<PAGE>   1
                                                                   Exhibit 10.17



                        FALCON BUILDING PRODUCTS, INC.


                            EMPLOYEE SAVINGS PLAN


                         (EFFECTIVE JANUARY 1, 1995)
<PAGE>   2

                               TABLE OF CONTENTS




<TABLE>
    <S>                                                                 <C>
    ARTICLE I - NAME, PURPOSE AND HISTORY OF PLAN                       1

    ARTICLE II - DEFINITIONS AND CONSTRUCTION                           2

           Section 2.01.  Definitions                                   2
           Section 2.02.  Construction                                  5

    ARTICLE III - PARTICIPATION                                         7

           Section 3.01.  Eligibility to Participate                    7
           Section 3.02.  Election to Participate                       7

    ARTICLE IV - CONTRIBUTIONS                                          8

           Section 4.01.  Amount of Participant's Contributions         8
           Section 4.02.  Limitations on Pre-Tax Contributions          8
           Section 4.03.  Suspension of Contributions                   9
           Section 4.04.  Payment of Elective Contributions to Trustee  9
           Section 4.05.  Employer Matching Contributions               10
           Section 4.06.  Limitations on Contributions For
                          Nondiscrimination Testing Purposes            10
           Section 4.07.  Maximum Annual Additions                      15
           Section 4.08.  Rollover Contributions                        18

    ARTICLE V - TRUST AGREEMENT; INVESTMENT FUNDS
                AND PARTICIPANT INVESTMENT ELECTIONS                    19

           Section 5.01.  Trust Agreement                               19
           Section 5.02.  Investment Funds                              19
           Section 5.03.  Allocation and Reallocation of Contributions
                          Among Investment Funds                        19
           Section 5.04.  Fees and Expenses                             20
           Section 5.05.  Exclusive Benefit and Funding Policy          20

    ARTICLE VI - PARTICIPANT ACCOUNTS                                   21

           Section 6.01.  Establishment of Accounts                     21
           Section 6.02.  Crediting of Accounts                         21
           Section 6.03.  Valuation of Accounts                         21
</TABLE>

<PAGE>   3
<TABLE>
<S>                                                                     <C>
ARTICLE VII - VESTING; DISTRIBUTION OF ACCOUNTS                         22

           Section 7.01.  Vesting                                       22
           Section 7.02.  Distribution Upon Termination of Employment   22
           Section 7.03.  Designation of Beneficiary                    22
           Section 7.04.  Manner and Timing of Distributions            22
           Section 7.05.  Special Rules for Interests Derived from 
                          Prior Plans                                   24
           Section 7.06.  Disability Retirement Benefit                 24
           Section 7.07.  Direct Rollovers                              24

ARTICLE VIII - WITHDRAWALS AND LOANS                                    26

           Section 8.01.  Withdrawal of After-Tax Contributions         26
           Section 8.02.  Withdrawals After Age 59-1/2                  26
           Section 8.03.  Hardship Withdrawals                          26
           Section 8.05   Payment of Existing Loans from Prior Plans 
                          to Participants.                              27
           Section 8.06   Withdrawals of Prior Plan Amounts             28

ARTICLE IX - THE COMMITTEE                                              29

           Section 9.01.  Benefit Plans Committee                       29
           Section 9.02.  Responsibility and Authority of the Committee 29
           Section 9.03.  Organization and Procedure.                   30
           Section 9.04.  Delegation of Authority and Responsibility    30
           Section 9.05.  Use of Professional Services                  30
           Section 9.06.  Fees and Expenses                             30
           Section 9.07.  Claims Procedure                              31

ARTICLE X - AMENDMENTS AND TERMINATION                                  32

           Section 10.01.  Amendments and Termination                   32

ARTICLE XI - MISCELLANEOUS                                              33

           Section 11.01.  Non-Guarantee of Employment                  33
           Section 11.02.  Rights to Trust Assets                       33
           Section 11.03.  Non-Recommendation of Investment             33
           Section 11.04.  Indemnification of Committee                 33
           Section 11.05.  Non-Alienation                               34
           Section 11.06.  Facility of Payment                          34
           Section 11.07.  Board Action                                 34
           Section 11.08.  Mergers, Consolidations and Transfer of 
                           Plan Assets                                  34
           Section 11.09.  Fiduciaries                                  35
           Section 11.10.  Unclaimed Benefits                           35

</TABLE>
<PAGE>   4

<TABLE>

<S>                                                                     <C>
ARTICLE XII - TOP-HEAVY PLAN PROVISIONS                                 36

           Section 12.01.  Effect of Top-Heavy Status                   36
           Section 12.02.  Additional Definitions                       36
           Section 12.03.  Minimum Benefits                             37
           Section 12.04.  Maximum Benefit Limits                       37
</TABLE>



<PAGE>   5
                         FALCON BUILDING PRODUCTS, INC.
                             EMPLOYEE SAVINGS PLAN


                                   ARTICLE I
                       NAME, PURPOSE AND HISTORY OF PLAN


     Falcon Building Products, Inc. (the "Company") hereby establishes the
Falcon Building Products, Inc. Employee Savings Plan (the "Plan"), effective
January 1, 1995 (the "Effective Date"), for the benefit of employees of the
Company and its Affiliates that adopt the Plan (the "Employers") and their
beneficiaries.  Its purpose is to encourage Employee savings for retirement on
a tax-advantaged basis.  Employees of an Employer who were participants in the
Eagle Industries, Inc. Employee Savings Plan immediately before the Effective
Date became Participants under this Plan as of the Effective Date.  The Company
intends that this Plan and the related Trust qualify under all applicable
provisions of the Internal Revenue Code of 1986 and the Employee Retirement
Income Security Act of 1974 and that each of the terms of this Plan and the
Trust Agreement shall be so interpreted.  This Plan is intended to be a profit
sharing plan with a qualified cash or deferred arrangement meeting the
requirements of Code Sections 401(a) and 401(k).
<PAGE>   6
                                   ARTICLE II
                          DEFINITIONS AND CONSTRUCTION

     SECTION 2.01.  DEFINITIONS.  For purposes of the Plan, unless the context
clearly or necessarily indicates otherwise, the following words and phrases
shall have the meaning set forth in the definitions below:

     (a) "Account" shall mean the separate Account or Accounts to be maintained
under the Plan for each Participant as provided in Section 6.02.

     (b) "Affiliate" shall mean (i) each corporation or unincorporated trade or
business which is a member of either a controlled group of corporations, a
group of trades or businesses under common control, (ii) an affiliated service
group within the meaning of Code Sections 414(b), (c) or (m), which includes
the Company, or any other entity required to be aggregated with the Company
pursuant to regulations under Code Section 414(o), and (iii) Eagle Industries,
Inc.

     (c) "After-Tax Contributions" shall mean after-tax contributions by the
Participant pursuant to the Participant's authorization to make regular payroll
deductions from his Compensation pursuant to Section 4.01(b).

     (d) "Beneficiary" shall mean the person or persons designated on Timely
Notice by a Participant to receive benefits in the event of the Participant's
death, as provided in Section 7.03.

     (e) "Board" shall mean the Board of Directors of the Company.

     (f) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (g) "Committee" shall mean the Benefit Plans Committee of the Company,
which is described in Section 9.01 of the Plan.

     (h) "Company" shall mean Falcon Building Products, Inc., a Delaware
corporation.

     (i) "Compensation" shall mean the compensation reported for a calendar
year on Form W-2 as paid by an Employer to the Participant, exclusive of any
severance pay, moving allowance, car allowance, awards or prizes, or imputed
income under Code Sections 79 or 132 and such other similar payments under the
code and regulations issued thereunder, but inclusive of any before-tax
contributions made under this Plan, any other 401(k) plan or any life insurance
or medical plan maintained by the Company pursuant to Code Section 125.

     In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the
Compensation of each Employee taken into account under the Plan shall not
exceed the Omnibus Budget Reconciliation Act of 1993 ("OBRA '93") annual
compensation limit.  The OBRA '93 annual compensation limit is $150,000, as
adjusted by the Commissioner of the Internal Revenue Service for increases in
the cost of living in accordance with Code Section 401(a)(17)(B).  The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over 


<PAGE>   7

which Compensation is determined (the "determination period") beginning
in that calendar year.  If a determination period consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied by a
fraction, the numerator of which is the number of months in the determination
period, and the denominator of which is 12.  Any reference in this Plan to the
limitation under Code Section 401(a)(17) shall mean the OBRA '93 annual
compensation limit set forth in this provision.

     In determining the Compensation of an Employee for purposes of this
limitation, the rules of Code Section 414(q)(6) shall apply, except that, in
applying such rules, the term "family" shall include only the spouse of the
Participant and any lineal descendants of the Participant who have not attained
age 19 before the close of the Plan Year.  If, as a result of the application
of these rules, the adjusted dollar limitation of Code Section 4.01(a)(17)
applicable to family members is exceeded, then the dollar limitation shall be
prorated among the affected individuals in proportion to each such individual's
Compensation as determined under this subparagraph (k) before applying the
limitation.

     (j) "Effective Date" shall mean January 1, 1995.

     (k) "Elective Contributions" shall mean amounts contributed under the Plan
by Employers pursuant to a Participant's authorization under Section 401(a).
Employee Elective Contributions shall consist of After-Tax Contributions and
Pre-Tax Contributions.

     (l) "Employee" shall mean any individual who is in the employ of an
Employer, except (i) individuals in a unit of employees covered by a collective
bargaining agreement, unless the collective bargaining agreement specifically
provides for such employees to participate in the Plan, (ii) individuals in a
group that has been excluded by the Board from participation in the Plan and
(iii) leased employees (within the meaning of Code Section 414(n)(2)) of an
Employer, unless the participation of leased employees is required as a
condition of the Plan's qualification under Code Section 401(a).

     (m) "Employer" shall mean the Company and each other Affiliate, which,
with the approval of the Company (which approval may be given by the President
or a Vice President of the Company), adopts this Plan by resolution of its
board of directors.  As of the Effective date, the participating Employers are
those identified on Appendix A to the Plan.

     (n) "Employer Matching Contributions" shall mean amounts contributed under
the Plan by Employers as provided in Article IV.  The term shall also be deemed
to include forfeitures applied to reduce the amount of an Employer's
contributions otherwise due under the Plan.

     (o) "Employment Commencement Date" shall mean the date on which an
Employee first performs an Hour of Service.

     (p) "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as  amended.  Reference to specific provisions of ERISA shall be deemed
to refer to that provision or any successor provision under any amendment to
ERISA.

     (q) "Highly Compensated Employee" shall mean an individual within the
meaning of Code Section 414(q), as described in Section 4.06 of this Plan.

<PAGE>   8

     (r) "Hour of Service" shall mean:

                        (i) Each hour for which an Employee is paid or entitled
                   to payment, for the performance of duties for the Company or
                   an Affiliate, during the applicable computation period.
                   These hours shall be credited to the Employee for the
                   computation period in which the duties were performed;

                        (ii) Each hour for which the Employee is paid or
                   entitled to payment by the Company or an Affiliate, either
                   directly or indirectly, on account of a period of time
                   during which no duties are performed (irrespective of
                   whether the employment relationship has terminated) due to
                   vacation, holiday, illness, incapacity (including
                   disability), layoff, jury duty, military duty or leave of
                   absence), but excluding payments under a plan maintained
                   solely for the purpose of complying with workmen's
                   compensation, unemployment compensation, or disability
                   insurance laws and also excluding payments for medical or
                   medically related expenses.  No more than 501 Hours of
                   Service shall be credited under this paragraph (ii) for any
                   single computation period whether or not such period occurs
                   in a single computation period); and

                        (iii) Each hour for which back pay, irrespective of
                   mitigation of damages, is either awarded or agreed to by the
                   Company or an Affiliate.

The same hours of service shall  not be credited under clause (i) or clause
(ii), as the case may be, and under clause (iii).  Further, no more than 501
Hours of Service shall be credited for payment of back pay to the extent it is
agreed to or awarded for a period of time during which an Employee did not or
would not have performed duties.  These Hours shall be credited to the Employee
for the computation period or periods to which the award or agreement pertains
rather than the computation period in which the award, agreement or payment is
made.  For purposes of determining eligibility to participate, an Employee who
is on leave of absence under the Family and Medical Leave Act of 1993 shall be
credited with Hours of Service for the hours the Employee would have worked had
he not taken the leave.  Hours of Service shall be computed and credited in
accordance with paragraphs (b) and (c) of Section 2530.200b-2 of the Department
of Labor Regulations.

     (s) "Investment Fund" means an unsegregated fund established at the
direction of the Committee pursuant to Section 5.02, and invested in
securities, insurance contracts, mutual fund shares or other property of such
type and characteristics as the Committee shall determine.

     (t) "Normal Retirement Age" shall mean the date on which the Participant
attains age 65.

     (u) "Participant" shall mean an Employee who has satisfied the
requirements of Section 3.01 and has made Elective Contributions under the
Plan.  The term shall also include any other person whose interests derived
from participation in a prior plan are transferred or rolled over into the
Plan.  A person who has become a Participant under the Plan shall 
<PAGE>   9
continue to be a Participant until his entire Account has been distributed or 
forfeited under the Plan.

     (v) "Part-Time Employee" shall mean an Employee who is regularly scheduled
to perform less than 20 Hours of Service per week or whose work schedule,
because of its seasonal or temporary nature, is expected to result in
completion of fewer than 1,000 Hours of Service per year.

     (w) "Plan" shall mean the Falcon Building Products, Inc. Employee Savings
Plan.

     (x) "Plan Year" shall mean the calendar year.

     (y) "Pre-Tax Contributions" shall mean amounts contributed by the
Participant's Employer pursuant to the Participant's authorization and
direction under Section 4.01(a) to make such contribution on the Participant's
behalf in lieu of payment of an equal amount directly to the Participant.

     (aa) "Timely Notice" shall mean a notice in writing on a form prescribed
by the Committee and filed at such places and at such reasonable times as shall
be required by the rules of the Committee.

     (bb) "Trust" shall mean the trust fund established pursuant to the
provisions of this Plan, as it may be amended from time to time.


     (cc)  "Trustee" shall mean the trustee under the Trust.

     (dd)  "Valuation Date" shall mean each business day of the Plan Year.


     SECTION 2.02.  CONSTRUCTION.

     (a) Where appearing in this Plan, the masculine shall include the feminine
and the plural shall include the singular, unless the context clearly indicates
otherwise.  Titles of articles and sections are for reference purposes only.

     (b) The Plan is intended to be a qualified profit sharing plan meeting the
requirements of Code Section 401(a) and to contain a "qualified cash or
deferred arrangement" meeting the requirements of Code Section 401(k).  The
Plan shall be interpreted so as to comply with the applicable requirements of
those sections where the requirements are not clearly contrary to the express
terms of the Plan.  In all other respects, the Plan shall be construed and its
validity determined according to the laws of the State of Illinois to the
extent those laws are not preempted by federal law.  If any provision of this
Plan is held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions of the Plan, and the Plan shall be
construed and enforced as if the illegal or invalid provisions had not been
included in the Plan.
<PAGE>   10
                                  ARTICLE III
                                 PARTICIPATION

     SECTION 3.01.  ELIGIBILITY TO PARTICIPATE.

     (a) Any Employee or Part-Time Employee who was a participant in the Eagle
Industries, Inc. Employee Savings Plan immediately before the Effective Date
shall be eligible to participate in the Plan as of the Effective Date.

     (b) Any other Employee, other than a Part-Time Employee, shall be eligible
to participate in the Plan as of the first January 1 or July 1 that is at least
30 days after his Employment Commencement Date.

     (c) Any other Part-Time Employee shall be eligible to participate in the
Plan as of the last day of his "qualifying period."  For purposes of this
subsection, the "qualifying period" of a Part-Time Employee is the first
12-consecutive-month period beginning on his Employment Commencement Date, or
any anniversary thereof, during which he completes at least 1,000 Hours of
Service.

     (d) A former Participant whose employment has terminated and who is
subsequently reemployed shall reenter the Plan as a Participant on the date of
his reemployment.  If a reemployed Employee was not formerly a Participant in
the Plan, he shall be considered a new Employee and required to meet the
requirements of this Section 3.01 to be eligible to participate in the Plan.

     SECTION 3.02.  ELECTION TO PARTICIPATE.  An Employee may elect to
participate in the Plan by filing his election with his Employer on a Timely
Notice to make Basic Contributions on the Participant's behalf, as provided in
Section 4.01.  Elections filed by Employees and Part-Time Employees eligible to
participate under Section 3.01(a) of the Plan shall be effective as of the
Effective Date.  Elections filed by all other Employees and Part-Time Employees
shall be effective with the January 1 or July 1 that next follows the later of
(i) the filing of the election or (ii) the date as of which he shall have
become eligible to participate in the Plan as determined under Section 3.01(b)
or (c), as applicable.  Any such election shall remain in effect so long as the
Participant remains an Employee.

<PAGE>   11

                                   ARTICLE IV
                                 CONTRIBUTIONS

     SECTION 4.01.  AMOUNT OF PARTICIPANT'S CONTRIBUTIONS.

     (a) Elective Contributions.  Subject to the limitations described in
Sections 4.02, 4.06 and 4.07, a Participant may elect to make Elective
Contributions at a rate from two to twelve percent of the Participant's
Compensation.  Such Elective Contributions may be either Pre-Tax
Contributions, After-Tax Contributions, or both, in any combination.  Pre-Tax
Contributions shall be made by the Participant's Employer in lieu of payment of
an equal amount directly to the Participant as current compensation, pursuant
to authorization by the Participant on a form provided by the Committee.
After-Tax Contributions shall be made for the Participant through regular
payroll deductions, pursuant to authorization by the Participant on a form
provided by the Committee.  If during a Plan Year a Participant's Pre-Tax
Contributions exceed the limitations of Code Section 402(g), as described in
Section 4.02 of this Plan, all further contributions for the year shall
automatically be made in the form of After-Tax Contributions.

     (b) Change in Rate of Contributions.  The designated rates of a
Participant's Elective Contributions may be changed as of the first day of any
month following the Company's receipt of Timely Notice, but shall remain in
effect for successive periods of time unless changed.

     SECTION 4.02.  LIMITATIONS ON PRE-TAX CONTRIBUTIONS.

     (a) No Participant shall be permitted to have Pre-Tax Contributions made
under the Plan and any other plan maintained by the Employer during any taxable
year in excess of the dollar limitation contained in Code Section 402(g) as in
effect at the beginning of such taxable year.

     (b) Excess Elective Deferrals under this Plan, plus any income and minus
any losses allocable thereto, may be distributed to the Participant no later
than April 15 of the following year or, as soon as practicable thereafter.

     (c) Definitions.

                        (i) "Excess Elective Deferrals" shall mean those
                   Pre-Tax Contributions that are includable in a Participant's
                   gross income because the contributions exceed the dollar
                   limitation of Code Section 402(g) for the taxable year.
                   Excess Elective Deferrals shall be treated as Annual
                   Additions under the Plan.

                   (ii) "Elective Deferrals" shall mean, with respect to any
                   taxable year, the sum of all employer contributions
                   (including those of another employer who is not an Employer
                   who has adopted this Plan) made on behalf of a Participant
                   pursuant to an election to defer under any qualified cash or
                   deferred arrangement under Code Section 401(k), any
                   simplified employee pension cash or deferred arrangement
                   under Code Section 402(h)(l)(B), any eligible deferred
                   compensation plan under 

<PAGE>   12
                   Code Section 457 and any plan as described under 
                   Section 501(c)(18), and any employer contributions made 
                   on the behalf of a Participant under a salary reduction 
                   agreement for the purchase of an annuity contract under 
                   Code Section 403(b).

     (d) Determination of Income or Loss.  Excess Elective Deferrals shall be
adjusted for any income or loss up to the date of distribution using the method
described in this subsection or any other method permitted under Treasury
Regulation Section 1.402(g)-1(e)(5).  The income or loss allocable to Excess
Elective Deferrals is the sum of: (i) income or loss allocable to the
Participant's Pre-Tax Contributions for the taxable year multiplied by a
fraction, the numerator of which is the Participant's Excess Elective Deferrals
for the year and the denominator of which is the Participant's Account balance
attributable to Pre-Tax Contributions without regard to any income or loss
occurring during the taxable year; and (ii) ten percent of the amount
determined under (i) multiplied by the number of whole calendar months between
the end of the Participant's taxable year and the date of distribution,
counting the month of distribution if distribution occurs after the 15th of the
month.

     SECTION 4.03.  SUSPENSION OF CONTRIBUTIONS.

     (a) A Participant's Elective Contributions shall be suspended if either of
the following occurs:

                        (i) the Participant elects, in the form of a Timely
                   Notice, to suspend all of his Elective Contributions being
                   made under Section 4.01;

                        (ii) the Participant receives a hardship withdrawal
                   under Section 8.03; or

                        (iii) the Participant fails to qualify as an Employee.

Suspensions shall be effective as soon as practicable following such
occurrence.  Participants will not be permitted to make up suspended
contributions.  A Participant's Elective Contributions shall be suspended for
the period described in Section 8.03(d) following his receipt of a hardship
withdrawal.

     (b) A Participant whose contributions have been suspended for reasons
other than a hardship withdrawal under Section 8.03 may resume making
contributions as of the next January 1 or July 1 following his provision of
Timely Notice; provided, that he is then an Employee as defined in the Plan.

     SECTION 4.04.  PAYMENT OF ELECTIVE CONTRIBUTIONS TO TRUSTEE. Each Employer
shall periodically (but not less frequently than monthly), remit to the Trustee
(or to the Company, if the Company has remitted to the Trustee) the amounts
withheld from the Compensation of its Employees as Elective Contributions under
the Plan.  Such amounts shall be credited to the Accounts of Participants on a
monthly basis.
<PAGE>   13
     SECTION 4.05.  EMPLOYER MATCHING CONTRIBUTIONS.

     (a) Each Employer shall make contributions for each of its eligible
Employees in an amount equal to 50 percent of the Employee's Elective
Contributions to a maximum of six percent of his Compensation.  Amounts
forfeited from the Accounts of Employees of the Employer under Section 11.10
shall be applied to reduce the amount of the Employer's Matching Contributions
otherwise payable under the Plan.

     (b) Employer Matching Contributions shall be made in cash on or before the
due date of the Employer's tax return for the year.

     (c) Employer Matching Contributions under the Plan are conditioned upon
their deductibility under Code Section 404.  Notwithstanding any provision
herein to the contrary, to the  extent a deduction is disallowed, contributions
may be returned to the Employer within one year after the disallowance.

     (d) Employer Matching Contributions shall be forfeited to the extent they
are based on Excess Elective Deferrals under Section 4.02(c), Pre-Tax
Contributions that are Excess Contributions or After-Tax Contributions that are
Excess Aggregate Contributions distributed under Section 4.06(h).  Any
forfeitures that occur will be used to reduce Employer Matching Contributions
for the next Plan Year.

     SECTION 4.06.  LIMITATIONS ON CONTRIBUTIONS FOR NONDISCRIMINATION TESTING
PURPOSES.
     (a)  Employer Matching Contributions, Pre-Tax Contributions and After-Tax
Contributions allocated to the Accounts of Highly-Compensated Employees shall
not in any Plan Year exceed the limits specified in this Section 4.06.  The
Committee may make the adjustments authorized in this Section 4.06 to ensure
that the limits of Subsections (b) (the "Actual Deferral Percentage test") and
(c) (the "Average Contribution Percentage test") are not exceeded, regardless
of whether such adjustments affect some Participants more than others.  This
Section shall be administered and interpreted in accordance with Code Sections
401(k) and 401(m).

     (b)  The Actual Deferral Percentage of the Highly-Compensated Employees
shall not exceed, in any Plan Year, the greater of:

                        (i) The Actual Deferral Percentage of all other
                   Participants for the Plan Year multiplied by 1.25; or

                        (ii) The lesser of the (A) Actual Deferral Percentage
                   of all other Participants for the Plan Year multiplied by
                   two (2) and (B) the Actual Deferral Percentage of all other
                   Participants for the Plan Year plus two (2) percentage
                   points, or such lesser amount as the Secretary of the
                   Treasury shall prescribe to prevent the multiple use of this
                   alternative limitation with respect to any
                   Highly-Compensated Employee.

     (c) The Average Contribution Percentage of the Highly Compensated Employee
shall not exceed, in any Plan Year, the greater of:
<PAGE>   14
                        (i) The Average Contribution Percentage of all other
                   Participants for the Plan Year multiplied by 1.25; or

                        (ii) The lesser of (A) the Average Contribution
                   Percentage of all other Participants for the Plan Year
                   multiplied by two (2) and (B) the Average Contribution
                   Percentage of all other Participants for the Plan Year plus
                   two (2) percentage points, or such lesser amounts as the
                   Secretary of the Treasury shall prescribe to prevent the
                   multiple use of this alternative limitation with respect to
                   any Highly-Compensated Employee.

     (d) The following terms shall have the meanings specified herein for
purposes of this Section 4.06.

                        (i) Actual Deferral Percentage.  The average, for a
                   specified group of Participants for a Plan Year, of the
                   ratios (calculated separately for each Participant in the
                   group) of (1) the amount of Employer contributions actually
                   paid over to the Trust on behalf of a Participant for the
                   Plan Year to (2) the Participant's compensation for the Plan
                   Year, as determined under Treasury Regulation Section
                   1.401(k)-1(g)(2).  For this purpose, Employer contributions
                   on behalf of any Participant shall include Pre-Tax
                   Contributions, including amounts in excess of the dollar
                   limitation contained in Section 4.02(g) of the Code
                   described in Section 4.02, but excluding Pre-Tax
                   Contributions that are taken into account in the Average
                   Contribution Percentage test (provided that the Actual
                   Deferral Percentage test is satisfied both with and without
                   exclusion of these Pre-Tax Contributions).  For purposes of
                   computing Actual Deferral Percentages, an Employee who would
                   be a Participant but for the failure to make Pre-Tax
                   Contributions shall be treated as a Participant on whose
                   behalf no Pre-Tax Contributions are made.

                        (ii) Average Contribution Percentage.  The average for
                   a designated group of Employees of the ratios (calculated
                   separately for each Employee in the group) of (1) the sum of
                   (A) the Employer Matching Contributions paid and credited to
                   the Account of an Employee for a Plan Year, (B) After-Tax
                   Contributions credited to the Account of the Employee for a
                   Plan Year and (C) any Pre-Tax Contributions which are to be
                   taken into account for purposes of the Average Contribution
                   Percentage Test, to (2) the Employee's compensation for the
                   Plan Year, as determined under Treasury Regulation Section
                   1.401(k)-1(g)(2).  Participant Pre-Tax  Contributions may be
                   used in the Average Contribution Percentage test provided
                   that the Actual Deferral Percentage test is met before the
                   Pre-Tax Contributions are used in the Average Contribution
                   Percentage test and continues to be met following the
                   exclusion of those contributions that are used to meet the
                   Average Contribution Percentage test.
<PAGE>   15
                        (iii) Highly-Compensated Employee.  The term Highly
                   Compensated Employee shall mean Highly Compensated Active
                   Employees and Highly Compensated Former Employees.

                        A Highly Compensated Active Employee includes any
                   Employee who performs service for the Employer during the
                   determination year and who, during the look-back year: (i)
                   received compensation from the Employer in excess of $75,000
                   (as adjusted under Code Section 415(d)); (ii) received
                   compensation from the Employer in excess of $50,000 (as
                   adjusted under Code Section 415(d)) and was a member of the
                   top paid group for the year; or (iii) was an officer of the
                   Employer and received compensation during the year that is
                   greater than 50 percent of the dollar limitation in effect
                   under Code Section 415(b)(1)(A).  The term Highly
                   Compensated Employee also includes:  (i) Employees who are
                   both described in the preceding sentence if the term
                   "determination year" is substituted for the term "look-back
                   year" and the Employee is one of the 100 employees who
                   received the most compensation from the Employer during the
                   determination year; and (ii) employees who are five percent
                   owners at any time during the look-back year or
                   determination year.

                        If no officer has satisfied the compensation
                   requirement of (iii) above during either a determination
                   year or look-back year, the highest paid officer for the
                   year shall be treated as a Highly Compensated Employee.

                        For purposes of this Section, the determination year
                   shall be the Plan Year.  The look-back year shall be the
                   twelve-month period immediately preceding the determination
                   year.

                        A Highly Compensated Former Employee includes any
                   Employee who separated from service (or was deemed to have
                   separated) prior to the determination year, performs no
                   service for the Employer during the determination year, and
                   was a Highly Compensated Active Employee for either the
                   separation year or any determination year ending on or after
                   the Employee's 55th birthday.
                        If an Employee is, during a determination year or
                   look-back year, a family member of either a five percent
                   owner who is an active or former Employee or a Highly
                   Compensated Employee who is one of the ten most Highly
                   Compensated Employees ranked on the basis of compensation
                   paid by the Employer during the year, then the family member
                   and the five percent owner or top-ten Highly Compensated
                   Employee shall be aggregated.  In such case, the family
                   member and five percent owner or top-ten Highly Compensated
                   Employee shall be treated as a single employee receiving
                   compensation and plan contributions or benefits equal to the
                   sum of such compensation and contributions or benefits of
                   the family member and five percent owner or top-ten Highly
                   Compensated Employee.  For 
<PAGE>   16

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

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

     (e) For purposes of determining compliance with the Actual Deferral
Percentage Test and the Average Contribution Percentage test, Pre-Tax
Contributions and Employer Matching Contributions must be made before the last
day of the twelve-month period immediately following the Plan Year to which the
contributions relate.

     (f) The Committee shall maintain records sufficient to demonstrate
satisfaction of the Actual Deferral Percentage test and the Average
Contribution Percentage test and the amount of Pre-Tax Contributions, After-Tax
Contributions and Employer Matching Contributions used in the test.

     (g) For purposes of determining the Actual Deferral Percentage or Average
Contribution Percentage of a Participant who is a five percent owner or one of
the ten most highly paid Highly Compensated Employees, the Pre-Tax
Contributions, After-Tax  Contributions, Employer Matching Contributions and
Compensation of the Participant shall include the Pre-Tax Contributions,
After-Tax Contributions, Employer Matching Contributions and Compensation for
the Plan Year of family members (as defined in Code Section 414(q)(6)).  Family
members, with respect to Highly Compensated Employees, shall be  disregarded as
separate employees in determining the Actual Deferral Percentages and Average
Contribution  Percentages of Participants who are Highly Compensated Employees
and Participants who are not Highly Compensated Employees.

     (h) Treatment of Excess Contributions.  If Employer Matching
Contributions, After-Tax Contributions or Pre-Tax Contributions exceed any of
the limits specified in Subsections 4.06(b) and (c) for a Plan Year, then the
Plan Administrator shall correct the excess in accordance with the provisions
of this Subsection (h).

                   (i) Notwithstanding any other provision of this Plan, unless
                   Pre-Tax  Contributions are recharacterized as After-Tax
                   Contributions under Subsection (iv) below, or Employer
                   Matching Contributions are treated as Qualified Matching
                   Contributions as provided under Subsection (v) below, excess
                   contributions and excess aggregate contributions (as defined
                   in subsections (ii) and (iii) below), attributable to
                   Pre-Tax Contributions and After-Tax Contributions plus any
                   income and minus any loss allocable thereto, such income or
                   loss determined and allocated in accordance with Treasury
                   Regulation Section 1.401(k)-1(f)(4)(ii), shall be
                   distributed no later than the last day of each Plan Year to
                   Participants to whose accounts such excess contributions and
                   excess aggregate contributions were allocated for the
<PAGE>   17
                   preceding Plan Year.  Employer Matching Contributions based
                   on the Pre-Tax Contributions and After-Tax Contributions
                   distributed as excess contributions and excess aggregate
                   contributions shall be forfeited as provided under Section
                   4.05(d).  Excess contributions and excess aggregate
                   contributions shall be allocated to Participants who are
                   subject to the family member aggregation rules of Code
                   Section 414(q)(6) in the manner prescribed by the
                   regulations.  If the excess contributions and excess
                   aggregate contributions are distributed more than 2-1/2
                   months after the last day of the Plan Year in which the
                   excess amounts arose, a ten percent excise tax will be
                   imposed on the Employer maintaining the Plan with respect to
                   those amounts.  Excess contributions and excess aggregate
                   contributions shall be treated as Annual Additions under the
                   plan.

                   (ii) "Excess contributions" shall mean, with respect to any
                   Plan Year, the excess of:

                              (A) The aggregate amount of Employer
                         contributions actually taken into account in computing
                         the Actual Deferral Percentage of Highly Compensated
                         Employees for the Plan Year, over

                              (B) The maximum amount of the contributions
                         permitted by the Actual Deferral Percentage test
                         (determined by reducing contributions made on behalf
                         of Highly Compensated Employees in order of the Actual
                         Deferral Percentages, beginning with the highest of
                         such percentages).

                   (iii) "Excess aggregate contributions" shall mean, with
                   respect to any Plan Year, the excess of:

                              (A) The aggregate amount of Employer
                         contributions taken into account in computing the
                         numerator of the Average Contribution Percentage
                         actually made on behalf of Highly Compensated
                         Employees for the Plan Year, over

                              (B) The maximum amount of Employer contributions
                         permitted by the Average Contribution Percentage test
                         (determined by reducing contributions made on behalf
                         of Highly Compensated Employees in order of their
                         Contribution Percentages beginning with the highest of
                         such percentages).

                   (iv) A Participant may treat his or her excess contributions
                   as an amount distributed to the Participant and then
                   contributed by the Participant to the Plan.  Recharacterized
                   amounts will remain nonforfeitable and subject to the same
                   distribution rules as Pre-Tax Contributions.  Amounts may
                   not be recharacterized by a Highly Compensated Employee to
                   the extent that the amount, in combination with an After-Tax
                   Contribution made by that Employee, would exceed 
<PAGE>   18

                   any stated limit under the Plan as After-Tax
                   Contributions. Recharacterization must occur no later than
                   2-1/2 months after the last day of the Plan Year in which
                   the excess contributions arose, and is deemed to occur no
                   earlier than the date the last Highly Compensated Employee
                   is informed in writing of the amount recharacterized and the
                   consequences thereof.  Recharacterized amounts will be
                   taxable to the Participant for the Participant's tax year in
                   which the Participant would have received them in cash.

                   (v) The Plan Administrator may, in its sole discretion,
                   elect to treat any portion of the Employer Matching
                   Contributions as Qualified Matching Contributions to be
                   taken into account for the Actual Deferral Percentage test
                   to the extent necessary to satisfy the requirements of this
                   Section 4.06.  To the extent Employer Matching Contributions
                   are treated as Qualified Matching Contributions and taken
                   into account for the Actual Deferral Percentage test, they
                   may not be taken into account for the Average Contribution
                   Percentage test.  To the extent Employer Matching
                   Contributions are treated as Qualified Matching
                   Contributions they shall be allocated to Participants'
                   Accounts within the Plan Year to which they relate and shall
                   be paid to the Trust no later than 12 months after the end
                   of the Plan Year to which they relate.

     SECTION 4.07.  MAXIMUM ANNUAL ADDITIONS.

     (a) The Annual Addition to the Accounts of any Participant for a
Limitation Year, when added to the Annual Additions to his accounts under all
other defined contribution plans (if any) maintained by the Employer, may not
exceed the Maximum Permissible Amount.  In addition, in the case of a
Participant who also participates in a defined benefit plan maintained by the
Employer, the Annual Addition for a Limitation Year will, if necessary, be
further limited so that the sum of the Defined Contribution Plan Fraction and
the Defined Benefit Plan Fraction for the Limitation Year does not exceed 1.0.

     (b) Definitions.  For purposes of this Article, the following definitions
and rules of interpretation shall apply:

                        (i) Annual Additions.  The sum of the following amounts
                   credited to a Participant's Account for the Limitation Year:

                   (A) Employer contributions;

                   (B) Employee contributions; and

                   (C) Forfeitures.

                        Annual additions shall also include (i) any amounts
                   allocated to an individual medical account, as defined in
                   Code Section 415(l)(2), which is part of a pension or
                   annuity plan maintained by an Employer, and (ii) amounts
                   derived from contributions for post-retirement medical
                   benefits allocated to the separate account of a 

<PAGE>   19
                   key employee (as defined in Code Section 419A(d)) under
                   a welfare benefit plan (as defined in Code Section 419(e))
                   maintained by an Employer.

                        (ii) Compensation.  A Participant's earned income,
                   wages, salaries and fees for professional services and other
                   amounts received for personal service actually rendered in
                   the course of employment with the Employer maintaining the
                   Plan (including, but not limited to, commissions paid
                   salesmen, compensation for services on the basis of a
                   percentage of profits, commissions on insurance premiums,
                   tips and bonuses), and excluding the following:

                              (A) Employer contributions to a plan of deferred
                         compensation that are not includable in the Employee's
                         gross income for the taxable year in which
                         contributed, Employer contributions under a simplified
                         employee pension to the extent the contributions are
                         deductible by the Employee, or any distributions from
                         a plan of deferred compensation;

                              (B) Amounts realized from the exercise of a
                         nonqualified stock option, or when restricted stock
                         (or property) held by the Employee either becomes
                         freely transferable or is no longer subject to a
                         substantial risk of forfeiture;
                              (C) Amounts realized from the sale, exchange or
                         other disposition of stock acquired under a qualified
                         stock option; and

                              (D) Other amounts that receive special tax
                         benefits, or contributions made by the Employer
                         (whether or not under a compensation reduction
                         agreement) towards the purchase of an annuity
                         described in Code Section 403(b) (whether or not the
                         amounts are actually excludable from the gross income
                         of the Employee).

                              For purposes of applying the limitations of this
                   Article, Compensation for a Limitation Year is the
                   Compensation actually paid or includable in gross income
                   during the year.

                        (iii) Defined Benefit Fraction.  A fraction, the
                   numerator of which is the projected annual benefit of the
                   Participant under all defined benefit plans (whether or not
                   terminated) maintained by the Employer, and the denominator
                   of which is the lesser of (i) the product of 1.25 multiplied
                   by the dollar limitation in effect under Code Section
                   415(b)(1)(A) for the Plan Year, or (ii) the product of 1.4
                   multiplied by the amount which may be taken into account
                   under Code Section 415(b)(1)(B) with respect to the
                   Participant under the Plan for the Plan Year.

<PAGE>   20

                        (iv) Defined Contribution Fraction.  A fraction, the
                   numerator of which is the sum of the Annual Additions to the
                   Participant's accounts under defined contribution plans
                   (whether or not terminated) maintained by the Employer for
                   the current and all prior Limitation Years, and the
                   denominator of which is the sum of the lesser of the
                   following amounts determined for the limitation Year and all
                   prior Limitation Years of service with the Employer:  (i)
                   the product of 1.25 multiplied by the dollar limitation in
                   effect under Code Section 415(c)(1)(A) for the Plan Year
                   (determined without regard to Code Section 415(c)(6)), or
                   (ii) the product under Code Section 415(c)(1)(B) (or Code
                   Section 415(c)(7), if applicable) with respect to the
                   Participant under the Plan for the Plan Year.

                        (v) Maximum Permissible Amount.  The lesser of thirty
                   thousand dollars ($30,000) (or, if larger, one-fourth of the
                   dollar limitation in effect under Code Section 415(b)(1)(A))
                   or 25 percent of the Participant's Compensation for the
                   Limitation Year.

                        (vi) Limitation Year.  The Plan Year.

     (c) If the rules set forth in Subsections (a) or (b) would otherwise be
violated after making all possible adjustments under the terms of any defined
benefit plans, then the Participant's benefits under this Plan shall be reduced
by returning the Participant's After-Tax Contributions, if any, together with
the earnings thereon, and by forfeiting a pro rata portion of Employer Matching
Contributions made with respect thereto.  If the return and forfeiture is not
sufficient to eliminate the violation, then the participant's benefits shall be
further reduced by returning the Participant's After-Tax Contributions, if any,
together with the earnings thereon, and by forfeiting a pro-rata portion of
Employer Matching Contributions made with respect thereto.

     SECTION 4.08.  ROLLOVER CONTRIBUTIONS.  An Employee may roll over a cash
distribution from a qualified plan or conduit individual retirement account to
this Plan, provided that (a) the distribution is (i) received from a qualified
plan as an Eligible Rollover Distribution (as defined in Section 7.07(b)) and
(ii) rolled over directly from the qualified plan or within the 60 days
following the date the Employee received the distribution, or (b) the
distribution is (i) received from a conduit individual retirement account that
has no assets other than assets attributable to an Eligible Rollover
Distribution or a "qualified total distribution," within the meaning of Code
Section 402 as in effect before January 1, 1993, and had been deposited in the
conduit individual retirement account within 60 days of the date the Employee
received the distribution, plus earnings, (ii) eligible for tax free rollover
to a qualified plan, and (iii) rolled over within 60 days following the date
the Employee received the distribution. Before accepting a rollover
contribution, the Trustee may require the Employee to furnish satisfactory
evidence that the proposed transfer is in fact a rollover contribution that the
Code permits an Employee to make to a qualified plan. The foregoing
contributions, which shall be Rollover Contributions, shall be accounted for
separately and shall be credited to an Employee's Rollover Account. An Employee
shall not be permitted to withdraw any portion of his Rollover Account until
such time as the Employee is otherwise eligible to make a withdrawal from or
receive a distribution of his  Account except as otherwise provided in Section
8.06. An Employee who has made a Rollover Contribution 


<PAGE>   21
shall be deemed to be a Participant with respect to his Rollover
Account even if he is not otherwise a Participant. Notwithstanding the
foregoing, no rollover contribution shall be accepted by the Trustee that would
obligate this Plan to offer or provide a qualified joint and survivor annuity
or qualified preretirement survivor annuity form of benefit to any Participant.

<PAGE>   22

                                   ARTICLE V
                       TRUST AGREEMENT; INVESTMENT FUNDS
                      AND PARTICIPANT INVESTMENT ELECTIONS

     SECTION 5.01.  TRUST AGREEMENT. The Company shall enter into a trust
agreement with a corporate trustee selected by the Board to act as Trustee.
The Trustee shall receive all  Elective Contributions and all Employer Matching
Contributions and shall hold, manage, administer and invest the contributions,
reinvest any income, and make distributions in accordance with the provisions
of the Plan and the trust agreement.  The trust agreement shall be in such form
and contain such provisions as the Board may deem necessary and appropriate to
effectuate the purposes of the Plan and to qualify the Plan and the Trust under
the Code.

     SECTION 5.02.  INVESTMENT FUNDS.  The Committee shall establish two or
more Investment Funds and shall advise the Trustee in writing of the types of
investments to be made for each Investment Fund.  The Committee may direct that
any such Investment Fund will be invested in one or more insurance contracts or
mutual funds selected by the Committee or may appoint one or more investment
managers to direct the investment of any Investment Fund.  The Committee may at
any time add, delete or change the investment medium or investment manager of
any Investment Fund; provided, that if the change substantially changes the
characteristics of any Investment Fund, Participants utilizing the Fund shall
be notified and given an opportunity to reallocate their Account balances.

     SECTION 5.03.  ALLOCATION AND REALLOCATION OF CONTRIBUTIONS AMONG
INVESTMENT FUNDS.

     (a) Allocation.  On Timely Notice a Participant shall elect to allocate
all of his  Elective Contributions and Employer Matching Contributions among
the Investment Funds established under Section 5.02 in whole multiples of one
percent of such Contributions.  An election under this subsection may be
changed up to four times in any Plan Year, as of any Valuation Date, but shall
remain in effect for successive periods of time unless changed on Timely
Notice.  If a Participant fails to direct the investment of contributions
subject to his direction or fails to replace any directions that may have been
suspended or revoked, then the contributions shall be invested in an Investment
Fund designated by the Committee that invests primarily in securities or other
property providing a fixed or guaranteed rate of return.

     (b) Investment Fund Transfers.  A Participant may on Timely Notice elect
to transfer his interests in any one or more Investment Funds to other
Investment Funds.  Except to the extent that the conditions governing any
Investment Fund (such as a fund investing in guaranteed investment contracts
issued by an insurance company) may limit or prohibit the transfers, the
transfers may be made up to four times in any Plan Year, as of any Valuation
Date.  The election shall be in such form as the Committee shall determine.
Any participant who terminates employment with the Company and/or any of its
Affiliates that have adopted the Plan and who has elected to defer distribution
of his Account under the Plan under Section 7.04, shall have his entire Account
invested in a money market fund designated by the Company for that purpose.

     SECTION 5.04.  FEES AND EXPENSES.  Brokerage fees and other direct costs
of investment shall be paid by the Trustee out of that fund of the Trust to
which the cost is 

<PAGE>   23

attributable.  All other costs and expenses of the Plan including without 
limitation the Trustee's fees and transfer taxes shall be paid by the Company.

     SECTION 5.05.  EXCLUSIVE BENEFIT AND FUNDING POLICY.

     (a) All contributions under the Plan shall be paid to the Trust and all
property and funds of the Trust allocable to the Plan, including income from
investments and from all other sources, shall be managed solely in the interest
of Participants and their Beneficiaries and for the exclusive purpose of:

                   (i) providing benefits to Participants and their
                   Beneficiaries; and

                   (ii) defraying the reasonable expenses of administering the
                   Plan.

     (b) To the extent not specifically set forth in the Plan or Trust, the
Trustee shall, after consultation with the Committee, establish the funding
policy for the Plan.

<PAGE>   24
                                   ARTICLE VI
                              PARTICIPANT ACCOUNTS

     SECTION 6.01.  ESTABLISHMENT OF ACCOUNTS.  A separate Account shall be
established and maintained in the name of each Participant.  To the extent
necessary or appropriate to provide for the proper administration of the Plan,
the Account shall include separate balances for interests derived from Pre-tax
and After-tax Contributions and Employer Matching Contributions and such other
separate balances as the Committee shall determine.  As soon as practicable
following the end of each Plan Year quarter, each Participant shall be provided
with a statement of his Account.

     SECTION 6.02.  CREDITING OF ACCOUNTS.  The appropriate Account balances
shall be credited with the amounts of the Participant's Contributions as such
Contributions are received by the Trustee.  The reallocation of a Participant's
Account among Investment Funds shall be appropriately credited as of the date
immediately following the effective date of the reallocation.

     SECTION 6.03.  VALUATION OF ACCOUNTS. Each Participant's Account shall be
valued and adjusted on each Valuation Date to preserve each Participant's
proportionate interest in the Investment Funds.  As of each Valuation Date and
at the time of any reallocation among Investment Funds, under Section 5.03, the
Account balances of each Participant shall be adjusted to reflect the effect of
income, collected and accrued, realized and unrealized gains and losses,
expenses and all other transactions since the valuation preceding adjustment,
in such manner as the Committee shall determine.

<PAGE>   25
                                 ARTICLE VII
                       VESTING; DISTRIBUTION OF ACCOUNTS

     SECTION 7.01.  VESTING.  A Participant's right to the balances credited to
his Account shall at all times be fully vested and nonforfeitable.

     SECTION 7.02.  DISTRIBUTION UPON TERMINATION OF EMPLOYMENT. When a
Participant's employment with the Company and any Affiliates is terminated for
any reason (except an intercompany transfer between the Company or any
Affiliate and another Affiliate), including death, disability or retirement,
the entire balance in the Participant's Account shall be paid at the time and
in the manner specified in Section 7.04.  If the termination occurs by reason
of the death of the Participant, or if the Participant dies before the
distribution is completed, distribution shall be made to the Participant's
Beneficiary.

     SECTION 7.03.  DESIGNATION OF BENEFICIARY.  A Participant may designate
any person, trust and/or other entity as Beneficiary.  Any such designation
shall be in writing and filed with the Committee on the form and in the manner
prescribed by the Committee, and may be revoked or changed at any time by the
Participant.  Notwithstanding the foregoing, if the Participant has a spouse at
the time of his death, the spouse shall be the Participant's Beneficiary unless
(i) the spouse has consented in writing to the Participant's designation of a
different Beneficiary, (ii) the consent acknowledges the effect of the election
and is witnessed by a plan representative appointed by the Committee or by a
notary public, and (iii) the Participant is survived by the designated
Beneficiary designated.  Any such consent shall be irrevocable, but shall be
effective only with respect to the specific Beneficiary designation, unless the
consent expressly permits designations by the Participant without any
requirement of further consent.  If the Participant is not married at the time
of death and either no valid designation of Beneficiary is on file with the
Committee at the date of death or no designated Beneficiary survives the
Participant, the Participant's estate shall be the Beneficiary.

     SECTION 7.04.   MANNER AND TIMING OF DISTRIBUTIONS.

     (a) All amounts becoming payable under Section 7.02 or Section 7.06 shall
be paid in the form of a lump sum cash distribution.

     (b) Distributions under this Section 7.04 and under Section 7.06 shall be
made as soon as practicable after the Valuation Date that next follows the
Participant's termination of employment or date of Total and Permanent
Disability, whichever applies.

     (c) Notwithstanding the foregoing, if the value of the Participant's
interests exceeds $3,500, no distribution shall be made before the
Participant's Normal Retirement Age, unless the prior written consent of the
Participant and his spouse, if any (or if either the Participant or the spouse
has died, the survivor) to the distribution has been obtained by the Plan
Administrator within the 90-day period ending on the date payments are to be
made or begin. The Plan Administrator shall notify the Participant of the right
to defer any distribution until the Participant's Normal Retirement Age. The
notification shall include a general description of the material features of,
and an explanation of the relative values of, the optional forms of benefit
under the Plan in a manner that would satisfy the notice requirements of Code
Section 417(a)(3).  If the distribution is subject to the requirements of Code
Section 401(a)(11) and 417, the notice shall be provided no less than 30 days
and no 

<PAGE>   26

more than 90 days before the date that benefit payments are to be made
or begin.  If the distribution is one to which Code Section 401(a)(11) and 417
do not apply, the distribution may begin less than 30 days after the notice is
given; provided, that (i) the Committee clearly informs the Participant that he
has a right to a period of at least 30 days after receiving the notice to
consider the decision of whether to elect a distribution and a particular
distribution option, and (ii) the Participant, after receiving the notice,
affirmatively elects a distribution.  If the Participant or Beneficiary do not
consent, distribution shall be made as soon as practicable after the
Participant attains Normal Retirement Age; provided, that distribution shall in
all events be completed not later than five years after the date of the
Participant's death.  The Participant may elect to defer distribution past
Normal Retirement Age, but may not defer distribution past the time required by
Section 7.04(d).  If the distribution is deferred beyond a Participant's
termination of employment, the Participant's entire Account shall be invested
in the Investment Fund designated by the Company for that purpose under Section
5.03(b).

     (d) Notwithstanding any election to the contrary, payment of benefits to a
Participant shall begin no later than the April 1 next following the close of
the calendar year in which he attains age 70-1/2, whether or not the
Participant has retired.

     (e) All distributions required under this Section 7.04 shall be determined
and made in accordance with the provisions of Code Section 401(a)(9) and the
regulations issued thereunder, including the minimum distribution incidental
benefit requirement of Section 1.401(a)(9)-2 of the Treasury Regulations.

     (f) Pre-Tax Contributions and income allocable thereto shall not be
distributed to Participants or Beneficiaries earlier than upon separation from
service, death or disability, or upon the occurrence of one of the following
events:

                   (i) The termination of the Plan without the establishment of
                   a successor defined contribution plan, as defined in Section
                   1.401(k)-l(d)(3) of the Treasury Regulations.

                   (ii) The disposition by the Company of substantially all of
                   the assets (within the meaning of Section
                   401(k)-l(d)(4)(iv)(A) of the Treasury Regulations) used in
                   the trade or business of the Company if the Company
                   continues to maintain this Plan after the disposition, but
                   only with respect to Employees who continue employment with
                   the corporation acquiring the assets.

                   (iii) The disposition by the Company of its interest in a
                   subsidiary (within the meaning of Section 409(d)(3) of the
                   Code) to an unrelated entity if the Company continues to
                   maintain this Plan, but only with respect to Employees who
                   continue employment with the subsidiary.

                   (iv) The attainment of age 59-1/2 or, in the case of Pre-Tax
                   Contributions only, the hardship of the Participant, as
                   described in Section 8.03.

     SECTION 7.05.   SPECIAL RULES FOR INTERESTS DERIVED FROM PRIOR PLANS.
Notwithstanding the foregoing, any Participant whose Account includes amounts
derived 

<PAGE>   27

from benefits that were ultimately transferred from any predecessor
plan to this Plan may elect to receive a distribution of the benefits derived
from such prior plan (or if separate records showing the amount are not
maintained, then the election may apply to the Participant's entire Account) in
any form of distribution that was available under the prior plan.  Further, if
the provisions of this Plan would otherwise result in a reduction of any
Participant's accrued benefits, then the provisions shall not be applied, and
the Participant's benefits accrued under the prior plan shall be preserved.

     SECTION 7.06.  DISABILITY RETIREMENT BENEFIT.  If a Participant becomes
Totally and Permanently Disabled while employed with the Company or any
Affiliate, the Participant may elect to have the entire balance in the
Participant's Account paid at the time and in the manner specified in Section
7.04.

     The term "Total and Permanent Disability" means a physical or mental
condition resulting from a bodily injury or disease that entitles the
Participant to receive disability insurance benefits under Title II of the
Federal Social Security Act; provided, that in no event will a Participant be
deemed to be Totally and Permanently Disabled after his attainment of his
Normal Retirement Age.  If a Participant who is Totally and Permanently
Disabled ceases to be Totally and Permanently Disabled before his Normal
Retirement Age, his employment will be deemed to be terminated as of the date
he ceases to be Totally and Permanently Disabled, unless he returns to
employment with the Company or an Affiliate within such period as the Committee
may prescribe.

     SECTION 7.07.  DIRECT ROLLOVERS.

     (a) Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this Section 7.07, a Distributee
may elect, at the time and in the manner prescribed by the Plan Administrator,
to have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

     (b) An Eligible Rollover Distribution is any distribution of all or any
portion of the balance to the credit of the Distributee, except that an
Eligible Rollover Distribution does not include: (i) any 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, (ii) any distribution to the extent the distribution is required under
Code Section 401(a)(9) and (iii) the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).

     (c) An Eligible Retirement Plan is (i) an individual retirement account
described in Code Section 408(a), (ii) an individual retirement annuity
described in Code Section 408(b), (iii) an annuity plan described in Code
Section 403(a) or (iv) a qualified trust described in Section 401(a) of the
Code, which accepts the Distributee's Eligible Rollover Distribution. However,
if an Eligible Rollover Distribution is to the surviving spouse, an Eligible
Retirement Plan is an individual retirement account or individual retirement
annuity.

<PAGE>   28

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

     (e) A Direct Rollover is a payment by the Plan to the Eligible Retirement
Plan specified by the Distributee.

<PAGE>   29

                                  ARTICLE VIII
                             WITHDRAWALS AND LOANS

     SECTION 8.01.  WITHDRAWAL OF AFTER-TAX CONTRIBUTIONS. A Participant may
elect to withdraw, as of any Valuation Date, all or part of any balances
credited to the Participant's Account attributable to After-Tax Contributions.
The minimum withdrawal under this Section shall be $500.

     SECTION 8.02.  WITHDRAWALS AFTER AGE 59-1/2.  A Participant who has
attained age 59-1/2 may elect to withdraw, as of any Valuation Date, all or
part of the balances credited to the Participant's Account.  The minimum
withdrawal under this Section shall be $500.

     SECTION 8.03.  HARDSHIP WITHDRAWALS.

     (a) Before the termination of the Participant's employment, upon a
demonstration by the Participant of an immediate and heavy financial need that
cannot be met from other resources that are reasonably available to the
Participant, a Participant shall be permitted, on Timely Notice, to make a
withdrawal of an amount not exceeding the lesser of (i) the amount needed to
satisfy the need, or (ii) 100 percent of all balances in the Participant's
Account that are derived from the Participant's Pre-Tax Contributions.
Notwithstanding the foregoing, (i) amounts derived from Employer Matching
Contributions may not be withdrawn under this Section, and (ii) distributions
may not include any earnings credited on or after January 1, 1989 to the
balance in the Participant's Account derived from Pre-Tax Contributions under
this Plan or any prior plan.

     (b) For purposes of this Section, "an immediate and heavy financial need"
shall be deemed to exist if the distribution is on account of:

                        (i) Unreimbursed medical expenses described in Code
                   Section 213(d) incurred by the Participant, the
                   Participant's spouse or any dependent of the Participant (as
                   defined in Code Section 152) or an amount necessary for
                   these persons to obtain medical care described in Code
                   Section 213(d);

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

                        (iii) Payment of tuition and related fees for the next
                   12 months of post-secondary education for the Participant,
                   his or her spouse, children or dependents;

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

                        (v) Other events provided for in rulings, notices or
                   other documents published by the Commissioner of Internal
                   Revenue.  The amount of an immediate and heavy financial
                   need may include amounts 

<PAGE>   30

                   necessary to pay any federal, state, or local income taxes 
                   or penalties reasonably anticipated to result from the 
                   distribution.

     (c) To demonstrate that a need cannot be met from other resources, the
Participant may be required to provide such documents or information as the
Committee may require and to certify that the need cannot be relieved (i)
through reimbursement from insurance, (ii) by reasonable liquidation of assets,
(iii) by cessation of Elective Contributions under the Plan or (iv) by other
withdrawals or loans from this or any other plan or a loan from a commercial
lender, on reasonable terms.

     (d) Withdrawals under this Section 8.03 shall be permitted only if the
Participant has first withdrawn all amounts available to him under this or any
other Employer plan and borrowed all amounts available to him under any other
Employer plan.  All of the Participant's contributions to this Plan and
contributions to all other plans maintained by the Employer (except
contributions to welfare benefit plans and mandatory employee contributions to
defined benefit plans) shall be suspended for a period of 12 months following
the withdrawal, and the amount which the Participant may contribute as Pre-Tax
Contributions for the Plan Year following the withdrawal shall not exceed the
amount described in Section 4.02(g), reduced by the amount of the Participant's
actual Pre-Tax Contributions for the Plan Year in which the withdrawal
occurred.

     (e) Distributions under this Section shall be made as soon as
administratively feasible after the withdrawal is approved.

     SECTION 8.04 SOURCE OF FUNDS FOR WITHDRAWALS.  A Participant may specify
which of his Accounts should be charged for any withdrawal under this Article.
Distribution will be made out of the Participant's interests in each of the
Investment Funds in accordance with the proportion of the Participant's Account
then invested in such Fund.

     SECTION 8.05  PAYMENT OF EXISTING LOANS FROM PRIOR PLANS TO PARTICIPANTS.

     (a) This Plan does not permit any Participant to elect to borrow from the
balances in his Account.  However, in the case of any Participant whose Account
includes amounts derived from benefits which were ultimately transferred from
any predecessor plan to this Plan and who has an existing loan outstanding from
such amounts, the Participant shall be required to make payments on the loan in
accordance with this Section 8.05.

     (b) The Committee may adopt such rules regarding the investment of
principal and interest paid by Participants on outstanding loans as may be
appropriate for the orderly administration of the Plan.

     (c) Each loan shall require payments of principal and interest at least as
often as required under the predecessor plan and shall be subject to such other
terms and conditions as the Committee may determine.  The terms and conditions
of each loan shall be as incorporated in the promissory note executed by the
borrower, and shall be secured by the borrower's Account.

     (d) Outstanding loans under this Section shall not share in the
allocations of Investment Fund earnings under Section 6.02, but shall be
investments solely for the 

<PAGE>   31

borrower's Account and shall be treated as a segregated account of the
Trust for the sole benefit of the borrower.  All loans shall be secured by the
borrower's segregated loan account which shall consist of the borrower's
indebtedness, including accrued interest.  In the event that any payment is
more than ninety (90) days overdue, the loan shall be in default.  The
Committee shall notify the borrower in writing of the default. If the borrower
fails to cure the default by making all necessary payments within fifteen days
of the written notice, the Committee may direct the Trustee to debit the total
amount from the vested portion of the borrower's Account, at such time as will
not risk disqualification of the Plan.

     (e) Notwithstanding Sections 8.01 through 8.03 hereof, a Participant shall
not be entitled to make any withdrawal under the Plan to the extent the
withdrawal requires the distribution of Account balances then outstanding in
the form of loans.  However, on the termination of the Participant's
employment, the note evidencing an outstanding loan may be distributed to the
Participant or Beneficiary in full satisfaction of any remaining indebtedness.

     (f) The Committee shall be responsible for the administration of this loan
payment program, and may impose such other rules, requirements or restrictions
relating to loans under this Section as it shall determine to be necessary or
appropriate, including, without limitation, requirements as to the execution of
loan documents and/or payroll deduction authorization.  Expenses incurred in
connection with the servicing of a Plan loan shall be charged to the Account of
the borrower.

     8.06  WITHDRAWALS OF PRIOR PLAN AMOUNTS.  Notwithstanding any provision of
this Article VIII to the contrary, if any tax-qualified retirement plan
maintained by an Affiliate is merged into this Plan, a Participant who
previously participated in the Affiliate's plan shall be entitled to make
withdrawals from that portion of his Account attributable to participation in
the Affiliate's plan to the extent that such withdrawals were permitted under
the terms of the Affiliate's plan immediately before the merger. The withdrawal
provisions of the Affiliate's plan, as in effect immediately before the merger
of the Affiliate's plan into this Plan, are hereby incorporated by reference.

<PAGE>   32

                                   ARTICLE IX
                                 THE COMMITTEE

     SECTION 9.01.  BENEFIT PLANS COMMITTEE. The Benefit Plans Committee
("Committee") shall be established by the Company and shall be the plan
administrator of the Plan for purposes of ERISA.  The Committee shall have the
responsibility for carrying out the provisions of the Plan, except to the
extent such responsibilities are specifically allocated to others under the
Plan.  The Committee shall consist of not less than three employees appointed
by the Board and serving at the pleasure of the Board.  Members of the
Committee may resign or be removed by the Board, and new members may be
appointed by the Board.

     SECTION 9.02.   RESPONSIBILITY AND AUTHORITY OF THE COMMITTEE.

     (a) The Committee shall be the administrator of the Plan for all purposes
of ERISA and, subject to the direction of the Board and the provisions of the
Plan and Trust, shall have all authority necessary and appropriate to carry out
its duties as such.  The duties and authority of the Committee shall include,
but shall not be limited to, the following:

         (i)    To interpret and apply the provisions of the Plan;


         (ii)   To prescribe and require the use of appropriate forms;

         (iii)  To formulate, issue and apply rules and regulations;

         (iv)   To make appropriate determinations or calculations;


         (v)    To authorize and direct benefit payments;

         (vi)   To prepare and file reports, notices and any other documents
                relating to the Plan which may be required by law;

         (vii)  To adopt rules relating to the giving of Timely Notice; and

         (viii) To establish the Investment Funds and either select the
                appropriate investment vehicle(s) for the Investment Fund or 
                select an investment manager to manage the Investment Fund.

In addition to the other duties of the Committee, it shall periodically review
the performance of the Trustee and any insurance company or investment manager
in the investment and reinvestment of the assets in the Investment Funds.

     (b) The Committee shall have discretionary authority to determine
eligibility for benefits and to construe the terms of the Plan.  Any such
determination or construction shall be final and binding on all parties.

     SECTION 9.03. ORGANIZATION AND PROCEDURE. The Committee shall select from
its respective members a chairman, a secretary, and such other officers as may
be deemed appropriate.  Committee action on any matter shall be taken on the
vote of at least a majority of all members of the Committee at any meeting or
upon unanimous written consent of all members without a meeting.  Minutes of
Committee meetings shall be kept and all major 

<PAGE>   33
actions of the Committee shall be recorded in the minutes or other
appropriate written form.  The Committee shall adopt in writing such bylaws,
procedures and operating rules as it may deem appropriate.

     SECTION 9.04.  DELEGATION OF AUTHORITY AND RESPONSIBILITY.

     (a) The Committee may delegate to any one or more of its members the
authority to execute documents on behalf of the Committee and to represent the
Committee in any matters or dealings involving the Committee.  Any such
delegation of authority shall be set forth in writing.

     (b) The Committee may delegate certain of its powers to persons who are
not members under such terms and conditions as may be specified by the
Committee.  Any such delegation of powers shall be set forth in writing.

     (c) Employees of the Company or any Affiliate who are not members of the
Committee may perform such duties and functions relating to the Plan as the
Committee shall direct and supervise.  It is expressly provided, however, that
the Committee shall retain full and exclusive authority and responsibility for
and respecting any such activities by other employees, and nothing contained in
this subsection 9.04(c) shall be construed to confer upon any such employee any
discretionary authority or control respecting the administration or operation
of the Plan.

     SECTION 9.05.  USE OF PROFESSIONAL SERVICES.  The Committee may obtain the
services of such attorneys, actuaries, accountants or other persons it may deem
appropriate, any of whom may be the same persons who are providing services to
an Employer.  In any case in which the Committee utilizes the services, it
shall retain exclusive discretionary authority and control respecting the
administration and operation of the Plan.

     SECTION 9.06.  FEES AND EXPENSES.  Committee members who are employees of
an Employer shall serve without compensation but shall be reimbursed for all
reasonable expenses incurred in their capacity as Committee members.  No
members of the  Committee or persons performing services under Section 9.05 who
are employed by an Employer shall receive compensation for their services with
respect to the Plan, but shall be reimbursed for their expenses.  All
compensation for services and expenses shall be paid in whole or in part by the
Employers.  To the extent that they are not paid by the Employers, such
compensation shall be paid by the Trustee out of the principal or income of the
Trust.

<PAGE>   34

     SECTION 9.07.  CLAIMS PROCEDURE.

     (a) Any Employee or Beneficiary under this Plan who believes he is
entitled to benefits under the Plan in an amount greater than he is receiving
may file a claim with the Committee under this Section.  Any such claim shall
be filed in writing stating the nature of the claim, the facts supporting the
claim, the amount claimed and the name and address of the claimant.  The
Committee or its designee shall consider the claim and answer it in writing
stating whether the claim is granted or denied.  If the claim is denied in
whole or in part, the secretary of the Committee or his designee shall furnish
the claimant a written notice of the denial containing (i) the specific
reason(s) for the denial, (ii) a specific reference to the Plan provisions on
which the denial is based, (iii) a description of any additional material or
information which it is necessary for the claimant to submit and an explanation
of why the material or information is necessary, and (iv) an explanation of the
Plan's review procedure.

     (b) If a claimant wishes to appeal the denial of his claim, he must mail a
written notice of appeal to the Committee, certified, return receipt requested,
within 60 days of his receipt of the written denial.  In order that the full
Committee may expeditiously decide the appeal, the written notice of appeal
should contain (i) a statement of the grounds for the appeal, (ii) a specific
reference to the Plan provisions on which the appeal is based, (iii) a
statement of the arguments and authority (if any), supporting the grounds for
appeal, and (iv) any other pertinent documents or comments that the appellant
desires to submit in support of his appeal.  The Committee will meet and decide
the appellant's appeal within 60 days of its receipt of the appeal.  The
Committee's written decision shall contain the reasons for the decision and the
Plan provisions on which the decision is based.  A copy of the Committee's
decision shall be mailed promptly to the appellant.


<PAGE>   35
                                   ARTICLE X
                           AMENDMENTS AND TERMINATION

     SECTION 10.01.  AMENDMENTS AND TERMINATION. While it is intended  that the
Plan shall continue in effect indefinitely, the Company, by action of its
President or any Vice President, may from time to time modify, alter or amend
the Plan or Trust; provided, that any amendments that increase benefits
provided under the Plan must be approved by the Compensation Committee of the
Board. The Board may at any time suspend or discontinue Employer contributions
under the Plan, or may terminate in whole or in part the Plan and Trust.  Any
such suspension, discontinuance or termination shall be made effective by the
Board, or any duly authorized Board committee, by formal resolution in a
regularly or specially constituted meeting of the Board or such committee, or
by resolution without a meeting.  Notwithstanding the foregoing, the following
shall apply:

      (i)   No such action shall make it possible for any part of the
            Trust assets (except such part as is used for the payment of
            expenses) to be used for or diverted to any purpose other than for
            the exclusive benefit of Participants or their Beneficiaries and the
            defraying of the reasonable expenses of administering and winding up
            the Plan;

      (ii)  No such action will adversely affect the rights or interests
            of Participants that have vested under the Plan, decrease a
            Participant's accrued benefits or vesting percentage in accrued
            benefits or eliminate an optional form of distribution for a
            previously accrued benefit;

      (iii) In the event of termination of the Plan or complete discontinuance
            of employer contributions under the Plan, all rights and interests 
            of Participants that have not vested shall become vested as of the 
            date of the termination or complete discontinuance.  In the event 
            of a partial termination of the Plan, the rights and interests of 
            the Participants affected thereby shall become vested as of the 
            date of the partial termination.  However, nothing in the Plan 
            shall be construed to prevent any modification, alteration or 
            amendment of the Plan or of the Trust that is required to comply 
            with the provision of any law or regulation relating to the 
            establishment or maintenance of this Plan and Trust, including, 
            but not limited to, the establishment and maintenance of the Plan 
            or Trust as a qualified employee plan or trust under the Code, even
            though such modification, alteration or amendment, if made
            retroactively, adversely affects the rights or interests of a 
            Participant under the Plan.

<PAGE>   36
                                 ARTICLE XI
                                 MISCELLANEOUS

     SECTION 11.01.  NON-GUARANTEE OF EMPLOYMENT.  Nothing contained in this
Plan shall be construed as a contract of employment between an Employer and a
Participant, or as creating a right of any Participant to be continued in the
employment of any Employer, or as a limitation of the right of an Employer to
discharge any Participant with or without cause.

     SECTION 11.02.  RIGHTS TO TRUST ASSETS.

     (a) No Participant or any other person shall have any right to, or
interest in, any part of the Trust assets upon termination of employment or
otherwise, except as provided from time to time under this Plan, and then only
to the extent of the amounts due and payable to such person out of the assets
of the Trust.  All payments as provided for in this Plan shall be made solely
out of the assets of the Trust and neither the Employers, the Trustee, nor any
member of the Committee shall be liable therefor in any manner.

     (b) The effectiveness of this Plan is expressly subject to the condition
that the Company shall initially receive a favorable determination letter from
the Internal Revenue Service that the Plan meets the requirements for
qualification under Section 401(a) of the Code and all Employer contributions
under the Plan are conditioned on the continued qualification of the Plan under
that Code Section and the deductibility of the contributions under Code Section
404.  If the Internal Revenue Service initially fails to issue a favorable
determination letter, the Company may, at its option, terminate the Plan, in
which case all amounts in the Trust attributable to Employer contributions
shall be refunded to the Employers and all amounts attributable to Participant
contributions shall be distributed to Participants.  If the Committee
determines that a contribution has been made as the result of a good faith
mistake of fact, then the Committee may direct that any nondeductible Employer
contribution, or any other contribution made as the result of a mistake of
fact, shall be refunded to the Employer or Participant in accordance with
applicable provisions of ERISA.

     (c) Except as provided in subsection (b) of this Section, the Employers
shall have no beneficial interest of any nature whatsoever in any Employer
Matching Contributions after the contributions have been received by the
Trustee, or in the assets, income or profits of any part of the Trust.

     SECTION 11.03.  NON-RECOMMENDATION OF INVESTMENT.  The decision as to the
choice of Investment Funds under the Plan must be made solely by each
Participant, and no officer or employee of any Employer or the Trustee is
authorized to make any recommendation to any Participant concerning the
allocation or reallocation of contributions among the Investment Funds.

     SECTION 11.04.  INDEMNIFICATION OF COMMITTEE.  The Company shall indemnify
each member of the Committee and the Board and any employee who is a fiduciary
with respect to the Plan and hold each of them harmless from the consequences
of acts or conduct in an official capacity with respect to the Plan, if he
acted in good faith, and with respect to any criminal action or proceeding, if
such person had no reasonable cause to believe his conduct was unlawful.  Such
indemnification shall cover any and all attorneys' fees and expenses,
judgments, fines and amounts paid in settlement, but only to the extent that
the amounts are 

<PAGE>   37

not paid to such person(s) under the Company's fiduciary
insurance policy and to the extent that the amounts are actually and reasonably
incurred by such person(s).

     SECTION 11.05.  NON-ALIENATION.  Except as otherwise provided in the Plan,
no right or interest of any Participant or Beneficiary in the Plan and the
Trust shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, attachment, garnishment,
execution, levy, bankruptcy or any other disposition of any kind, either
voluntary or involuntary, before actual receipt of payment by the person
entitled to such right or interest under the provisions of the Plan, and any
such disposition or attempted disposition shall be void.  Notwithstanding the
foregoing, a qualified domestic relations order relating to child support,
alimony payments or marital property rights shall be recognized and given
effect if the order contains sufficient information to permit the Committee to
determine that it meets the requirements of Code Section 414(p).  Except as
otherwise provided by a domestic relations order, the distribution of benefits
to an alternate payee shall be paid or shall begin as soon as is
administratively feasible upon a determination that the domestic relations
order meets the requirements of Code Section 414(q).

     SECTION 11.06.  FACILITY OF PAYMENT.  If the Committee determines that a
Participant or Beneficiary entitled to a distribution under the Plan is
incapable of caring for his own affairs, because of illness or otherwise, it
may direct that any distribution from the Participant's Account may be made, in
such shares as it shall determine, to the spouse, child, parent or other blood
relative of the Participant or his Beneficiary, or any of them, or to such
other persons or persons as the Committee may determine.  The Committee shall
be under no obligation to see to the proper application of the distributions so
made to such person or persons and any such distribution shall be a complete
discharge of any liability under the Plan to the Participant or Beneficiary, to
the extent of the distribution.

     SECTION 11.07.  BOARD ACTION.  Any action that is required or permitted to
be taken by the Board under the Plan may be taken by the Executive Committee of
the Board or any other authorized committee of the Board.

     SECTION 11.08.  MERGERS, CONSOLIDATIONS AND TRANSFER OF PLAN ASSETS. The
Company's President or Vice President of Administration may approve and
implement, in their discretion, any mergers or consolidations of or transfers
of assets and liabilities between the Plan and tax-qualified retirement plans
maintained by the Company and its Affiliates.

     (a)  In the case of any merger or consolidation with, or transfer of
assets or liabilities to or from any other plan, each Participant in the Plan
must be entitled (if the Plan then terminated) to receive a benefit immediately
after the merger, consolidation or transfer that is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation or transfer (if the Plan had then terminated).

     (b)  The Company may enter into merger agreements or direct transfer of
assets agreements (or may direct the Trustee to do so) with the trustees of
other retirement plans qualified under Code Section 401(a) and may direct the
Trustee to transfer plan assets under such agreement.  The Company may direct
the Trustee to accept the direct transfer of plan assets.  Unless a transfer of
assets to this Plan is an elective transfer as defined in Treas. Reg. Section
1.411(d)-4, Q&A-3(b), the Plan will preserve all Code Section 411(d)(6)
protected benefits with respect to those transferred assets.

<PAGE>   38

     (c)  If the Plan receives a direct transfer (by merger or otherwise) of
elective contributions (or amounts treated as elective contributions) under a
Plan with a Code Section 401(k) arrangement, the distribution restrictions of
Code Section 401(k) will continue to apply to those transferred elective
contributions, unless the transfer was an elective transfer as defined in
Treas. Reg. Section 1.411(d)-4, Q&A-3(b).

     (d) Subject to the authority of the Company provided in paragraph (b)
above, an Employee who transfers from a position with an Employer or an
Affiliate that does not permit participation in the Plan to a position that
permits participation in the Plan may elect to transfer his account under any
other defined contribution plan maintained by such Employer or Affiliate (other
than an account in an employer stock ownership plan or a plan that provides for
an annuity form of distribution) to this Plan in a trustee to trustee transfer.

     SECTION 11.09.  FIDUCIARIES.  Any person may serve in more than one
fiduciary capacity with respect to the Plan.  Any fiduciary under the Plan, as
an individual, may employ such legal, actuarial, accounting or other assistant
he may deem necessary to fulfill his obligations under the Plan, which
assistants may be those consulted by an Employer, the Trustee, the Plan or
other fiduciaries.

     SECTION 11.10.  UNCLAIMED BENEFITS.  If the Committee is unable to locate
any person who is entitled to benefits under the Plan despite reasonable and
diligent efforts to do so, then the person's benefits shall be automatically
forfeited as of the last day of the Plan Year next following the year in which
the benefits became payable; provided, that if the person subsequently makes a
claim for the forfeited benefits before the termination of the Plan, the
benefits shall be reinstated by means of a special Employer contribution equal
to the amount of the forfeiture or by direct payment by the Company to the
person, as determined by the Committee.

<PAGE>   39

                                  ARTICLE XII
                           TOP-HEAVY PLAN PROVISIONS

     SECTION 12.01.  EFFECT OF TOP-HEAVY STATUS. The Plan shall be a "Top-Heavy
Plan" for any Plan Year if either of the following conditions applies:

      (i)  The Top-Heavy Ratio for the Plan exceeds 60 percent and the
           Plan is not part of any Required Aggregation Group or Permissive
           Aggregation Group having a Top-Heavy Ratio of 60 percent or less.

      (ii) The Plan is part of a Required Aggregation Group Having a
           Top-Heavy Ratio which exceeds 60 percent and is not part of a
           Permissive Aggregation Group having a Top-Heavy Ratio of 60 percent
           or less.

If the Plan is a Top-Heavy Plan in any Plan Year, the provisions of Article
12.03 through 12.05 shall supersede any conflicting provisions of the Plan.

     SECTION 12.02.  ADDITIONAL DEFINITIONS. Solely for purposes of this
Article, the following terms shall have the meanings set forth below.

     (a) "Key Employee" means any employee or former employee (and the
beneficiary of the employee) whose status as an officer or owner of the
Employer makes him a "key employee" as determined in accordance with Code
Section 416(i)(l) and the regulations thereunder.

     (b) "Determination Date" means the last day of the preceding Plan Year.

     (c) "Top-Heavy Ratio" means a fraction, the numerator of which is the sum
of account balances under any defined contribution plans maintained by the
Employer for all Key Employees and the present value of accrued benefits under
any defined benefit plans maintained by the Employer for all Key Employees, and
the denominator of which is the sum of the account balances under the defined
contribution plans for all employees and the present value of accrued benefits
under the defined benefit plans for all employees disregarding in either case
accrued benefits attributable to employees who have not been employed within
the five year period preceding the Determination Date.  Both the numerator and
denominator of the Top-Heavy Ratio shall be adjusted for any distribution of an
account balance on an accrued benefit made in the five year period ending on
the Determination Date and any contribution due but unpaid as of the
Determination Date.  For purposes of calculating the Top-Heavy Ratio, (i) the
value of account balances and the present value of accrued benefits shall be
determined as of the most recent Valuation Date that falls within or ends with
the 12 month period ending on the Determination Date, and (ii) the account
balances and present values of accrued benefits of any employees who are not
Key Employees but who were Key Employees in a prior year shall be disregarded.
The calculation of the Top-Heavy Ratio, and the extent to which distributions,
rollovers and transfers are taken into account will be made in accordance with
Code Section 416 and the regulations thereunder.  When aggregating plans, the
value of account balances and accrued benefits will be calculated with
reference to the Determination Dates that fall within the same calendar year.
The present value of accrued benefits shall be determined under Code Section
416(g) using a five percent interest 

<PAGE>   40

assumption and the UP-1984 Mortality Table.  Solely for the purpose of
determining if the Plan, or any other plan included in an aggregation group of
which this Plan is a part, is top-heavy, the accrued benefit of an Employee
other than a Key Employee shall be determined under (i) the method, if any,
that uniformly applies for accrual purposes under all plans maintained by the
Affiliates, or (ii) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional
accrual rate of Code Section 411(b)(1)(C).

     (d) "Permissive Aggregation Group" means the Required Aggregation Group of
plans plus any other plan or plans of the Employer which, when considered as a
group with the Required Aggregation Group, would continue to satisfy the
requirements of Code Section 401(a)(4) and 410.

     (e) "Required Aggregation Group" means (i) each qualified plan of the
Employer in which at least one Key Employee participates, and (ii) any other
qualified plan of the Employer which enables a plan described in (i) to meet
the requirements of Code Sections 401(a)(4) and 410.

     (f) "Valuation Date" means (i) in the case of a defined contribution plan,
the Determination Date, and (ii) in the case of a defined benefit plan, the
date as of which funding calculations are generally made within the 12 month
period ending on the Determination Date.

     (g) "Employer" means the employer or employers whose employees are covered
by this Plan and any other employer which must be aggregated with any such
employer under Code Sections 414(b), (c), (m) and (o).

     SECTION 12.03.  MINIMUM BENEFITS. For any year in which the Plan is a
Top-Heavy Plan, the employer contributions on behalf of each Employee who is
not Key Employee shall at least be equal to three percent of the Employee's
compensation (as defined in Code Section 415) for the Plan Year or the
percentage of compensation allocated on behalf of the Key Employee for which
the allocation was highest, whichever is less, reduced by the amounts allocated
to the Employee under any other defined contribution plans.  If the Employee is
also covered under a defined benefit plan of the Affiliates, the Employee will
only be entitled to the defined benefit minimum.

     SECTION 12.04.  MAXIMUM BENEFIT LIMITS.  If the Employer maintains a
defined benefit plan and a defined contribution plan that both cover one or
more of the same Key Employees, and if the Plans are Top-Heavy, then the
limitation stated in a separate provision of this Plan with respect to the Code
Section 415(e) maximum benefit limitations shall be deemed to refer to a 1.0
adjustment on the dollar limitation rather than a 1.25 adjustment.  This
provision shall not apply if the Top-Heavy Ratio is less than 90 percent and if
the minimum benefit requirements of Section 12.03 are met when 3 percent is
changed to 4 percent.

<PAGE>   41

     IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officers this 12th day of August, 1995.




                             FALCON BUILDING PRODUCTS, INC.

                             By: /s/ Gus J. Athas
                                 ---------------------------
                             Name:  Gus J. Athas

                             Title: Senior Vice-President





ATTEST:

By: /s/ Kari L. Yunker
    ----------------------------
Name:  Kari L. Yunker

Title: Assistant Secretary

<PAGE>   42
                        FALCON BUILDING PRODUCTS, INC.
                             EMPLOYEE SAVINGS PLAN

                                   APPENDIX A


     The Falcon Building Products, Inc. Employee Savings Plan is effective for
the following adopting Employers as of the Effective Date:


                          1. Devilbiss Air Power Company
                          2. Hart & Cooley, Inc.
                          3. Mansfield Plumbing Products, Inc.