The Trust Agreement is incorporated herein by
reference and thereby made a part of the Plan.

         14.3     PAYMENT OF EXPENSES. All expenses incident to the
administration of the Plan and Trust, including, but not limited to, legal,
accounting, and Trustee fees, direct expenses of the Employer and the Committee
in the administration of the Plan, and the cost of furnishing any bond or
security required of the Committee, shall be paid by the Trustee from the Trust
Fund and, until paid, shall constitute a claim against the Trust Fund that is
paramount to the claims of Participants and beneficiaries; provided, however,
that (a) the obligation of the Trustee to pay such expenses from the Trust Fund
shall cease to exist to the extent such expenses are paid by the Employer, and
(b) in the event the Trustee's compensation is to be paid, pursuant to this
Section, from the Trust Fund, any individual serving as Trustee who already
receives full-time pay from an Employer or an association of Employers whose
employees are Participants, or from an employee organization whose members are
Participants, shall not receive any additional compensation for serving as
Trustee. This Section shall be deemed to be a part of any contract to provide
for expenses of Plan and Trust administration, whether or not the signatory to
such contract is, as a matter of convenience, the Employer.

         14.4     TRUST FUND PROPERTY. All income, profits, recoveries,
contributions, forfeitures, and any and all moneys, securities, and properties
of any kind at any time received or held by the Trustee hereunder shall be held
for investment purposes as a commingled Trust Fund. The Committee shall maintain
Accounts in the name of each Participant, but the maintenance of an Account
designated as the Account of a Participant shall not mean that such Participant
shall have a greater or lesser interest than that due him by operation of the
Plan and shall not be considered as segregating any funds or property from any
other funds or property contained in the commingled fund. No Participant shall
have any title to any specific asset in the Trust Fund.

         14.5     DISTRIBUTIONS FROM PARTICIPANTS' ACCOUNTS. Distributions from
a Participant's Accounts shall be made by the Trustee only if, when, and in the
amount and manner directed in writing by the Committee. Any distribution made to
a Participant or for his benefit shall be debited to such Participant's Account
or Accounts. All distributions hereunder shall be made in cash except as
otherwise specifically provided herein.

         14.6     PAYMENTS SOLELY FROM TRUST FUND. All benefits payable under
the Plan shall be paid or provided for solely from the Trust Fund, and neither
the Employer nor the Trustee assumes any liability or responsibility for the
adequacy thereof. The Committee or the Trustee may require execution and
delivery of such instruments as are deemed necessary to assure proper payment of
any benefits.

         14.7     NO BENEFITS TO THE EMPLOYER. No part of the corpus or income
of the Trust Fund shall be used for any purpose other than the exclusive purpose
of providing benefits for the Participants and their beneficiaries and of
defraying reasonable expenses of administering the Plan and Trust. Anything to
the contrary herein notwithstanding, the Plan shall not be construed to vest any
rights in the Employer other than those specifically given hereunder.

                                      -28-

<PAGE>

                                       XV.
                              FIDUCIARY PROVISIONS

         15.1.    ARTICLE CONTROLS. This Article shall control over any
contrary, inconsistent, or ambiguous provisions contained in the Plan.

         15.2     GENERAL ALLOCATION OF FIDUCIARY DUTIES. Each fiduciary with
respect to the Plan shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given him under the Plan.
The Directors shall have the sole authority to appoint and remove the Trustee
and members of the Committee. Except as otherwise specifically provided herein,
the Company and the Committee shall have the sole responsibility for the
administration of the Plan, which responsibility is specifically described
herein. Except as otherwise specifically provided herein and in the Trust
Agreement, the Trustee shall have the sole responsibility for the
administration, investment, and management of the assets held under the Plan. It
is intended under the Plan that each fiduciary shall be responsible for the
proper exercise of his own powers, duties, responsibilities, and obligations
hereunder and shall not be responsible for any act or failure to act of another
fiduciary except to the extent provided by law or as specifically provided
herein.

         15.3     FIDUCIARY DUTY. Each fiduciary under the Plan, including, but
not limited to, the Company and the Trustee as "named fiduciaries," shall
discharge his duties and responsibilities with respect to the Plan:

         (a)      Solely in the interest of the Participants, for the exclusive
purpose of providing benefits to Participants and their beneficiaries and of
defraying reasonable expenses of administering the Plan and Trust;

         (b)      With the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims;

         (c)      By diversifying the investments of the Plan so as to minimize
the risk of large losses, unless under the circumstances it is prudent not to do
so; and

         (d)      In accordance with the documents and instruments governing the
Plan insofar as such documents and instruments are consistent with applicable
law.

No fiduciary shall cause the Plan or Trust Fund to enter into a "prohibited
transaction" as provided in section 4975 of the Code or section 406 of the Act.

         15.4     DELEGATION OF FIDUCIARY DUTIES. The Committee may appoint
subcommittees, individuals, or any other agents as it deems advisable and may
delegate to any of such appointees any or all of the powers and duties of the
Committee. Such appointment and delegation must specify in writing the powers or
duties being delegated and must be accepted in writing by the delegatee. Upon
such appointment, delegation and acceptance, the delegating Committee members
shall have no liability for the acts or omissions of any such delegatee, as long
as the delegating Committee members do not violate any fiduciary responsibility
in making or continuing such delegation.

         15.5     INVESTMENT MANAGER. The Committee may, in its sole discretion,
appoint an "investment manager," with power to manage, acquire, or dispose of
any asset of the Plan and to direct the Trustee in this regard, so long as:

         (a)      The investment manager is (1) registered as an investment
adviser under the Investment Advisers Act of 1940, (2) not registered as an
investment adviser under such act by reason of paragraph (1) of section 203A(a)
of such act, is registered as an investment adviser under the laws of the state
(referred to in such paragraph (1)) in which it maintains its principal office
and place of business, and, at the time it last filed the registration form most
recently filed by it with such state in order to maintain its registration under
the laws of such state, also filed a copy of such form with the Secretary of
Labor, (3) a bank, as defined in the Investment Advisers Act of 1940, or (4) an
insurance company qualified to do business under the laws of more than one
state; and

         (b)      Such investment manager acknowledges in writing that he is a
fiduciary with respect to the Plan.

                                      -29-

<PAGE>

Upon such appointment, the Committee shall not be liable for the acts of the
investment manager, as long as the Committee members do not violate any
fiduciary responsibility in making or continuing such appointment. The Trustee
shall follow the directions of such investment manager and shall not be liable
for the acts or omissions of such investment manager. The investment manager may
be removed by the Committee at any time and within the Committee's sole
discretion.

                                      XVI.
                                   AMENDMENTS

         16.1     RIGHT TO AMEND. Subject to Section 16.2 and any other
limitations contained in the Act or the Code, the Directors may from time to
time amend, in whole or in part, any or all of the provisions of the Plan on
behalf of the Company and all Employers; provided, however, that any amendments
to the Plan that do not have a significant cost impact on the Employer may also
be made by the Committee. Specifically, but not by way of limitation, the
Directors or the Committee may make any amendment necessary to acquire and
maintain a qualified status for the Plan under the Code, whether or not
retroactive.

         16.2     LIMITATION ON AMENDMENTS. No amendment of the Plan shall be
made that would vest in the Employer, directly or indirectly, any interest in or
control of the Trust Fund. No amendment shall be made that would vary the Plan's
exclusive purpose of providing benefits to Participants and their beneficiaries
and of defraying reasonable expenses of administering the Plan or that would
permit the diversion of any part of the Trust Fund from that exclusive purpose.
No amendment shall be made that would reduce any then nonforfeitable interest of
a Participant. No amendment shall increase the duties or responsibilities of the
Trustee unless the Trustee consents thereto in writing.

                                      XVII.
                  DISCONTINUANCE OF CONTRIBUTIONS, TERMINATION,
                PARTIAL TERMINATION, AND MERGER OR CONSOLIDATION

         17.1     RIGHT TO DISCONTINUE CONTRIBUTIONS, TERMINATE, OR PARTIALLY
TERMINATE. The Employer has established the Plan with the bona fide intention
and expectation that from year to year it will be able to, and will deem it
advisable to, make its contributions as herein provided. However, the Directors
realize that circumstances not now foreseen, or circumstances beyond its
control, may make it either impossible or inadvisable for the Employer to
continue to make its contributions to the Plan. Therefore, the Directors shall
have the right and the power to discontinue contributions to the Plan, terminate
the Plan, or partially terminate the Plan at any time hereafter. Each member of
the Committee and the Trustee shall be notified of such discontinuance,
termination, or partial termination.

         17.2     PROCEDURE IN THE EVENT OF DISCONTINUANCE OF CONTRIBUTIONS,
TERMINATION, OR PARTIAL TERMINATION.

         (a)      If the Plan is amended so as to permanently discontinue
Employer Contributions, or if Employer Contributions are in fact permanently
discontinued, the Vested Interest of each affected Participant shall be 100%,
effective as of the date of discontinuance. In case of such discontinuance, the
Committee shall remain in existence, and all other provisions of the Plan that
are necessary, in the opinion of the Committee, for equitable operation of the
Plan shall remain in force.

         (b)      If the Plan is terminated or partially terminated, the Vested
Interest of each affected Participant shall be 100%, effective as of the
termination date or partial termination date, as applicable. Unless the Plan is
otherwise amended prior to dissolution of the Company, the Plan shall terminate
as of the date of dissolution of the Company.

         (c)      Upon discontinuance of contributions, termination, or partial
termination, any previously unallocated contributions, forfeitures, and net
income (or net loss) shall be allocated among the Accounts of the Participants
on such date of discontinuance, termination, or partial termination according to
the provisions of Article IV. The net income (or net loss) of the Trust Fund
shall continue to be allocated to the Accounts of the Participants until the
balances of the Accounts are distributed.

         (d)      In the case of a termination or partial termination of the
Plan, and in the absence of a Plan amendment to the contrary, the Trustee shall
pay the balance of the Accounts of a Participant for whom the Plan is so
terminated, or who is

                                      -30-

<PAGE>

affected by such partial termination, to such Participant, subject to the time
of payment, form of payment, and consent provisions of Article X.

         17.3     MERGER, CONSOLIDATION, OR TRANSFER. This Plan and Trust Fund
may not merge or consolidate with, or transfer its assets or liabilities to, any
other plan, unless immediately thereafter each Participant would, in the event
such other plan terminated, be entitled to a benefit that is equal to or greater
than the benefit to which he would have been entitled if the Plan were
terminated immediately before the merger, consolidation, or transfer.

                                     XVIII.
                             PARTICIPATING EMPLOYERS

         18.1     DESIGNATION OF OTHER EMPLOYERS.

         (a)      The Committee may designate any entity or organization
eligible by law to participate in the Plan and the Trust as an Employer by
written instrument delivered to the Secretary of the Company, the Trustee, and
the designated Employer. Such written instrument shall specify the effective
date of such designated participation, may incorporate specific provisions
relating to the operation of the Plan that apply to the designated Employer
only, and shall become, as to such designated Employer and its Employees, a part
of the Plan.

         (b)      Each designated Employer shall be conclusively presumed to
have consented to its designation and to have agreed to be bound by the terms of
the Plan and Trust Agreement and any and all amendments thereto upon its
submission of information to the Committee required by the terms of or with
respect to the Plan or upon making a contribution to the Trust Fund pursuant to
the terms of the Plan; provided, however, that the terms of the Plan may be
modified so as to increase the obligations of an Employer only with the consent
of such Employer, which consent shall be conclusively presumed to have been
given by such Employer upon its submission of any information to the Committee
required by the terms of or with respect to the Plan or upon making a
contribution to the Trust Fund pursuant to the terms of the Plan following
notice of such modification.

         (c)      The provisions of the Plan and the Trust Agreement shall apply
separately and equally to each Employer and its Employees in the same manner as
is expressly provided for the Company and its Employees, except that the power
to appoint or otherwise affect the Committee or the Trustee and the power to
amend or terminate the Plan and Trust Agreement shall be exercised by the
Directors, or by the Committee, if applicable, alone, and, in the case of
Employers that are Controlled Entities, Employer Discretionary Contributions to
be allocated pursuant to Section 4.2(d) shall be allocated on an aggregate basis
among the Participants employed by all Employers; provided, however, that each
Employer shall contribute to the Trust Fund its share of the total Employer
Discretionary Contribution for a Plan Year based on the Participants in its
employ during such Plan Year.

         (d)      Transfer of employment among Employers shall not be considered
a termination of employment hereunder, and an Hour of Service with one shall be
considered as an Hour of Service with all others.

         (e)      Any Employer may, by appropriate action of its Board of
Directors or noncorporate counterpart communicated in writing to the Secretary
of the Company, the Trustee, and the Committee, terminate its participation in
the Plan and the Trust. Moreover, the Committee may, in its discretion,
terminate an Employer's Plan and Trust participation at any time by written
instrument delivered to the Secretary of the Company, the Trustee, and the
designated Employer.

         18.2     SINGLE PLAN. For purposes of the Code and the Act, the Plan as
adopted by the Employers shall constitute a single plan rather than a separate
plan of each Employer. All assets in the Trust Fund shall be available to pay
benefits to all Participants and their beneficiaries.

                                      XIX.
                            MISCELLANEOUS PROVISIONS

         19.1     NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of
the Plan shall not be deemed to be either a contract between the Employer and
any person or consideration for the employment of any person. Nothing herein

                                      -31-

<PAGE>

contained shall be deemed to give any person the right to be retained in the
employ of the Employer or to restrict the right of the Employer to discharge any
person at any time, nor shall the Plan be deemed to give the Employer the right
to require any person to remain in the employ of the Employer or to restrict any
person's right to terminate his employment at any time.

         19.2     ALIENATION OF INTEREST FORBIDDEN. Except as otherwise provided
with respect to "qualified domestic relations orders" and certain judgments and
settlements pursuant to section 206(d) of the Act and sections 401(a)(13) and
414(p) of the Code and except as otherwise provided under other applicable law,
no right or interest of any kind in any benefit shall be transferable or
assignable by any Participant or any beneficiary or be subject to anticipation,
adjustment, alienation, encumbrance, garnishment, attachment, execution, or levy
of any kind. Plan provisions to the contrary notwithstanding, the Committee
shall comply with the terms and provisions of any "qualified domestic relations
order," including an order that requires distributions to an alternate payee
prior to a Participant's "earliest retirement age" as such term is defined in
section 206(d)(3)(E)(ii) of the Act and section 414(p)(4)(B) of the Code, and
shall establish appropriate procedures to effect the same.

         19.3     UNIFORMED SERVICES EMPLOYMENT AND REEMPLOYMENT RIGHTS ACT
REQUIREMENTS. Notwithstanding any provision of the Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with section 414(u) of the Code.

         19.4     PAYMENTS TO MINORS AND INCOMPETENTS. If a Participant or
beneficiary entitled to receive a benefit under the Plan is a minor or is
determined by the Committee in its discretion to be incompetent or is adjudged
by a court of competent jurisdiction to be legally incapable of giving valid
receipt and discharge for a benefit provided under the Plan, the Committee may
pay such benefit to the duly appointed guardian or conservator of such
Participant or beneficiary for the account of such Participant or beneficiary.
If no guardian or conservator has been appointed for such Participant or
beneficiary, the Committee may pay such benefit to any third party who is
determined by the Committee, in its sole discretion, to be authorized to receive
such benefit for the account of such Participant or beneficiary. Such payment
shall operate as a full discharge of all liabilities and obligations of the
Committee, the Trustee, the Employer, and any fiduciary of the Plan with respect
to such benefit.

         19.5     ACQUISITION AND HOLDING OF COMPANY STOCK. The Plan is
specifically authorized to acquire and hold up to 100% of its assets in Company
Stock so long as Company Stock is a "qualifying employer security," as such term
is defined in section 407(d)(5) of the Act.

         19.6     PARTICIPANT'S AND BENEFICIARY'S ADDRESSES. It shall be the
affirmative duty of each Participant to inform the Committee of, and to keep on
file with the Committee, his current mailing address and the current mailing
address of his designated beneficiary. If a Participant fails to keep the
Committee informed of his current mailing address and the current mailing
address of his designated beneficiary, neither the Committee, the Trustee, the
Employer, nor any fiduciary under the Plan shall be responsible for any late or
lost payment of a benefit or for failure of any notice to be provided timely
under the terms of the Plan.

         19.7     INCORRECT INFORMATION, FRAUD, CONCEALMENT, OR ERROR. Any
contrary provisions of the Plan notwithstanding, if, because of a human or
systems error, or because of incorrect information provided by or correct
information failed to be provided by, fraud, misrepresentation, or concealment
of any relevant fact (as determined by the Committee) by any person the Plan
enrolls any individual, pays benefits under the Plan, incurs a liability or
makes any overpayment or erroneous payment, the Plan shall be entitled to
recover from such person the benefit paid or the liability incurred, together
with all expenses incidental to or necessary for such recovery.

         19.8     SEVERABILITY. If any provision of this Plan shall be held
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions hereof. In such case, each provision shall be
fully severable and the Plan shall be construed and enforced as if said illegal
or invalid provision had never been included herein.

         19.9     JURISDICTION. The situs of the Plan hereby created is Texas.
All provisions of the Plan shall be construed in accordance with the laws of
Texas except to the extent preempted by federal law.

                                      -32-

<PAGE>

                                       XX.
                                TOP-HEAVY STATUS

         20.1     ARTICLE CONTROLS. Any Plan provisions to the contrary
notwithstanding, the provisions of this Article shall control to the extent
required to cause the Plan to comply with the requirements imposed under section
416 of the Code.

         20.2     DEFINITIONS. For purposes of this Article, the following terms
and phrases shall have these respective meanings:

         (a)      Account Balance: As of any Valuation Date, the aggregate
amount credited to an individual's account or accounts under a qualified defined
contribution plan maintained by the Employer or a Controlled Entity (excluding
employee contributions that were deductible within the meaning of section 219 of
the Code and rollover or transfer contributions made after December 31, 1983, by
or on behalf of such individual to such plan from another qualified plan
sponsored by an entity other than the Employer or a Controlled Entity),
increased by (1) the aggregate distributions made to such individual from such
plan during a one-year period ending on the Determination Date (provided,
however that a five-year period shall apply with respect to any distributions
made for a reason other than separation from service, death or disability) and
(2) the amount of any contributions due as of the Determination Date immediately
following such Valuation Date. The account or accounts of any individual who has
not performed services for the Company or a Controlled Entity during the
one-year period ending on the Determination Date shall not be taken into account
for purposes of this Section 20.2(a).

         (b)      Accrued Benefit: As of any Valuation Date, the present value
(computed on the basis of the Assumptions) of the cumulative accrued benefit
(excluding the portion thereof that is attributable to employee contributions
that were deductible pursuant to section 219 of the Code, to rollover or
transfer contributions made after December 31, 1983, by or on behalf of such
individual to such plan from another qualified plan sponsored by an entity other
than the Employer or a Controlled Entity, to proportional subsidies or to
ancillary benefits) of an individual under a qualified defined benefit plan
maintained by the Employer or a Controlled Entity increased by (1) the aggregate
distributions made to such individual from such plan during a one-year period
ending on the Determination Date (provided, however that a five-year period
shall apply with respect to any distributions made for a reason other than
separation from service, death or disability) and (2) the estimated benefit
accrued by such individual between such Valuation Date and the Determination
Date immediately following such Valuation Date. Solely for the purpose of
determining top-heavy status, the Accrued Benefit of an individual shall be
determined under (i) the method, if any, that uniformly applies for accrual
purposes under all qualified defined benefit plans maintained by the Employer
and the Controlled Entities or (ii) if there is no such method, as if such
benefit accrued not more rapidly than under the slowest accrual rate permitted
under section 411(b)(1)(C) of the Code.

         (c)      Aggregation Group: The group of qualified plans maintained by
the Employer and each Controlled Entity consisting of (1) each plan in which a
Key Employee participates and each other plan that enables a plan in which a Key
Employee participates to meet the requirements of section 401(a)(4) or 410 of
the Code or (2) each plan in which a Key Employee participates, each other plan
that enables a plan in which a Key Employee participates to meet the
requirements of section 401(a)(4) or 410 of the Code, and any other plan that
the Employer elects to include as a part of such group; provided, however, that
the Employer may elect to include a plan in such group only if the group will
continue to meet the requirements of sections 401(a)(4) and 410 of the Code with
such plan being taken into account.

         (d)      Assumptions: The interest rate and mortality assumptions
specified for top-heavy status determination purposes in any defined benefit
plan included in the Aggregation Group that includes the Plan.

         (e)      Determination Date: For the first Plan Year of any plan, the
last day of such Plan Year and, for each subsequent Plan Year of such plan, the
last day of the preceding Plan Year.

         (f)      Key Employee: A "key employee" as defined in section 416(i) of
the Code and the Treasury regulations thereunder.

         (g)      Plan Year: With respect to any plan, the annual accounting
period used by such plan for annual reporting purposes.

                                      -33-

<PAGE>

         (h)      Remuneration: 415 Compensation as defined in Section
4.5(a)(2).

         (i)      Valuation Date: With respect to any Plan Year of any defined
contribution plan, the most recent date within the 12-month period ending on a
Determination Date as of which the trust fund established under such plan was
valued and the net income (or loss) thereof allocated to participants' accounts.
With respect to any Plan Year of any defined benefit plan, the most recent date
within a 12-month period ending on a Determination Date as of which the plan
assets were valued for purposes of computing plan costs for purposes of the
requirements imposed under section 412 of the Code.

         20.3     TOP-HEAVY STATUS.

         (a)      The Plan shall be deemed to be top-heavy for a Plan Year if,
as of the Determination Date for such Plan Year, (1) the sum of Account Balances
of Participants who are Key Employees exceeds 60% of the sum of Account Balances
of all Participants unless an Aggregation Group including the Plan is not
top-heavy or (2) an Aggregation Group including the Plan is top-heavy. An
Aggregation Group shall be deemed to be top-heavy as of a Determination Date if
the sum (computed in accordance with section 416(g)(2)(B) of the Code and the
Treasury regulations promulgated thereunder) of (i) the Account Balances of Key
Employees under all defined contribution plans included in the Aggregation Group
and (ii) the Accrued Benefits of Key Employees under all defined benefit plans
included in the Aggregation Group exceeds 60% of the sum of the Account Balances
and the Accrued Benefits of all individuals under such plans. Notwithstanding
the foregoing, the Account Balances and Accrued Benefits of individuals who are
not Key Employees in any Plan Year but who were Key Employees in any prior Plan
Year shall not be considered in determining the top-heavy status of the Plan for
such Plan Year. Further, notwithstanding the foregoing, the Account Balances and
Accrued Benefits of individuals who have not performed services for the Employer
or any Controlled Entity at any time during the one-year period ending on the
applicable Determination Date shall not be considered. Further, notwithstanding
the foregoing, for Plan Years beginning on or after January 1, 2002, the Plan
shall not be deemed to be top heavy for any Plan Year in which the Plan consists
solely of a cash or deferred arrangement which meets the requirements of section
401(k)(12) of the Code and matching contributions with respect to which the
requirements of section 401(m)(11) of the Code are met.

         (b)      If the Plan is determined to be top-heavy for a Plan Year, the
Employer shall contribute to the Plan for such Plan Year on behalf of each
Participant who is not a Key Employee and who has not terminated his employment
as of the last day of such Plan Year an amount equal to:

                  (1)      The lesser of (A) 3% of such Participant's
         Remuneration for such Plan Year or (B) a percent of such Participant's
         Remuneration for such Plan Year equal to the greatest percent
         determined by dividing for each Key Employee the amounts allocated to
         such Key Employee's Before-Tax Account and Employer Contribution
         Account for such Plan Year by such Key Employee's Remuneration; reduced
         by

                  (2)      The sum of Employer Matching Contributions and
         Employer Discretionary Contributions allocated to such Participant's
         Accounts for such Plan Year.

The minimum contribution required to be made for a Plan Year pursuant to this
Section for a Participant employed on the last day of such Plan Year shall be
made regardless of whether such Participant is otherwise ineligible to receive
an allocation of the Employer's contributions for such Plan Year. Company
Matching Contributions shall be taken into account for purposes of satisfying
the minimum contribution requirements of this Section 20.4(b) and section
416(c)(2) of the Code. The preceding sentence shall apply with respect to
Company Matching Contributions under the Plan or, if the Plan provides that the
minimum contribution shall be met in another plan, such other plan. Company
Matching Contributions that are used to satisfy the minimum contribution
requirements of this Section 20.4(b) shall be treated as matching contributions
for purposes of the actual contribution percentage test described in Section 3.3
and other requirements of section 401(m) of the Code.

         (c)      Notwithstanding the foregoing, no contribution shall be made
pursuant to this Section for a Plan Year with respect to a Participant who is a
participant in another defined contribution plan sponsored by the Employer or a
Controlled Entity if such Participant receives under such other defined
contribution plan (for the plan year of such plan ending with or within the Plan
Year of the Plan) a contribution that is equal to or greater than the minimum
contribution required by section 416(c)(2) of the Code.

                                      -34-

<PAGE>

         (d)      Notwithstanding the foregoing, no contribution shall be made
pursuant to this Section for a Plan Year with respect to a Participant who is a
participant in a defined benefit plan sponsored by the Employer or a Controlled
Entity if such Participant accrues under such defined benefit plan (for the plan
year of such plan ending with or within the Plan Year of this Plan) a benefit
that is at least equal to the benefit described in section 416(c)(1) of the
Code. If the preceding sentence is not applicable, the requirements of this
Section shall be met by providing a minimum benefit under such defined benefit
plan that, when considered with the benefit provided under the Plan as an
offset, is at least equal to the benefit described in section 416(c)(1) of the
Code.

         20.4     TERMINATION OF TOP-HEAVY STATUS. If the Plan has been deemed
to be top-heavy for one or more Plan Years and thereafter ceases to be
top-heavy, the provisions of this Article shall cease to apply to the Plan
effective as of the Determination Date on which it is determined no longer to be
top-heavy.

         20.5     EFFECT OF ARTICLE. Notwithstanding anything contained herein
to the contrary, the provisions of this Article shall automatically become
inoperative and of no effect to the extent not required by the Code or the Act.

         EXECUTED this 18th day of December, 2001.

                      NATIONAL TANK COMPANY


                                   By: /s/ Patrick M. McCarthy
                                       -----------------------
                                   Name:   Patrick M. McCarthy
                                   Title:  President - NATCO

                                      -35-