Exhibit (10.r)






                               MET-PRO CORPORATION
                              SALARIED PENSION PLAN

                              AMENDED AND RESTATED
                           EFFECTIVE SEPTEMBER 1, 2000



<PAGE>



                               MET-PRO CORPORATION
                              SALARIED PENSION PLAN
                              AMENDED AND RESTATED
                           EFFECTIVE SEPTEMBER 1, 2000

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Article                                                                                                       Page
-------                                                                                                       ----
<S>      <C>
I.       Definitions ...........................................................................................1

II.      Transition and Eligibility to Participate .............................................................8

III.     Service and Credited Service, Transfers ..............................................................10

IV.      Eligibility for Benefits .............................................................................14

V.       Calculation of Benefits ..............................................................................15

VI.      Vesting ..............................................................................................20

VII.     Pre-Retirement Death Benefits ........................................................................21

VIII.    Distribution .........................................................................................23

IX.      Limitation on Benefits ...............................................................................29

X.       Funding ..............................................................................................35

XI.      Administration .......................................................................................36

XII.     Management of Trust Fund .............................................................................38

XIII.    Benefit Claims Procedure .............................................................................39

XIV.     Non-Alienation of Benefits ...........................................................................40

XV.      Designation of Beneficiary ...........................................................................41

XVI.     Amendment and Termination ............................................................................42

XVII.    Top-Heavy Provisions .................................................................................45

XVIII.   General Provisions ...................................................................................49

         Appendix A ...........................................................................................51

         Appendix B............................................................................................53
</TABLE>



<PAGE>


                               MET-PRO CORPORATION

                              SALARIED PENSION PLAN



WHEREAS,   MET-PRO  CORPORATION  ("Company")  adopted  the  Met-Pro  Corporation
Salaried Pension Plan ("Plan"),  effective  September 1, 1968 for certain of its
employees; and

WHEREAS,  under the terms of the Plan,  the Company has the ability to amend the
Plan; and

WHEREAS,  the Company  desires at this time to amend and restate the Plan in its
entirety  to  incorporate  amendments  adopted  since the  previous  restatement
effective  September 1, 1989,  and to comply  with,  inter alia,  the  Uniformed
Services  Employment and Reemployment Rights Act of 1994, the Small Business Job
Protection Act of 1996, and the Taxpayer Relief Act of 1997;

NOW,  THEREFORE,  effective  September 1, 2000, unless otherwise  provided,  the
Met-Pro Corporation  Salaried Pension Plan is continued,  amended, and restated,
as hereinafter set forth:





















<PAGE>

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------


Except where otherwise clearly indicated by context, the masculine shall include
the feminine, the singular shall include the plural, and vice-versa.

1.1     "Actuarial  Equivalent" of a given benefit shall mean a benefit  payable
        in a  different  form  from  such  given  benefit  but  having  the same
        actuarial  present  value of such  benefit  taking into  account,  where
        applicable,  the  probability  of  surviving  to  receive  such  benefit
        ("Mortality") and the time value of money ("Interest").  The calculation
        of actuarial present values shall be based on the actuarial  assumptions
        as set forth in Appendix A to this Plan.

1.2     "Actuary" shall mean the firm employing an "enrolled actuary" as defined
        in Section 7701(a)(35) of the Code appointed by the Administrator.

1.3     "Administrator"  shall mean the Company acting through its officers or a
        Committee appointed by the Company under Article XI.

1.4     "Annuity   Starting  Date"  shall  mean  the  first  date  as  of  which
        distribution  of Retirement  Benefits to a Participant is to begin under
        Section 8.3 or the first date as of which distribution of Pre-Retirement
        Death Benefits to a Spouse is to begin under Section 7.3.

1.5     "Average Monthly  Compensation" shall mean the monthly Compensation of a
        Participant  averaged  over the five  consecutive  calendar  years which
        produce  the  highest  monthly  average  within  the last ten  completed
        calendar  years of  employment.  If a  Participant  has less  than  five
        completed  consecutive  calendar years of service,  his Average  Monthly
        Compensation will be based on his monthly Compensation during his months
        of service  from his date of  employment  to the  earlier of the date he
        terminates and the date he has completed 60 months of service.

1.6     "Board of Directors" shall mean the Board of Directors of the Company.

1.7     "Break in  Service"  shall mean any Plan Year  during  which an employee
        suffers a Break in Service described in Article III.

1.8     "Code" shall mean the Internal Revenue Code of 1986, as it may from time
        to time be amended or  supplemented.  References  to any  section of the
        Code  shall  be to  that  section  as it  may  be  renumbered,  amended,
        supplemented or reenacted.

                                      -1-
<PAGE>

1.9     "Committee"  shall mean the persons who may be appointed by the Board of
        Directors   to  act  on  behalf  of  the   Company  to   supervise   the
        administration of the Plan, as hereinafter provided.

1.10    "Compensation"  shall  mean  with  respect  to  any  Participant,  total
        Compensation  paid  by the  Company  for  the  calendar  year  excluding
        reimbursement  or other expense  allowances,  fringe  benefits (cash and
        non-cash), moving expenses, deferred compensation,  and welfare benefits
        but  including any Employee  deferrals  pursuant to Code Sections 125 or
        401(k).  Compensation  shall not exceed the  maximum  amount that may be
        taken into account under Code Section  401(a)(17),  adjusted as provided
        under Code Section 415(d) to reflect increases in the cost of living. In
        applying this limitation,  for Plan Years ending on or before August 31,
        1997,  the  family  group of a  highly  compensated  Participant  who is
        subject to the family member aggregation rules of Code Section 414(q)(6)
        because  such  Participant  is  either  a "Five  Percent  Owner"  of the
        Employer or one of the ten (10) highly  compensated  employees  paid the
        greatest  "415  Compensation"  during  the year,  shall be  treated as a
        single  Participant,  except that for this purpose  family members shall
        include   only  the  affected   Participant's   Spouse  and  any  lineal
        descendants  who have not attained age nineteen (19) before the close of
        the year. If, as a result of the  application of such rules the adjusted
        limitation is exceeded,  then the limitation shall be prorated among the
        affected  family  members in  proportion  to each such  family  member's
        compensation  prior  to  the  application  of  this  limitation,  or the
        limitation  shall  be  adjusted  in  accordance  with any  other  method
        permitted by Regulation.

1.11    "Company"  shall  mean  Met-Pro   Corporation,   including  its  several
        Divisions, and its successors.

1.12    "Corporation Division" shall mean the corporate headquarters unit of the
        Company.

1.13    "Dean  Pump  Division"  shall  mean the Dean Pump  Division  of  Met-Pro
        Corporation.

1.14    "Defined  Benefit Plan" shall mean an employee  benefit plan, as defined
        in Section (3)(3) of ERISA that (a) is maintained by the Company, (b) is
        qualified  under  Sections  401  and 501 of the  Code,  and (c) is not a
        Defined Contribution Plan.

1.15    "Defined  Contribution  Plan" shall mean an employee  benefit  plan,  as
        defined  in  Section  (3)(3)  of  ERISA  that (a) is  maintained  by the
        Company,  (b) is qualified  under  Sections 401 and 501 of the Code, and
        (c)  provides for an  individual  account for each  Participant  and for
        benefits based solely on the amounts credited to those accounts.




                                      -2-
<PAGE>

1.16    "Divisions"   shall  mean  those   divisions  of  the  Company  who  are
        participating  in the Plan and shall include the  Corporation  Division,
        Dean Pump Division,  Fybroc Division,  Keystone Filter Division,  Sethco
        Division,  Stiles-Kem Division,  Systems Division (Non-Oxy), and Systems
        Division (Oxy).  Effective November 1, 1989, "Divisions" shall also mean
        Duall  Division.  Effective  July 1, 1993,  "Divisions"  shall also mean
        Mefiag  Division,  and effective  November 1, 1998,  shall also mean the
        Flex Kleen Division.

1.17    "Duall  Division"  shall mean,  effective  November  1, 1989,  the Duall
        Division of Met-Pro Corporation.

1.18    "Early  Retirement  Date" shall mean the first day of the calendar month
        coincident  with or next  following the day on which a  Participant  (a)
        attains age 55, and (b) is credited with three Years of Service.

1.19    "Effective Date" shall mean September 1, 2000.

1.20    "Eligible  Employee"  shall mean any  salaried  Employee  of the Company
        employed in a Division or by a Subsidiary  who is not a Leased  Employee
        and who is not covered by a collective bargaining agreement,  unless the
        same provides for participation hereunder.

1.21    "Employee"  shall mean  anyone who is  employed  by the  Company or by a
        Subsidiary  of the Company.  Solely for the  requirements  prescribed in
        Code Section  414(n)(3),  Employee shall include Leased Employees within
        the meaning of Code Sections  414(n)(2) and 414(o)(2) unless such Leased
        Employees are covered by a plan described in Code Section  414(n)(5) and
        such  Leased  Employees  do not  constitute  more than 20 percent of the
        recipient's non-highly compensated work force.

        The following  shall not be considered an Employee:  (i) any  individual
        who is  classified  by the  Company or a  Subsidiary  as an  independent
        contractor or self-employed  individual,  whether or not such individual
        is subsequently  determined to have been a common-law employee,  or (ii)
        any individual employed by the Company for a specified limited period of
        time, or for the duration of a specified project, with no expectation of
        long-term  employment  (until and unless such individual is specifically
        notified by the Company in writing  that he is being  reclassified  as a
        regular Employee).

1.22    "ERISA" shall mean the Employee  Retirement Income Security Act of 1974,
        as it may from time to time be amended or  supplemented.  References  to
        any section of ERISA shall be to that  section as it may be  renumbered,
        amended, supplemented or reenacted.

1.23    "Five  Percent  Owner"  shall mean an  Employee  who owns more than five
        percent of the Company (within the meaning of Section 416(i)(1)(B)(i) of
        the Code).

1.24    "Flex  Kleen"  shall mean,  effective  November 1, 1998,  the Flex Kleen
        Division of Met-Pro Corporation.


                                      -3-
<PAGE>

1.25    "Fund" shall mean the trust fund established for this Plan, administered
        under the Trust Agreement, out of which benefits payable under this Plan
        shall be paid.

1.26    "Fybroc Division" shall mean Fybroc Division of Met-Pro Corporation.

1.27    "Hour of Service" shall mean an hour for which:

        (a)     an  Employee  is  directly  or  indirectly  paid or  entitled to
                payment by the Company for the performance of employment duties,
                or

        (b)     back pay,  irrespective  of  mitigation  of  damages,  is either
                awarded or agreed to, or

        (c)     an  Employee  is  directly  or  indirectly  paid or  entitled to
                payment by the  Company  on  account of a period of time  during
                which no duties are performed due to vacation, holiday, illness,
                incapacity (including disability),  jury duty, lay-off, leave of
                absence, or military duty.

There shall be excluded from the foregoing  those periods  during which payments
are made or due under a plan maintained solely for the purpose of complying with
applicable  workers'  compensation,  unemployment  compensation,  or  disability
insurance  laws. An Hour of Service  shall not be credited  where an employee is
being reimbursed solely for medical or medically related expenses.

Hours of Service shall not be credited twice. Hours of Service shall be credited
in accordance with the rules set forth in U.S.  Department of Labor  Regulations
2530.200b-2(b) and (c).

Hours of  Service  shall be  credited  for any  individual  considered  a Leased
Employee for purposes of this Plan under Section 414(n) of the Code.

Notwithstanding  the foregoing,  the Committee  may, in accordance  with uniform
rules nondiscriminatorily applied, elect to credit Hours of Service using one or
more of the following equivalencies:

        Basis Upon Which Records               Credit Granted to Individual
             Are Maintained                             For Period
             --------------                             ----------
                  Shift                        Actual Hours for Full Shift
                   Day                            10 Hours of Service
                  Week                            45 Hours of Service
          Semi-Monthly Period                     95 Hours of Service
                  Month                           190 Hours of Service


                                      -4-
<PAGE>

1.28    "Initial Anniversary Date" shall mean September 1, 1968 for Employees of
        the Corporation and Systems  Division  (Non-Oxy),  September 1, 1975 for
        Employees of Fybroc Division and Keystone Filter Division,  September 1,
        1977 for  Employees of Sethco  Division  and  Stiles-Kem  Division,  and
        September 1, 1979 for Employees of Systems Division (Oxy).

1.29    "Keystone Division" shall mean Keystone Division of Met-Pro Corporation.

1.30    "Late  Retirement  Date" shall mean the first day of the calendar  month
        coincident  with or next  following  the  day on  which a  Participant's
        employment  with the Company has ceased after the  Participant's  Normal
        Retirement Date.

1.31    "Mefiag  Division"  shall include,  effective  July 1, 1993,  only those
        Employees of the Mefiag Division of Met-Pro Corporation who are employed
        in the United States.

1.32    "Normal Retirement Age" shall mean exact age 65.

1.33    "Normal  Retirement Date" shall mean the first day of the calendar month
        coincident with or next following the day on which a Participant attains
        age 65.

1.34    "Participant"  shall mean a participant in this Plan as determined under
        Article 2.

1.35    "Past  Service  Date" shall mean  September 1, 1975 for Employees of the
        Corporation,  Systems (Non-Oxy)  Division,  Fybroc Division and Keystone
        Filter Division;  September 1, 1977 for Employees of Sethco Division and
        Stiles-Kem Division; September 1, 1979 for Employees of Systems Division
        (Oxy); September 1, 1986 for Employees of Dean Pump Division;  effective
        November 1, 1989,  shall mean  September 1, 1990 for  Employees of Duall
        Division;  effective  July 1,  1993,  shall mean  September  1, 1993 for
        Employees of the Mefiag  Division;  and shall also mean February 1, 1997
        for Employees of the Strobic Air  Subsidiary.  "Past Service Date" shall
        mean  September  12,  1996  for  former  Employees  of the  Strobic  Air
        Corporation  (see also Article VI), and shall mean  November 1, 1998 for
        former Employees of the Flex Kleen Division.

1.36    "Plan" shall mean the  retirement  plan set forth in this document as it
        may from time to time be amended or supplemented.

1.37    "Plan Year" shall mean a  twelve-month  period which shall commence each
        September 1 and end on the next following August 31.

1.38    "Pre-Retirement  Death  Benefit"  shall mean the death  benefit  payable
        under Article VII to the  beneficiary  of a Participant  who dies before
        his Annuity Starting Date.

                                      -5-
<PAGE>

1.39    "Prior Plan" shall include the Fybroc,  Inc.  Salaried Pension Plan, the
        Keystone  Filter Salaried  Pension Plan, and the Stiles-Kem  Corporation
        Defined Benefit Plan as in effect on April 14, 1978 immediately prior to
        their  amendment and  replacement  in entirety by this Plan on April 15,
        1978. "Prior Plan" shall also include the Oxy-Catalyst,  Inc. Employees'
        Pension  Plan as in  effect  June  30,  1980  immediately  prior  to its
        amendment and replacement in entirety by this Plan on July 1, 1980.

1.40    "Qualified  Domestic Relations Order" is a domestic relations order that
        meets the requirements as defined in Section 414(p) of the Code.

1.41    "Qualified  Joint and  Survivor  Annuity"  shall mean an annuity for the
        life of a  Participant  with a  survivor  annuity  for  the  life of the
        Participant's  Spouse  where the  survivor  annuity is 50 percent of the
        amount of the annuity  payable during the joint lives of the Participant
        and the  Participant's  Spouse and the joint and survivor  annuity is at
        least the  Actuarial  Equivalent  of the most  valuable  form of benefit
        under the Plan payable on his Annuity Starting Date.

1.42    "Qualified  Pre-Retirement  Survivor  Annuity"  shall  mean  a  survivor
        annuity for the life of the Participant's Spouse. Each payment under the
        survivor annuity shall be equal to:

        (a)     in the case of a Participant who dies after his Early Retirement
                Date and has not had a  Separation  from  Service,  the survivor
                annuity  the  Participant's  Spouse  would have  received if the
                Participant  had a  Retirement  on the day  before his death and
                received  distribution  of benefits in the form of an  immediate
                Qualified Joint and Survivor Annuity, or

        (b)     in the case of a  Participant  who dies on or  before  his Early
                Retirement  Date  or has  had a  Separation  from  Service,  the
                survivor annuity the Participant's Spouse would have received if
                the  Participant had a Separation from Service on the earlier of
                his actual  Separation  from  Service  and the day of his death,
                survived to the later of his Early  Retirement Date and his date
                of death,  received  distribution  of  benefits in the form of a
                Qualified  Joint and Survivor  Annuity and died on the day after
                the later of his Early Retirement Date and his date of death.

1.43    "Regulations" shall mean the Income Tax Regulation as promulgated by the
        Secretary  of the  Treasury or his  delegate,  and amended  from time to
        time.

1.44    "Rehired  Employee"  shall mean an Employee  who is  re-employed  by the
        Company after Separation from Service.

1.45    "Retirement" shall mean a Participant's  termination of employment on or
        after his Normal or Early Retirement Date.

1.46    "Retirement  Benefit"  shall mean the monthly  benefit that accrues to a
        Participant  under  Article  V.

                                      -6-
<PAGE>

1.47    "Separation  From  Service" of an Employee  shall mean the time when the
        employer-employee  relationship  with the Company is terminated  for any
        reason,  including  but not limited to, a  termination  by  resignation,
        discharge, death, total disability, or retirement.

1.48    "Sethco Division" shall mean Sethco Division of Met-Pro Corporation.

1.49    "Six  Months of  Service"  shall  mean the first  consecutive  six-month
        period after the Employee's date of hire with the Company or an acquired
        company or return to service in which the  Employee  completes  at least
        500 Hours of Service.

1.50    "Spouse"  shall mean the person to whom a Participant  is married on the
        applicable date.

1.51    "Stiles-Kem   Division"  shall  mean  Stiles-Kem   Division  of  Met-Pro
        Corporation.

1.52    "Strobic Air  Subsidiary"  shall mean,  effective  February 1, 1997, the
        Strobic Air Corporation, a subsidiary of the Met-Pro Corporation.

1.53    "Subsidiary"  shall  mean  those  subsidiaries  of the  Company  who are
        participating in the Plan and shall include the Strobic Air Subsidiary.

1.54    "Systems  Division  (Non-Oxy)" shall include only those Employees of the
        Systems  Division  of  Met-Pro  Corporation  who were not  employees  of
        Oxy-Catalyst, Inc. on the date of its acquisition by the Company.

1.55    "Systems  Division  (Oxy)" shall include only those Employees of Systems
        Division of Met-Pro Corporation who were employees of Oxy-Catalyst, Inc.
        on the date of its acquisition by the Company.

1.56    "Trust" shall mean the trust  established or maintained  under the Trust
        Agreement.

1.57    "Trust  Agreement" shall mean the agreement  between the Company and the
        Trustee which  provides for the  establishment  or  continuation  of the
        Trust in accordance with Article XII.

1.58    "Trustee"  shall  mean the Bank,  Trust  Company  or  Insurance  Company
        designated as provided under Article XI.

1.59    "Vested   Interest"   shall  mean  the   nonforfeitable   portion  of  a
        Participant's Normal Retirement Benefit.

1.60    "Years of  Credited  Service"  shall mean the number of full and partial
        Plan Years counted with respect to determining a  Participant's  Accrued
        Benefit under the Plan, as further described in Article III.


                                      -7-
<PAGE>

1.61    "Years of  Service"  shall mean the number of Plan  Years  counted  with
        respect to  determining  a  Participant's  eligibility  for benefits and
        vested  status under the Plan,  as further  described in Article III and
        Article VI.





























                                      -8-

<PAGE>

                                   ARTICLE II

                    TRANSITION AND ELIGIBILITY TO PARTICIPATE
                    -----------------------------------------



2.1     Rights Affected.  Unless specified to the contrary, each Participant who
        ---------------
        has  retired  or has  terminated  service  with the  Company  before the
        Effective  Date shall receive no  additional  rights as a result of this
        amended  and  restated  Plan,  but shall have his  rights  and  benefits
        determined solely under the Plan as in effect before the Effective Date.
        Any former Employee who has terminated  employment  before the Effective
        Date and who is reemployed as an Employee on or after the Effective Date
        shall have the rights and benefits provided hereunder.

2.2     Preservation   of  Plan  Benefits.   Subject  to  the  maximum   benefit
        ---------------------------------
        limitations,  in no event shall the Accrued  Benefit of a Participant at
        any  time  after  the  Effective  Date be less  than the  amount  of the
        Participant's Accrued Benefit on the day preceding the Effective Date.

2.3     Eligibility to  Participate.  Each Employee who was a Participant in the
        ---------------------------
        Plan immediately prior to the Effective Date and who remains an Eligible
        Employee of the  Company on the  Effective  Date shall be a  Participant
        hereunder as of such date.  Each other Eligible  Employee shall become a
        Participant on the later of (a) the September 1 coincident  with or next
        following the date he completed Six Months of Service,  and (b) the date
        he  qualified  as an  Eligible  Employee,  but not later than six months
        following  the date he completes  1000 Hours of Service in a consecutive
        twelve-month  period.  Effective as of  September  1, 2000,  an Eligible
        Employee  shall become a Participant on the later of his date of hire or
        the date such employee qualifies as an Eligible Employee.

2.4     Cessation of Participant.  A Participant shall cease to be a Participant
        ------------------------
        on the earliest of the following three dates:

        (a)     his date of death,

        (b)     the date all distributions to the Participant have been made,

        (c)     the date he incurs a Break in Service provided that at that time
                he has no  entitlement  to  non-forfeitable  benefits  under the
                Plan.

2.5     Participation  Upon  Reemployment.  If a Rehired  Employee  who is not a
        ---------------------------------
        Participant  before he is rehired is an Eligible Employee as of the date
        he is  reemployed,  and his Break in Service  caused prior service to be
        disregarded,  then the Employee shall be treated as a new Employee. If a
        Rehired  Employee who was not a Participant  before he is rehired or who
        was a Participant  before rehire is an Eligible  Employee as of the date
        he is reemployed and his Break in Service did not cause prior service to
        be  disregarded,  then the employee  shall again become a Participant on
        the date he was rehired.

                                      -9-
<PAGE>


2.6     Plant  Shutdown.  Effective  December 31, 1996 the Systems  Division was
        ---------------
        shut  down.  Each  Participant  in the  Met-Pro  Corporation  Negotiated
        Pension Plan is a Participant  in this Plan  effective June 1, 1997. All
        benefit  provisions  applicable to such  Participants will be determined
        under the Met-Pro Corporation Negotiated Pension Plan.





























                                      -10-
<PAGE>


                                   ARTICLE III

                     SERVICE AND CREDITED SERVICE, TRANSFERS
                     ---------------------------------------


3.1     Past Service shall mean full calendar years and full calendar  months of
        ------------
        service on an elapsed  time basis  (with a full month equal to 1/12 of a
        year)  completed by an Eligible  Employee  after his date of  employment
        with the Company or, if applicable,  his earlier date of employment with
        a company  that has been  acquired by the  Company,  and before his Past
        Service Date.

3.2     Future  Service for  Purposes of Meeting  Eligibility  Requirements  for
        ------------------------------------------------------------------------
        Benefits  and  Vesting.  An Employee  shall accrue a Year of Service for
        ----------------------
        each Plan Year commencing on or after his Past Service Date during which
        he is credited with 1,000 or more Hours of Service.

3.3     Full Years of Future  Credited  Service for Benefit  Accrual.  Except as
        ------------------------------------------------------------
        provided otherwise in this Article, an Employee shall accrue a full year
        of Future Credited Service for each Plan Year commencing on or after his
        Past Service Date in which he is an Eligible  Employee for the full Plan
        Year and is credited with 1,000 or more Hours of Service.

3.4     Partial  Years of Future  Credited  Service  for Benefit  Accrual.  With
        -----------------------------------------------------------------
        respect  to any Plan  Year  commencing  on or after an  Employee's  Past
        Service Date and during  which the Employee is an Eligible  Employee for
        less than the full Plan Year,  the Employee  shall accrue 1/12 of a year
        of Future Credited Service for each month during which he is an Eligible
        Employee  for the full  month and  completes  at least  83-1/3  Hours of
        Service.  Notwithstanding  the above, a Participant who transfers out of
        the Plan after the 15th day of a month  shall  accrue  1/12 of a year of
        Future Credited  Service for the month that he transfers out of the Plan
        as long as he is an Employee  for the full month and  completes at least
        83-1/3 Hours of Service,  and a Participant  who transfers into the Plan
        before the 16th day of the month  shall  accrue 1/12 of a year of Future
        Credited Service for the month that he transfers into the Plan, provided
        that he is an Employee for the full month and  completes at least 83-1/3
        Hours of Service.

3.5     Credited  Service shall mean the total of an Employee's Past Service and
        -----------------
        his full and partial years of Future  Credited  Service,  subject to the
        following  adjustments for Employees of the Corporation Division (former
        Strobic Air Corporation employees),  Dean Pump Division, Duall Division,
        Mefiag  Division,  Sethco  Division,  Stiles-Kem  Division,  and Systems
        Division (Oxy), the Strobic Air Subsidiary and the Flex Kleen Division:

        (a)     Dean Pump Division - All Past Service accumulated before October
                1, 1985  shall not be taken  into  account  in  determining  the
                amount of Credited Service.

                                      -11-
<PAGE>


        (b)     Duall  Division - Effective  November 1, 1989,  all Past Service
                accumulated  before July 1, 1988 shall not be taken into account
                in determining the amount of Credited Service.

        (c)     Mefiag  Division  -  Effective  July 1, 1993,  all Past  Service
                accumulated  before July 1, 1993 shall not be taken into account
                in determining the amount of Credited Service.

        (d)     Sethco  Division - All Past Service  accumulated  before July 1,
                1977 shall not be taken into account in  determining  the amount
                of Credited Service.

        (e)     Stiles-Kem Division - All Past Service accumulated before August
                1, 1970  shall not be taken  into  account  in  determining  the
                amount of Credited Service.

        (f)     Systems  Division  (Oxy) - All Past Service  accumulated  before
                January 1, 1970 shall not be taken into  account in  determining
                the amount of Credited Service.

        (g)     Corporation Division (former Strobic Air Corporation  employees)
                - All Past Service  accumulated before October 1, 1996 by former
                employees  of Strobic  Air  Corporation  shall not be taken into
                account in determining the amount of Credited Service.

        (h)     Strobic Air  Subsidiary  - All Past Service  accumulated  before
                February 1, 1997 shall not be taken into account in  determining
                the amount of Credited Service.

        (i)     Flex  Kleen  Division  - All  Past  Service  accumulated  before
                November 1, 1998 shall not be taken into account in  determining
                the amount of Credited Service.

3.6     Years of Service shall mean the total of an Employee's  Past Service and
        ----------------
        his Future Service for  Eligibility  for Benefits and Vesting,  plus any
        period of eligibility  and vesting  service  accumulated by the Employee
        under the provisions of another of the Company's  pension plans or Prior
        Plans, provided that, for Employees of Sethco Division, any Past Service
        accumulated  before  August 1, 1971 shall not be taken  into  account in
        determining Years of Service.

3.7     Transfers.  When a Participant  transfers to another pension plan of the
        ---------
        Company, his continuity of service for eligibility and vesting shall not
        be affected in any way whatsoever.  His Years of Service,  as calculated
        for purposes of this Plan,  shall include Years of Service as calculated
        to date of transfer,  plus all Years of Service  subsequently  earned in
        the plan to which his is  transferred.  Similarly,  his Years of Service
        for purposes of the plan to which he is  transferred  shall  include all
        Years of Service earned under this Plan.


                                      -12-

<PAGE>

3.8     Breaks in Service.
        ------------------

        (a)     Any Plan Year in which a  Participant  is not credited with more
                than 500 Hours of Service shall  constitute a one-year  Break in
                Service;  provided,  however,  that if an Employee is absent for
                the  following  reasons,  he shall be  credited  with an Hour of
                Service,  for  purposes of this Section  only,  for each Hour of
                Service he would have received if he had continued in the active
                employ of the Company during the following periods of absence:

                (i)     layoff for a period not in excess of one year;

                (ii)    leave of absence with the approval of the  Committee for
                        a period not in excess of one year,  unless  extended by
                        the Committee;

                (iii)   military  service  under leave granted by the Company or
                        required by law, provided the absent Participant returns
                        to  service  with  the  Company  within  90  days of his
                        release from active  military  duty or any longer period
                        during which his right to  reemployment  is protected by
                        law.

        (b)     Service  credited  under this Section  shall not be credited for
                any  other  purpose  under  the  Plan  unless  such  service  is
                comprised of Hours of Service.

        (c)     If a  Participant  is absent  from work by reason of  pregnancy,
                childbirth,  adoption,  or for  purposes  of the  care  of  such
                Participant's  child immediately  after birth or adoption,  such
                Participant  shall  be  credited  solely  for  purposes  of this
                Section  with  sufficient  Hours of  Service to avoid a Break in
                Service in the Plan Year in which the absence  commences  or, if
                the  Participant  already  has more than 500 Hours of Service in
                such Plan Year, the  immediately  following Plan Year.  Hours of
                Service during such absence shall be credited in an amount equal
                to the Hours of Service the  Participant  would have had but for
                such absence or, if such hours cannot be determined, at the rate
                of eight hours per normal workday.

3.9     Restoration of Service.
        -----------------------

        (a)     A Participant who had a Vested Interest under Article VI and who
                incurs  a  Break  in  Service   shall  have  his  pre-break  and
                post-break  service with the Company  aggregated for purposes of
                Sections 3.5 and 3.6 on his reemployment by the Company.

        (b)     A Participant  who does not have a Vested Interest under Article
                VI and who  incurs a Break in Service  shall have his  pre-break
                and post-break  service with the Company aggregated for purposes
                of Sections 3.5 and 3.6 on his  reemployment  within a period of
                less than five consecutive Breaks in Service. If the consecutive
                Breaks in  Service  are equal to or in excess of five,  he shall
                receive no credit for his  pre-break  service  for  purposes  of
                Sections 3.5 and 3.6.


                                      -13-
<PAGE>


3.10    Credit  for  Military  Service.  Effective  as  of  December  12,  1994,
        ------------------------------
        notwithstanding   any   provision   of  this   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 Internal Revenue Code.






























                                      -14-


<PAGE>

                                   ARTICLE IV

                            ELIGIBILITY FOR BENEFITS
                            ------------------------


4.1     Normal  Retirement  Benefit.  A Participant shall be eligible for normal
        ---------------------------
        retirement benefits on his Normal Retirement Date.


4.2     Early  Retirement  Benefit.  A  Participant  shall be eligible for early
        --------------------------
        retirement benefits as of his Early Retirement Date.


4.3     Late  Retirement  Benefit.  A  Participant  shall be  eligible  for late
        -------------------------
        retirement benefits on his Late Retirement Date.


4.4     Deferred Vested  Benefit.  A Participant who has completed three or more
        ------------------------
        Years of Service and who, at the time of Separation from Service, is not
        eligible  for a benefit  under  Sections  4.1,  4.2 or 4.3 of this Plan,
        shall be eligible for deferred vested retirement benefits.

















                                      -15-
<PAGE>

                                    ARTICLE V

                             CALCULATION OF BENEFITS
                             -----------------------


5.1     General.  The  retirement  benefits for a  Participant  that are payable
        -------
        under the single  life form of payment  shall be  determined  under this
        Article V subject  to the  limitations  set forth in  Article  IX.  Each
        Participant  shall  be  entitled  to  the  non-forfeitable  portion,  as
        determined under Article VI of his retirement  benefit and shall have no
        right  to  any  portion  of  his   retirement   benefit   which  is  not
        nonforfeitable  under Article VI. Adjustments for forms of payment other
        than  the  single  life  form  shall  be made  in  accordance  with  the
        provisions of Article VIII.

5.2     Accrued Monthly Pension.  On any given date, the Accrued Monthly Pension
        -----------------------
        for a Participant shall be determined as follows:

        For a  Participant  whose date of hire with the  Company or an  acquired
        Company  (or  whose  date of  rehire  in the case of a  Participant  who
        terminates  and forfeits  service in accordance  with Section 3.9 and is
        subsequently  rehired) is on or before  December 15, 1982 and whose Past
        Service Date is prior to September 1, 1986,  such benefit shall be equal
        to the greater of 1/12 of [(a) + (b)],  or (c) or (d) as set forth below
        in this Section 5.2.

        For a  Participant  whose date of hire with the  Company or an  acquired
        company  (or  whose  date  of  hire in the  case  of a  Participant  who
        terminates and forfeits  service in accordance  with Section 3.10 and is
        subsequently  rehired) is after December 15, 1982, or whose Past Service
        Date is on or after  September 1, 1986,  such benefit  shall be equal to
        the greater of (c) or (d) as set forth below in this Section 5.2.

        (a)     0.75  percent  of the  Participant's  base wage or salary on his
                Initial  Anniversary  Date up to $7,800 and 1.20 percent of such
                base wage or salary in excess of $7,800,  multiplied by Credited
                Service prior to his Initial Anniversary Date, plus

        (b)     For each Plan Year  beginning  with the Plan Year  commencing on
                the Participant's  Initial Anniversary Date, and ending with the
                Plan Year beginning September 1, 1988, 0.75 percent of base wage
                or salary up to $7,800  and 1.75  percent of base wage or salary
                in excess of $7,800,  multiplied  by the  fraction  of a year of
                Credited  Service  completed by the Participant in the Plan Year
                in question,  plus 1.65 percent of base wage or salary earned in
                each Plan Year beginning on or after September 1, 1989.



                                      -16-
<PAGE>

         Annual base wage or salary for Plan Years beginning before September 1,
         1989 means the annual base wage or salary in effect on the September 1,
         beginning the Plan Year in question, except that when necessary, a
         Participant's annual base wage or salary on the September 1 following
         his date of hire shall be used in determining the amount of Accrued
         Benefit attributable to his first partial year of Credited Service. For
         the period beginning September 1, 1989, Compensation, as defined in
         Section 1.10 is used in lieu of annual base wage or salary.

        (c)     Credited  Service  multiplied  by the rate in effect on the last
                day that the  Participant  accrued  Credited  Service  under the
                Plan. Notwithstanding the above, effective February 27, 1995, if
                the  Participant  transfers  out of the Plan and into another of
                the Company's  defined benefit  pension plans,  the rate used to
                calculate the monthly  pension will be the rate in effect on the
                last day that the Participant accrued credited service under any
                of the Company's defined benefit pension plans.

                The rates in effect are as follows:

                Rate                    Effective Date
                ----                    --------------

                 9.00                   September 1, 1984 - June 14, 1987
                12.00                   June 15, 1987 - June 14, 1988
                14.00                   June 15, 1988 - June 14, 1989
                16.00                   June 15, 1989 - June 14, 1990
                18.00                   June 15, 1990 - June 30, 1994
                20.00                   July 1, 1994 - April 30, 1995
                21.00                   May 1, 1995 - September 30, 1996
                22.00                   October 1, 1996 and thereafter

        (d)     One percent of the  Participant's  Average Monthly  Compensation
                multiplied by Credited  Service or, in the case of an individual
                who is or becomes a Participant  on or after  September 1, 2000,
                if greater,  a monthly benefit of $62.50,  payable commencing on
                the Participant's Normal Retirement Date.

        (e)     For  Participant's  with  Compensation  for a Plan Year prior to
                September 1, 1994 in excess of  $150,000,  in no event will such
                Participant's  benefit  determined  according to (a) and (b) and
                (d) of this Section 5.2 be less than the sum of:

                (i)     the  Participant's  Accrued  Benefit on August 31,  1994
                        frozen in accordance with Section  1.401(a)(4)-13 of the
                        Regulations and

                (ii)    the Participant's  Accrued Benefit  determined using the
                        benefit formula applicable on or after September 1, 1994
                        with  respect  to  Credited  Service  earned on or after
                        September 1, 1994.


                                      -17-

<PAGE>

5.3     Normal  Retirement  Benefit.  A  Participant  who is eligible for normal
        ---------------------------
        retirement benefits shall receive a monthly pension equal to his Accrued
        Monthly Pension benefit on such retirement date.

5.4     Early  Retirement  Benefit.  A  Participant  who is  eligible  for early
        --------------------------
        retirement  benefits,  upon  retirement,  shall  receive  either  of the
        following:

        (a)     A  monthly  pension  equal  to the  product  of (i) his  Accrued
                Monthly Pension as of his date of Separation  from Service,  and
                (ii) his  vesting  percentage  as of his date of  Separation  of
                Service  with such  product,  reduced by 5/9 percent for each of
                the first 60 fall calendar months,  and 5/18 percent for each of
                the next 60 full calendar  months by which the  commencement  of
                his benefits precedes his Normal Retirement Date.

        (b)     A  deferred  monthly  pension  equal to the  product  of (a) his
                Accrued  Monthly  Pension as of the date of his Separation  from
                Service,  and (b) his vesting  percentage  as of the date of his
                Separation  from Service with payment  commencing  at his Normal
                Retirement Date.

5.5     Deferred  Vested  Benefit.  A  Participant  who is eligible for deferred
        -------------------------
        vested retirement benefits shall receive either of the following:

        (a)     A deferred monthly pension with payments  commencing any time on
                or after his Early  Retirement  Date equal to the product of (i)
                his Accrued  Monthly Pension as of the date of his Separation of
                Service,  and (ii) his vesting  percentage as of the date of his
                Separation of Service with such product,  reduced by 5/9 percent
                for each of the first 60 full calendar months,  and 5/18 percent
                for  each of the  next 60 full  calendar  months  by  which  the
                commencement  of his  benefits  precedes  his Normal  Retirement
                Date, and

        (b)     A  deferred  monthly  pension  equal to the  product  of (i) his
                Accrued  Monthly  Pension  as of the date of his  Separation  of
                Service,  and (ii) his vesting  percentage as of the date of his
                Separation  of Service  with  payment  commencing  on his Normal
                Retirement Date.

5.6     Late  Retirement  Benefit.  A  Participant  who  is  eligible  for  late
        -------------------------
        retirement benefits shall receive a monthly pension equal to the greater
        of (a) his Accrued Monthly Pension benefit on his Normal Retirement Date
        or (b) the Actuarial  Equivalent of his Normal Retirement Benefit except
        that  the  benefit  provided  under  Appendix  B is not  subject  to any
        actuarial  increase  that  would  otherwise  result  due to the  benefit
        commencing  after his  Normal  Retirement  Date,  except  to the  extent
        required by law.

                                      -18-
<PAGE>


5.7     Suspension of Benefits
        ----------------------

        (a)     (i)     In the event that a Participant is employed in qualified
                        reemployment  or  qualified  employment,   the  benefits
                        otherwise  payable to the Participant shall be suspended
                        for  each  calendar  month in  which  he  continues  his
                        qualified  reemployment  or  qualified  employment.  The
                        rules  relating to such a  suspension  of  benefits  and
                        their  subsequent   resumption  are  described  in  this
                        Section.

                (ii)    The Committee  shall notify the  Participant by personal
                        delivery  or first class mail of the  suspension  of his
                        benefits during the first month in which such suspension
                        of benefits  occurs if required in  accordance  with the
                        notification   requirements   of   Department  of  Labor
                        Regulations Section 2530.203-3(b)(4).

                (iii)   Each Participant receiving benefits under the Plan shall
                        be  required  to give  notice  to the  Committee  of any
                        employment  relationship which such Participant has with
                        the Company.  The Committee  shall have the right to use
                        all  reasonable   efforts  to  determine   whether  such
                        employment   constitutes   qualified   reemployment   or
                        qualified employment.  The Committee shall also have the
                        right to require the Participant to provide  information
                        sufficient  to  prove  that  such  employment  does  not
                        constitute    qualified    reemployment   or   qualified
                        employment.

                (iv)    A Participant may, by written request, ask the Committee
                        to  make  a   determination   as  to  whether   specific
                        contemplated     employment     constitutes    qualified
                        reemployment  or  qualified  employment.  The  Committee
                        shall respond to such request in writing  within 60 days
                        of the Committee's receipt of the request.

                (v)     Subject to Sections 8.3 and 8.8, benefit payments to the
                        Participant  will resume (or commence) no later than the
                        first  day of the third  calendar  month  following  the
                        month in which his qualified  reemployment  or qualified
                        employment  ceases  or, if  later,  the first day of the
                        calendar month following receipt by the Committee of the
                        Participant's notice that his qualified  reemployment or
                        qualified  employment has ceased. The initial resumption
                        payment shall include  payment for the current month and
                        for all previous  calendar months since the cessation of
                        the Participant's qualified employment or reemployment.

                (vi)    The Committee shall offset resumed benefits by an amount
                        equal to any benefits which were paid to the Participant
                        with   respect  to  a   calendar   month  in  which  the
                        Participant  was engaged in  qualified  reemployment  or
                        qualified employment. However, the offset to any monthly
                        benefit,  other  than the  initial  resumption  payment,
                        shall  not  exceed  twenty-five  percent  (25%)  of such
                        monthly  benefit.  Any remaining offset shall be applied
                        to benefits payable in subsequent months.

                                      -19-
<PAGE>


        (b)     In the event that a Participant is employed or reemployed by the
                Company  under any  circumstances  other  than as  described  in
                Subsection   (a),   the  benefits   otherwise   payable  to  the
                Participant  shall be continued during such period of employment
                or reemployment.

        (c)     Qualified   reemployment   shall  mean  the  reemployment  of  a
                Participant by the Company after his Normal  Retirement  Date in
                such  a  capacity  that  (and  provided  that)  the  Participant
                receives  or is  entitled  to be paid  for at  least 40 Hours of
                Service (not including Hours of Service  credited as a result of
                back pay) during a calendar  month.  Notwithstanding  the above,
                for Participants that attain age 70 1/2 in calendar years before
                January  1,  2003,  qualified  reemployment  shall  not  include
                employment on or after the April 1st following the calendar year
                in  which  the  Participant  attains  age 70 1/2.  In  addition,
                effective  January 1,  2002,  qualified  reemployment  shall not
                include  employment with respect to a Participant  that makes an
                election to commence benefits under Section 8.3(b).

        (d)     Qualified  employment  shall mean the continued  employment of a
                Participant  after his Normal Retirement Date in such a capacity
                that (and provided that) the Participant receives or is entitled
                to be paid for at least 40 Hours of Service (not including Hours
                of Service  credited  as a result of back pay) during a calendar
                month.  Notwithstanding  the above, for Participants that attain
                age 70 1/2 in calendar years before  January 1, 2003,  qualified
                employment  shall not include  employment  on or after the April
                1st following the calendar year in which the Participant attains
                age 70 1/2. In addition,  effective  January 1, 2002,  qualified
                employment  shall  not  include  employment  with  respect  to a
                Participant  that makes an election to commence  benefits  under
                Section 8.3(b).





                                      -20-
<PAGE>

                                   ARTICLE VI

                                     VESTING
                                     -------


If a  Participant  has been  credited  with  three or more Years of  Service,  a
portion  of the  Participant's  Accrued  Benefit  shall be  nonforfeitable.  The
nonforfeitable  portion  shall be an  amount  equal to a  Participant's  Accrued
Benefit multiplied by a percentage based upon the number of Years of Service, as
follows:

        Number of Years of Service                  Vesting Percentage
        --------------------------                  ------------------

                   0                                         0
                   1                                         0
                   2                                         0
                   3                                        20
                   4                                        40
                   5                                        60
                   6                                        80
               7 or more                                   100

Notwithstanding  the above,  the Vesting  Percentage  of a  Participant  who has
attained his Normal Retirement Age shall be 100 percent.

Also  notwithstanding  the above, each individual who was an employee of Strobic
Air  Corporation on the date of acquisition by the Company and who continued his
employment  with the Company and became a Participant in the Plan shall have his
Vesting  Percentage  equal to 100% if he had  attained  age 55 on or before  the
September 12, 1996 date of acquisition.

















                                      -21-
<PAGE>

                                   ARTICLE VII

                          PRE-RETIREMENT DEATH BENEFITS
                          -----------------------------



7.1     Pre-Retirement Survivor Death Benefit
        ---------------------------------------

        In the event of a death of a Participant who (a) has a Vested  Interest,
        and (b) has not yet had an  Annuity  Starting  Date,  the  Participant's
        designated  beneficiary  shall receive a  Pre-Retirement  Survivor Death
        Benefit.   For  purposes  of  this  Article,  a  married   Participant's
        designated  beneficiary shall be the Participant's Spouse. For Employees
        who are hired by the Company or a  Subsidiary  on or after  September 1,
        2001,  the  provisions  of  this  Section  7.1  will  apply  only if the
        Participant is married on his or her date of death.

7.2     Amount and Form of Pre-Retirement Survivor Death Benefit
        --------------------------------------------------------

        Subject to the  following,  the  Participant's  Pre-Retirement  Survivor
        Death  Benefit shall be paid to the  Participant's  Spouse or designated
        beneficiary  in the form of an annuity for the  Spouse's  or  designated
        beneficiary's life. The amount of the monthly annuity shall be such that
        the present value of the Pre-Retirement  Survivor Death Benefit shall be
        equal to the present value of the deceased  Participant's vested Accrued
        Benefit  on  his  date  of  death.  Notwithstanding  the  above,  if the
        Participant is married,  the present value of the monthly  annuity shall
        not be  less  than  the  present  value  of a  Qualified  Pre-Retirement
        Survivor  Annuity.  If  the  Actuarial  Equivalent  present  value  of a
        Participant's  Pre-Retirement  Survivor  Death Benefit as of the Annuity
        Starting Date does not exceed $5,000,  the method of distribution to the
        Participant's Spouse or designated beneficiary shall be as a single cash
        distribution  which  is  the  Actuarial   Equivalent  of  the  Qualified
        Pre-Retirement Survivor Annuity.

7.3     Timing of Distribution
        ----------------------

        Distribution  of a Participant's  Pre-Retirement  Survivor Death Benefit
        shall  commence as of the  Annuity  Starting  Date of the  Participant's
        Spouse or  designated  beneficiary.  The  Annuity  Starting  Date of the
        Participant's  Spouse or  designated  beneficiary  shall be the earliest
        date which the  Participant  could have begun to receive  benefits if he
        had survived  (the first day of the month  following  the  Participant's
        death if the  Participant  had been eligible at the time of his death to
        begin  receiving  benefits).  Notwithstanding  the  above,  (1)  if  the
        Participant's  Pre-Retirement  Survivor  Death Benefit is not payable in
        the form of a Qualified  Pre-Retirement Death Benefit,  then the Annuity
        Starting Date of the Participant's  designated  beneficiary shall be the
        first  day  of  the  month   coincident   with  or  next  following  the
        Participant's date of death, and (2) if the Actuarial Equivalent present
        value of his  Pre-Retirement  Survivor  Death  Benefit  does not  exceed
        $5,000,  the  Annuity  Starting  Date  of the  Participant's  designated
        beneficiary  shall be the first day of the month coincident with or next
        following the Participant's death.


                                      -22-
<PAGE>

7.4     Required Distribution
        ---------------------

        If a Participant's  Pre-Retirement Survivor Death Benefit is paid in the
        form of a single cash payment, the Participant's  entire  Pre-Retirement
        Survivor   Death  Benefit  shall  be   distributed   to  his  designated
        beneficiary  within  five  years  of  the  Participant's   death.  If  a
        Participant's  Pre-Retirement  Survivor  Death Benefit is distributed in
        the form of an annuity,  distribution  shall commence by the December 31
        of the year after the year of the  Participant's  death or, if later, in
        the  case of a  married  Participant,  the  December  31 of the year the
        Participant would have attained age 70 1/2. Such Pre-Retirement Survivor
        Death Benefit must be distributed over a period not extending beyond the
        life expectancy of the Spouse or designated beneficiary.























                                      -23-
<PAGE>

                                  ARTICLE VIII

                                  DISTRIBUTION
                                  ------------


8.1     Optional  Forms of  Benefits.  The  Participant  may  elect,  subject to
        ----------------------------
        Section 8.7, to receive  distribution of his Retirement  Benefit (if the
        Actuarial   Equivalent   present   value  of  such  benefit  as  of  the
        Participant's  Annuity  Starting  Date  or at  the  time  of  any  prior
        distribution is in excess of $5,000) by one of the following methods:

        (a)     a Single  Life  Annuity - an annuity  payable  in equal  monthly
                installments to the retired Participant for his life; or

        (b)     a Qualified  Joint and Survivor  Annuity - an annuity payable in
                monthly  installments  to the  Participant for his life and with
                fifty  percent  (50%) of the amount of such monthly  installment
                payable after his death of the Participant to the Spouse of such
                Participant,  if then living,  for the life of such Spouse.  The
                benefit payable to the Participant and  co-pensioner  under this
                form of payment shall be the Actuarial  Equivalent of the Single
                Life form of payment; or

        (c)     a Single  Life  Annuity  with a 60,  120,  or 180  month  period
                certain   feature  -  an  annuity   payable  in  equal   monthly
                installments  to the retired  Participant for his life, with 60,
                120, or 180 monthly  payments  guaranteed.  The benefits payable
                shall be the  Actuarial  Equivalent  of the Single  Life form of
                payment; or

        (d)     a Joint and  Survivor  Annuity  for the life of the  Participant
                with a survivor annuity for the life of the Participant's  named
                co-pensioner  equal to 50 percent  or 100  percent of the amount
                payable  to  the   Participant.   The  benefit  payable  to  the
                Participant and co-pensioner under this form of payment shall be
                the Actuarial Equivalent of the Single Life form of payment.

8.2     Small Benefit Payments. If the Actuarial Equivalent present value of the
        ----------------------
        Retirement Benefit is less than $5,000,  such benefit shall be paid in a
        single lump sum payment.

        Notwithstanding the above,  effective for distributions  occurring on or
        after  March  22,  1999,   if  a   Participant   has  begun  to  receive
        distributions  pursuant  to an optional  form of benefit  under which at
        least one scheduled periodic  distribution has not yet been made, and if
        the present value of the Participant's  benefit at the time of the first
        distribution  exceeded  the  cash-out  limit set forth  above,  then the
        present  value of the  Participant's  benefit is deemed to  continue  to
        exceed such cash-out limit.



                                      -24-
<PAGE>


8.3     Timing of Distribution; Annuity Starting Date.
        ----------------------------------------------

        (a)     Distribution  of  a  Participant's   Retirement   Benefit  shall
                commence  as of  his  Annuity  Starting  Date.  A  Participant's
                Annuity Starting Date shall be the earliest of (1) the first day
                of the month  coincident  with or next  following the day of the
                Participant's  Retirement,  (2)  the  first  day  of  the  month
                coincident  with or next following the day of the  Participant's
                Separation  from  Service  if  as of  that  date  the  Actuarial
                Equivalent  present value of his Vested Interest does not exceed
                $5,000,  (3) the first day of the month  coincident with or next
                following  the  Participant's  Normal  Retirement  Date  if  the
                Participant  has a Separation  from Service  prior to that time,
                unless the  Participant  elects under Section 8.4 to commence to
                receive  distribution  prior to his Normal  Retirement Date, and
                (4) effective for all  Participants  (except  Participants  that
                attained age 70 1/2after  January 1, 1988 and before  January 1,
                2003, or  Participants  that are Five Percent  Owners during the
                Plan Year ending with or within the calendar  year in which they
                attain age 70 1/2or any subsequent Plan Year),  the first day of
                April  immediately  following  the  calendar  year in which  the
                Participant  retires or  attains  age 70 1/2,  whichever  occurs
                later. For Participants that attained age 70 1/2after January 1,
                1988 and prior to January 1, 2003,  and for Five Percent  Owners
                as described above, the required beginning date of Plan benefits
                is April 1 of the calendar  year  following the calendar year in
                which the  Participant  attains age 70 1/2. In no event,  unless
                the  Participant  elects  otherwise,  shall  distribution  of  a
                Participant's  Vested Interest commence later than 60 days after
                the latest of the last day of the Plan Year in which  occurs (i)
                the  Participant's   Retirement,   and  (ii)  the  Participant's
                attainment of age 65.

        (b)     Notwithstanding   the  above,   effective  January  1,  2002,  a
                Participant  that has completed twenty years of Credited Service
                and attained age 70 who is an active Employee may elect (subject
                to the minimum distribution  requirements of Sections 8.3(a) and
                8.8) to  commence  benefits  as of the  first  day of the  month
                following  attainment  of age 70 or as of the  first  day of any
                month thereafter  while an active  Employee.  The calculation of
                the benefit payable to such a Participant that makes an election
                under this  subsection  shall be made in accordance with Section
                5.6.  The first date for which  benefits  are  payable due to an
                election   under  this   subsection   shall  be  considered  the
                Participant's Annuity Starting Date.

8.4     Election  to Receive  Distribution  Before  Normal  Retirement  Date.  A
        --------------------------------------------------------------------
        Participant  who (a) has a  Separation  from  Service  before his Normal
        Retirement Date and (b) has a Vested Interest,  the Actuarial Equivalent
        present value of which exceeds  $5,000 as of the  Participant's  Annuity
        Starting Date, may elect to have distribution of his Retirement  Benefit
        commence before his Normal Retirement Date. In that event,  distribution
        shall commence as of the first day of any month  following the election,
        but not prior to a Participant's Early Retirement Date.


                                      -25-
<PAGE>

8.5     Qualified Joint and Survivor Annuity for Married Participants
        -------------------------------------------------------------

        (a)     Subject to subsection  (b), a Participant  who is married on his
                Annuity   Starting  Date  shall  receive   distribution  of  his
                Retirement Benefit in the form of a Qualified Joint and Survivor
                Annuity,  unless the Participant has previously waived his right
                to receive  benefits  in this form.  The waiver must be executed
                and consented to by the Participant's  Spouse in accordance with
                Section  8.7.  Both the  Participant's  waiver and the  Spouse's
                consent must state the particular optional form of benefit to be
                distributed.  Alternatively, the Spouse's consent may permit the
                Participant  to elect any  optional  form of  benefit  available
                under the Plan. Such a general consent must acknowledge that the
                Spouse has voluntarily relinquished rights to limit consent to a
                specific form of benefit. A Participant's  waiver of a Qualified
                Joint and Survivor Annuity under this Section 8.5 may be revoked
                at any time before the Participant's  Annuity Starting Date and,
                once  revoked,  may be made again  before that date.  A Spouse's
                consent  to the  waiver  once  given may be  revoked  before the
                Annuity Starting Date.

        (b)     In the case of a  Participant  (i) who is married  for less than
                one  year  on  his  Annuity   Starting   Date,   (ii)   receives
                distribution  of  his  Retirement  Benefit  in  the  form  of  a
                Qualified  Joint and Survivor  Annuity and (iii) does not remain
                married to his Spouse for at least one year,  such Spouse  shall
                lose all survivor rights. In such event the Participant shall be
                entitled to receive  distribution  of his Retirement  Benefit in
                any other form under Section 8.1.

8.6     Notification  of Right to Waive  Qualified  Joint and Survivor  Annuity.
        -----------------------------------------------------------------------
        Within the period  beginning no earlier than 90 days,  and no later than
        30  days   before   the   Participant's   Annuity   Starting   Date  the
        Administrative Committee shall provide each Participant with a notice of
        the  Participant's  right  to  elect  to  waive  his  right  to  receive
        distribution of his Retirement  Benefit in the form of a Qualified Joint
        and  Survivor  Annuity.  The notice  shall  contain an  explanation,  in
        nontechnical  language,  of (a) the terms and conditions of the election
        and its effect upon the  Participant's  Retirement  Benefit (in terms of
        dollars per annuity payment), (b) the requirement that the Participant's
        Spouse must consent to the election in accordance  with Section 8.7, (c)
        the Participant's  right to revoke the election in the manner prescribed
        in  regulations  promulgated  by the Secretary of the Treasury and (d) a
        general description of the eligibility  conditions and other features of
        the optional forms of benefit under the Plan and sufficient  information
        to explain the relative values of these optional forms of benefits.

        The Annuity  Starting Date may not occur before the expiration of the 30
        day period  beginning on the date a written  explanation  describing the
        terms of the  Qualified  Joint and  Survivor  Annuity is provided to the
        Participant; provided however that the Annuity Starting Date may be less
        than 30 days after receipt by the Participant of the written explanation
        provided:  (a) the Participant has been provided with  information  that
        clearly  indicates that the Participant has at least 30 days to consider
        whether  to waive the  Qualified  Joint and  Survivor  Annuity;  (b) the
        Participant is permitted to revoke any affirmative distribution election
        at least  until the  Annuity  Starting  Date or , if later,  at any time


                                      -26-
<PAGE>

        prior to the  expiration  of the 7-day  period that begins the day after
        the explanation of the Qualified Joint and Survivor  Annuity is provided
        to the  Participant;  and (c) the Annuity  Starting Date is a date after
        the date that the written explanation was provided to the Participant.

8.7     Spousal  Consent.  A  Participant's  waiver  of a  Qualified  Joint  and
        ----------------
        Survivor  Annuity  described  in Section  8.6 shall be valid only if the
        Participant's  Spouse  executes  a  written  consent  to  that  election
        acknowledging the effect of the election and the consent is witnessed by
        a notary  public or Plan  Administrator.  The  Spouse's  consent  is not
        required if (a) the  Participant's  Spouse cannot be located or for such
        other circumstances as may be provided in regulations promulgated by the
        Secretary of the Treasury, (b) the Participant is legally separated from
        the  Spouse  or (c) the  Participant  has been  abandoned  by his or her
        Spouse (within the meaning of local law) and the Participant has a court
        order to that effect.  A  Participant's  waiver of a Qualified Joint and
        Survivor  Annuity shall be effective only with respect to the Spouse who
        consents to it as provided in this Section 8.7.

8.8     Minimum Distribution Requirements.
        ----------------------------------

        (a)     Notwithstanding any provision of this Plan to the contrary,  all
                distributions  under the Plan shall be made in  accordance  with
                Section 401(a)(9) of the Code and the regulations promulgated by
                the Secretary of the Treasury thereunder.

        (b)     In the case of a Participant  who is a Five Percent Owner,  or a
                Participant  that attains age 70 1/2prior to January 1, 2003, or
                a Participant that makes an election to commence  benefits under
                Section 8.3(b), if such a Participant  remains an Employee after
                attainment  of age 70 1/2(or age 70 for a  Participant  electing
                under Section  8.3(b)) and has  commenced to receive  Retirement
                Benefits  from  the  Plan,  such  Participant  shall  have  such
                benefits  increased as of the first day of each calendar year to
                reflect any additional  Credited Service accrued during the Plan
                Year ending  immediately  before the first day of that  calendar
                year. If a  Participant  who is not a Five Percent Owner attains
                age 70  1/2after  January 1,  2003,  the  Participant's  accrued
                benefit  shall  be  actuarially  increased  in  accordance  with
                Appendix A to take into  account  the period  after age 70 1/2in
                which the  Participant  is not  receiving  any benefits from the
                Plan.  The actuarial  increase  shall be provided for the period
                starting on April 1  following  the  calendar  year in which the
                employee  attains age 70 1/2. The actuarial  increase  described
                above will be  provided  even  during  the  period  when a valid
                benefit suspension is in place under ERISA Section 203(a)(3)(B).

        (c)     If a Participant dies after the date his Retirement  Benefit has
                commenced,  the remaining portion,  if any, of the Participant's
                benefit shall be distributed to the Participant's beneficiary at
                least as  rapidly as it would  have been  distributed  under the
                method of distribution in effect on the day of the Participant's
                death.

                                      -27-
<PAGE>


        (d)     If a Participant's Retirement Benefit is distributed in the form
                of an  annuity  other  than  an  annuity  for  the  life  of the
                Participant or an annuity for the joint lives of the Participant
                and  the  Participant's   Spouse  or  in  installments  and  the
                Participant's   Beneficiary  is  other  than  the  Participant's
                Spouse,  the distribution must satisfy the minimum  distribution
                incidental benefit  requirements under Section  1.401(a)(9)-2 of
                the Income Tax Regulations.

        (e)     With  respect to  distributions  under the Plan made in calendar
                years beginning on or after January 1, 2001, the Plan will apply
                the minimum  distribution  requirements of section  401(a)(9) of
                the Internal  Revenue Code in  accordance  with the  regulations
                under  section  401(a)(9)  that were  proposed in January  2001,
                notwithstanding any provision of the Plan to the contrary.  This
                amendment  shall  continue  in effect  until the end of the last
                calendar  year  beginning  before  the  effective  date of final
                regulations  under  Code  section  409(a)(9)  or such other date
                specified in guidance published by the Internal Revenue Service.
                This also applies to required  distributions  made under Article
                VII.

8.9     Direct Rollover
        ---------------

        (a)     This Section applies to  distributions  made on or after January
                1,  1993.  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 Plan  Administrator,  to have any
                portion of an eligible rollover distribution paid directly to an
                eligible  retirement  plan  specified  by the  distributee  in a
                direct rollover.

        (b)     For purposes of this  Section the  following  definitions  shall
                apply:

                (i)     An eligible rollover distribution is any distribution of
                        all or any  portion of the  balance to the credit of the
                        distributee,    except   that   an   eligible   rollover
                        distribution does not include:  any distribution that is
                        one of a series of substantially equal periodic payments
                        (not less  frequently  than  annually) made for the life
                        (or life  expectancy)  of the  distributee  or the joint
                        lives (or joint life  expectancies)  of the  distributee
                        and the distributee's  designated beneficiary,  or for a
                        specified  period of ten years or more; any distribution
                        to the extent such  distribution  is required under Code
                        Section  401(a)(9);  and the portion of any distribution
                        that  is not  includible  in  gross  income  (determined
                        without  regard  to the  exclusion  for  net  unrealized
                        appreciation with respect to employer securities).

                (ii)    An eligible retirement plan is an individual  retirement
                        account  described in Code Section 408(a), an individual
                        retirement  annuity described in Code Section 408(b), an
                        annuity  plan  described in Code  Section  403(a),  or a
                        qualified trust  described in Code Section 401(a),  that
                        accepts    the    distributee's     eligible    rollover
                        distribution.  However,  in  the  case  of  an  eligible

                                      -28-
<PAGE>


                        rollover   distribution  to  the  surviving  Spouse,  an
                        eligible  retirement  plan is an  individual  retirement
                        account or individual retirement annuity.

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

                (iv)    A  direct  rollover  is a  payment  by the  plan  to the
                        eligible retirement plan specified by the distributee.

8.10    Payments To Incompetents
        ------------------------

        If the Committee shall find that any person to whom a benefit is payable
        from the Trust Fund is unable to care for his affairs because of illness
        or  accident,  or is a minor,  any  payment  due  (unless a prior  claim
        therefore shall have been made by a duly appointed  guardian,  committee
        or other legal  representative)  may be paid to the Spouse,  a child,  a
        parent, or a brother or sister, or to any person deemed by the Committee
        to have incurred expense for such person otherwise  entitled to payment.
        Any such payment  shall be a complete  discharge of any liability of the
        Company,  the Administrator,  the Committee,  the Trustee,  and the Fund
        therefore.

8.11    Lost  Participant.  Neither the  Administrator  nor the Trustee shall be
        -----------------
        obligated to search for or ascertain the  whereabouts of any Participant
        or  Beneficiary  (other  than to  write to the  Participant  at his last
        mailing  address  shown  in  the  Plan  Administrator's  records).  If a
        Participant  or  Beneficiary   cannot  be  located,   the  Participant's
        Retirement  Benefit or Pre-Retirement  Death Benefit shall be forfeited,
        but shall be reinstated  (without  interest) upon the  Participant's  or
        Beneficiary's claim for the benefit.

8.12    Deemed Cashouts
        ---------------

        Notwithstanding  any other provision  contained herein, if a Participant
        separates from service and the Actuarial Equivalent present value of his
        vested Accrued Monthly Pension is zero, the Participant  shall be deemed
        to have received a distribution of his vested Accrued Monthly Pension.


                                      -29-
<PAGE>


                                   ARTICLE IX

                             LIMITATION ON BENEFITS
                             ----------------------


<TABLE>
<CAPTION>

<S>     <S>
9.1     Definitions. The following definitions apply for purposes of Section 9.2:
        -----------
</TABLE>

        (a)     Annual Benefit - shall mean a benefit which is payable  annually
                in the  form  of a  straight  life  annuity  with  no  ancillary
                benefits.

        (b)     Compensation  - shall mean  annual  compensation,  as defined in
                Regulation   1.415(2)(d)(l)  of  the  Code,  and  effective  for
                limitation  years  beginning on or after January 1, 1998,  shall
                include (i) any  elective  deferral  as defined in Code  Section
                402(g)(3) and (ii) any amount which is  contributed  or deferred
                by the  Company  at the  election  of an  Employee  which is not
                includible  in gross  income by reason of Code  Section  125, or
                effective January 1, 2001, Code Section 132(f).

        (c)     Defined  Benefit Plan Fraction - for any limitation  year ending
                before the 2000 limitation year is a fraction:

                (i)     the numerator of which is the Projected  Annual  Benefit
                        of  a  Participant   under  the  Defined   Benefit  Plan
                        (determined as of the close of the year), and

                (ii)    the denominator of which is the lesser of:

                        (1)     1.25  multiplied  by $90,000 (or the  applicable
                                dollar  limitation  under Section  415(d) of the
                                Code), or

                        (2)     1.4   multiplied   by   the   average   of   the
                                Participant's   total  Compensation  during  the
                                three  consecutive  years in which he earned the
                                greatest amount of total  Compensation  from the
                                Company.

        (d)     Defined  Contribution  Plan Fraction - for any  limitation  year
                ending on or before the 2000 limitation year is a fraction:

                (i)     the numerator of which is the sum of annual additions to
                        the    Participant's    accounts   under   the   Defined
                        Contribution Plan as of the close of the year, and

                (ii)    the denominator of which is the sum of the lesser of the
                        following  amounts for such year and for each prior year
                        of service with the Company;


                                      -30-
<PAGE>


                        (1)     1.4  multiplied by the amount  determined  under
                                Section 415(c)(l)(B) of the Code, or

                        (2)     1.25  multiplied  by $30,000 (or the  applicable
                                dollar limitation under Section  415(c)(1)(A) of
                                the Code).

                For limitation  years ending before the 2000 limitation year, in
                the case of a  Participant  with  respect to whom the sum of his
                Defined  Benefit  Plan  Fraction and Defined  Contribution  Plan
                Fraction exceeds 1.0 as of either (or both) December 31, 1982 or
                December 31, 1986  (computed as if the provisions of Section 415
                of  the  Code,   as   amended  by  the  Tax  Equity  and  Fiscal
                Responsibility  Act of  1982  or the  Tax  Reform  Act of  1986,
                respectively,  were in effect on the  applicable of those dates)
                the numerator of the  Participant's  Defined  Contribution  Plan
                Fraction shall be reduced so that the sum of those  fractions as
                of the applicable date does not exceed 1.0.

        (e)     Projected  Annual  Benefit - shall  mean the  annual  benefit to
                which a  Participant  would be  entitled  under the terms of all
                Defined Benefit Plans if he had continued  employment  until his
                normal  retirement date under such plans and if his compensation
                for the purpose of such plans had continued at the same rate.

9.2     Maximum Retirement Benefit. Notwithstanding any other provisions of this
        --------------------------
        Plan the Maximum Retirement Benefit shall be:

        (a)     Subject to Sections 9.2(b), (c), and (d), the Retirement Benefit
                of a  Participant  shall be reduced to the extent that it (plus,
                if  applicable,  the aggregate  retirement  benefit to which the
                Participant is entitled under all other Defined Benefit Plans in
                which he or she was a  participant)  exceeds  the  lesser of (1)
                $90,000 (or such higher amount as may be permitted under Section
                415 (d) of the Code to reflect  increases in the cost of living,
                and  (2)  100  percent  of  the  Participant's   average  annual
                compensation  during the three  consecutive  Plan Years in which
                the Participant received the greatest aggregate amount of annual
                compensation.  No reduction shall be required under this Section
                9.2(a) in the case of a Participant who never  participated in a
                defined  contribution  plan  if  the  Participant's   Retirement
                Benefit  (plus,  if  applicable,  the  Participant's  retirement
                benefit under all other Defined  Benefit  Plans) does not exceed
                $10,000.

        (b)     The  following   adjustments  shall  be  made  in  applying  the
                limitations of Sections 9.2(a) and 9.4.

                (i)     If a Participant's  Retirement  Benefit (or a retirement
                        benefit to which the  Participant  is entitled under any
                        other  Defined  Benefit Plan) is payable in a form other
                        than an Annual Benefit,  the Retirement Benefit shall be
                        adjusted so that it is the  Actuarial  Equivalent  of an
                        Annual  Benefit,  except that the following shall not be
                        taken into account:  (A) any  ancillary  benefit that is


                                      -31-
<PAGE>


                        not related to  retirement  income  benefits and (B) the
                        survivor  annuity  provided  under  the  portion  of any
                        annuity that  constitutes a Qualified Joint and Survivor
                        Annuity (as defined in Section 417(b) of the Code).

                        Effective  September 1, 1995,  for purposes of adjusting
                        any  benefit  for any form of  payment  subject  to Code
                        Section  417(e)(3),  the interest rate assumption  shall
                        not be less than the greater of the applicable  interest
                        rate described in Appendix A(2)(b) or the rate described
                        in Appendix A(1)(a).

                (ii)    The dollar  limitation  set forth in  Section  9.2(a)(i)
                        shall be adjusted as follows:

                        (1)     If distribution  of a  Participant's  Retirement
                                Benefit begins before the  Participant's  Social
                                Security  retirement  age as  defined in Section
                                415(b)(8) of the Internal Revenue Code but on or
                                after  the  Participant's  attainment  of age 62
                                then the  limitation  shall be reduced by 5/9 of
                                one  percent for each of the first 36 months and
                                5/12 of one percent  for each of the  additional
                                months (up to 24  months),  if any, by which the
                                benefits commenced before the month in which the
                                Participant  attains his or her Social  Security
                                retirement age.

                        (2)     If   the   distribution   of   a   Participant's
                                Retirement  Benefit  begins  before  his  or her
                                attainment of age 62 then the  limitation  shall
                                be reduced by (A) reducing the limitation to the
                                applicable  limit for benefits payable at age 62
                                in accordance  with  paragraph (i); and (B) then
                                determining  the  Actuarial  Equivalent  of that
                                amount at the Participant's age at the time that
                                the benefit commences.

                        (3)     If distribution  of a  Participant's  Retirement
                                Benefit  begins after the  Participant's  Social
                                Security retirement age, the limitation shall be
                                increased  (in   accordance   with   regulations
                                promulgated by the Secretary of the Treasury) so
                                that it equals the  amount of an Annual  Benefit
                                beginning  at  the  time   distribution  of  the
                                Participant's  Retirement Benefit begins,  which
                                is the Actuarial Equivalent of an Annual Benefit
                                equal  to the  dollar  limitation  set  forth in
                                Section 9.2(a)(1) beginning at the Participant's
                                Social Security retirement age.

                (iii)   In the case of a Participant with less than ten years of
                        participation in the Plan or less than ten (10) years of
                        Credited Service:

                        (1)     the  dollar  limitation  set  forth  in  Section
                                9.2(a)(i)  shall be multiplied by a fraction the
                                numerator  of which is the  aggregate  number of

                                      -32-

<PAGE>

                                the Participant's  years of participation in the
                                Plan at the time the  determination  is made and
                                the denominator of which is ten, and

                        (2)     the  percentage  limitation set forth in Section
                                9.2(a)(2)  and  the  $10,000   minimum   benefit
                                referred  to in the  last  sentence  of  Section
                                9.2(a)  shall be  multiplied  by a fraction  the
                                numerator  of which is the  aggregate  number of
                                the years of the Participant's  Years of Service
                                at the  time the  determination  is made and the
                                denominator of which is ten.

                (iv)    For purposes of adjusting the  Participant's  retirement
                        benefit under Section 9.2(b)(i) or the dollar limitation
                        under Section  9.2(b)(ii),  the interest rate assumption
                        shall be that set  forth in the  Appendix  to this  Plan
                        subject to the  limitations on interest rates of Section
                        415(b)(2)(E)  of the Code,  and the mortality  decrement
                        shall be ignored to the extent  that a  forfeiture  does
                        not occur at death.

        (c)     The  Retirement  Benefit of a Participant  who was a Participant
                before  January  1, 1987  shall not be  reduced  under any other
                provisions  of this  Section  9.2 to the extent that it does not
                exceed the Participant's  Retirement  Benefit accrued as of that
                date and  determined  in  accordance  with the  requirements  of
                Section  415 of the Code in  effect  on that  date  and  without
                regard  to  amendments  to  the  Plan  after  May 5,  1986.  The
                Retirement Benefit of a Participant who was a Participant before
                January 1, 1983 shall be similarly protected.

        (d)     If a Participant  is a participant  in any Defined  Contribution
                Plan for  limitation  years  ending  before the 2000  limitation
                year, the Participant's  Retirement  Benefit shall be reduced to
                the extent that it causes the sum of the  Participant's  Defined
                Benefit Plan Fraction and the Participant's Defined Contribution
                Plan Fraction to exceed 1.0 for any Plan Year.

        (e)     If Section 415 of the Code is amended, or if new regulations are
                promulgated by the Secretary of Treasury, the restrictions under
                this  Section  9.2  shall be  correspondingly  modified  without
                formal amendment to this Plan.

9.3     Incorporation by Reference
        --------------------------

        Notwithstanding  anything  contained  in  Section  9.1  and  9.2  to the
        contrary, the limitations, adjustments and other requirements prescribed
        in Section 9.1 and 9.2 shall at all times comply with the  provisions of
        Code Section 415 and the Regulations thereunder,  the terms of which are
        specifically incorporated herein by reference.


                                      -33-
<PAGE>


9.4     Restrictions on 25 Highest Paid Employees
        -----------------------------------------

        (a)     Benefits  distributed to any of the twenty-five (25) most highly
                compensated  active and highly compensated former employees with
                the  greatest  compensation  in the  current  or prior  year are
                restricted such that the monthly payments are no greater than an
                amount equal to the monthly payment that would be made on behalf
                of such  individual  under a straight  life  annuity that is the
                Actuarial  Equivalent  of the  sum of the  individual's  Accrued
                Monthly Pension,  the individual's other benefits under the Plan
                (other than a social security  supplement  within the meaning of
                Regulation 1.411(a)-7(c)(4)(ii)),  and the amount the individual
                is  entitled  to  receive  under a social  security  supplement.
                However, the limitation of this Section 9.4 shall not apply if:

                (i)     after payment of the benefit to an individual  described
                        above,  the value of Plan  assets  equals or exceeds 110
                        percent of the value of current liabilities,  as defined
                        in Code Section 412(1)(7);

                (ii)    the value of the benefits  payable  under the Plan to an
                        individual described above is not less than 1 percent of
                        the value of current liabilities before distribution; or

                (iii)   the value of the benefits  payable  under the Plan to an
                        individual described above does not exceed $5,000.

        (b)     For  purposes of this  Section,  benefit  includes  any periodic
                income,  any withdrawal values payable to a living  Participant,
                and any death  benefits  not  provided  for by  insurance on the
                individual's life.

        (c)     An individual's  otherwise restricted benefit may be distributed
                in full to the affected  individual  if, prior to receipt of the
                restricted   amount,   the  individual  enters  into  a  written
                agreement with the Administrator to secure repayment to the Plan
                of the restricted amount. The restricted amount is the excess of
                the amounts  distributed  to the  individual  (accumulated  with
                reasonable  interest)  over the  amounts  that  could  have been
                distributed  to the  individual  under the straight life annuity
                described  above  (accumulated  with reasonable  interest).  The
                individual may secure  repayment of the  restricted  amount upon
                distribution by:

                (i)     entering into an agreement for promptly  depositing into
                        escrow with an acceptable depositary,  property having a
                        fair  market  value equal to at least 125 percent of the
                        restricted amount;

                (ii)    providing a bank letter of credit in an amount  equal to
                        at least 100 percent of the restricted amount; or

                                      -34-
<PAGE>


                (iii)   posting  a bond  equal to at least  100  percent  of the
                        restricted  amount.  The bond  must be  furnished  by an
                        insurance  company,  bonding company or other surety for
                        federal bonds.

        (d)     The escrow  agreement  may permit an individual to withdraw from
                escrow  amounts  in  excess  of 125  percent  of the  restricted
                amount. If the market value of the property in an escrow account
                falls below 110 percent of the remaining  restricted amount, the
                individual must deposit  additional  property to bring the value
                of the property held by the  depositary up to 125 percent of the
                restricted  amount.  The escrow arrangement may provide that the
                individual has the right to receive any income from the property
                placed in escrow,  subject  to the  individual's  obligation  to
                deposit  additional  property,  as set  forth  in the  preceding
                sentence.

        (e)     A surety or bank may release any  liability  on a bond or letter
                of credit in excess of 100 percent of the restricted amount.

        (f)     If the Administrator certifies to the depositary, surety or bank
                that the  individual (or the  individual's  estate) is no longer
                obligated  to repay any  restricted  amount,  a  depositary  may
                deliver  to the  individual  any  property  held under an escrow
                arrangement,  and a surety or bank may release any  liability or
                an individual's bond or letter of credit.

        (g)     Notwithstanding  the  foregoing,  with  respect  to  Plan  Years
                beginning prior to January 1, 1989, compliance with the Plan and
                Regulations then in effect shall be deemed  compliance with this
                Section 9.4.









                                      -35-
<PAGE>

                                    ARTICLE X

                                     FUNDING
                                     -------


10.1    Contributions to the Fund. The benefits provided under the Plan shall be
        -------------------------
        financed  exclusively  by  contributions  made  from time to time to the
        Trustees by the Company and by the Fund created thereby.  Subject to the
        provisions  of  applicable  law, the  liability of the Company under the
        Plan shall be limited to the  contributions  determined  by the  Company
        from time to time in  accordance  with the  advice  and  counsel  of the
        Actuary.  The Company's  liability for Plan payments shall be limited to
        making  contributions  into the Fund in order to  maintain  the  funding
        standard  account set forth in Section 412 of the Internal Revenue Code.
        The funding  policy  applicable to the Fund shall be  established by the
        Committee and reviewed from time to time.

10.2    Use of Contributions to the Fund. The contributions  deposited under the
        --------------------------------
        terms of this Plan  shall  constitute  the Fund held for the  benefit of
        Participants,  former Employees,  and their eligible survivors under and
        in  accordance  with this  Plan.  No part of the corpus or income of the
        Fund shall be used for or diverted to  purposes  other than  exclusively
        for the  benefit  of such  Participants,  former  Employees,  and  their
        eligible  survivors and for necessary  administrative  costs;  provided,
        however, that, in the event of the termination of the Plan and after all
        fixed and  contingent  liability,  as defined  under the Code and ERISA,
        shall have been satisfied  and, upon receipt of the necessary  approvals
        from the Pension  Benefit  Guaranty  Corporation,  any  remaining  funds
        attributable  to  contributions  by  the  Company  shall  revert  to the
        Company;  and further  provided that, in the case of a contribution  (a)
        made by the  Company  as a  mistake  of  fact,  or (b)  for  which a tax
        deduction is  disallowed,  in whole or in part, by the Internal  Revenue
        Service, the Company shall be entitled to a refund of said contributions
        (i) within one year after payment of a contribution is made as a mistake
        of fact,  or (ii) within one year after  disallowance,  to the extent of
        such disallowance, as the case may be.

10.3    Forfeitures.  Forfeitures and other actuarial gains shall not be applied
        -----------
        to  increase  the  benefits  of any  Participant,  but shall  reduce the
        contributions of the Participating Company hereunder.


                                      -36-
<PAGE>

                                   ARTICLE XI

                                 ADMINISTRATION
                                 --------------



11.1    Committee.  The Company is plan  administrator  with full  discretionary
        ---------
        authority to interpret the Plan,  find facts  relating to the Plan,  and
        apply  the Plan as such to the  facts.  The  Board of  Directors  of the
        Company  shall  appoint  a  Committee  consisting  of not less  than two
        persons  to act  on  behalf  of  the  Company  with  full  discretionary
        authority to control and manage the  operation of, and  administer,  the
        Plan.  The  Committee  members  may,  but need not be,  employees of the
        Company and shall serve at the pleasure of the Board of Directors of the
        Company. They shall be entitled to reimbursement of expenses,  but those
        members of the Committee who are also  employees of the Company shall be
        entitled to no  compensation  for their  service on the  Committee.  Any
        reimbursement  of  expenses  of the  Committee  members  shall  be  paid
        directly by the Company.  Vacancies on the Committee  shall be filled by
        the  Board  of  Directors  of  the  Company.  Such  Committee  shall  be
        responsible for the general  administration of the Plan under the policy
        guidance of the Company.

11.2    Duties and Powers of the Committee. In addition to the duties and powers
        ----------------------------------
        described  elsewhere  hereunder,  the Committee shall have the following
        specific duties and powers:

        (a)     to  retain  such  consultants,   accountants,   attorneys,   and
                Actuaries as deemed necessary or desirable to render statements,
                reports,  and advice with  respect to the Plan and to assist the
                Committee in complying with all applicable rules and regulations
                affecting the Plan; any consultants, accountants, attorneys, and
                Actuaries may be the same as those retained by the Company;

        (b)     to decide appeals under Article XIII;

        (c)     to establish a funding policy  consistent with the objectives of
                the Plan;

        (d)     to enact uniform and nondiscriminatory  rules and regulations to
                carry out the provisions of the Plan;

        (e)     to resolve  questions or disputes  relating to  eligibility  for
                benefits or the amount of benefits under the Plan;

        (f)     to interpret the provisions of the Plan;

        (g)     to determine  whether any domestic  relations  order received by
                the Plan is a qualified domestic relations order, as provided in
                Section 414(p) of the Code;

        (h)     to evaluate administrative procedures; and


                                      -37-
<PAGE>


        (i)     to  delegate  such  duties  and  powers as the  Committee  shall
                determine from time to time to any person or persons,  including
                the Administrator.

11.3    Functioning of Committee. The Committee and those persons or entities to
        ------------------------
        whom the Committee has  delegated  responsibilities  shall keep accurate
        records and minutes of  meetings,  interpretations  and  decisions.  Any
        Employee may examine records  pertaining  directly to him. The Committee
        shall  elect  a  chairman  and a  secretary  from  its  membership.  The
        Committee  shall act by majority  vote of the  members,  and such action
        shall be evidenced by a written document.

11.4    Indemnification.  Each member of the Committee, and any other person who
        ---------------
        is an employee or director of the Company,  shall be  indemnified by the
        Company against expenses (other than amounts paid in settlement to which
        the Company does not consent)  reasonably  incurred by him in connection
        with any action to which he may be a party by reason of his  performance
        of  administrative  functions  and  duties  under  the  Plan,  except in
        relation  to matters as to which he shall be  adjudged in such action to
        be  personally  guilty  of  negligence  or  willful  misconduct  in  the
        performance of his duties. The foregoing right to indemnification  shall
        be in addition to such other rights as the  Committee  member,  or other
        person may enjoy as a matter of law or by reason of  insurance  coverage
        of any kind. Rights granted hereunder shall be in addition to and not in
        lieu of any rights to  indemnification to which the Committee member, or
        other person may be entitled pursuant to the by-laws of the Company.

11.5    The Trustee.  The Trustee shall be the named  fiduciary  with respect to
        -----------
        the  management  and  control of Plan  assets held by it, and shall have
        exclusive  authority to hold,  manage and  administer  the Trust Fund in
        accordance  with the terms of the Trust  Agreement  entered into between
        the  Company  and the Trustee  except to the extent  that  authority  to
        manage   certain   assets  held  by  the  Trust  is   delegated  by  the
        Administrative  Committee to an Investment Manager pursuant to the terms
        of the Trust  Agreement.  The Trustee may designate  agents or others to
        carry out certain of the administrative  responsibilities  in connection
        with the management of the Trust.

11.6    The Trust Fund. The Trust Fund shall be used to pay benefits as provided
        --------------
        in the Plan and for the payment of expenses  relating to the Plan except
        to the extent  that such  expenses  are paid by the  Employers.  For all
        other purposes, including investment management and custodial functions,
        the Trust  Fund held under  this Plan may be  commingled  with the Trust
        Fund or  Funds  held  under  any  other  pensions  plan or  plans of the
        Company.  Prior to the  satisfaction of all rights of  Participants  and
        Beneficiaries  under the Plan, no part of the principal or income of the
        Trust  Fund  shall be used or  diverted  to  purposes  other  than those
        provided in the Plan,  and no part thereof shall revert to the Employers
        except after satisfaction of all liabilities of the Plan.


                                      -38-
<PAGE>

                                   ARTICLE XII

                            MANAGEMENT OF TRUST FUND
                            ------------------------


12.1    The Trust  Fund.  The Trust Fund  shall be held in trust by the  Trustee
        ---------------
        appointed from time to time (before or after termination of the Plan) by
        the Administrative Committee and shall he evidenced by a Trust Agreement
        between the Company and the Trustee, a copy of which shall be filed with
        the Administrative Committee.

12.2    Exclusive Benefit.  The Trust Agreement must contain a provision that it
        -----------------
        shall  be  impossible  at any  time  prior  to the  satisfaction  of all
        liabilities with respect to Participants or Beneficiaries  thereof under
        the Trust,  for any part of the corpus or income to be used for purposes
        other than for the exclusive  benefit of Participants  or  Beneficiaries
        and  paying  the  reasonable  expenses  of the  Plan  and of the  Trust,
        provided  that  nothing  herein shall be deemed to prevent the return of
        any employer  contribution  (1) resulting from a mistake of fact, or (2)
        conditioned upon deductibility under Section 404 of the Code, within one
        year  after the date of (i)  payment  of the  contribution,  or (ii) the
        disallowance of the contribution, respectively.

12.3    Trustee's  Reports.  As soon as  practicable  after each Plan Year,  the
        ------------------
        Trustee  shall submit to the  Administrative  Committee  an  appropriate
        report stating the net value of the Trust Fund as of the end of the Plan
        Year and containing such other information relating to the Trust Fund as
        the Administrative Committee from time to time may request.

12.4    Trust  Agreement.  The Trust  Agreement shall be a part of this Plan and
        ----------------
        any rights or benefits under this Plan shall be subject to all the terms
        and provisions of the Trust Agreement.

12.5    Expenses.  All expenses incurred in the administration of the Plan shall
        --------
        be paid for by the Trust  Fund to the  extent  not paid by the  Company.
        Such expenses include any expenses incident to the administration of the
        Plan  including,  but not limited to, fees of  accountants,  counsel and
        other specialist.


                                      -39-
<PAGE>

                                  ARTICLE XIII

                            BENEFIT CLAIMS PROCEDURE
                            ------------------------



13.1    Claim for Benefits. Any claim for benefits under this Plan shall be made
        ------------------
        in writing to the Administrative  Committee.  If a claim for benefits is
        wholly or partially denied, the Administrative Committee shall so notify
        the  Participant  or  Beneficiary  within 90 days  after  receipt of the
        claim, unless special circumstances require an extension to 180 days, in
        which  case  the  Participant  will  be  notified  of the  need  for the
        extension  within the initial 90-day period.  The notice of denial shall
        be written in a manner calculated to be understood by the Participant or
        Beneficiary  and shall  contain (a) the  specific  reason or reasons for
        denial of the claim,  (b) a specific  reference  to the  pertinent  Plan
        provisions  upon which the  denial is based,  (c) a  description  of any
        additional  material  or  information  necessary  to  perfect  the claim
        together  with an  explanation  of why such material or  information  is
        necessary and (d) an  explanation of the claims review  procedure.  If a
        written  notice  of  denial  is  not  provided  to  the  Participant  or
        Beneficiary within such time period, the claim may be considered denied.

13.2    Review of Claim.  Within 60 days after the receipt by the Participant or
        ---------------
        Beneficiary of notice of denial of a claim (or at such later time as may
        be reasonable in view of the nature of the benefit  subject to claim and
        other  circumstances),  the  Participant or  Beneficiary  may (a) file a
        request with the Committee that it conduct a full and fair review of the
        denial of the  claim,  (b)  review  pertinent  documents  and (c) submit
        questions and comments to the Committee in writing.

13.3    Decision After Review. Within 60 days after the receipt of a request for
        ---------------------
        review under Section 13.2, the Administrative Committee shall deliver to
        the  Participant or  Beneficiary a written  decision with respect to the
        claim, except that if there are special  circumstances (such as the need
        to hold a hearing)  which require more time for  processing,  the 60-day
        period  shall be  extended  to 120 days upon  notice  within the initial
        60-day period to the  Participant  or  Beneficiary  to that effect.  The
        decision shall be written in a manner calculated to be understood by the
        Participant or Beneficiary  and shall (a) include the specific reason or
        reasons for the  decision  and (b) contain a specific  reference  to the
        pertinent Plan provisions upon which the decision is based. If a written
        notice of denial  is not  provided  to the  Participant  or  Beneficiary
        within such time period, the appeal may be considered denied.

13.4    Committee  Determination  Binding. The Committee shall have the right to
        ---------------------------------
        decide, in their sole and exclusive discretion, all questions respecting
        the  interpretation,  application,  or  administration  of the  rules of
        eligibility for the benefits or services  furnished by the Plan and such
        decisions  shall  be  conclusive  and  binding  upon  all  Participants,
        dependents and beneficiaries.


                                      -40-
<PAGE>


                                   ARTICLE XIV

                           NON-ALIENATION OF BENEFITS
                           --------------------------


14.1    Non-Alienation. Subject to Section 14.2, any benefits under or interests
        --------------
        in  this  Plan  shall  not  be  assignable  or  subject  to  alienation,
        hypothecation,  garnishment,  attachment, execution or levy of any kind.
        Any action in violation of this provision shall be void.

14.2    Qualified Domestic Relations Orders. Section 13.1 shall not apply to the
        -----------------------------------
        creation, assignment or recognition of a right to the Retirement Benefit
        of a Participant  pursuant to a Qualified  Domestic Relations Order. The
        Administrative  Committee  shall  establish  reasonable  procedures  for
        determining  whether a domestic  relations order is a Qualified Domestic
        Relations Order and for administering distributions under such order.


                                      -41-
<PAGE>

                                   ARTICLE XV

                           DESIGNATION OF BENEFICIARY
                           --------------------------



15.1    Beneficiary Designation.
        -----------------------

        (a)     The  designation  of a  beneficiary  under a joint and  survivor
                annuity  shall  be  fixed  and may not be  changed  on or  after
                benefit payments commence.

        (b)     The  designation  of a beneficiary to receive any remainder of a
                guaranteed  number of payments may be made or changed  until the
                date on which the guaranteed period has expired.

        (c)     Subject to  Subsections  (a) and (b) and to the  provisions  set
                forth  above  relating  to the  rights of  Spouses  to  survivor
                benefit  payments,  each Participant shall have the right at any
                time to designate or to change the previous  designation  of the
                beneficiary or beneficiaries who shall receive benefits, if any,
                after his death by  executing  and filing  with the  Committee a
                form prescribed by the Committee. No designation, revocation, or
                change of beneficiaries  shall be valid and effective unless and
                until filed with the Committee. If no designation is made, or if
                all of the beneficiaries  named in such designation  predeceases
                the  Participant  or cannot be  located  by the  Committee,  the
                interest,  if any, of the deceased  Participant shall be paid to
                the  surviving   relatives  of  the  Participant  in  the  first
                surviving  class  in the  schedule  set  forth as  follows:  (i)
                Spouse,  (ii) lineal  descendants  (including  stepchildren  and
                adopted   persons),   (iii)  parents   equally,   and  (iv)  the
                Participant's estate.

15.2    Effective  Date of  Designation.  Any  designation  or  revocation  of a
        -------------------------------
        designation  of a  Beneficiary  shall  become  effective  when  actually
        received  by the  Administrative  Committee  but  shall not  affect  any
        distribution previously made pursuant to a prior designation.










                                      -42-
<PAGE>


                                   ARTICLE XVI

                            AMENDMENT AND TERMINATION
                            -------------------------



16.1    Power of Amendment and  Termination.  It is the intention of the Company
        -----------------------------------
        that this Plan will be  permanent.  However,  the Company  reserves  the
        right to terminate its  participation in this Plan at any time by action
        of its board of  directors or other  governing  body.  Furthermore,  the
        Company reserves the power to amend or terminate the Plan at any time by
        action of the Board of  Directors.  Each  amendment  to the Plan will be
        binding on the Company.

16.2    Limitation on Amendment.
        ------------------------

        (a)     Except as expressly provided elsewhere in the Plan, prior to the
                satisfaction  of all  liabilities  with  respect to the benefits
                provided under this Plan, no such amendment or termination shall
                cause any part of the monies contributed  hereunder to revert to
                the Company or to be diverted to any purpose  other than for the
                exclusive  benefit of Participants and their  beneficiaries.  No
                amendment  shall  have the  effect  of  retroactively  depriving
                Participants  of benefits  already  accrued under the Plan.  Any
                amendment  shall become  effective as of the date  designated by
                the Board of Directors.

        (b)     Except  as  permitted  by  Regulations,  no  Plan  amendment  or
                transaction  having  the effect of a Plan  amendment  (such as a
                merger, plan transfer or similar transaction) shall be effective
                to the extent it eliminates  or reduces any "Section  411(d) (6)
                protected  benefit" or adds or modifies  conditions  relating to
                "Section 411(d) (6) protected benefits" the result of which is a
                further  restriction  on  such  benefit  unless  such  protected
                benefits are  preserved  with respect to benefits  accrued as of
                the  later  of  the  adoption  date  or  effective  date  of the
                amendment.  "Section 411(d) (6) protected benefits" are benefits
                described  in  Code  Section   411(d)(6)(A),   early  retirement
                benefits and  retirement-type  subsidies,  and optional forms of
                benefits.

        (c)     If this Plan is amended  and an effect of such  amendment  is to
                increase  current  liability (as defined in Code Section  401(a)
                (29) (E)) under the Plan for a Plan Year, and the funded current
                liability  percentage of the Plan for the plan Year in which the
                amendment  takes  effect  is  less  than  sixty  percent  (60%),
                including the amount of the unfunded current liability under the
                Plan attributable to the amendment, the amendment shall not take
                effect until the  Employer (or any member of a controlled  group
                which includes the Employer)  provides security to the Plan. The
                form and amount of such security shall satisfy the  requirements
                of Code Section  401(a) (29) (B) and (C).  Such  security may be
                released  provided the  requirements of Code Section 401(a) (29)
                (D) are satisfied.


                                      -43-
<PAGE>


16.3    Amendment to Vesting  Provision.  If the vesting provisions set forth in
        -------------------------------
        Article VI are amended,  any Participant who, as of the effective day of
        the  amendment  had been  credited  with  three or more years of Vesting
        Service  may  irrevocably  elect  to have  his  nonforfeitable  interest
        computed  without regard to the  amendment.  Notice of the amendment and
        the   availability   of  the  election  shall  be  given  to  each  such
        Participant,  and the election may be  exercised by the  Participant  by
        notice to the Administrative Committee within 60 days after the later of
        (a) the Participant's  receipt of the notice,  (b) the day the amendment
        is adopted or (c) the effective date of the amendment.

16.4    Amendment to Maintain Qualified Status.  Notwithstanding anything to the
        --------------------------------------
        contrary in Section 16.1,  the Board,  in its  discretion,  may make any
        modifications or amendments to the Plan, retroactively or prospectively,
        which it deems  appropriate  to  establish  or maintain the Plan and the
        Trust  Agreement as a qualified  employees' plan and trust under Section
        401 and 501 of the Code.

16.5    Disposition on  Termination.  In the event of the termination or partial
        ---------------------------
        termination  of the Plan,  as defined in the Code,  the interest of each
        affected  Participant who would not have a non-forfeitable  right to one
        hundred  percent  (100%)  of  his  Accrued  Benefit  if  his  employment
        terminated on the date of the termination or partial  termination of the
        Plan  shall  become  non-forfeitable;  however,  in the  event of such a
        termination, each Participant and beneficiary shall have recourse toward
        satisfaction of his non-forfeitable rights to his pension only from Plan
        assets or from the Pension  Benefit  Guaranty  Corporation to the extent
        that it guarantees benefits.

        The amount of the Fund shall be  determined  and,  after  providing  for
        expenses  incident to termination and liquidation,  the remaining assets
        of such Fund shall be allocated in accordance with Section 4044 of ERISA
        for the  purpose of paying  benefits  proportionately  among each of the
        priority groups described below in the following order of precedence:

        (a)     to provide benefits to retired  Participants  and  beneficiaries
                who began  receiving  benefits at least  three years  before the
                Plan termination (including those benefits which would have been
                received for at least three years if the Participant had retired
                that long ago),  based on Plan  provisions  in effect five years
                prior to  termination  during which period such benefit would be
                the least; provided that the lowest benefit in pay status during
                a  three-year  period  shall be  considered  the  benefit in pay
                status for such period;

        (b)     to provide all other Accrued Benefits guaranteed by Federal law;

        (c)     to provide all other vested Accrued Benefits;

        (d)     to provide all remaining non-vested Accrued Benefits.


                                      -44-

<PAGE>

        If the assets  available for allocation  under any priority group (other
        than as  provided in priority  groups (c) and (d)) are  insufficient  to
        satisfy  in  full  the  Accrued   Benefits  of  all   Participants   and
        beneficiaries,  the  assets  shall  be  allocated  pro rata  among  such
        Participants  and  beneficiaries  on the basis of the  present  value of
        their  respective  benefits (as of the termination  date). The foregoing
        payments and payments in the event  assets are  insufficient  to pay the
        Accrued Benefits provided in priority groups (c) and (d) will be paid in
        accordance with  regulations  prescribed by the Pension Benefit Guaranty
        Corporation.  The procedure for allocation of assets upon termination of
        the Plan will be carried out in an appropriate  manner as to prevent the
        Plan from being deemed disqualified by the Internal Revenue Service.

        In the  event all  Accrued  Benefits  described  above  have been  fully
        funded, any remaining funds will revert to the Company.

        Notwithstanding  any  other  provision  in this  Section,  if any of the
        provisions  of  this  Section   conflicts  with  ERISA  and  regulations
        thereunder, then ERISA and its regulations shall control.

16.6    Merger,   Consolidation,   or  Transfer.   In  case  of  any  merger  or
        -------------------------------------
        consolidation  with, or transfer of assets or  liabilities  to any other
        plan,  as  provided  in the Code,  the  benefit  of any  Participant  or
        beneficiary  immediately after such merger,  consolidation,  or transfer
        (if the Plan had then terminated) shall be at least equal to the benefit
        such Participant or beneficiary would have received  immediately  before
        such  merger,   consolidation,   or  transfer  (if  the  Plan  had  then
        terminated).

        Plant  Shutdown.  Effective  December 31, 1996 the Systems  Division was
        ---------------
        shut down.  Certain  employees  were covered by the Met-Pro  Corporation
        Negotiated Pension Plan. The Met-Pro Corporation Negotiated Pension Plan
        is merged  into  this Plan  effective  June 1,  1997.  In the event of a
        termination or partial termination or spin-off of this Plan occurring on
        or prior to May 31, 2002,  the allocation of assets of the Plan pursuant
        to this  Article XVI shall be made in such a manner as to give effect to
        any  special  schedule  of  benefits  which  is  required,  pursuant  to
        regulations issued under Section 414(l) of the Internal Revenue Code, to
        be  created  as a  result  of  the  merger  of the  Met-Pro  Corporation
        Negotiated  Pension Plan into this Plan which merger was effective as of
        June 1, 1997.


                                      -45-
<PAGE>

                                  ARTICLE XVII

                              TOP-HEAVY PROVISIONS
                              --------------------



17.1    The following definitions apply for purposes of this Article XVII:

        (a)     Average   Compensation   -  a   Participant's   average   annual
                compensation  (as  defined in  Regulation  1.415-2(d)(1)  of the
                Code)  during  the five  consecutive  Plan  Years  in which  the
                Participant  received  the  greatest  compensation,  taking into
                account only Plan Years (1) during  which he was a  Participant,
                (2) with respect to which the  Participant  was credited  with a
                year of  Vesting  Service  and (3) ending no later than the last
                day of the  last  Plan  Year in which  the Plan was a Top  Heavy
                Plan.

        (b)     Determination  Date - with respect to any plan year of the Plan,
                a Defined Benefit Plan or a Defined  Contribution Plan, the last
                day of the preceding plan year (or in the case of the first plan
                year of a plan the last day of that plan year).

        (c)     Key Employee - an Employee who at any time during a Plan Year or
                any of the  preceding  four Plan  Years is (a) an officer of the
                Employer with Compensation greater than 50 percent of the amount
                in effect under Section 415(b)(l)(A) of the Code on the last day
                of the Plan Year, (b) one of the ten Employees with Compensation
                greater than the amount in effect under Section  415(c)(l)(A) of
                the Code on the last day of the Plan Year and owning the largest
                percentage  (in excess of one half of one  percent)  interest in
                value of the Company (c) a Five  Percent  Owner and (d) an owner
                of more than One Percent  Owner with  Compensation  in excess of
                $150,000.  The  determination  of whether an  Employee  is a Key
                Employee shall be made in accordance  with Section 416(i) of the
                Code.  The  Beneficiary  of a Key Employee shall be treated as a
                Key Employee.

        (d)     Permissive  Aggregation  Group of  Plans - a group  of  employee
                benefit plans  including a Required  Aggregation  Group of Plans
                and any other  Defined  Benefit  Plans or  Defined  Contribution
                Plans which when considered as a group meets the requirements of
                Sections 401(a)(4) and 410 of the Code.

        (e)     Required  Aggregation  Group  of  Plans  - a group  of  employee
                benefit plans  including  each Defined  Benefit Plan and Defined
                Contribution  Plan (a) in  which  any Key  Employee  is or was a
                Participant  or (b) which enables a plan described in clause (a)
                to meet the requirements of Section  401(a)(4) or Section 410 of
                the Code.

        (f)     Super  Top  Heavy  Plan - the  Plan  for  any  Plan  Year  if it
                satisfies  the  definition  of Top Heavy  Plan  with 90  percent
                substituted for 60 percent.

                                      -46-
<PAGE>

        (g)     Top  Heavy  Fraction  means  (a) with  respect  to the  Plan,  a
                fraction for a Plan Year the numerator of which is the aggregate
                of  the  present  values  of  the  accrued   benefits  as  of  a
                Determination Date of all Participants who are Key Employees and
                the  denominator of which is the aggregate of the present values
                of  the  accrued  benefits  as of a  Determination  Date  of all
                Participants or (b) with respect to a Required Aggregation Group
                of Plans or a Permissive  Aggregation  Group of Plans a fraction
                (A) the  numerator  of which is the sum of (i) the  aggregate of
                the present values of the accrued  benefits as of the applicable
                Determination  Date of all  Participants  who are Key  Employees
                under all defined  benefit plans included in that group and (ii)
                the aggregate credit balances as of the applicable Determination
                Date in the accounts of all  Participants  who are Key Employees
                under all defined  contribution  plans included in the group and
                (B) the  denominator of which is the sum of (i) the aggregate of
                the present values of the accrued  benefits as of the applicable
                Determination Date of all Participants under all defined benefit
                plans  included  in the  Group  and  (ii) the  aggregate  credit
                balances as of the applicable Determination Date in the accounts
                of  all  Participants  under  all  defined   contribution  plans
                included in the group.

                In computing a Top Heavy Fraction for a Plan Year, the following
                rules shall apply:  (a) the present value of accrued benefits as
                of a Determination  Date under each defined benefit plan and the
                aggregate account balances as of a Determination Date under each
                defined  contribution  plan shall be increased by the  aggregate
                distributions  made from that plan to  Participants  during  the
                five year  period  ending  on the  Determination  Date,  (b) the
                accrued  benefit under any defined  benefit plan and the account
                balance under any defined contribution plan of a Participant who
                has not  performed  services  for an Employer at any time during
                the five-year period ending on the  Determination  Date shall be
                disregarded,  (c) the present value of accrued  benefits under a
                defined benefit plan as of a  Determination  Date and the credit
                balance under a defined contribution plan shall be determined as
                of that plan's  valuation  date which occurs during the 12-month
                period ending on the  Determination  Date,  (d) in the case of a
                Required  Aggregation Group or a Permissive  Aggregation  Group,
                the Determination  Date of each Plan included in the group shall
                be the Determination  Date that occurs in the same calendar year
                as the  Determination  Date of the  Plan,  (e) in the  case of a
                Required Aggregation Group or a Permissive Aggregation Group, in
                determining the present value of accrued  benefits the actuarial
                assumptions  set  forth  for  this  Plan  shall  be used for all
                defined  benefit  plans,  and  (f) in  the  case  of a  Required
                Aggregation  Group or Permissive  Aggregation  Group the present
                value of the accrued benefits under all defined benefit plans of
                Participants  other than Key Employees shall he determined based
                upon the method  used  uniformly  for accrual  purposes  for all
                defined benefit plans but if there is no uniform  method,  based
                upon the benefit  accrual rate which does not exceed the slowest
                accrual  rate  permitted  under the  fractional  accrual rule of
                Section 411(b)(l)(C) of the Internal Revenue Code.


                                      -47-
<PAGE>

        (h)     Top  Heavy  Plan - the Plan for any Plan  Year if the Top  Heavy
                Fraction for that Plan Year exceeds 60 percent (a) for the Plan,
                if the  Plan is not  part of a  Required  Aggregation  Group  of
                Plans, (b) for the Required  Aggregation  Group of Plans, if the
                Plan is part of a Required  Aggregation  Group of Plans,  or (c)
                for the Permissive  Aggregation  Group of Plans,  if the Plan is
                part of a Permissive  Aggregation  Group of Plans and a Required
                Aggregation Group of Plans.

17.2    When Top Heavy Provisions Apply.  Notwithstanding any other provision of
        -------------------------------
        this Plan,  the provisions of this Article XVII shall apply with respect
        to any Plan Year for which the Plan is a Top Heavy Plan.

17.3    Minimum  Benefit.   Subject  to  Article  IX,  upon  the  retirement  or
        ----------------
        termination  of employment  of a Participant  who is not a Key Employee,
        the  Participant's  retirement  benefit shall be equal to the greater of
        (a) the Retirement  Benefit that  otherwise  would be determined for the
        Participant under Article V if no effect were given to this Article XVII
        and  (b)  the  product  of  2  percent  of  the  Participant's   Average
        Compensation and the number of years of his or her Years of Service (not
        in excess of 10)  credited  with respect to Plan Years in which the Plan
        is a Top Heavy  Plan and he or she is a  Participant.  For  purposes  of
        determining a Participant's  Retirement Benefit under this Section 17.3,
        it shall be assumed that payment of the  Retirement  Benefit shall be in
        the  form  of  a  straight  life  annuity  without  ancillary  benefits,
        commencing on the Participant's Normal Retirement Date. If a Participant
        who is not a Key  Employee  participates  in both a defined  benefit and
        defined  contribution  Plan, the Company is not required to provide such
        Participant  both the minimum benefit and the minimum  contribution.  In
        such event, the Participant  shall receive the benefit described in this
        Section.

        The retirement  benefit  determined  under this Section 17.3 shall apply
        even though as a result of other Plan  provisions a  Participant  who is
        not a Key  Employee  would  not  otherwise  have been  entitled  to have
        received a benefit or would have received a lesser  benefit  because (i)
        he or she  failed to make  mandatory  employee  contributions  under the
        Plan; (ii) his or her Compensation is less than the stated amount; (iii)
        he or she is not  employed  on the last day of the  accrual  computation
        period or (iv) the Plan is integrated with Social Security.

17.4    Vesting.  For any  Plan  Year  the Plan is a Top  Heavy  Plan,  the non-
        -------
        forfeitable  portion of the Retirement  Benefit of a Participant  who is
        credited  with at least one Hour of Service  during that Plan Year under
        Section  1.24 shall be the greater of the  percentage  determined  under
        Article VI and a percentage based on the Participant's  Years of Service
        as follows:

              Number of Years of Service                  Vesting Percentage

                        0                                         0
                        1                                         0
                        2                                        20
                        3                                        40
                        4                                        60
                        5                                        80
                    6 or more                                   100


                                      -48-
<PAGE>

17.5    Change  From Top Heavy  Vesting.  If the Plan is a Top Heavy  Plan for a
        -------------------------------
        Plan  Year and  ceases to be a Top Heavy  Plan for the  subsequent  Plan
        Year, the change in the vesting provision under this Section 17.5 to the
        vesting provision under Article VI shall for purposes of Section 16.3 be
        treated as an amendment of the vesting provisions of the Plan.

17.6    Combined Limitation.  For any Plan Year in which the Plan is a Super Top
        -------------------
        Heavy  Plan,  1.0 shall be  substituted  for 1.25 in  clause  (1) of the
        definition of Defined Benefit Plan Fraction  (Section 9.1(b)) and clause
        (2) of the  definition of Defined  Contribution  Plan Fraction  (Section
        9.1(c)).  The foregoing  shall not apply for Plan Years  beginning on or
        after the first day of the 2000 limitation year.
































                                      -49-
<PAGE>

                                  ARTICLE XVIII

                               GENERAL PROVISIONS
                               ------------------



18.1    No Employment Rights.  Neither the action of the Company in establishing
        --------------------
        the Plan,  nor any provisions of the Plan, nor any action taken by it or
        by the  Committee  shall be  construed  as giving to any employee of the
        Company the right to be retained in its employ,  or any right to payment
        except to the  extent of the  benefits  provided  in the Plan to be paid
        from the Fund.

18.2    Governing Law. Except to the extent  superseded by ERISA,  all questions
        -------------
        pertaining  to the  validity,  construction,  and  operation of the Plan
        shall be determined  in  accordance  with the laws of the state in which
        the principal place of business of the Company is located.

18.3    Severability of Provisions.  If any provision of this plan is determined
        --------------------------
        to be void by any  court  of  competent  jurisdiction,  the  Plan  shall
        continue to operate and, for the  purposes of the  jurisdiction  of that
        court only, shall be deemed not to include the provisions  determined to
        be void.

18.4    No Interest in Fund. No persons shall have any interest in, or right to,
        -------------------
        any part of the  principal  or income of the Fund,  except as and to the
        extent expressly provided in this Plan and in the Trust Agreement.

18.5    Discretion.  Any discretionary acts under this Plan by the Company or by
        ----------
        the  Administrative  Committee  shall be uniform and  applicable  to all
        persons  similarly  situated.  No discretionary act shall be taken which
        constitutes  prohibited  discrimination  under the provisions of Section
        401(a) of the Code.

18.6    Gender.  Wherever  applicable,  any word  used in the  masculine  should
        ------
        include the  feminine,  and any word used in the singular  shall include
        the plural.

18.7    Participant    Information.    Each   Participant   shall   notify   the
        --------------------------
        Administrative  Committee of (a) his mailing  address and each change of
        mailing address, (b) the Participant's,  the Participant's Beneficiary's
        and, if applicable  the  Participant's  Spouse's date of birth,  (c) the
        Participant's  marital status and any change of his marital status,  and
        (d) any other information required by the Administrative  Committee. The
        information provided by the Participant under this Section 18.7 shall be
        binding upon the Participant and the  Participant's  Beneficiary for all
        purposes of the Plan.


                                      -50-
<PAGE>


18.8    Statement of Retirement Benefits.  Upon a Participant's  written request
        --------------------------------
        to the Administrative  Committee,  but no more frequently than once in a
        twelve-month period, the Administrative Committee shall furnish him with
        a statement of his Retirement Benefits.

18.9    Notices. Any notice, request, election, designation, revocation or other
        -------
        communication  under  this  Plan  shall  be  in  writing  and  shall  be
        considered given when delivered personally or mailed by first class mail
        to the last address furnished to the Committee.

18.10   Headings. The headings in this Plan are for convenience of reference and
        --------
        shall not be given substantive effect.

18.11   Withholding.  The  Committee  and the  Trustees  shall have the right to
        -----------
        withhold  any and all  state,  local,  and  Federal  taxes  which may be
        withheld in accordance with applicable law.

Executed this 26th of February, 2002.




         [SEAL]               (NAME)

                              By:  /s/ William L. Kacin
                                 ----------------------
                                   President and CEO



















                                      -51-
<PAGE>

                                   APPENDIX A

          ACTUARIAL ASSUMPTIONS USED TO DETERMINE ACTUARIAL EQUIVALENCE
          -------------------------------------------------------------


1.      "Actuarial  Equivalent".  Subject to Section 2, the Actuarial Equivalent
        -----------------------
        of a given benefit shall be determined using the following assumptions:

        (a)     Interest - 8 percent per annum compounded annually.

        (b)     Mortality - The 1971 Male Group Annuity Table with ages set back
                three years.

2.      Minimum Actuarial Equivalent Present Value.
        ------------------------------------------

        (a)     Subject to paragraph (b) below, if a Participant's  benefits are
                to be paid in a single sum, then in no event shall the Actuarial
                Present Value of a  Participant's  Vested  Interest be less than
                the greater of:

                (i)     such present value  determined  based on the assumptions
                        set forth in Section 1 above, or

                (ii)    such  present  value  determined  based on the  interest
                        rates  which  would be used as of the  first  day of the
                        Plan Year in which  distribution  occurs by the  Pension
                        Benefit  Guaranty  Corporation  for  a  trusteed  single
                        employer  Plan  and the  mortality  table  specified  in
                        paragraph (b) of Section 1.

        (b)     Effective September 1, 1995, if a Participant's  benefits are to
                be paid in a single sum,  then in no event  shall the  Actuarial
                Equivalent  present value of a Participant's  Vested Interest be
                less than:

                (i)     such present value  determined  based on the assumptions
                        set forth in Section 1 above, or

                (ii)    such  present  value   determined  using  the  following
                        assumptions:

                        (A)     Interest  -  the  annual  rate  of  interest  on
                                30-Year Treasury  securities as published by the
                                IRS for the month  prior to the  first  month of
                                the Plan Year in which the distribution occurs.

                        (B)     Mortality  -  determined  under  the  applicable
                                mortality table under Code Section 417(e).


                                      -52-
<PAGE>

        (c)     Solely for the purpose of determining  an actuarial  increase in
                benefits due as a result of the  commencement  of such  benefits
                after the Participant's  attainment of age 70 1/2, the following
                assumptions will be used:

                (i)     Interest - 5 percent per annum compounded annually,

                (ii)    Mortality - 1994 Group Annuity Table.























                                      -53-
<PAGE>

                                   APPENDIX B



Effective  as of December 31, 2000,  the Accrued  Monthly  Pension of William L.
Kacin is increased by $6,666.67.





























                                      -54-