<PAGE>   36

                         PAUL MUELLER COMPANY

                 NONCONTRACT EMPLOYEES RETIREMENT PLAN

                    Restated as of January 1, 2000

<PAGE>   37

                         PAUL MUELLER COMPANY

                 NONCONTRACT EMPLOYEES RETIREMENT PLAN

     On July 3, 1957, Paul Mueller Company, a corporation organized
and existing under the laws of the State of Missouri, adopted the
"Paul Mueller Company Employee Pension Trust."  On July 3, 1972,
this document was amended and restated to create separate documents
entitled "Paul Mueller Company Employee Retirement Plan" and "1972
Amendment to Paul Mueller Company Employee Pension Trust."  The
Plan has since been amended and restated, becoming the "Paul Mueller
Company Salaried and Clerical Employees Retirement Plan" as of
July 1, 1976, and the "Paul Mueller Company Noncontract Employees
Retirement Plan" as of January 1, 1996.  The Trust has also been
amended and restated from time to time.

     Effective as of January 1, 2000 (and such other dates as are
specified herein), Paul Mueller Company hereby amends, restates, and
combines both documents to read as set forth herein.  The provisions
of this restated document shall apply only to Employees having at
least one Hour of Service on or after the applicable effective date.
It is intended that the Plan continue to qualify under Section 401(a)
of the Internal Revenue Code of 1986, and that the Trust remain
exempt from tax under Section 501(a) of such Code.  The Plan and
Trust set forth in this document, and all subsequent amendments
hereto, shall be known as the "Paul Mueller Company Noncontract
Employees Retirement Plan."

                                 - i -

<PAGE>   38

                          TABLE OF CONTENTS

<TABLE>
<S>           <C>                                                 <C>
ARTICLE IV    DEFINITIONS........................................  1
     1.01     Accrued Benefit....................................  1
     1.02     Actuarially Equivalent.............................  2
     1.03     Affiliated Employer................................  2
     1.04     Authorized Absence.................................  2
     1.05     Average Monthly Compensation.......................  3
     1.06     Beneficiary........................................  3
     1.07     Benefit Commencement Date..........................  3
     1.08     Board..............................................  3
     1.09     Code...............................................  3
     1.10     Committee..........................................  3
     1.11     Company............................................  3
     1.12     Compensation.......................................  3
     1.13     Contingent Annuitant...............................  4
     1.14     Continuous Service.................................  4
     1.15     Contract Employee Plan.............................  5
     1.16     Contract Employee Plan Coverage....................  5
     1.17     Disability.........................................  5
     1.18     Early Retirement Date..............................  5
     1.19     Effective Date.....................................  5
     1.20     Eligible Employee..................................  5
     1.21     Eligible Spouse....................................  5
     1.22     Employee...........................................  5
     1.23     Employer...........................................  6
     1.24     Employment Commencement Date.......................  6
     1.25     ERISA..............................................  6
     1.26     Hours of Service...................................  6
     1.27     Late Retirement Date...............................  7
     1.28     Normal Form........................................  7
     1.29     Normal Retirement Age..............................  7
     1.30     Normal Retirement Date.............................  7
     1.31     Participant........................................  7
     1.32     Period of Service..................................  7
     1.33     Period of Severance................................  7
     1.34     Plan...............................................  8
     1.35     Plan Year..........................................  8
     1.36     Present Value......................................  8
     1.37     Prior Plan.........................................  8
     1.38     Prior Plan Participant.............................  8
     1.39     Retire or Retirement...............................  8
     1.40     Retirement Date....................................  8
     1.41     Severance from Service Date........................  8

                                - ii -

<PAGE>   39

     1.42     Trust..............................................  8
     1.43     Trustee............................................  8
     1.44     Trust Fund.........................................  8
     1.45     Years of Credited Service..........................  8
     1.46     Years of Eligibility Service.......................  9
     1.47     Years of Service...................................  9
     1.48     Years of Vesting Service...........................  9

ARTICLE II    SERVICE............................................ 10
     2.01     Years of Service................................... 10
     2.02     Years of Eligibility Service....................... 10
     2.03     Years of Vesting Service........................... 10
     2.04     Years of Credited Service.......................... 11

ARTICLE III   ELIGIBILITY FOR PARTICIPATION...................... 12
     3.01     Initial Eligibility................................ 12
     3.02     Reemployed Former Participants..................... 12
     3.03     Other Reemployed Employees......................... 12

ARTICLE IV    BENEFITS FOR PARTICIPANTS.......................... 14
     4.01     Normal Retirement Benefit.......................... 14
     4.02     Early Retirement Benefit........................... 14
     4.03     Late Retirement Benefit............................ 14
     4.04     Termination Benefit................................ 15
     4.05     Disability Benefit................................. 15

ARTICLE V     DEATH BENEFITS..................................... 17
     5.01     Death Before Benefit Payment Commencement Date..... 17
     5.02     Death After Benefit Payment Commencement Date...... 18
     5.03     Special Rules Applicable to Death Benefits......... 18

ARTICLE VI    PAYMENT OF BENEFITS................................ 19
     6.01     Automatic Form of Payment.......................... 19
     6.02     Optional Forms of Payment.......................... 19
     6.03     Lump-Sum Payments.................................. 19
     6.04     Election Procedures................................ 20

ARTICLE VII   CALCULATION OF ACCRUED BENEFIT..................... 22
     7.01     In General......................................... 22
     7.02     TRA '86 Participants............................... 22
     7.03     OBRA '93 Participants.............................. 23
     7.04     Adjusting Frozen Benefits.......................... 24
     7.05     Payment Offsets.................................... 24

                                - iii -

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ARTICLE VIII  OTHER PROVISIONS AFFECTING BENEFITS................ 25
     8.01     No Assignment...................................... 25
     8.02     Merger of Plans.................................... 25
     8.03     Nonduplication of Benefits......................... 25
     8.04     Qualified Domestic Relations Orders................ 25
     8.05     Funding Policy and Contributions................... 26
     8.06     Nondeductible Contributions........................ 26
     8.07     Mistaken Contributions............................. 27
     8.08     Section 415 Limitations............................ 27
     8.09     Special Distribution Requirements Under Code
                Section 401(a)(9)................................ 27
     8.10     Special Distribution Requirements Under Code
                Section 401(a)(14)............................... 29
     8.11     Restrictions on Benefits for Certain Employees..... 30
     8.12     Restrictions on Benefits During
                Liquidity Shortfall.............................. 31
     8.13     Incapacity......................................... 32
     8.14     Identity of Payee and Amount of Benefits........... 32
     8.15     Direct Rollovers................................... 32
     8.16     Effect of Qualified Military Service............... 33

ARTICLE IX    TRANSFER FROM ONE COMPANY PLAN TO ANOTHER.......... 34
     9.01     From this Plan to Contract Employee Plan........... 34
     9.02     From Contract Employee Plan to this Plan........... 35
     9.03     Examples Showing Benefit Calculations for
                Employees Transferring Between Plans............. 35

ARTICLE X     SPECIAL PROVISIONS APPLICABLE TO PRIOR PLAN
                PARTICIPANTS..................................... 37
    10.01     Special Provisions................................. 37
    10.02     Offset For Insurance or Annuity Payments........... 39

ARTICLE XI    REEMPLOYMENT AFTER RETIREMENT...................... 40
    11.01     While Receiving Annuity Payments................... 40
    11.02     After Receiving Lump-Sum Payment................... 41
    11.03     Continued Employment Beyond
                Normal Retirement Date........................... 43

ARTICLE XII   TOP-HEAVY RULES.................................... 44
    12.01     Exclusion of Employees Covered by Collective
                Bargaining Agreements............................ 44
    12.02     Determination of Top-Heavy Status.................. 44
    12.03     Minimum Vesting Requirement for Top-Heavy Years.... 45
    12.04     Minimum Normal Retirement Benefit for
                Top-Heavy Years.................................. 45
    12.05     Top-Heavy Definitions.............................. 46
    12.06     Construction....................................... 50

                                - iv -

<PAGE>   41

ARTICLE XIII  PLAN ADMINISTRATION................................ 51
    13.01     Retirement Committee............................... 51
    13.02     Actions of the Committee........................... 51
    13.03     Plan Interpretation................................ 51
    13.04     Compensation and Expenses.......................... 52
    13.05     Reliance on Experts................................ 52
    13.06     Co-Fiduciary Responsibility........................ 52
    13.07     Indemnification.................................... 52
    13.08     Plan Fiduciary..................................... 53

ARTICLE XIV   TRUST PROVISIONS................................... 54
    14.01     Appointment of Trustee............................. 54
    14.02     Title to Assets.................................... 54
    14.03     Scope of Trustee's Responsibility.................. 54
    14.04     Trustee's Powers................................... 55
    14.05     Action by Trustee.................................. 57
    14.06     Distributions to Participants...................... 57
    14.07     Recordkeeping...................................... 57
    14.08     Final Accounting................................... 58
    14.09     Trustee's Compensation............................. 58
    14.10     Plan and Trust Expenses............................ 58
    14.11     Trustee's Liability................................ 59
    14.12     Investment Manager................................. 59
    14.13     Custodian.......................................... 60
    14.14     Proxy and Other Voting............................. 60
    14.15     Amendment of Trust Provisions...................... 60
    14.16     Plenary Power of the Committee..................... 60
    14.17     Exclusive Benefit.................................. 61

ARTICLE XV    CLAIMS AND APPEALS PROCEDURES...................... 62
    15.01     Filing a Claim..................................... 62
    15.02     Deciding a Claim................................... 62
    15.03     Appealing a Claim.................................. 62
    15.04     Deciding an Appeal................................. 63

ARTICLE XVI   AMENDMENT AND TERMINATION.......................... 64
    16.01     Power to Amend..................................... 64
    16.02     Method of Amendment................................ 64
    16.03     Power to Terminate................................. 64
    16.04     Full Vesting....................................... 64
    16.05     Disposition of Assets upon Complete Termination.... 64
    16.06     Transfer of Liabilities to PBGC.................... 65
    16.07     Spinoff of Employer................................ 65

                                 - v -

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ARTICLE XVII  MISCELLANEOUS...................................... 66
    17.01     Governing Law...................................... 66
    17.02     Severability....................................... 66
    17.03     Headings........................................... 66

                                - vi -

<PAGE>   43

                              ARTICLE I

                             DEFINITIONS

 1.01  "Accrued Benefit" shall mean a monthly benefit, payable in the
       Normal Form and starting on a Participant's Normal or Late
       Retirement Date, equal to the benefit determined in accordance
       with Article VII and based on the Participant's Years of
       Credited Service and Average Monthly Compensation as of the
       date such benefit is being determined.  A Participant's
       Accrued Benefit shall not be less than his or her Accrued
       Benefit in any prior year.

 1.02  "Actuarially Equivalent" shall mean, in the case of a form of
       benefit differing in time, period, or manner of payment from
       the Normal Form, having the same present value on the Benefit
       Commencement Date.  For this purpose, the following assump-
       tions shall be used:

       (a)  MORTALITY TABLE -- The mortality table used by the Pen-
            sion Benefit Guaranty Corporation for healthy lives as
            of the Assumption Determination Date.  The resultant
            Actuarially Equivalent factors shall be sex-blended 95%
            male and 5% female.

       (b)  INTEREST DISCOUNT FACTOR -- Either (i) or (ii), below,
            whichever yields the larger benefit:

             (i)  The interest discount factor used by the Pension
                  Benefit Guaranty Corporation to value immediate
                  annuities as of the Assumption Determination Date,
                  applied to the Participant's Accrued Benefit as of
                  October 1, 1995, with the balance of the Partici-
                  pant's Accrued Benefit not taken into account, or

            (ii)  Seven percent, applied to the Participant's entire
                  Accrued Benefit.

       The "Assumption Determination Date" applicable to the determi-
       nation of Actuarially Equivalent values shall be the first
       day of the calendar quarter preceding the calendar quarter in
       which occurs a Participant's Benefit Commencement Date.

       Notwithstanding the above, the determination of an Actuarially
       Equivalent amount (other than a nondecreasing life annuity
       payable for a period not less than the life of a Participant
       or, in the case of an annuity payable to a surviving spouse,
       the life of that surviving spouse) shall be made in accordance
       with Section 417(e)(3)(A) of the Code.  In making such determi-

                                 - 1 -

<PAGE>   44

       nation under Code Section 417(e)(3)(A), the Administrator
       shall use the following assumptions:

       (y)  MORTALITY TABLE -- The mortality table published by the
            Internal Revenue Service pursuant to Section 417(e)(3)
            of the Code, determined as of the Benefit Commencement
            Date.

       (z)  INTEREST DISCOUNT FACTOR -- The annual interest rate on
            30-year Treasury Securities, as published by the Internal
            Revenue Service, for the month of December that next
            precedes the Plan Year in which occurs the Benefit Com-
            mencement Date.

       The interest and mortality factors described in Paragraphs (y)
       and (z), above, shall also be used in determining whether any
       benefit payable in a form other than a straight life annuity
       complies with Section 415(b) of the Code.

 1.03  "Affiliated Employer" shall mean, with respect to an Employer,
       each trade or business required to be aggregated with the
       Employer under any of Code Sections 414(b), (c), (m) or (o).

 1.04  "Authorized Absence" shall mean any absence authorized by an
       Employer or Affiliated Employer under its standard personnel
       practices, provided that (i) all employees in similar circum-
       stances are treated alike in the granting of such absences,
       and (ii) an employee returns to work within the period speci-
       fied for his or her Authorized Absence.

 1.05  "Average Monthly Compensation" shall mean 1/60th of a Partici-
       pant's Compensation during the 60 consecutive calendar months
       of highest Compensation during his or her most recent 120
       months of Compensation (considering only Compensation received
       while an Eligible Employee).  The exceptions to this rule are
       as follows:

       (a)  In the case of a Participant who has at least 60, but
            not 120, months of Compensation as an Eligible Employee,
            his or her entire period of Compensation as an Eligible
            Employee shall be used to determine the 60 consecutive
            months of highest Compensation.

       (b)  In the case of a Participant who has fewer than 60 months
            of Compensation as an Eligible Employee, his or her
            Average Monthly Compensation shall be computed as the
            average monthly Compensation received during his or her
            entire period of Compensation as an Eligible Employee.

                                 - 2 -

<PAGE>   45

       (c)  In the case of a Disability Benefit, a Participant's
            Average Monthly Compensation shall be determined in
            accordance with this Section, but as modified by Sec-
            tion 4.05.

 1.06  "Beneficiary" shall mean any person (including any corpora-
       tion, foundation, trust, estate or fiduciary) designated by a
       Participant to receive any amounts payable under the Plan on
       account of the Participant's death before receiving the number
       of guaranteed payments elected under Article VI.

 1.07  "Benefit Commencement Date" shall mean the first day of the
       first period for which a benefit is payable under the Plan.

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

 1.09  "Code" shall mean the Internal Revenue Service Code of 1986,
       as amended.

 1.10  "Committee" shall mean the Retirement Committee appointed by
       the Board to administer the Plan, in accordance with Section
       13.01.

 1.11  "Company" shall mean Paul Mueller Company, a Missouri corpora-
       tion, and any successors thereto.

 1.12  "Compensation" shall mean a Participant's regular, monthly
       rate of pay from his or her Employer as of the first day of
       each month, including any amounts excludable from the Partici-
       pant's taxable income under Code Sections 125 or 401(k), but
       excluding any overtime pay, bonuses, commissions, severance
       pay, and all other forms of special remuneration.  In the case
       of a Participant whose regular rate of pay is expressed on a
       weekly basis, the Committee shall determine a monthly rate of
       pay by multiplying such weekly rate by 52/12.  In the case of
       a Participant whose regular rate of pay is expressed on an
       hourly basis, the Committee shall determine a monthly rate of
       pay by multiplying such hourly rate by 40, and then multi-
       plying the result by 52/12.  Each Participant's Compensation
       shall be subject, however, to the following limitations:

       (a)  JANUARY 1, 1989, TO DECEMBER 31, 1993.  For Plan Years
            beginning after December 31, 1988, but before December
            31, 1993, a Participant's annual Compensation shall be
            limited to the "TRA '86 Annual Compensation Limit" for
            each calendar year.  The "TRA '86 Annual Compensation
            Limit" for each such year is as follows:

                                 - 3 -

<PAGE>   46

                        Calendar         TRA '86 Annual
                          Year         Compensation Limit
                        --------       ------------------
                          1989              $200,000
                          1990              $209,200
                          1991              $222,220
                          1992              $228,860
                          1993              $235,840

            If Compensation earned during any prior Plan Year is
            taken into account in determining a Participant's bene-
            fits accruing in a Plan Year beginning after December 31,
            1988, but before December 31, 1993, the Participant's
            Compensation for that prior Plan Year shall be subject to
            the TRA '86 Annual Compensation Limit in effect for the
            later Plan Year (i.e., the Plan Year in which the bene-
            fits are accrued).

       (b)  AFTER DECEMBER 31, 1993.  For Plan Years beginning after
            December 31, 1993, a Participant's annual Compensation
            shall be limited to the "OBRA '93 Annual Compensation
            Limit" for each calendar year.  The "OBRA '93 Annual
            Compensation Limit" is $150,000, as adjusted by the
            Commissioner of the Internal Revenue Service for in-
            creases in the cost of living in accordance with Section
            401(a)(17)(B) of the Code.  The cost-of-living adjustment
            in effect for a calendar year shall apply to any Plan
            Year beginning in such calendar year.  If Compensation
            earned during any prior Plan Year is taken into account
            in determining a Participant's benefits accruing in a
            Plan Year beginning after December 31, 1993, the Partici-
            pant's Compensation for that prior Plan Year shall be
            subject to the OBRA '93 Annual Compensation Limit in
            effect for that prior Plan Year.  For this purpose, the
            OBRA '93 Annual Compensation Limit for any Plan Year be-
            ginning before December 31, 1993, is $150,000, unadjusted
            for any subsequent increases in the cost of living.

 1.13  "Contingent Annuitant" shall mean an individual designated by
       a Participant to receive any payments under a joint and survi-
       vor annuity following the Participant's death.

 1.14  "Continuous Service" shall mean an employee's Period of Ser-
       vice prior to July 1, 1976, but disregarding any period after
       a termination of employment for any reason other than Retire-
       ment, Disability, or Authorized Absence.

                                 - 4 -

<PAGE>   47

 1.15  "Contract Employee Plan" shall mean the Paul Mueller Company
       Contract Employees Retirement Plan, as amended from time to
       time, and any predecessor or successor thereto.

 1.16  "Contract Employee Plan Coverage" shall mean coverage under
       the Contract Employee Plan.

 1.17  "Disability" shall mean a physical or mental condition of a
       Participant resulting from bodily injury, disease, or a mental
       disorder which entitles the Participant to long-term disabil-
       ity payments under any long-term disability plan of his or
       her Employer (or which would entitle the Participant to such
       benefit if he or she were eligible for the long-term disabil-
       ity plan).

 1.18  "Early Retirement Date" shall mean the first day of the month
       coincident with or immediately following a Participant's
       attainment of age 55 and completion of 10 Years of Vesting
       Service.

 1.19  "Effective Date" shall mean July 3, 1957.  The effective date
       of this restatement is January 1, 2000.

 1.20  "Eligible Employee" shall mean any Employee, other than an
       Employee who is either:

       (a)  compensated on a retained or fee basis; or

       (b)  represented for collective bargaining purposes, unless
            the bargaining agreement calls for such Employee's parti-
            cipation in this Plan.

 1.21  "Eligible Spouse" shall mean a Participant's surviving legal
       spouse who (a) is married to the Participant on the earlier
       of the Participant's Benefit Commencement Date or the date of
       the Participant's death, and (b) was married to the Partici-
       pant for at least one year prior to the date of the Partici-
       pant's death.

 1.22  "Employee" shall mean any person who is determined in good
       faith by an Employer to be a common-law employee of that Em-
       ployer, including officers but not including directors unless
       they are also officers or other employees of the Employer.
       In no event shall the term Employee include a person who is
       a leased employee, within the meaning of Section 414(n)(2) of
       the Code, or an individual who is determined in good faith by
       the Company to be an independent contractor.  If, for any
       period of time, an individual has been determined in good
       faith by an Employer not to be a common-law employee, and a
       court or government agency subsequently makes a determination

                                 - 5 -

<PAGE>   48

       that the individual was in fact a common-law employee during
       that period of time, then (i) such determination shall not en-
       title the individual to any retroactive rights under the Plan,
       and (ii) the individual's prospective rights under the Plan
       shall be determined solely in accordance with the terms of the
       Plan.

 1.23  "Employer" shall mean the Company, Mueller Field Operations,
       Inc., Mueller Transportation, Inc., and any other Affiliated
       Employer which (i) is authorized by the Board to participate
       in this Plan, and (ii) elects to participate by action of its
       board of directors.

 1.24  "Employment Commencement Date" shall mean the date on which
       an Employee first performs an Hour of Service for an Employer
       or Affiliated Employer or, if later, the date on which the
       Employee first performs an Hour of Service for an Employer or
       Affiliated Employee following a Period of Severance.

 1.25  "ERISA" shall mean the Employee Retirement Income Security Act
       of 1974, as amended from time to time.

 1.26  "Hours of Service" shall include each hour for which an Em-
       ployee is:

       (a)  directly or indirectly paid, or entitled to payment, by
            an Employer or Affiliated Employer for the performance
            of duties during the applicable computation period;

       (b)  directly or indirectly paid, or entitled to payment, by
            an Employer or Affiliated Employer because of a period
            of time during which no duties are performed (regardless
            of whether the employment relationship has terminated),
            for example, due to vacation, holiday, illness, incapa-
            city, lay-off, jury duty, military duty, or approved
            leave of absence, during the applicable computation
            period; or

       (c)  awarded (or has reached an agreement for) back pay by an
            Employer or Affiliated Employer (to be credited to the
            computation period or periods to which such award or
            agreement pertains), regardless of mitigation of damages;

       provided, however, that the same Hours of Service shall not be
       credited twice under (a), (b) or (c), above.  Hours of Service
       shall be credited on the basis of any method permitted under
       Section 2530.200b-2(b) and (c) of Department of Labor Regula-
       tions and applied in a uniform and non-discriminatory manner.
       To the extent required under Section 414(n) of the Code, an
       individual shall also be credited with Hours of Service for

                                 - 6 -

<PAGE>   49

       hours during which he or she performs services as a "leased
       employee" of an Employer or Affiliated Employer.

 1.27  "Late Retirement Date" shall mean the first day of the month
       coincident with or immediately following the date (after the
       Participant's Normal Retirement Date) on which a Participant
       retires from all Employers and Affiliated Employers.

 1.28  "Normal Form" shall mean a form of benefit distribution in
       which monthly payments are made to a Participant for his or
       her lifetime, commencing on his or her Normal or Late Retire-
       ment Date and ending with the month of his or her death.

 1.29  "Normal Retirement Age" shall mean the date of a Participant's
       65th birthday or, if later, the fifth anniversary of the Par-
       ticipant's commencement of participation in the Plan.

 1.30  "Normal Retirement Date" shall mean the first day of the month
       coincident with or immediately following a Participant's
       attainment of Normal Retirement Age.

 1.31  "Participant" shall mean any Eligible Employee who is or be-
       comes eligible to participate in the Plan in accordance with
       Article II, and who has not yet received a distribution of his
       or her entire vested Accrued Benefit.

 1.32  "Period of Service" shall mean the period from an employee's
       Employment Commencement Date to his or her Severance from
       Service Date, measured in complete and partial years.  Partial
       years shall be computed by counting the number of days, giving
       31 days for each complete calendar month, and dividing the
       total number of days (up to 365) by 365. If an employee has
       separate Periods of Service, they shall be aggregated in
       determining his or her total Period of Service.

 1.33  "Period of Severance" shall mean the period of time from an
       employee's Severance from Service Date to the employee's new
       Employment Commencement Date; provided, however, that in
       determining whether prior Years of Service shall be disre-
       garded for purposes of eligibility or vesting, any employee
       who is absent from work by reason of pregnancy, childbirth,
       adoption, or child care immediately following a birth or adop-
       tion shall be deemed not to have begun any Period of Sever-
       ance until the date that is twelve months following the date
       on which such absence actually began.

                                 - 7 -

<PAGE>   50

 1.34  "Plan" shall mean the Paul Mueller Company Noncontract Em-
       ployees Retirement Plan, as set forth in this document and as
       amended from time to time.

 1.35  "Plan Year" shall mean the 12-month period beginning on Janu-
       ary 1 and ending on December 31; provided, however, that prior
       to December 31, 1979, the Plan Year began on July 1 and ended
       on the following June 30.

 1.36  "Present Value" shall mean the Actuarially Equivalent lump-sum
       value of a Participant's Accrued Benefit as of any date of
       determination.  Such Present Value shall be determined in
       accordance with the assumptions set forth in Paragraphs 1.02(y)
       and (z).

 1.37  "Prior Plan" shall mean the version of the Plan in effect
       prior to July 3, 1972.

 1.38  "Prior Plan Participant" shall mean a Participant who partici-
       pated in the Prior Plan.

 1.39  "Retire" or "Retirement" shall refer to a Participant's ter-
       mination of employment with all Employers and Affiliated
       Employers on or after his or her Early Retirement Date.

 1.40  "Retirement Date" shall mean the date a Participant Retires,
       for any reason other than Disability.

 1.41  "Severance from Service Date" shall mean the earlier of:

       (a)  The date an employee quits, Retires, is discharged, or
            dies; or

       (b)  The first anniversary of the beginning of an absence from
            service with an Employer or Affiliated Employer (with or
            without pay) for any reason other than quit, Retirement,
            discharge, or death.

 1.42  "Trust" shall mean the trust incident to this Plan, as set
       forth in Article XIV hereof.

 1.43  "Trustee" shall mean the trustee (or committee of trustees),
       from time to time, of the Trust.

 1.44  "Trust Fund" shall mean the property held, from time to time,
       by the Trustee under the terms and provisions of the Trust.

 1.45  "Years of Credited Service" shall have the meaning set forth
       in Section 2.04.

                                 - 8 -

<PAGE>   51

 1.46  "Years of Eligibility Service" shall have the meaning set
       forth in Section 2.02.

 1.47  "Years of Service" shall have the meaning set forth in Section
       2.01.

 1.48  "Years of Vesting Service" shall have the meaning set forth in
       Section 2.03.

                                 - 9 -

<PAGE>   52

                              ARTICLE II

                               SERVICE

 2.01  YEARS OF SERVICE.  A Participant's "Years of Service" shall
       include the following:

       (a)  INDIVIDUALS EMPLOYED ON OR AFTER JANUARY 1, 1998.  In the
            case of an individual who is an employee of an Employer
            at any time on or after January 1, 1998, the employee's
            Period of Service.  If such an employee, before becoming
            even partially vested in his or her Accrued Benefit,
            incurs a Period of Severance of five or more years, the
            employee's prior Period of Service shall be disregarded.

       (b)  OTHER INDIVIDUALS.  In the case of any individual who is
            not an employee of an Employer at any time on or after
            January 1, 1998, the sum of the following amounts:

             (i)  The employee's Continuous Service prior to July 1,
                  1976;

            (ii)  The employee's Period of Service from July 1, 1976,
                  through December 31, 1984; provided, however, that
                  if such an employee, before becoming at least 25%
                  vested in his or her Accrued Benefit, incurs a
                  Period of Severance that is equal to or greater
                  than the number of his or her prior Years of Ser-
                  vice, those prior Years of Service shall be disre-
                  garded; and

           (iii)  The employee's Period of Service from January 1,
                  1985, through the date of determination; provided,
                  however, that if such an employee, before becoming
                  even partially vested in his or her Accrued Bene-
                  fit, incurs a Period of Severance of five or more
                  years, his or her prior Years of Service shall be
                  disregarded.

 2.02  YEARS OF ELIGIBILITY SERVICE.  A Participant's "Years of Eli-
       gibility Service" shall be equal to his or her Years of
       Service.

 2.03  YEARS OF VESTING SERVICE.  A Participant's "Years of Vesting
       Service" shall be equal to his or her Years of Service; pro-
       vided, however, that:

                                - 10 -

<PAGE>   53

       (a)  For any employee with no Hour of Service after December
            31, 1984, any Years of Service prior to his or her 22nd
            birthday shall be disregarded;

       (b)  For any employee with one or more Hours of Service after
            December 31, 1984, any Years of Service prior to his or
            her 18th birthday shall be disregarded; and

       (c)  Any employee's service with Babson Bros. Co. (currently,
            Westfalia.Surge LLC) prior to February 25, 1987, shall
            be considered.

 2.04  YEARS OF CREDITED SERVICE.  A Participant's "Years of Credited
       Service" shall be equal to his or her Years of Service; pro-
       vided, however, that:

       (a)  Only employment with an Employer following that Em-
            ployer's adoption of the Plan shall be considered; and

       (b)  No more than 35 Years of Service shall be considered.

                                - 11 -

<PAGE>   54

                              ARTICLE III

                     ELIGIBILITY FOR PARTICIPATION

 3.01  INITIAL ELIGIBILITY.  Every Eligible Employee on January 1,
       2000, who was a Participant in the Plan on December 31, 1999,
       shall continue to be a Participant under the restated provi-
       sions of the Plan.  Every Eligible Employee who has met the
       following requirements on January 1, 2000, shall become a
       Participant on that date.  Each other Eligible Employee shall
       become a Participant after January 1, 2000, on the first day
       of the month coinciding with or next following the date when
       he or she:

       (a)  Is not eligible, or is no longer eligible, for Contract
            Employee Plan Coverage;

       (b)  Has completed one Year of Eligibility Service; and

       (c)  Has attained his or her 21st birthday;

       provided, however, that no Employee shall accrue a benefit
       under this Plan unless he or she has completed at least one
       Hour of Service while a Participant in the Plan.

 3.02  REEMPLOYED FORMER PARTICIPANTS.  A reemployed Employee who was
       formerly a Participant in the Plan, but who then incurred a
       Period of Severance of at least one year, shall again become
       a Participant after completing an additional one-year Period
       of Service (assuming he or she is then an Eligible Employee
       who is not eligible for Contract Employee Plan Coverage).
       Upon completing such additional one-year Period of Service,
       the Eligible Employee's participation in the Plan shall be
       retroactively effective as of his or her most recent Employ-
       ment Commencement Date.  If a former Participant has not
       incurred a Period of Severance of at least one year, he or
       she shall again become a Participant in the Plan immediately
       upon his or her reemployment by an Employer (assuming he or
       she is then an Eligible Employee who is not eligible for Con-
       tract Employee Plan Coverage).

 3.03  OTHER REEMPLOYED EMPLOYEES.  A reemployed Employee who was not
       formerly a Participant in the Plan, but who would have been a
       Participant had he or she not been eligible for Contract Em-
       ployee Plan Coverage, and who then incurred a Period of Sever-
       ance of at least one year, shall become a Participant after
       completing an additional one-year Period of Service (assuming
       he or she is then an Eligible Employee who is not eligible for
       Contract Employee Plan Coverage).  Upon completing such addi-
       tional one-year Period of Service, the Eligible Employee's
       participation in the Plan shall be retroactively effective as

                                - 12 -

<PAGE>   55

       of his or her most recent Employment Commencement Date.  If
       such a reemployed Employee has not incurred a Period of Sever-
       ance of at least one year, he or she shall become a Partici-
       pant in the Plan immediately upon his or her reemployment by
       an Employer (assuming he or she is then an Eligible Employee
       who is not eligible for Contract Employee Plan Coverage).

                                - 13 -

<PAGE>   56

                              ARTICLE IV

                       BENEFITS FOR PARTICIPANTS

 4.01  NORMAL RETIREMENT BENEFIT.  A Participant who Retires on his
       or her Normal Retirement Date shall be entitled to a "Normal
       Retirement Benefit," in accordance with the following provi-
       sions:

       (a)  BENEFIT AMOUNT.  A Participant's Normal Retirement Bene-
            fit shall be equal to his or her Accrued Benefit.

       (b)  BENEFIT COMMENCEMENT DATE.  A Participant may elect that
            his or her Normal Retirement Benefit commence as of his
            or her Normal Retirement Date or the first day of any
            month thereafter, but not later than the Participant's
            "Required Beginning Date," as defined in Section 8.09.

       (c)  FORM OF PAYMENT.  A Participant's Normal Retirement Bene-
            fit shall be paid in accordance with the provisions of
            Article VI.

 4.02  EARLY RETIREMENT BENEFIT.  A Participant who Retires on his or
       her Early Retirement Date shall be entitled to an "Early Re-
       tirement Benefit," in accordance with the following provisions:

       (a)  BENEFIT AMOUNT.  A Participant's Early Retirement Benefit
            shall be equal to his or her Accrued Benefit, reduced by
            0.5% for each month by which the Participant's Benefit
            Commencement Date precedes his or her Normal Retirement
            Date.

       (b)  BENEFIT COMMENCEMENT DATE.  A Participant may elect that
            his or her Early Retirement Benefit commence as of his or
            her Early Retirement Date or the first day of any month
            thereafter, but no later than the Participant's "Required
            Beginning Date," as defined in Section 8.09.

       (c)  FORM OF PAYMENT.  A Participant's Early Retirement Bene-
            fit shall be paid in accordance with the provisions of
            Article VI.

 4.03  LATE RETIREMENT BENEFIT.  A Participant who retires after his
       or her Normal Retirement Date shall be entitled to a "Late
       Retirement Benefit," in accordance with the following provi-
       sions:

       (a)  BENEFIT AMOUNT.  A Participant's Late Retirement Benefit
            shall be equal to his or her Accrued Benefit.

                                - 14 -

<PAGE>   57

       (b)  BENEFIT COMMENCEMENT DATE.  A Participant may elect that
            his or her Late Retirement Benefit commence as of his or
            her Late Retirement date or the first day of any month
            thereafter, but not later than the Participant's "Re-
            quired Beginning Date," as defined in Section 8.09.

       (c)  FORM OF PAYMENT.  A Participant's Late Retirement Benefit
            shall be paid in accordance with the provisions of Arti-
            cle VI.

 4.04  TERMINATION BENEFIT.  A Participant who terminates employment
       with all Employers and Affiliated Employers, other than on
       account of Retirement, death, or Disability, may be entitled
       to a "Termination Benefit," in accordance with the following
       provisions:

       (a)  BENEFIT AMOUNT.  A Participant's Termination Benefit, if
            payable on the Participant's Normal Retirement Date,
            shall be equal to the Participant's Accrued Benefit as
            of such date, multiplied by the following percentage,
            based on his or her total Years of Vesting Service:

                            Years of             Vested
                        Vesting Service        Percentage
                        ---------------        ----------
                          Fewer than 5               0%
                          5 or more                100%

       (b)  BENEFIT COMMENCEMENT DATE.  A Participant may elect that
            his or her Termination Benefit commence as of his or her
            Normal Retirement Date or the first day of any month
            thereafter, but no later than the Participant's "Required
            Beginning Date," as defined in Section 8.09.  Moreover,
            any Participant with ten or more Years of Vesting Service
            may elect that his or her Termination Benefit commence as
            of his or her Early Retirement Date or the first day of
            any subsequent month prior to his or her Normal Retire-
            ment Date, provided that any Termination Benefit commenc-
            ing prior to the Participant's Normal Retirement Date
            shall be adjusted in accordance with the provisions of
            Paragraph 4.02(a).

       (c)  FORM OF PAYMENT.  A Participant's Termination Benefit
            shall be paid in accordance with the provisions of Arti-
            cle VI.

 4.05  DISABILITY BENEFIT.  A Participant whose employment with all
       Employers and Affiliated Employers is terminated on account
       of Disability prior to his or her Normal Retirement Date,

                                - 15 -

<PAGE>   58

       either while actively employed or while on an Authorized Ab-
       sence, and whose Disability continues until his or her Normal
       Retirement Date, shall be entitled to a "Disability Benefit,"
       in accordance with the following provisions:

       (a)  BENEFIT AMOUNT.  A Participant's Disability Benefit shall
            be equal to his or her Accrued Benefit as of his or her
            Normal Retirement Date, based on the Participant's total
            Years of Credited Service (including the period of Dis-
            ability) and his or her Average Monthly Compensation
            (determined as though the Participant's Compensation
            throughout the period of Disability had remained at its
            highest monthly rate during the 24 months immediately
            preceding the Participant's termination of employment due
            to Disability).  The amount of any Disability Benefit
            shall be reduced, however, by any concurrent payments
            made to the Participant under the Paul Mueller Company
            Long-Term Disability Program.

       (b)  BENEFIT COMMENCEMENT DATE.  A Participant's Disability
            Benefit shall commence as of his or her Normal Retirement
            Date.

       (c)  FORM OF PAYMENT.  A Participant's Disability Benefit
            shall be paid in accordance with the provisions of Arti-
            cle VI.

       (d)  RECOVERY FROM DISABILITY.  The Committee shall have the
            right to verify the continuance of a Participant's Dis-
            ability from time to time prior to the Participant's
            attainment of his or her Normal Retirement Age, at rea-
            sonable intervals, by requiring that the Participant
            undergo a medical examination by a physician or physi-
            cians designated by the Committee.  A Participant who
            recovers from a Disability prior to his or her Normal
            Retirement Date shall be subject to the following rules:

             (i)  If the Participant immediately returns to work as
                  an Employee, his or her period of Disability shall
                  be counted as a Period of Service and his or her
                  Compensation shall be deemed to have continued at
                  the rate described in Paragraph 4.05(a).

            (ii)  If the Participant does not immediately return to
                  work as an Employee, he or she shall receive no
                  credit for either Years of Service or Compensation
                  for the period of Disability, but shall instead be
                  treated as any other terminated Employee.

                                - 16 -

<PAGE>   59

                               ARTICLE V

                            DEATH BENEFITS

 5.01  DEATH BEFORE BENEFIT PAYMENT COMMENCEMENT DATE.  Upon the
       death of a vested Participant prior to his or her Benefit
       Commencement Date, a "Death Benefit" shall be payable to the
       Participant's Eligible Spouse (if any), in accordance with
       the following provisions:

       (a)  BENEFIT AMOUNT.  The monthly amount of a Death Benefit
            (payable in the form described in Paragraph 5.01(c)),
            shall be equal to the amount that would be payable as
            a survivor annuity under the 50% Joint and Survivor
            Annuity option described in Paragraph 6.01(d) if:

             (i)  In the case of a Participant who dies on or after
                  the earliest date on which the Participant could
                  have elected to begin receiving a Retirement Bene-
                  fit (the "earliest retirement date") such Partici-
                  pant had Retired and begun receiving a 50% Joint
                  and Survivor Annuity as of the date of the Parti-
                  cipant's death; or

            (ii)  In the case of a Participant who dies before his
                  or her earliest retirement date, such Participant
                  had:

                  (A)  Terminated employment on the date of his or
                       her death,

                  (B)  Survived to his or her earliest retirement
                       date,

                  (C)  Begun receiving a 50% Joint and Survivor
                       Annuity as of that earliest retirement date,
                       and

                  (D)  Died on the day after his or her earliest
                       retirement date.

       (b)  BENEFIT COMMENCEMENT DATE.  An Eligible Spouse may elect
            that his or her Death Benefit commence as of the later of
            the Participant's earliest retirement date or the first
            day of the month following the month of the Participant's
            death.  The Eligible Spouse may also elect to defer the
            commencement of any Death Benefit to the first day of any
            month thereafter, but not later than the Participant's
            Normal Retirement Date.

                                - 17 -

<PAGE>   60

       (c)  FORM OF PAYMENT.  A Death Benefit shall be paid in the
            form of a monthly annuity, commencing as of the date
            elected by the Eligible Spouse (within the constraints
            described in Paragraph 5.01(b)) and ending with the month
            in which such Spouse dies.

 5.02  DEATH AFTER BENEFIT PAYMENT COMMENCEMENT DATE.  If a Partici-
       pant dies after his or her Benefit Commencement Date, no Death
       Benefit shall be payable, except as provided under the terms
       of the distribution option in effect at the time of the Parti-
       cipant's death.

 5.03  SPECIAL RULES APPLICABLE TO DEATH BENEFITS.  Notwithstanding
       the preceding provisions of this Article V, the Plan's payment
       of any Death Benefit shall be subject to the following limita-
       tions:

       (a)  SMALL DEATH BENEFITS.  If the Present Value of a Death
            Benefit, as of the date of a Participant's death, does
            not exceed $5,000 (and did not exceed $5,000 at the time
            of any prior distribution date), the Present Value of
            that Death Benefit shall be paid to the Participant's
            Eligible Spouse in a single lump-sum payment, as soon
            as administratively practicable following the Committee's
            notification of the Participant's death.  In such event,
            the Eligible Spouse may neither elect to defer the pay-
            ment of the Death Benefit, nor to receive the Death
            Benefit in any other form of distribution.

       (b)  NONVESTED PARTICIPANTS.  No Death Benefit shall be pay-
            able with respect to any Participant who dies prior to
            obtaining a vested interest in his or her Accrued Benefit.

       (c)  NO ELIGIBLE SPOUSE.  No Death Benefit shall be payable
            with respect to any Participant who dies prior to his or
            her Benefit Commencement Date and while he or she has no
            Eligible Spouse.

                                - 18 -

<PAGE>   61

                              ARTICLE VI

                          PAYMENT OF BENEFITS

 6.01  AUTOMATIC FORM OF PAYMENT.  In the case of a married Partici-
       pant, the automatic form of payment for any benefit described
       in Article IV shall be a 50% Joint and Survivor Annuity, with
       the Participant's surviving spouse as the Contingent Annuitant.
       In the case of an unmarried Participant, the automatic form of
       payment for any benefit described in Article IV shall be a
       Single-Life Annuity payable in the Normal Form.

 6.02  OPTIONAL FORMS OF PAYMENT.  Subject to the election procedures
       described in Section 6.04, a Participant may elect to receive
       any benefit described in Article IV under any of the following
       optional forms of payment, each of which shall be Actuarially
       Equivalent to the Normal Form:

       (a)  A Single-Life Annuity;

       (b)  A Single-Life Annuity with a 60-Month Guarantee;

       (c)  A Single-Life Annuity with a 120-Month Guarantee;

       (d)  A 50% Joint and Survivor Annuity;

       (e)  A 100% Joint and Survivor Annuity; or

       (f)  In the case of a Participant whose Benefit Commencement
            Date precedes his or her 62nd birthday, a Social Security
            Equalization Annuity.  Under this option, the Participant
            would receive larger monthly payments until the date he
            or she is first eligible to receive Social Security re-
            tirement benefits, and then smaller monthly payments (or
            none at all) after such date and for the remainder of his
            or her lifetime, with the goal of providing substantially
            level overall retirement benefits both before and after
            the Participant's 62nd birthday.

 6.03  LUMP-SUM PAYMENTS.  Under the following circumstances, a Par-
       ticipant may elect, or shall be required, to receive a single
       lump-sum payment of his or her entire vested Accrued Benefit:

       (a)  ELECTIVE LUMP-SUM PAYMENTS.  If, at the time a Partici-
            pant terminates employment with all Employers and Affili-
            ated Employers, the Present Value of the Participant's
            vested Accrued Benefit exceeds $5,000, but does not

                                - 19 -

<PAGE>   62

            exceed $10,000, the Participant may elect to receive
            that Present Value amount in the form of a single lump-
            sum payment.  If the Participant has an Eligible Spouse,
            any such election shall be subject to the election pro-
            cedures described in Section 6.04.  This lump-sum pay-
            ment may be elected either immediately upon termination
            of employment or at any time thereafter, so long as the
            Present Value of the Participant's vested Accrued Benefit
            does not exceed $10,000 on the Participant's Benefit
            Commencement Date.

       (b)  MANADATORY CASH-OUTS.  If, at the time a Participant ter-
            minates employment with all Employers and Affiliated
            Employers, the Present Value of the Participant's vested
            Accrued Benefit does not exceed $5,000, such Present
            Value shall be paid to the Participant in a single lump-
            sum payment, as soon as administratively practicable
            following such termination of employment.  Any Partici-
            pant who terminates employment before becoming vested
            in any portion of his or her Accrued Benefit shall be
            deemed to have received a lump-sum payment of his or her
            entire vested Accrued Benefit immediately upon such ter-
            mination of employment.

 6.04  ELECTION PROCEDURES.  A Participant may make any election
       under this Section 6.04 at any time within 90 days prior to
       his or her Benefit Commencement Date (the "election period").
       The Committee shall provide each Participant, not less than
       30 days and not more than 90 days before his or her Benefit
       Commencement Date, an election form for the purpose of making
       any elections under this Section 6.04, together with a written
       explanation of the terms and conditions and general effects
       of such elections, the rights of the Participant's Eligible
       Spouse to consent to such elections, and the relative values
       of the various optional forms of payment under the Plan.  Any
       such election must be received by the Committee prior to the
       Participant's Benefit Commencement Date.  Any such election
       may be revoked, in writing, by the Participant prior to his
       or her Benefit Commencement Date, and after such election has
       been revoked, another election may be made during the election
       period.  The number of such revocations shall not be limited.

       (a)  SPOUSAL CONSENT REQUIREMENTS.  Notwithstanding the fore-
            going, if the Participant has an Eligible Spouse, the
            Participant's election, amendment or revocation of an
            election of an optional form of payment, or designation
            of a Beneficiary or Contingent Annuitant other than such
            spouse, shall be effective only by filing, together with
            such election, amendment or revocation, the written
            consent of the Participant's spouse, which consent

                                - 20 -

<PAGE>   63

            acknowledges the effect of such election, amendment or
            revocation and is witnessed by a Plan representative or
            notary public; provided that such election, amendment or
            revocation shall be deemed effective without such spousal
            consent if the Participant evidences to the Committee
            that he or she has no Eligible Spouse or that such spouse
            cannot reasonably be located.  Any such spousal consent
            shall bind only the spouse who executes it.  Any spousal
            consent to an election naming a Beneficiary or Contingent
            Annuitant other than such Eligible Spouse shall not be
            effective unless the election designates a specific alter-
            nate Beneficiary or Contingent Annuitant, including any
            class of Beneficiaries or any contingent Beneficiaries,
            which may not be changed without spousal consent.  Addi-
            tionally, any spousal consent shall not be effective
            unless the election designates a form of benefit payment
            which may not be changed without spousal consent.

       (b)  WAIVER OF WAITING PERIOD.  Notwithstanding anything here-
            in to the contrary, a Participant who receives the writ-
            ten explanation described above may elect a Benefit
            Commencement Date which is less than 30 days after such
            written explanation is provided to the Participant,
            provided that:

             (i)  The written explanation clearly indicates that the
                  Participant has a right to at least 30 days to
                  consider whether to waive the automatic form of
                  payment and consent to some other form of payment;

            (ii)  If the Participant elects such an earlier Benefit
                  Commencement Date, he or she is permitted to revoke
                  the election until the later of the Benefit Com-
                  mencement Date elected, or the date which is eight
                  days after the date on which the written explana-
                  tion is provided; and

           (iii)  Distribution to the Participant does not commence
                  prior to the eighth day after the date on which the
                  written explanation is provided.

            A Participant's election to waive the 30-day waiting
            period described above shall also apply to the waiting
            period described in Question and Answer 2 of Treasury
            Regulation Section 1.402(f)-1.

                                - 21 -

<PAGE>   64

                              ARTICLE VII

                    CALCULATION OF ACCRUED BENEFIT

 7.01  IN GENERAL.  For any Participant who is neither a "TRA '86
       Participant" nor an "OBRA '93 Participant," the Participant's
       Accrued Benefit shall be equal to the difference between the
       amounts calculated under Paragraphs (a) and (b), as follows,
       but subject to the minimum described in Paragraph (c).  Other
       limitations on, or adjustments to, a Participant's Accrued
       Benefit are described in the remaining Sections of this Arti-
       cle VII.

       (a)  Years of Credited Service (up to 35) x (.0090 x Average
            Monthly Compensation up to $650 plus .0150 x Average
            Monthly Compensation over $650), less

       (b)  The basic amount of any monthly pension to which the
            Participant is entitled to date from Contract Employee
            Plan Coverage, actuarially adjusted for any difference
            between the Normal Form under this Plan and the normal
            form of pension provided under the Contract Employee
            Plan.

       (c)  With respect to those employees as of May 20, 1988, whose
            participation in the Contract Employee Plan ceased, or
            whose eligibility for such participation ceased, due to
            the decertification of the International Association of
            Machinists and Aerospace Workers, Springfield Lodge No.
            1316, the sum of the Accrued Benefit under this Plan and
            the Accrued Pension under the Contract Employee Plan
            shall not be less than the Accrued Pension determined as
            if the provisions of the Contract Employee Plan as of
            December 31, 1988, had remained in effect.

 7.02  TRA '86 PARTICIPANTS.  The Accrued Benefit of each "TRA '86
       Participant" shall be the greater of:

       (a)  The Participant's Accrued Benefit determined under the
            Plan's current benefit formula at the time the determi-
            nation is made, as applied to the Participant's total
            Years of Credited Service, or

       (b)  The sum of:

             (i)  The Participant's Accrued Benefit as of December
                  31, 1988, frozen in accordance with Treasury Regu-
                  lation Section 1.401(a)(4)-13; provided, however,
                  that in determining the Participant's Accrued

                                - 22 -

<PAGE>   65

                  Benefit as of December 31, 1988, the Participant's
                  Compensation shall not be limited to either the
                  TRA '86 Annual Compensation Limit or the OBRA '93
                  Annual Compensation Limit, and

            (ii)  The Participant's Accrued Benefit determined under
                  the Plan's benefit formula in effect at the time
                  the determination is made, as applied to the Par-
                  ticipant's Years of Credited Service during Plan
                  Years beginning after December 31, 1988.

       A "TRA '86 Participant" means any Participant whose current
       Accrued Benefit as of any date after December 31, 1988, is
       based on Compensation for a Plan Year beginning before
       December 31, 1988, that exceeded the TRA '86 Annual Compensa-
       tion Limit.

 7.03  OBRA '93 PARTICIPANTS.  The Accrued Benefit of each "OBRA '93
       Participant" shall be the greater of:

       (a)  The Accrued Benefit determined under the Plan's benefit
            formula in effect at the time the determination is made,
            as applied to the Participant's total Years of Credited
            service, or

       (b)  The sum of:

             (i)  The Participant's Accrued Benefit as of December
                  31, 1993, frozen in accordance with Treasury Regu-
                  lation Section 1.401(a)(4)-13; provided, however,
                  that in determining the Participant's Accrued
                  Benefit as of December 31, 1993, the Participant's
                  Compensation shall not be limited to the OBRA '93
                  Annual Compensation Limit; provided, further, how-
                  ever, that, except with respect to any portion of
                  such Participant's Accrued Benefit that was frozen
                  under subparagraph 7.02(b)(i) as of December 31,
                  1988, the Participant's Compensation shall be
                  limited to the TRA '86 Annual Compensation Limit,
                  and

            (ii)  The Participant's Accrued Benefit determined under
                  the Plan's benefit formula in effect at the time
                  the determination is made, as applied to the Par-
                  ticipant's Years of Credited Service during Plan
                  Years beginning after December 31, 1993.

                                - 23 -

<PAGE>   66

       An "OBRA '93 Participant" means any Participant whose current
       Accrued Benefit of any date after December 31, 1993, is based
       on Compensation for a Plan Year beginning before December 31,
       1993, that exceeded $150,000.

 7.04  ADJUSTING FROZEN BENEFITS.  Any TRA '86 Participant's Accrued
       Benefit frozen as of December 31, 1988, and any OBRA '93 Par-
       ticipant's Accrued Benefit frozen as of December 31, 1993,
       shall be adjusted to reflect increases in the Participant's
       Compensation after December 31, 1993, if the result would be
       to increase the Participant's frozen Accrued Benefit.  No
       such adjustment shall be made, however, unless permitted
       under Treasury Regulation Section 1.401(a)(17)-1.  Thus, for
       example, the definition of Compensation used in making any
       such adjustment shall be the same as that in effect on the
       date the Participant's Accrued Benefit was frozen, except
       that such definition shall not be subject to the TRA '86
       Annual Compensation Limit and shall be subject to the OBRA
       '93 Annual Compensation Limit in effect at the time the
       adjustment is made.

 7.05  PAYMENT OFFSETS.  In the event a Participant's Accrued Benefit
       begins to be distributed because of the application of Section
       8.09, the Actuarially Equivalent value of any such distributed
       amounts shall, on an annual basis, be offset against any cur-
       rent or future increase in the Participant's Accrued Benefit
       due to the Participant earning additional Years of Credited
       Service or having a higher Average Monthly Compensation.

                                - 24 -

<PAGE>   67

                             ARTICLE VIII

                  OTHER PROVISIONS AFFECTING BENEFITS

 8.01  NO ASSIGNMENT.  No benefit under the Plan shall in any manner
       or to any extent be assignable or transferable by any Partici-
       pant, Beneficiary or Contingent Annuitant under the Plan, or
       be subject to attachment, garnishment or other legal process,
       except through a qualified domestic relations order described
       in Section 8.04.  No attempted assignment or transfer of any
       benefit under the Plan shall be recognized.

 8.02  MERGER OF PLANS.  In the case of any merger or consolidation
       with, or transfer of assets or liabilities to, any other plan,
       each Participant (if such plan then terminates) shall receive
       a benefit immediately after the merger, consolidation or
       transfer that is equal to or greater than the benefit he or
       she would have been entitled to receive immediately before
       the merger, consolidation or transfer (if the Plan had then
       terminated).

 8.03  NONDUPLICATION OF BENEFITS.  A Participant shall not be en-
       titled to the payment of more than one type of benefit under
       this Plan.  For example, a Participant may not receive both
       an Early Retirement Benefit and a Termination Benefit.  In the
       event a Participant would otherwise be entitled to payment of
       more than one type of benefit, the Participant shall elect
       which of the two he or she is to receive.

 8.04  QUALIFIED DOMESTIC RELATIONS ORDERS.  Payments pursuant to
       a domestic relations order shall be made under the Plan in
       accordance with the following rules and any supplemental pro-
       cedures adopted by the Committee:

       (a)  GENERAL RULE.  Notwithstanding any other provision to
            the contrary, the Plan may make payment to an "alternate
            payee" under a "qualified domestic relations order" at
            any time specified in such order, whether before, at, or
            after a Participant's "earliest retirement age" (as such
            terms are defined in section 414(p) of the Code), pro-
            vided that any such payment before a Participant's ear-
            liest retirement age shall be subject to the following
            conditions:

             (i)  The order must either provide for, or permit the
                  Plan and alternate payee to agree to, such an early
                  payment;

            (ii)  The payment must constitute a single-sum payment
                  of all Plan benefits to which the alternate payee
                  may become entitled under the terms of the order;
                  and

                                - 25 -

<PAGE>   68

           (iii)  if the order so provides, any such payment that
                  exceeds $5,000 shall be made only with the alter-
                  nate payee's written consent.

            Unless the context clearly requires a contrary interpre-
            tation, any order providing for a single-sum payment to
            an alternate payee as of a Participant's "earliest re-
            tirement age" shall be construed as providing for such
            payment to be made on the date which is as soon as
            administratively practicable after the Committee has
            determined that the order constitutes a qualified domes-
            tic relations order.

       (b)  EFFECT ON PARTICIPANT'S BENEFITS.  In the event that
            payments to a Participant's alternate payee under a
            qualified domestic relations order commence after or at
            the same time as that Participant's benefit payments
            under the Plan, the benefit payments to the Participant
            shall be reduced by any amounts paid simultaneously to
            the alternate payee.  In the event that payments to a
            Participant's alternate payee under a qualified domestic
            relations order commence before the Participant's benefit
            payments under the Plan, the benefit payments to the Par-
            ticipant shall be reduced by the sum of (i) the Actuari-
            ally Equivalent amount of the payments already made to
            the alternate payee, plus (ii) any amounts paid simul-
            taneously to the alternate payee.

 8.05  FUNDING POLICY AND CONTRIBUTIONS.  The funding policy for the
       Plan shall be established by the Committee or its designee.  T
       he Committee shall determine the contributions that shall be
       made to the Plan by the Employers, and the time at which such
       contributions shall be made.  Participants, Beneficiaries and
       Contingent Annuitants shall not have any interest in contri-
       butions to the Plan, or in any particular assets of the Plan,
       and shall not have the right to demand that any particular
       contributions be made.

 8.06  NONDEDUCTIBE CONTRIBITIONS.  Notwithstanding the provisions
       of Section 14.17, to the extent that any contribution to the
       Plan could be deductible by an Employer under Section 404 of
       the Code, such contribution is expressly conditioned upon its
       deductibility under such Section.  If any part of a contribu-
       tion may not be deducted, the Committee shall direct that the
       nondeductible contribution, though not in excess of the maxi-
       mum amount permitted to be returned under the Code, be re-
       turned to the Employer that made the contribution.

                                - 26 -

<PAGE>   69

 8.07  MISTAKEN CONTRIBUTIONS.  Notwithstanding the provisions of
       Section 14.17, if any contribution is made by an Employer
       under a mistake of fact, the Committee shall direct that the
       mistaken contribution, though not in excess of the maximum
       amount permitted to be returned under the Code, be returned
       to the Employer that made the contribution.

 8.08  SECTION 415 LIMITATIONS.  The benefits provided under this
       Plan, together with the benefits provided under any other de-
       fined benefit plan maintained by an Employer or Affiliated
       Employer that is required to be aggregated with this Plan for
       purposes of Code Section 415, shall not exceed the limita-
       tions prescribed in Section 415(b) of the Code (which shall
       be deemed to include, for purposes of this Section 8.08, any
       other statute that relates to the Section 415 limitations).
       The provisions of Code Section 415 are hereby incorporated by
       reference.  For purposes of Code Section 415, the "limitation
       year" shall be the Plan Year of this Plan.

 8.09  SPECIAL DISTRIBUTION REQUIREMENTS UNDER CODE SECTION 401(a)(9).
       This Section sets forth rules concerning when distributions
       must begin and over what period of time they must be made.
       All distributions required under this Section shall be deter-
       mined and made in accordance with Section 401(a)(9) of the
       Code and any guidance issued thereunder.  Any rules concerning
       the timing or duration of benefits found in other provisions
       of the Plan shall be altered only to the extent necessary to
       avoid violating the rules of this Section.  In no event shall
       these rules be read to provide any option as to the time, man-
       ner, or duration of benefits in addition to those found in
       other provisions of the Plan.  The distribution rules of this
       Section are as follows:

       (a)  DISTRIBUTION MUST COMMENCE BY REQUIRED BEGINNING DATE.
            In no event shall any distribution with respect to a
            Participant commence later than the Participant's Re-
            quired Beginning Date.

       (b)  MAXIMUM DISTRIBUTION PERIOD.  In no event shall distribu-
            tion with respect to a Participant be made over a period
            extending beyond the later of (i) the life of the Parti-
            cipant and the beneficiary designated by him or her (if
            any), or (ii) the life expectancy of the Participant or
            the joint life expectancies of the Participant and the
            beneficiary designated by him or her (if any).

       (c)  DEATH OF PARTICIPANT AFTER BENEFIT COMMENCE DATE.  If a
            Participant dies after distribution of the Participant's
            benefit has begun, but before the Participant's entire
            benefit has been distributed, the remaining portion of
            that benefit shall be distributed at least as rapidly
            as under the method of distribution (consistent with

                                - 27 -

<PAGE>   70

            Paragraph (b), above) being used at the time of the Par-
            ticipant's death.

       (d)  DEATH OF PARTICIPANT BEFORE BENEFIT COMMENCEMENT DATE.
            If a Participant dies before distribution of the Partici-
            pant's benefit has begun, any distributions payable after
            the death of the Participant shall meet one of the fol-
            lowing requirements:

             (i)  If distributions are payable to the surviving
                  spouse of a Participant, such distributions shall
                  commence no later than the date on which the Par-
                  ticipant would have attained age 70 1/2 (or within
                  one year after the date of the Participant's death,
                  if the Participant had already attained age 70 1/2
                  as of the date of death) and shall be paid over the
                  life of such spouse or a period not extending be-
                  yond the life expectancy of such spouse.

            (ii)  If distributions are payable to any beneficiary
                  other than a surviving spouse, such distributions
                  shall commence within one year after the date of
                  the Participant's death and shall be paid over the
                  life of such beneficiary or a period not extending
                  beyond the life expectancy of such beneficiary.

           (iii)  In all other cases, all distributions shall be made
                  within five years of the death of the Participant.

       (e)  ACCRUAL OF ADDITIONAL BENEFITS AFTER BENEFIT COMMENCEMENT
            DATE.  In the event a Participant accrues additional
            benefits under the Plan after payment of such Partici-
            pant's benefit commences pursuant to Paragraph (a)
            hereof, such additional benefits shall be separately
            identified and begin to be paid to the Participant,
            beginning with the first payment interval ending in
            the calendar year following the calendar year in which
            the additional benefits are accrued.

       (f)  REQUIRED BEGINNING DATE.  The "Required Beginning Date"
            for a Participant is the first day of April of the calen-
            dar year following the calendar year in which occurs the
            later of the Participant's Retirement or attainment of
            age 70 1/2; provided, however, that the Required Begin-
            ning Date for a Participant who is a "five percent owner"
            (as defined in Section 401(a)(9) of the Code) is the
            first day of April of the calendar year following the
            calendar year in which the Participant attains age
            70 1/2.

                                - 28 -

<PAGE>   71

       (g)  SPECIAL RULES.  Any Participant who attains age 70 1/2
            prior to January 1, 2001, may elect to begin receiving
            his or her benefit as of the first day of April of the
            calendar year following the calendar year in which he
            or she attains age 70 1/2, even if he or she is still
            employed at that time.  If a Participant Retires after
            the calendar year in which he or she attains age 70 1/2:
            (i) all optional forms of benefit available to the Par-
            ticipant at age 70 1/2 shall remain available at his or
            her Retirement, and (ii) his or her benefit shall be
            actuarially adjusted, to the extent required under Sec-
            tion 401(a)(9)(C)(iii) of the Code, to take into account
            the period after age 70 1/2 in which the Participant was
            not receiving a benefit under the Plan.

       (h)  LIMITS ON PAYMENTS TO YOUNG CONTINGENT ANNUITANTS.  In
            the event that a Participant's beneficiary is not the
            Participant's spouse, payments to be made on or after
            the Participant's Required Beginning Date to the benefi-
            ciary after the Participant's death must not at any time
            exceed the applicable percentage of the annuity payment
            for such period that would have been payable to the Par-
            ticipant using the table set forth in Question and Answer
            A-6 of Proposed Treasury Regulation Section 1.401(a)(9)-2.
            In the event that the Participant elects a benefit option
            that fails to satisfy this rule, the Participant may
            elect a different benefit option satisfying the rule.
            If the Participant fails to do so by his or her Benefit
            Commencement Date, the Participant shall be deemed to
            have elected a 50% Joint and Survivor Annuity under
            which the Participant's Eligible Spouse is the Contin-
            gent Annuitant, if the Participant has such a Spouse,
            or a Single Life Annuity, if the Participant does not
            have such a spouse.

 8.10  SPECIAL DISTRIBUTION REQUIREMENTS UNDER CODE SECTION
       401(a)(14).  Unless a Participant properly elects a later
       Benefit Commencement Date, the Benefit Commencement Date
       applicable to a Participant shall be no later than 60 days
       after the close of the Plan Year in which occurs the latest
       of the following dates:

       (a)  The date on which the Participant attains age 65;

       (b)  The date that is the tenth anniversary of the date on
            which the Participant commenced participation in the
            Plan; or

       (c)  The date on which the Participant's employment with all
            Employers and Affiliated Employers is terminated.

                                - 29 -

<PAGE>   72

       Notwithstanding the foregoing, if the amount of the payment
       required to commence as of the date determined above cannot
       be ascertained by such date, or if it is not possible to make
       such payment because the Participant cannot be located after
       reasonable efforts, a payment retroactive to such date shall
       be made no later than 60 days after the earliest date on which
       the amount of such payment can be ascertained or the Partici-
       pant is located.

 8.11  RESTRICTIONS ON BENEFITS FOR CERTAIN EMPLOYEES.  Benefits
       otherwise payable under the terms of the Plan shall be sub-
       ject to the following restrictions:

       (a)  NONDISCRIMINATORY BENEFITS ON PLAN TERMINATION.  In the
            event of the termination of the Plan, the benefit of any
            current or former "highly compensated employee" shall be
            limited to a benefit that is nondiscriminatory under Sec-
            tion 401(a)(4) of the Code.

       (b)  RESTRICTED EMLOYEE BENEFITS PRIOR TO PLAN TERMINATION.
            Subject to Paragraph (c) hereof, the benefits payable to
            a "restricted employee" in any Plan Year shall not exceed
            an amount equal to the payments that would be made to or
            on behalf of the restricted employee in that Plan Year
            under (i) a Single-Life Annuity that is Actuarially Equi-
            valent to the Participant's Accrued Benefit and any other
            benefits to which the Participant is entitled under the
            Plan (other than a Social Security supplement), and (ii)
            the Social Security supplement, if any, that the re-
            stricted employee is entitled to receive.  For this pur-
            pose, the term "any other benefits" includes, among other
            benefits, loans in excess of the amounts set forth in Sec-
            tion 72(p)(2)(A) of the Code, any periodic income, any
            withdrawal values payable to a living employee or former
            employee, and any death benefits not provided for by in-
            surance on the employee's or former employee's life.

       (c)  NONAPPLICATION OF RESTRICTED EMPLOYEE PROVISIONS.  The
            restrictions set forth in Paragraph (b) hereof shall not
            apply if any of the following conditions is met:

             (i)  After taking into account payment to or on behalf
                  of the restricted employee of all benefits payable
                  to or on behalf of that restricted employee under
                  the Plan, the value of Plan assets equals or ex-
                  ceeds 110% of the value of current liabilities,
                  as defined in Section 412(l)(7) of the Code;

                                - 30 -

<PAGE>   73

            (ii)  The value of the benefits payable to or on behalf
                  of the restricted employee is less than 1% of the
                  value of current liabilities before distribution;

           (iii)  The value of the benefits payable to or on behalf
                  of the restricted employee does not exceed the
                  amount described in Section 411(a)(11) of the Code;
                  or

            (iv)  The Internal Revenue Service determines that the
                  restrictions are not necessary to prevent the pro-
                  hibited discrimination that may occur in the event
                  of an early termination of a plan.

            In addition to the foregoing, the restrictions set forth
            in Paragraph (b) may be modified by the Committee to the
            extent that, in its sole discretion, the Committee deter-
            mines that a modification is allowed by the Code because
            of, for example, a repayment and security arrangement
            between the restricted employee and the Plan.

       (d)  DEFINITION OF HIGHLY COMPENSATED EMPLOYEE.  A "highly
            compensated employee" is any employee deemed by the Com-
            mittee to be highly compensated, using any definition
            permitted under Section 414(q) of the Code.

       (e)  DEFINITION OF RESTICTED EMPLOYEE.  A "restricted employee"
            is a current or former highly compensated employee who is
            one of the twenty-five nonexcludable employees and former
            employees of an Employer and its Affiliated Employers with
            the largest amount of compensation in the current or any
            prior Plan Year.  Notwithstanding any other provision of
            the Plan, the Company retains the right to define or alter
            the group of restricted employees, at any time and for any
            reason, including retroactively, and such a definition or
            alteration may not be challenged by any Participant as a
            prohibited cutback.

 8.12  RESTRICTIONS ON BENEFITS DURING LIQUIDITY SHORTFALL.  If the
       Plan has a "liquidity shortfall," within the meaning of Sec-
       tion 412(m)(5) of the Code, benefits payable to a Participant
       during the period of the liquidity shortfall shall not exceed
       the payments that may be made to or on behalf of the Partici-
       pant under a Single Life Annuity plus any applicable Social
       Security supplements and other amounts payable pursuant to
       Section 401(a)(32) of the Code and Section 206(e) of ERISA.
       Additional restrictions shall apply to a period of a liquidity

                                - 31 -

<PAGE>   74

       shortfall, to the extent required by Section 401(a)(32) of the
       Code and Section 206(e) of ERISA.

 8.13  INCAPACITY.  Every person receiving or claiming a benefit
       under the Plan shall be presumed to be mentally competent and
       of age until the Committee receives reliable, written notice
       that such person is incompetent or a minor.  Payments other-
       wise due a minor shall be paid to any custodial parent of such
       minor.  Payments otherwise due any other incompetent person
       shall be paid to the guardian, conservator, or other legal
       representative of such person.  In the event that the Commit-
       tee is unable to locate a parent, guardian, conservator, or
       other legal representative of an incompetent person who is
       otherwise entitled to payment under the Plan, such payment
       shall be made to the individual determined by the Committee
       to have assumed financial responsibility for the care of such
       person.  Before the initial payment is made to an individual
       designated in this Section, the minor or other legally incom-
       petent person shall be notified of the Committee's intent to
       make such payment to that other individual.  Any payment of
       a benefit in accordance with the provisions of this Section
       shall be a complete discharge of any further liability to make
       such payment.

 8.14  IDENTITY OF PAYEE AND AMOUNT OF BENEFITS.  The determination
       of the Committee as to the identity of the proper payee of any
       benefit from the Plan and Trust, and the amount payable, shall
       be conclusive, and payment in accordance with such determina-
       tion shall constitute a complete discharge of all obligations
       on account thereof.

 8.15  DIRECT ROLLOVERS.  Notwithstanding any provision of the Plan
       to the contrary that otherwise would limit a "distributee's"
       election, a distributee may elect, at the time and in the man-
       ner prescribed by the Committee, to have any portion of an
       "eligible rollover distribution" paid directly to an "eligible
       retirement plan" specified by the distributee in a "direct
       rollover."  For purposes of this Section, the following terms
       shall have the following meanings:

       (a)  ELIGIBLE ROLLOVER DISTRIBUTION.  An "eligible rollover
            distribution" is any single-sum distribution provided
            under the Plan, or any other amount to which the direct
            rollover rules of the Code may be applicable, and that
            is included in the distributee's gross income for income
            tax purposes.

       (b)  ELIGIBLE RETIREMENT PLAN.  An "eligible retirement plan"
            is an individual retirement account described in Section
            408(a) of the Code, an individual retirement annuity
            described in Section 408(b) of the Code, an annuity plan

                                - 32 -

<PAGE>   75

            described in Section 403(a) of the Code, or a qualified
            trust described in Section 401(a) of the Code, that ac-
            cepts a distributee's eligible rollover distribution.
            However, in the case of an eligible rollover distribution
            to a surviving spouse, an eligible retirement plan is an
            individual retirement account or individual retirement
            annuity, only.

       (c)  DISTRIBUTEE.  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 de-
            fined in Section 414(p) of the Code, are distributees
            with regard to the interest of the spouse or former
            spouse.

       (d)  DIRECT ROLLOVER.  A "direct rollover" is a payment by the
            Plan to the eligible retirement plan specified by the
            distributee.

 8.16  EFFECT OF QUALIFIED MILITARY SERVICE.  Notwithstanding any
       provision of this Plan to the contrary, contributions, bene-
       fits, and service credit with respect to qualified military
       service will be provided in accordance with Section 414(u) of
       the Code.

                                - 33 -

<PAGE>   76

                              ARTICLE IX

               TRANSFER FROM ONE COMPANY PLAN TO ANOTHER

 9.01  FROM THIS PLAN TO CONTRACT EMPLOYEE PLAN.  If, after July 1,
       1976, an Employee who is a Participant in this Plan transfers
       to a job classification covered by the Contract Employee Plan,
       the following provisions shall apply:

       (a)  His or her participation in this Plan shall continue, and
            he or she shall continue to accrue Years of Vesting Ser-
            vice under this Plan during his or her employment by an
            Employer or Affiliated Employer.

       (b)  He or she shall not be eligible to receive any benefits
            under this Plan until he or she terminates employment
            with all Employers and Affiliated Employers.

             (i)  If such termination occurs on his or her Normal or
                  Late Retirement Date, his or her Accrued Benefit
                  under this Plan shall be computed in accordance
                  with Article VII, but using the factors described
                  in Paragraph (c), below.

            (ii)  If such termination occurs prior to his or her
                  Normal Retirement Date, his or her Accrued Benefit
                  under this Plan shall be computed in accordance
                  with Article VII, but using the factors described
                  in Paragraph (c), below; provided, however, that
                  his or her employment as a contract employee fol-
                  lowing a transfer under this Section 9.01 shall
                  be excluded in determining his or her Years of
                  Credited Service projected to his or her Normal
                  Retirement Date.

       (c)  His or her Years of Credited Service shall be measured
            from his or her Employment Commencement Date to the date
            on which the transfer occurred.  His or her Average
            Monthly Compensation shall be based on the 60 months of
            Compensation immediately preceding the date of transfer.
            The amount of reduction, if any, made under Paragraph
            7.01(c) shall be the amount of pension for any prior Con-
            tract Employee Plan Coverage to which the employee was
            entitled on the date of transfer, under the Contract Em-
            ployee Plan provisions in effect at the date of transfer.

                                - 34 -

<PAGE>   77

 9.02  FROM CONTRACT EMPLOYEE PLAN TO THIS PLAN.  If an employee has
       become eligible for this Plan after a period of Contract Em-
       ployee Plan Coverage, the following provisions shall apply:

       (a)  His or her participation in the Contract Employee Plan
            shall continue until he or she incurs a Break in Service
            under the rules of that Plan.

       (b)  He or she shall continue to accrue Service for vested
            benefits under the Contract Employee Plan, subject to its
            rules, during his or her employment with the Company.

       (c)  His or her benefit from Contract Employee Plan Coverage
            used under Paragraph 7.01(c) shall be based on the Con-
            tract Employee Plan provisions in effect on the date as
            of which the employee's job classification was changed
            to one not covered by the Contract Employee Plan.

 9.03  EXAMPLES SHOWING BENEFIT CALCULATIONS FOR EMPLOYEES TRANSFER-
       RING BETWEEN PLANS.

       (a)  EXAMPLE ONE.

            An employee is hired after July 1, 1976, at age 30 in a
            position eligible to participate in this Plan.  After 3
            years and 6 months, he is transferred to a job classifi-
            cation covered by the Contract Employee Plan.  Eight
            years later, he terminates employment.

              (1)                     (2)                      (3)
            Date of                 Date of                  Date of
              Hire                  Transfer               Termination
              ------------------------    ------------------------
                  Noncontract Plan              Contract Plan
              ------------------------    ------------------------
                  3 years, 6 months                8 years
              ------------------------    ------------------------

            Benefit Under this Plan:

                Salary averaging:  Period (1) to (2) = 3 yrs. 6 mos.
                Credited Service:  Period (1) to (2) = 3 yrs. 6 mos.
                Vesting Service:   Period (1) to (3) = 11 yrs. 6 mos.
                Offset due to Contract Employee Plan = None.

                                - 35 -

<PAGE>   78

            Benefit Under Contract Employee Plan:

                Credited Service:  Period (2) to (3).  Credit depends
                                   on hours worked in each plan year.
                Vesting Service:   Period (1) to (3).  Credit depends
                                   on hours worked in each plan year.

       (b)  EXAMPLE TWO.  An employee is hired after July 1, 1976,
            at age 30 as a contract employee.  After 5 years, he is
            transferred to a position eligible to participate in this
            Plan.  He continues in that position until retirement at
            age 65.

              (1)            (2)              (3)              (4)
            Date of        Date of            Age            Date of
              Hire         Transfer            60          Termination
             ----------------  ----------------  ----------------
               Contract Plan   Noncontract Plan  Noncontract Plan
             ----------------  ----------------  ----------------
                  5 years          25 years        5 year salary
                                                 averaging period
             ----------------  ----------------  ----------------

            Benefit Under this Plan:

                Salary averaging:  Period (3) to (4) = 5 yrs.
                Credited Service:  Period (1) to (4) = 35 yrs.
                Vesting Service:   Period (1) to (4) = 35 ys.
                Offset due to Contract
                  Employee Plan:   Period (1) to (2) = 5 yrs.

            Benefit Under Contract Employee Plan:

                Credited Service:  Period (1) to (2).  Credit depends
                                   on hours worked in each plan year.
                Vesting Service:   Period (1) to (4).  Credit depends
                                   on hours worked in each plan year.

                                - 36 -

<PAGE>   79

                            ARTICLE X

    SPECIAL PROVISIONS APPLICABLE TO PRIOR PLAN PARTICIPANTS

10.01  SPECIAL PROVISIONS.  In addition to those benefits provided
       under other provisions of this Plan, the benefits payable with
       respect to a Prior Plan Participant shall be subject to the
       following terms and conditions:

       (a)  DEATH OF ACTIVE PARTICIPANT.  In the event a Prior Plan
            Participant who is an Employee dies prior to his or her
            Benefit Commencement Date, there shall be payable to the
            Beneficiary designed by him or her for this benefit an
            amount equal to the excess, if any, of (i) the amount of
            cash values, exclusive of any dividends, obtained from
            surrender of the insurance policies or annuity contracts
            in effect with respect to him or her under the Prior Plan,
            over (ii) the Present Value of the benefits, if any, pay-
            able to any Beneficiary or Contingent Annuitant in accor-
            dance with the other provisions of this Plan.

       (b)  VESTED TERMINATION.  If a Prior Plan Participant termi-
            nates employment with all Employers and Affiliated Em-
            ployers, the actuarial value, as of the date of his or
            her termination, of the benefit payable to him or her
            shall be the greater of:

             (i)  the Present Value of the Termination Benefit, if
                  any, otherwise payable to him or her under Section
                  4.04; or

            (ii)  the amount of the cash values, exclusive of any
                  dividends obtained from surrender of the insur-
                  ance policies or annuity contracts in effect
                  with respect to him or her under the Prior Plan,
                  multiplied by the appropriate vesting percentage
                  determined under the Prior Plan but based upon
                  computing his or her number of completed years
                  of participation in the Prior Plan as being equal
                  to the sum of (A) the number of his or her com-
                  pleted years of participation in the Prior Plan,
                  plus (B) the number of years of employment from
                  the date his or her participation in the Prior
                  Plan ended up his or her date of termination.
                  (The amount under this paragraph (ii) is here-
                  after referred to as the "Prior Plan Termination
                  Benefit.")

            A Prior Plan Participant may elect to receive a Prior
            Plan Termination Benefit in one lump sum, if such elec-
            tion is made within 30 days of his or her termination of

                                - 37 -

<PAGE>   80

            employment.  If a Prior Plan Participant has elected to
            receive his or her Prior Plan Termination Benefit in one
            lump sum and his or her Termination Benefit is greater
            than the Prior Plan Termination Benefit, the Termination
            Benefit shall be payable as provided in Section 4.04,
            but reduced by the amount of the Prior Plan Termination
            Benefit.

            If the Prior Plan Termination Benefit is greater than
            the Termination Benefit and the Prior Plan Participant
            has not elected to receive the same in one lump sum, the
            Prior Plan Termination Benefit shall be payable in the
            same manner as the Termination Benefit would have been
            payable had it been greater.

            If the Prior Plan Participant has not elected to receive
            the Prior Plan Termination Benefit in one lump sum and
            dies before the commencement of the payment of the Ter-
            mination Benefit, his or her Beneficiaries shall be
            entitled to be paid the Prior Plan Termination Benefit,
            increased with interest from the date of his or her ter-
            mination to the date of his or her death, offset by the
            Present Value of the benefits, if any, payable to Eli-
            gible Spouse in accordance with Section 5.01.  The Prior
            Plan Termination Benefit shall be increased with interest
            at the rate determined in accordance with Section 1.02 on
            the date of termination.

            If the Prior Plan Participant has not elected to receive
            the Prior Plan Termination Benefit in one lump sum, and
            he or she and any Contingent Annuitant die after the Par-
            ticipant's Benefit Commencement Date, the excess, if any,
            of his or her Prior Plan Termination Benefit, increased
            with interest from the date of his or her termination to
            the Benefit Commencement Date, over the sum of all pen-
            sion payments previously received, shall be payable to
            the Participant's Beneficiary.

       (c)  NORMAL, EARLY AND LATE RETIREMENT.  A Prior Plan Partici-
            pant who retires pursuant to any of Sections 4.01, 4.02
            or 4.03 may elect to receive the amount of his or her
            cash values in one lump sum, if such election is made
            within 30 days of his or her Retirement.  If the Prior
            Plan Participant has elected to receive his or her cash
            values in one lump sum, his or her Accrued Benefit shall
            be reduced by the monthly benefit, payable in the Normal
            Form, which is Actuarially Equivalent to the cash values.

            If the Prior Plan Participant has not elected to receive
            the cash values in one lump sum and he or she and any
            Contingent Annuitant die before the sum of the pension

                                - 38 -

<PAGE>   81

            payments the Participant and his or her Contingent Annui-
            tant received equal the cash values, the difference be-
            tween the cash values and the sum of all such pension
            payments previously received shall be payable to the Par-
            ticipant's Beneficiary.

10.02  OFFSET FOR INSURANCE OR ANNUITY PAYMENTS.  Any retirement
       benefit payable under the Plan shall be reduced by the amounts
       payable under any insurance or annuity contracts held under
       the Plan, such reduction being actuarially adjusted to allow
       for any difference in the form of payment under such insurance
       or annuity contracts and the standard or optional form under
       this Plan.

                                - 39 -

<PAGE>   82

                              ARTICLE XI

                     REEMPLOYMENT AFTER RETIREMENT

11.01  WHILE RECEIVING ANNUITY PAYMENTS.  If a former Participant
       is reemployed as an Employee after beginning to receive an
       annuity benefit under the provisions of Article VI, he or she
       shall resume participation in the Plan in accordance with Sec-
       tion 3.02, and the following provisions shall apply:

       (a)  REEMPLOYMENT BEFORE NORMAL RETIREMENT DATE.  If such an
            Employee is reemployed before his or her Normal Retire-
            ment Date, the following provisions shall apply:

             (i)  ON A FULL-TIME BASIS.  If such an Employee is reem-
                  ployed on a "full-time" basis, his or her benefit
                  payments shall be suspended during such period of
                  reemployment; provided, however, that no benefit
                  shall be suspended pursuant to this provision un-
                  less the Committee notifies the Employee, by per-
                  sonal delivery or first-class mail, during the
                  first calendar month or payroll period in which
                  the Plan withholds payments, that his or her bene-
                  fit is being suspended.  Such notification shall
                  contain a description of the specific reasons why
                  benefit payments are being suspended, a general
                  description of the Plan provisions relating to the
                  suspension of benefits, a copy of such provisions,
                  and a statement to the effect that applicable labor
                  regulations may be found in Section 2530.203-3 of
                  Title 29 of the Code of Federal Regulations.

                  The benefit amount payable upon his or her subse-
                  quent Retirement shall be recalculated to include
                  any additional Service and Compensation accrued
                  during his or her resumed employment, and shall
                  be reduced by an amount that is Actuarially Equi-
                  valent to any benefit payments he or she received
                  prior to his or her reemployment, but in no event
                  shall the amount of his or her Accrued Benefit on
                  such subsequent Retirement Date be less than the
                  corresponding amount on his or her prior Retirement
                  Date.

            (ii)  ON A PART-TIME BASIS.  If such an Employee is reem-
                  ployed on a Apart-time" basis, his or her benefit
                  payments shall not be suspended (unless and until
                  his or her employment status changes to full-time,
                  in which event the provisions of subparagraph (a)(i)
                  shall apply).  However, consistent with the provi-

                                - 40 -

<PAGE>   83

                  sions of Code Section 411(b)(1)(H)(iii), the Actu-
                  arially Equivalent value of any benefits paid to
                  such an Employee after his or her reemployment
                  shall be offset, on an annual basis, against any
                  current or future increases in the Employee's
                  Accrued Benefit due to either additional Years of
                  Credited Service or higher Average Monthly Compen-
                  sation.

           (iii)  DEFINITIONS.  For purposes of this Paragraph (a),
                  an Employee shall be considered "full-time" if he
                  or she is scheduled to work at least 173 hours per
                  month.  Any Employee who is not considered full-
                  time shall be considered "part-time."

       (b)  REEMLOYMENT AFTER NORMAL RETIREMENT DATE.  If such an
            Employee is reemployed on or after his or her Normal Re-
            tirement Date, his or her benefit payments shall not be
            suspended.  However, consistent with the provisions of
            Code Section 411(b)(1)(H)(iii), the Actuarially Equiva-
            lent value of any benefits paid to such an Employee after
            his or her reemployment shall be offset, on an annual
            basis, against any current or future increases in the Em-
            ployee's Accrued Benefit due to either additional Years
            of Credited Service or higher Average Monthly Compensa-
            tion.

11.02  AFTER RECEIVING LUMP-SUM PAYMENT.  If a former Participant is
       reemployed as an Employee after receiving a lump-sum payment
       of his or her entire vested Accrued Benefit (whether volun-
       tarily or involuntarily), he or she shall resume participa-
       tion in the Plan in accordance with Section 3.02, and the
       following provisions shall apply:

       (a)  IMMEDIATE LUMP-SUM PAYMENTS.  If such an Employee re-
            ceived the lump-sum payment by the close of the second
            Plan Year following the Plan Year in which he or she
            terminated employment, the following provisions shall
            apply:

             (i)  REPAYMENT RIGHT.  The Employee may repay to the
                  Plan the amount of the lump-sum payment, plus in-
                  terest at the rate determined under Section
                  411(c)(2)(C) of the Code.  Any such repayment must
                  be made, in full, before the earlier of:

                  (A)  The date that is five years after his or her
                       reemployment date, or

                                - 41 -

<PAGE>   84

                  (B)  The end of a five-year Period of Severance,
                       measured from his or her prior termination of
                       employment.

            (ii)  EFFECT OF REPAYMENT.  If such an Employee exer-
                  cises the repayment right described in subparagraph
                  (a)(i), his or her prior Years of Credited Services
                  shall be restored, thereby restoring the entire
                  Accrued Benefit on which the lump-sum payment was
                  based.

           (iii)  EFFECT OF NONREPAYMENT.  If such an Employee does
                  not exercise the repayment right described in
                  subparagraph (a)(i), his or her prior Years of
                  Credited Service shall be disregarded in calcula-
                  ting his or her Accrued Benefit.

            (iv)  EFFECT OF DEEMED CASH-OUT.  Any such Employee who
                  had no vested interest in his or her Accrued Bene-
                  fit at the time of his or her prior termination of
                  employment, and who was therefore deemed to have
                  received an immediate lump-sum payment of that
                  vested Accrued Benefit under Paragraph 6.03(b),
                  shall be deemed to have repaid the full amount of
                  that payment immediately upon his or her reemploy-
                  ment.

       (b)  DEFERRED LUMP-SUM PAYMENTS.  If such an Employee received
            the lump-sum payment after the close of the second Plan
            Year following the Plan Year in which he or she termi-
            nated employment, the following provisions shall apply:

             (i)  NO REPAYMENT RIGHT.  The Employee shall have no
                  right to repay to the Plan any portion of the lump-
                  sum payment.

            (ii)  PRIOR SERVICE RETAINED.  The Employee shall retain
                  the prior Years of Credited Service on which the
                  lump-sum payment was based.

           (iii)  BENEFIT OFFSET.  On the Employee's subsequent
                  Retirement Date, his or her Accrued Benefit shall
                  be reduced by the amount of the Accrued Benefit
                  that was previously distributed in a lump-sum pay-
                  ment.

                                - 42 -

<PAGE>   85

11.03  CONTINUED EMPLOYMENT BEYOND NORMAL RETIREMENT DATE.  If a Par-
       ticipant remains an employee of an Employer or Affiliated
       Employer on his or her Normal Retirement Date, his or her
       Benefit Commencement Date shall be deferred until his or her
       "retirement."  Solely for purposes of this Section, a Partici-
       pant's "retirement" shall occur as of the first month in which
       he or she completes fewer than 40 Hours of Service.  The Com-
       mittee shall notify any such Participant, by personal delivery
       or first-class mail, during the month in which the Participant
       attains his or her Normal Retirement Date, that his or her
       Benefit Commencement Date is being deferred pursuant to this
       Section.  Such notice shall contain the information described
       in Paragraph 11.01(a).  On the Participant's eventual retire-
       ment, he or she shall be entitled to a Late Retirement Bene-
       fit, in accordance with Section 4.03.  Such a Late Retirement
       Benefit shall be increased, however (in accordance with the
       requirements of ERISA, the Code, and the regulations issued
       thereunder), to reflect any delay in the Committee's provi-
       sion of the notice described above.

                                - 43 -

<PAGE>   86

                              ARTICLE XII

                            TOP-HEAVY RULES

12.01  EXCLUSION OF EMPLOYEES COVERED BY COLLECTIVE BARGAINING AGREE-
       MENTS.  The requirements of this Article shall not apply to
       persons who are members of a unit of employees covered under
       a collective bargaining agreement under which retirement bene-
       fits were the subject of good faith bargaining.

12.02  DETERMINATION OF TOP-HEAVY STATUS.  The determination of whe-
       ther the Plan is "Top-Heavy" shall be made as follows:

       (a)  If the Plan is not required to be included in an Aggre-
            gation Group with other plans of an Employer and its
            Affiliated Employers, then it shall be Top-Heavy with
            respect to the Employer only if, when considered by
            itself, it is a Top-Heavy Plan.  Even then, the plan
            shall not be Top-Heavy with respect to the Employer if
            it is included in a permissive Aggregation Group that
            is not a Top-Heavy Group.

       (b)  If the Plan is required to be included in an Aggregation
            Group with other plans of an Employer and its Affiliated
            Employers, it shall be Top-Heavy with respect to the
            Employer only if the Aggregation Group, including any
            permissively aggregated plans, is Top-Heavy.

       (c)  If the Plan is not a Top-Heavy Plan and it is not required
            to be included in an Aggregation Group with other plans
            of an Employer and its Affiliated Employers, then it shall
            not be Top-Heavy with respect to the Employer, even if it
            is permissively aggregated in an Aggregation Group that
            is a Top-Heavy Group.

       A plan shall be "Top-Heavy," and an Aggregation Group shall
       be a "Top-Heavy Group," with respect to a Plan Year, if, as
       of the Determination Date, the sum of the Cumulative Accrued
       Benefits and Cumulative Accounts of an Employer's Key Em-
       ployees exceeds 60% of a similar sum determined for all Em-
       ployees of that Employer.  For purposes of this Section, the
       Cumulative Accrued Benefits and Cumulative Accounts of an
       individual shall be disregarded if the individual has not
       performed any services for which he or she received compensa-
       tion from the Employer (other than benefits under the Plan)
       at any time during the five-year period ending on the Determi-
       nation Date.

                                - 44 -

<PAGE>   87

12.03  MINIMUM VEWTING REQUIREMENT FOR TOP-HEAVY YEARS.  If the Plan
       is Top-Heavy with respect to an Employer for any Plan Year,
       then a Participant who terminates employment during that Plan
       Year shall be entitled to a benefit equal to the percentage
       of his or her Accrued Benefit calculated under the following
       table, but only if such benefit is larger than the benefit
       the Participant would otherwise receive under the Plan.  This
       special rule shall apply only to Employees of the Employer
       with respect to which the Plan is Top-Heavy (or Employees who
       were covered under this Plan while Employees of that Employer)
       who have an Hour of Service after the Plan became Top-Heavy
       with respect to the Employer.

                         Years of                Vested
                     Vesting Service           Percentage
                    -----------------          ----------
                    Less than 2                     0%
                    2 but less than 3              20%
                    3 but less then 4              40%
                    4 but less than 5              60%
                    5 and over                    100%

       If the Plan ceases to be Top-Heavy with respect to the Em-
       ployer, a Participant who would have been entitled to a
       Termination Benefit under this special rule, if his or her
       employment had terminated while the Plan was Top-Heavy, shall
       continue to be entitled to a Termination Benefit.  The amount
       of that benefit shall be the amount the Participant would
       have received if he or she had terminated employment on the
       last day the Plan was Top-Heavy with respect to the Partici-
       pant's Employer.  Any Participant with three or more Years of
       Vesting Service may elect, on a form, to be submitted to the
       Committee, to have this special rule continue to apply after
       the Plan is no longer Top-Heavy.

12.04  MINIMUM NORMAL RETIREMENT BENEFIT FOR TOP-HEAVY YEARS.

       (a)  If the Plan is Top-Heavy with respect to an Employer for
            any Plan Year, then a Participant who is a Non-Key Em-
            ployee of the Employer shall accrue a minimum benefit.
            As a result, the Accrued Benefit of the Participant
            shall be determined under the preceding provisions of
            this Plan, except that the Participant's Accrued Benefit
            attributable to Plan Years in which the Plan was Top-
            Heavy with respect to his or her Employer shall be in an
            amount equal to the minimum benefit under this Section
            for those years, if greater than the amount that other-
            wise would accrue.  The minimum benefit, when expressed

                                - 45 -

<PAGE>   88

            as an annual retirement benefit payable in the Normal
            Form and beginning on the Participant's Normal Retirement
            Date, shall not be less than the Participant's average
            Compensation in the testing period multiplied by the
            lesser of (i) two percent, multiplied by the number of
            the Participant's Years of Credited Service, or (ii)
            twenty percent.

       (b)  For purposes of this Section, Years of Credited Service
            shall be excluded if the Plan was not a Top-Heavy Plan
            for any Plan Year ending during such Year of Credited
            Service or if such Year of Credited Service was completed
            in a Plan Year beginning before January 1, 1984.  A Par-
            ticipant's "testing period," for purposes of determining
            his or her average Compensation under this Section, is
            the five-consecutive-year period during which he or she
            had the greatest aggregate Compensation from the Employer
            and its Affiliated Employers, excluding years not in-
            cluded in a Year of Credited Service, years ending in a
            Plan Year beginning before January 1, 1984, and years
            beginning after the close of the last year in which the
            Plan is Top-Heavy.

       (c)  No minimum benefit will be required for a Participant
            in this Plan if the Participant's Employer maintains
            another qualified plan under which a minimum benefit is
            being accrued for the year for the Participant, in accor-
            dance with Section 416(f) of the Code, and the Employer
            elects to have such other plan meet the minimum benefit
            requirement.  To the extent possible, any minimum benefit
            requirement shall be satisfied under this Plan.

12.05  TOP-HEAVY DEFINITIONS.  For purposes of the Top-Heavy require-
       ments set forth in this Article, the following definitions
       shall apply:

       (a)  The words "Aggregation Group" shall mean, with respect
            to the plans of an Employer, the plan or group of plans
            that includes all plans maintained by the Employer or
            its Affiliated Employers -

             (i)  In which a Key Employee is a participant,

            (ii)  That enable any plan maintained by the Employer or
                  its Affiliated Employers in which a Key Employee
                  is a participant to meet the requirements of Sec-
                  tion 401(a)(4) or Section 410(b) of the Code, or

           (iii)  Which are selected by the Employer for permissive
                  aggregation, the inclusion of which would not

                                - 46 -

<PAGE>   89

                  prevent the group of plans from continuing to meet
                  the requirements of Sections 401(a)(4) and 410(b)
                  of the Code.

       (b)  The word "Compensation" shall mean compensation that
            would be stated on a Participant's Form W-2 (in the box
            for "Wages, Tips and Other Compensation") for the calen-
            dar year that ends with or within the Plan Year.

       (c)  The "Cumulative Account" and "Cumulative Accrued Benefit"
            of a Participant or former Participant shall be deter-
            mined as follows:

             (i)  A Participant's or former Participant's "Cumula-
                  tive Account," as of a Determination Date, shall
                  be the sum of the balances to his or her accounts
                  under a plan, determined as of the most recent
                  plan valuation date occurring within the 12-month
                  period ending on the Determination Date.  That
                  amount shall be increased by any contributions
                  due after such valuation date and on or before the
                  Determination Date.  If the valuation date falls
                  within the first plan year of the plan, the Parti-
                  cipant's or former Participant's Cumulative Account
                  shall include any contributions made after the
                  Determination Date, but allocated as of a date in
                  the first plan year.  If the plan is being con-
                  sidered in an Aggregation Group, the Participant's
                  or former Participant's Cumulative Account shall
                  be the sum of the balances to his or her accounts
                  under all defined contribution plans included in
                  the Aggregation Group under consideration (as
                  determined under the rules above).

            (ii)  A Participant's or former Participant's "Cumulative
                  Accrued Benefit," as of a Determination Date, shall
                  be the present value of his or her accrued benefit
                  under a plan, determined under the actuarial assum-
                  ptions set forth in such plan, as of the most
                  recent valuation date occurring within the 12-
                  month period ending on the Determination Date.  For
                  purposes of computing the Participant's or former
                  Participant's Cumulative Accrued Benefit, the par-
                  ticipant shall be treated as if he or she volun-
                  tarily terminated employment as of such valuation
                  date (as of the Determination Date, in the case
                  of the plan's first year).  The accrued benefit
                  of a participant other than a Key Employee shall
                  be determined as if such benefit accrued not more
                  rapidly than the slowest accrued rate permitted

                                - 47 -

<PAGE>   90

                  under the fractional rule of Section 411(b)(1)(C)
                  of the Code.  If the plan is being considered in
                  an Aggregation Group, the Participant's or former
                  Participant's "Cumulative Accrued Benefit" shall
                  be the sum of the present values of the Partici-
                  pant's accrued benefits under all defined benefit
                  plans included in the Aggregation Group under con-
                  sideration (as determined under the rules above),
                  using the same actuarial assumptions for all such
                  plans.

           (iii)  The balance to a Participant's or former Partici-
                  pant's accounts and the value of the Participant's
                  benefits shall not include amounts attributable to
                  deductible employee contributions.

            (iv)  The balance to a Participant's or former Partici-
                  pant's accounts and the value of the Participant's
                  benefits shall be increased by the aggregate amount
                  of any distributions made on his or her account
                  under the plan or plans during the 5-year period
                  ending on the Determination Date.

             (v)  Rollovers and direct plan-to-plan transfers shall
                  be treated as follows:

                  (A)  If the transfer is initiated by the Partici-
                       pant or former Participant and made from a
                       plan maintained by an employer to another
                       employer, the transferor plan shall continue
                       to include the amount transferred as an amount
                       in the Participant's or former Participant's
                       account under the transferor plan or as an
                       accrued benefit under the transferor plan.

                  (B)  If the transfer is not initiated by the Parti-
                       cipant or former Participant, or is made be-
                       tween plans maintained by the same employer,
                       the transferor plan shall not include the
                       amount transferred as an amount under the
                       plan, and the transferee plan shall consider
                       the amount transferred as an amount under
                       the transferee plan.

                                - 48 -

<PAGE>   91

                  (C)  For purposes of this Subparagraph (c)(v), all
                       employers aggregated under the rules of Sec-
                       tion 414(b), (c) or (m) of the Code shall be
                       considered a single employer.

            (vi)  For purposes of determining the Cumulative Accrued
                  Benefit under this Plan of a Participant or former
                  Participant, the term "valuation date" shall be
                  the same date as the Determination Date.

       (d)  The words "Determination Date" shall mean, for purposes
            of determining whether a plan is Top-Heavy for a parti-
            cular plan year, the last day of the preceding plan year
            (or, in the case of the first plan year of the plan, the
            last day of that first year).

       (e)  The words "Key Employee" shall mean any Participant (in-
            cluding the spouse or other beneficiary of such Partici-
            pant) who, at the time during the Plan Year or any of
            the four preceding Plan Years, is:

             (i)  An officer of an Employer or an Affiliated Em-
                  ployer having an aggregate annual Compensation
                  from the Employer and its Affiliated Employers of
                  more than 50% of the amount in effect under Sec-
                  tion 415(b)(1)(A) of the Code for the Plan Year,
                  but in no event shall more than fifty employees
                  or, if less, the greater of (A) three employees
                  or (B) 10% of the aggregate number of employees
                  of the Employer and its Affiliated Employers, be
                  taken into account under this Subparagraph (e)(i)
                  as officers of the Employer or Affiliated Employer;

            (ii)  One of the ten employees of the Employer having
                  an aggregate annual Compensation from the Employer
                  and its Affiliated Employers of more than the limi-
                  tation in effect under Section 415(c)(1)(A) of the
                  Code and owning (or considered as owning, within
                  the meaning of Section 318 of the Code) the largest
                  interests in the Employer;

           (iii)  A person owning more than 5% of the Employer (with-
                  in the meaning of Section 416(i)(1)(B)(i) of the
                  Code); or

            (iv)  A person who has an aggregate annual Compensation
                  from the Employer and its Affiliated Employers
                  of more than $150,000 and who owns more than 1%

                                - 49 -

<PAGE>   92

                  of the Employer, within the meaning of Section
                  416(i)(1)(B)(i) of the Code.

            For purposes of applying Section 318 of the Code to the
            provisions of this Paragraph (e), Subsection (C) of
            Section 318(a)(2) shall be applied by substituting "5
            percent" for "50 percent."  For purposes of subparagraph
            (e)(ii), if two employees have the same interest in an
            Employer, the employee having the greater aggregate
            annual Compensation from the Employer and its Affiliated
            Employers shall be treated as having the larger interest.

       (f)  The words "Non-Key Employee" mean any Employee who is not
            a Key Employee.

12.06  CONSTRUCTION.  The provisions of this Article are not intended
       to expand the benefits and other rights of any individual
       under this Plan or any other plan beyond those provided in
       other provisions of this Plan or any other plan, except in the
       event that this Plan or any other plan is "top-heavy," within
       the meaning of Section 416 of the Code, and, in that event,
       only to the extent required by such Section 416.  Accordingly,
       the provisions of this Article shall be interpreted strictly
       in accordance with such Section 416 and, in the event of any
       inconsistency between such provisions and Section 416, Section
       416 shall govern.

                                - 50 -

<PAGE>   93

                              ARTICLE XIII

                           PLAN ADMINISTRATION

13.01  RETIREMENT COMMITTEE.  The Board shall appoint a Retirement
       Committee of three to five individuals.  The Board may also
       remove any members of the Committee and appoint replacements
       from time to time.  The members of the Committee may, but
       need not, be employees, officers or directors of any Employer.
       The Committee shall be the "plan administrator," within the
       meaning of ERISA, and shall be vested with all the authority
       and powers necessary to carry out the administrative provi-
       sions of the Plan.  The enumeration of specific powers of the
       Committee shall in no way restrict or limit the Committee's
       general authority in this regard.

13.02  ACTIONS OF THE COMMITTEE.  The decision of a majority of the
       members of the Committee in office shall control in all cases
       over which the Committee has authority.  The Committee shall
       develop internal rules for the manner in which actions are to
       be taken, including, for example, rules regarding actions with
       or without a meeting and recordkeeping.  Unless otherwise spe-
       cified herein, the Committee may designate a subcommittee of
       the Committee, or any other entity, individual or group of
       individuals (whether or not any such individual is a member
       of the Committee), to act on its behalf or as its agent with
       respect to matters over which the Committee has authority under
       the terms of the Plan and Trust.  Any action of such subcommit-
       tee, entity, individual or group of individuals with respect
       to such matters shall be deemed an action of the Committee.

13.03  PLAN INTERPRETATION.  The Committee shall have the sole, abso-
       lute and exclusive right, power and discretion to construe and
       interpret the provisions of the Plan.  For this purpose, the
       term "Plan" means this Plan document and any related document
       used in the administration or operation of the Plan and Trust,
       including, but not limited to, the summary plan description.
       The Committee may construe any ambiguity, supply any omission,
       or reconcile any inconsistency, in such manner and to such
       interest as it deems appropriate, in its sole discretion.  The
       Committee shall have further authority to determine, in its
       sole discretion, all questions with respect to the individual
       rights of any Employee or Beneficiary under the Plan, include-
       ing, for example, all issues with respect to eligibility for
       benefits, Service, Disability and Retirement.  The construc-
       tion or interpretation placed upon any term or provision of
       the Plan by the Committee, and any action by the Committee
       taken or not taken pursuant thereto, shall be final, conclu-
       sive and binding upon all Employees, Beneficiaries, and any
       other interested party.

                                - 51 -

<PAGE>   94

13.04  COMPENSATION AND EXPENSES.  The members of the Committee shall
       serve without compensation, but they shall be reimbursed for
       the expenses incurred in performing their responsibilities,
       in such amounts and at such times as directed by the Company.
       Such expenses may be paid from the Trust Fund or by the Em-
       ployers, as determined by the Company.

13.05  RELIANCE ON EXPERTS.  Unless otherwise specified herein, the
       Committee and any other Plan Fiduciary may employ or appoint
       agents, legal or investment counsel (who also may be of coun-
       sel to any Employer), accountants, actuaries and such other
       experts as may be necessary or convenient in the administra-
       tion of the Plan or Trust.  The Committee, any other Plan
       Fiduciary, the Employers, and their respective employees,
       officers and directors shall not be liable for the directions,
       actions or omissions of any agent, legal or other counsel,
       accountant, actuary or any other expert who has agreed to the
       performance of administrative duties in connection with the
       Plan or Trust.  The Committee, any other Plan Fiduciary, the
       Employers, and their respective employees, officers and direc-
       tors shall be entitled to rely upon all certificates, reports
       and opinions which may be made by such experts and shall be
       fully protected in respect of any action taken or suffered by
       them in good faith in reliance upon any such certificates,
       reports or opinions; all actions so taken or suffered shall
       be conclusive upon each of them and upon all persons having
       or claiming to have any interest in or under the Plan or
       Trust.

13.06  CO-FIDUCIARY RESPONSIBILITY.  Plan Fiduciaries may provide
       for the allocation of fiduciary responsibilities, other than
       trustee responsibilities (as defined in Section 405(c)(3) of
       ERISA), among themselves.  The Committee, any other Plan
       Fiduciary, or any expert employed or appointed by a Plan
       Fiduciary to serve in a fiduciary capacity with respect to
       the Plan or Trust, shall be solely responsible for the respon-
       sibilities, obligations, or duties allocated to it, whether
       under the Plan or Trust or under the terms and conditions
       of any other agreement.  Any person to whom such responsi-
       bilities, obligations or duties have not been allocated shall
       not be responsible with respect to any action directed, taken
       or omitted by the fiduciary to whom such responsibilities,
       obligations or duties have been allocated.

13.07  INDEMNIFICATION.  The Committee, the individual members of
       the Committee, any other Plan Fiduciary, and any employee,
       officer or director of the Employers, shall be free from all
       liability, joint and several, for their actions and conduct
       in the administration of the Plan and Trust, and the Employers
       shall indemnify and save them and each of them harmless from
       any and all liability for their actions and conduct in the
       performance of their duties with respect to the Plan and
       Trust, except for liability resulting from their own willful
       misconduct.

                                - 52 -

<PAGE>   95

13.08  PLAN FIDUCIARY.  For purposes of the Plan and Trust, the term
       "Plan Fiduciary" means the Committee, the Board, the Trustee,
       any Investment Manager, and any other person who may be con-
       sidered a "fiduciary" of the Plan and Trust under ERISA; pro-
       vided, however, that a person shall be considered a Plan
       Fiduciary only with respect to the specific matters and duties
       that make such person a fiduciary under the terms of the Plan,
       the Trust and ERISA, and that the person's responsibilities
       and liabilities shall extend only to such matters and duties.

                                - 53 -

<PAGE>   96

                               ARTICLE XIV

                            TRUST PROVISIONS

14.01  APPOINTMENT OF TRUSTEE.  The Trustee shall be appointed by
       the Company and shall be either one or more individuals or a
       corporation that is authorized to act as trustee for quali-
       fied retirement plans under applicable federal and state law.
       (Except as otherwise expressly noted, any reference in this
       Article to "the Trustee" shall be interpreted to include a
       reference to any individual serving in that capacity.)  The
       Company may remove the Trustee, or the Trustee may resign,
       upon 60 days' written notice to the other party, provided
       that either party may waive such notice from the other.  Upon
       resignation or removal of the Trustee, the Company shall ap-
       point a successor Trustee, which shall agree to accept the
       Trust and to be bound by all of the provisions of the Plan.

14.02  TITLE OF ASSETS.  All contributions to the Trust shall be
       made to, and held in trust by, the Trustee.  All securities
       or other assets whose title is evidenced by a certificate of
       title shall be registered in the name of the Trustee or in
       such other form as the Trustee shall determine.  Any cash
       authorized by the Trustee to be held as part of the Trust
       Fund shall be held in the name of the Trustee, with such autho-
       rized signatures for withdrawals as the Trustee may deem advis-
       able.  All other assets of the Trust shall be held in the form
       determined by the Trustee.

14.05  SCOPE OF TRUSTEE'S RESPONSIBILITY.  Notwithstanding any other
       provision of this Plan and Trust, the Trustee shall have
       exclusive authority and discretion to manage and control the
       assets of the Trust Fund, except to the extent that (i) the
       Plan and Trust expressly provide that the Trustee is subject
       to the directions of another Plan Fiduciary who is not a
       Trustee; or (ii) authority to manage, acquire or dispose of
       assets is delegated to one or more Investment Managers, in
       accordance with Section 14.12.  To the extent that the Com-
       mittee or another Plan Fiduciary directs the Trustee, the
       Trustee shall be subject to the proper directions of such
       Committee or other Plan Fiduciary that are made in accordance
       with the terms of the Plan and Trust and are not contrary
       to ERISA.  In carrying out its responsibilities, the Trustee
       shall:

       (a)  Discharge its duties solely in the interest of Partici-
            pants and Beneficiaries, for the exclusive purpose of
            providing benefits for Participants and Beneficiaries
            and defraying reasonable expenses of administering the
            Plan and Trust;

       (b)  Invest the assets of the Trust Fund with the care, skill,
            prudence and diligence under the circumstances then pre-
            vailing that a prudent person, acting in a like capacity

                                - 54 -

<PAGE>   97

            and familiar with such matters, would use in the conduct
            of an enterprise of a like character and with like aims;

       (c)  Diversify the investments of the Trust Fund so as to
            minimize the risk of large losses, unless under the cir-
            cumstances it is clearly prudent not to do so; and

       (d)  Not maintain the indicia of ownership of any assets of
            the Trust Fund outside the jurisdiction of the district
            courts of the United States.

14.04  TRUSTEE'S POWERS.  The Trustee shall have full power and
       authority to administer, manage and otherwise deal with all
       of the Trust Fund, to the same extent as an individual owner
       thereof.  Without limitation or restriction of the foregoing,
       but in furtherance thereof, the Trustee is expressly author-
       ized and empowered:

       (a)  To invest and reinvest Trust assets in securities and
            stock of any class or kind or any other kind of property,
            real or personal, and to hold such investments as the
            Trustee deems advisable, all without being confined to
            any limitations now or hereafter imposed by law that
            are more restrictive than the standard prescribed by
            this provision;

       (b)  To sell, for cash or credit and at public or private
            sale, grant options, exercise rights, convert, redeem,
            exchange or otherwise dispose of investments in the
            Trust Fund;

       (c)  To hold any part of the Trust Fund uninvested and deposit
            the same with any banking institution, including deposits
            with a corporate Trustee, without any obligation to pay
            interest on funds being held for immediate investment.

       (d)  To join in, dissent from, or oppose any reorganization,
            recapitalization, consolidation, sale or merger affecting
            investments in the Trust Fund;

       (e)  To lease, for any period of time, to repair, improve,
            mortgage, divide, alter, exchange, or give options with
            respect to real property and generally to exercise all
            rights of ownership;

       (f)  To borrow or raise monies from anyone, including a cor-
            porate Trustee, for the purposes of the Trust, in such
            amount and upon such terms and conditions as the Trus-
            tee may deem advisable, and to pledge all or any part

                                - 55 -

<PAGE>   98

            of the Trust Fund as security therefor; provided that
            the Committee is given advance written notice of any
            such borrowing; and provided, further, that no annuity
            contract, if any, purchased for the account of a speci-
            fic Participant shall be pledged except to secure a
            loan to pay premiums thereon.  No person lending money
            to the Trustee need see to the application of the money
            lent or inquire into the propriety of any such borrowing;

       (g)  To vote stock and other votable investments through
            proxies or voting trusts, on discretionary as well as
            ministerial matters;

       (h)  To carry investments in the name of a nominee or nomi-
            nees or in bearer form;

       (i)  To apply for, pay premiums under, hold, or transfer
            annuity, endowment, life insurance, or other contracts
            issued by any insurance company.  If annuity contracts
            are issued under the Plan, they may consist of, but
            not be limited to, individual annuities (both fixed and
            variable, immediate and deferred), group annuities, and
            deposit administration annuities or variations thereof
            (such as immediate participation guaranteed investment
            annuities and guaranteed return annuities).  Monies also
            may be deposited in insurance company "investment only
            contracts," such as fixed amount, fixed period, and fixed
            interest investments, sometimes referred to as "bullet"
            investment contracts and "window" investment arrange-
            ments.  If any life insurance policies are issued under
            the Plan to insure any death benefits provided hereunder,
            such life insurance policies shall not provide death
            benefits prior to retirement in excess of 100 times the
            anticipated monthly pension of the Participant.  Such
            life insurance policies shall, at the direction of the
            Committee, be surrendered to the insurer for their cash
            value or transferred to the Participant under the terms
            of this Trust.  At the retirement of the Participant,
            the Trustee shall convert the entire value of life insur-
            ance policies into cash or provide for a periodic income,
            but in no event shall any portion of such value be used
            to continue life insurance protection;

       (j)  To invest and maintain Trust Fund assets in specific in-
            vestments permitted under this Trust as the Committee
            or its designee, in writing, may direct the Trustee;

                                - 56 -

<PAGE>   99

       (k)  To invest and reinvest all or any part of the Trust
            Fund through the medium of any common, collective or
            commingled trust fund maintained by the Trustee that is
            qualified to accept investments from retirement plans
            qualified under the provisions of Section 401(a) of the
            Code and exempt from income taxation under the provisions
            of Section 501(a) of the Code and, during such period of
            time as an investment through such medium shall exist,
            such declaration of trust of such fund shall constitute
            a part of this Trust; and

       (l)  To exercise all powers of trustees now or hereafter at
            any time conferred by law on trustees and lawfully in
            effect, to the extent that such powers are not contrary
            to the powers conferred under this Trust.

14.05  ACTION BY TRUSTEE.  If more than one individual is appointed
       by the Company as Trustee, the Trustee shall take action by
       a majority vote of the individual trustees then in office.
       The action of such majority of the trustees, expressed either
       by a vote at a meeting or in writing without a meeting, shall
       constitute the action of the Trustee.  It shall have the same
       effect for all purposes as if assented to by all of the trus-
       tees at the time in office.  The Trustee may authorize one or
       more of the individual trustees to sign on its behalf any
       instructions, instruments, or other documents.  No trustee
       who is a Participant or Beneficiary shall be entitled to vote
       on any matter pertaining solely to himself or herself.

14.06  DISTRIBUTIONS TO PARTICIPANTS.  The Trustee, upon written in-
       structions from the Committee, shall pay benefits from the
       Trust Fund to Participants, Beneficiaries or Contingent Annui-
       tants in such amounts, and at such times, as the Committee
       directs.  The Trustee shall be under no obligation to deter-
       mine proper payees or the amount of benefits to which any
       payee is entitled.

14.07  RECORDKEEPING.  The Trustee shall keep accurate and detailed
       accounts of all investments, receipts and disbursements and
       other transactions hereunder; and all accounts, books and
       records relating thereto shall be open to inspection by the
       Company, and by any other entity, individual or group of
       individuals designated by the Company, at all reasonable
       times.  Within 60 days following the close of each Plan Year,
       the Trustee shall file with the Company, and with any other
       entity, individual or group of individuals designated by the
       Company, a written account setting forth all investments,
       receipts and disbursements and other transactions effected
       by it during such Plan Year, and containing an exact descrip-
       tion of all securities purchased and sold, the cost or net
       proceeds of sale (excluding accrued interest paid or received)

                                - 57 -

<PAGE>   100

       and showing the securities and investments held at the end of
       such Plan Year, and the cost of each item thereof as carried
       on the books of the Trustee, together with the current market
       value thereof.  Upon the expiration of 90 days from the date
       of filing any such account, or upon the express approval by
       the Company, or by any other entity, individual or group of
       individuals designated by the Company, the Trustee shall be
       forever released and discharged from any liability or account-
       ability to anyone as respects the propriety of the acts or
       transactions, except for such acts or transactions as to which
       any recipient of the written account shall, within such 90-day
       period, file with the Trustee a written statement setting
       forth its exceptions or objections, and except for a loss of
       diminution of the Trust Fund resulting from the negligence,
       willful misconduct, or lack of good faith of the Trustee. The
       Trustee shall keep such other records and file with the Inter-
       nal Revenue Service and any other applicable federal or state
       agency such returns and other information concerning the Trust
       as may be required of the Trustee under the Code or other
       applicable law or regulation, or as directed by the Committee.

14.08  FINAL ACCOUNTING.  In the case of the resignation or removal
       of the Trustee, there shall be a settlement of its accounts
       as of the effective date of such resignation or removal.  Such
       settlement may be had either by judicial proceedings in any
       court of competent jurisdiction, or by agreement or settlement
       between the Trustee and the Company.  Upon settlement of such
       accounts, the Trustee shall release all of its interest as
       Trustee in and to the Trust assets and shall execute all docu-
       ments necessary for that purpose; and it shall thereupon be
       discharged from further accountability for the Trust Fund.
       No person claiming to have any interest in the Plan or Trust,
       and no Participant, Beneficiary or representative of either,
       shall be a party to the settlement of any such accounts, and
       for all the purposes of such accounts, the Company shall be
       the representative of all persons claiming to have such
       interest.  All the parties to the Plan and Trust shall be
       bound by the settlement of such accounts between the Trustee
       and the Company.

14.09  TRUSTEE'S COMPENSATION.  Any corporate Trustee shall be en-
       itled to receive for its services hereunder such reasonable
       compensation as may be agreed to by the Trustee and the Com-
       pany.  Such compensation may be paid from the assets of the
       Trust Fund or by the Employers, as determined by the Company.

14.10  PLAN AND TRUST EXPENSES.  Any income taxes or other taxes of
       any kind whatsoever that may be levied or assessed upon or
       in respect of the Trust Fund, excluding only excise taxes
       imposed under Section 4975 of the Code, may be paid from the
       assets of the Trust Fund.  Any transfer taxes incurred in
       connection with the investment and reinvestment of the assets
       of the Trust Fund, and all other fees and administrative ex-
       penses incurred by any person in connection with the admini-

                                - 58 -

<PAGE>   101

       stration of the Plan or Trust, may be paid from the assets of
       the Trust Fund.  The Company, in its sole discretion, shall
       determine whether any such amount shall be payable from the
       Trust Fund or by the Employers, and, if payable from the
       Trust Fund, shall direct the Trustee to that effect; provided,
       however, that all such amounts shall constitute a charge upon
       the Trust Fund until paid by another party.

14.11  TRUSTEE'S LIABILITY.  The Trustee shall not be responsible in
       any way for the collection of contributions required under
       the Plan, the purposes of propriety of any distributions, or
       any similar action taken at the direction of a person who,
       pursuant to the provisions of the Plan or Trust, is authorized
       to direct the Trustee with respect to such action, provided
       the Trustee acts in accordance with the standards prescribed
       herein.  The Employers shall at all times fully indemnify and
       save harmless the Trustee, its successors and assigns from
       any liability arising from distributions so made or actions
       so taken, from any liability arising out of the investment of
       any Trust assets pursuant to a Committee directive or order,
       and from any and all other liability whatsoever that may arise
       in connection with this Plan and Trust, except the obligation
       of the Trustee to perform the things to be done by it under
       this Trust, in accordance with the standards prescribed here-
       under.  The Trustee shall be under no duty to take any action
       other than as herein specified with respect to the Trust, nor
       shall the Trustee be under a duty to defend or engage in any
       suit with respect to the Trust Fund unless properly indemni-
       ied by the Employers with regard to the expense of such legal
       action.  The Trustee may from time to time consult with coun-
       sel and shall be fully protected in acting or relying upon
       the advice of such counsel.  The Trustee shall be protected
       in acting or omitting to take any action, upon any written
       order, notice, request, consent, certification or other in-
       strument or paper believed by it to be genuine and to have
       been properly executed, so long as it acts in accordance with
       the standards prescribed herein.  The Trustee shall not be
       liable for any act or failure to act of any predecessor or
       successor Trustee.  Notwithstanding the foregoing, the Trus-
       tee shall be liable for the consequences of any act, or
       failure to act, that arise from its own negligence, willful
       misconduct, failure to act in good faith, or failure to
       comply with ERISA.

14.12  INVESTMENT MANAGER.  The Committee may appoint one or more
       Investment Managers to manage, acquire and dispose of all or
       any part of the assets of the Trust Fund.  Upon the effective
       date of the appointment of any Investment Manager, the Trustee
       shall be relieved of all responsibility and liability with
       respect to the management, acquisition and disposition of
       those assets under the control of the Investment Manager.  To
       qualify as an "Investment Manager," a person must (i) qualify
       as an investment adviser that is registered under the Invest-
       ment Advisors Act of 1940, a bank, as defined in that Act, or
       an insurance company qualified to manage, acquire and dispose

                                - 59 -

<PAGE>   102

       of plan assets under the laws of more than one state, and (ii)
       acknowledge in writing that it is a Plan Fiduciary.

14.13  CUSTODIAN.  The Committee may appoint one or more financial
       institutions to serve as custodian of all or any part of the
       assets of the Trust Fund.  Any such custodian must satisfy
       the requirements of Code Section 401(f), and will have no
       responsibility for the management, acquisition or disposition
       of such assets.

14.14  PROXY AND OTHER VOTING.  If an Investment Manager is appointed
       to manage all or any part of the assets of the Trust Fund,
       such Investment Manager shall, with respect to such portion of
       the assets, vote stock and other votable investments through
       proxies or voting trusts, both on discretionary as well as
       ministerial matters.  To the extent of any part of the assets
       of the Trust Fund not managed by an Investment Manager, the
       Committee or its designee shall exercise such responsibili-
       ties.  The Committee may also elect to vote proxies with
       respect to assets of the Trust Fund managed by an Investment
       Manager.  No other Plan Fiduciary or other entity or indi-
       vidual shall have any responsibility for the voting responsi-
       bilities delegated hereunder to Investment Managers and the
       Committee or its designee.

14.15  AMENDMENT OF TRUST PROVISIONS.  The Board may amend the Trust
       provisions set forth herein at any time, and for any reason;
       provided, however, that the Board may appoint another entity,
       individual or group of individuals to act on its behalf with
       respect to one or more amendments and provided, further, that
       no amendment that affects the rights, responsibilities or
       duties of the Trustee adversely shall become effective with-
       out the written consent of the Trustee.

14.16  PLENARY POWER OF THE COMMITTEE.  The powers granted to the
       Trustee under this Plan and Trust shall be exercised by the
       Trustee subject to the written directions of the Committee.
       The Trustee shall be under no duty to inquire into the propri-
       ety of such directions nor into their effect upon the Trust
       Fund or the beneficiaries thereof, nor to apply to a court
       for instructions, notwithstanding the fact that the Trustee
       has, or with reasonable inquiry should have, actual or con-
       structive notice that any action taken or omitted pursuant to,
       or as a result of, the exercise of such directive authority
       constitutes, or may constitute, a breach of the terms of the
       Plan or Trust or a violation of any law applicable to the
       investment of the funds hereunder.  Any such direction so
       given the Trustee shall be deemed to be continuing until re-
       voked or modified by a subsequent direction in writing, not-
       withstanding the occurrence of any event or other development
       of which the Trustee has or should have knowledge.  Subject
       to the limitations of Section 14.03, the Trustee shall not
       be liable or responsible for any loss resulting to the Trust
       Fund, or to any present or future beneficiary thereof, by rea-
       son of:

                                - 60 -

<PAGE>   103

       (a)  Any sale or investment made, or other action taken, pur-
            suant to and in accordance with such a direction; or

       (b)  The retention of any asset, including cash, the acquisi-
            tion of retention of which has been directed as provided
            in this Section.

       In the absence of any direction contemplated in this Section,
       all powers and authorities conferred upon the Trustee under
       the provisions of this Article shall be exercised in the sole
       discretion of the Trustee.

14.17  EXCLUSIVE BENEFIT.  The Plan and Trust have been created for
       the exclusive benefit of the Employers' employees and their
       beneficiaries.  It is intended that the Plan satisfy the pro-
       visions of the Code that determine the qualification of em-
       ployees' pension plans, and that the Trust be exempt from tax
       under the Code.  Under no circumstances shall any part of the
       principal or income under the Plan or Trust be used for, or
       diverted to, purposes other than the exclusive benefit of such
       employees and their beneficiaries.  The Plan shall not be con-
       strued, however, as giving any employee or any other person
       any right, legal or equitable, against any Employer or any
       fiduciary of the Plan or Trust, or against the principal or
       income of the Plan or Trust, except as specifically provided
       for in this Plan.

                                - 61 -

<PAGE>   104

                               ARTICLE XV

                      CLAIMS AND APPEALS PROCEDURES

15.01  FILING A CLAIM.  A person who seeks benefits under the Plan
       (a "claimant") shall complete, execute and submit to the Com-
       mittee a written claim therefor on a form provided by the
       Committee.  A claim is filed when such a form is received by
       the Committee.

15.02  DECIDING A CLAIM.  The Committee shall decide a claim within
       a reasonable time after the claim is received, and shall have
       the right to require such evidence as reasonably may be neces-
       sary to decide the claim.  If a claim is wholly or partially
       denied, the claimant shall be furnished a written notice set-
       ting forth the following:

       (a)  The specific reason or reasons for the denial;

       (b)  Specific references to pertinent Plan provisions on which
            the denial is based;

       (c)  A description of any additional material or information
            necessary for the claimant to perfect the claim and an
            explanation of why such material or information is neces-
            sary; and

       (d)  Appropriate information on the steps to be taken if the
            claimant wishes to appeal the claim decision, including
            the period in which the appeal will be decided.

       The notice shall be furnished to the claimant within 90 days
       after receipt of the claim by the Committee, unless special
       circumstances require an extension of time for processing the
       claim.  No extension shall be for more than 90 days after the
       end of the initial 90-day period.  If an extension of time
       for processing is required, written notice of the extension
       shall be furnished to the claimant before the end of the
       initial 90-day period.  The extension notice shall indicate
       the special circumstances requiring an extension of time and
       the date by which a final decision will be rendered.

15.03  APPEALING A CLAIM.  If a claim is denied, the claimant may
       appeal the denial upon written application to the Committee.
       No appeal shall be considered unless it is received by the
       Committee within 90 days after receipt by the claimant of
       written notification of denial of the claim.  The claimant
       may review documents pertinent to the appeal and may submit
       issues and comments in writing to the Committee.  In addition,
       the claimant shall be granted a hearing before the Committee,
       at which hearing the claimant or a designated representative

                                - 62 -

<PAGE>   105

       may present evidence on the claimant's behalf and will be con-
       fronted with all contrary evidence.  The claimant may also
       request that the Company appoint a representative to act on
       his or her behalf at the hearing.  If the claimant neither
       appears at the hearing (in person or through a representative)
       nor notifies the Committee of his or her inability to appear,
       the Committee may dismiss the appeal for lack of prosecution.

15.04  DECIDING AN APPEAL.  The Committee shall decide an appeal
       within 60 days after the written application is received.
       However, if special circumstances require an extension of
       time for processing, a decision shall be rendered as soon
       as possible, but not later than 120 days after the appeal
       is received.  If such an extension of time for deciding the
       appeal is required, written notice of the extension shall be
       furnished to the claimant prior to the commencement of the
       extension.  The Committee's decision shall be in writing and
       shall include specific reasons for the decision and specific
       references to the pertinent Plan provisions upon which the
       decision is based.

                                - 63 -

<PAGE>   106

                               ARTICLE XVI

                        AMENDMENT AND TERMINATION

16.01  POWER TO AMEND.  Sole power to amend the Plan shall reside
       in the Board, unless the Board delegates such power to ano-
       ther entity, individual, or group of individuals.  The Plan
       may be amended at any time, and in any manner, provided that
       an amendment does not cause any part of the Trust Fund to be
       used for, or diverted to, any purpose other than the exclu-
       sive benefit of Participants and their Beneficiaries.  The
       Plan may be amended retroactively to the extent necessary or
       advisable to conform with applicable law, including any quali-
       fication requirements under the Code, and, where not necessary
       or advisable to conform with applicable law, to the extent not
       prohibited by applicable law.  Complete and absolute discre-
       tion is retained to change, on a retroactive or prospective
       basis, any rights that an Employee may have under the Plan,
       unless it is determined by the Board (or the entity, indivi-
       dual or group of individuals exercising amendment authority)
       that such a change would be violative of the Code or ERISA.

16.02  METHOD OF AMENDMENT.  Any amendment of the provisions of this
       Plan shall be evidenced by a written instrument, signed by the
       authorized representative of the Board (or of the entity, in-
       dividual or group of individuals exercising amendment authori-
       ty).  Except as otherwise provided in the written instrument
       of amendment, the changes made by any amendment shall apply
       only to Employees having at least one Hour of Service after
       the effective date or dates specified in the amendment.

16.03  POWER TO TERMINATE.  The Board shall have the sole power to
       terminate the Plan, and it may terminate the Plan at any time
       and for any reason.

16.04  FULL VESTING.  In the event of the complete or partial termi-
       nation of the Plan, the interest of each Participant affected
       by the complete or partial termination shall become 100%
       vested.  The term "partial termination" is a term used under
       the Code, but not under ERISA, and nothing in this Plan or
       Trust shall give any Participant or Beneficiary the right to
       allege that a partial termination has occurred or that he or
       she has the right to become 100% vested as a consequence of
       any alleged partial termination or other facts and circum-
       stances.

16.05  DISPOSITION OF ASSETS UPON COMPLETE TERMINATION.  In the event
       of the complete termination of the Plan, the Committee shall
       dispose of the assets of the Plan and Trust in accordance with
       applicable provisions of the Code and ERISA.  Upon the satis-
       faction of all liabilities to Participants and Beneficiaries
       and payment of administrative expenses, the Company may direct

                                - 64 -

<PAGE>   107

       the Committee to distribute any remaining assets to the Em-
       ployers, in such manner and at such times as determined by
       the Company.

16.06  TRANSFER OF LIABILITIES TO PBGC.  In the event of a complete
       termination of the Plan, the Committee, in its sole discre-
       tion, may transfer responsibility for the payment of benefits
       to missing Participants and Beneficiaries to the Pension Bene-
       fit Guaranty Corporation.

16.07  SPIN-OFF OF EMPLOYER.  No Employer shall be permitted to dis-
       continue its participation in this Plan, or to spin off any
       portion of the assets of the Plan, unless such Employer pro-
       vides at least 90 days' advance written notice to both the
       Company and the Committee, and the Company then consents in
       writing.  In the event of any such discontinuation or spin-
       off, the Committee, in its sole and absolute discretion,
       shall determine the procedures to be followed and the amount
       of assets in the Trust, if any, to be spun off.  No assets
       in excess of the amount necessary to satisfy the benefit lia-
       bilities of the affected Participants and their Beneficiaries,
       as determined by the Committee, in its sole discretion, shall
       be spun off unless the Committee, in its sole discretion,
       determines otherwise.

                                - 65 -

<PAGE>   108

                              ARTICLE XVII

                              MISCELLANEOUS

17.01  GOVERNING LAW.  The Plan and Trust shall be construed, en-
       forced and administered in accordance with the laws of the
       State of Missouri, to the extent not superseded by ERISA.

17.02  SEVERABILITY.  In the event that any provision of the Plan or
       Trust shall be held illegal or invalid for any reason, said
       illegality or invalidity shall not affect the remaining provi-
       sions of the Plan and Trust, and the remaining provisions of
       the Plan and Trust shall be construed, enforced and adminis-
       tered as if the illegal or invalid provision had never been
       included.

17.03  HEADINGS.  The headings in the Plan and Trust are included
       for the sake of convenience only.  They shall be disregarded,
       to the extent inconsistent with any provision of the Plan or
       Trust.


                                - 66 -

<PAGE>   109

     IN WITNESS WHEREOF, Paul Mueller Company has caused this January
1, 2000, Restatement of the Plan to be executed on its behalf this
27th day of January, 2000, and the individuals signing below agree to
continue serving as Trustee of the Trust incident thereto.

                                        PAUL MUELLER COMPANY

                                        By:   /S/  DANIEL C. MANNA
                                            -------------------------
                                                 Daniel C. Manna
[Corporate Seal]                        Title:   President
                                               ----------------------
ATTEST:

By:    /S/  JO ELAINE SMAY
    --------------------------
         Jo Elaine Smay
Title:   Corporate Assistant
       -----------------------

                                        TRUSTEES

                                             /S/  DONALD E. GOLIK
                                        -----------------------------
                                               Donald E. Golik

                                            /S/  GERALD S. MILLER
                                        -----------------------------
                                               Gerald S. Miller

                                            /S/  MICHAEL W. YOUNG
                                        -----------------------------
                                               Michael W. Young

                                - 67 -


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