<PAGE>


                              ACCURIDE CORPORATION
                            SUPPLEMENTAL SAVINGS PLAN

               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1998)



<PAGE>

                              ACCURIDE CORPORATION
                            SUPPLEMENTAL SAVINGS PLAN
                                TABLE OF CONTENTS
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ARTICLE I    PREAMBLE 1.....................................................................................1

ARTICLE II   DEFINITIONS....................................................................................1

    2.1      DEFINITIONS....................................................................................1

    2.2      CONSTRUCTION...................................................................................5

ARTICLE III  ELIGIBILITY....................................................................................5

    3.1      SELECTION OF PARTICIPANTS......................................................................5

    3.2      PARTICIPATION ELECTIONS........................................................................5

    3.3      REVISED ELECTIONS..............................................................................6

    3.4      DISCONTINUANCE OF PARTICIPATION................................................................7

    3.5      ADOPTION BY AFFILIATES.........................................................................7

    3.6      CHANGE IN AFFILIATE STATUS.....................................................................7

    3.7      SPECIAL ARRANGEMENTS...........................................................................7

ARTICLE IV  CONTRIBUTIONS...................................................................................8

    4.1      PARTICIPANT CONTRIBUTIONS......................................................................8

    4.2      MATCHING CONTRIBUTIONS.........................................................................8

    4.3      PROFIT SHARING CONTRIBUTIONS...................................................................9

    4.4      CASH BALANCE CONTRIBUTIONS.....................................................................9

    4.5      CHANGE OF CONTROL CONTRIBUTIONS...............................................................11

ARTICLE V   IN-SERVICE DISTRIBUTIONS AND WITHDRAWALS.......................................................11

    5.1      SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS........................................................11

    5.2      HARDSHIP......................................................................................12

    5.3      ACCELERATION OF BENEFITS......................................................................12

    5.4      LIMITATION ON DISTRIBUTIONS...................................................................13

ARTICLE VI  CREDITING OF CONTRIBUTIONS AND EARNINGS........................................................13

    6.1      TRANSFER TO TRUSTEE; ALLOCATION OF CONTRIBUTIONS..............................................13


                                       -i-
<PAGE>

    6.2      INVESTMENT EARNINGS OR LOSSES.................................................................14

    6.3      INVESTMENT DIRECTION..........................................................................14

    6.4      FORFEITURES...................................................................................15

ARTICLE VII  VESTING.......................................................................................15

    7.1      VESTING.......................................................................................15

ARTICLE VIII PAYMENT OF BENEFITS...........................................................................16

    8.1      PAYMENT.......................................................................................16

    8.2      METHOD OF PAYMENT.............................................................................17

    8.3      BENEFICIARY DESIGNATIONS......................................................................17

    8.4      LIMITATION ON DISTRIBUTIONS...................................................................17

ARTICLE IX ADMINISTRATION OF THE PLAN......................................................................18

    9.1      ADOPTION OF TRUST.............................................................................18

    9.2      POWERS OF THE PLAN ADMINISTRATOR..............................................................18

    9.3      CREATION OF COMMITTEE.........................................................................18

    9.4      CHAIRMAN AND SECRETARY........................................................................19

    9.5      APPOINTMENT OF AGENTS.........................................................................19

    9.6      MAJORITY VOTE AND EXECUTION OF INSTRUMENTS....................................................19

    9.7      ALLOCATION OF RESPONSIBILITIES................................................................19

    9.8      CONFLICT OF INTEREST..........................................................................19

    9.9      ACTION TAKEN BY COMPANY.......................................................................20

    9.10     DELEGATIONS OF AUTHORITY......................................................................20

    9.11     INDEMNIFICATION...............................................................................20

ARTICLE X  CLAIMS REVIEW PROCEDURE.........................................................................20

    10.1     CLAIMS........................................................................................20

    10.2     APPEALS.......................................................................................21

ARTICLE XI  LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE; CORRECTIONS.............22

    11.1     ANTI-ALIENATION CLAUSE........................................................................22

    11.2     PERMITTED ARRANGEMENTS........................................................................22

    11.3     PAYMENT TO MINOR OR INCOMPETENT...............................................................22


                                      -ii-
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    11.4     UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.......................................................22

ARTICLE XII  AMENDMENT, MERGER AND TERMINATION.............................................................23

    12.1     AMENDMENT.....................................................................................23

    12.2     MERGER OR CONSOLIDATION OF COMPANY............................................................23

    12.3     TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS........................................23

ARTICLE XIII GENERAL PROVISIONS............................................................................24

    13.1     LIMITATION ON PARTICIPANTS' RIGHTS............................................................24

    13.2     STATUS OF PARTICIPANTS AS UNSECURED CREDITORS.................................................24

    13.3     CANCELLATION OR REDUCTION OF ACCOUNTS.........................................................24

    13.4     EXCEPTION TO CONTRIBUTION RULE................................................................24

    13.5     STATUS OF TRUST FUND..........................................................................24

    13.6     FUNDING UPON A CHANGE OF CONTROL..............................................................25

    13.7     UNIFORM ADMINISTRATION........................................................................25

    13.8     HEIRS AND SUCCESSORS..........................................................................25

    13.9     NO LIABILITY FOR ACCELERATION OF PAYMENTS.....................................................25

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                                     -iii-
<PAGE>

                              ACCURIDE CORPORATION
                            SUPPLEMENTAL SAVINGS PLAN
               (AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1998)

                                   ARTICLE I

                                    PREAMBLE

         Accuride Corporation (the "Company") previously adopted the Accuride
Corporation Supplemental Savings Plan (the "Plan"), effective January 1, 1998.
The Company now wishes to amend and restate the Plan, as of the Plan's original
effective date, to provide for an additional cash balance contribution to the
Plan.

         The purpose of this Plan is to provide a select group of management or
highly compensated employees of the Company and certain of its affiliates with
the opportunity to defer a portion of their compensation and to receive various
contributions from their employers. As a result, the Plan shall be considered
to be a "top hat plan", exempt from many of the requirements of the Employee
Retirement Income Security Act of 1974 ("ERISA"). This Plan is not intended to
"qualify" for favorable tax treatment pursuant to Section 401(a) of the
Internal Revenue Code of 1986 (the "Code") or any successor section or statute.


                                   ARTICLE II

                                   DEFINITIONS

2.1      DEFINITIONS.

         When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not begin a sentence, the word or
phrase shall generally be a term defined in this Section 2.1 or in the
Preamble. In certain circumstances, capitalized words or phrases will have a
special purpose definition in a section of the Plan for use only in the
specific section of this Plan. The following words and phrases used in the Plan
with the initial letter capitalized shall have the meanings set forth in this
Section 2.1, unless a clearly different meaning is required by the context in
which the word or phrase is used:

         (a)  "ACCOUNT" OR "ACCOUNTS" means the accounts which may be
maintained by the Plan Administrator to reflect the interest of a Participant
under the Plan.

         (b)  "AFFILIATE" means (1) a corporation which is a member of the same
controlled group of corporations (within the meaning of Section 414(b) of the
Code) as is the Company, (2) any other trade or business (whether or not
incorporated) controlling, controlled by, or under common control with the
Company (within the meaning of Section 414(c) of the Code), and (3) any other
corporation, partnership, or other organization which is a member of an
affiliated service group (within the meaning of Section 414(m) of the Code)
with the Company or which is otherwise required to be aggregated with the
Company pursuant to Section 414(o) of the Code.


<PAGE>

         (c)  "BASE SALARY" means the total regular salary paid by an Employer
to a Participant during the Plan Year, determined prior to any deferrals made
by the Employee under this Plan, the Savings Plan or a cafeteria plan within
the meaning of Code Section 125. "Base Salary" excludes commissions, bonuses,
overtime, living or other allowances, contributions by an Employer under this
Plan or any other employee benefit plan of the Employer or other extra,
incentive, premium, contingent, supplemental, or additional compensation, all
as determined and defined by the Plan Administrator in the exercise of its
discretion. For purposes of Sections 4.2 and 4.3, only the Base Salary paid to
the Participant during the portion of the Plan Year in which the Participant is
an "eligible Participant" pursuant to Section 4.2 or Section 4.3, as
applicable, will be considered.

         (d)  "BENEFICIARY" means the person or trust that a Participant, in
his most recent written designation filed with the Plan Administrator, shall
have designated to receive his Accounts under the Plan in the event of his
death.

         (e)  "BOARD OF DIRECTORS" means the Board of Directors of the Company.

         (f)  "CASH BALANCE CONTRIBUTIONS" means the contributions made by an
Employer on behalf of a Participant pursuant to Section 4.4.

         (g)  "CASH BALANCE CONTRIBUTIONS ACCOUNT" means the Account maintained
to record the Cash Balance Contributions, if any, made by an Employer on behalf
of a Participant pursuant to Section 4.4.

         (h)  "CASH BALANCE PLAN" means the Accuride Cash Balance Pension Plan,
as in effect and as amended from time to time.

         (i)  "CHANGE OF CONTROL" For purposes of this Plan, a "Change of
Control" shall be deemed to have taken place at the time: (1) when any "person"
or "group" of persons (as such terms are used in Sections 13 and 14 of the
Securities Exchange Act of 1934, as amended from time to time (the "Exchange
Act")), other than the Company or any employee benefit plan sponsored by the
Company, becomes the "beneficial owner" (as such term is used in Section 13 of
the Exchange Act) of 25% or more of the total number of the Company's common
shares at the time outstanding; (2) of the approval by the vote of the
Company's stockholders holding at least 50% (or such greater percentage as may
be required by the Certificate of Incorporation or By-Laws of the Company or by
law) of the voting stock of the Company of any merger, consolidation, sale of
assets, liquidation or reorganization in which the Company will not survive as
a publicly owned company; or (3) when the individuals who, at the beginning of
any period of two years or less, constituted the Board of Directors of the
Company cease, for any reason, to constitute at least a majority thereof,
unless the election or nomination for election of each new director was
approved by the vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period.

         (j)  "COMPENSATION" means the sum of a Participant's Base Salary and
Incentive Compensation.


                                      -2-
<PAGE>

         (k)  "DEFERRAL CONTRIBUTIONS" means the Regular and Special Purpose
Deferral Contributions made by a Participant pursuant to Section 4.1.

         (l)  "DEFERRAL CONTRIBUTIONS ACCOUNT" means the Account maintained to
record the Deferral Contributions made by a Participant pursuant to Section
4.1. The Deferral Contributions Account shall be divided into as many
subaccounts as the Plan Administrator deems necessary to distinguish between
the different types of Deferral Contributions and the dates on which they are
to be distributed.

         (m)  "DISABILITY." For purposes of this Plan, a Participant shall be
conclusively presumed to be under Disability only during the period of time
that the Participant qualifies to receive, without considering any offsets,
long term disability payments under his Employer's Long Term Disability
Insurance Plan.

         (n)  "DISTRIBUTION DATE" means the date or dates selected by the
Participant and agreed to by the Plan Administrator on the form prescribed by
the Plan Administrator as the date or dates on which the Participant's Special
Purpose Deferral Contributions are to be distributed to the Participant.

         (o)  "EARNINGS" shall have the same meaning as provided under the Cash
Balance Plan.

         (p)  "EMPLOYEE" means any individual classified by his Employer as a
common law employee of the Employer. For this purpose, the classification that
is relevant is the classification in which such individual is placed by the
Employer for purposes of this Plan and the classification of such individual
for any other purpose (e.g., employment tax or withholding purposes) shall be
irrelevant. If an individual is characterized as a common law employee of the
Employer by a governmental agency or court but not by the Employer, such
individual shall be treated as an employee who has not been designated for
participation in this Plan.

         (q)  "EMPLOYER" means the Company and any Affiliate that has adopted
this Plan pursuant to Section 3.5.

         (r)  "EMPLOYER CONTRIBUTIONS ACCOUNTS" means the Cash Balance
Contributions Account, the Profit Sharing Contributions Account and the
Matching Contributions Account maintained for a Participant.

         (s)  "INCENTIVE COMPENSATION" means the amount awarded to any
Participant in any year under the Accuride Corporation Annual Incentive
Compensation Plan or under any other incentive or bonus program adopted by his
Employer.

         (t)  "INVESTMENT FUND" means the investment fund or funds established
by the Plan Administrator pursuant to Section 6.3.

         (u)  "MATCHING CONTRIBUTIONS" means the contributions made by an
Employer on behalf of a Participant or all Participants pursuant to Section
4.2.


                                      -3-
<PAGE>

         (v)  "MATCHING CONTRIBUTIONS ACCOUNT" means the Account maintained to
record the Matching Contributions, if any, made by an Employer on a
Participant's behalf pursuant to Section 4.2.

         (w)  "NORMAL RETIREMENT AGE" shall have the same meaning as provided
under the Cash Balance Plan.

         (x)  "PARTICIPANT" means any Employee selected for participation
pursuant to Section 3.1. Depending on the context, the term Participant also
may refer to a current or former Employee who no longer is making contributions
to the Plan but who has not received a distribution of all amounts to which he
is entitled.

         (y)  "PLAN ADMINISTRATOR" means the committee designated by the
Company to carry out its responsibilities under the Plan as set forth in
Section 9.3.

         (z)  "PLAN YEAR" means the 12 month period beginning on each January 1
and ending on the next following December 31.

         (aa) "PROFIT SHARING CONTRIBUTIONS" means the contributions made by an
Employer on behalf of a Participant pursuant to Section 4.3.

         (bb) "PROFIT SHARING CONTRIBUTIONS ACCOUNT" means the Account
maintained to record the Profit Sharing Contributions made on behalf of a
Participant pursuant to Section 4.3.

         (cc) "REGULAR DEFERRAL CONTRIBUTION" means a Deferral Contribution
that may only be distributed following a Participant's termination of
employment.

         (dd) "SAVINGS PLAN" means the Accuride Employee Savings Plan, as in
effect and amended from time to time.

         (ee) "SPECIAL PURPOSE DEFERRAL CONTRIBUTION" means a Deferral
Contribution that will become distributable upon a Distribution Date designated
by the Participant on the form prescribed by the Plan Administrator.

         (ff) "TRUST AGREEMENT" means that certain trust agreement established
pursuant to the Plan between the Company and the Trustee or any trust agreement
hereafter established, the provisions of which are incorporated herein by
reference.

         (gg) "TRUSTEE" means the Trustee under the Trust Agreement.

         (hh) "TRUST FUND" means all assets of whatsoever kind or nature held
from time to time by the Trustee pursuant to the Trust Agreement, without
distinction as to income and principal and without regard to source, (i.e.,
Employer or Participant contributions, earnings or forfeitures).

         (ii) "VALUATION DATE" means each day on which the New York Stock
Exchange is open for trading.


                                      -4-
<PAGE>

2.2      CONSTRUCTION.

          The masculine gender, where appearing in the Plan, shall include the
feminine gender (and vice versa), and the singular shall include the plural,
unless the context clearly indicates to the contrary. Headings and subheadings
are for the purpose of reference only and are not to be considered in the
construction of this Plan. If any provision of this Plan is determined to be
for any reason invalid or unenforceable, the remaining provisions shall
continue in full force and effect. All of the provisions of this Plan shall be
construed and enforced in accordance with the laws of the State of Indiana, to
the extent not preempted by ERISA.


                                  ARTICLE III

                                  ELIGIBILITY

3.1      SELECTION OF PARTICIPANTS.

         (a)  GENERAL RULE. For purposes of Title I of ERISA, the Plan is
intended to be an unfunded plan of deferred compensation covering a select
group of management or highly compensated employees. As a result, participation
in the Plan shall be limited to Employees who are properly included in one or
both of these categories. From such group, the Plan Administrator shall select
Employees for participation in the Plan. The Plan Administrator's selections
shall be made in its discretion and shall be final and binding for all purposes
under this Plan.

         (b)  NO WAITING PERIODS. A Participant need not complete any
particular period of service in order to be eligible to make Deferral
Contributions. In order to receive allocations of Cash Balance Contributions, a
Participant must also be eligible to participate in the Cash Balance Plan for
that Plan Year, as determined in accordance with the provisions of the Cash
Balance Plan. In order to receive allocations of Matching Contributions, a
Participant must also be eligible to receive matching contributions under the
Savings Plan for that Plan Year, as determined in accordance with the
provisions of the Savings Plan. In order to receive allocations of Profit
Sharing Contributions, a Participant must also be eligible to receive profit
sharing contributions under the Savings Plan for that Plan Year, as determined
in accordance with the provisions of the Savings Plan.

         (c)  LIMITATION OF PARTICIPATION. The Plan Administrator, in the
exercise of its discretion, may exclude an Employee who otherwise meets the
requirements of this Section 3.1 from participation in the Plan.

3.2      PARTICIPATION ELECTIONS.

         Each Participant shall make an election to participate in the Plan on
such form or forms and at such time as the Plan Administrator shall require. In
the election, the Participant shall select the amount or rate of Deferral
Contributions to be made for the following Plan Year and shall characterize the
Deferral Contributions as either Regular or Special Purpose Deferral
Contributions. If Special Purpose Deferral Contributions are being made, the
Participant also


                                      -5-

<PAGE>

shall select a Distribution Date or Distribution Dates for such Contributions.
If Regular Deferral Contributions are being made, the Participant shall select
the manner in which distributions are to be made from the Participant's
Accounts and whether distributions are to commence immediately following the
Participant's termination of employment or whether they are to be postponed
until the later of termination of employment or a specified date. If the
Participant elects to make any type of Deferral Contributions, the Participant
shall authorize the reduction of the Participant's Compensation in an amount
equal to his Deferral Contributions. The election form or forms also may set
forth such other information as the Plan Administrator shall require. If a
Participant's initial election form is executed and delivered within 30 days of
the day on which the Participant is notified that he is eligible to participate
in the Plan, the Participant's Deferral Contributions may be determined with
reference to Compensation earned on or after the first day of the first full
payroll period next following receipt of the election form by the Plan
Administrator or as of such other uniform date (not earlier than the first day
of the next full payroll period) as may be designated by the Plan
Administrator. If the Participant does not execute and deliver an initial
election form within the initial 30 day period, the Participant's Deferral
Contributions may be determined with reference to Compensation earned on or
after the first day of the first payroll period in any later Plan Year if the
Participant executes and delivers the appropriate form or forms to the Plan
Administrator at least 30 days (or such other period specified by the Plan
Administrator pursuant to rules of uniform application) prior to the first day
of such Plan Year.

3.3      REVISED ELECTIONS.

           A Participant must file a new election form prior to the beginning
of each Plan Year which shall set forth the amount or rate of his Deferral
Contributions for the new Plan Year and also shall characterize the Deferral
Contributions as either Regular or Special Purpose Deferral Contributions. If
Special Purpose Deferral Contributions are being made, the new election form
also shall set forth the Distribution Date or Distribution Dates for such
Contributions. The new amount or rate of Deferral Contributions will only apply
to Deferral Contributions made for the relevant Plan Year and the new form must
be filed at least 30 days (or such other period specified by the Plan
Administrator pursuant to rules of uniform application) before the first day of
such Plan Year. A Participant may change the method of distributions or the
timing of the commencement of distributions of Regular Deferral Contributions
at any time by filing the appropriate form as prescribed by the Plan
Administrator. The new election will be honored only if the appropriate form is
filed at least one (1) year prior to the Participant's termination of
employment. A Participant may not change the Distribution Date for Special
Purpose Deferral Contributions that are made prior to the date on which a new
election form is effective. In a new election form, however, the Participant
may designate a different or additional Distribution Date for Special Purpose
Deferral Contributions to be made in the future.

3.4      DISCONTINUANCE OF PARTICIPATION.

           Once an individual is designated as a Participant, he will continue
as such for all future Plan Years unless and until the Plan Administrator
specifically acts to discontinue his participation or the Participant's
participation is suspended pursuant to Section 5.3(c). The Plan Administrator
may discontinue a Participant's participation in the Plan at any time for any
or no


                                      -6-
<PAGE>

reason. If a Participant's participation is discontinued, he will no longer be
eligible to make Deferral Contributions or to receive Cash Balance, Matching or
Profit Sharing Contributions. The Participant will not be entitled to receive a
distribution, however, until the occurrence of one of the events listed in
Articles V or VIII, unless the Plan Administrator, in the exercise of its
discretion, directs that a distribution be made as of an earlier date, in which
case the Participant's Accounts shall be distributed on the same basis as if
the Participant's employment had been terminated.

3.5      ADOPTION BY AFFILIATES.

           Any Affiliate of the Company may adopt this Plan with the approval
of the Plan Administrator. Any Affiliate that permits an Employee to make
Deferral Contributions pursuant to Section 4.1 shall be deemed to have adopted
this Plan without any further action. At the request of the Plan Administrator,
however, the Affiliate shall evidence its adoption of the Plan by an
appropriate resolution of its Board of Directors or in such other manner as may
be authorized by the Plan Administrator. By adopting this Plan, the Affiliate
shall be deemed to have agreed to make the contributions called for by Article
IV, agreed to comply with all of the other terms and provisions of this Plan,
delegated to the Plan Administrator the power and responsibility to administer
this Plan with respect to the Affiliate's Employees, and delegated to the
Company the full power to amend or terminate this Plan with respect to the
Affiliate's Employees.

3.6      CHANGE IN AFFILIATE STATUS.

           If an Affiliate that has adopted this Plan ceases to be an Affiliate
of the Company, that Affiliate shall no longer be an Employer and all
Participants employed by that Affiliate on the date the Affiliate ceases to be
an Affiliate shall be deemed to have terminated employment on such date.

3.7      SPECIAL ARRANGEMENTS.

           The Company has the discretion to enter into special arrangements
with individuals which allow such individuals to receive benefits on some basis
other than pursuant to the provision of ARTICLES III, IV and V. All such
special arrangements shall be set forth in writing. The remaining provisions of
this Plan may apply to any such individual if the Company and the individual so
agree; provided, however, that if any provision of this Plan conflicts with a
provision included in the written document that describes the special
arrangement, the provision of the written document shall control.

                                   ARTICLE IV

                                  CONTRIBUTIONS

4.1      PARTICIPANT CONTRIBUTIONS.

         (a)  GENERAL RULE. For any Plan Year, a Participant may elect to defer
a portion of the Base Salary or Incentive Compensation otherwise payable to
him. Any such deferrals

                                       -7-
<PAGE>

shall be expressed in whole percentages or as a specific dollar amount, as
specified in the Participant's election form. Except as otherwise provided in
Section 13.4, amounts deferred shall be transferred by the Company or the
appropriate Affiliate to the Trust.

         (b)  REGULAR OR SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS. As provided in
Sections 3.2 and 3.3, in each election form filed by a Participant, the
Participant shall characterize his Deferral Contributions as Regular Deferral
Contributions or Special Purpose Deferral Contributions. Pursuant to Article V,
Regular Deferral Contributions are only distributable following the
Participant's termination of employment. Special Purpose Deferral Contributions
become distributable upon the Distribution Date specified by the Participant.
Unless the Plan Administrator adopts rules limiting the number of Distribution
Dates that a Participant may specify, the Participant may designate any number
of Distribution Dates.

         (c)  LIMITATIONS ON DEFERRALS. The Plan Administrator may limit a
Participant's Deferral Contributions in accordance with such uniform rules as
it may adopt from time to time.

         (d)  CHANGE IN CONTRIBUTIONS. As provided in Section 3.3, a Participant
must file a new election form prior to each new Plan Year to select the amount
or rate of Deferral Contributions for the following Plan Year. If a Participant
does not file a new election form at such time, no Deferral Contributions will
be withheld from the Participant's Compensation during the following Plan Year.

         (e)  SUSPENSION OF DEFERRAL CONTRIBUTIONS. A Participant may suspend
the Deferral Contributions being made from his Base Salary at any time by so
notifying the Plan Administrator in writing and in accordance with such rules
of uniform application as the Plan Administrator may adopt from time to time.
If a Participant suspends his Deferral Contributions with respect to Base
Salary, the Participant may not file a new election form electing to make
Deferral Contributions with respect to Base Salary until the December 1 of the
year following the year in which such suspension occurred. The Deferral
Contributions made pursuant to such new election form may then commence in
accordance with the provisions of Section 3.3. A Participant may not suspend
the Deferral Contributions being made from his Incentive Compensation.

4.2      MATCHING CONTRIBUTIONS.

           Each Employer shall make a Matching Contribution on behalf of each
of its "eligible Participants". For this purpose, a Participant is an "eligible
Participant" if (i) the Participant is eligible to receive a matching
contribution under the Savings Plan, and (ii) the Participant has made Salary
Pre-Tax Deferral Contributions (as such term is defined in the Savings Plan) to
the Savings Plan in an amount equal to the lesser of the maximum elective
deferrals permitted by Section 402(g) of the Code or any other limitation
imposed by the Savings Plan. The Matching Contribution due for each eligible
Participant shall equal the difference between (i) 2.5% of the Participant's
Base Salary and (ii) the Company matching contribution for such eligible
Participant under the Savings Plan. Except as otherwise provided in Section
13.4, the Matching Contributions shall be transmitted to the Trust following
the end of the Plan Year for which such


                                      -8-
<PAGE>

Matching Contributions are due. The Matching Contributions shall be allocated
to the Matching Contributions Accounts of the eligible Participants. If a
Participant was eligible to receive a matching contribution under the Savings
Plan for only a part of a Plan Year, only the Base Salary paid in such part of
the Plan Year will be considered for purposes of this Section 4.2.

4.3      PROFIT SHARING CONTRIBUTIONS.

         (a)  ELIGIBILITY. For each year in which an Employer makes a "Company
Profit Sharing Contribution" (as such term is defined in the Savings Plan) to
the Savings Plan, such Employer shall make a Profit Sharing Contribution on
behalf of each of its "eligible Participants" to this Plan, subject to the
limitations set forth below. For purposes of this Section, a Participant will
be considered to be an "eligible Participant" only if (i) the Participant is
also a Participant in the Savings Plan, and (ii) the Participant is eligible,
generally, to receive a Company Profit Sharing Contribution.

         (b)  AMOUNT. The Profit Sharing Contribution to which each eligible
Participant is entitled pursuant to Section 4.3(a) shall be equal to: (i) the
Participant's "eligible Base Salary" multiplied by the "applicable percentage"
for that Plan Year; less (ii) the Company Profit Sharing Contribution allocated
to the Participant under the Savings Plan for that Plan Year. For this purpose,
the "applicable percentage" is the percentage contributed to the accounts of
the participants in the Savings Plan as a Company Profit Sharing Contribution
in the Plan Year, as adjusted to reflect all limitations and carryovers called
for by Section 3.6 of the Savings Plan (or any modified or replacement section
of the Savings Plan). A Participant's "eligible Base Salary" is the Base Salary
earned by the Participant for the portion of the Plan Year during which the
Participant is eligible to receive a Company Profit Sharing Contribution under
the Savings Plan.

         (c)  SPECIAL SITUATIONS. The Plan Administrator shall have the
discretion to allow a Participant to receive a Profit Sharing Contribution if
the Participant otherwise satisfies all requirements for receiving a Company
Profit Sharing Contribution under the Savings Plan but does not receive such
contribution because the Participant is employed by an Employer that does not
make Company Profit Sharing Contributions to the Savings Plan.


                                      -9-
<PAGE>


4.4      CASH BALANCE CONTRIBUTIONS.

         (a)  ELIGIBILITY. An Employer shall make a Cash Balance Contribution
to this Plan on behalf of each of its "eligible Participants" as of the last
day of each Plan Year, subject to the limitations set forth below. For purposes
of this Section, a Participant will be considered to be an "eligible
Participant" for a Plan Year only if (i) the Participant is also a Participant
in the Cash Balance Plan, and (ii) the Participant is eligible to receive a
credit under the Cash Balance Plan for that Plan Year.

         (b)  AMOUNT. As of the last day of each Plan Year, each "eligible
Participant's" Cash Balance Contributions Account will be credited with an
amount equal to the Base Earnings Contribution described in Section 4.4(b)(1),
plus the Excess Earnings Contribution described in Section 4.4(b)(2), and minus
the Qualified Plan Credit described in Section 4.4(b)(3).

              (1)   BASE EARNINGS CONTRIBUTION. The Base Earnings Contribution
shall be equal to the "Applicable Percentage" of the eligible Participant's
Earnings for the Plan Year, as determined in accordance with the following
schedule:

<TABLE>
<CAPTION>
                                                                    APPLICABLE PERCENTAGE
                                  -------------------------------------------------------------------------------
                                                 THOSE EMPLOYEES WHO
                                     WERE PARTICIPANTS IN THE PLAN ON JANUARY 21,
                                   1998, AND, AS OF SUCH DATE, HAD ATTAINED NORMAL
       PARTICIPANT'S AGE             RETIREMENT AGE, HAD ATTAINED AGE 55 WITH TEN
          ON LAST DAY                YEARS OF SERVICE, OR HAD COMPLETED 25 YEARS                  OTHER
         OF PLAN YEAR:                      OF SERVICE REGARDLESS OF AGE:                     PARTICIPANTS:
         -------------                      -----------------------------                     -------------
<S>                             <C>                                                     <C>
             20-29                                        2%                                       2%

             30-39                                        3%                                       3%

             40-44                                        4%                                       4%

             45-49                                       8.5%                                      5%

             50-54                                       9.5%                                      6%

             55-59                                      11.5%                                      8%

          60 and over                                   11.5%                                      10%
</TABLE>


                                      -10-
<PAGE>


         For this purpose, a Participant's age will be the Participant's age on
the Participant's birthday that falls in the Plan Year. For purposes of this
paragraph, the Participant's Earnings for the entire Plan Year will be taken
into account even if the Participant first becomes a "Participant" during the
Plan Year.

              (2)   EXCESS EARNINGS CONTRIBUTION. The Excess Earnings
Contribution shall be equal to 2% of the Participant's "excess Earnings." For
this purpose, a Participant's "excess Earnings" shall equal the Participant's
Earnings for the Plan Year less the Social Security Taxable Wage Base for the
calendar year that coincides with the Plan Year.

              (3)   QUALIFIED PLAN CREDIT. The Qualified Plan Credit shall be
equal to the amount credited to the eligible Participant pursuant to Sections
3.1(b) and (c) of the Cash Balance Plan.

         (c)  SPECIAL SITUATIONS. The Plan Administrator shall have the
discretion to allow a Participant to receive a Cash Balance Contribution if the
Participant otherwise satisfies all requirements for receiving a cash balance
credit under the Cash Balance Plan but does not receive such credit because the
Participant is employed by an Employer that does not participate in the Cash
Balance Plan.


                                   ARTICLE V

                    IN-SERVICE DISTRIBUTIONS AND WITHDRAWALS

5.1      SPECIAL PURPOSE DEFERRAL CONTRIBUTIONS.

         A Participant may designate a Distribution Date for Special Purpose
Deferral Contributions in his initial or any subsequent election form. If the
Participant makes such an election, the subaccount in the Participant's
Deferral Contributions Account that is maintained in order to record the
Special Purpose Deferral Contributions that are to be distributed as of that
Distribution Date will be distributed to the Participant as of the Distribution
Date in one lump sum payment. The Distribution Date election shall apply only
to subaccounts attributable to Special Purpose Deferral Contributions and no
amounts attributable to Regular Deferral Contributions subaccounts or Employer
Contributions Accounts will be distributed pursuant to a Distribution Date
election. As a general rule, the death, Disability, or other termination of
employment of a Participant shall not have any impact on the timing of the
distribution of Special Purpose Deferral Contribution subaccounts, which will
be distributed to the Participant (or the Participant's Beneficiary in the case
of death) as of the originally selected Distribution Date even though the
Participant is no longer employed by an Employer. In the exercise of its
discretion, however, the Plan Administrator may order the distribution of all
or any of said subaccounts at any time following the Participant's death,
Disability or other termination of employment and prior to the designated
Distribution Date.

5.2      HARDSHIP.


                                      -11-
<PAGE>

           In the event of an unforeseeable financial emergency, a Participant
may make a written request to the Plan Administrator for a hardship withdrawal
from his Deferral Contributions Account or his Employer Contributions Accounts.
The maximum hardship withdrawal shall be the balance of the Account or Accounts
to which such hardship withdrawal is charged. For purposes of this Plan, an
"unforeseeable financial emergency" is defined as a severe financial hardship
to the Participant resulting from a sudden and unexpected illness or accident
of the Participant or a dependent (as such term is defined in Section 152(a) of
the Code) of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. The
granting of a Participant's request for a hardship withdrawal shall be left to
the absolute, unfettered discretion of the Plan Administrator and the Plan
Administrator may deny such request even if an unforeseeable financial
emergency clearly exists. A request for a hardship withdrawal must be made in
writing at least 30 days in advance, on a form provided by the Plan
Administrator, and must be expressed as a specific dollar amount. The amount of
a hardship withdrawal may not exceed the lesser of the amount required to meet
the Participant's unforeseeable financial emergency or the maximum withdrawal
referred to above. A hardship withdrawal will not be permitted to the extent
that the hardship is or may be relieved through reimbursement or compensation
by insurance or otherwise, liquidation of the Participant's assets to the
extent that such liquidation would not itself cause a severe financial
hardship, by the cessation of Deferral Contributions, or by a loan from the
Savings Plan.

5.3      ACCELERATION OF BENEFITS.

         (a)  GENERAL. A Participant may elect to receive an accelerated
withdrawal from his Deferral Contributions Account (but not his Employer
Contributions Accounts) by filing an election with the Plan Administrator on
such forms as may be prescribed from time to time by the Plan Administrator. If
a Participant who is a current Employee makes such an election, except as
otherwise provided below, the Participant shall receive a single lump sum
payment equal to 90% of the Participant's Deferral Contributions Account
balance. If a Participant who is no longer an Employee makes such an election,
except as otherwise provided below, the Participant shall receive a single lump
sum payment equal to 80% of the Participant's Deferral Contributions Account
balance. For purposes of determining the amount to be distributed, the
Participant's Deferral Contributions Account shall be valued as of the
effective date of the withdrawal. The accelerated withdrawal shall be paid as
soon as reasonably possible following the effective date.

         (b)  FORFEITURE. A Participant who is a current Employee shall forfeit
the remaining 10% of his Deferral Contributions Account as of the day on which
the accelerated withdrawal is distributed to the Participant. A participant who
is a former Employee shall forfeit the remaining 20% or his Deferral
Contributions Account as of the day on which the accelerated withdrawal is
distributed to the Participant.

         (c)  SUSPENSION OF PARTICIPATION. If a Participant elects to receive
an accelerated withdrawal, the Participant's right to make Deferral
Contributions shall be suspended for 12 months from the date the accelerated
withdrawal is paid to the Participant. Upon expiration of the 12 month
suspension period, the Participant shall be permitted to execute a new


                                      -12-
<PAGE>

election form and to begin making Deferral Contributions as of the first day of
the first payroll period in any subsequent Plan Year.

5.4      LIMITATION ON DISTRIBUTIONS.

           To the extent that any payment under this Article, when combined
with all other payments received during the year that are subject to the
limitations on deductibility under Section 162(m) of the Code, exceeds the
limitations on deductibility under Section 162(m) of the Code, such payment
shall, in the discretion of the Plan Administrator, be deferred to a later
calendar year. Such deferred amounts shall be paid in the next succeeding
calendar year, provided that such payment, when combined with any other
payments subject to the Section 162(m) limitations received during the year,
does not exceed the limitations on deductibility under Section 162(m) of the
Code.


                                   ARTICLE VI

                     CREDITING OF CONTRIBUTIONS AND EARNINGS

6.1      TRANSFER TO TRUSTEE; ALLOCATION OF CONTRIBUTIONS.

           All Cash Balance Contributions, Deferral Contributions, Profit
Sharing Contributions, and Matching Contributions shall be transmitted to the
Trustee by the Company and the adopting Affiliates as soon as reasonably
practicable. The Cash Balance Contributions, Deferral Contributions, Profit
Sharing Contributions and Matching Contributions made on behalf of a
Participant shall be credited to the Cash Balance Contributions Account,
Deferral Contributions Account, Profit Sharing Contributions Account, or
Matching Contributions Account maintained for that Participant. The Plan
Administrator shall maintain a separate subaccount within the Deferral
Contributions Account to record the Special Purpose Deferral Contributions (and
any investment earnings or losses attributable to those Special Purpose
Deferral Contributions) that are to be distributed as of each Distribution Date
selected by a Participant. The Plan Administrator also may maintain such other
subaccounts as it deems necessary or desirable. All payments from an Account
between Valuation Dates shall be charged against the Account as of the
preceding Valuation Date. The Accounts are bookkeeping accounts only and the
Plan Administrator is not in any way obligated to segregate assets for the
benefit of any Participant.

6.2      INVESTMENT EARNINGS OR LOSSES.

           As of each Valuation Date, the Plan Administrator will determine the
positive or negative earnings for each of the Investment Funds available
pursuant to Section 6.3(c). The Plan Administrator then will determine the
portion of the "adjusted balance" of each of the Participant's Accounts that is
invested in each of the Investment Funds and will allocate the positive or
negative earnings to Participant Accounts in proportion to the "adjusted
balance" for that Account and that Investment Fund. For this purpose, the
"adjusted balance" of an Account will be the balance of the Account as of the
preceding Valuation Date less all withdrawals, distributions and other amounts
chargeable against the Account pursuant to any other provisions


                                      -13-
<PAGE>

of this Plan since the prior Valuation Date. The earnings adjustments allocated
to any Account shall be allocated among the subaccounts of that Account in the
same manner.

6.3      INVESTMENT DIRECTION.

         (a)  INVESTMENT FUNDS. The Plan Administrator shall designate two or
more Investment Funds in which each Participant shall direct the investment of
amounts credited to his Accounts. Any of the Investment Funds may be changed
from time to time by the Plan Administrator.

         (b)  PARTICIPANT DIRECTIONS.

              (1)   GENERAL. Upon becoming a Participant in the Plan, each
Participant may direct that all of the amounts attributable to his Accounts be
invested in a single Investment Fund or may direct fractional (percentage)
increments of his Accounts to be invested in such Investment Fund or Investment
Funds as he shall desire, in accordance with such procedures, if any, as may be
established by the Plan Administrator. Notwithstanding the foregoing, for
purposes of crediting earnings for the 1999 Plan Year, a Participant's Cash
Balance Contributions Account will be deemed to have been invested in the
default investment designated under Section 6.3(b)(2). As of each Valuation
Date, a Participant may change his designations with respect to future
contributions and direct transfers among Investment Funds by making an election
in accordance with such procedures as may be established by the Plan
Administrator. The designation will continue until changed in accordance with
such procedures.

              (2)   DEFAULT SELECTION. In the absence of any designation, a
Participant will be deemed to have directed the investment of all of his
Accounts in the Investment Fund that is most equivalent to the default
investment fund in effect for purposes of the Savings Plan (currently, the
American Century Strategic Allocation: Conservative).

              (3)   IMPACT OF ELECTION. The Participant's selection of
Investment Funds shall serve only as a measurement of the value of the Accounts
of said Participant pursuant to Section 6.2 and Section 6.3(c) and the Plan
Administrator and the Trustee are not required to invest a Participant's
Accounts in accordance with the Participant's selections.

         (c)  RATE OF RETURN. As soon as possible after each Valuation Date,
the Plan Administrator shall determine the rate of return, positive or
negative, experienced on each of the Investment Funds. The rate of return
determined by the Plan Administrator in good faith and in its discretion
pursuant to this Section shall be binding and conclusive on the Participant,
the Participant's Beneficiary and all parties claiming through them. The Plan
Administrator may delegate the responsibility for calculating the rate of
return and the calculation and allocation of the investment earnings
adjustments to the Accounts to a third party.

         (d)  CHARGES. In the exercise of its discretion, the Plan
Administrator may charge one or more of the Participant's Accounts for the
reasonable expenses of carrying out investment instructions directly related to
the Accounts, as the Plan Administrator deems appropriate.

6.4      FORFEITURES.


                                      -14-
<PAGE>

           The amount forfeited pursuant to Sections 5.3 and 8.1(c) shall
reduce the amounts that the Company would otherwise contribute to the Plan
pursuant to Sections 4.2, 4.3 and 4.4.

                                  ARTICLE VII

                                     VESTING

7.1      VESTING.

           Subject to Section 13.3, a Participant shall have a fully vested and
nonforfeitable interest in his Deferral Contributions Account, Matching
Contributions Account, and Profit Sharing Contributions Account at all times.
Subject to Section 13.3, a Participant who has completed five "Years of
Service" (as such term is defined in the Cash Balance Plan) shall have a fully
vested nonforfeitable interest in his Cash Balance Contributions Account. The
Cash Balance Contributions Account of a Participant who is credited with less
than five Years of Service for purposes of the Cash Balance Plan on the date of
his termination of employment with the Company and all Affiliates shall be
forfeited. Notwithstanding the foregoing sentence, in the event of a Change of
Control, the Cash Balance Contributions Accounts of all Participants shall be
fully vested and nonforfeitable. In addition, the Plan Administrator, in its
sole and absolute discretion, may credit a Participant with such additional
service as may be necessary to achieve full vesting of the Participant's Cash
Balance Contributions Account.

                                  ARTICLE VIII

                               PAYMENT OF BENEFITS

8.1      PAYMENT.

         (a)  TIMING. With the exception of the distribution or withdrawal of
amounts pursuant to Article V and the distribution of amounts pursuant to
Section 8.1(b), no distributions will be made to a Participant prior to the
Participant's death or termination of employment with the Company and all
Affiliates. Subject to the provisions of Section 5.1, which deals with the
distribution of the Special Purpose Deferral Contributions subaccounts in a
Participant's Deferral Contributions Account, following the Participant's death
or termination of employment, distributions normally will be made as soon as
possible and in any event shall commence within 60 days following the end of
the Plan Year in which the Participant dies or terminates employment. As
provided in Section 3.2 and Section 3.3, a Participant may elect in his initial
or any revised election form to defer the receipt of distributions until the
later of termination of employment or a specified date. If such an election has
been made (and, if the election was made in a revised election form, the
election form has been in effect for the requisite period of time provided in
Section 3.3), distributions to the Participant (or the Participant's
Beneficiary in the case of death) shall be postponed to the extent necessary to
honor such election.

         (b)  AMOUNT. When the Participant is eligible to receive a
distribution pursuant to Section 8.1(a), he shall be entitled to a distribution
(in the form provided in accordance with


                                      -15-

<PAGE>

Section 8.2) of the amounts credited to his Deferral Contributions Account,
his Matching Contributions Account, his Profit Sharing Contributions Account,
and, if vested pursuant to Section 7.1, his Cash Balance Contributions
Account.

         (c) FORFEITURE. If a Participant's Cash Balance Contributions Account
is not vested pursuant to Section 7.1 at the time the Participant is eligible to
receive a distribution pursuant to Section 8.1(a), his Cash Balance
Contributions Account shall be forfeited.

         (d) SPECIAL PAYMENT PROVISIONS APPLICABLE ON SALE OF AFFILIATE. A
Participant who is employed by an Affiliate as of the date that the Affiliate
ceases to be an Affiliate for purposes of this Plan shall receive a distribution
of his or her accounts as soon as possible following such date, regardless of
any prior election made by the Participant to defer the receipt of benefits
pursuant to Section 3.2 and Section 3.3.

8.2      METHOD OF PAYMENT.

           Any payments from a Participant's Accounts shall be made either in a
lump sum in cash, or in cash payments in substantially equal annual installments
over a period certain not exceeding 10 years, such method of payment to be
elected by the Participant in his initial election form or in any revised
election form that has been in effect for the requisite period of time specified
in Section 3.3. If installment payments are made, the provisions of Sections 6.2
and 6.3 shall continue to apply to the unpaid balance. Unless a Participant has
affirmatively elected to receive payments in installments over a period of 10
years or less, the Participant's Accounts shall be distributed in one lump sum.
If a Participant is married at the time an election form or a revised election
form is filed, an election to receive payments in other than a lump sum shall be
ineffective unless the Participant's spouse consents to such election on a form
prescribed by or acceptable to the Plan Administrator for that purpose.

8.3      BENEFICIARY DESIGNATIONS.

           In the event of the death of the Participant, the Participant's
interest in his Accounts shall be paid to the Participant's Beneficiary. Each
Participant shall have the right to designate, on forms supplied by and
delivered to the Plan Administrator, a Beneficiary or Beneficiaries to receive
his benefits hereunder in the event of the Participant's death. If the
Participant is married at the time the Beneficiary Designation is filed, the
designation will be ineffective unless the designation names the spouse as the
Beneficiary of at least 50% of the Participant's Accounts or the Participant's
spouse consents to the designation. If a Participant marries after a Beneficiary
Designation is filed, the designation will no longer be effective. Subject to
the spousal consent requirements noted above, each Participant may change his
Beneficiary designation from time to time in the manner described above. Upon
receipt of such designation by the Plan Administrator, such designation or
change of designation shall become effective as of the date of the notice,
whether or not the Participant is living at the time the notice is received.
There shall be no liability on the part of the Employer, the Plan Administrator
or the Trustee with respect to any payment authorized by the Plan Administrator
in accordance with the most recent valid Beneficiary designation of the
Participant in its possession before receipt of a more recent and valid
Beneficiary designation. If no designated Beneficiary is living when benefits
become


                                 -16-
<PAGE>


payable, or if there is no validly designated Beneficiary, the Beneficiary
shall be the Participant's estate. If the designated Beneficiary dies after
the payment of benefits begin, then the Beneficiary for the remainder of the
benefits payable shall be the estate of the Beneficiary.

8.4      LIMITATION ON DISTRIBUTIONS.

           Distributions made under this Article shall be subject to the same
limitations set forth in Section 5.4 of the Plan.

                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN

9.1      ADOPTION OF TRUST.

           The Company shall enter into a Trust Agreement with the Trustee,
which Trust Agreement shall form a part of this Plan and is hereby incorporated
herein by reference.

9.2      POWERS OF THE PLAN ADMINISTRATOR.

         (a) GENERAL POWERS OF PLAN ADMINISTRATOR. The Plan Administrator shall
have the power and discretion to perform the administrative duties described in
this Plan or required for proper administration of the Plan and shall have all
powers necessary to enable it to properly carry out such duties. Without
limiting the generality of the foregoing, the Plan Administrator shall have the
power and discretion to construe and interpret this Plan, to hear and resolve
claims relating to the Plan and to decide all questions and disputes arising
under the Plan. The Plan Administrator shall determine, in its discretion, the
service credited to the Participants, the status and rights of a Participant,
and the identity of the Beneficiary or Beneficiaries entitled to receive any
benefits payable on account of the death of a Participant.

         (b) PARTICIPATION. The Plan Administrator also shall have the
discretion to exclude employees from participation in the Plan and to
discontinue a Participant's participation in the Plan.

         (c) DISTRIBUTIONS. All benefit disbursements by the Trustee shall be
made upon the instructions of the Plan Administrator.

         (d) DECISIONS CONCLUSIVE. The decisions of the Plan Administrator upon
all matters within the scope of its authority shall be binding and conclusive
upon all persons.

         (e) REPORTING. The Plan Administrator shall file all reports and forms
lawfully required to be filed by the Plan Administrator and shall distribute any
forms, reports or statements to be distributed to Participants and others.

         (f) INVESTMENTS. The Plan Administrator shall keep itself advised with
respect to the investment of the Trust Fund.


                                    -17-
<PAGE>


         (g) ELECTRONIC ADMINISTRATION. The Plan Administrator shall have the
authority to employ alternative means (including, but not limited to,
electronic, internet, intranet, voice response, or telephonic) by which
Participants may submit their elections and forms required for participation in,
and the administration of, this Plan.

9.3      CREATION OF COMMITTEE.

           A committee shall perform the Company's duties as Plan Administrator.
The committee shall consist of at least two members, and they shall hold office
during the pleasure of the Board of Directors. Unless and until the Company
appoints other individuals to serve on this committee, the committee members
shall be the members of the Company's Benefits Administration Committee as they
may change from time to time. The committee members shall serve without
compensation but shall be reimbursed for all expenses by the Company. The
committee shall conduct itself in accordance with the provisions of this Section
9. The members of the committee may resign with 30 days notice in writing to the
Company and may be removed immediately at any time by written notice from the
Company.

9.4      CHAIRMAN AND SECRETARY.

           The committee shall elect a chairman from among its members and shall
select a secretary who is not required to be a member of the committee and who
may be authorized to execute any document or documents on behalf of the
committee. The secretary of the committee or his designee shall record all acts
and determinations of the committee and shall preserve and retain custody of all
such records, together with such other documents as may be necessary for the
administration of this Plan or as may be required by law.

9.5      APPOINTMENT OF AGENTS.

           The committee may appoint such other agents, who need not be members
of the committee, as it may deem necessary for the effective performance of its
duties, whether ministerial or discretionary, as the committee may deem
expedient or appropriate. The compensation of any agents who are not employees
of the Company shall be fixed by the committee within any limitations set by the
Board of Directors.

9.6      MAJORITY VOTE AND EXECUTION OF INSTRUMENTS.

           In all matters, questions and decisions, the action of the committee
shall be determined by a majority vote of its members. They may meet informally
(which may include attendance by conference call) or take any ordinary action
without the necessity of meeting as a group. All instruments executed by the
committee shall be executed by a majority of its members or by any member of the
committee designated to act on its behalf. The committee may adopt such bylaws
and regulations as it deems desirable for the conduct of its affairs.

9.7      ALLOCATION OF RESPONSIBILITIES.


                                  -18-
<PAGE>

           The committee may allocate responsibilities among its members or
designate other persons to act on its behalf. Any allocation or designation,
however, must be set forth in writing and must be retained in the permanent
records of the committee.

9.8      CONFLICT OF INTEREST.

           No member of the committee who is a Participant shall take any part
in any action in connection with his participation as an individual. Such action
shall be voted or decided by the remaining members of the committee.



9.9      ACTION TAKEN BY COMPANY.

           Any action to be taken by the Company shall be taken by resolution
adopted by the Board of Directors; provided, however, that by resolution the
Board of Directors may delegate to any committee of the Board, any committee of
officers or other employees, or any officer of the Company the authority to take
any actions hereunder.

9.10     DELEGATIONS OF AUTHORITY.

           All delegations of responsibility set forth in this document
regarding the determination of benefits and the interpretation of the terms of
the Plan confer discretionary authority upon the Plan Administrator; provided,
however, that the Plan Administrator shall not retain any such discretionary
authority after a Change of Control occurs.

9.11     INDEMNIFICATION.

           To the extent permitted by law, the Company shall and does hereby
jointly and severally indemnify and agree to hold harmless the employees,
officers and directors of it and its Affiliates who serve in fiduciary or other
capacities with respect to the Plan from all loss, damage, or liability, joint
or several, including payment of expenses in connection with defense against any
such claim, for their acts, omissions and conduct, and for the acts, omissions
or conduct of their duly appointed agents, which acts, omissions or conduct
constitute or are alleged to constitute a breach of such individual's fiduciary
or other responsibilities under the Act or any other law, except for those acts,
omissions, or conduct resulting from his own willful misconduct, willful failure
to act, or gross negligence; provided, however, that if any party would
otherwise be entitled to indemnification hereunder in respect of any liability
and such party shall be insured against loss as a result of such liability by
any insurance contract or contracts, such party shall be entitled to
indemnification hereunder only to the extent by which the amount of such
liability shall exceed the amount thereof payable under such insurance contract
or contracts.

                                   ARTICLE X

                             CLAIMS REVIEW PROCEDURE

10.1     CLAIMS.


                                     -19-
<PAGE>

         (a) FILING OF CLAIM. A Participant or Beneficiary entitled to benefits
need not file a written claim to receive benefits. If a Participant, Beneficiary
or any other person is dissatisfied with the determination of his benefits,
eligibility, participation or any other right or interest under this Plan, such
person may file a written statement setting forth the basis of the claim with
the Plan Administrator in a manner prescribed by the Plan Administrator. In
connection with the determination of a claim, or in connection with review of a
denied claim, the claimant may examine this Plan and any other pertinent
documents generally available to Participants relating to the claim and may
submit comments in writing.

         (b) NOTICE OF DECISION. A written notice of the disposition of any such
claim shall be furnished to the claimant within 60 days after the claim is filed
with the Plan Administrator, provided that the Plan Administrator may have an
additional period to decide the claim if it advises the claimant in writing of
the need for an extension and the date on which it expects to decide the claim.
The notice of disposition of a claim shall refer, if appropriate, to pertinent
provisions of this Plan, shall set forth in writing the reasons for denial of
the claim if the claim is denied (including references to any pertinent
provisions of this Plan), and where appropriate shall explain how the claimant
can perfect the claim.

10.2     APPEALS.

         (a) REVIEW. If the claim is denied, in whole or in part, the claimant
shall also be notified in writing that a review procedure is available.
Thereafter, within 90 days after receiving the written notice of the Plan
Administrator's disposition of the claim, the claimant may request in writing,
and shall be entitled to, a review meeting with the Plan Administrator to
present reasons why the claim should be allowed. The claimant shall be entitled
to be represented by counsel at the review meeting. The claimant also may submit
a written statement of his claim and the reasons for granting the claim. Such
statement may be submitted in addition to, or in lieu of, the review meeting
with the Plan Administrator. The Plan Administrator shall have the right to
request and receive from a claimant such additional information, documents or
other evidence as the Plan Administrator may reasonably require. If the claimant
does not request a review meeting within 90 days after receiving written notice
of the Plan Administrator's disposition of the claim, the claimant shall be
deemed to have accepted the Plan Administrator's written disposition, unless the
claimant shall have been physically or mentally incapacitated so as to be unable
to request review within the 90 day period.

         (b) DECISION FOLLOWING REVIEW. A decision on review shall be rendered
in writing by the Plan Administrator ordinarily not later than 60 days after
review, and a written copy of such decision shall be delivered to the claimant.
If special circumstances require an extension of the ordinary period, the Plan
Administrator shall so notify the claimant. In any event, if a claim is not
determined within 120 days after submission for review, it shall be deemed to be
denied.

         (c) DECISIONS FINAL; PROCEDURES MANDATORY. To the extent permitted by
law, a decision on review by the Plan Administrator shall be binding and
conclusive upon all persons whomsoever. To the extent permitted by law,
completion of the claims procedures described in this Section shall be a
mandatory precondition that must be complied


                                 -20-
<PAGE>


with prior to commencement of a legal or equitable action in connection with
the Plan by a person claiming rights under the Plan or by another person
claiming rights through such a person. The Plan Administrator may, in its
sole discretion, waive these procedures as a mandatory precondition to such
an action.

                                   ARTICLE XI

            LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY INCOMPETENT
                            DISTRIBUTEE; CORRECTIONS

11.1     ANTI-ALIENATION CLAUSE.

           No benefit which shall be payable under the Plan to any person shall
be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose
of the same shall be void. No benefit shall in any manner be subject to the
debts, contracts, liabilities, engagements or torts of any person, nor shall it
be subject to attachment or legal process for or against any person, except to
the extent as may be required by law.

11.2     PERMITTED ARRANGEMENTS.

           Section 11.1 shall not preclude arrangements for the withholding of
taxes from benefit payments, arrangements for the recovery of benefit
overpayments, or arrangements for direct deposit of benefit payments to an
account in a bank, savings and loan association or credit union (provided that
such arrangement is not part of an arrangement constituting an assignment or
alienation).


                                  -21-
<PAGE>


11.3     PAYMENT TO MINOR OR INCOMPETENT.

           Whenever any benefit which shall be payable under the Plan is to be
paid to or for the benefit of any person who is then a minor or determined by
the Plan Administrator to be incompetent by qualified medical advice, the Plan
Administrator need not require the appointment of a guardian or custodian, but
shall be authorized to cause the same to be paid over to the person having
custody of the minor or incompetent, or to cause the same to be paid to the
minor or incompetent without the intervention of a guardian or custodian, or to
cause the same to be paid to a legal guardian or custodian of the minor or
incompetent if one has been appointed or to cause the same to be used for the
benefit of the minor or incompetent.

11.4     UNDERPAYMENT OR OVERPAYMENT OF BENEFITS.

           In the event that, through mistake or computational error, benefits
are underpaid or overpaid, there shall be no liability for any more than the
correct amount of benefits under the Plan. Overpayments may be deducted from
future payments under the Plan, and underpayment may be added to future payments
under the Plan. In lieu of receiving reduced benefits under the Plan, a
Participant or Beneficiary may elect to make a lump sum repayment of any
overpayment.


                                  ARTICLE XII

                        AMENDMENT, MERGER AND TERMINATION

12.1     AMENDMENT.

           The Company shall have the right at any time, by an instrument in
writing duly executed, acknowledged and delivered to the Plan Administrator, to
modify, alter or amend this Plan, in whole or in part, prospectively or
retroactively; provided, however, that the duties and liabilities of the Plan
Administrator and the Trustee hereunder shall not be substantially increased
without its written consent; and provided further that the amendment shall not
reduce any Participant's interest in the Plan, calculated as of the date on
which the amendment is adopted. The agreements referred to in Section 13.3(a)
and the offsets referred to in Section 13.3(b) shall not be deemed to violate
the last clause of the preceding sentence.

12.2     MERGER OR CONSOLIDATION OF COMPANY.

           The Plan shall not be automatically terminated by the Company's
acquisition by or merger into any other employer, but the Plan shall be
continued after such acquisition or merger if the successor employer elects and
agrees to continue the Plan. All rights to amend, modify, suspend, or terminate
the Plan shall be transferred to the successor employer, effective as of the
date of the merger. If an Employer other than the Company is acquired by or
merged into any organization other than an Affiliate, the Plan shall be
terminated as to the acquired Employer unless the Company and the acquiror agree
otherwise in writing.

12.3     TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS.


                                   -22-
<PAGE>

         It is the expectation of the Company and each of the Employers that
this Plan and the payment of contributions hereunder will be continued
indefinitely. However, continuance of the Plan is not assumed as a contractual
obligation of the Company or any other Employer, and the right is reserved at
any time to terminate this Plan or to reduce, temporarily suspend or discontinue
contributions hereunder. If the Plan is terminated or contributions are reduced,
temporarily suspended, or discontinued with respect to all Employers or any one
or more Employers, the Accounts of the affected Participants will continue to be
held pursuant to the Plan until the date or dates on which such Accounts would
have become distributable had the Plan not been terminated or had contributions
not been reduced, temporarily suspended, or discontinued. In the exercise of its
discretion, however, the Plan Administrator may direct that the Accounts of any
Participant affected by the termination of the Plan as to all Employers or a
particular Employer, or the reduction, temporary suspension, or discontinuance
of contributions, be distributed as of an earlier date or dates.


                                  ARTICLE XIII

                               GENERAL PROVISIONS

13.1     LIMITATION ON PARTICIPANTS' RIGHTS.

           Participation in the Plan shall not give any Participant the right to
be retained in the employ of the Company or any Affiliate or any right or
interest in the Trust Fund other than as herein provided. The Company and each
Affiliate reserves the right to dismiss any Participant without any liability
for any claim either against the Trust Fund, except to the extent herein
provided, or against the Company, or Affiliate.

13.2     STATUS OF PARTICIPANTS AS UNSECURED CREDITORS.

           Each Participant is an unsecured creditor of the Company or the
Affiliate that employs the Participant and, except for the Deferral
Contributions, Cash Balance Contributions, and Profit Sharing Contributions or
Matching Contributions placed in the Trust Fund as provided in this Plan, no
assets of the Company or any Affiliate will be segregated from the general
assets of the Company or any Affiliate for the payment of benefits under this
Plan. If the Company or any Affiliate acquires any insurance policies or other
investments to assist it in meeting its obligations to Participants, those
policies or other investments will nonetheless remain part of the general assets
of the Company or Affiliate.


                               -23-
<PAGE>

13.3     CANCELLATION OR REDUCTION OF ACCOUNTS.

           An Employer and one of its Participants may agree from time to time
to reduce (but not below zero) the amount credited to the Participant's Account
under this Plan. Any such agreement must be in writing, must be signed by the
Participant and the Employer, shall relate only to amounts credited to the
Participant's Account and shall not circumvent the provisions of Sections 3.3,
8.1, or 8.2 regarding the timing or manner of distributions from this Plan.

13.4     EXCEPTION TO CONTRIBUTION RULE.

           Neither the Company nor any other Employer shall have any obligation
to transfer Deferral Contributions made by the Participants, Cash Balance,
Matching or Profit Sharing Contributions due from the Company or such Employer,
or any other amounts to the Trust Fund, if and so long as the assets of the
Trust Fund exceed the aggregate Account Balances of all Participants. The
provisions of this Section 13.4 supersede the provisions of Sections 4.1, 4.2,
4.3, or any other provision of this Plan that purports to require the Company or
any other Employer to transfer amounts to the Trust Fund.

13.5     STATUS OF TRUST FUND.

           The Trust Fund is being established to assist the Company and the
adopting Affiliates in meeting their obligations to the Participants and to
provide the Participants with a measure of protection in certain limited
instances. In certain circumstances described in the Trust Agreement, the assets
of the Trust Fund may be used for the benefit of the Company's or an Affiliate's
creditors and, as a result, the Trust Fund is considered to be part of the
Company's and adopting Affiliate's general assets. Benefit payments due under
this Plan shall either be paid from the Trust Fund or from the Company's or
Affiliate's general assets as directed by the Plan Administrator. Despite the
establishment of the Trust Fund, it is intended that the Plan be considered to
be "unfunded" for purposes of the Act and the Code.

13.6     FUNDING UPON A CHANGE OF CONTROL.

           Prior to the day on which a Change of Control occurs, if for any
reason the assets of the Trust Fund are less than the aggregate Account Balances
of all Participants, the Company shall transfer an amount equal to the
deficiency to the Trustee of the Trust. If it is discovered at any time that the
amount initially transferred is less than the total amount called for by the
preceding sentence, the shortfall shall be transferred to the Trustee
immediately upon the discovery of such error.

13.7     UNIFORM ADMINISTRATION.

           Whenever in the administration of the Plan any action is required by
the Plan Administrator, such action shall be uniform in nature as applied to all
persons similarly situated.


                                     -24-
<PAGE>

13.8     HEIRS AND SUCCESSORS.

           All of the provisions of this Plan shall be binding upon all persons
who shall be entitled to any benefits hereunder, and their heirs and legal
representatives.

13.9     NO LIABILITY FOR ACCELERATION OF PAYMENTS.

           Under the Plan, Participants are allowed, to a certain extent, to
designate the dates on which distributions are to be made to them. The Plan
Administrator, however, also has the right, in the exercise of its discretion,
to accelerate payments. By accepting the benefits offered by the Plan, each
Participant (and each Beneficiary claiming through a Participant) acknowledges
that the Plan Administrator may override the Participant's elections and agrees
that neither the Participant nor any Beneficiary shall have any claim against
the Plan Administrator, the Trustee, or any Employer if distributions are made
earlier than anticipated by the Participant due to the Plan Administrator's
exercise of its discretion to accelerate payments.

           To signify its adoption of this restated Plan document, the Company
has caused this restatement of the Plan to be executed by a duly authorized
officer of the Company on this _____ day of _________, 1999.

                                      ACCURIDE CORPORATION



                                        By_________________________________

                                        Its________________________________


                                    -25-