<PAGE>
                                                                   EXHIBIT 10.47

                                TEPPCO RETIREMENT
                                CASH BALANCE PLAN

                            (AS AMENDED AND RESTATED
                           EFFECTIVE JANUARY 1, 2002)

<PAGE>

                                TEPPCO RETIREMENT
                                CASH BALANCE PLAN

      WHEREAS, TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC (the "COMPANY"),
desiring to aid its employees in making provision for their retirement,
previously adopted the TEPPCO RETIREMENT CASH BALANCE PLAN (the "Plan") for the
benefit of its employees; and

      WHEREAS, the Company desires to amend the Plan to comply with the
requirements of the Economic Growth and Tax Relief Reconciliation Act of 2001;

      NOW, THEREFORE, the Plan is hereby amended and restated effective as of
January 1, 2002, as follows:

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                  Section
                                                                                  -------
<S>                                                                               <C>
ARTICLE I - DEFINITIONS AND CONSTRUCTION

      Definitions ..........................................................          1.1
      Number and Gender ....................................................          1.2
      Headings .............................................................          1.3
      Construction .........................................................          1.4

ARTICLE II - PURPOSE OF PLAN

ARTICLE III - PARTICIPATION

      Eligibility ..........................................................          3.1
      Continuation of Participation ........................................          3.2

ARTICLE IV - CASH BALANCE CREDITS

      Creditable Service ...................................................          4.1
      Cash Balance Credits .................................................          4.2
      Break in Service .....................................................          4.3
      Cash-Out .............................................................          4.4

ARTICLE V - RETIREMENT BENEFITS

      Normal Retirement ....................................................          5.1
      Early Retirement .....................................................          5.2
      Postponed Retirement .................................................          5.3

ARTICLE VI - DISABILITY BENEFITS

ARTICLE VII - SEVERANCE BENEFITS AND DETERMINATION OF VESTED INTEREST

      No Benefits Unless Herein Set Forth ..................................          7.1
      Determination Of Vested Interest .....................................          7.2
      Severance Benefit ....................................................          7.3
      Vesting Service ......................................................          7.4
      Cash-Outs and Forfeitures ............................................          7.5

ARTICLE VIII - DEATH BENEFITS

      Before Annuity Starting Date .........................................          8.1
      Death Benefits After Annuity Starting Date ...........................          8.2
      Cash-Out of Death Benefit ............................................          8.3
</TABLE>


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<TABLE>
<CAPTION>
                                                                                  Section
                                                                                  -------
<S>                                                                               <C>
ARTICLE IX - TIME AND FORM OF PAYMENT OF BENEFITS

      Time of Payment of Benefits ..........................................          9.1
      Restrictions on Time of Payment of Benefits ..........................          9.2
      Required Distributions and Distribution Deadlines ....................          9.3
      Standard Form of Benefit for Participants ............................          9.4
      Election Not to Take Standard Form of Benefit ........................          9.5
      Alternative Forms of Benefit .........................................          9.6
      Cash-Out of Accrued Benefit ..........................................          9.7
      Direct Rollover Election .............................................          9.8
      Special Distribution Limitations .....................................          9.9
      Cessation of Certain Payments if Liquidity Shortfall .................          9.10
      Beneficiaries ........................................................          9.11
      Reemployment of Participants .........................................          9.12
      Actuarial Equivalency ................................................          9.13
      Commercial Annuities .................................................          9.14
      Unclaimed Benefits ...................................................          9.15
      Claims Procedures ....................................................          9.16

ARTICLE X - LIMITATIONS ON BENEFITS

      General Limitations ..................................................         10.1
      Combining Plans ......................................................         10.2
      Limitation Year ......................................................         10.3

ARTICLE XI - FUNDING

      No Contributions by Participants .....................................         11.1
      Employer Contributions ...............................................         11.2
      Forfeitures ..........................................................         11.3
      Payments to Trustee ..................................................         11.4
      Return of Contributions ..............................................         11.5

ARTICLE XII - ADMINISTRATION OF THE PLAN

      Appointment of Committee .............................................         12.1
      Term, Vacancies, Resignation, and Removal ............................         12.2
      Officers, Records, and Procedures ....................................         12.3
      Meetings .............................................................         12.4
      Self-Interest of Members .............................................         12.5
      Compensation and Bonding .............................................         12.6
      Committee Powers and Duties ..........................................         12.7
      Third Party Administrative Services ..................................         12.8
      Employer to Supply Information .......................................         12.9
      Indemnification ......................................................         12.10
</TABLE>


                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                  Section
                                                                                  -------
<S>                                                                               <C>
ARTICLE XIII - TRUSTEE AND ADMINISTRATION OF TRUST FUND

      Appointment, Resignation, Removal, and Replacement of Trustee ........         13.1
      Trust Agreement ......................................................         13.2
      Payment of Expenses ..................................................         13.3
      Trust Fund Property ..................................................         13.4
      Authorization of Benefit Payments ....................................         13.5
      Payments Solely from Trust Fund ......................................         13.6
      No Benefits to the Employer ..........................................         13.7

ARTICLE XIV - FIDUCIARY PROVISIONS

      Article Controls .....................................................         14.1
      General Allocation of Fiduciary Duties ...............................         14.2
      Fiduciary Duty .......................................................         14.3
      Delegation of Fiduciary Duties .......................................         14.4
      Investment Manager ...................................................         14.5

ARTICLE XV - ADOPTING EMPLOYERS

      Approval of the Board ................................................         15.1
      Single Plan ..........................................................         15.2
      Amendments, Termination and Appointment of Committee and Trustee .....         15.3
      Transfers Among Employers ............................................         15.4
      Termination of Participation .........................................         15.5
      Single Plan ..........................................................         15.6

ARTICLE XVI - AMENDMENTS

      Right to Amend .......................................................         16.1
      Limitations on Amendments ............................................         16.2

ARTICLE XVII - TERMINATION, PARTIAL TERMINATION, AND MERGER OR CONSOLIDATION

      Right to Terminate or Partially Terminate ............................         17.1
      Procedure in the Event of Termination or Partial Termination .........         17.2
      Merger, Consolidation, or Transfer ...................................         17.3

ARTICLE XVIII - MISCELLANEOUS PROVISIONS

      Not Contract of Employment ...........................................         18.1
      Alienation of Interest Forbidden .....................................         18.2
      Uniformed Services Employment and Reemployment Rights Act
            Requirements ...................................................         18.3
      Payments to Minors and Incompetents ..................................         18.4
      Participant's and Beneficiary's Addresses ............................         18.5
      Nondiscrimination Testing ............................................         18.6
</TABLE>


                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                  Section
                                                                                  -------
<S>                                                                               <C>
      Incorrect Information, Fraud, Concealment, or Error ..................         18.7
      Severability .........................................................         18.8
      Jurisdiction .........................................................         18.9

ARTICLE XIX - TOP-HEAVY STATUS

      Article Controls .....................................................         19.1
      Definitions ..........................................................         19.2
      Top-Heavy Status .....................................................         19.3
      Top-Heavy Vesting Schedule ...........................................         19.4
      Top-Heavy Benefit ....................................................         19.5
      Termination of Top-Heavy Status ......................................         19.6
      Effect of Article ....................................................         19.7
</TABLE>


                                      -iv-
<PAGE>

                                   ARTICLE I

                          DEFINITIONS AND CONSTRUCTION

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

            (a) "ACT" means the Employee Retirement Income Security Act of 1974,
      as amended.

            (b) "ACTIVE PARTICIPANT" means a Participant who, for a particular
      month, is (A) an Eligible Employee who (i) performs an Hour of Service for
      an Employer during such month or (ii) is on an Authorized Leave of Absence
      from an Employer during such month, or (B) is Disabled during such month
      and was an Eligible Employee immediately prior to his becoming Disabled;
      provided, however, that such Disabled Participant has not elected to
      commence receipt of his benefit payable under the Plan.

            (c) "ACTUARIAL EQUIVALENT" means equality in value of the aggregate
      amounts expected to be received under different times and forms of payment
      based upon the following assumptions:

      (A)   For determining Actuarial Equivalence for all purposes other than as
            described in (B) below, the assumptions shall be a 7% per annum
            interest rate assumption and mortality rate assumptions determined
            under the 1983 Group Annuity Mortality Table weighted 50% male and
            50% female;

      (B)   For determining Actuarial Equivalence in determining (i) the monthly
            payment amount derived by converting a Cash Balance Accrual into a
            single life annuity, (ii) a present value of a benefit, (iii) the
            amount of a lump sum payment or (iv) the amount of any other payment
            of a benefit made in a form other than a non-decreasing annuity
            (other than an annuity that decreases merely because of the
            cessation or reduction of Social Security supplements or qualified
            disability payments, as defined in section 411(a)(9) of the Code)
            payable for a period not less than the life of the Participant or
            former Participant or, in the case of a "qualified pre-retirement
            survivor annuity" (as that term is defined in section 417(c) of the
            Code), the life of the Eligible Surviving Spouse, the assumptions
            shall be the Applicable Interest Rate and the Applicable Mortality
            Table.

            (d) "AFFILIATED COMPANY" means the Company and any corporation which
      is a member of a controlled group of corporations (as defined in section
      414(b) of the Code) which includes the Company; any trade or business
      (whether or not incorporated) which is under common control (as defined in
      section 414(c) of the Code) with the Company; any organization which is a
      member of an affiliated service group (as defined in section 414(m) of the
      Code) which includes the Company; and any other entity required to be
      aggregated with the Company pursuant to regulations under section 414(o)
      of the Code.


                                      I-1
<PAGE>

            (e) "ANNUITY STARTING DATE" means with respect to each Participant,
      former Participant or Beneficiary, the first day of the first period for
      which an amount is payable to the Participant, former Participant or
      Beneficiary under the terms of the Plan.

            (f) "APPLICABLE INTEREST RATE" means the annual rate of interest on
      30-year Treasury securities for the look-back month preceding the first
      day of the stability period. For purposes of this Paragraph, the
      "look-back month" shall be the second month preceding the first day of the
      stability period and the "stability period" shall be the Plan Year that
      contains the Annuity Starting Date with respect to the benefit.

            (g) "APPLICABLE MORTALITY TABLE" means the mortality table based on
      the prevailing commissioners' standard table (described in section
      807(d)(5)(A) of the Code) used to determine reserves for group annuity
      contracts issued on the date as of which equivalent value is determined
      (without regard to any other subparagraph of section 807(d)(5)) that is
      prescribed by the Commissioner in revenue rulings, notices or other
      guidance published in the Internal Revenue Bulletin. Notwithstanding any
      other Plan provisions to the contrary, effective for distributions with
      Annuity Starting Dates on or after January 1, 2003, the "Applicable
      Mortality Table" used for purposes of (A) adjusting any benefit or
      limitation under section 415(b)(2)(B), (C) or (D) of the Code (as set
      forth in Section 10.1), (B) satisfying the requirements of section 417(e)
      of the Code and (C) computing the present value of the Participant's or
      former Participant's Accrued Benefit shall be the table prescribed in
      Revenue Ruling 2001-62.

            (h) "ATTAINED AGE" means the age of a Participant on any given date,
      determined in whole years plus, for partial years, number of days.

            (i) "AUTHORIZED LEAVE OF ABSENCE" means a leave of absence from an
      Employer or an Affiliated Company authorized by the Employer or such
      Affiliated Company in accordance with uniform rules applicable on a
      non-discriminatory basis to all Employees and that includes paid or unpaid
      family and medical leave qualified under the Family and Medical Leave Act,
      as amended, and any state law equivalent, paid or unpaid maternity or
      paternity leave, and service in the military, but only if such Employee
      has reemployment rights protected by USERRA. Such leave shall be an
      Authorized Leave of Absence provided that the Employee resumes employment
      immediately upon the expiration of such period in accordance with the
      terms of such leave, or in the case of military service, within the period
      of time after discharge required by USERRA in order to maintain
      reemployment rights.

            (j) "BENEFICIARY" OR "BENEFICIARIES" means the person or persons, or
      the trust or trusts created for the benefit of a natural person or persons
      or the Participant's or former Participant's estate, designated by the
      Participant or former Participant to receive the benefits payable under
      the Plan upon his death.

            (k) "BOARD" means the Board of Directors of the Company.


                                      I-2
<PAGE>

            (l) "CASH BALANCE ACCRUAL" means for each Participant and as of any
      determination date, the sum of all Cash Balance Contributions and Cash
      Balance Interest Credits credited for such Participant under the Plan.

            (m) "CASH BALANCE CONTRIBUTIONS" means an amount credited to an
      Active Participant's Cash Balance Accrual pursuant to Section 4.2(a).

            (n) "CASH BALANCE INTEREST CREDITS" means an amount credited to a
      Participant's Cash Balance Accrual pursuant to Section 4.2(b).

            (o) "CODE" means the Internal Revenue Code of 1986, as amended.

            (p) "COMMITTEE" means the administrative committee appointed by the
      Company to administer the Plan.

            (q) "COMPANY" means Texas Eastern Products Pipeline Company, LLC.

            (r) "COMPENSATION" means, effective for Plan Years commencing after
      December 31, 2001, amounts paid by an Employer to a Participant while he
      is a Participant and an Eligible Employee during the Plan Year which are
      wages as defined in section 3401(a) of the Code for purposes of federal
      income tax withholding at the source (but determined without regard to any
      rules that limit the remuneration included in wages based on the nature or
      location of the employment or the services performed) modified by
      excluding the following items (even if includable in gross income):
      reimbursements or other expense allowances (such as the payment of moving
      expenses or automobile mileage reimbursements), cash and noncash fringe
      benefits (such as the use of an automobile owned by the Employer and club
      memberships), deferred compensation (such as pay for accrued vacation upon
      Severance From Service and amounts deferred under and distributions
      pursuant to the Duke Energy Field Services Executive Deferred Compensation
      Plan, the Texas Eastern Products Pipeline Company, LLC 2000 Long Term
      Incentive Plan and the TEPPCO Supplemental Benefit Plan), and welfare
      benefits (such as severance pay); and modified further by adding elective
      contributions under a cafeteria plan maintained by the Employer which are
      excludable from the Employee's gross income pursuant to section 125 of the
      Code, elective contributions under a qualified transportation fringe
      benefit plan maintained by the Employer which are excludable from the
      Employee's gross income pursuant to section 132(f)(4) of the Code, and
      elective contributions to a qualified cash or deferred arrangement
      maintained by the Employer which are excludable from the Employee's gross
      income pursuant to section 401(k) of the Code. Considered Compensation in
      excess of $200,000.00 (as adjusted by the Secretary of Treasury) shall be
      disregarded. If the Plan Year is ever less than 12 months, the $200,000.00
      limitation (as adjusted by the Secretary of Treasury) will be prorated by
      multiplying the limitation by a fraction, the numerator of which is the
      number of months in the Plan Year, and the denominator of which is 12.

      Notwithstanding the foregoing, Compensation for a particular month for a
      Participant who is Disabled shall be the greater of (A) the Participant's
      Compensation paid over the 12 consecutive months preceding the date the
      Participant last performed Service for an


                                      I-3
<PAGE>

      Employer prior to becoming Disabled, divided by 12 or (B) Compensation
      actually earned by the Participant for such month.

            (s) "CREDITABLE SERVICE" means the measure of service described in
      Section 4.1.

            (t) "DIRECT ROLLOVER" means a payment by the Plan to an Eligible
      Retirement Plan designated by a Distributee.

            (u) "DISABLED" means a Participant shall be considered Disabled if
      such Participant has applied for and is receiving (or would be receiving
      but for applicable offsets) long-term disability benefits from a plan
      maintained by an Employer. For purposes of the Plan, a Participant shall
      no longer be considered Disabled on his Normal Retirement Date or if he
      has commenced receiving his benefit payable under the terms of the Plan.

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

            (w) "DISTRIBUTION CALENDAR YEAR" means a calendar year for which a
      minimum distribution is required to be made to a Participant or former
      Participant under section 401(a)(9) of the Code and Department of Treasury
      Regulations thereunder. If a Participant's or former Participant's
      Required Beginning Date is April 1 of the calendar year following the
      calendar year in which he attains age 70 1/2, his first Distribution
      Calendar Year is the calendar year in which he attains age 70 1/2. If a
      Participant's or former Participant's Required Beginning Date is April 1
      of the calendar year following the calendar year in which he incurs a
      Separation From Service, his first Distribution Calendar Year is the
      calendar year in which he incurs a Separation From Service.

            (x) "DUKE" means Duke Energy Corporation, a North Carolina
      corporation.

            (y) "DUKE AFFILIATE" means any corporation which is a member of a
      controlled group of corporations (as defined in section 414(b) of the
      Code) which includes Duke; any trade or business (whether or not
      incorporated) which is under common control (as defined in section 414(c)
      of the Code) with Duke; any organization which is a member of an
      affiliated service group (as defined in section 414(m) of the Code) which
      includes Duke; and any other entity required to be aggregated with Duke
      pursuant to regulations under section 414(o) of the Code.

            (z) "DUKE PLAN" means the Duke Energy Retirement Cash Balance Plan,
      as amended.

            (aa) "EARLY RETIREMENT DATE" means the date described in Section
      5.2.


                                      I-4
<PAGE>

            (bb) "EFFECTIVE DATE" means April 1, 2000.

            (cc) "ELIGIBLE EMPLOYEE" means each Employee of an Employer who has
      attained age 18 other than:

      (A)   a Leased Employee;

      (B)   a non-resident alien (within the meaning of section 7701(b) of the
            Code) who receives no earned income (within the meaning of section
            991(d)(2) of the Code) from an Affiliated Company that constitutes
            income from sources within the United States (within the meaning of
            section 861(a)(3) of the Code);

      (C)   an individual whose terms and conditions of employment are subject
            to collective bargaining, unless there is in effect a collective
            bargaining agreement that expressly provides for participation in
            the Plan;

      (D)   an individual who is classified by an Employer as an independent
            contractor or a Leased Employee (regardless of whether such
            individual is at any time reclassified as a common law employee of
            the Employer by the Internal Revenue Service or a court of competent
            jurisdiction and regardless of whether the Employer acquiesces to
            the reclassification);

      (E)   an individual who has waived participation in the Plan through any
            means including an individual whose employment is governed by a
            written agreement with an Employer (including an offer letter
            setting forth the terms and conditions of employment) that provides
            that the individual is not eligible to participate in the Plan. A
            general statement in the agreement, offer letter or other
            communication stating that the individual is not eligible for
            benefits shall be construed to mean that the individual is not
            eligible to participate in the Plan; and

      (F)   an individual who is deemed to be an Employee pursuant to
            regulations under section 414(o) of the Code.

            (dd) "ELIGIBLE RETIREMENT PLAN" means (a) an individual retirement
      account described in section 408(a) of the Code, (b) an individual
      retirement annuity described in section 408(b) of the Code (other than an
      endowment contract), (c) an annuity plan described in section 403(a) of
      the Code, (d) a qualified plan described in section 401(a) of the Code
      that is a defined contribution plan that accepts the Distributee's
      Eligible Rollover Distribution, (e) an eligible deferred compensation plan
      described in section 457(b) of the Code that is maintained by an eligible
      employer described in section 457(e)(1)(A) of the Code but only if the
      plan agrees to separately account for amounts rolled into such plan, or
      (f) an annuity contract described in section 403(b) of the Code.

            (ee) "ELIGIBLE ROLLOVER DISTRIBUTION" means 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: (a) 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


                                      I-5
<PAGE>

      Distributee and the Distributee's Beneficiary, or for a specified period
      of ten years or more; (b) any distribution to the extent the distribution
      is required under section 401(a)(9) of the Code; and (c) 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) unless, the Eligible Retirement Plan to
      which the distribution is transferred (1) agrees to separately account for
      amounts so transferred, including separately accounting for the portion of
      such distribution which is not includable in gross income or (2) is an
      individual retirement account described in section 408(a) of the Code or
      an individual retirement annuity described in section 408(b) of the Code
      (other than an endowment contract).

            (ff) "ELIGIBLE SURVIVING SPOUSE" means with respect to a Participant
      who dies prior to his Annuity Starting Date, a surviving spouse to whom a
      deceased Participant was married throughout the 12-month period preceding
      his death. With respect to a Participant who dies on or after his Annuity
      Starting Date, the spouse to whom a deceased Participant was married on
      his Annuity Starting Date.

            (gg) "EMPLOYEE" means each (A) individual employed by, or on an
      Authorized Leave of Absence from, an Employer or an Affiliated Company and
      (B) Leased Employee.

            (hh) "EMPLOYER" means the Company and each Affiliated Company that
      has adopted the Plan pursuant to the provisions of Article XV.

            (ii) "EMPLOYMENT COMMENCEMENT DATE" means the date on which an
      Employee first performs an Hour of Service.

            (jj) "FINAL SECTION 401(A)(9) REGULATIONS" means the final
      Department of Treasury Regulations issued under section 401(a)(9) of the
      Code which were published in the Federal Register on April 17, 2002.

            (kk) "FIVE PERCENT OWNER" means an Employee who is a five percent
      owner as defined in section 416(i) of the Code.

            (ll) "HIGHLY COMPENSATED EMPLOYEE" means an Employee of an
      Affiliated Company who, during the Plan Year or the preceding Plan Year,
      (a) was at any time a Five Percent Owner at any time during the Plan Year
      or the preceding Plan Year or (b) had Compensation from the Affiliated
      Companies in excess of $80,000.00 (as adjusted from time to time by the
      Secretary of the Treasury) for the preceding Plan Year.

            (mm) "HOUR OF SERVICE" means an hour, on or after the Effective
      Date, for which an Employee is directly or indirectly paid, or entitled to
      payment, for performance of duties for an Employer or an Affiliated
      Company.

            (nn) "INTEREST CREDITING RATE" means with respect to each month in a
      calendar quarter, the Interest Crediting Rate equals (1 + i)l/12 - 1,
      where i = the average yield on 30-year United States Treasury bonds as
      reflected in the United States Federal Reserve Statistical Release H-15
      for the end of the third full business week of the month


                                      I-6
<PAGE>

      immediately preceding the start of such calendar quarter; provided,
      however, that in no event shall it be greater than 9% or less than 4%.

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

            (pp) "NORMAL RETIREMENT AGE" means age 65.

            (qq) "NORMAL RETIREMENT DATE" means the first day of the month
      coincident with or next following the date upon which a Participant
      attains 65 years of age.

            (rr) "PARTICIPANT" means each Eligible Employee who has met the
      eligibility requirements for participation in the Plan as set forth in
      Article III herein. In addition, a Participant's participation in the Plan
      shall continue until the Participant ceases to have any Cash Balance
      Accrual under the Plan.

            (ss) "PERIOD OF SERVICE" means each period of an individual's
      Service commencing on his Employment Commencement Date or a Reemployment
      Commencement Date, if applicable, and ending on the date of a Severance
      from Service; provided, however, that no Period of Service may commence
      prior to an individual's attainment of age 1 8 or, except as provided in
      Section 7.4, prior to the Effective Date. A Period of Service shall also
      include any period required to be credited as a Period of Service by
      federal law, other than the Act or the Code, but only under the conditions
      and to the extent required by such federal law. In addition, a Period of
      Service shall also include any period during which a Participant is
      Disabled, provided that such Participant was an Eligible Employee
      immediately prior to his becoming Disabled and has not elected to commence
      receipt of his benefit payable under the Plan.

            (tt) "PERIOD OF SEVERANCE" means each period of time commencing on
      the date of an Employee's Severance from Service and ending on a
      Reemployment Commencement Date.

            (uu) "PLAN" means the TEPPCO Retirement Cash Balance Plan, as
      amended from time to time.

            (vv) "PLAN YEAR" means the 12-consecutive month period commencing
      January 1 of each year; provided, however, that the first Plan Year shall
      commence on the Effective Date and end on December 31, 2000.

            (ww) "POINTS" means with respect to a Participant, for any month
      during a Plan Year, the sum of such Participant's Attained Age and
      Creditable Service, determined for that Plan Year as of:


                                      I-7
<PAGE>

      (A)   For a Participant who is a Participant in the Plan on the first day
            of such Plan Year, January 1 of such Plan Year;

      (B)   For a Participant who first performs an Hour of Service after the
            first day of such Plan Year, the date upon which the Participant
            becomes a Participant in the Plan;

      (C)   For a Participant who is reemployed after incurring one or more
            one-year Periods of Severance, the first day of the Plan Year
            containing the Participant's Reemployment Commencement Date; and

      (D)   For a Participant who becomes an Eligible Employee and a Participant
            due to a change in employment status during a Plan Year, the date
            upon which the Participant becomes a Participant in the Plan.

            (xx) "POSTPONED RETIREMENT DATE" means the date described in Section
      5.3.

            (yy) "QUALIFIED DOMESTIC RELATIONS ORDER" means a qualified domestic
      relations order as defined in section 414(p) of the Code.

            (zz) "REEMPLOYMENT COMMENCEMENT DATE" means the first date upon
      which an Employee performs an Hour of Service following the date of such
      Employee's Severance from Service.

            (aaa) "REQUIRED BEGINNING DATE" means:

      (A)   in the case of an individual who is not a Five Percent Owner in the
            Plan Year that ends in the calendar year in which he attains age 70
            1/2, the Required Beginning Date is April 1 of the calendar year
            following the later of (1) the calendar year in which the individual
            attains age 70 1/2, or (2) the calendar year in which the individual
            incurs a Separation From Service; and

      (B)   in the case of an individual who is a Five Percent Owner in the Plan
            Year that ends in the calendar year in which he attains age 70 1/2,
            the Required Beginning Date is April 1 of the calendar year
            following the calendar year in which he attains age 70 1/2.

            (bbb) "RETIREMENT" means a Participant's Severance from Service in
      accordance with Article V. In addition, a Participant who is Disabled
      shall be deemed to enter Retirement when he begins receiving his benefit
      payable under the Plan.

            (ccc) "SECTION 401(A)(9) BENEFICIARY" means an individual who is a
      Participant's or former Participant's Beneficiary on the date of the
      Participant's or former Participant's death and (unless the Beneficiary
      dies after the date of the Participant's or former Participant's death and
      before September 30 of the following calendar year without disclaiming
      benefits under the Plan) who remains a Beneficiary as of September 30 of
      the calendar year following the calendar year of the Participant's or
      former Participant's death. If the Participant's or former Participant's
      Beneficiary is a trust, an individual beneficiary of the trust may be a
      Section 401(a)(9) Beneficiary of the


                                      I-8
<PAGE>

      Participant or former Participant if the requirements of Regulation
      Section 1.401(a)(9)-4 are satisfied.

            (ddd) "SEPARATION FROM SERVICE" means an individual's termination of
      employment with an Affiliated Company without commencing or continuing
      employment with (a) any other Affiliated Company.

            (eee) "SERVICE" means the active service of an Employee with an
      Employer or an Affiliated Company.

            (fff) "SEVERANCE FROM SERVICE" means the earliest to occur of the
      following events after an Employee's Employment Commencement Date or a
      Reemployment Commencement Date, if applicable:

      (A)   the Employee's voluntary resignation from Service with the Employer
            and each Affiliated Company;

      (B)   the Employee's discharge or termination from Service with the
            Employer and each Affiliated Company;

      (C)   the Employee's Retirement;

      (D)   the Employee's death;

      (E)   the first anniversary of the first date of a period during which an
            Employee is absent from Service with or without pay for any reason
            not described above (e.g., vacation, holiday, sickness (including
            periods of time during which the Employee is receiving worker's
            compensation benefits), leave of absence, or layoff), except as
            described in (F) below and except that an Employee on an Authorized
            Leave of Absence shall not have a Severance from Service unless the
            Employee fails to return to work according to the terms of the
            Authorized Leave of Absence;

      (F)   the second anniversary of the first date of a period during which an
            Employee is absent from Service with or without pay by reason of (i)
            the pregnancy of the Employee, (ii) the birth of a child of the
            Employee, (iii) the placement of a child with the Employee in
            connection with the adoption of the child by the Employee, or (iv)
            caring for a child referred to in clauses (i) through (iii)
            immediately following such birth or placement.

            (ggg) "SOCIAL SECURITY WAGE BASE" means the contributions and
      benefit base under section 230 of the Social Security Act of 1935, as
      amended.

            (hhh) "SPOUSE" means the person to whom the Participant or former
      Participant is married under applicable local law. In addition, to the
      extent provided in a Qualified Domestic Relations Order, a surviving
      former spouse of a Participant or former Participant will be treated as
      the Spouse of the Participant or former Participant, and to the same
      extent any current spouse of the Participant or former Participant will
      not be treated as a Spouse of the Participant or former Participant. For
      purposes of Section 9.3,


                                      I-9
<PAGE>

      a former Spouse to whom all or a portion of a Participant's or former
      Participant's Plan benefit is payable under a Qualified Domestic Order
      shall, to that extent, be treated as a Spouse or surviving Spouse
      regardless of whether the Qualified Domestic Relations Order specifically
      provides that the former Spouse is to be treated as the Spouse for
      purposes of Sections 401(a)(11) and 417 of the Code.

            (iii) "TRUST" means the trust established under the Trust Agreement
      to hold and invest contributions made under the Plan and income thereon,
      and from which the Plan benefits are distributed.

            (jjj) "TRUST AGREEMENT" means the agreement entered into between the
      Employer and the Trustee establishing the Trust, as such agreement may be
      amended from time to time.

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

            (lll) "TRUSTEE" means the trustee or trustees qualified and acting
      under the Trust Agreement at any time.

            (mmm) "USERRA" means the Uniform Services Employment and
      Reemployment Rights Act, as amended.

            (nnn) "VESTED INTEREST" means the percentage of a Participant's Plan
      benefit which, pursuant to the Plan, is nonforfeitable.

            (ooo) "VESTING SERVICE" means the measure of service used in
      determining a Participant's nonforfeitable right to a benefit as
      determined in accordance with Section 7.4.

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

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

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


                                      I-10
<PAGE>

                                   ARTICLE II

                                 PURPOSE OF PLAN

      The purpose of the Plan is to provide retirement and incidental benefits
for those Participants who complete the required period of employment with the
Employer. The benefits provided by the Plan will be paid from the Trust Fund and
will be in addition to any benefits the Participants may be entitled to receive
pursuant to any other Employer programs or pursuant to the Social Security Act
of 1935, as amended. The Plan and the Trust are established and shall be
maintained for the exclusive benefit of the Participants and their
beneficiaries. No part of the Trust Fund can ever revert to the Employer, except
as hereinafter provided in Sections 11.5 and 17.2(c), or be used for or diverted
to purposes other than the exclusive benefit of the Participants and their
beneficiaries.


                                      II-1
<PAGE>

                                  ARTICLE III

                                  PARTICIPATION

      3.1 ELIGIBILITY. Each Employee shall become a Participant on the later of
April 1, 2000 or the date such Employee becomes an Eligible Employee. In
addition, a former Participant in the Plan shall resume his participation in the
Plan upon his reemployment as an Eligible Employee.

      3.2 CONTINUATION OF PARTICIPATION. A Participant's participation in the
Plan shall continue until the Participant ceases to have any Cash Balance
Accrual under the Plan.


                                      III-1
<PAGE>

                                   ARTICLE IV

                              CASH BALANCE CREDITS

      4.1 CREDITABLE SERVICE. A Participant's Creditable Service shall be equal
to the Vesting Service credited to such Participant under the Plan reduced by
any Vesting Service credited to such Participant attributable to Periods of
Service prior to the date on which such Participant commenced participation in
the Plan (other than Service credited to such Participant pursuant to Section
7.4(a) and (f)); provided, however, that in no event shall a Participant's
Creditable Service as of the Effective Date be greater than the amount of
Creditable Service credited to him under the terms of the Duke Plan as of the
Effective Date.

      4.2 CASH BALANCE CREDITS.

            (a) As of the last day of each calendar month, each Participant who
      was an Active Participant on any day of such month shall have his Cash
      Balance Accrual credited with a Cash Balance Contribution for such month
      in an amount determined in accordance with the following schedule:

<TABLE>
<CAPTION>
                      NUMBER OF POINTS                                   AMOUNT OF CASH BALANCE CONTRIBUTION
                      ----------------                                   -----------------------------------
<S>                                                           <C>
                        less than 35                          4% of such Active  Participant's  Compensation paid during
                                                              such month, plus 4% of such Participant's  Compensation in
                                                              excess of the Social Security Wage Base.

                35 or more, but less than 50                  5% of such Active  Participant's  Compensation paid during
                                                              such month, plus 4% of such Participant's  Compensation in
                                                              excess of the Social Security Wage Base.

                50 or more, but less than 65                  6% of such Active  Participant's  Compensation paid during
                                                              such month, plus 4% of such Participant's  Compensation in
                                                              excess of the Social Security Wage Base.

                         65 or more                           7% of such Active  Participant's  Compensation paid during
                                                              such month, plus 4% of such Participant's  Compensation in
                                                              excess of the Social Security Wage Base.
</TABLE>

            (b) As of the last day of each calendar month, and prior to the
      calendar month including his Annuity Starting Date, a Participant (whether
      or not he is then an Eligible Employee or then employed) or beneficiary
      who has a Cash Balance Accrual as of the end of such calendar month shall
      be credited with a Cash Balance Interest Credit for such month equal to:


                                      IV-1
<PAGE>

                  (1) his Cash Balance Accrual as of the last day of the
      preceding calendar month; multiplied by

                  (2) the Interest Crediting Rate.

      No Cash Balance Interest Credits shall be credited for a Participant
pursuant to this Paragraph (b) for any period from and after his Annuity
Starting Date.

            (c) Provisions of this Section 4.2 to the contrary notwithstanding,
      in no event shall credits made pursuant to this Section 4.2 to a
      Participant's Cash Balance Accrual contravene the requirements of section
      411(b) of the Code.

      4.3 BREAK IN SERVICE. Contrary Plan provisions notwithstanding, if a
Participant who does not have a Vested Interest incurs a Severance from Service,
his Creditable Service and Cash Balance Accrual which were credited for his
period of employment prior to such Severance from Service shall be disregarded
if his years of Vesting Service prior to such Severance from Service are
disregarded pursuant to Section 7.5(b).

      4.4 CASH-OUT.

            (a) If a Participant incurs a Severance from Service and has a 0%
      Vested Interest, such Participant's Creditable Service and Cash Balance
      Accrual prior to such Severance from Service shall be disregarded and such
      Participant's nonvested Plan benefit shall become a forfeiture as of the
      date of Severance from Service, with such Participant being considered to
      have received a distribution of zero dollars on the date of his Severance
      from Service.

            (b) Paragraph (a) above notwithstanding, if such terminated
      Participant is subsequently reemployed by the Employer or an Affiliated
      Company, the Creditable Service and Cash Balance Accrual that were
      disregarded and the forfeiture that occurred pursuant to Paragraph (a)
      above shall be restored as of the Participant's Reemployment Commencement
      Date unless such Creditable Service and Cash Balance Accrual are also
      disregarded pursuant to the provisions of Section 4.3.


                                      IV-2
<PAGE>

                                   ARTICLE V

                               RETIREMENT BENEFITS

      5.1 NORMAL RETIREMENT.

            (a) Except as otherwise provided in Article VIII, a Participant who
      incurs a Severance from Service on his Normal Retirement Date shall be
      entitled to receive, as of such Severance from Service date, a retirement
      benefit, payable at the time and in the form provided in Article IX, that
      is the Actuarial Equivalent of a series of monthly payments for his life
      commencing on the first day of the month coinciding with or next following
      the date of the Participant's Retirement, each monthly payment being equal
      to the monthly payment amount derived by converting his Cash Balance
      Accrual as of his Annuity Starting Date into a single life annuity on an
      Actuarially Equivalent basis.

            (b) With respect to any Participant who is to receive his benefit
      pursuant to Paragraph (a) above, such Participant's Annuity Starting Date
      shall be the Participant's Normal Retirement Date or, if elected by the
      Participant and subject to Article IX, the first day of any calendar month
      thereafter.

      5.2 EARLY RETIREMENT.

            (a) Except as otherwise provided in Article VIII, a Participant who
      incurs a Severance from Service on or after the date such Participant
      attains both age 55 and five years of Vesting Service shall be entitled to
      receive, as of such Severance from Service date (which date shall be such
      Participant's Early Retirement Date), a retirement benefit, payable at the
      time and in the form provided in Article IX, that is the Actuarial
      Equivalent of a series of monthly payments for his life commencing on the
      first day of the month coinciding with or next following such
      Participant's Early Retirement Date, each monthly payment being equal to
      the monthly payment amount derived by converting his Cash Balance Accrual
      as of his Annuity Starting Date into a single life annuity on an
      Actuarially Equivalent basis.

            (b) With respect to a Participant who is to receive his benefit
      pursuant to Paragraph (a) above, such Participant's Annuity Starting Date
      shall be the first day of the month coinciding with or next following such
      Participant's Early Retirement Date or, if elected by the Participant and
      subject to Article IX, the first day of any calendar month thereafter.

      5.3 POSTPONED RETIREMENT.

            (a) Except as otherwise provided in Article VIII, a Participant who
      incurs a Severance from Service after his Normal Retirement Date shall be
      entitled to receive, as of such Severance from Service date (which date
      shall be such Participant's Postponed Retirement Date), a retirement
      benefit, payable at the time and in the form provided in Article IX, that
      is the Actuarial Equivalent of a series of monthly payments for his life
      commencing on the first day of the month coinciding with or next following
      such Participant's Postponed Retirement Date, each monthly payment being
      equal to the


                                      V-1
<PAGE>

      monthly payment amount derived by converting his Cash Balance Accrual as
      of his Annuity Starting Date into a single life annuity on an Actuarially
      Equivalent basis.

            (b) With respect to any Participant who is to receive his benefit
      pursuant to Paragraph (a) above, such Participant's Annuity Starting Date
      shall be the Participant's Postponed Retirement Date or, if elected by the
      Participant and subject to Article IX, the first day of any calendar month
      thereafter.


                                      V-2
<PAGE>

                                   ARTICLE VI

                               DISABILITY BENEFITS

      In the event of a Participant's becoming Disabled prior to his Severance
from Service, such Participant shall be entitled to receive, as of such
Participant's Early Retirement Date, a disability retirement benefit, payable at
the time and in a form provided in Article IX, which is the Actuarial Equivalent
of a series of monthly payments for his life commencing on the first day of the
month coinciding with or next following the Participant's Early Retirement Date,
each monthly payment being equal to the monthly payment amount derived by
converting his Cash Balance Accrual as of his Annuity Starting Date into a
single life annuity on an Actuarially Equivalent Basis. With respect to any
Participant who is to receive his benefit pursuant to this Article ("Disabled
Participant"), such Disabled Participant's Annuity Starting Date shall be the
first day of the month coinciding with or next following his Early Retirement
Date or, if elected by the Participant and subject to Article IX, the first day
of any calendar month thereafter.


                                      VI-1
<PAGE>

                                  ARTICLE VII

             SEVERANCE BENEFITS AND DETERMINATION OF VESTED INTEREST

      7.1 NO BENEFITS UNLESS HEREIN SET FORTH. Except as set forth in this
Article, upon Severance from Service of a Participant for any reason other than
Retirement, the Participant's becoming Disabled, or as provided in Article VIII,
such Participant shall acquire no right to any benefit from the Plan or the
Trust Fund.

      7.2 DETERMINATION OF VESTED INTEREST.

            (a) A Participant's Vested Interest shall be determined by such
      Participant's full years of Vesting Service in accordance with the
      following schedule:

<TABLE>
<CAPTION>
                         FULL YEARS OF
                        VESTING SERVICE                         VESTED INTEREST
                        ---------------                         ---------------
<S>                                                             <C>
                       Less than 5 years                              0%
                        5 years or more                              100%
</TABLE>

            (b) Paragraph (a) above notwithstanding, a Participant shall have a
      100% Vested Interest upon (1) the death of the Participant while an
      Employee, (2) the attainment of 65 or more years of age while an Employee,
      or (3) the Participant's becoming Disabled while an Employee.

      7.3 SEVERANCE BENEFIT.

            (a) Except as otherwise provided in Article VIII, a Participant who
      (1) has a Vested Interest in his Plan benefit and (2) incurs a Severance
      from Service for a reason other than because of Retirement, death or such
      Participant's becoming Disabled, shall be entitled to receive, as of such
      Participant's Early Retirement Date, a severance benefit, payable at the
      time and in a form provided in Article IX, which is the Actuarial
      Equivalent of a series of monthly payments for his life commencing on the
      first day of the month coinciding with or next following the Participant's
      Early Retirement Date, each monthly payment being equal to the monthly
      payment amount derived by multiplying his Vested Interest by the monthly
      payment amount derived by converting his Cash Balance Accrual as of his
      Annuity Starting Date into a single life annuity on an Actuarially
      Equivalent basis.

            (b) With respect to a Participant who is to receive his benefit
      pursuant to Paragraph (a) above, such Participant's Annuity Staffing Date
      shall be the first day of the month coinciding with or next following his
      Early Retirement Date or, if elected by the Participant and subject to
      Article IX, the first day of any calendar month thereafter.
      Notwithstanding the foregoing, in the event of a Participant who incurs a
      Severance from Service prior to his Early Retirement Date and whose
      Actuarially Equivalent present


                                     VII-1
<PAGE>

      value of his Vested Interest in his Plan benefit (expressed in the form of
      a single life annuity commencing at the Participant's Early Retirement
      Date) is in excess of $5,000 but not in excess of $10,000, such
      Participant may elect to commence receiving his Plan benefit as of the
      first day of any calendar month following his Severance from Service.

      7.4 VESTING SERVICE.

            (a) Subject to Paragraph (d) below, an individual who is an Eligible
      Employee on the Effective Date shall be credited with Vesting Service in
      an amount equal to all service credited to him for vesting purposes under
      the Duke Plan, if any, as of the Effective Date.

            (b) On and after the Effective Date, subject to the remaining
      Paragraphs of this Section, an individual shall be credited with Vesting
      Service in an amount equal to his aggregate Periods of Service, whether or
      not such Periods of Service are completed consecutively. Further, separate
      Periods of Service shall be aggregated on the basis of days, so that an
      individual earns a year of Vesting Service as of the date such individual
      completes a 365- day Period of Service.

            (c) Paragraph (b) above notwithstanding, if an individual incurs a
      Severance from Service and subsequently resumes his Service and such
      individual's Reemployment Commencement Date is within 12 months of the
      date of his Severance from Service, such Period of Severance shall be
      treated as a Period of Service for purposes of Paragraph (b) above;
      provided, however, that in no event shall an individual earn Vesting
      Service during a Period of Severance which lasts more than 12 months.

            (d) In the case of an individual who incurs a Severance from Service
      at a time when he has a 0% Vested Interest and who then incurs a Period of
      Severance that equals or exceeds five years, such individual's Period of
      Service completed before such Period of Severance shall be disregarded in
      determining his years of Vesting Service.

            (e) If an individual who has a 100% Vested Interest incurs a
      Severance from Service and subsequently resumes Service as an Eligible
      Employee, all Vesting Service earned prior to such Severance from Service
      shall be restored as of his Reemployment Commencement Date.

            (f) Upon becoming an Eligible Employee, an individual who is a
      former employee of Duke or a Duke Affiliate shall have his prior period of
      employment with Duke or such Duke Affiliate recognized as Vesting Service
      under this Article VII; provided, however, that such individual's
      employment with Duke and all Duke Affiliates must not have terminated more
      than five years prior to the date upon which such individual became an
      Eligible Employee.

      7.5 CASH-OUTS AND FORFEITURES.

            (a) If a Participant incurs a Severance from Service and has a 0%
      Vested Interest, such Participant's nonvested Plan benefit shall become a
      forfeiture as of the date


                                     VII-2
<PAGE>

      of Severance from Service, with such Participant being considered to have
      received a distribution of zero dollars on the date of his Severance from
      Service.

            (b) Paragraph (a) above notwithstanding, the forfeiture that
      occurred pursuant to such Paragraph shall be restored as of the
      Reemployment Commencement Date of such terminated Participant unless the
      Participant's Period of Severance following such Severance from Service
      equaled or exceeded five years.


                                     VII-3
<PAGE>

                                  ARTICLE VIII

                                 DEATH BENEFITS

      8.1 BEFORE ANNUITY STARTING DATE.

            (a) If a married Participant dies while he is an Employee or while
      he is Disabled but prior to his Annuity Starting Date, or if a married
      Participant with a Vested Interest in his Plan benefit dies after his
      Severance from Service but prior to his Annuity Starting Date, the
      Eligible Surviving Spouse of such Participant shall be eligible to receive
      the Participant's Plan benefit payable, at such Eligible Surviving
      Spouse's election, as follows:

                  (1) As a lump sum, subject to Sections 8.3 and 9.2, on the
      first day of any month following the Participant's death (as elected by
      the Eligible Surviving Spouse). If the Eligible Surviving Spouse dies
      prior to the commencement of benefits under this Section, the Plan benefit
      shall be paid in a lump sum to the Eligible Surviving Spouse's designated
      beneficiary or, if none, to the Eligible Surviving Spouse's executor or
      administrator or to such Eligible Surviving Spouse's heirs-at-law if there
      is no administration of such Eligible Surviving Spouse's estate.

                  (2) As a survivor annuity, beginning on the first day of any
      month following the Participant's death (as elected by the Eligible
      Surviving Spouse). If the Eligible Surviving Spouse dies prior to
      commencing benefits under this Section, the Plan benefit shall be paid in
      a lump sum to the Eligible Surviving Spouse's designated beneficiary or,
      if none, to the Eligible Surviving Spouse's executor or administrator or
      to such Eligible Surviving Spouse's heirs-at-law if there is no
      administration of such Eligible Surviving Spouse's estate. The monthly
      benefit paid to such Eligible Surviving Spouse shall be equal to the
      monthly payment amount derived by converting the Participant's Cash
      Balance Accrual as of the date of commencement of payment as described
      above into a single life annuity for the life of such Eligible Surviving
      Spouse.

            (b) If an unmarried Participant dies while he is an Employee or
      while he is Disabled but prior to the commencement of payment of his Plan
      benefit, or if an unmarried Participant with a Vested Interest in his Plan
      benefit dies after his Severance from Service but prior to the
      Participant's Annuity Starting Date, such Participant's Plan benefit shall
      be paid in the form of a lump sum payment to the Participant's beneficiary
      designated in accordance with Section 9.10(b) as soon as administratively
      feasible following the Participant's death but in no event later than one
      year from the date of death. If the Participant's designated beneficiary
      predeceases the Participant, such Participant's Plan benefit shall be paid
      in the form of the lump sum to the Participant's executor or administrator
      or to his heirs-at-law if there is no administration of such Participant's
      estate.

            (c) No benefits shall be paid pursuant to the Plan with respect to a
      Participant other than a Participant who is also an Employee who dies
      without a Vested Interest in his Plan benefit.


                                     VIII-1
<PAGE>

      8.2 DEATH BENEFITS AFTER ANNUITY STARTING DATE. If a Participant dies on
or after his Annuity Starting Date, whether or not payment of his benefit has
actually begun, the only benefit payable pursuant to this Plan shall be that, if
any, provided for his beneficiary pursuant to the form of Article IX benefit he
was receiving or about to receive.

      8.3 CASH-OUT OF DEATH BENEFIT. If a Participant dies prior to his Annuity
Starting Date, his Eligible Surviving Spouse or other beneficiary is entitled to
a death benefit pursuant to this Article and the Actuarially Equivalent present
value of such death benefit is not in excess of $5,000, such present value shall
be paid to such Eligible Surviving Spouse or other beneficiary in a lump sum
payment in lieu of any other benefit herein provided and without regard to the
spousal election requirement of Section 8.1. Any such payment shall be made as
soon as administratively feasible following the Participant's date of death.


                                     VIII-2
<PAGE>

                                   ARTICLE IX

                      TIME AND FORM OF PAYMENT OF BENEFITS

      9.1 TIME OF PAYMENT OF BENEFITS. Except as provided in Article VIII,
payment of benefits under the Plan to a Participant shall commence as of such
Participant's Annuity Starting Date, but the first payment shall be made no
earlier than the expiration of the election period described in Section 9.4(b).
In the event that administrative problems prevent a Participant's Plan benefit
payments to commence upon his Annuity Starting Date, the first Plan benefit
payment made to such Participant shall include all amounts which should
previously have been paid to such Participant plus interest on the delayed Cash
Balance Accrual payment or payments determined with reference to the Interest
Crediting Rate.

      9.2 RESTRICTIONS ON TIME OF PAYMENT OF BENEFITS.

            (a) Plan provisions to the contrary notwithstanding, a Participant's
      Annuity Starting Date shall not occur:

                  (1) Unless such Participant consents (and, if such Participant
      has an Eligible Surviving Spouse, unless such Eligible Surviving Spouse
      consents (with such consent being irrevocable) in accordance with the
      requirements of sections 411 and 417 of the Code and applicable Treasury
      regulations thereunder), prior to such Participant's Normal Retirement
      Date, except that consent of the Participant's Eligible Surviving Spouse
      under this Paragraph (a)(1) shall not be required if the Participant's
      benefit is to be paid in the standard form of benefit described in Section
      9.3;

                  (2) Unless the Participant or former Participant otherwise
      elects, after the 60th day following the close of the Plan Year during
      which such Participant (a) attains, or would have attained, his Normal
      Retirement Date or, if later, (b) incurs a Severance from Service; or

                  (3) At a time or in a manner inconsistent with, and in an
      amount required by, the provisions of section 401(a)(9) of the Code and
      applicable Department of Treasury Regulations thereunder and, in no event,
      after the Participant's or former Participant's Required Beginning Date;
      further, a Participant may not elect to defer the receipt of his benefit
      hereunder to the extent that such deferral creates a death benefit that is
      more than incidental within the meaning of section 401(a)(9)(G) of the
      Code and applicable Treasury regulations thereunder.

            (b) The Committee shall furnish certain information pertinent to a
      Participant's consent under Paragraph (a)(1) to each Participant no less
      than 30 days (unless such 30-day period is waived by an affirmative
      election in accordance with applicable Treasury regulations) and no more
      than 90 days before his Annuity Starting Date, and the furnished
      information shall include a general description of the material features
      of, and an explanation of the relative values of, the alternative forms of
      benefit available under the Plan and must inform the Participant of his
      right to defer his Annuity


                                      IX-1
<PAGE>

      Starting Date and of his Direct Rollover right pursuant to Section 9.7
      below, if applicable.

            (c) Subject to the provisions of Paragraphs (a)(2) and (a)(3), a
      Participant's Annuity Starting Date shall not occur while the Participant
      is employed by the Employer or an Affiliated Company.

            (d) Section 8.1 and Paragraphs (a)(1) and (a)(2) above
      notwithstanding, but subject to the provisions of Paragraph (a)(3) above,
      a Participant, other than a Participant whose Actuarially Equivalent
      present value of his Vested Interest in his Plan benefit is not in excess
      of $5,000, must file a claim for benefits in the manner prescribed by the
      Committee before payment of his benefits will commence.

      9.3 REQUIRED DISTRIBUTIONS AND DISTRIBUTION DEADLINES. Notwithstanding any
other provision of the Plan, all benefits payable under the Plan shall be
distributed, or commence to be distributed, in compliance with the following
provisions:

            (a) REQUIRED DISTRIBUTIONS FOR CERTAIN PERSONS WHO ARE 70 1/2 OR
      OLDER. A Participant's or former Participant's entire Vested Interest in
      his Plan benefit must be distributed to him in a single sum no later than
      his Required Beginning Date, or must be distributed, beginning not later
      than his Required Beginning Date, over the life of the Participant or
      former Participant, or the joint lives of the Participant or former
      Participant and his Section 401(a)(9) Beneficiary, or over a period not
      extending beyond the life expectancy of the Participant or former
      Participant or the joint and last survivor expectancy of the Participant
      or former Participant and his Section 401(a)(9) Beneficiary. The
      distribution required to be made on or before the Participant's or former
      Participant's Required Beginning Date shall be the distribution required
      for his first Distribution Calendar Year. The minimum required
      distribution for other Distribution Calendar Years, including the required
      minimum distribution for the Distribution Calendar Year in which the
      Participant's or former Participant's Required Beginning Date occurs must
      be made on or before December 31 of that Distribution Calendar Year. In
      the case of a benefit payable in a form other than a single sum or an
      annuity purchased from an insurance company, the amount that must be
      distributed for a Distribution Calendar Year is an amount equal to the
      payment that is required for one payment interval as specified in
      paragraphs (b),(c) and (d) of this Section 9.3.

            (b) AMOUNT REQUIRED TO BE DISTRIBUTED BY REQUIRED BEGINNING DATE IN
      THE CASE OF ANNUITY PAYMENTS FROM THE PLAN. The amount that must be
      distributed on or before the Participant's or former Participant's
      Required Beginning Date (or, if the Participant or former Participant dies
      before his Required Beginning Date, the date distributions are required to
      begin under Section 9.3(e)) is the payment that is required for one
      payment interval. The second payment need not be made until the end of the
      next payment interval even if that payment interval ends in the next
      calendar year. Payment intervals are the periods for which payments are
      received, e.g., bi-monthly, monthly, semi-annually, or annually. All of
      the Participant's or former Participant's benefit accruals as of the last
      day of the first Distribution Calendar Year will be included in the


                                      IX-2
<PAGE>

      calculation of the amount of the annuity payments for payment intervals
      ending on or after the participant's required beginning date.

            Any additional benefits accruing to the Participant or former
      Participant in a calendar year after the first Distribution Calendar Year
      will be distributed beginning with the first payment interval ending in
      the calendar year immediately following the calendar year in which such
      amount accrues.

            (c) REQUIREMENTS FOR ANNUITY DISTRIBUTIONS THAT COMMENCE DURING
      PARTICIPANT'S LIFETIME.

                  (1) JOINT LIFE ANNUITIES WHERE THE SECTION 401(A)(9)
      BENEFICIARY IS NOT THE PARTICIPANT'S OR FORMER PARTICIPANT'S SPOUSE. If
      the Participant's or the former Participant's interest is being
      distributed in the form of a joint and survivor annuity for the joint
      lives of the Participant or former Participant and a nonspouse Section
      401(a)(9) Beneficiary, annuity payments to be made on or after the
      Participant's or former Participant's Required Beginning Date to the
      Section 401(a)(9) Beneficiary after the Participant's or former
      Participant's death must not at any time exceed the applicable percentage
      of the annuity payment for such period that would have been payable to the
      Participant or former Participant using the table set forth in Q&A-2 of
      Section 1.401(a)(9)-6T of the Department of Treasury Regulations. If the
      form of distribution combines a joint and survivor annuity for the joint
      lives of the Participant or the former Participant and a nonspouse
      Beneficiary and a period certain annuity, the requirement in the preceding
      sentence will apply to annuity payments to be made to the Section
      401(a)(9) Beneficiary after the expiration of the period certain.

                  (2) PERIOD CERTAIN ANNUITIES. Unless the Participant's or
      former Participant's Spouse is the sole Section 401(a)(9) Beneficiary and
      the form of distribution is a period certain and no life annuity, the
      period certain for an annuity distribution commencing during the
      Participant's or former Participant's lifetime may not exceed the
      applicable distribution period for the Participant or former Participant
      under the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the
      Department of Treasury Regulations for the calendar year that contains the
      Annuity Starting Date. If the Annuity Starting Date precedes the year in
      which the Participant or former Participant reaches age 70, the Applicable
      Distribution Period for the Participant or former Participant is the
      distribution period for age 70 under the Uniform Lifetime Table set forth
      in Section 1.401(a)(9)-9 of the Treasury Regulations plus the excess of 70
      over the age of the Participant or former Participant as of the
      Participant's or former Participant's birthday in the year that contains
      the Annuity Starting Date. If the Participant's or former Participant's
      spouse is the Participant's or former Participant's sole Section 401(a)(9)
      Beneficiary and the form of distribution is a period certain and no life
      annuity, the period certain may not exceed the longer of the Participant's
      or the former Participant's applicable distribution period, as determined
      hereunder, or the joint life and last survivor expectancy of the
      Participant or former Participant and the Participant's or former
      Participant's Spouse as determined under the Joint and Last Survivor Table
      set forth in Section 1.401(a)(9)-9 of the Department of Treasury
      Regulations, using the Participant's or former Participant's and Spouse's
      attained ages as of the Participant's or former


                                      IX-3
<PAGE>

      Participant's and Spouse's birthdays in the calendar year that contains
      the Annuity Starting Date.

            (d) REQUIREMENTS FOR MINIMUM DISTRIBUTIONS WHERE PARTICIPANT DIES
      BEFORE DATE DISTRIBUTIONS BEGIN.

      (A)   PARTICIPANT OR FORMER PARTICIPANT SURVIVED BY SECTION 401(A)(9)
            BENEFICIARY. If the Participant or former Participant dies before
            the date distribution of his interest begins and there is a Section
            401(a)(9) Beneficiary, the Participant's or former Participant's
            entire interest will be distributed, beginning no later than the
            time described in Section 9.3(e), over the life of the Section
            401(a)(9) Beneficiary or over a period certain not exceeding:

            (i)   unless the Annuity Starting Date is before the first
                  Distribution Calendar Year -

                  (a)   if the Section 401(a)(9) Beneficiary is not the
                        Participant's or former Participant's Spouse, the life
                        expectancy of the Section 401(a)(9) Beneficiary
                        determined using the Section 401(a)(9) Beneficiary's age
                        as of the Section 401(a)(9) Beneficiary's birthday in
                        the calendar year immediately following the calendar
                        year of the Participant's or former Participant's death.
                        In subsequent calendar years, the distribution period is
                        reduced by one for each calendar year that has elapsed
                        after the calendar year immediately following the
                        Participant's for former Participant's death.

                  (b)   if the sole Section 401(a)(9) Beneficiary is the
                        Participant's or former Participant's Spouse, such
                        Spouse's life expectancy using such Spouse's birthday
                        for each Distribution Calendar Year after the calendar
                        year of the Participant's or former Participant's death
                        up through the calendar year of such Spouse's death. For
                        calendar years after the calendar year of such Spouse's
                        death, the applicable distribution period is the life
                        expectancy of such Spouse using the age of such Spouse
                        as of such Spouse's birthday in the calendar year of
                        such Spouse's death, reduced by one for each calendar
                        year that has elapsed after the calendar year of such
                        Spouse's death.

            (ii)  if the Annuity Starting Date is before the first Distribution
                  Calendar Year, the life expectancy of the Section 401(a)(9)
                  Beneficiary determined using the Section 401(a)(9)
                  Beneficiary's age as of the Section 401(a)(9) Beneficiary's
                  birthday in the calendar year that contains the Annuity
                  Starting Date.

      (B)   NO SECTION 401(A)(9) BENEFICIARY. If the Participant or former
            Participant dies before the date distributions begin and there is no
            Section 401(a)(9) Beneficiary as of September 30 of the year
            following the year of the Participant's or former


                                      IX-4
<PAGE>

            Participant's death, distribution of the Participant's or former
            Participant's entire Vested Interest in his Plan benefit will be
            completed by December 31 of the calendar year containing the fifth
            anniversary of the Participant's or former Participant's death.

      (C)   DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO SURVIVING SPOUSE
            BEGIN. If the Participant or former Participant dies before the date
            distribution of his or her Vested Interest in his Plan benefit
            begins, the Participant's or former Participant's surviving Spouse
            is the Participant's or former Participant's sole Section 401(a)(9)
            Beneficiary, and the surviving Spouse dies before distributions to
            the surviving Spouse begin, this paragraph (d) will apply as if the
            surviving Spouse were the Participant or former Participant, except
            that the time by which distributions must begin will be determined
            without regard to Section 9.3(e)(1).

            (e) DISTRIBUTION DEADLINE FOR DEATH BENEFIT WHEN PARTICIPANT OR
      FORMER PARTICIPANT DIES BEFORE HIS DISTRIBUTIONS BEGIN. If a Participant
      or former Participant dies before the date distribution of his Vested
      Interest in his Plan benefit begins, his entire Vested Interest in his
      Plan benefit will be distributed, or begin to be distributed, to his
      Section 401(a)(9) Beneficiary no later than as follows:

                  (1) If the Participant's or former Participant's surviving
      Spouse is the Participant's or former Participant's sole Section 401(a)(9)
      Beneficiary, then distributions to the surviving Spouse will begin by
      December 31 of the calendar year immediately following the calendar year
      in which the Participant or former Participant died, or by December 31 of
      the calendar year in which the Participant or former Participant would
      have attained age 70 1/2 , if later.

                  (2) If the Participant's or former Participant's surviving
      Spouse is not the Participant's or former Participant's sole Section
      401(a)(9) Beneficiary and the payment of Plan death benefits to the
      Section 401(a)(9) Beneficiary will not be in the form of a single sum or a
      commercial annuity, then distributions to the Section 401(a)(9)
      Beneficiary will begin by December 31 of the calendar year immediately
      following the calendar year in which the Participant or former Participant
      died.

                  (3) If the Participant's or former Participant's surviving
      Spouse is the Participant's or former Participant's sole Section 401(a)(9)
      Beneficiary, and the payment of a Plan death benefit to the Section
      401(a)(9) Beneficiary will be in the form of a single sum, then the
      Participant's or former Participant's entire Vested Interest in his Plan
      benefit will be distributed by December 31 of the calendar year containing
      the fifth anniversary of the Participant's or former Participant's death.

                  (4) If there is no Section 401(a)(9) Beneficiary as of
      September 30 of the calendar year following the calendar year of the
      Participant's or former Participant's death, then the Participant's or
      former Participant's entire Vested Interest in his Plan benefit will be
      distributed by December 31 of the calendar year containing the fifth
      anniversary of the Participant's or former Participant's death.


                                      IX-5
<PAGE>

                  (5) If the Participant's or former Participant's surviving
      Spouse is the Participant's or former Participant's sole Section 401(a)(9)
      Beneficiary and the surviving Spouse dies after the Participant or former
      Participant but before distributions to the surviving Spouse begin, this
      Section 9.3(e), other than Section 9.3(e)(1), will apply as if the
      surviving Spouse were the Participant.

            For purposes of this Section 9.3(e) and Section 9.3(d),
      distributions are considered to begin on the Participant's or former
      Participant's Required Beginning Date (or, if Section 9.3(e)(4) applies,
      the date distributions are required to begin to the surviving Spouse under
      Section 9.3(e)(1)). If annuity payments irrevocably commence to the
      Participant or former Participant before the Participant's or former
      Participant's required Beginning Date (or to the Participant's or former
      Participant's surviving Spouse before the date distributions are required
      to begin to the surviving Spouse under Section 9.3(e)(1)), the date
      distributions are considered to begin is the date distributions actually
      commence.

            (f) DISTRIBUTION OF DEATH BENEFIT WHEN PARTICIPANT OR FORMER
      PARTICIPANT DIES ON OR AFTER HIS REQUIRED BEGINNING DATE. If a Participant
      or former Participant dies on or after his Required Beginning Date, his
      Plan benefit must be distributed to his Section 401(a)(9) Beneficiary at
      least as rapidly as the method of payment of minimum required
      distributions being used as of the date of his death.

            (g) LIMITATIONS ON DEATH BENEFITS. Benefits payable under the Plan
      shall not be provided in any form that would cause a Participant's death
      benefit to be more than incidental. Any distribution required to satisfy
      the incidental benefit requirement shall be considered a required
      distribution for purposes of section 401(a)(9) of the Code.

            (h) GENERAL ANNUITY REQUIREMENTS. If the Participant's or former
      Participant's Vested Interest in his Plan benefit is paid in the form of
      annuity distributions under the Plan, payments under the annuity will
      satisfy the following requirements:

                  (1) the annuity distributions will be paid in periodic
      payments made at intervals not longer than one year;

                  (2) the distribution period will be over a life (or lives) or
      over a period certain not longer than the period described in Section
      9.3(d) or 9.3(e);

                  (3) once payments have begun over a period certain, the period
      certain will not be changed even if the period certain is shorter than the
      maximum permitted;

                  (4) payments will either be nonincreasing or increase only as
      follows:

                        (a) by an annual percentage increase that does not
                  exceed the annual percentage increase in a cost-of-living
                  index that is based on prices of all items and issued by the
                  Bureau of Labor Statistics;

                        (b) to the extent of the reduction in the amount of the
                  Participant's or former Participant's payments to provide for
                  a survivor


                                      IX-6
<PAGE>

                  benefit upon death, but only if the Section 401(a)(9)
                  Beneficiary whose life was being used to determine the
                  distribution period described in Section 9.3(c) dies or is no
                  longer the Participant's or former Participant's Beneficiary
                  pursuant to a Qualified Domestic Relations Order;

                        (c) to provide cash refunds of employee contributions
                  upon the Participant's or former Participant's death; or

                        (d) to pay increased benefits that result from a Plan
                  amendment.

            (i) REQUIREMENTS IN THE CASE OF A COMMERCIAL ANNUITY. If a
      Participant's or former Participant's Vested Interest in his Plan benefit
      is distributed in the form of an annuity purchased from an insurance
      company, distributions under the annuity contract will be made in
      accordance with the requirements of section 401(a)(9) of the Code and
      Department of Treasury Regulations.

            (j) COMPLIANCE WITH SECTION 401(A)(9). All distributions under the
      Plan will be made in accordance with the requirements of section 401(a)(9)
      of the Code and all Regulations promulgated thereunder, including,
      effective January 1, 2001, until January 1, 2003, Regulations that were
      proposed in January of 2001 but not including Regulations that were
      proposed prior to January of 2001; and including, effective January 1,
      2003, the Final Section 401(a)(9) Regulations, including sections
      1.401(a)(9)-1 through 1.401(a)(9)-9 of the Final Section 401(a)(9)
      Regulations. The provisions of the Plan reflecting section 401(a)(9) of
      the Code override any distribution options in the Plan inconsistent with
      section 401(a)(9) of the Code.

            (k) COMPLIANCE WITH SECTION 401(A)(14). Unless the Participant or
      former Participant otherwise elects, the payment of benefits under the
      Plan to the Participant or former Participant will begin not later than
      the 60th day after the close of the Plan Year in which occurs the latest
      of (a) the date on which the Participant or former Participant attains the
      later of age 62 or Retirement Age, (b) the tenth anniversary of the year
      in which the Participant or former Participant commenced participation in
      the Plan, or (c) the Participant's or former Participant's Separation From
      Service.

      9.4 STANDARD FORM OF BENEFIT FOR PARTICIPANTS. For purposes of Article V,
VI, or VII, the standard form of benefit for any Participant who is married on
his Annuity Starting Date shall be a joint and survivor annuity. Such joint and
survivor annuity shall be an annuity which is payable for the life of the
Participant with a survivor annuity for the life of the Participant's Eligible
Surviving Spouse that shall be one-half of the amount of the annuity payable
during the joint lives of the Participant and the Eligible Surviving Spouse. The
standard form of benefit for any Participant who is not married on his Annuity
Starting Date shall be an annuity which is payable for the life of such
Participant.


                                      IX-7
<PAGE>

      9.5 ELECTION NOT TO TAKE STANDARD FORM OF BENEFIT.

            (a) Subject to Paragraph (c) below, any Participant who would
      otherwise receive the standard form of benefit described in Section 9.4
      may elect not to take his benefit in such form by executing the benefit
      election form prescribed by the Committee during the election period
      described in Paragraph (b) below. Any election may be revoked and
      subsequent elections may be made or revoked at any time during such
      election period.

            (b) The Committee shall furnish certain information pertinent to
      this Section 9.5 election to each Participant no less than 30 days before
      the end of the election period described below (unless such 30-day period
      is waived by an affirmative election in accordance with the Code and
      applicable Treasury regulations) and no more than 90 days before his
      Annuity Starting Date. The furnished information shall be written in
      nontechnical language and shall include an explanation of (1) the terms
      and conditions of the standard form of benefit, (2) such Participant's
      right to make an election not to take his benefit in the standard form and
      the effect of such an election, (3) the rights of such Participant's
      Eligible Surviving Spouse, if any, (4) the right to revoke any such
      election and the effect of such revocation, (5) a general description of
      the eligibility conditions and other material features of the alternative
      forms of benefit available pursuant to Section 9.6, and (6) sufficient
      additional information to explain the relative values of such alternative
      forms of benefit. The period of time during which a Participant may make
      or revoke the election described in this Section shall be the 90-day
      period ending on the later of such Participant's Annuity Starting Date or
      the thirtieth day after the information required by this Paragraph has
      been furnished to the Participant; provided, however, that a Participant
      may affirmatively elect (with spousal consent if required by Paragraph
      (c)) to waive the requirement that such information be provided at least
      30 days before the end of the election period so long as the election
      period does not end, and the Participant's benefit hereunder does not
      commence, until at least eight days after the information required by this
      Paragraph has been furnished to the Participant. In the event of such
      waiver, the election period shall end on the later of the date of the
      waiver or the eighth day after the information required by this Paragraph
      has been furnished to the Participant, and payment of the Participant's
      benefit shall commence as soon as administratively feasible thereafter.

            (c) Notwithstanding anything to the contrary herein, an election by
      a married Participant not to receive his benefit in the standard form as
      provided in Section 9.4 shall not be effective unless (1) such
      Participant's Eligible Surviving Spouse has consented thereto in writing
      (including consent to the specific benefit form elected, if any, which
      election may not subsequently be changed by the Participant without
      spousal consent) and such consent acknowledges the effect of such election
      and is witnessed by a Plan representative (other than the Participant) or
      a notary public, or (2) the consent of such spouse cannot be obtained
      because such Eligible Surviving Spouse cannot be located or because of
      other circumstances described by applicable Treasury regulations.


                                      IX-8
<PAGE>

      9.6 ALTERNATIVE FORMS OF BENEFIT. For purposes of Article V, VI, or VII,
the benefit for any Participant who has elected pursuant to Section 9.4 not to
receive his benefit in the standard form set forth in Section 9.3 shall be paid
in one of the following actuarially equivalent alternative forms to be selected
by such Participant prior to his Annuity Starting Date; provided, however, that
the period and method of payment of any such form shall be in compliance with
the provisions of section 401(a)(9) of the Code and applicable Treasury
regulations thereunder:

            (a) If such Participant is married, a single life annuity for the
      life of such Participant.

            (b) If such Participant is married, an annuity for the joint lives
      of the Participant and his Eligible Surviving Spouse providing 100%
      survivor benefits to such Eligible Surviving Spouse.

            (c) A single lump sum cash payment.

      9.7 CASH-OUT OF ACCRUED BENEFIT. If a Participant incurs a Severance from
Service and the Actuarially Equivalent present value of his Vested Interest in
his Plan benefit (expressed in the form of a single life annuity commencing at
the Participant's Normal Retirement Date) is not in excess of $5,000, such
present value shall be paid to such terminated Participant in lieu of any other
benefit herein provided and without regard to Section 9.4 and the election and
spousal consent requirements of Section 9.5. Any such payment shall be made as
soon as administratively feasible following such Participant's Severance from
Service or, if later, the date the Participant's Vested Interest in such Plan
benefit ceases to have a present value of more than $5,000. The provisions of
this Section 9.7 shall not be applicable to a Participant following his Annuity
Starting Date.

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


                                      IX-9
<PAGE>

      9.9 SPECIAL DISTRIBUTION LIMITATIONS.

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

                  (1) "BENEFIT" of a Participant includes (A) loans from the
      Plan in excess of the amounts set forth in section 72(p)(2)(A) of the
      Code, (B) any periodic income from the Plan, (C) any Plan withdrawal
      values payable to a living Participant, and (D) any death benefits from
      the Plan not provided for by insurance on the Participant's life.

                  (2) "CURRENT PLAN LIABILITIES" means with respect to a Plan
      Year the amount described in section 412(l)(7) of the Code for such Plan
      Year.

                  (3) "RESTRICTED PARTICIPANT" includes with respect to a Plan
      Year any Participant who during such Plan Year is (A) either a Highly
      Compensated Employee, or a "highly compensated former employee," as such
      term is defined in section 414(q)(9) of the Code, and (B) is one of the 25
      most highly compensated nonexcludable employees and former employees, as
      defined in Treasury regulation section 1.401(a)(4)-12, based on
      compensation, within the meaning of section 414(s) of the Code, received
      from the Employer and Affiliated Companies in the current or any other
      Plan Year.

            (b) Subject to the provisions of Paragraph (c), the annual payments
      from the Plan to a Restricted Participant for a Plan Year may not exceed
      an amount equal to the annual payments that would be made on behalf of
      such Restricted Participant under (1) a single life annuity that is the
      Actuarial Equivalent of the sum of (A) the Restricted Participant's
      Accrued Benefit and (B) the Restricted Participant's Benefit under the
      Plan other than his Accrued Benefit and any Social Security supplement
      provided by the Plan and (2) any Social Security supplement provided by
      the Plan.

            (c) The provisions of Paragraph (b) shall not apply if (1) after
      payment to a Restricted Participant of his Benefit, the value of the
      assets of the Trust equals or exceeds 110% of the value of Current Plan
      Liabilities, (2) the value of the Restricted Participant's Benefit is less
      than 1% of the value of Current Plan Liabilities before payment of the
      Restricted Participant's Benefit, or (3) the present value of the
      Restricted Participant's Benefit does not (and at the time of any prior
      distribution did not) exceed $5,000.

      9.10 CESSATION OF CERTAIN PAYMENTS IF LIQUIDITY SHORTFALL. Plan provisions
to the contrary notwithstanding, no payment in excess of a life annuity payment
as described in section 401(a)(32)(B) of the Code shall be made during any
period that the Plan has a "liquidity shortfall" (as defined in section
412(m)(5) of the Code).

      9.11 BENEFICIARIES.

            (a) Subject to the restrictions of Sections 9.4 and 9.5, each
      Participant shall have the right to designate the beneficiary or
      beneficiaries to receive any continuing payments in the event such
      Participant's benefit is payable in a form whereby payments could continue
      beyond such Participant's death. Each such designation shall be made on


                                     IX-10
<PAGE>

      the form prescribed by the Committee and shall be filed with the
      Committee. Any such designation may be changed at any time by such
      Participant by execution of a new designation form and filing such form
      with the Committee. If no such designation of beneficiary for a benefit
      payable in a form containing a term certain is on file with the Committee
      at the time of the death of the Participant or if such designation is not
      effective for any reason as determined by the Committee, then the
      designated beneficiary or beneficiaries to receive such continuing
      payments for the remainder of such term certain shall be as follows:

                  (1) If a Participant leaves a surviving spouse, any such
      continuing payments shall be paid to such surviving spouse;

                  (2) If a Participant leaves no surviving spouse, any such
      continuing payments shall be paid to such Participant's executor or
      administrator or to his heirs-at- law if there is no administration of
      such Participant's estate.

            (b) Each Participant shall have the right to designate the
      beneficiary or beneficiaries to receive any benefit payable with respect
      to such Participant pursuant to Section 8.1(b). Each such designation
      shall be made on the form prescribed by the Committee and shall be filed
      with the Committee. Any such designation may be changed at any time by
      executing a new designation and filing same with the Committee. If no such
      designation is on file with the Committee at the time of the death of the
      Participant or such designation is not effective for any reason as
      determined by the Committee, then the designated beneficiary or
      beneficiaries to receive such continuing payments shall be paid to such
      Participant's executor or administrator or to his heirs-at-law if there is
      no administration of such Participant's estate.

      9.12 REEMPLOYMENT OF PARTICIPANTS.

            (a) Upon reemployment of a Participant who had previously incurred a
      Severance from Service, payment of his Cash Balance Accrual shall be made,
      commence or continue, as applicable, as if such reemployment had not
      occurred. Subject to Section 4.4(b), upon a Severance from Service of any
      Participant's reemployment, such Participant shall be entitled to a second
      Cash Balance Accrual from the Plan based on credits to his Cash Balance
      Accrual made pursuant to Section 4.2 for the period of his reemployment
      which shall be computed without regard to his Cash Balance Accrual based
      upon credits pursuant to Section 4.2 for his prior period of employment.

            (b) With respect to a Participant who is covered by this Section
      9.12, (1) if such Participant's original Annuity Starting Date occurred
      prior to his Normal Retirement Date, the Participant's original Annuity
      Starting Date and any elections and consents made pursuant to the
      provisions of Section 9.4 for such original Annuity Starting Date shall
      not apply to any additional benefits accrued during the Participant's
      period of reemployment and the commencement of such additional benefit
      payments shall be considered a new Annuity Starting Date with respect to
      such payments or (2) if such Participant's original Annuity Starting Date
      occurred on or after his Normal Retirement Date, the Participant's
      original Annuity Starting Date and any elections and consents


                                     IX-11
<PAGE>

      made pursuant to the provisions of Section 9.5 for such original Annuity
      Starting Date shall also apply to any additional benefits accrued during
      the Participant's period of reemployment.

      9.13 ACTUARIAL EQUIVALENCY. With respect to any benefit payable pursuant
to the Plan, whichever form of payment is selected, the value of such benefit
shall be the Actuarial Equivalent of the Plan benefit to which the particular
Participant is entitled.

      9.14 COMMERCIAL ANNUITIES. At the direction of the Committee, the Trustee
may pay any form of benefit provided hereunder other than a lump sum or a Direct
Rollover pursuant to Section 9.8 by the purchase of a commercial annuity
contract and the distribution of such contract to the Participant or
beneficiary. Thereupon, the Plan shall have no further liability with respect to
the amount used to purchase the annuity contract and such Participant or
beneficiary shall look solely to the company issuing such contract for such
annuity payments. All certificates for commercial annuity benefits shall be
nontransferable, except for surrender to the issuing company, and no benefit
thereunder may be sold, assigned, discounted, or pledged (other than as
collateral for a loan from the company issuing same). Notwithstanding the
foregoing, the terms of any such commercial annuity contract shall conform with
the time of payment, form of payment, and consent provisions of Articles VIII
and IX.

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

      9.16 CLAIMS PROCEDURES.

            (a) CLAIMS DETERMINATION PROCEDURE. When a benefit is due, the
      Participant, former Participant, or Beneficiary (collectively referred to
      as "Claimant") should submit a claim to the office designated by the
      Committee to receive claims. Under normal circumstances, the Committee
      shall notify the Claimant of any claims denial (wholly or partially)
      within 90 days after receipt of the claim (without regard to whether all
      the information necessary to make the benefit determination accompanies
      the filing). The Committee may unilaterally extend the initial 90-day
      claims determination period up to an additional 90-days, if the Committee
      determines that special circumstances exist requiring additional time for
      processing the claim. If the initial claims determination period is
      extended by the unilateral action of the Committee, the Committee shall,
      prior to the expiration of the initial 90-day claims determination period,
      notify the Claimant in writing of the extension. The written notice of
      extension shall identify the special circumstances necessitating the
      extension and provide the anticipated date for the final decision.

            The Committee shall notify the Claimant of any claims denial in
      writing. The notification must be calculated to be understood by the
      Claimant and must include: the specific reasons for the denial; the Plan
      provisions upon which the denial is based; a description of any additional
      material or information necessary for the claimant to perfect


                                     IX-12
<PAGE>

      the claim and an explanation of why such material or information is
      necessary; and a description of the Plan's review procedures and time
      limits, including a statement of the Claimant's right to bring a civil
      action under section 502(a) of ERISA following an adverse benefit
      determination on review.

            If a decision is not given to the Claimant within the claims review
      period, the claim is treated as if it were denied on the last day of the
      claims review period.

            (b) CLAIMS APPEAL PROCEDURE. If a Claimant's claim for benefits is
      denied (in whole or in part), he is entitled to a full and fair review of
      that denial. The Claimant shall have 60 days from the receipt of any
      adverse claim determination to appeal the denial. If the Claimant does not
      file an appeal within 60 days of the adverse claim determination, such
      denial becomes final. The Claimant shall be afforded an opportunity to
      submit written comments, documents, records, and other information
      relating to the claim for benefits to the reviewing fiduciary. In
      addition, the claimant shall be entitled to receive upon request and free
      of charge reasonable access to and copies of all information relevant to
      the claim. For this purpose, "relevant" means information that was relied
      on in making the benefit determination or that was submitted, considered
      or generated in the course of making the determination, without regard to
      whether it was relied on, and information that demonstrates compliance
      with the Plan's administrative procedures and safeguards for assuring and
      verifying that Plan provisions are applied consistently in making benefit
      determinations.

            The Committee must take into account all comments, documents,
      records, and other information submitted by the Claimant relating to the
      claim, without regard to whether the information was submitted or
      considered in the initial benefit determination. The Claimant may either
      represent himself or appoint a representative, either of whom has the
      right to inspect all documents pertaining to the claim and its denial. The
      Committee may schedule any meeting with the Claimant or his representative
      that it finds necessary or appropriate to complete its review.

            Upon completing its review of the benefit claim denial within the
      relevant appeals determination period, the Committee shall provide the
      Claimant with a written notice of its benefit determination. The notice
      shall set forth the specific reasons for its action, the Plan provisions
      on which its decision is based, and a statement that the claimant is
      entitled to receive, upon request and free of charge, reasonable access
      to, and copies of, all documents, records, and other information relevant
      to the Claimant's claim for benefits, and a statement of the Claimant's
      right to bring an action under section 502(a) of ERISA If a decision is
      not given to the claimant within the review period, the claim is treated
      as if it were denied on the last day of the review period.

            (c) APPEAL DETERMINATION PERIOD WHERE NO REGULARLY SCHEDULED
      ADMINISTRATIVE MEETINGS. If a timely request is made, the Committee shall
      notify the Claimant of the determination upon review within 60 days after
      receipt of the request for review (without regard to whether all the
      information necessary to make the benefit determination accompanies the
      filing). The Committee may unilaterally extend the initial 60-day review
      period by a period not to exceed an additional 60 days, if the Committee


                                     IX-13
<PAGE>

      determines that special circumstances exist requiring additional time for
      reviewing the claim. If the initial review period is extended by the
      unilateral action of the Committee, the Committee shall, prior to the
      expiration of the initial 60 day review period, notify the Claimant in
      writing of the extension. The written notice of extension shall identify
      the special circumstances necessitating the extension and provide the
      anticipated date by which the Plan expects to render the determination on
      review.

            (d) APPEAL DETERMINATION PERIOD WHERE REGULARLY SCHEDULED
      ADMINISTRATIVE MEETINGS. If the Committee holds regularly scheduled
      meetings (at least quarterly), the above 60-day review period (with
      extensions) shall not apply. In that event, the Committee shall make
      benefit determinations no later than the date of the Committee meeting
      that immediately follows the Committee's receipt of a request for review,
      unless the request for review is received within 30 days before the date
      of such meeting. If the request for review is received within 30 days of
      the next Committee meeting, the review of the benefit determination shall
      be made no later than the date of the second Committee meeting following
      the receipt of the request for review. In addition, the Committee may
      unilaterally extend the review period to the date of the Committee meeting
      immediately following the initial review period if the Committee
      determines that special circumstances exist requiring additional time for
      reviewing the claim. If the initial review period is extended by the
      unilateral action of the Committee, the Committee shall, prior to the
      expiration of the initial review period, notify the Claimant in writing of
      the extension. The written notice of extension shall identify the special
      circumstances necessitating the extension and provide the anticipated date
      by which the Plan expects to render the determination on review. The
      Committee shall notify the Claimant of its determination no later than
      five days after rendering the determination.


                                     IX-14
<PAGE>

                                   ARTICLE X

                             LIMITATIONS ON BENEFITS

      10.1 GENERAL LIMITATIONS. Contrary Plan provisions notwithstanding, the
benefit of a Participant under the Plan shall not exceed the maximum benefit
permitted pursuant to section 415(b) of the Code (as adjusted in accordance with
the provisions of section 415(d) of the Code). In addition, for purposes of
section 415(b) of the Code, if a Participant elects to receive his benefit in an
alternate form pursuant to Section 9.5(b), such form of benefit shall be treated
as a qualified joint and survivor annuity and accordingly shall not be required
to be adjusted to a straight life annuity calculated using the actuarial
assumptions in section 415(b)(2)(E) of the Code. The provisions of the Treasury
regulations promulgated under section 415 of the Code that may not be applied in
more than one manner are hereby incorporated by reference and shall control over
any Plan provision to the contrary.

      10.2 COMBINING PLANS. For purposes of determining whether the Plan benefit
of a Participant exceeds the limitations provided in this Section, all defined
benefit plans of the Employer and Affiliated Companies are to be treated as one
defined benefit plan. For purposes of this Paragraph only, an "Affiliated
Company" (other than an affiliated service group member within the meaning of
section 414(m) of the Code) shall be determined by application of a more than
50% control standard in lieu of an 80% control standard.

      10.3 LIMITATION YEAR. For purposes of this Article, the "limitation year"
(as that term is defined in Treasury regulation section 1.415-2(b)) shall be the
Plan Year.


                                      X-1
<PAGE>

                                   ARTICLE XI

                                     FUNDING

      11.1 NO CONTRIBUTIONS BY PARTICIPANTS. The Plan is to be funded solely
from contributions by the Employer, and Participants are neither required nor
permitted to make contributions to this Plan.

      11.2 EMPLOYER CONTRIBUTIONS. The Employer, acting under the advice of the
actuary for the Plan, intends but does not guarantee to make contributions to
the Trust in such amount and at such times as are required to maintain the Plan
and Trust for its Employees in compliance with the provisions of section 412 of
the Code. All contributions made by the Employer to the Trust shall be used to
fund benefits under the Plan or to pay expenses of the Plan and Trust and shall
be irrevocable, except as otherwise provided in Sections 11.5 and 17.2(c).

      11.3 FORFEITURES. All forfeitures arising under the Plan will be applied
to reduce the Employer's contributions thereunder and shall not be used to
increase the benefits any Participant would otherwise receive under the Plan at
any time prior to termination of the Plan.

      11.4 PAYMENTS TO TRUSTEE. The Employer's contributions shall be paid
directly to the Trustee. On or about the date of any such payment, the Committee
shall be informed as to the amount of such payment.

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


                                      XI-1
<PAGE>

                                  ARTICLE XII

                           ADMINISTRATION OF THE PLAN

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

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

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

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

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


                                     XII-1
<PAGE>

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

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

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

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

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

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

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

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

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

            (h) To issue directions to the Trustee concerning all benefits that
      are to be paid from the Trust Fund pursuant to the provisions of the Plan;
      and

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

      12.8 THIRD PARTY ADMINISTRATIVE SERVICES. Notwithstanding any provision of
the Plan or the Trust Agreement to the contrary, the Board may, in its
discretion, engage any individual or entity (which is not an employee or a
subsidiary of the Company) to perform administrative services with respect to
the Plan ("Third-Party Administrative Services"). In the


                                     XII-2
<PAGE>

event that the Board engages any individual or entity to perform Third-Party
Administrative Services, then notwithstanding any provision of the Plan to the
contrary, the Board, and not the Committee, shall be fully responsible and
accountable for selecting, credentialing, overseeing and monitoring each
provider of Third-Party Administrative Services, including without limitation,
evaluating the performance of such service provider, determining whether the
fees charged are reasonable, and removing or replacing such service provider, as
the Board deems to be necessary or appropriate in its discretion without any
requirement to consult with the Committee (which shall have no duty or
responsibility with respect to such matters under the terms and provisions of
the Plan).

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

      12.10 INDEMNIFICATION. The Company shall indemnify and hold harmless each
member of the Committee and each Employee who is a delegate of the Committee
against any and all expenses and liabilities arising out of his administrative
functions or fiduciary responsibilities, including any expenses and liabilities
that are caused by or result from an act or omission constituting the negligence
of such individual in the performance of such functions or responsibilities, but
excluding expenses and liabilities that are caused by or result from such
individual's own gross negligence or willful misconduct. Expenses against which
such individual shall be indemnified hereunder shall include, without
limitation, the amounts of any settlement or judgment, costs, counsel fees, and
related charges reasonably incurred in connection with a claim asserted or a
proceeding brought or settlement thereof.


                                     XII-3
<PAGE>

                                  ARTICLE XIII

                    TRUSTEE AND ADMINISTRATION OF TRUST FUND

      13.1 APPOINTMENT, RESIGNATION, REMOVAL, AND REPLACEMENT OF TRUSTEE. The
Trustee shall be appointed, removed, and replaced by and in the sole discretion
of the Board. The Trustee shall be the "named fiduciary" with respect to
investment of the Trust Fund's assets. No Trustee shall be required to furnish
any bond or security for the performance of its powers and duties unless the
applicable law makes the furnishing of such bond or security mandatory.

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

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

      13.4 TRUST FUND PROPERTY.

            (a) All contributions heretofore made and hereafter made under this
      Plan shall be paid to the Trustee and shall be held, invested, and
      reinvested by the Trustee. All property and funds of the Trust Fund,
      including income from investments and from all other sources, shall be
      retained for the exclusive benefit of Participants, as provided in the
      Plan, and shall be used to pay benefits to Participants or their
      beneficiaries, or to pay expenses of administration of the Plan and Trust
      Fund to the extent not paid by the Employer.

            (b) No Participant shall have any title to any specific asset in the
      Trust Fund. No Participant shall have any right to, or interest in, any
      assets of the Trust Fund upon his Severance from Service or otherwise,
      except as provided from time to time under this


                                     XIII-1
<PAGE>

      Plan, and then only to the extent of the benefits payable to such
      Participant out of the assets of the Trust Fund.

      13.5 AUTHORIZATION OF BENEFIT PAYMENTS. The Committee shall issue
directions to the Trustee concerning all benefits which are to be paid from the
Trust Fund pursuant to the provisions of the Plan. All distributions hereunder
shall be made in cash or in the form of a commercial annuity contract.

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

      13.7 NO BENEFITS TO THE EMPLOYER. Except as provided in Sections 11.5 and
17.2(c), no part of the corpus or income of the Trust Fund shall be used for any
purpose other than the exclusive purpose of providing benefits for the
Participants and their beneficiaries and of defraying reasonable expenses of
administering the Plan and Trust. Anything to the contrary herein
notwithstanding, the Plan shall not be construed to vest any rights in the
Employer other than those specifically given hereunder.


                                     XIII-2
<PAGE>

                                  ARTICLE XIV

                              FIDUCIARY PROVISIONS

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

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

      14.3 FIDUCIARY DUTY.

            (a) Each fiduciary under the Plan, including but not limited to the
      Committee and the Trustee as "named fiduciaries," shall discharge his
      duties and responsibilities with respect to the Plan:

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

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

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

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

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

            (c) No fiduciary shall permit a "prohibited payment" (as defined in
      section 206(e)(2) of the Act) to be made from the Plan or Trust during a
      period in which the Plan has a "liquidity shortfall" (as defined in
      section 302(e)(5) of the Act).


                                     XIV-1
<PAGE>

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

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

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

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

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


                                     XIV-2
<PAGE>

                                   ARTICLE XV

                               ADOPTING EMPLOYERS

      15.1 APPROVAL OF THE BOARD. It is contemplated certain of the Affiliated
Companies may adopt this Plan and thereby become Employers hereunder. By
appropriate action of its board of directors or noncorporate counterpart, any
such Affiliated Company, whether or not presently existing, may become, upon
approval of the Board, a party hereto.

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

      15.3 AMENDMENTS, TERMINATION AND APPOINTMENT OF COMMITTEE AND TRUSTEE. The
power to appoint or otherwise affect the Committee or the Trustee and the power
to amend the Plan and Trust Agreement or to terminate the Plan shall be
exercised by the Board alone. Nevertheless, any Employer may, with the consent
of the Board, incorporate in its adoption agreement or in an amendment document
specific provisions relating to the operation of the Plan, and such provisions
shall become a part of the Plan as to such Employer only.

      15.4 TRANSFERS AMONG EMPLOYERS. Transfer of employment among Employers and
Affiliated Companies shall not be considered a Severance from Service hereunder,
and an Hour of Service or Service with one Employer or Affiliated Company shall
be considered as an Hour of Service or Service with all other Employers and
Affiliated Companies. If a Participant participates in the Plan while employed
by more than one Employer or Affiliated Company (or a combination thereof), the
costs of providing that portion of the benefits payable to or on behalf of such
Participant shall be apportioned among the Employers and/or Affiliated Companies
based upon the Creditable Service and Compensation applicable to such
employment, as determined by the actuary for the Plan.

      15.5 TERMINATION OF PARTICIPATION. Any Employer may, by appropriate action
of its board of directors or noncorporate counterpart, terminate its
participation in the Plan. Moreover, the Board may, in its discretion, terminate
an Employer's Plan participation at any time. In addition, unless otherwise
provided by the Board, an Employer shall terminate its participation in the Plan
effective as of the date such Employer ceases to be an Affiliated Company.

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


                                      XV-1
<PAGE>

                                  ARTICLE XVI

                                   AMENDMENTS

      16.1 RIGHT TO AMEND. Subject to Section 16.2 and any other limitations
contained in the Act or the Code, the Board may from time to time amend, in
whole or in part, any or all provisions of the Plan on behalf of all Employers.
Specifically, but not by way of limitation, the Board may make any amendment
necessary to acquire and maintain a qualified status for the Plan under the
Code, whether or not retroactive.

      16.2 LIMITATIONS ON AMENDMENTS. No amendment of the Plan may be made that
would vest in the Employer, directly or indirectly, any interest in or control
of the Trust Fund. No amendment shall be made that would vary the Plan's
exclusive purpose of providing benefits to Participants and their beneficiaries
and defraying reasonable expenses of administering the Plan or that would permit
the diversion of any part of the Trust Fund from that exclusive purpose. No
amendment shall be made that would reduce any then nonforfeitable interest of a
Participant. No amendment shall increase the duties or responsibilities of the
Trustee unless the Trustee consents thereto in writing. No amendment shall be
made that will increase liabilities under the Plan for any Employer while such
Employer is a debtor in bankruptcy under title 11, United States Code, or
similar federal or state law if (a) such increased liabilities result from (1)
any increase in benefits, (2) any change in the accrual of benefits, or (3) any
change in the rate at which benefits become nonforfeitable under the Plan, with
respect to Employees of such Employer, and (b) such amendment is effective prior
to the effective date of such Employer's plan of reorganization.


                                      XVI-1
<PAGE>

                                  ARTICLE XVII

          TERMINATION, PARTIAL TERMINATION, AND MERGER OR CONSOLIDATION

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

      17.2 PROCEDURE IN THE EVENT OF TERMINATION OR PARTIAL TERMINATION.

            (a) If the Plan is terminated or partially terminated, the Vested
      Interest of each affected Participant shall be 100%, effective as of the
      termination date or the partial termination date, as applicable.

            (b) Upon termination of the Plan, the affected assets of the Trust
      Fund shall be liquidated and distributed in accordance with section 4044
      of the Act and the time of payment, form of payment, and consent
      provisions of Articles VIII and IX.

            (c) Upon termination of the Plan and notwithstanding any other
      provisions of the Plan, after the satisfaction of all liabilities of the
      Plan to the affected Participants and beneficiaries, the Employer shall
      receive any remaining amount resulting from any variations between actual
      requirements and actuarially expected requirements.

            (d) Upon termination of the Plan and notwithstanding any other
      provisions of the Plan, the Plan termination benefit of any Highly
      Compensated Employee, and any "highly compensated former employee," as
      such term is defined in section 414(q)(9) of the Code, shall be limited to
      a benefit that is nondiscriminatory under section 401(a)(4) of the Code
      and regulations promulgated thereunder.

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


                                     XVII-1
<PAGE>

                                  ARTICLE XVIII

                            MISCELLANEOUS PROVISIONS

      18.1 NOT CONTRACT OF EMPLOYMENT. The adoption and maintenance of the Plan
shall not be deemed to be, either a contract between the Employer and any person
or consideration for the employment of any person. Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of the
Employer or to restrict the right of the Employer to discharge any person at any
time nor shall the Plan be deemed to give the Employer the right to require any
person to remain in the employ of the Employer or to restrict any person's right
to terminate his employment at any time.

      18.2 ALIENATION OF INTEREST FORBIDDEN. Except as otherwise provided with
respect to "qualified domestic relations orders" and certain judgments and
settlements pursuant to section 206(d) of the Act and sections 401(a)(13) and
414(p) of the Code, and except as otherwise provided under other applicable law,
no right or interest of any kind in any benefit shall be transferable or
assignable by any Participant or any beneficiary or be subject to anticipation,
adjustment, alienation, encumbrance, garnishment, attachment, execution, or levy
of any kind. Plan provisions to the contrary notwithstanding, the Committee
shall comply with the terms and provisions of any "qualified domestic relations
order" and shall establish appropriate procedures to effect the same; provided,
however, except as required by applicable law, an alternate payee under a
qualified domestic relations order shall not have a right to commence receipt of
benefits payments from the Plan at a time earlier than the Participant from
whose Plan benefit the assignment is made could have commenced receipt of such
assigned Plan benefit.

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

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

      18.5 PARTICIPANT'S AND BENEFICIARY'S ADDRESSES. It shall be the
affirmative duty of each Participant to inform the Committee of, and to keep on
file with the Committee, his current mailing address and the current mailing
address of his designated beneficiary. If a Participant fails to keep the
Committee informed of his current mailing address and the current mailing
address of his designated beneficiary, neither the Committee, the Trustee, the
Employer, nor any


                                    XVIII-1
<PAGE>

fiduciary under the Plan shall be responsible for any late or lost payment of a
benefit or for failure of any notice to be provided timely under the terms of
the Plan.

      18.6 NONDISCRIMINATION TESTING. For purposes of satisfying the
nondiscrimination and coverage requirements of sections 401(a)(4) and 410(b) of
the Code, the Company may elect, in accordance with applicable Treasury
regulations, to determine the Highly Compensated Employees for the "look-back
year" on the basis of the "determination year," as such terms are defined in
Treasury regulation Section 1.414(q)-IT.

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

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

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


                                    XVIII-2
<PAGE>

                                   ARTICLE XIX

                                TOP-HEAVY STATUS

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

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

            (a) ACCOUNTS: As of any Valuation Date, the aggregate amount
      credited to an individual's account or accounts under a qualified defined
      contribution plan maintained by the Company or an Affiliated Company
      (excluding employee contributions which were deductible within the meaning
      of section 219 of the Code and rollover or transfer contributions made
      after December 31, 1983 by or on behalf of such individual to such plan
      from another qualified plan sponsor by an entity other than the Company or
      an Affiliated Company), increased by (1) the aggregate distributions made
      to such individual form such plan during the five-year period ending on
      the Determination Date other than those made on account of his termination
      of employment, death or disability, (2) the aggregate distributions made
      to such individual from such plan during the one-year period ending on the
      Determination Date on account of his termination of employment, death or
      disability, and (3) the amount of any contributions due as of the
      Determination Date immediately following such Valuation Date.

            (b) ACCRUED BENEFIT: As of any Valuation Date, the present value
      (computed on the basis of the assumptions specified in Paragraph (c)
      below) of the cumulative accrued benefit (excluding the portion thereof
      which is attributable to employee contributions which were deductible
      pursuant to section 219 of the Code, to rollover or transfer contributions
      made after December 31, 1983 by or on behalf of such individual to such
      plan from another qualified plan sponsored by an entity other than the
      Company or an Affiliated Company) of an individual under a qualified
      defined benefit plan maintained by the Company or an Affiliated Company
      increased by (1) the aggregate distributions made to such individual from
      such plan during the five-year period ending on the Determination Date
      other than those made on account of his termination of employment, death
      or disability, (2) the aggregate distributions made to such individual
      from such plan during the one-year period ending on the Determination Date
      on account of his termination of employment, death or disability, and (3)
      the estimated benefit accrued by such individual between such Valuation
      Date and the Determination Date immediately following such Valuation Date.
      Solely for the purpose of determining top-heavy status, the Accrued
      Benefit of an individual shall be determined under (10 the method, if any,
      that uniformly applies for accrual purposes under all qualified defined
      benefit plans maintained by the Company and the Affiliated Companies, or
      (2) if there is no such method, as if such benefit accrued not more
      rapidly than under the slowest accrual rate permitted under section
      411(b)(1)(C) of the Code.


                                     XIX-1
<PAGE>

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

            (d) ANNUAL RETIREMENT BENEFIT: A benefit payable annually in the
      form of a single life annuity for the life of a Participant (with no
      ancillary benefits) beginning at his Normal Retirement Date.

            (e) AVERAGE REMUNERATION FOR HIS HIGH FIVE YEARS: The result
      obtained by dividing the total Remuneration paid to a Participant during a
      considered period by the number of years for which such Remuneration was
      received. The considered period shall be the five consecutive Years of
      Service during which the Participant was both an active Participant in the
      Plan and had the greatest Remuneration from the Employer; provided,
      however, that if the Participant has less than five consecutive Years of
      Service, such shorter period shall be deemed his considered period.

            (f) DETERMINATION DATE: For the first Plan Year of any plan, the
      last day of such Plan Year and for each subsequent Plan Year of such plan,
      the last day of the preceding Plan Year.

            (g) KEY EMPLOYEE: An Employee or former Employee (including a
      deceased Employee) who at any time during the Plan Year is (a) an officer
      of any Affiliated Company having Compensation greater than $130,000.00 (as
      adjusted by the Secretary of Treasury from time to time for increases in
      the cost of living), (b) a Five Percent Owner of any Affiliated Company,
      treated separately, or (c) a one percent owner (within the meaning of
      section 416(i) of the Code) of any Affiliated Company, treated separately,
      having Compensation greater than $150,000.00. For this purpose no more
      than fifty (50) employees or, if lesser, the greater of three (3)
      employees or ten percent (10%) of the employees shall be treated as
      officers.

            For purposes of determining the number of officers taken into
      account, the following employees shall be excluded: (1) employees who have
      not completed six (6) months of Vesting Service, (2) employees who
      normally work less than seventeen and one-half (17-1/2) hours per week,
      (3) employees who normally work not more than six (6) months during any
      year, (4) employees who have not attained the age of twenty-one (21), and
      (5) except to the extent provided in Regulations, employees who are
      included in a unit of employees covered by an agreement which the
      Secretary of Labor finds to be a collective bargaining agreement between
      employee representatives and an Affiliated Company. Section 416(i) of the
      Code shall be used to determine percentage of ownership.


                                     XIX-2
<PAGE>

            The determination of who is a Key Employee will be made in
      accordance with section 416(i) of the Code and applicable Regulations.

            (h) PLAN YEAR: With respect to any plan, the annual accounting
      period used by such plan for annual reporting purposes.

            (i) REMUNERATION: Compensation within the meaning of section
      415(c)(3) of the Code, as limited by section 401(a)(17) of the Code.

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

      19.3 TOP-HEAVY STATUS. The Plan shall be deemed to be top-heavy for a Plan
Year commencing after December 31, 1983, if, as of the Determination Date for
such Plan Year, (1) the sum of Accrued Benefits of Members who are Key Employees
exceeds 60% of the sum of Accrued Benefit of all Members unless an Aggregation
Group including the Plan is not top-heavy or (2) an Aggregation Group including
the Plan is top-heavy. An Aggregation Group shall be deemed to be top-heavy as
of a Determination Date if the sum (computed in accordance with section
416(g)(2)(B) of the Code and the Treasury Regulations promulgated thereunder) of
(1) the Account Balances of Key Employees under all defined contribution plans
included in the Aggregation Group and (2) the Accrued Benefits of Key Employees
under all defined benefit plans included in the Aggregation Group exceeds 60% of
the sum of the Account Balances and the Accrued Benefits of all individuals
under such plans. Notwithstanding the foregoing, the Account Balances and
Accrued Benefits of individuals who are not Key Employees in any Plan Year but
who were Key Employees in any prior Plan Year shall not be considered in
determining the top-heavy status of the Plan for such Plan Year. Further,
notwithstanding the foregoing, for purposes of determining top-heavy status for
Plan Years commencing after December 31, 1984, the Account Balances and Accrued
Benefits of individuals who have not performed services for the Company or any
Affiliated Company at any time during the one-year period ending on the
applicable Determination Date shall not be considered.

      19.4 TOP-HEAVY VESTING SCHEDULE. If the Plan is determined to be top-heavy
for a Plan Year, the Vested Interest of each Participant who is credited with an
Hour of Service during such Plan Year shall be determined in accordance with the
following schedule:

<TABLE>
<CAPTION>
                            YEARS OF
                        VESTING SERVICE                         VESTED INTEREST
                        ---------------                         ---------------
<S>                                                             <C>
                       Less than 3 years                              0%
                        3 years or more                              100%
</TABLE>


                                     XIX-3
<PAGE>

      For purposes of this Section 19.4, Years of Vesting Service shall be
determined under the rules of section 411(a)(4), (5) and (6) of the Code except
that Years of Vesting Service beginning prior to January 1, 1984 and Years of
Vesting Service for any Plan Year for which the Plan was not top-heavy shall be
disregarded. Also, any Year of Vesting Service shall be disregarded to the
extent that such Year of Vesting Service occurs during a Plan Year when the Plan
benefits (within the meaning of section 410(b) of the Code) no Key Employee or
former Key Employee.

      19.5 TOP-HEAVY BENEFIT.

            (a) If the Plan is determined to be top-heavy for a Plan Year, the
      retirement benefit, payable at the time and in the form provided in
      Article IX, of each Participant who is not a Key Employee shall in no
      event be less than the Actuarial Equivalent of an Annual Retirement
      Benefit equal to the lesser of:

                  (1) 2% of his Average Remuneration for His High Five Years
      multiplied by his Years of Service; or

                  (2) 20% of his Average Remuneration for His High Five Years.

            (b) The minimum benefit required to be accrued for a Plan Year
      pursuant to this Section for a Participant shall be accrued regardless of
      whether such Participant has terminated his employment with the Employer
      prior to the end of such Plan Year.

            (c) Notwithstanding the foregoing, no benefit shall be accrued
      pursuant to this Paragraph for a Plan Year with respect to a Participant
      who is a participant in another defined benefit plan sponsored by the
      Employer or an Affiliated Company if such Participant accrues under such
      defined benefit plan (for the plan year of such plan ending with or within
      the Plan Year of the Plan) a benefit that is at least equal to the benefit
      described in section 416(c)(l) of the Code.

            (d) Notwithstanding the foregoing, no benefit shall be accrued
      pursuant to this Section for a Plan Year with respect to a Participant who
      is a participant in a defined contribution plan sponsored by the Employer
      or an Affiliated Company if such Participant receives under such defined
      contribution plan (for the plan year of such plan ending with or within
      the Plan Year of the Plan) a contribution which is equal to or greater
      than 5% of such Participant's Remuneration for such Plan Year. If the
      preceding sentence is not applicable, the requirements of this Section
      shall be met by providing a minimum benefit under the Plan which, when
      considered with the benefit provided under such defined contribution plan
      as an offset, is at least equal to the minimum benefit provided pursuant
      to this Section. For this purpose, the actuarial assumptions specified in
      the Plan shall be utilized to determine the value of such offset as of the
      applicable Determination Date.

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


                                     XIX-4
<PAGE>

longer to be top-heavy. Notwithstanding the foregoing, the Vested Interest of
each Participant as of such Determination Date shall not be reduced and, with
respect to each Participant who has three or more years of Vesting Service on
such Determination Date, the Vested Interest of each such Participant shall
continue to be determined in accordance with the schedule set forth in Section
19.4. Further, notwithstanding the foregoing, the Accrued Benefit of a
Participant shall in no event be less than the Actuarial Equivalent of the
benefit determined in accordance with Section 19.5(a), if applicable, as of the
last Determination Date on which the Plan was deemed to be top-heavy.

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


                                     XIX-5
<PAGE>

      EXECUTED on the 6th day of March 2003, effective as of January 1, 2002.

                               TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC


                               By: /s/ BARRY R. PEARL
                                   ----------------------------------------
                               Title: President and Chief Executive Officer