Exhibit 10.1























                  THE RECTORSEAL CORPORATION AND JET-LUBE, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                (As Revised and Restated Effective April 1, 2007)
























<PAGE>


                  THE RECTORSEAL CORPORATION AND JET-LUBE, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                (As Revised and Restated Effective April 1, 2007)


                                TABLE OF CONTENTS


                                                                            Page


ARTICLE I              DEFINITIONS.............................................5

   Sec. 1.1              Administrator.........................................5
   Sec. 1.2              Affiliated Company....................................6
   Sec. 1.3              Allocation Date.......................................6
   Sec. 1.4              Alternate Payee.......................................6
   Sec. 1.5              Anniversary Date......................................6
   Sec. 1.6              Annual Compensation...................................6
   Sec. 1.7              Beneficiary...........................................7
   Sec. 1.8              Code..................................................9
   Sec. 1.9              Committee.............................................9
   Sec. 1.10             Company...............................................9
   Sec. 1.11             Disability............................................9
   Sec. 1.12             Early Retirement Date................................10
   Sec. 1.13             Employee.............................................10
   Sec. 1.14             Employer.............................................10
   Sec. 1.15             Entry Date...........................................11
   Sec. 1.16             ERISA................................................11
   Sec. 1.17             Five-Year Break in Service...........................11
   Sec. 1.18             Former Participant...................................11
   Sec. 1.19             Hours of Service.....................................11
   Sec. 1.20             Individual Account...................................14
   Sec. 1.21             Interactive Electronic Communication.................14
   Sec. 1.22             Leased Employee......................................14
   Sec. 1.23             Named Fiduciary......................................15
   Sec. 1.24             Normal Retirement Date...............................15
   Sec. 1.25             Notice...............................................15
   Sec. 1.26             One-Year Break in Service............................16
   Sec. 1.27             Other Investments Account............................16
   Sec. 1.28             Parent Company Stock.................................16
   Sec. 1.29             Parent Company Stock Account.........................16
   Sec. 1.30             Participant..........................................17
   Sec. 1.31             Plan.................................................17
   Sec. 1.32             Qualified Domestic Relations Order...................17
   Sec. 1.33             Qualified Election Period............................17



                                        i
<PAGE>

   Sec. 1.34             Qualified Participant................................17
   Sec. 1.35             Recordkeeper.........................................17
   Sec. 1.36             Trust Agreement......................................17
   Sec. 1.37             Trust Fund...........................................18
   Sec. 1.38             Trustee..............................................18
   Sec. 1.39             Valuation Date.......................................18
   Sec. 1.40             Year.................................................18
   Sec. 1.41             Year of Service (Participation)......................18
   Sec. 1.42             Year of Service (Vesting)............................18
   Sec. 1.43             Gender and Number....................................19

ARTICLE II             ELIGIBILITY OF EMPLOYEES...............................19

   Sec. 2.1              Eligibility..........................................19
   Sec. 2.2              Election Not to Participate..........................19
   Sec. 2.3              Eligibility upon Reemployment........................19
   Sec. 2.4              Reemployment of Participant..........................20
   Sec. 2.5              Exclusion of Employees Covered by
                         Collective Bargaining................................20
   Sec. 2.6              Eligibility Upon Entry or Reentry into
                         Eligible Class of Employees..........................20

ARTICLE III            CONTRIBUTIONS..........................................21

   Sec. 3.1              Contributions of the Employer........................21
   Sec. 3.2              Form of Employer Contributions.......................21
   Sec. 3.3              Time of Contributions................................21
   Sec. 3.4              Limit on Employer Contributions......................22
   Sec. 3.5              Manner of Making Contributions.......................22
   Sec. 3.6              Contributions with Respect to Military Leave.........22

ARTICLE IV             ACCOUNTS AND VALUATION OF TRUST FUND...................22

   Sec. 4.1              Participants' Individual Accounts....................22
   Sec. 4.2              Valuation of the Trust Fund and of the
                         Interest of Each Participant.........................23
   Sec. 4.3              Allocations to Individual Accounts...................24
   Sec. 4.4              Included Individual Accounts.........................28
   Sec. 4.5              Time When Contributions are Allocated................28

ARTICLE V              LIMITATION ON ALLOCATIONS..............................28

   Sec. 5.1              Limitation on Allocations............................28
   Sec. 5.2              Definitions..........................................29
   Sec. 5.3              Excess Annual Additions..............................32

                                       ii
<PAGE>

   Sec. 5.4              Special Rules........................................33

ARTICLE VI             INDIVIDUAL ACCOUNTS....................................35

   Sec. 6.1              Participant Interest in Individual Accounts..........35
   Sec. 6.2              Periodic Statements to Participant...................35

ARTICLE VII            RETIREMENT.............................................36

   Sec. 7.1              Normal Retirement....................................36
   Sec. 7.2              Early Retirement.....................................36
   Sec. 7.3              Other Retirement.....................................36
   Sec. 7.4              Benefits on Retirement...............................36
   Sec. 7.5              Commencement of Benefits.............................36
   Sec. 7.6              Final Contribution After Distribution of Benefits....36

ARTICLE VIII           DEATH..................................................37

   Sec. 8.1              Benefits on Death....................................37
   Sec. 8.2              Final Contribution After Payment of Benefits.........37

ARTICLE IX             DISABILITY.............................................38

   Sec. 9.1              Benefits on Disability...............................38
   Sec. 9.2              Final Contribution After Payment of Benefits.........38

ARTICLE X              TERMINATION BENEFITS...................................39

   Sec. 10.1             Termination of Employment Other than by Reason
                         of Death, Disability or Retirement...................39
   Sec. 10.2             Vested Interest......................................39
   Sec. 10.3             Time of Distribution.................................39
   Sec. 10.4             Forfeiture and Return to Employment Prior to Complete
                         Distribution.........................................41
   Sec. 10.5             Application of Forfeitures...........................41

ARTICLE XI             DISTRIBUTIONS AND WITHDRAWALS..........................42

   Sec. 11.1             Form of Payment......................................42
   Sec. 11.2             Consent to Distribution..............................42
   Sec. 11.3             Minority or Disability of Distributee................43

                                      iii
<PAGE>

   Sec. 11.4             Additional Requirements Relating to Benefit
                         Payments and Death Distributions.....................44
   Sec. 11.5             Withdrawals..........................................47
   Sec. 11.6             Claims Procedure.....................................48
   Sec. 11.7             Administrator's Duty to Trustee......................48
   Sec. 11.8             Duty to Keep Administrator Informed of
                         Distributee's Current Address........................48
   Sec. 11.9             Failure to Claim Benefits............................49
   Sec. 11.10            Distribution Pursuant to Qualified
                         Domestic Relations Orders............................49
   Sec. 11.11            Tax Withholding and Participant's Direct Rollover....50

ARTICLE XII            NOTICES................................................53

   Sec. 12.1             Notice...............................................53
   Sec. 12.2             Modification of Notice...............................53
   Sec. 12.3             Reliance on Notice...................................53

ARTICLE XIII           AMENDMENT OR TERMINATION OF PLAN.......................54

   Sec. 13.1             Amendment or Termination by Company..................54
   Sec. 13.2             Effect of Amendment..................................54
   Sec. 13.3             Distribution on Termination or
                         Discontinuance of Contributions......................54
   Sec. 13.4             Reversion of Contributions to Employer...............55
   Sec. 13.5             Amendment of Vesting Schedule........................55
   Sec. 13.6             Merger or Consolidation of Plan......................56
   Sec. 13.7             Withdrawal of Employer...............................57

ARTICLE XIV            COMMITTEE..............................................57

   Sec. 14.1             Committee Composition................................57
   Sec. 14.2             Committee Actions....................................57
   Sec. 14.3             Committee Procedure..................................58
   Sec. 14.4             Delegation to Committee and Company's Duty
                         to Furnish Information...............................58
   Sec. 14.5             Construction of Plan and Trustee's and
                         Record-keeper's Reliance.............................60
   Sec. 14.6             Committee Member's Abstention in Cases
                         Involving Own Rights.................................60
   Sec. 14.7             Counsel to Committee.................................61
   Sec. 14.8             Indemnification of Employees and Directors...........61

                                       iv
<PAGE>

   Sec. 14.9             Action Taken in Good Faith...........................61

ARTICLE XV             MISCELLANEOUS..........................................61

   Sec. 15.1             No Employment or Compensation Agreement..............61
   Sec. 15.2             Spendthrift Provision................................62
   Sec. 15.3             Construction.........................................62
   Sec. 15.4             Titles...............................................62
   Sec. 15.5             Texas Law Applicable.................................62
   Sec. 15.6             Successors and Assigns...............................62
   Sec. 15.7             Allocation of Fiduciary Responsibility by
                         Named Fiduciary......................................63
   Sec. 15.8             Expenses of Administration...........................63
   Sec. 15.9             Plan Controls........................................64
   Sec. 15.10            Effect of Mistakes...................................64
   Sec. 15.11            Operation of the Plan; Permitted Corrections.........64

ARTICLE XVI            ADOPTION BY AFFILIATED COMPANIES.......................65

   Sec. 16.1             Transfer of Employment to Another Employer...........65
   Sec. 16.2             Contributions and Forfeitures........................65
   Sec. 16.3             Transfers of Employment Between Affiliated
                         Companies............................................65
   Sec. 16.4             Action by Company....................................66
   Sec. 16.5             Termination of Employer's Status as Affiliated
                         Company..............................................66

ARTICLE XVII           THE TRUSTEE............................................67

   Sec. 17.1             Trust Fund...........................................67
   Sec. 17.2             Trustee's Duties.....................................67
   Sec. 17.3             Benefits Only from Trust Fund........................67
   Sec. 17.4             Trust Fund Applicable Only to Payment of Benefits....67
   Sec. 17.5             Texas Trust Code.....................................67
   Sec. 17.6             Voting Rights........................................67

ARTICLE XVIII          INVESTMENTS............................................68

   Sec. 18.1             Investment of Contributions and Trust Assets.........68
   Sec. 18.2             Diversification of Investments by Qualified
                         Participants.........................................69

                                       v
<PAGE>


ARTICLE XIX            TOP HEAVY PROVISIONS...................................70

   Sec. 19.1             Minimum Allocation Requirements......................70
   Sec. 19.2             Vesting Schedule.....................................70
   Sec. 19.3             Definitions..........................................71













                                       vi

<PAGE>



                                                                    Exhibit 10.1


                  THE RECTORSEAL CORPORATION AND JET-LUBE, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                (As Revised and Restated Effective April 1, 2007)


     THIS  AGREEMENT,  executed  this ____ day of May,  2007,  and effective the
first  day of  April,  2007  unless  specifically  provided  otherwise  in  this
Agreement,  by The RectorSeal  Corporation,  a Delaware corporation,  having its
principal office in Houston, Texas (hereinafter referred to as the "Company").


                              W I T N E S S E T H:

     WHEREAS,  effective  June 1, 1976, the Company  established  The RectorSeal
Corporation  Employee  Stock  Ownership  Plan  (hereinafter  referred  to as the
"Plan") in the form of a stock bonus plan  designed to  constitute  a "qualified
plan"  within the meaning of the  applicable  sections of the  Internal  Revenue
Code,  as amended (the "Code") for the benefit of eligible  employees  and their
beneficiaries;

     WHEREAS,  the Plan was subsequently  amended from time to time and was then
amended and restated  effective  April 1, 1985,  except for specific  provisions
which were effective  April 1, 1984, to bring the Plan into  compliance with the
Tax Equity and Fiscal Responsibility Act of 1982, the Tax Reform Act of 1984 and
the Retirement Equity Act of 1984;

     WHEREAS,  the Plan was  subsequently  amended by Amendment No. 1 effective,
with respect to specific provisions, on April 1, 1984 and April 1, 1985;

     WHEREAS,  Jet-Lube,  Inc.,  a Delaware  corporation  ("Jet  Lube"),  and an
Affiliated  Company (herein  defined),  established the Jet-Lube,  Inc. Employee
Stock Ownership Plan (the "Jet Lube Plan") effective June 1, 1976;

     WHEREAS, the Jet Lube Plan was subsequently amended from time to time prior
to April 1, 1984, was amended and restated  effective April 1, 1985,  except for
specific  provisions  which were effective  April 1, 1984, to bring the Jet Lube
Plan into compliance with the Tax Equity and Fiscal  Responsibility Act of 1982,
the Tax Reform Act of 1984 and the  Retirement  Equity Act of 1984,  and, due to


<PAGE>

the  merger of the Jet Lube Plan with and into the Plan,  was  amended to comply
with (i) those  provisions  of the Tax  Reform  Act of 1986 that were  technical
corrections to the Retirement Equity Act of 1984 and (ii) the temporary Treasury
regulations  issued with respect to those  provisions in the Code enacted by the
Retirement Equity Act of 1984 or the subsequent technical correction  provisions
thereto;

     WHEREAS,  Jet Lube approved (i) the merger of the Jet Lube Plan,  effective
as of April 1, 1989, with and into the Plan and (ii) the transfer of assets from
the Jet Lube  Plan to the Plan as soon as  practicable  after the  valuation  of
accounts in the Jet Lube Plan at March 31, 1990;

     WHEREAS,  the  Company  subsequently  amended  and  restated  the  Plan (i)
effective  April 1, 1989, to bring the Plan into  compliance with the Tax Reform
Act of 1986 as well as all other applicable laws, rules and regulations  enacted
or promulgated  since the prior plan  restatement  and (ii)  effective  April 1,
1994,  to  change  the  name  of the  Plan to "The  RectorSeal  Corporation  and
Jet-Lube, Inc. Employee Stock Ownership Plan;"

     WHEREAS,  the Plan was  subsequently  amended by Amendment  No. I effective
August 15, 1997;

     WHEREAS, the Company revised and restated the Plan effective April 1, 1998,
except for certain  provisions for which another effective date was subsequently
provided  otherwise in the terms of the Plan, to bring the Plan into  compliance
with the Code, as modified by the Small Business Job Protection Act of 1996, the
General  Agreement on Tariffs and Trade under the Uruguay Round  Agreements Act,
the Uniformed  Services  Employment  and  Reemployment  Rights Act of 1994,  the
Taxpayer  Relief Act of 1997, the Internal  Revenue  Service  Restructuring  and
Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000, as well as
all  other  applicable  rules,  regulations  and  administrative  pronouncements
enacted, promulgated or issued since the date the Plan was last restated;

     WHEREAS,  the Company  adopted  Amendment No. 1 to the revised and restated
Plan,  effective as of April 1, 2002, except as specifically  provided otherwise
in Amendment No. 1, to (i) reflect certain provisions of the Economic Growth and
Tax  Relief  Reconciliation  Act  of  2001  ("EGTRRA")  which  generally  became
applicable to the Plan effective as of April 1, 2002, and (ii)  constitute  good

                                       2
<PAGE>

faith compliance with the requirements of EGTRRA;

     WHEREAS,  final  Treasury  regulations  were  issued  April 17,  2002 under
section  401(a)(9) of the Code relating to  distributions  under Section 11.4 of
the Plan (the "Final Distribution Regulations");

     WHEREAS, the Pension and Welfare Benefits  Administration of the Department
of Labor issued final  regulations  establishing  new standards  for  processing
benefit claims of participants and beneficiaries  under Section 11.6 of the Plan
which were  subsequently  clarified  by further  guidance  from the  Pension and
Welfare  Benefits  Administration  (collectively  the  "Final  Claims  Procedure
Regulations");

     WHEREAS,  the Company  adopted  Amendment No. 2 to the revised and restated
Plan to (i) revise  Section  11.4 of the Plan,  effective  January  1, 2003,  to
reflect the Final Distribution  Regulations  consistent with the Model Amendment
provided by the Internal Revenue Service in Rev. Proc. 2002-29,  and (ii) revise
Section  11.6 of the  Plan,  effective  April  1,  2002,  to  provide  that  the
administrator  of the Plan shall  process  benefit  claims of  participants  and
beneficiaries  pursuant to the claims  procedure  specified  in the summary plan
description  for the Plan which  shall  comply with the Final  Claims  Procedure
Regulations, as may be amended from time to time;

     WHEREAS,  the Company  adopted  Amendment No. 3 to the revised and restated
Plan,  effective  as of August 1, 2004,  to exclude  the  Director  of  Business
Development of Cargo Chemical Corporation from participation in the Plan;

     WHEREAS,  EGTRRA amended Section  401(a)(31)(B) of the Code to require that
mandatory  distributions  of more than  $1,000 from the Plan be paid in a direct
rollover to an individual  retirement plan as defined in Sections 408(a) and (b)
if the distributee does not make an affirmative election to have the amount paid
in a  direct  rollover  to  an  eligible  retirement  plan  or  to  receive  the
distribution  directly and I.R.S.  Notice 2005-5  provides  that this  provision
became effective to the Plan for distributions on or after March 28, 2005;

     WHEREAS,  the Company  adopted  Amendment No. 4 to the revised and restated
Plan,  effective as of March 28, 2005,  to reduce the maximum  dollar  amount of
mandatory distributions under the Plan from $5,000 to $1,000;

                                       3
<PAGE>


     WHEREAS, pursuant to the guidance issued by the Internal Revenue Service in
Rev. Proc.  2005-66,  the Plan has been assigned a five-year  remedial amendment
cycle of Cycle A which requires the Plan to be amended no later than January 31,
2007  (except  as may be  provided  otherwise  by Rev.  Proc.  2005-66  or other
published  guidance  for  certain  interim  amendments)  to bring  the Plan into
compliance  with the  2005  Cumulative  List of  Changes  in Plan  Qualification
published by the Internal  Revenue  Service in Notice 2005-101 for Cycle A plans
(the  "Cycle  A  Cumulative   List"),   which  identifies  all  changes  in  the
qualification requirements applicable to Cycle A plans resulting from statutory,
regulatory and other guidance published in the Internal Revenue Bulletin;

     WHEREAS,  the Pension Protection Act of 2006 (the "Pension Protection Act")
enacted changes to the Code,  certain  provisions of which become  applicable to
the Plan for Years beginning on or after April 1, 2007;

     WHEREAS,  the Pension Protection Act enacted Section 401(a)(35) of the Code
which imposes  diversification  requirements  for certain  defined  contribution
plans  within the meaning of Section  401(a)(35)(E)  of the Code,  excluding  an
employee stock  ownership  plan within the meaning of Section  4975(e)(7) of the
Code which meets the requirements of Section 401(a)(35)(E)(ii) of the Code;

     WHEREAS, the Company amended and restated the Plan effective April 1, 2002,
except for certain  provisions for which another  effective date is subsequently
provided  otherwise in the terms of the Plan, to (i)  incorporate the provisions
of Amendment  Nos. 1-4 to the Plan,  as revised as restated  effective  April 1,
1998,  (ii) bring the Plan into  compliance  with the Code,  as  modified by the
changes  in the  qualification  requirements  applicable  to the  Plan  that are
identified in the Cycle A Cumulative List, including,  but not limited to EGTRRA
and the Final Distribution Regulations,  (iii) effective April 1, 2007, formally
designate  the Plan an  employee  stock  ownership  plan  within the  meaning of
Section  4975(e)(7)  of the  Code and  Treas.  Reg.  ss.54.4975-11(a),  add pass
through  voting in accordance  with the  requirements  of Section  409(e) of the
Code, and add a diversification of investment  provision applicable to qualified



                                       4
<PAGE>

participants  in compliance with the  requirements of Section  401(a)(28) of the
Code,  such  that the Plan  will be  exempt  from the  requirements  of  Section
401(a)(35)  of  the  Code,  (iv)  reflect  certain  provisions  of  the  Pension
Protection Act and to constitute good faith  compliance with the requirements of
the Pension  Protection  Act,  and (v) bring the Plan into  compliance  with all
other applicable rules,  regulations and administrative  pronouncements enacted,
promulgated or issued since the Plan was last restated effective April 1, 1998;

     WHEREAS,  the Company now desires to amend and restate the Plan,  effective
as of April 1, 2007,  to revise the  permissible  method of  complying  with the
diversification of investment provision applicable to qualified  participants in
compliance with the requirements of Section 401(a)(28) of the Code; and

     WHEREAS,  (i) the  benefits  payable from the Plan are  independent  of any
benefits  an  Employee  is or may  become  entitled  to under any  other  funded
pension,  profit  sharing  or  savings  plan,  (ii) the  benefits  payable to an
Employee or Beneficiary  under the Plan shall be determined  solely by reference
to the  provisions  of the  Plan  in  effect  on the  date  of  such  Employee's
retirement or other termination of employment,  except as otherwise specifically
provided  herein,  and (iii)  except as  otherwise  provided  in the Plan or any
amendment to the Plan,  the  provisions of any amendment to the Plan shall apply
solely to an Employee, former Employee,  Participant or Former Participant whose
employment  with an Employer  terminates on or after the  effective  date of the
amendment;

     NOW,  THEREFORE,  in consideration of the premises and the covenants herein
contained,  the Company  hereby  adopts the  following as the  provisions of the
revised and restated Plan:

                                    ARTICLE I

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

     Unless by the  context  hereof a  different  meaning is clearly  indicated,
whenever  used in this  Plan,  the  following  words  shall  have  the  meanings
hereinafter set forth:

     Sec.  1.1  Administratorfor  the  purposes  of  ERISA  means  the  Company;
provided,  that the Company,  by action of its  governing  body,  may  designate
another  person  or  entity,  including  the  Trustee,  the  Recordkeeper  or  a



                                       5
<PAGE>

Committee, as Administrator of the Plan.

     Sec. 1.2 Affiliated Companymeans the Company and any other entity which is,
along with the Company,  a member of a  controlled  group of  corporations  or a
controlled group of trades or businesses [as defined in Section 414(b) or (c) of
the Code],  any entity which along with the Company is included in an affiliated
service  group as defined in Section  414(m) of the Code,  and any other  entity
which is required to be aggregated  with the Company  pursuant to Section 414(o)
of the Code.

     Sec. 1.3 Allocation Datemeans the Anniversary Date and each additional date
or dates designated by the Administrator  from time to time on which allocations
of contributions are made.

     Sec. 1.4 Alternate  Payeemeans a person defined in Section 414(p)(8) of the
Code who is entitled to benefits under the Plan pursuant to a Qualified Domestic
Relations Order.

     Sec. 1.5 Anniversary Datemeans the last day of each Year.

     Sec. 1.6 Annual  Compensationmeans the sum of (i) the amounts actually paid
to an  Employee  by the  Employer  for  services  rendered,  as  reported on the
Employee's Federal income tax withholding  statement (Form W-2 or its subsequent
equivalent)  for the  Year,  exclusive,  however,  of  reimbursements  and other
expense  allowances,  fringe  benefits  (cash and  noncash),  including  but not
limited to automobile allowances,  taxable group life insurance and amounts that
are paid to the Employee in cash in lieu of being  contributed  on his behalf to
the Plan or any other  qualified  defined  contribution  plan  maintained by the
Employer,  moving  expenses,  welfare  benefits,  and  all  other  extraordinary
compensation,  such as income  attributable  to phantom  stock  plans,  and (ii)
amounts applied to purchase  benefits  pursuant to a salary reduction  agreement
under a  cafeteria  plan as defined in Section 125 of the Code  sponsored  by an
Employer,  amounts deferred  pursuant to a salary reduction  agreement under any
other plan  described in Sections  401(k) and 408(k) of the Code sponsored by an
Employer,  and elective  amounts that are not  includible in gross income of the
Participant  by  reason of  Section  132(f)(4)  of the Code.  For each Year only
$225,000  of Annual  Compensation  shall be taken into  account by the Plan with
respect to any  Participant  [or, for each Year beginning  after March 31, 2008,



                                       6
<PAGE>

such other amount as may be determined  under Section  401(a)(17)(B) of the Code
to  reflect   cost-of-living   increases]   (hereinafter   referred  to  as  the
"Compensation  Limitation");   provided,  however,  if  a  Participant's  Annual
Compensation for the Year exceeds the maximum amount of Annual Compensation that
can be taken into account for any purpose under the Plan,  the  Participant  may
designate  which portion of his total  compensation  shall be considered for any
such purpose.

     Sec.  1.7   Beneficiarymeans  any  person  or  fiduciary  designated  by  a
Participant  or Former  Participant  in  accordance  with the terms  hereof  and
Section 401(a)(9) of the Code to receive benefits hereunder  following the death
of  such  Participant  or  Former  Participant.   Each  Participant  and  Former
Participant may, from time to time, select one or more  Beneficiaries to receive
benefits  pursuant to Section 8.1 in the event of the death of such  Participant
or Former Participant.  Such selection shall be made in writing by Notice to the
Administrator.  Unless  the  provisions  of the  Plan  or a  Qualified  Domestic
Relations  Order  provide  otherwise,  the last such  selection  filed  with the
Administrator  prior  to  the  date  of  death  of  the  Participant  or  Former
Participant shall determine to whom Plan benefits shall be paid.

     If the  Participant  or Former  Participant  is  married at the date of his
death,  the  Beneficiary  shall be the  surviving  spouse  unless the spouse has
consented  in  writing  to the  designation  of some  other  Beneficiary,  which
designation  may not be changed  without  spousal  consent  unless the voluntary
consent of the spouse (i) expressly  permits  designations by the Participant or
Former Participant  without any requirement of further consent by the spouse and
(ii)  acknowledges  that the  spouse  has the  right to limit the  consent  to a
specific  Beneficiary.  Such written consent must acknowledge the effect of such
selection  and such  consent must be  witnessed  by a Plan  representative  or a
notary  public.  Spousal  consent is not  required if it is  established  to the
satisfaction of the Plan representative that the consent may not be obtained (i)
because the Participant or Former  Participant  has no spouse,  (ii) because the
spouse  cannot be located or (iii)  because of such other  circumstances  as the
Secretary of Treasury may by regulations prescribe.  Any consent by a spouse (or
establishment that the consent of the spouse is not required) shall be effective
only with respect to that particular spouse.



                                       7
<PAGE>


     If the  Administrator  cannot  readily  determine  whether a Participant or
Former  Participant  has a  spouse  under  the laws of the  state  in which  the
Participant or Former  Participant  resides resulting from an individual's claim
to be a "common law" spouse of a Participant  or Former  Participant  or similar
circumstances,  the  Administrator  may request such  individual  to provide the
Administrator  with a legal opinion  satisfactory to the  Administrator or other
evidence demonstrating the individual's status as a spouse of the Participant or
Former  Participant.  The Administrator  has the sole and absolute  authority to
determine  an  individual's  status  as a  spouse  of a  Participant  or  Former
Participant and any such determination shall be final, binding and conclusive on
all parties ever  claiming an interest in the Plan.  Any consent by a spouse (or
establishment  that the  consent  of the spouse  may not be  obtained)  shall be
effective only with respect to that spouse. If a Participant is divorced and the
Participant's  spouse was a  Beneficiary  named by the  Participant,  the spouse
shall be deemed to have  predeceased the Participant and such designation of the
spouse shall be void and the next successive  Beneficiary or Beneficiaries shall
become the  Beneficiary(ies)  entitled to the benefits under the Plan,  unless a
Qualified  Domestic  Relations  Order requires a death benefit be payable to the
spouse.

     If a  Participant's  or  Former  Participant's  selection  is not  made  in
compliance with these  provisions or if all designated  persons shall predecease
the  Participant  or Former  Participant,  or the  designation  becomes  void as
provided  in  the  preceding  paragraph,  Beneficiary  means  the  first  of the
following classes of successive  preference  beneficiaries  then surviving:  the
Participant's or Former Participant's:

(a)  surviving spouse,

(b)  descendants, per stirpes(including adopted children),

(c)  parents in equal shares,

(d)  brothers and sisters in equal shares, and

(e)  estate.

     If more than one  Beneficiary of a particular  class (primary or secondary)
is  entitled  to  benefits,  payments  shall  be made in  equal  shares  to such
Beneficiaries,  unless some other specific proportions are clearly designated by
the  Participant  or  Former  Participant.  If more  than one  Beneficiary  of a



                                       8
<PAGE>

particular  class (primary or secondary) is named,  the interest of any deceased
Beneficiary   of  that  class  shall  pass  to  the  surviving   Beneficiary  or
Beneficiaries  of that class except to the extent that the designation  provides
for payment to any secondary  Beneficiary or  Beneficiaries  upon the death of a
primary Beneficiary. In determining whether any person named as a Beneficiary is
living at the time of a  Participant's  or Former  Participant's  death, if such
person and the Participant or Former  Participant  died in a common disaster and
there is  insufficient  evidence to determine  which person died first,  then it
shall be deemed that the Beneficiary died first.

     Sec. 1.8 Codemeans the Internal  Revenue Code of 1986, as it may be amended
from  time to time.  Reference  to a  section  of the Code  shall  include  that
section,   applicable  Treasury  regulations   promulgated  thereunder  and  any
comparable  section  of any  future  legislation  that  amends,  supplements  or
supersedes  said section,  effective as of the date such  comparable  section is
effective with respect to the Plan.

     Sec.  1.9  Committeemeans  the  committee  appointed  under  Article XIV to
administer the Plan, as from time to time  constituted.  If no such committee is
appointed, the Company shall constitute the Committee.

     Sec. 1.10 Companymeans The RectorSeal Corporation,  a Delaware corporation,
or such other organization which, pursuant to a spinoff, merger,  consolidation,
reorganization,  or similar corporate transaction where a significant portion of
the  Company's  employees  become  employees  of such  organization,  adopts and
assumes the Plan and the Trust  Agreement as the sponsor with the consent of the
Company and agrees to accept the duties, responsibilities and obligations of the
sponsor  of the  Plan  and the  Trust  Agreement.  Reference  in the Plan to the
Company  shall  refer to any such  organization  which  adopts and  assumes  the
sponsorship of the Plan and the Trust Agreement.

     Sec.  1.11   Disabilitymeans   the  physical  or  mental  incapacity  of  a
Participant  which, in the opinion of a physician approved by the Administrator,
will  permanently  prevent such  Participant  from  performing  any of the usual
duties of his employment.



                                       9
<PAGE>


     Sec.  1.12 Early  Retirement  Datemeans  the  Anniversary  Date of the Year
coinciding  with or next  following the later of the date a Participant  attains
age 55 and has completed at least ten Years of Service  (Vesting),  provided the
Participant  has  elected  at least 60 days  prior to such  Anniversary  Date to
terminate his employment with all Affiliated Companies.

     Sec. 1.13 Employee means any individual in the employ of an Employer who is
included on the Federal Insurance Contribution Act rolls of an Employer (and who
is classified as an Employee of an Employer),  excluding (i) any Leased Employee
that  Section  414(n) of the Code treats as an Employee of an  Employer,  unless
classification  of such Leased  Employee as an Employee is necessary to maintain
the qualification of the Plan, (ii) any employee included in a unit of Employees
covered by a collective  bargaining  agreement  between an Employer and employee
representatives,   if  retirement  benefits  were  the  subject  of  good  faith
bargaining and if two percent or less of the employees who are covered  pursuant
to that  agreement  are  professional  employees  [as  defined  in  Treas.  Reg.
ss.1.410(b)-9],  (iii) any  employee  who is a  non-resident  alien  [within the
meaning of Section  7701(b)(1)(B) of the Code] and who received no earned income
[within the meaning of Section  911(d)(2) of the Code] from any  Employer  which
constitutes  income from sources within the United States [within the meaning of
Section  861(a)(3)  of the Code],  and (iv)  those  employees  of an  Affiliated
Employer that has not elected to participate  in the Plan.  The term  "Employee"
shall not  include any  individual  who by  contract  is not  classified  by the
Employer as a common law employee of the  Employer,  even if such  individual is
included on the Employer's  payroll for Federal income tax withholding  purposes
or whether  such  person is later  classified  as an  employee  by the  Internal
Revenue Service, the Department of Labor, a court, an administrative  agency, or
an Employer.

     Sec. 1.14 Employer means the Company and any other Affiliated Company, with
respect to its Employees,  provided such Affiliated Company is designated by the
governing  body  of  the  Company  as an  Employer  under  the  Plan  and  whose
designation  as such has become  effective  and has  continued  in  effect.  The
designation  shall become effective only when it shall have been accepted by the
governing body of the Employer and shall be effective for the Year determined by
the governing  body of the Company and the Employer.  An Employer may revoke its
acceptance of such  designation at any time, but until such  acceptance has been



                                       10
<PAGE>

revoked, all of the provisions of the Plan and amendments thereto shall apply to
the Employees of the Employer.  In the event the  designation of the Employer as
such is revoked by the governing body of the Employer, this will not be deemed a
termination of the Plan.

     Sec. 1.15 Entry Datemeans the first day of the Year.

     Sec. 1.16 ERISAmeans the Employee  Retirement  Income Security Act of 1974,
as it may be amended from time to time, and applicable  regulations  promulgated
thereunder.

     Sec. 1.17 Five-Year Break in Servicemeans any five consecutive Years during
each of which the Employee or Participant performs for an Affiliated Company 500
or fewer Hours of Service.

     Sec. 1.18 Former Participantmeans any individual who has been a Participant
in the Plan (i) who is no longer in the  employ of an  Employer  and who has not
yet received the entire  benefit to which he is entitled under the Plan, or (ii)
who is still in the employ of an  Affiliated  Company and who has an interest in
the Plan but who is not eligible for Employer contributions and forfeitures.

     Sec.  1.19 Hours of  Servicemeans  each hour  credited to an  individual in
accordance with the following:

(a)  An Hour of Service  shall be  credited to an  individual  for each hour for
     which he is either directly or indirectly paid, or entitled to payment,  by
     any Affiliated Company or, to the extent permitted by the governing body of
     the Company or the  Administrator  in accordance with Section  401(a)(4) of
     the Code, by the predecessor  company.  An Employee on a non-hourly payroll
     whose Annual Compensation is not determined on the basis of certain amounts
     for each hour worked  shall be  credited  with 45 Hours of Service for each
     week  during  which he would  otherwise  have at least one Hour of Service,
     adjusted pro rata on the basis of 10 hours per day when  employment  or the
     Year begins on other than a Monday or ends on other than a Friday.

(b)  An Hour of Service  shall be  credited to an  individual  for each hour for
     which back pay,  irrespective  of  mitigation  of damages,  has been either
     awarded or agreed to by an Affiliated  Company or, to the extent  permitted



                                       11
<PAGE>

     by the  governing  body of the Company or the  Administrator  in accordance
     with Section 401(a)(4) of the Code, by the predecessor company. These Hours
     of Service shall be credited to the individual for the  computation  period
     or  periods  to which  the  award or  agreement  pertains  rather  than the
     computation period in which the award, agreement or payment is made.

(c)  An Hour of Service shall be credited to an  individual  for each hour while
     on unpaid  leave  pursuant to the Family and Medical  Leave Act of 1993 for
     which he would  have been paid or  entitled  to  payment  by an  Affiliated
     Company had he been performing services.

(d)  In no event  shall an  individual  be given  credit for a specific  Hour of
     Service under more than one of the above  subsections  (a), (b) or (c) and,
     notwithstanding  any  other  provision  of the  Plan  to the  contrary,  an
     individual  shall not be credited with Hours of Service more than once with
     respect to the same period of time.

(e)  Hours of Service for periods during which no duties are performed  shall be
     calculated and credited pursuant to Section  2530.200b-2(b)  and (c) of the
     Department of Labor regulations which are incorporated herein by reference.
     No more than 501 Hours of Service  shall be  credited  under the  preceding
     sentence during any computation period.

(f)  Notwithstanding  any other provisions of this Section 1.19, in the event an
     Employee is:

     (i)  on leave of absence  authorized  by his  Employer in  accordance  with
          standard   personnel   policies   of  such   Employer   applied  in  a
          nondiscriminatory   manner  to  all  Employees   similarly   situated,
          including those described in Section 1.19(g) hereof, or

     (ii) on  military  leave  while  the  Employee's  reemployment  rights  are
          protected by law,

     a  Five-Year  Break in  Service  and a One-Year  Break in Service  shall be
     deemed not to have occurred and the Employee shall continue to accrue Hours
     of Service  under the Plan  during the period of leave of  absence,  at the
     same rate he would have had he remained an active Employee  throughout such
     leave of absence,  provided he returns to  employment  immediately  (in the



                                       12
<PAGE>

     case of  military  leave,  within the  90-day  period  after his  honorable
     discharge or release or within the period  prescribed  by  applicable  law,
     whichever is longer) upon the expiration of such authorized  absence. If an
     Employee fails to return to the active employment of an Affiliated  Company
     within the time  specified  in a written  leave of  absence,  or after such
     period of military  service,  as  appropriate,  his service  will be deemed
     terminated as of the end of such permitted period of absence.

(g)  In  addition,  solely for the purpose of  determining  a One-Year  Break in
     Service  and a  Five-Year  Break in  Service,  the Plan  shall  credit  the
     Employee with the Hours of Service which otherwise would normally have been
     credited  to such  individual  during  the  computation  period in which an
     absence from the service of an Affiliated  Company occurs for any period by
     reason of (i)  pregnancy  of the  individual,  (ii) birth of a child of the
     individual,  (iii)  placement of a child with the  individual in connection
     with the adoption of such child by such individual, or (iv) for purposes of
     caring for such child for a period  beginning  immediately  following  such
     birth or placement;  provided, however, if the Employee has credit for more
     than 500 Hours of Service  without the  application of this sentence in the
     computation  period in which the absence from the service of an  Affiliated
     Company occurs for the reasons  specified in this sentence,  the Plan shall
     credit the Employee with such Hours of Service in the following computation
     period.  The Plan shall not credit any  Employee  with any Hours of Service
     under this  subsection  (g)  unless  such  Employee  timely  furnishes  the
     Administrator  information  establishing  (i)  that  the  absence  from the
     service of an Affiliated  Company was for one or more reasons  specified in
     the first  sentence of this  subsection (g) and (ii) the number of days for
     which there was an absence.

(h)  Effective  December 12, 1994,  each period of  qualified  military  service
     (within the meaning of Chapter 43 of Title 38,  United  States Code) served
     by an  Employee  who is  reemployed  under that  chapter  by an  Affiliated
     Company  following  such  service  shall  be  considered  service  with  an
     Affiliated Company for purposes of determining his Hours of Service.



                                       13
<PAGE>


     Sec. 1.20 Individual  Accountmeans an account or record to be maintained by
the Trustee or the  Recordkeeper  reflecting the monetary value of the undivided
interest in the Trust Fund of each Participant, each Former Participant and each
Beneficiary  and shall  include  the Other  Investments  Account  and the Parent
Company Stock Account.

     Sec.  1.21  Interactive  Electronic   Communicationmeans,   to  the  extent
available  under  the  Plan,  a  communication  between  a  Participant,  Former
Participant or Beneficiary and the Recordkeeper  pursuant to a system maintained
by the Recordkeeper and communicated to each Participant, Former Participant and
Beneficiary in compliance with final Treasury  regulations and final  Department
of Labor regulations  whereby each such individual may initiate actions approved
from time to time by the Administrator, including the options under Section 18.2
if he is a  Qualified  Participant,  with  respect  to his  Individual  Account,
through the use of the  telephone,  internet or such other system and a personal
identification  number  assigned  to  the  Participant,  Former  Participant  or
Beneficiary by the Recordkeeper or the Administrator.  If a Participant,  Former
Participant or Beneficiary (i) consents to participate in the Plan's Interactive
Electronic  Communication  procedures  adopted  by the  Administrator  and  (ii)
acknowledges  that actions  taken by such  Participant,  Former  Participant  or
Beneficiary,  through the use of his personal  identification  number constitute
his  signature,  to the extent  allowed by the  Administrator,  for such actions
approved  from  time to  time  by the  Administrator,  the  Participant,  Former
Participant or Beneficiary, as the case may be, will be deemed to have given his
written consent and  authorization  to any action  resulting from the use of the
Interactive   Electronic   Communication  system  by  the  Participant,   Former
Participant or Beneficiary.

     Sec. 1.22 Leased Employeemeans an individual who is not in the employ of an
Employer and who,  pursuant to a leasing  agreement  between an Employer and any
other person (including such individual) ("leasing organization"), has performed
services for an Employer [or for an Employer and any other person  related to an
Employer within the meaning of Section 144(a)(3) of the Code] on a substantially
full-time  basis for at least one year and who performs such services  under the
primary direction or control by the Employer. Leased Employee shall also include
any  individual  who is deemed to be an employee of an  Employer  under  Section
414(o) of the Code.  Notwithstanding  the preceding  sentences,  if  individuals



                                       14
<PAGE>

described in the preceding  sentence  constitute  less than 20% of an Employer's
non-highly compensated work force within the meaning of Section 414(n)(5)(C)(ii)
of the Code, the Plan shall not treat an individual as a Leased  Employee if the
leasing  organization  covers the  individual in a money  purchase  pension plan
providing   immediate   participation,   full  and   immediate   vesting  and  a
non-integrated  contribution  formula  equal  to at  least  ten  percent  of the
individual's  annual  compensation [as defined in Section 415(c)(3) of the Code,
but including amounts  contributed by an Employer pursuant to a salary reduction
agreement which are excludable from the individual's gross income under Sections
125,  402(e)(3),  402(h)(1)(B),  403(b) or 132(f)(4) of the Code]. If any Leased
Employee shall be treated as an Employee of an Employer, however,  contributions
or benefits  provided  by the leasing  organization  which are  attributable  to
services of the Leased  Employee  performed for an Employer  shall be treated as
provided by the Employer.

     Sec.  1.23  Named  Fiduciarymeans  the  Company,  except to the  extent the
Company has delegated specific functions to the Committee,  if any, appointed by
the Company  pursuant to Article XIV. If no Committee is appointed,  the Company
will perform the functions of the Committee.

     Sec.  1.24  Normal   Retirement   Datemeans  a   Participant's   or  Former
Participant's 65th birthday.

     Sec. 1.25 Noticemeans,  unless otherwise provided specifically in the Plan,
(i) written Notice on an appropriate form provided by the  Administrator,  which
is properly  completed and executed by the party giving such Notice and which is
delivered  by  hand  or by mail to the  Administrator  or to  such  other  party
designated  by the  terms of the Plan or by the  Administrator  to  receive  the
Notice or (ii) Notice by  Interactive  Electronic  Communication,  to the extent
authorized  by  the   Administrator,   to  the   Recordkeeper.   Notice  to  the
Administrator,  the Recordkeeper or to any other person as provided herein shall
be deemed to be given when it is  actually  received  (either  physically  or by
Interactive Electronic  Communication,  as the case may be) by the party to whom
such Notice is given.



                                       15
<PAGE>


     Sec. 1.26 One-Year Break in Servicemeans any Year during which the Employee
or Participant performs for an Affiliated Company 500 or fewer Hours of Service.

     Sec.  1.27 Other  Investments  Accountmeans  the portion of the  Individual
Account  maintained  by the Trustee or the  Recordkeeper  for each  Participant,
Former Participant or Beneficiary reflecting the monetary value of such person's
individual interest in the Trust Fund attributable to Employer contributions and
forfeitures  in cash  under  the Plan  which  have not been  invested  in Parent
Company Stock and are to be invested in other assets;  it shall be credited with
the net income (or  debited  with the loss) of the Trust  Fund  attributable  to
investments in the Other Investments Account.

     Sec. 1.28 Parent Company Stockmeans shares of any class of stock, preferred
or common  stock  which are issued by  Capital  Southwest  Corporation,  a Texas
corporation,  and are readily tradable on an established  securities market. The
shares of Parent Company Stock  currently held by the Plan are regularly  traded
on the Nasdaq  National  Market.  If there is no common  stock  which  meets the
foregoing requirement, Parent Company Stock means common stock issued by Capital
Southwest  Corporation  having a combination of voting power and dividend rights
equal to or in excess of (i) that  class of common  stock of  Capital  Southwest
Corporation  having the  greatest  voting  power,  and (ii) that class of common
stock of Capital  Southwest  Corporation  having the greatest  dividend  rights.
Noncallable  preferred  stock shall be deemed to be Parent Company Stock if such
stock is  convertible  at any time into stock which  constitutes  Parent Company
Stock hereunder and if such conversion is at a conversion price which (as of the
date of the  acquisition by the Trust Fund) is  reasonable.  For purposes of the
preceding sentence, pursuant to applicable Treasury regulations, preferred stock
shall be treated  as  noncallable  if after the call there will be a  reasonable
opportunity  for a  conversion  which meets the  requirements  of the  preceding
sentence.

     Sec. 1.29 Parent Company Stock  Accountmeans  the portion of the Individual
Account  maintained  by the Trustee or the  Recordkeeper  for each  Participant,
Former  Participant  or  Beneficiary  to which  is  credited  shares  (including
fractional  shares) of Parent Company Stock which are  attributable  to Employer
contributions and forfeitures under the Plan.



                                       16
<PAGE>


     Sec.  1.30  Participantmeans  an  Employee  who  has  met  the  eligibility
requirements  of the Plan as  provided  in  Article  II hereof and who has begun
participating in the Plan.

     Sec. 1.31 Planmeans the stock bonus plan embodied  herein,  as the same may
be amended from time to time, and shall be known as "The RectorSeal  Corporation
and Jet-Lube,  Inc. Employee Stock Ownership Plan." Effective April 1, 2007, the
Plan has been formally  designated an employee  stock  ownership plan within the
meaning of Section 4975(e)(7) of the Code and Treas. Reg. ss.54.4975-11(a).

     Sec. 1.32 Qualified Domestic Relations  Ordermeans any judgment,  decree or
order (including approval of a property settlement  agreement) which (i) relates
to the provision of child support,  alimony payments, or marital property rights
to a spouse,  former spouse, child or other dependent of a Participant or Former
Participant,  (ii) is made pursuant to a state  domestic  relations  law,  (iii)
creates or recognizes the existence of an Alternate Payee's right to, or assigns
to an  Alternate  Payee the right to,  receive all or a portion of the  benefits
payable with respect to a Participant or Former  Participant  under the Plan and
(iv) complies with the requirements of Section 414(p) of the Code.

     Sec. 1.33 Qualified Election Periodmeans the six-Year period beginning with
the later of (i) the first Year in which the  Participant or Former  Participant
first becomes a Qualified  Participant,  or (ii) the first Year beginning  after
March 31, 2007.

     Sec. 1.34 Qualified  Participantmeans any Participant or Former Participant
who has  completed  ten Years of  Service  (Vesting)  as a  Participant  and has
attained age 55.

     Sec. 1.35  Recordkeepermeans  any person or entity appointed by the Company
or the Committee to perform  recordkeeping and other administrative  services on
behalf of the Plan. If no Recordkeeper  is appointed,  the Trustee shall perform
the duties of the Recordkeeper.

     Sec. 1.36 Trust  Agreementmeans "The RectorSeal  Corp-oration and Jet-Lube,
Inc.  Employee Stock  Ownership Plan Trust  Agreement"  entered into between the
Company  and the  Trustee to carry out the  purposes of the Plan and under which
the Trust Fund is  maintained;  provided  that if such  agreement  be amended or



                                       17
<PAGE>

supplemented,  Trust  Agreement,  as  of a  particular  date,  shall  mean  such
agreement, as amended and supplemented and in force on such date.

     Sec. 1.37 Trust  Fundmeans  all assets of  whatsoever  kind and nature from
time to time held by the Trustee  pursuant to terms and  conditions of the Trust
Agreement out of which benefits of the Plan are provided.

     Sec. 1.38 Trusteemeans any institution or individuals designated as Trustee
or Trustees by the governing  body of the Company,  or any successor  trustee or
additional  trustee or  trustees  acting at any time as Trustee  under the Trust
Agreement.

     Sec. 1.39 Valuation  Datemeans any day of the Year the Nasdaq Global Market
is open for trading.

     Sec. 1.40  Yearmeans  the 12-month  period from April 1 of each year to the
next following March 31.

     Sec. 1.41 Year of Service  (Participation)means  the 12- consecutive  month
period  commencing  with the employment  commencement  date of an Employee by an
Affiliated  Company,  which is the date the Employee  first  performs an Hour of
Service for an Affiliated  Company,  during which the Employee performs at least
1,000  Hours of Service  for an  Affiliated  Company.  If an  Employee  does not
perform at least 1,000 Hours of Service in the 12-month  period  beginning  with
his employment commencement date, Year of Service (Participation) means the Year
commencing with the Year immediately following his employment  commencement date
during  which the  Employee  performs  at least  1,000  Hours of Service  for an
Affiliated Company.

     Sec. 1.42 Year of Service (Vesting)means any Year during which the Employee
performs at least 1,000 Hours of Service for an Affiliated  Company,  subject to
the following:

     (a)  if an  Employee  has a  One-Year  Break in  Service,  Years of Service
          (Vesting)  before such break shall not be taken into account  until he
          has  completed  a Year  of  Service  (Vesting)  after  his  return  to
          employment; and

     (b)  if an  Employee  has a Five-Year  Break in  Service,  Years of Service
          (Vesting)  after such break  shall not be taken into  account  for the
          purposes of determining the  nonforfeitable  percentage of his accrued



                                       18
<PAGE>

          benefit derived from Employer  contributions which accrued before such
          break.

     Sec. 1.43 Gender and Number.  Except as otherwise indicated by the context,
any masculine terminology used herein also includes the feminine and neuter, and
vice  versa,  and the  definition  of any term  herein in a singular  shall also
include the plural, and vice versa.

                                   ARTICLE II

                            ELIGIBILITY OF EMPLOYEES
                            ------------------------

     Sec. 2.1 Eligibility. Each eligible Employee shall be deemed to have become
a  Participant  (unless he elects  otherwise  pursuant to Section 2.2) as of the
Entry Date which falls within the  Employee's  completion of one Year of Service
(Participation).

     Sec. 2.2 Election Not to Participate.  An Employee  eligible to participate
or  participating in the Plan may elect not to participate (or elect to withdraw
from the Plan if then  participating)  for a given Year,  provided  that written
notice of such  election  is given to the  Administrator  in  satisfactory  form
before the end of the Year in  question.  Upon receipt by the  Administrator  of
such notice, the Participant shall become a Former Participant  retroactively to
the  beginning of the  particular  Year.  Such  election  shall remain in effect
unless and until the Employee ceases to be such or elects to participate  again.
An  Employee  eligible  to  participate  in the  Plan  who  has  elected  not to
participate  (or  elected  to  withdraw)  may elect to  participate  in any Year
thereafter by giving written notice in satisfactory  form to the  Administrator.
Such election shall be effective  immediately,  and the Employee shall become an
active  Participant  as  of  the  date  of  receipt  of  such  election  by  the
Administrator   or  such  later  date  as  may  be   specified  in  the  notice.
Notwithstanding the foregoing  provisions of this Section 2.2, William R. Thomas
and the Director of Business  Development of Blue Magic,  Inc.  (formerly  Cargo
Chemical Corporation) are excluded from participating in the Plan.

     Sec. 2.3 Eligibility upon Reemployment.  Notwithstanding  Section 2.1, each
Employee who completes a Year of Service  (Participation) in either his first 12



                                       19
<PAGE>

months of employment or a Year, as required in Section 1.41, but is not employed
at the  expiration  of  such  12-month  period  or such  Year,  shall  become  a
Participant  immediately  upon his return to the status of Employee,  subject to
Section  2.6. An Employee who  completes  1,000 Hours of Service in the 12-month
period or the Year  while  employed  by an  Affiliated  Company  which is not an
Employer  shall become a Participant  as of the Entry Date preceding the date on
which he becomes an Employee of an Employer.

     Sec. 2.4 Reemployment of Participant. If the employment of a Participant is
terminated for any reason and he subsequently  is reemployed by an Employer,  he
shall be eligible to become a Participant  (unless he elects otherwise  pursuant
to Section 2.2) on the date he resumes employment with an Employer.

     Sec.  2.5  Exclusion  of  Employees   Covered  by  Collective   Bargaining.
Notwithstanding  Section  2.1, an Employee  covered by a  collective  bargaining
agreement  between  the  Employer  and a  collective  bargaining  representative
certified under the Labor Management  Relations Act who is otherwise eligible to
become a Participant under this Article shall be excluded if retirement benefits
were the subject of good faith bargaining between the Employee's  representative
and the Employer and if the  agreement  does not require the Employer to include
such Employee in this Plan. An Employee who is a Participant in the Plan when he
is  excluded  under  the  provisions  of this  Section  2.5 shall  cease  active
participation  in the Plan on the effective date of that  collective  bargaining
agreement and shall not participate in Employer  contributions while a member of
the ineligible class but shall not be considered to have terminated employment.

     Sec.  2.6  Eligibility  Upon  Entry  or  Reentry  into  Eligible  Class  of
Employees.  In the event a  Participant  is  excluded  because he is no longer a
member of an eligible  class of  Employees as specified in this Article II, such
Employee shall participate as of the Entry Date preceding the date of his return
to an eligible  class of  Employees.  In the event that an Employee who is not a
Former  Participant  in the Plan  becomes a member of the eligible  class,  such
Employee  shall  participate  as of the  Entry  Date  preceding  the date of his
becoming an eligible class member if such Employee has satisfied the eligibility
requirements of Section 2.1 and would have  previously  become a Participant had
he been in the eligible class.



                                       20
<PAGE>


                                   ARTICLE III

                                  CONTRIBUTIONS
                                  -------------

     Sec.  3.1  Contributions  of the  Employer.  The  governing  body  of  each
Employer,  in its  discretion,  shall  determine  the amount of, and cause to be
made, its contribution to the Plan. Each Employer's  liability for the amount of
its  contribution  will be established by its governing  body, and other actions
taken,  within the time required by law so as to permit the  contributions for a
particular  Year to be  deductible  for  Federal  income  tax  purposes  for the
corresponding  taxable  year,  and  the  amount  of  such  contribution  will be
communicated to the Participants as soon as practicable after the amount thereof
has been established.

     Sec. 3.2 Form of Employer Contributions.  The Employer contribution by each
Employer may be paid in cash or in securities,  other property, or shares having
an equivalent  value, or any combination  thereof,  as the governing body of the
Employer may determine.  To the extent that the Trust Fund has cash  obligations
payable  in one  year  from  the date the  Employer  contribution  is due,  such
Employer  contribution  shall  be paid in cash in an  amount  determined  by the
Employer or the Administrator.

     Sec. 3.3 Time of Contributions.  Contributions made by an Employer pursuant
to Section  3.1 may be made at any time and from time to time,  except  that the
total  contribution  for any Year  shall be paid in full not later than the time
prescribed  by law to enable the Employer to obtain a deduction  therefor on its
federal  income  tax  return  for  said  Year.   Contributions  made  after  the
Anniversary  Date of the Year but  within  the time  for  filing  an  Employer's
federal income tax return (including extensions thereof) shall be deemed made as
of the Anniversary Date of that Year if so directed by the Employer, except such
contributions  shall not share in increases,  decreases,  or income to the Trust
Fund prior to the date  actually  made.  Notwithstanding  the  foregoing,  on an
Employer's  request,  a contribution which was made upon a mistake of fact or on
deductibility of the  contribution  shall be returned to the Employer within one
year after payment of the  contribution or disallowance of the deduction (to the
extent disallowed),  as the case may be; provided,  however, the amount returned



                                       21
<PAGE>

to an  Employer  shall not be  increased  by any  earnings  thereon and shall be
reduced by any losses attributable to such amount.

     Sec. 3.4 Limit on Employer  Contributions.  Notwithstanding  the  foregoing
provisions  of this Article III,  the  contribution  of an Employer for any Year
shall in no event exceed an amount which will, under the law then in effect,  be
deductible by the Employer in computing its federal taxes for the fiscal year of
the Employer in which that Year ends.

     Sec. 3.5 Manner of Making  Contributions.  All  contributions  to the Trust
Fund  shall  be  paid  directly  to  the  Trustee.   In  connection   with  each
contribution,  the Employer shall provide the Recordkeeper with information that
identifies each  Participant on whose behalf the  contribution is being made and
the amount thereof.  The Recordkeeper  shall provide the Trustee with any of the
information  received  by it which is  necessary  for the Trustee to perform its
duties and obligations with respect to the Trust Fund.

     Sec. 3.6 Contributions with Respect to Military Leave.  Notwithstanding any
provision of the Plan to the contrary,  contributions  with respect to qualified
military  service  (within the meaning of Chapter 43 of Title 38,  United States
Code) shall be permitted in accordance with Section 414(u) of the Code.

                                   ARTICLE IV

                      ACCOUNTS AND VALUATION OF TRUST FUND
                      ------------------------------------

     Sec. 4.1 Participants'  Individual  Accounts.  The assets of the Trust Fund
shall constitute a single fund in which each Participant and Former  Participant
shall have his proportionate interest as provided in the Plan. The Administrator
shall  maintain,  or cause to be maintained,  with respect to each Employer,  an
Individual  Account  for each  Participant  or Former  Participant  which  shall
reflect the credits and charges  allocable  thereto in accordance with the Plan.
The Administrator shall maintain, or cause to be maintained,  records which will
adequately  disclose  at all  times  the  state  of the  Trust  Fund and of each
separate interest therein.  The books,  forms and methods of accounting shall be
entirely in the hands of and subject to the supervision of the Administrator.



                                       22
<PAGE>


     Sec.  4.2  Valuation  of  the  Trust  Fund  and  of the  Interest  of  Each
Participant.   Within  a  reasonable  time  after  each  Allocation   Date,  the
Administrator  shall direct the Trustee to prepare a statement of the  condition
of the Trust Fund,  setting forth all investments,  receipts and  disbursements,
and other transactions  effected by it during the applicable period, and showing
all the assets of the Trust  Fund and the cost and fair  market  value  thereof.
This statement shall be delivered to the Administrator.  At least annually,  the
Administrator shall cause to be prepared, and shall deliver to each Participant,
Former  Participant and Beneficiary,  a report disclosing the vesting status and
fair  market  value  of his  Individual  Account  in the  Trust  Fund  as of the
applicable Allocation Date.

     The value of the Trust Fund shall be  determined  by the  Trustee as of the
close of business on any Valuation Date determined  necessary by the Trustee, or
as soon  thereafter  as  practicable,  and shall be the cash and the fair market
value of Parent  Company  Stock and other  assets held by the Trust  Fund,  with
equitable adjustments for pending trades, less all charges,  expenses,  reserves
and liabilities due which are determined to be properly  chargeable to the other
investments  of the  Trust  Fund  as of the  Valuation  Date.  For  purposes  of
determining the market value of securities held by the Trustee,  such securities
shall be  valued  as of the  close of  business  on the  Valuation  Date or,  if
securities  shall not have been  traded and  reported  on a national  securities
exchange or in the  over-the-counter  market on such date,  then at the last bid
price as of the close of business on the Valuation Date.

     Notwithstanding  any other  provision  of this  Section 4.2, if the Trustee
shall  determine  that the  Trust  Fund  assets  consist  in whole or in part of
property not traded freely on a recognized market,  including but not limited to
Parent Company Stock, or that information necessary to ascertain the fair market
value thereof is not readily available to the Trustee, the Trustee shall request
the  Administrator  to instruct the Trustee as to the value of such property for
all  purposes  under the Plan,  and the  Administrator  shall  comply  with such
request. The Administrator may engage a competent appraiser to assist it in this
process.  The  value  placed  upon such  property  by the  Administrator  in its
instructions  to the Trustee  shall be  conclusive  and binding upon the Trustee
subject to the fiduciary provisions of ERISA. If the Administrator shall fail or
refuse  to  instruct  the  Trustee  as to the  value of such  property  within a



                                       23
<PAGE>

reasonable time after receipt of the Trustee's request to do so, the Trustee may
engage a competent  appraiser to fix the fair market value of such  property for
all purposes  hereunder.  The determination of any duly retained appraiser as to
the fair market value of such property  shall be the value  reported  hereunder,
and  neither  the  Administrator  nor the Trustee  shall have any  liability  in
connection  therewith,  subject  to  the  fiduciary  provisions  of  ERISA.  The
reasonable fees and expenses  incurred for any such appraisal shall be deemed an
expense of the Trustee and paid as provided in Section 15.8.

     If the  Administrator  in good faith  determines  that certain  expenses of
administration  paid by the Trustee during the Year under  consideration are not
general,   ordinary  and  usual  and  should  not  equitably  be  borne  by  all
Participants, Former Participants and Beneficiaries, but should be borne only by
one or more  Participants,  Former  Participants or  Beneficiaries,  for whom or
because of whom such  specific  expenses  were  incurred,  the net  earnings and
adjustments  in value of the  Individual  Accounts  shall  be  increased  by the
amounts of such expenses,  and the Administrator shall make suitable adjustments
by debiting the particular Individual Account or Individual Accounts of such one
or more Participants,  Former Participants or Beneficiaries;  provided, however,
that any such  adjustment  must be  nondiscriminatory  and  consistent  with the
provisions of Section 401(a) of the Code.

     The  determination of the fair market value of the assets of the Trust Fund
and the  Administrator's  charges  or credits to the  Individual  Accounts  with
respect to Participants, Former Participants or Beneficiaries shall be final and
conclusive  on all persons ever  interested  hereunder,  subject to Section 11.6
hereof.

     Sec.  4.3   Allocations  to  Individual   Accounts.   In  order  that  each
Participant's interest as provided in the Plan may be determined, the Individual
Account of each  Participant  [or Former  Participant,  for purposes of Sections
4.3(c)(iii)] shall be adjusted as follows:

     (a)  The Parent Company Stock Account of each  Participant will be credited
          at least once each Year with his allocable share of (i) Parent Company
          Stock purchased and paid for by the Trust Fund from  contributions  or
          out of his Other  Investments  Account or  contributed  in kind by his
          Employer,   (ii)   forfeitures  of  Parent  Company  Stock  which  are
          attributable  to his  Employer  and (iii)  stock  dividends  of Parent
          Company Stock on Parent Company Stock held in his Parent Company Stock
          Account or acquired in exchange for other assets not yet allocated.

     (b)  The Other  Investments  Account of each  Participant  will be credited
          with his remaining  allocable share of  contributions  and forfeitures
          not represented by Parent Company Stock which are  attributable to his
          Employer and with cash dividends on Parent Company Stock in his Parent
          Company Stock Account;  it will also be credited (or debited) with his
          share of the net income (or loss) of the Trust  Fund  attributable  to



                                       24
<PAGE>

          it. Each Participant's  Other Investments  Account may also be debited
          for any purchases of Parent Company Stock and his Parent Company Stock
          Account shall then be credited.

     (c)  The allocations will be made as follows:

          (i)  Employer  Contributions and Other Items.  Employer  contributions
               and Parent Company Stock  attributable  thereto will be allocated
               as of each  Anniversary  Date among the  Individual  Accounts  of
               Participants who are Employees of each Employer at the end of the
               Year and,  for any Year in which the Plan is not a Top Heavy Plan
               as defined in Section 19.3(f), who completed at least 1,000 Hours
               of Service  during the Year,  and to the  Individual  Accounts of
               Former  Participants whose employment was terminated by reason of
               death,  Disability  or  retirement  under  Article VII during the
               Year, in the ratio in which the Annual  Compensation of each such
               Participant and Former  Participant bears to the aggregate Annual
               Compensation of all such Participants and Former Participants.

          (ii) Forfeitures. Forfeitures during a Year attributable to the former
               Participants of each Employer,  subject to Section 10.5, shall be
               allocated  as of the  Anniversary  Date in such  Year  among  the
               Individual  Accounts  of the  remaining  Participants  and Former
               Participants employed by the same Employer in the same proportion
               that the Employer  contributions  are (or would be) allocated for
               such Year.



                                       25
<PAGE>


          (iii) Net Income (or Loss) of the Trust Fund. The net income (or loss)
               of the Trust  Fund  shall be  determined  as of each  Anniversary
               Date, or more frequently if the Trustee or the  Administrator  so
               desires.  Except as  provided  herein  with  respect  to  certain
               dividends and tax refunds,  the net income (or loss) of the Trust
               Fund which is attributable to assets held in a Participant's  and
               Former Participant's Other Investments Account shall be allocated
               to his Other  Investments  Account in the ratio which the balance
               of his Other  Investments  Account on the  preceding  Anniversary
               Date  bears  to the  sum of  such  balances  as of the  preceding
               Anniversary Date for all Participants and Former  Participants in
               the Plan on the subsequent Anniversary Date. Dividends (excluding
               dividends of Parent  Company  Stock) on Parent  Company Stock and
               tax  refunds  with  respect  to  Parent  Company  Stock  shall be
               allocated to the Other Investments Account of each Participant or
               Former  Participant  in the  ratio  that the  number of shares of
               Parent  Company  Stock  held  in  that  Participant's  or  Former
               Participant's  Parent  Company  Stock  Account bears to the total
               number  of  shares of Parent  Company  Stock  held in the  Parent
               Company   Stock   Accounts   of  all   Participants   and  Former
               Participants.  Likewise, dividends declared on any other security
               held  by  the  Trust  Fund  shall  be   allocated  to  the  Other
               Investments  Account of each Participant or Former Participant in
               the ratio that the number of shares of that security to which the
               dividend   relates   held  in  that   Participant's   or   Former
               Participant's Other Investments Account bears to the total number
               of shares of that security held in the Other Investments Accounts
               of all Participants and Former  Participants.  The net income (or
               loss) of the Trust Fund  includes the  increase (or  decrease) in
               the fair  market  value of assets of the Trust Fund  (other  than
               Parent Company Stock),  interest,  dividends,  tax refunds, other
               income and expenses since the preceding Anniversary Date.

     (d)  Special Rate for  Participants  in  Qualified  Military  Service.  For
          purposes of this  Section  4.3,  while a  Participant  is in qualified
          military service (within the meaning of chapter 43 of title 38, United
          States  Code),  he shall be  considered  to be in the  service  of the



                                       26
<PAGE>

          Employer and to receive Annual  Compensation during any such period of
          qualified   military   service  in  an  amount  equal  to  the  Annual
          Compensation  he would have received during such period if he were not
          in such  service,  determined  based on the rate of pay he would  have
          received  from the Employer  but for the absence  during the period of
          such  service;  provided,  however,  if the  Annual  Compensation  the
          Participant  would have received  during such period is not reasonably
          certain,  the  Participant's  average  Annual  Compensation  from  the
          Employer  during  the  12-month  period   immediately   preceding  the
          qualified  military service (or, if shorter,  the period of employment
          immediately preceding the qualified military service) shall be used.

     (e)  Equitable  Allocation.  The  Administrator  may  establish  accounting
          procedures for the purpose of making the  allocations,  valuations and
          adjustments  to  Individual   Accounts  of  Participants   and  Former
          Participants provided for in this Article IV. Should the Administrator
          determine that the strict  application  of its  accounting  procedures
          will not result in an equitable and nondiscriminatory allocation among
          the Other  Investments  Accounts and Parent  Company Stock Accounts of
          Participants and Former Participants, it may modify its procedures for
          the purpose of achieving an equitable and nondiscriminatory allocation
          in accordance with the general concepts of the Plan and the provisions
          of this  Article  IV;  provided,  however,  that such  adjustments  to
          achieve equity shall not reduce the vested portion of a Participant or
          Former  Participant and shall be consistent with the provisions of the
          Code.

     (f)  Computations.  All of the  computations  required to be made under the
          provisions  of this  Article  IV  shall  be made  in  accordance  with
          generally accepted accounting  principles and such computations,  when
          made,  shall be conclusive  with respect  thereto and shall be binding
          upon  all the  Participants  and  Former  Participants  and all  other
          persons  ever having an  interest  in the Trust  Fund,  subject to the
          provisions of Section 8.1.

     (g)  Dividends  After   Anniversary   Date.  If  a  Participant  or  Former
          Participant is to receive a distribution  or withdrawal  from the Plan
          based on the immediately  preceding  Anniversary Date and prior to the
          date of such  distribution or withdrawal a dividend is declared on any
          security held by that Participant's or Former Participant's Individual



                                       27
<PAGE>

          Account,  the amount of the distribution to such Participant or Former
          Participant shall be adjusted to reflect such dividend.

     Sec. 4.4 Included Individual Accounts. For the purposes of this Article IV,
references  to  the  Individual  Accounts  of  Participants  shall  include  the
Individual  Accounts  of  those  who  die,  become  disabled,  retire,  or whose
employment terminates during the Year in question.

     Sec.  4.5  Time  When  Contributions  are  Allocated.  If  directed  by the
Administrator,  an  Employer  contribution  for  a  Year  may  be  provisionally
allocated as of any  Allocation  Date prior to the  Anniversary  Date,  but such
allocation shall be subject to adjustment as of the Anniversary Date.

                                    ARTICLE V

                            LIMITATION ON ALLOCATIONS
                            -------------------------

     Sec. 5.1 Limitation on Allocations.  Notwithstanding any other provision of
the Plan, the following provisions shall be applicable to the Plan:

     (a)  If this Plan is the only plan  maintained by the Employer which covers
          the class of  Employees  eligible  to  participate  hereunder  and the
          Participant  does not  participate in and has never  participated in a
          Related Plan or a welfare  benefit fund, as defined in Section  419(e)
          of the Code,  maintained  by the Employer,  or an  individual  medical
          account,  as defined in Section  415(1)(2) of the Code,  maintained by
          the Employer,  which provides an Annual Addition as defined in Section
          5.2(a), the Annual Additions which may be allocated under this Plan to
          a  Participant's  Individual  Account for a Limitation  Year shall not
          exceed the lesser of:

          (i)  the Maximum Permissible Amount; or

          (ii) any other limitation contained in this Plan.

     (b)  If an Employer maintains, in addition to this Plan, (i) a Related Plan
          which  covers  the same class of  Employees  eligible  to  participate
          hereunder,  (ii) a welfare  benefit fund, as defined in Section 419(e)



                                       28
<PAGE>

          of the Code, or (iii) an  individual  medical  account,  as defined in
          Section 415(l)(2) of the Code, which provides an Annual Addition,  the
          Annual  Additions  which  may  be  allocated  under  this  Plan  to  a
          Participant's  Individual  Account  for a  Limitation  Year  shall not
          exceed the lesser of:

          (i)  the Maximum Permissible Amount,  reduced by the sum of any Annual
               Additions  allocated to the  Participant's  accounts for the same
               Limitation  Year under this Plan and such other  Related Plan and
               the welfare plans described in clauses (ii) and (iii) above; or

          (ii) any other limitation contained in this Plan.

     Sec. 5.2  Definitions.  For purposes of this Article V, the following terms
shall have the meanings set forth below:

     (a)  "Annual Additions" means the sum of the following amounts allocated to
          a Participant's Individual Account for a Limitation Year:

          (i)  all Employer contributions;

          (ii) all forfeitures;

          (iii) all Employee  contributions  other than  catch-up  contributions
               made pursuant to Section 414(v) of the Code; and

          (iv) amounts allocated to an individual medical account, as defined in
               Section  415(l)(2)  of the Code,  which is part of a  pension  or
               annuity plan  maintained by the Employer and amounts derived from
               contributions  which are attributable to post-retirement  medical
               benefits allocated to the separate account of a key employee,  as
               defined  in  Section  419A(d)(3)  of the  Code,  under a  welfare
               benefit  fund,  as  defined  in  Section   419(e)  of  the  Code,
               maintained by the Employer.

          For  purposes  of this  Article  V,  Employee  contributions  shall be
          determined without regard to any (i) rollover  contribution within the
          meaning  of  Section  402(c),  403(a)(4),   403(b)(8),  408(d)(3)  and
          457(e)(16)  of  the  Code,  (ii)  contribution  by the  Employee  to a



                                       29
<PAGE>

          simplified employee pension,  (iii) contribution by the Employee to an
          individual  retirement account or individual  retirement annuity,  and
          (iv) direct transfers of Employee  contributions from a plan described
          in Section 401(a) of the Code to the Plan.

          In  addition,   Annual   Additions  shall  include  "excess   elective
          deferrals" within the meaning of Treas. Reg.  ss.1.402(g)-1(e)(1)(iii)
          that  are not  distributed  by the  defined  contribution  plan to the
          participant  before April 15  following  the taxable year of deferral,
          "excess employee savings  contributions"  within the meaning of Treas.
          Reg.  ss.1.401(k)-1(g)(7),  and "excess matching contributions" within
          the meaning of Treas. Reg. ss.1.401(m)-1(f)(8).

     (b)  "Excess Amount" means the excess of the Annual Additions  allocated to
          a  Participant's  Individual  Account for the Limitation Year over the
          Maximum  Permissible  Amount,  less  loading and other  administrative
          charges allocable to such excess.

     (c)  "Limitation  Year" means a  twelve-consecutive  month period ending on
          the  last day of the  Year.  All  qualified  plans  maintained  by the
          Employer must use the same Limitation Year unless  different years are
          elected as allowed by procedures  established by the Internal  Revenue
          Service.   If  the   Limitation   Year  is  amended  to  a   different
          12-consecutive  month period,  the new Limitation Year must begin on a
          date within the Limitation Year in which the amendment is made.

     (d)  "Maximum Permissible Amount" for a Limitation Year with respect to any
          Participant shall be the lesser of:

          (i)  $45,000 [or,  beginning April 1, 2008, and each April thereafter,
               such other dollar  limitation  determined for the Limitation Year
               by  automatically   adjusting  the  $45,000   limitation  by  the
               cost-of-living  adjustment  factor prescribed by the Secretary of
               the Treasury  under Section  415(d) of the Code in such manner as
               the Secretary shall prescribe]; or

          (ii) 100% of the Participant's  Annual Compensation for the Limitation
               Year.



                                       30
<PAGE>


          The  compensation  limit  referred  to in clause  (ii) above shall not
          apply to any  contribution  for medical benefits after separation from
          service  (within the  meaning of Section  401(h) or  419(f)(2)  of the
          Code), which is otherwise treated as an Annual Addition.

     (e)  "Employer"  means for purposes of this Article V, any Employer and any
          Affiliated  Company  that adopts  this Plan;  provided,  however,  the
          determination  under Sections 414(b) and (c) of the Code shall be made
          as if the  phrase  "more than 50  percent"  were  substituted  for the
          phrase  "at  least 80  percent"  each  place it is  incorporated  into
          Section 414(b) and (c) of the Code.

     (f)  "Annual  Compensation"  means,  notwithstanding  Section  1.6, for the
          purposes of this  Article V, a  Participant's  earned  income,  wages,
          salaries,  fees for  professional  service and other amounts  received
          (without  regard to  whether  an amount is paid in cash) for  personal
          services  actually  rendered  in the  course  of  employment  with  an
          Employer  maintaining  the Plan to the  extent  that the  amounts  are
          includable in gross income [including, but not limited to, commissions
          paid salesmen,  compensation for services on the basis of a percentage
          of profits,  commissions on insurance premiums,  tips, bonuses, fringe
          benefits,  and  reimbursements,  or other expense  allowances  under a
          nonaccountable  plan, as described in Treas.  Reg.  ss.1.62-2(c)]  and
          excluding the following:

          (i)  Employer  contributions to a plan of deferred compensation to the
               extent  contributions  are not  included  in gross  income of the
               Employee for the taxable year in which contributed,  or on behalf
               of an  Employee  to a  simplified  employee  pension  plan to the
               extent such contributions are deductible by the Employee, and any
               distributions from a plan of deferred compensation whether or not
               includable in the gross income of the Employee when distributed;

          (ii) amounts  realized  from the  exercise  of a  non-qualified  stock
               option,  or  when  restricted  stock  (or  property)  held  by an
               Employee becomes freely transferable or is no longer subject to a
               substantial risk of forfeiture;



                                       31
<PAGE>


          (iii) amounts realized from the sale, exchange or other disposition of
               stock acquired under a qualified stock option; and

          (iv) other   amounts   which   receive   special  tax   benefits,   or
               contributions made by the Employer (whether or not under a salary
               reduction  agreement) towards the purchase of an annuity contract
               under   Section   403(b)  of  the  Code   (whether   or  not  the
               contributions  are  excludable  from  the  gross  income  of  the
               Employee).

         Annual Compensation for any Limitation Year is the Annual Compensation
         actually paid or includible in gross income during such Limitation
         Year. Annual Compensation shall include amounts contributed by an
         Employer pursuant to a salary reduction agreement which are excludable
         from the Participant's gross income under Sections 125, 402(e)(3),
         402(h)(1)(B), 408(p)(2)(A)(i), 457 or 403(b) of the Code, and elective
         amounts that are not includible in the gross income of the Participant
         by reason of Section 132(f)(4) of the Code.

     (g)  "Related Plan" means any other defined  contribution  plan [as defined
          in Section  415(k) of the Code]  maintained by any Employer as defined
          in Section 5.2(e).

     Sec.  5.3  Excess  Annual  Additions.  In the event  that,  notwithstanding
Section  5.4(a)  hereof,  the  limitations  with  respect  to  Annual  Additions
prescribed  hereunder  are  exceeded  with  respect to any  Participant  for the
Limitation  Year and such Excess Amount arises as a result of the  allocation of
forfeitures,   a  reasonable   error  in  estimating  a   Participant's   Annual
Compensation  [as defined in Section 5.2(f)] for the Year, a reasonable error in
determining the amount of Employer  contributions  and  forfeitures  that may be
allocated to the  Participant's  Individual  Account under the limits of Section
415 of the Code, or as a result of other facts and  circumstances as established
by the Commissioner of the Internal Revenue Service, the Excess Amount shall not
be deemed an Annual Addition in that Limitation  Year, to the extent such Excess
Amount is treated in accordance with any of the following:

     (a)  the  Excess  Amount  attributable  to  the  portion  of  the  Employer
          contribution  made pursuant to Section 3.1 which has been allocated to



                                       32
<PAGE>

          a Participant  under the Plan for a Year but which cannot be allocated
          to his Individual  Account  because of the limitation  imposed by this
          Section,  shall,  subject to the  limitations  of Section  5.1(a),  be
          allocated and reallocated in the current Limitation Year to Individual
          Accounts of the other  Participants  entitled to share in the Employer
          contributions and forfeitures for that Year in accordance with Section
          4.3.  Any  Excess  Amount  that  cannot  be  allocated  will  be  held
          unallocated in a suspense account. All amounts in the suspense account
          must be allocated  and  reallocated  to the  Participants'  Individual
          Accounts,  subject to the limitations of Section 5.1(a), in succeeding
          Limitation  Years before any Employer  contributions  which constitute
          Annual Additions may be made to the Plan; and

     (b)  in the event of termination  of the Plan,  the suspense  account shall
          revert to the  Employer to the extent it may not then be  allocated to
          any Participant's Individual Account.

     Sec. 5.4 Special Rules.

     (a)  Notwithstanding  any other  provision  of this  Article V, an Employer
          shall not  contribute any amount that would cause an allocation to the
          suspense account as of the date the contribution is allocated.  In the
          event the making of any Employer contribution,  or other contribution,
          or any part thereof, would result in the limitations set forth in this
          Article  V  being  exceeded,   the  Administrator   shall  cause  such
          contributions not to be made. If the contribution is made prior to the
          date as of which it is to be allocated,  then such contribution  shall
          not exceed an amount that would cause an  allocation  to the  suspense
          account if the date of the  contribution  were an Allocation Date. The
          Administrator  shall cause the  Recordkeeper to maintain records which
          reflect the contributions to be allocated to the Individual Account of
          each  Participant  in any  Limitation  Year.  In the event  that it is
          determined  prior to or within any Limitation  Year that the foregoing
          limitations  would be  exceeded  if the full  amount of  contributions
          otherwise  allocable would be allocated,  the Annual  Additions to the
          Plan for the  remainder  of the  Limitation  Year shall be adjusted by



                                       33
<PAGE>

          reducing any Employer contributions,  but only to the extent necessary
          to satisfy the limitations.

     (b)  If the Annual  Additions with respect to the  Participant  under other
          Related  Plans and welfare  plans  described in Section  5.1(b)(i) and
          (ii) are less than the  Maximum  Permissible  Amount and the  Employer
          contribution  that otherwise  would be contributed or allocated to the
          Participant's Individual Account under the Plan would cause the Annual
          Additions for the Limitation  Year to exceed the limitation of Section
          5.1(b),  the amount  contributed  or allocated will be reduced so that
          the Annual Additions under all such plans for the Limitation Year will
          equal the Maximum  Permissible  Amount.  If the Annual  Additions with
          respect to the  Participant  under the Related Plans and welfare plans
          described in Section  5.1(b)(i) and (ii) in the aggregate are equal to
          or greater  than the  Maximum  Permissible  Amount,  no amount will be
          contributed or allocated to the Participant's Individual Account under
          the Plan for the  Limitation  Year  unless the Annual  Additions  with
          respect to the  Participant  under the Related Plans are  sufficiently
          reduced.  If a Participant's  Annual  Additions under the Plan and all
          Related Plans result in an Excess Amount,  such Excess Amount shall be
          deemed to consist of the amounts  last  allocated,  except that Annual
          Additions   attributable  to  a  welfare  plan  described  in  Section
          5.1(b)(i)  and  (ii)  will be  deemed  to have  been  allocated  first
          regardless of the actual allocation date.

     (c)  If an Excess Amount was  allocated to a  Participant  on an allocation
          date of a Related Plan, the Excess Amount  attributed to the Plan will
          be the product of:

          (i)  the total Excess Amount  allocated as of such date [including any
               amount which would have been allocated but for the limitations of
               Section 5.1(b)],

         multiplied by:

          (ii) the ratio of:

               (A)  the  amount  allocated  to the  Participant  as of such date
                    under the Plan,

         divided by:



                                       34
<PAGE>


               (B)  the total  amount  allocated  as of such date under the Plan
                    and all Related Plans [determined  without regard to Section
                    5.1(b)].

     (d)  Prior  to  the  determination  of  the  Participant's   actual  Annual
          Compensation for a Limitation Year, the Maximum Permissible Amount may
          be  determined  on the  basis of the  Participant's  estimated  Annual
          Compensation   for  such  Limitation   Year.  Such  estimated   Annual
          Compensation  shall be determined  on a reasonable  basis and shall be
          uniformly  determined for all  Participants  similarly  situated.  Any
          Employer contributions  (including allocation of forfeitures) based on
          estimated Annual  Compensation  shall be reduced by any Excess Amounts
          carried over from prior Years.

     (e)  As  soon  as  is  administratively  feasible  after  the  end  of  the
          Limitation  Year, the Maximum  Permissible  Amount for such Limitation
          Year  shall be  determined  on the basis of the  Participant's  actual
          Annual Compensation for such Limitation Year.

                                   ARTICLE VI

                               INDIVIDUAL ACCOUNTS
                               -------------------

     Sec. 6.1 Participant Interest in Individual Accounts.  Each Participant and
Former  Participant  shall have such right,  title or interest in the balance of
his  Individual  Account  as  hereinafter   provided.  In  no  event  shall  his
nonforfeitable  interest  exceed  the  amount to the  credit  of his  Individual
Account as the same may be adjusted from time to time.

     Sec.  6.2  Periodic  Statements  to  Participant.  At least  annually,  the
Administrator shall advise each Participant,  Former Participant and Beneficiary
for whom an Individual  Account is held  hereunder of the then fair market value
of such Individual Account.



                                       35
<PAGE>


                                   ARTICLE VII

                                   RETIREMENT
                                   ----------

     Sec. 7.1 Normal Retirement. A Participant may retire from the employ of his
Employer and all Affiliated  Companies on or after his Normal Retirement Date. A
Participant's  Individual  Account  shall  become  nonforfeitable  on his Normal
Retirement Date.

     Sec. 7.2 Early Retirement.  A Participant may retire from the employ of his
Employer and all Affiliated Companies on or after his Early Retirement Date.

     Sec. 7.3 Other Retirement.  A Participant's retirement will commence on the
Anniversary  Date coinciding  with or next following the date the  Participant's
employment  with his  Employer and all  Affiliated  Companies  terminates  if he
retires  under the  provisions  of any other  qualified  retirement  plan of his
Employer.

     Sec. 7.4 Benefits on Retirement.  Upon the retirement of a Participant from
the  employment  of his  Employer and all  Affiliated  Companies on or after his
Normal  Retirement  Date or his Early  Retirement  Date,  his entire  Individual
Account shall be held for his benefit.  Said  Participant  shall receive payment
from his Individual  Account in a single lump sum in accordance  with Article XI
hereof as soon as administratively  practicable after his Individual Account has
been  credited and  adjusted  (as provided in Article IV) as of the  Anniversary
Date concurrent with or next following his retirement.  For  Participants in the
Plan as of March 31, 1994, the  Administrator  shall direct the Trustee to begin
distribution  prior to the  time set  forth  in the  preceding  sentence  if the
Participant directs the Administrator in writing.

     Sec. 7.5 Commencement of Benefits.  Notwithstanding  any other provision of
the Plan to the  contrary,  a  Participant  or Former  Participant  shall  begin
receiving  distributions  from the  Plan,  as  provided  in  Article  XI, by his
Required Beginning Date as defined in Section 11.4(d)(iii).

     Sec.  7.6  Final  Contribution   After  Distribution  of  Benefits.   If  a
Participant who has already  received a distribution  of his Individual  Account
under this  Article is entitled  to an  allocation  of an Employer  contribution



                                       36
<PAGE>

under  Section  4.3 for the Year in  which  such  distribution  was  made,  such
contribution  shall  be paid  to the  Participant  as  soon as  administratively
practicable  following the  completion of the  allocations  under Article IV for
such Year.

                                  ARTICLE VIII

                                      DEATH
                                      -----

     Sec. 8.1 Benefits on Death. Upon the death of a Participant who is employed
by an Employer or an Affiliated Company,  his entire Individual Account shall be
held for the benefit of his Beneficiary.  Upon the death of a Participant  whose
employment with his Employer and all Affiliated  Companies has  terminated,  his
nonforfeitable  interest  (determined  under  Section  10.2)  in his  Individual
Account which has not been  distributed  at the time of his death under Articles
VII-X shall be held for the benefit of his  Beneficiary.  His Beneficiary  shall
receive  payment from his Individual  Account in a single lump sum in accordance
with  Article  XI  hereof  as soon as  administratively  practicable  after  the
allocations have been completed and his Individual Account has been credited and
adjusted (as provided in Article IV) as of the Anniversary  Date concurrent with
or next  following  the  date on  which  the  Participant's  death  occurs.  The
Administrator  shall direct the Trustee to begin  distribution prior to the time
set forth in the preceding sentence if the Beneficiary directs the Administrator
in writing.

     Sec. 8.2 Final  Contribution  After Payment of Benefits.  If the Individual
Account of a deceased  Participant  whose  Beneficiary  has  already  received a
distribution  of the  Participant's  Individual  Account  under this  Article is
entitled to an allocation of an Employer  contribution under Section 4.3 for the



                                       37
<PAGE>

Year in which such distribution was made, such contribution shall be paid to the
Beneficiary as soon as administratively  practicable following the completion of
the allocations under Article IV for such Year.

                                   ARTICLE IX

                                   DISABILITY
                                   ----------

     Sec.  9.1  Benefits  on  Disability.  In  the  event  of  termination  of a
Participant's  employment with his Employer and all Affiliated  Companies due to
Disability,  his entire Individual Account shall be held for his benefit. If the
balance of the Participant's  Individual Account exceeds $5,000, the Participant
shall  receive  payment  from his  Individual  Account  in a single  lump sum in
accordance with Article XI hereof as soon as administratively  practicable after
the allocations have been completed and his Individual Account has been credited
and adjusted (as provided in Article IV) as of the  Anniversary  Date concurrent
with or next  following  the date his Normal  Retirement  Date or earlier  death
occurs.  The Administrator  shall direct the Trustee to begin distribution prior
to the time set forth in the preceding  sentence if the Participant  directs the
Administrator in writing. If the balance of the Participant's Individual Account
does not exceed $5,000,  the Participant's  entire  Individual  Account shall be
distributed to him in a single lump sum as soon as administratively  practicable
after the  allocations  have been completed and his Individual  Account has been
credited and adjusted (as provided in Article IV) as of the Anniversary  Date of
the Year in which the date of his Disability  occurs.  The  Administrator  shall
direct  the  Trustee  to begin  distribution  prior to the time set forth in the
preceding  sentence if the  Participant  directs the  Administrator  in writing.
Effective  with  respect  to  any  distribution  by  reason  of a  Participant's
Disability  on or after March 28,  2005,  the dollar  amount in this Section 9.1
shall automatically be reduced to $1,000.

     Sec. 9.2 Final Contribution After Payment of Benefits. If a Participant who
has already received a distribution of his Individual Account under this Article
is entitled to an allocation of an Employer  contribution  under Section 4.3 for
the Year in which the distribution was made, such contribution  shall be paid to
the Participant as soon as administratively practicable following the completion
of the allocations under Article IV for such Year.



                                       38
<PAGE>


                                    ARTICLE X

                              TERMINATION BENEFITS
                              --------------------

     Sec.  10.1  Termination  of  Employment  Other  than by  Reason  of  Death,
Disability or Retirement.  If the employment of a Participant  with his Employer
and all Affiliated  Companies  terminates  for any reason other than  retirement
(whether  normal or  early),  death or  Disability,  such  Participant  shall be
entitled to such  benefits as are  hereinafter  provided in Section  10.2 at the
time specified in Section 10.3.

     Sec. 10.2 Vested Interest.  A Participant to whom the provisions of Section
10.2 are  applicable  shall be  entitled  (as a vested  interest)  to  receive a
percentage  of  the  then  balance  to his  credit  in  his  Individual  Account
determined in accordance with the following schedule:

       Years of Service (Vesting)               Vested Interest
       --------------------------               ---------------
            Less than 5                                 0%
            5 or more                                 100%

     Notwithstanding  the preceding  provisions  of this Section 10.2,  any such
Participant  who (i) has credit  for less than five  Years of Service  (Vesting)
before April 1, 2007 and (ii) receives credit for an Hour of Service after March
31, 2007 shall be entitled (as a vested interest) to receive a percentage of the
then balance to his credit in his  Individual  Account  determined in accordance
with the following schedule:

       Years of Service (Vesting)               Vested Interest
       --------------------------               ---------------
            Less than 3                                 0%
            3 or more                                 100%

     Sec. 10.3 Time of Distribution. If the employment of a Participant with his
Employer  and all  Affiliated  Companies  terminates  for any reason  other than
retirement (whether normal or early), death or Disability,  and the value of the
vested portion of his Individual Account exceeds $5,000,  then the Administrator
shall direct the Trustee, with such Participant's written consent, to distribute
to such  Participant  the  portion  of his  Individual  Account  to  which he is
entitled  under Section 10.2 in a single lump sum in accordance  with Article XI



                                       39
<PAGE>

hereof as soon as administratively  practicable after his Individual Account has
been  credited and adjusted (as provided in Article IV) as of the earlier of (i)
the Anniversary  Date  immediately  following the date the Participant  incurs a
One-Year Break in Service following his termination of employment,  provided the
written  consent of the  Participant  to such  distribution  is  received by the
Administrator  not later than 60 days after such  Anniversary  Date, or (ii) the
Anniversary  Date  following  the date on which his  Normal  Retirement  Date or
earlier death occurs,  but not later than the time specified in Section 11.4. If
the  Participant  does not elect to receive  the  distribution  when he is first
eligible under the preceding sentence,  he may elect to receive the distribution
of his  Individual  Account  in a single  lump  sum as soon as  administratively
practicable  after his  Individual  Account has been  credited  and adjusted (as
provided in Article IV) as of any subsequent Anniversary Date if he has provided
written consent to such distribution to the Administrator not later than 60 days
after such Anniversary  Date. If, however,  the vested balance of the terminated
Participant's  Individual  Account does not exceed $5,000, the vested balance of
the  Participant's  Individual  Account shall be  distributed to him in a single
lump sum as soon as administratively practicable after the allocations have been
completed and his Individual Account has been credited and adjusted (as provided
in Article IV) as of the  Anniversary  Date of the Year in which the Participant
incurs a One-Year Break in Service.  Effective with respect to any  distribution
by reason of a  Participant's  termination  of  employment on or after March 28,
2005, the dollar amount in this Section 10.3 shall  automatically  be reduced to
$1,000.

     The balance to the credit of a  terminated  Participant  in his  Individual
Account  which  is not  vested  under  the  schedule  in  Section  10.2,  if not
previously  forfeited,  shall be forfeited as of the earlier of (i) the date his
entire vested  Individual  Account balance has been distributed under Article XI
or (ii) the last day of the Year in which such  Participant  incurs a  Five-Year
Break in  Service.  If the  Participant  is not  entitled  to any portion of his
Individual  Account  under  Section  10.2, he shall be deemed to have received a
distribution and shall forfeit the balance of his Individual Account on the date
of his incurring a One-Year  Break in Service.  The forfeited  amount under this
Section  10.3 shall remain in the Trust Fund and shall be applied as provided in
Section 10.5.  If a Former  Participant  is reemployed by an Affiliated  Company
without  incurring a Five-Year  Break in Service,  the portion of his Individual



                                       40
<PAGE>

Account  which was  forfeited  hereunder  shall be  restored  to his  Individual
Account in full. If currently unallocated forfeitures are not adequate to effect
the  restoration,  the  Company  or any  Employer  shall  make  such  additional
contribution to the Plan as is necessary to restore the forfeited portion of his
Individual Account.

     Sec.  10.4   Forfeiture   and  Return  to  Employment   Prior  to  Complete
Distribution.  After a Five-Year  Break in Service,  a Participant  to whom this
Article X is  applicable,  other than a  Participant  described in Section 10.3,
shall forfeit that portion of the amount of his  Individual  Account to which he
is not entitled under Section 10.2 and the amount thus forfeited shall remain in
the Trust Fund and shall be  applied as  provided  in Section  10.5.  The amount
forfeited by a Participant  hereunder shall be charged to his Individual Account
on the Anniversary Date as of which he shall incur a Five-Year Break in Service.
If the  Participant  returns to the employment of the Employer after a Five-Year
Break in  Service,  but  before  the full  payment  of his  Individual  Account,
allocations  of Employer  contributions  under Section 4.3 after such  Five-Year
Break in Service shall be allocated to a Parent  Company Stock Account and Other
Investments  Account established on behalf of such Participant which is separate
from the Parent Company Stock and Other Investments  Account of such Participant
to which is allocated his account  balance  attributable to service prior to the
Five-Year Break in Service.

     Sec. 10.5 Application of Forfeitures. The forfeitures occurring as provided
in  Articles  X and XI shall  first be used to restore  the  account of a Former
Participant  who has been located  during that Year as provided in Section 11.9.
If additional  forfeitures  remain after full  restorations  under Section 11.9,
then  remaining  forfeitures  shall  be  used  to  restore  accounts  of  Former
Participants  who are entitled to restorations for that Year under Section 10.3.
If  additional  forfeitures  remain  for a Year  after  application  of the  two
preceding  sentences,  the  remaining  forfeitures  may  be  used  to  (i)  make
corrective  allocations  and reduce  corrective  contributions  on behalf of any
Participant  or Former  Participant  for that Year, if any,  pursuant to Section
15.11  and (ii) pay  expenses  of the  Plan as  provided  in  Section  15.8.  If
additional forfeitures remain thereafter,  the forfeitures shall be allocated as
provided  in Section  4.3(c)(ii)  among the  appropriate  Parent  Company  Stock



                                       41
<PAGE>

Accounts and Other  Investments  Accounts on the Anniversary Date of the Year in
which the forfeiture occurs.

                                   ARTICLE XI

                          DISTRIBUTIONS AND WITHDRAWALS
                          -----------------------------

     Sec.  11.1 Form of  Payment.  Except as  provided  in Section  11.4(c)(ii),
whenever a  Participant,  Former  Participant  or  Beneficiary is entitled to or
required  to receive  benefits  hereunder  as  provided  in  Articles  VII to X,
inclusive,  the Administrator shall direct the Trustee to pay such benefits in a
lump  sum,  provided  that a life  annuity  may  not  be a  part  of a lump  sum
distribution.  Distribution  of  the  amounts  from a  Participant's  Individual
Account will be made  entirely in whole shares of Parent  Company  Stock and the
value of any  fractional  share will be paid in cash. The  distribution  which a
Participant  is entitled to receive from his Parent  Company Stock Account shall
be equal to the number of shares of Parent  Company Stock credited to his Parent
Company Stock Account as of the immediately  preceding  Allocation Date plus any
stock dividends to which he is entitled under Section 4.3(g). Any balance of his
Other Investments Account as of the immediately  preceding Allocation Date, plus
cash or in-kind  dividends to which the  Participant  is entitled  under Section
4.3(g) shall be used to purchase for  distribution  to him the maximum number of
whole  shares of Parent  Company  Stock at the fair market value per share as of
the date of purchase,  and any unexpended  balance will be distributed to him in
cash.

     Sec.  11.2  Consent  to   Distribution.   If  the  vested  balance  of  the
Participant's or Former Participant's  Individual Account exceeds $5,000 and any
part of the Individual Account could be distributed to the Participant or Former
Participant before the Participant or Former Participant  attains (or would have
attained if not deceased) his Normal  Retirement Date, the Participant or Former
Participant  must  consent  in writing to any  distribution  of such  Individual
Account.  The consent of the Participant or Former  Participant must be obtained
within the 90-day period prior to the date benefit payments are to commence. The
Administrator  shall notify the  Participant  or Former  Participant  of (i) the
right to defer any  distribution  until his Required  Beginning  Date,  and (ii)
effective for any such Notice provided after March 31, 2007, the consequences of



                                       42
<PAGE>

failing to defer such  receipt.  Such  Notice  shall be provided no less than 30
days and no more than 180 days before  benefit  payment is to commence and shall
include a general  description of the material  features,  and an explanation of
the relative  values of, the form of benefit  available  under Section 11.1 in a
manner that would satisfy the notice  requirements  of Section  417(a)(3) of the
Code and a description of his direct rollover rights under Section 11.11.  Prior
to April 1, 2007, the 180-day limitation  specified in the preceding sentence is
90 days. If the vested balance of the Participant's  Individual Account does not
exceed $5,000, the Participant, Former Participant, or Beneficiary does not have
a right to delay the  distribution,  but shall be provided  with a notice of his
direct rollover rights under Section 11.11.  Such distribution may commence less
than 30 days after the Notice required under Treas.  Reg.  ss.1.411(a)-11(c)  is
given,  provided that (i) the  Administrator  clearly informs the Participant or
Former  Participant that the Participant or Former  Participant has a right to a
period of at least 30 days after  receiving  the Notice to consider the decision
of whether or not to elect a  distribution  (and,  if  applicable,  a particular
distribution  option)  and (ii) the  Participant  or Former  Participant,  after
receiving  the Notice,  affirmatively  elects a  distribution  in writing to the
Administrator.  The  consent of the  Participant  or Former  Participant  is not
required to the extent that a distribution is required to satisfy either Section
401(a)(9) or Section 415 of the Code.  Effective for  distributions  on or after
March 28, 2005,  the dollar amount in this Section 11.2 shall  automatically  be
reduced to $1,000.

     Sec. 11.3 Minority or  Disability  of  Distributee.  During the minority or
disability of a person entitled to receive benefits hereunder, the Administrator
may, in its sole discretion, direct payment by the Trustee of all or any portion
of such benefits due such person  directly to him or to his spouse or a relative
or to any  individual or institution  having custody of such person.  Neither an
Employer, the Committee, the Administrator,  the Named Fiduciary nor the Trustee
shall be  required  to see to the  application  of any  payments so made and the
receipt of the payee  (including the  endorsement of a check or checks) shall be
conclusive as to all interested parties.  Any payment made pursuant to the power
herein conferred on the Administrator  shall operate as a complete  discharge of
all  obligations  of the  Administrator  and the  Trustee,  to the extent of the
distributions so made.



                                       43
<PAGE>


     Sec. 11.4 Additional  Requirements  Relating to Benefit  Payments and Death
Distributions.  Notwithstanding  any other provisions of the Plan, the following
provisions shall be applicable to the Plan for calendar years beginning with the
2003 calendar year:

     (a)  General Distribution Deadline. Distribution of benefits shall be made,
          unless the Participant  otherwise elects,  not later than the 60th day
          after  the last day of the Year in which the  latest of the  following
          events occurs:

          (i)  the  Participant  reaches  the  earlier  of age 65 or his  Normal
               Retirement Date;

          (ii) the  tenth  anniversary  of the  date on  which  the  Participant
               commenced  participation  in the Plan occurs,  but not later than
               the April 1 of the calendar  year  following the calendar year in
               which the Participant attains age 70 1/2 if such Participant is a
               Five-Percent Owner; or

          (iii) the date the Participant's  employment with his Employer and all
               Affiliated Companies  terminates,  but in no event later than the
               April 1 of the calendar year following the calendar year in which
               the  Participant  attains  age 70 1/2 if  such  Participant  is a
               Five-Percent Owner.

          If a  Participant  is entitled to receive a  distribution  of all or a
          portion of his Individual Account pursuant to Article VII, VIII, IX or
          X, he may elect to defer the date of distribution of that amount,  but
          not beyond his Required  Beginning Date. If the  Participant  fails to
          consent to a  distribution  at a time when any part of the  balance of
          the Individual Account could be distributed prior to the Participant's
          Normal Retirement Date, such failure shall be deemed to be an election
          to defer the date of  distribution  of any benefit  under this Section
          11.4(a);  provided that in no event shall he receive  distribution  of
          the vested portion of his  Individual  Account later than his Required
          Beginning Date.

     (b)  Required   Compliance   with  Code  and  Treasury   Regulations.   All
          distributions  required  under this Article XI shall be determined and



                                       44
<PAGE>

          made in accordance with Section 401(a)(9) of the Code and the Treasury
          regulations thereunder.

     (c)  Time and Manner of Distribution.

          (i)  Required  Beginning Date and Election to Defer Distribution Date.
               The Participant's  entire Individual Account shall be distributed
               to the  Participant  no  later  than the  Participant's  Required
               Beginning  Date.  An  election  of a  Participant  to  defer  the
               distribution   date   shall   be  made  by   submitting   to  the
               Administrator  a  written  statement  signed  by the  Participant
               describing  the  benefits  and the date on which the  Participant
               requests that the distribution of his benefits be made; provided,
               however, a Participant may not elect to defer receipt of benefits
               beyond his Required Beginning Date.

          (ii) Death  of  Participant   Before   Distribution  to  Him.  If  the
               Participant  dies  before  distribution  to  him  of  his  entire
               Individual  Account under Section 11.1, the Participant's  entire
               Individual Account shall be distributed no later than as follows:

               (A)  If the  Participant's  surviving spouse is the Participant's
                    sole Designated Beneficiary,  then, except as elected by the
                    surviving  spouse as  provided  below,  distribution  to the
                    surviving  spouse  shall  be  made  by  December  31 of  the
                    calendar  year  immediately  following  the calendar year in
                    which  the  Participant  died,  or by  December  31  of  the
                    calendar year in which the  Participant  would have attained
                    age 70 1/2, if later.

               (B)  If  the   Participant's   surviving   spouse   is  not   the
                    Participant's sole Designated  Beneficiary,  then, except as
                    provided below,  distribution to the Designated  Beneficiary
                    shall  be  made  by  December  31  of  the   calendar   year
                    immediately   following  the  calendar  year  in  which  the
                    Participant died.

               (C)  If there is no Designated  Beneficiary of the Participant as
                    of  September  30 of the  year  following  the  year  of the
                    Participant's  death, the  Participant's  entire  Individual



                                       45
<PAGE>

                    Account shall be  distributed by December 31 of the calendar
                    year containing the fifth  anniversary of the  Participant's
                    death.

               (D)  If the  Participant's  surviving spouse is the Participant's
                    sole Designated  Beneficiary  and the surviving  spouse dies
                    after  the  Participant  but  before   distribution  to  the
                    surviving  spouse has been made,  this Section  11.4(c)(ii),
                    other than  Section  11.4(c)(ii)(A),  shall  apply as if the
                    surviving spouse were the Participant.

          If the  Participant  dies  before  distribution  to him of his  entire
          Individual Account and there is a Designated Beneficiary, distribution
          to the  Designated  Beneficiary is not required to be made by the date
          specified  above in this Section  11.4(c)(ii),  but the  Participant's
          entire  Individual  Account  shall be  distributed  to the  Designated
          Beneficiary  by December 31 of the calendar year  containing the fifth
          anniversary of the Participant's death. If the Participant's surviving
          spouse is the  Participant's  Designated  Beneficiary,  the  surviving
          spouse  may elect to apply the  distribution  requirement  of  Section
          11.4(c)(ii) without regard to the prior sentence. If the Participant's
          surviving spouse is the Participant's sole Designated  Beneficiary and
          the   surviving   spouse  dies  after  the   Participant   but  before
          distribution  to either the  Participant  or the surviving  spouse has
          been made,  this election shall apply as if the surviving  spouse were
          the  Participant.  For  purposes of this Section  11.4(c)(ii),  unless
          Section  11.4(c)(ii)(D)  applies,  distributions  are considered to be
          made  on  the  Participant's   Required  Beginning  Date.  If  Section
          11.4(c)(ii)(D) applies, distributions are considered to be made on the
          date  distributions  are required to be made to the  surviving  spouse
          under Section 11.4(c)(ii)(A).

     (d)  Definitions.  For purposes of this Section 11.4,  the following  terms
          shall have the meanings set forth below:

          (i)  "Designated  Beneficiary"  means the individual who is designated
               as the  Beneficiary  under  Section  1.7  and  is the  designated



                                       46
<PAGE>

               beneficiary  under Section  401(a)(9) of the Code and Treas. Reg.
               ss.1.401(a)(9)-4, Q&A-1.

          (ii) "Five-Percent  Owner" means a Participant  who is a  five-percent
               owner   of  the   Company   within   the   meaning   of   Section
               416(i)(1)(B)(i)  of  the  Code  (determined  in  accordance  with
               Section 416 of the Code but without regard to whether the Plan is
               top heavy) at any time  during the Year ending with or within the
               calendar year in which such owner attains age 70 1/2.

          (iii) "Required  Beginning  Date"  of a  Participant  means  the  date
               determined as follows:

               (A)  if the  Participant is not a Five-Percent  Owner and has not
                    attained  age 70 1/2 prior to April 1,  2002,  his  Required
                    Beginning Date is the April 1 of the calendar year following
                    the later of (1) the calendar year in which the  Participant
                    attains  age 70 1/2 or (2) the  calendar  year in which  the
                    Participant retires; or

               (B)  if  the  Participant  is a  Five  Percent-Owner,  or if  the
                    Participant  has attained age 70 1/2 prior to April 1, 2002,
                    his Required  Beginning  Date is the April 1 of the calendar
                    year  following the calendar  year in which the  Participant
                    attains age 70 1/2 even if he has not retired.

     Sec. 11.5 Withdrawals.  Except as provided in this Section,  no amounts may
be  withdrawn  by  a  Participant   from  his   Individual   Account  until  the
Participant's  employment  with his Employer and all  Affiliated  Companies  has
terminated.  In the  event  of  financial  hardship,  a  Participant  or  Former
Participant may, with the consent of the Administrator, withdraw such portion of
his Individual Account as the Administrator may approve; provided, however, that
no amount in excess of the  vested  portion  of his  Individual  Account  may be
withdrawn from such  Individual  Account.  A request for  withdrawal  under this
Section 11.5 shall be made in writing to the Administrator,  and shall set forth
the particular circumstances  constituting the financial hardship and the amount
requested  to be  withdrawn.  The term  "financial  hardship"  shall  mean acute



                                       47
<PAGE>

financial  necessity  resulting  from illness or death of members of the family,
education  of  children  and  casualty  losses  not  covered by  insurance.  The
determination by the Administrator as to the existence of financial hardship and
the amount  permitted to be withdrawn shall be conclusive but shall be made on a
consistent and nondiscriminatory basis. All amounts not actually withdrawn shall
remain  credited  to  the  Individual  Account  of  the  Participant  or  Former
Participant. For the purposes of allocating appreciation,  depreciation, income,
expense,  gain and loss of the Trust Fund, any  withdrawals  shall be subtracted
from the Individual Account balance as of the beginning of the Year in which the
withdrawal is made.

     Sec. 11.6 Claims  Procedure.  The  Administrator  shall process all benefit
claims of Participants,  Former  Participants and Beneficiaries  pursuant to the
claims  procedure  specified  in the summary plan  description  for the Plan and
shall act in a manner which is consistent with  regulations  published from time
to time by the Department of Labor.

     Sec. 11.7  Administrator's  Duty to Trustee.  The Administrator will notify
the  Trustee  at the  appropriate  time  of all  facts  which  may be  necessary
hereunder  for the proper  allocation  of increases,  decreases,  expenses,  and
contributions for Participants,  the proper payment or distribution of benefits,
or the proper  performance  of any other act required of the Trustee  hereunder.
The  Administrator  will  notify the  Trustee of such facts as are needed by the
Trustee to perform its  functions  under the Plan and the Trust  Agreement.  The
Administrator will secure appropriate  elections,  directions,  and designations
for  Participants,  Former  Participants and  Beneficiaries  provided for in the
Plan.

     Sec.  11.8 Duty to Keep  Administrator  Informed of  Distributee's  Current
Address. Each Participant, Former Participant and Beneficiary must file with the
Administrator  from time to time in writing his mailing  address and each change
of mailing  address.  Any  communication,  statement  or Notice  addressed  to a
Participant, Former Participant or Beneficiary at his last mailing address filed
with the Administrator or if no address is filed with the Administrator  then at
his last mailing address as shown on an Employer's  records,  will be binding on
the Participant or Former Participant,  and his Beneficiaries,  for all purposes
of the Plan.  Neither the  Administrator  nor the  Trustee  shall be required to



                                       48
<PAGE>

search for or locate a Participant, Former Participant or Beneficiary.

     Sec.  11.9 Failure to Claim  Benefits.  If the  Administrator  notifies the
Participant,  Former  Participant or Beneficiary by registered or certified mail
at his  last  known  address  that he is  entitled  to a  distribution  and also
notifies him of the provisions of this Section 11.9, and the Participant, Former
Participant  or  Beneficiary  fails to claim his benefits under the Plan or make
his current  address known to the  Administrator  within a reasonable  period of
time after such notification,  the Administrator shall use reasonable efforts to
locate the Participant,  Former Participant or Beneficiary.  If those reasonable
efforts are unsuccessful, the Administrator shall direct that all unpaid amounts
which  would  have been  payable  to such  Participant,  Former  Participant  or
Beneficiary  will be forfeited  and applied as provided in Section  10.5. In the
event that the  Participant,  Former  Participant or Beneficiary is subsequently
located,  the  Participant's  Parent  Company Stock Account will be restored and
credited  with the number of whole shares of Parent  Company  Stock and cash for
any  fractional  share that have an  aggregate  fair  market  value equal to the
aggregate value of his Individual  Account as of the date his Individual Account
was  forfeited.  The shares of Parent  Company  Stock and cash  credited  to his
Parent  Company Stock Account shall be distributed  to the  Participant,  Former
Participant or Beneficiary,  and the Employer shall  contribute an amount to the
Plan which is equal to the amount  distributed  under the terms of this  Section
11.9 to the extent that such amount  cannot be  reinstated  through  forfeitures
occurring during the Year of payment.  Notwithstanding the preceding  sentences,
if the  Administrator is trying to locate a Participant,  Former  Participant or
Beneficiary in connection  with a minimum  required  distribution  under Section
11.4, and the Administrator determines that such Participant, Former Participant
or Beneficiary  cannot be located,  the Administrator  shall establish an escrow
account outside of the Plan in the name of that Participant,  Former Participant
or Beneficiary and direct the Trustee to distribute such amount to that account.

     Sec. 11.10  Distribution  Pursuant to Qualified  Domestic Relations Orders.
The Administrator shall establish policies and procedures for reviewing domestic
relations orders relating to a Participant's or Former Participant's interest in
the Plan. The  Administrator  or its delegate shall  determine  whether any such



                                       49
<PAGE>

domestic   relations   order   is  a   Qualified   Domestic   Relations   Order.
Notwithstanding  any  other  provision  of  the  Plan  to the  contrary,  if the
provisions of a Qualified  Domestic  Relations Order provide that  distributions
shall be made to an Alternate Payee prior to the time that the Participant  with
respect to whom the  Alternate  Payee's  benefits  are  derived is entitled to a
distribution  under the Plan,  the  Administrator  shall  direct the  Trustee to
commence payments to the Alternate Payee as soon as administratively practicable
following  the later of (i) the date the  Participant  attains  (or  would  have
attained) the Earliest  Retirement Age (as defined below) or (ii) the receipt of
such Qualified Domestic Relations Order by the Administrator. Until such time as
payment is made to an  Alternate  Payee  pursuant  to this  Section  11.10,  the
Administrator  shall direct the  Recordkeeper to identify the Alternate  Payee's
interest in the Trust Fund and the  Alternate  Payee shall have no rights  under
the  Plan  other  than  the  rights  of a  Beneficiary  and  the  right,  if the
Participant  or Former  Participant is a Qualified  Participant,  of a Qualified
Participant  pursuant to the  provisions of Section 18.2. A  distribution  to an
Alternate  Payee  who  is  the  former  spouse  of  the  Participant  or  Former
Participant shall be subject to the provisions of Section 11.11. For purposes of
this Section  11.10,  Earliest  Retirement Age shall mean the earlier of (i) the
date on which the  Participant is entitled to a distribution  under the Plan, or
(ii)  the  later  of (A) the date the  Participant  attains  age 50,  or (B) the
earliest date on which the Participant could begin receiving  benefits under the
Plan if his  employment  with his  Employer  and all  Affiliated  Companies  had
terminated.

     Sec.  11.11 Tax  Withholding  and  Participant's  Direct  Rollover.  Unless
provided otherwise in regulations  promulgated by Secretary of the Treasury,  to
the extent  required  under Section 3405 of the Code, if a  Participant,  Former
Participant or Beneficiary  receives a distribution  or withdrawal from the Plan
consisting  of cash or assets  other than Parent  Company  Stock with a combined
value  (excluding  the  value of  Parent  Company  Stock) in excess of $200 (the
"Non-Parent Company Stock Distribution"),  the Trustee shall withhold the lesser
of  (i)  100%  of  the  Non-Parent  Company  Stock  Distribution  made  to  that
Participant,  Former  Participant or Beneficiary or (ii) 20% of the value of the
taxable portion of the entire  distribution or withdrawal made to a Participant,
Former  Participant  or  Beneficiary  which  constitutes  an  Eligible  Rollover
Distribution  (as defined below).  Any amount withheld shall be deposited by the



                                       50
<PAGE>

Trustee  with the  Internal  Revenue  Service  for the  purpose  of  paying  the
distributee's  federal income tax liability  associated with the distribution or
withdrawal.  Notwithstanding  the  foregoing  provisions,  each Direct  Rollover
Distributee  (as defined  below)  shall be provided  with a Notice  described in
Section 11.2 and given the right to elect [pursuant to Section 401(a)(31) of the
Code and the applicable Treasury regulations  promulgated thereunder] during the
period  prescribed in Section 11.2 to rollover all or any portion of the taxable
amount of such person's  distribution or withdrawal  (subject to limitations and
restrictions, if any, adopted by the Administrator in accordance with applicable
Treasury regulations) directly to an Eligible Retirement Plan (as defined below)
and,  to the  extent  a  direct  rollover  is  elected  by any  Direct  Rollover
Distributee, the withholding requirements of this Section 11.11 shall not apply.
If permitted by the Code or applicable Treasury  regulations,  a direct rollover
as described in the preceding sentence may be accomplished by delivering a check
from the Plan to the  Direct  Rollover  Distributee  payable  to the  trustee or
custodian of the Eligible  Retirement  Plan. Each such direct rollover  election
shall be in writing on a form prescribed by the  Administrator  for such purpose
and given to the Direct Rollover  Distributee within a reasonable period of time
prior to the distribution or withdrawal.

     For  purposes of this Section  11.11,  the  following  terms shall have the
following meanings:

     (a)  "Direct  Rollover  Distributee"  shall  mean a  Participant,  a Former
          Participant, a spouse of a Participant or a Former Participant,  and a
          Participant's  or  Former  Participant's  former  spouse  who  is  the
          Alternate Payee under a Qualified Domestic Relations Order.  Effective
          April 1, 2007,  a Direct  Rollover  Distributee  shall also  include a
          Participant's   or   Former   Participant's    non-spouse   designated
          Beneficiary who receives an otherwise  qualifying  distribution  after
          March 31, 2007 from a Participant's or Former Participant's Individual
          Account,  provided  such  distribution  is directly  rolled over to an
          individual  retirement account described in Section 408(a) of the Code
          which is established  as an inherited IRA in accordance  with guidance
          issued by the Department of Treasury or the Internal Revenue Service.



                                       51
<PAGE>


     (b)  "Eligible Retirement Plan" shall mean an individual retirement account
          described  in Section  408(a) of the Code,  an  individual  retirement
          annuity  described  in  Section  408(b)  of the  Code  (other  than an
          endowment  contract),  an annuity plan  described in Section 403(a) of
          the Code, an annuity contract described in Section 403(b) of the Code,
          a qualified trust described in Sections 401(a) and 501(a) of the Code,
          and an  eligible  plan  under  Section  457(b)  of the  Code  which is
          maintained  by a state,  a political  subdivision  of a state,  or any
          agency or  instrumentality  of a state or political  subdivision  of a
          state, that will accept an Eligible Rollover Distribution, and, in the
          case of an eligible plan under Section 457(b) of the Code, that agrees
          to separately account for amounts  transferred into such plan from the
          Plan.

     (c)  "Eligible Rollover Distribution" shall mean any distribution of all or
          a  portion  of a  Participant's  or  Former  Participant's  Individual
          Account  to a  Direct  Rollover  Distributee;  provided,  however,  an
          Eligible Rollover  Distribution shall not mean any distribution of all
          or a portion of a  Participant's  or Former  Participant's  Individual
          Account (i) that is one of a series of  substantially  equal  periodic
          payments (not less  frequently  than  annually)  made for the life (or
          life expectancy) of the Direct Rollover Distributee or the joint lives
          (or joint life  expectancies)  of the Direct Rollover  Distributee and
          his designated  Beneficiary,  (ii) that is paid for a specified period
          of  ten  years  or  more,  (iii)  that  is  a  part  of  a  series  of
          distributions   during  a  calendar  year  to  the  extent  that  such
          distributions are expected to total less than $200 or a total lump sum
          distribution which is less than $200, as described in Q&A-11 of Treas.
          Reg.  ss.1.401(a)(31)-1,  (iv)  to the  extent  such  distribution  is
          required by under Section 401(a)(9) of the Code as provided in Section
          11.4,  or (v) to the extent such  distribution  is not  includable  in
          gross  income  (determined  without  regard to the  exclusion  for net
          annualized appreciation with respect to employer securities).



                                       52
<PAGE>


                                   ARTICLE XII

                                     NOTICES
                                     -------

     Sec.  12.1  Notice.  As soon as  practicable  after a  Participant,  Former
Participant or Beneficiary makes a request for payment,  the Administrator shall
notify the Trustee of the following  information and give such directions as are
necessary or advisable under the circumstances:

     (a)  name  and  address  of  the   Participant,   Former   Participant   or
          Beneficiary,

     (b)  amount to be distributed, and

     (c)  any other  information  required  by the  Trustee for federal or state
          income tax withholding and reporting purposes.

In  addition  to  the  information   described  above,  for   distributions  and
withdrawals the Administrator  shall notify the Recordkeeper and/or the Trustee,
if applicable,  as to the identity,  address and other pertinent  information of
Eligible  Retirement  Plans as  described  in Section  11.11 to which the Direct
Rollover  Distributee  (as  defined in  Section  11.11)has  elected to  rollover
directly such distribution or withdrawal pursuant to Section 11.11.

     Sec. 12.2  Modification of Notice.  At any time and from time to time after
giving the Notice as provided for in Section 12.1, the  Administrator may modify
such original  Notice or any  subsequent  Notice by means of a further Notice or
notices to the  Trustee  but any action  taken or  payments  made by the Trustee
pursuant to a prior Notice shall not be affected by a subsequent Notice.

     Sec.  12.3  Reliance on Notice.  Upon  receipt of any Notice as provided in
this Article XII, the  Recordkeeper  and/or the Trustee,  as  applicable,  shall
promptly take whatever action and make whatever payments are called for therein,
it being intended that the Recordkeeper and/or the Trustee,  as applicable,  may
rely on the  information  and  directions in such Notice  absolutely and without
question.  However, the Recordkeeper and/or the Trustee, as applicable, may call
to the attention of the  Administrator  any error or oversight which the Trustee
believes to exist in any Notice.



                                       53
<PAGE>


                                  ARTICLE XIII

                        AMENDMENT OR TERMINATION OF PLAN
                        --------------------------------

     Sec.  13.1  Amendment or  Termination  by Company.  At any time the Company
acting  through its  governing  body may amend or modify the Plan in whole or in
part,  retroactively or otherwise,  or may terminate or partially  terminate the
Plan, or  discontinue or modify  Employer  contributions  to the Plan,  subject,
however,  to the other  provisions of this Article XIII. Such termination may be
made without  consent being  obtained from the Trustee,  the  Recordkeeper,  any
Employer  or  Affiliated  Company,   the  Administrator,   the  Committee,   the
Participants  or their  Beneficiaries,  the  Employees  or any other  interested
person.  Also the Plan shall be  considered  terminated  if the  Company  ceases
business  operations  or if  there  is a  complete  discontinuance  of  Employer
contributions to the Plan.

     Sec. 13.2 Effect of Amendment.  No amendment or modification  hereof by the
Company,  unless  made to secure the  approval of the  Commissioner  of Internal
Revenue or other governmental bureau or agency, shall:

     (a)  operate  retroactively to reduce or divest the then vested interest in
          any Individual Account or to reduce or divest any benefit then payable
          hereunder; or

     (b)  change the  duties or  responsibilities  of the  Trustee  without  the
          written consent or approval of the Trustee.

Each such amendment  shall be in writing signed by duly  authorized  officers of
the Company with such consents or approval,  if any, as provided above and shall
become effective as designated in such amendment.

     Sec. 13.3  Distribution on Termination or  Discontinuance of Contributions.
Upon termination of the Plan or complete  discontinuance of contributions to the
Plan, any amount of the Trust Fund previously unallocated, including any amounts
in a suspense account  established  under Article V, shall be allocated  (unless
such  allocation  would violate  Article V), and the Individual  Accounts of all
Participants,  Former  Participants,  and  Beneficiaries  shall thereupon be and
become fully vested and  nonforfeitable  to the extent then funded.  The Trustee
shall deduct from the Trust Fund all unpaid charges and expenses including those
relating to said termination, except as the same may be paid by an Employer. The



                                       54
<PAGE>

Trustee shall then adjust the balance of all Individual Accounts on the basis of
the net value of the Trust Fund.  Subject to the  limitations  on  distributions
provided in this Section  13.3,  the  Administrator  shall direct the Trustee to
distribute the amount to the credit of each Participant,  Former Participant and
Beneficiary when all appropriate  administrative procedures have been completed.
If any  amount in a  suspense  account  shall not be  allocable  because  of the
provisions of Article V, such amount shall be returned to the Employer. Upon any
complete discontinuance of contributions by an Employer, the assets of the Trust
Fund  shall be held and  administered  by the  Trustee  for the  benefit  of the
Participants employed by such Employer  discontinuing  contributions in the same
manner and with the same powers,  rights, duties and privileges herein described
until the Trust Fund with respect to such  Employer has been fully  distributed.
Upon the partial  termination of the Plan,  the Individual  Accounts of affected
Participants,  Former  Participants  and  Beneficiaries  shall  thereupon be and
become  fully vested and  nonforfeitable  to the extent then funded and shall be
distributed to such Participants,  Former  Participants and Beneficiaries by the
Trustee when all appropriate  administrative procedures have been completed. The
Administrator  shall direct the Trustee to distribute each Participant's  entire
Individual  Account in a single lump sum  distribution to him in accordance with
and  subject  to the  consent  requirements  of  Article  XI, or to an  Eligible
Retirement Plan as defined in Section 11.11 pursuant to the Participant's direct
rollover  election  described  in  Section  11.11,  as soon as  administratively
practicable  after the later of (i) the termination date of the Plan or (ii) the
receipt  following  application  of a  favorable  determination  letter from the
Internal Revenue Service with respect to the termination of the Plan.

     Sec. 13.4  Reversion of  Contributions  to Employer.  Except as provided in
Section 3.3 and Section 13.3,  under no  circumstances  or conditions  shall the
Trust  Fund or any  portion  thereof  revert to any  Employer  or be used for or
diverted to the benefit of anyone other than Participants,  Former  Participants
and  Beneficiaries,  it being  understood  that the Trust  Fund shall be for the
exclusive benefit of Participants, Former Participants and Beneficiaries.

     Sec.  13.5  Amendment  of Vesting  Schedule.  At any time that the  vesting
schedule of the Plan is amended, or the Plan is amended in any way that directly
or  indirectly  affects  the  computation  of the  Participant's  nonforfeitable



                                       55
<PAGE>

interest in his Individual Account,  each Participant who has completed at least
three Years,  whether or not consecutive,  during each of which he has completed
not fewer than 1,000 Hours of Service,  may elect to have his vested interest in
his Individual  Account determined under the vesting schedule in effect prior to
such amendment. An election made under the preceding sentence may be made at any
time within 60 days after the later of the date:

     (a)  the amendment is adopted;

     (b)  the amendment becomes effective; or

     (c)  the  Participant  is issued  written  notice of the  amendment  by the
          Administrator.

An election under this Section shall be made in a written  instrument  delivered
to the  Administrator  and once made, shall be irrevocable.  For the purposes of
this  Section,  a Participant  shall be  considered to have  completed the three
Years  described in this Section if he shall have  completed such Years prior to
the end of the period during which he could make an election hereunder.

     Sec.  13.6 Merger or  Consolidation  of Plan. In the event of any merger or
consolidation  of the Plan with,  or  transfer in whole or in part of the assets
and  liabilities  of the Trust Fund to,  another trust fund held under any other
plan of deferred compensation maintained or to be established for the benefit of
all or some of the  Participants  in the Plan,  the  assets  of the  Trust  Fund
applicable to such  Participants  shall be  transferred  to the other trust fund
only if:

     (a)  each Participant  would (if either the Plan or the other plan had then
          terminated)   receive  a  benefit   immediately   after  the   merger,
          consolidation,  or  transfer  which is equal  to or  greater  than the
          benefit he would have been entitled to receive  immediately before the
          merger, consolidation,  or transfer (if the Plan had then terminated);
          and

     (b)  such other plan and trust fund are qualified  under Section  401(a) of
          the Code and exempt from tax under Section 501(a) of the Code.



                                       56
<PAGE>


     Sec.  13.7   Withdrawal  of  Employer.   If  an  Employer   withdraws  from
participation in the Plan or completely  discontinues  contributions to the Plan
without the immediate  establishment of a new retirement  plan,  distribution of
benefits  to  affected  Participants  will be made at the time and in the manner
provided  in  Section   13.3.   However,   pursuant  to  rules  applied  by  the
Administrator in a nondiscriminatory  manner to all employees similarly situated
or if the withdrawal or  discontinuance by an Employer is deemed to be a partial
termination of the Plan, the provisions of Section 13.3 hereof shall apply to an
Employer's  withdrawal  or  discontinuance  as if it were a part of the complete
termination of this Plan, but the  participation  of other  Employers  hereunder
shall not be affected nor shall the continuation of the Plan with respect to the
participation  therein by other  Employers  be  affected by such  withdrawal  or
discontinuance  by an  Employer.  The assets  attributable  to the  Participants
employed  by  the   withdrawing   or   discontinuing   Employer,   may,  in  the
Administrator's  discretion, be retained in and subject to the provisions of the
Plan or distributed in liquidation.

                                   ARTICLE XIV

                                    COMMITTEE
                                    ---------

     Sec.  14.1  Committee  Composition.  The  Company  may  appoint a Committee
consisting of any number of members as  determined  by the Company.  The Company
may remove any  member of the  Committee  at any time and a member may resign by
written  notice to the Company.  Any vacancy in the  membership of the Committee
shall be filled by appointment of the governing body of the Company, but pending
the  filling  of any such  vacancy  the then  members of the  Committee  may act
hereunder as though they alone constitute the full Committee.

     Sec.  14.2  Committee  Actions.  Any  and all  acts  and  decisions  of the
Committee shall be by at least a majority of the then members, or by a unanimous
written decision taken without a meeting,  but the Committee may delegate to any
one or more of its members the  authority to sign notices or other  documents on
its behalf or to perform ministerial acts for it, in which event the Trustee and
any other  person may accept such  notice,  document or act without  question as
having been authorized by the Committee.



                                       57
<PAGE>


     Sec. 14.3  Committee  Procedure.  The Committee  may, but need not, call or
hold formal  meetings and any decisions made or action taken pursuant to written
approval of a majority of the then members  shall be  sufficient.  The Committee
shall maintain  adequate records of its decisions which records shall be subject
to inspection by the Company, any Employer, any Participant,  Former Participant
or Beneficiary,  and any other person to the extent required by law, but only to
the extent that they apply to such person.  Also the Committee may designate one
of its members as Chairman and one of its members as Secretary and may establish
policies and  procedures  governing it as long as the same are not  inconsistent
with the terms of the Plan.

     Sec.  14.4   Delegation   to  Committee  and  Company's   Duty  to  Furnish
Information.  The Committee shall perform the duties and may exercise the powers
and  discretion  given to it in the Plan and its  decisions  and  actions may be
relied upon by all persons  affected  thereby.  The Trustee and the Recordkeeper
may rely without  question  upon any  notices,  directions,  or other  documents
received from the  Committee.  The Company and each  Employer  shall furnish the
Committee  with all data and  information  available  to the  Company  which the
Committee may reasonably  require in order to perform its duties.  The Committee
may rely without  question  upon any such data or  information  furnished by the
Company and each Employer.

     In  addition  to any other  powers and  responsibilities  allocated  to the
Committee  pursuant  to  the  terms  of  the  Plan,  the  following  powers  and
responsibilities shall be exercised by the Committee:

     (a)  To direct the Trustee as to investments in Parent Company Stock.

     (b)  To administer the Plan as provided in Section 14.5.

     (c)  To establish and  administer the Plan's claims  procedure  pursuant to
          Section  11.6  in a  uniform  and  nondiscriminatory  manner  and,  if
          appropriate in its sole discretion,  to designate  persons or entities
          to be responsible for initial claims and requests for review of claims
          decisions.

     (d)  To adopt such rules,  forms and  procedures as it shall deem necessary
          for the efficient  administration  of the Plan in accordance  with its



                                       58
<PAGE>

          terms and the terms of any applicable law.

     (e)  Effective for Years  beginning  after March 31, 2007, to establish and
          communicate  the  procedures to Qualified  Participants  to enable the
          Plan to satisfy the requirement of Section 401(a)(28)(B)(ii)(I) of the
          Code that each Qualified Participant be permitted during his Qualified
          Election  Period to direct the Trustee as to the  eligible  portion of
          such Qualified  Participant's  Individual Account to be distributed to
          him pursuant to Section 18.2.

     (f)  To prepare and submit to governmental agencies,  Participants,  Former
          Participants and  Beneficiaries  such Plan  descriptions,  reports and
          other  documents,   or  summaries  thereof,  as  may  be  required  by
          applicable law or necessary in the administration of the Plan.

     (g)  To  remedy  possible  ambiguities,  inconsistencies  or  omissions  in
          connection  with its power to interpret the Plan;  provided,  however,
          that all such  actions  and  decisions  shall be  applied in a uniform
          manner to all Employees similarly situated.

     (h)  To authorize  disbursements from the Trust Fund,  including refunds of
          contributions permitted by the Plan (any instructions of the Committee
          to the Trustee shall be evidenced in writing and signed by a member of
          the  Committee  delegated  with such  authority  by a majority  of the
          Committee).

     (i)  To appoint a  Recordkeeper  who shall perform,  without  discretionary
          authority or control, administrative functions within the framework of
          policies, interpretations,  rules, practices and procedures adopted by
          the Committee or the Administrator.

     (j)  To employ  such  advisors  (including  but not  limited to  attorneys,
          independent public accountants and investment advisors) and such other
          technical and clerical personnel as may be required in the Committee's
          discretion for the proper  administration  of the Plan, and to pay the
          reasonable expenses of such persons from the Trust Fund.



                                       59
<PAGE>


     (k)  To establish  and to instruct the Trustee and any  investment  manager
          with  respect  to  asset   administration   objectives   and  policies
          consistent with Plan requirements.

     (l)  To review from time to time,  but at least as often as  annually,  the
          investment  performance  of the Trustee and any  insurance  company or
          investment  manager  acting  with  respect to any portion of the Trust
          Fund.  The  Committee  may engage the services of such person it deems
          appropriate including, investment managers, to review investments held
          by the Plan and the financial condition of insurance companies issuing
          insurance contracts to the Plan.

     (m)  To supervise at least one audit of the Plan's assets for each Year and
          review the Trustee's annual accounting.

     (n)  Effective  April 1, 2007, to direct the Trustee with respect to voting
          shares of Parent  Company Stock in accordance  with the  provisions of
          Section 17.6.

     Sec. 14.5 Construction of Plan and Trustee's and Record-keeper's  Reliance.
Any and all matters involving the Plan, including but not limited to any and all
disputes  which may  arise  involving  Participants,  Former  Participants,  and
Beneficiaries  and/or the Trustee or the  Recordkeeper  shall be referred to the
Committee.  The Committee has the exclusive  discretionary authority to construe
the terms of the Plan and the  exclusive  discretionary  authority  to determine
eligibility   for  all   benefits   hereunder.   Any  such   determinations   or
interpretations  of the  Plan  adopted  by the  Committee  shall  be  final  and
conclusive and shall bind all parties. The Trustee and the Recordkeeper may rely
upon the decision of the Committee  with respect to any question  concerning the
meaning,  interpretation,  or  application  of any  provision  of the Plan.  The
Committee's  interpretations and determinations with respect to the Plan and the
Trust Agreement shall be based on such information as is reasonably available to
the Committee at the time a decision is made. In addition,  in administering the
Plan, the Committee may rely conclusively  upon an Affiliated  Company's payroll
and personnel records maintained in the ordinary course of business.

     Sec. 14.6  Committee  Member's  Abstention  in Cases  Involving Own Rights.
Notwithstanding  any other  provision of this  Article XIV, no Committee  member



                                       60
<PAGE>

shall  vote or act  upon any  matter  involving  his own  rights,  benefits,  or
participation in the Plan.

     Sec. 14.7 Counsel to  Committee.  The Committee may engage agents to assist
it and may engage legal  counsel who may be legal  counsel for the Company.  All
reasonable expenses incurred by the Committee may be paid from the Trust Fund.

     Sec. 14.8  Indemnification  of Employees and Directors.  The Company hereby
indemnifies each member of the Committee and each employee, officer and director
of an Affiliated Company who are delegated responsibilities under or pursuant to
the Plan against any and all  liabilities  and  expenses,  including  attorneys'
fees,   actually  and  reasonably  incurred  by  them  in  connection  with  any
threatened,  pending or  completed  legal  action or judicial or  administrative
proceeding  to  which  they may be a party,  or may be  threatened  to be made a
party,  by  reason  of  membership  on the  Committee  or  other  delegation  of
responsibilities,  except  with  regard to any matters as to which they shall be
adjudged  in such  action or  proceeding  to be liable for gross  negligence  or
willful misconduct in connection therewith. In addition, the Company may provide
appropriate  insurance  coverage  for the members of the  Committee or each such
other individual  indemnified pursuant to this Section 14.8 who is not otherwise
appropriately insured.

     Sec. 14.9 Action Taken in Good Faith. To the extent permitted by ERISA, the
members  of  the  Committee  and  each  employee,  officer  and  director  of an
Affiliated  Company  who are  fiduciaries  with  respect  to the  Plan  shall be
entitled to rely upon,  and be fully  protected with respect to any action taken
or  suffered  by them in good faith in reliance  upon,  all tables,  valuations,
certificates,  reports and opinions furnished by the Recordkeeper,  the Trustee,
or any accountant,  attorney,  insurance company or investment manager acting at
any time hereunder.

                                   ARTICLE XV

                                  MISCELLANEOUS
                                  -------------

     Sec. 15.1 No Employment or Compensation Agreement. Nothing contained in the
Plan shall be  construed  as giving any person or entity any legal or  equitable
right  against  the  Company,  any  Employer,   any  Affiliated  Company,  their
stockholders  or  partners,  officers or  directors,  the Named  Fiduciary,  the



                                       61
<PAGE>

Committee,  the  Administrator,  the Trustee or the Recordkeeper,  except as the
same shall be specifically provided in the Plan. The Plan shall not be deemed to
constitute  a contract  between  the  Employer  and any  Participant  or to be a
consideration  or an  inducement  for  the  employment  of  any  Participant  or
Employee.  Nor shall anything in the Plan give any Participant or other Employee
the right to be retained in the service of any Employer or to interfere with the
right of the  Employer  to  discharge  any  Participant  or Employee at any time
regardless  of  the  effect  which  such  discharge  shall  have  upon  him as a
Participant  in the Plan.  The  employment of all persons by any Employer  shall
remain subject to termination by that Employer to the same extent as if the Plan
had never been executed.

     Sec. 15.2 Spendthrift  Provision.  Except (i) as provided by the terms of a
domestic  relations  order which is  determined  to be qualified  under  Section
414(p) of the Code, or (ii) as permitted  pursuant to Section  401(a)(13) of the
Code and  Section  206(d) of  ERISA,  no  Participant,  Former  Participant,  or
Beneficiary  shall have the right to assign,  alienate or transfer  his interest
hereunder,  nor shall his  interest  be  subject to claims of his  creditors  or
others,  it being  understood  that all  provisions of the Plan shall be for the
exclusive benefit of those designated herein.

     Sec. 15.3 Construction.  It is the intention of each Employer that the Plan
be  qualified  under  Section  401 of the Code and  comply  with the  applicable
provisions  of ERISA,  and all  provisions  hereof  should be  construed to that
result.

     Sec.  15.4  Titles.   Titles  of  Articles  and  Sections  hereof  are  for
convenience only and shall not be considered in construing the Plan.

     Sec. 15.5 Texas Law Applicable.  The Plan and each of its provisions  shall
be construed and their validity  determined by the laws of the State of Texas to
the extent not preempted by ERISA or other applicable federal law.

     Sec.  15.6  Successors  and  Assigns.  The Plan shall be  binding  upon the
successors and assigns of the Company and each Employer and the Trustee and upon
the  heirs  and  personal   representatives  of  those  individuals  who  become
Participants hereunder.



                                       62
<PAGE>


     Sec. 15.7  Allocation of Fiduciary  Responsibility  by Named  Fiduciary.  A
fiduciary  with respect to the Plan,  as  described  in Section  3(21) of ERISA,
shall only have those specific powers, duties,  responsibilities and obligations
as are explicitly given such fiduciary under the terms of the Plan and the Trust
Agreement or allocated to such  fiduciary  pursuant to the  procedures set forth
herein. The Named Fiduciary may, by written instrument,  allocate some or all of
its  responsibilities to another fiduciary,  including the Trustee, or designate
another person to carry out some or all of its fiduciary responsibilities.  Each
fiduciary to whom  responsibilities are allocated by the Named Fiduciary will be
furnished a copy of the Plan and their acceptance of such responsibility will be
made by agreeing in writing to act in the  capacity  designated.  It is intended
that each fiduciary shall be responsible only for the proper exercise of his own
powers, duties, responsibilities and obligations under the Plan and shall not be
responsible  for any act or  failure  to act of  another  fiduciary.  The  Named
Fiduciary  shall not be liable  for an act or  omission  of any  person  (who is
allocated  a fiduciary  responsibility  or who is  designated  to carry out such
responsibility) in carrying out a fiduciary  responsibility except to the extent
that with respect to the allocation or  designation,  continuation  thereof,  or
implementation or establishment of the allocation or designation  procedures the
Named Fiduciary (i) did not perform all of his duties and  responsibilities  and
exercise his powers  hereunder  with the care,  skill,  prudence,  and diligence
under  the  circumstances  then  prevailing  that a prudent  man  acting in like
capacity  and  familiar  with  such  matters  would  use  in the  conduct  of an
enterprise of like character and with like aims, (ii) knowingly  participates in
or knowingly  undertakes  to conceal an act or omission of another  fiduciary of
the Plan,  with the knowledge that such act or omission is a breach of fiduciary
responsibility, (iii) did not make reasonable efforts under the circumstances to
remedy a breach of fiduciary  responsibility  of which the Named  Fiduciary  has
knowledge,  or  (iv)  did  not  carry  out  its  specific  responsibilities,  in
accordance  with the  standard set forth in (i) above,  and as a result,  it has
enabled another fiduciary of the Plan to commit a breach. Any person or group of
persons may serve in more than one fiduciary capacity with respect to the Plan.

     Sec.  15.8  Expenses  of  Administration.  Except to the extent  paid by an
Employer or prohibited by ERISA,  the  Administrator  shall cause the Trustee to
pay from the assets of the Plan,  including from the unallocated  forfeitures as



                                       63
<PAGE>

provided in Section 10.5,  all expenses  incurred in the  administration  of the
Plan,   including   expenses  of  the  Committee,   the   Recordkeeper  and  the
Administrator,  and expenses and compensation of the Trustee and the expenses of
counsel. The Employer shall pay all brokerage commissions, taxes and other costs
incident to the purchase and sale of securities.

     Sec. 15.9 Plan Controls. The Trust Agreement is a part of the Plan. In case
of any inconsistency between the terms of the Plan and the Trust Agreement,  the
provisions of the Plan shall control.  In the event of any conflict  between the
terms of the Plan and any summary  thereof or other document  relating  thereto,
from whatever source, the terms of the Plan shall govern.

     Sec. 15.10 Effect of Mistakes. In the event of a mistake or misstatement as
to  the  age or  eligibility  of  any  person,  or the  amount  of any  kind  of
contributions, withdrawals or distributions made or to be made to a Participant,
or other person, the Administrator shall, to the extent it deems possible,  make
such  adjustment  as will in its  judgment  afford to such  person the  credits,
distributions or other rights to which he is properly entitled under the Plan.

     Sec.  15.11  Operation  of the Plan;  Permitted  Corrections.  The  Company
intends to operate and administer the Plan as a  tax-qualified  retirement  plan
under Section 401(a) of the Code. In the event that the Administrator determines
that the operation of the Plan or the form of the Plan, or both, fails to comply
in any respect with the  applicable  requirements  of the Code,  the Company may
take whatever action it deems necessary and appropriate  under the circumstances
to comply with its intent to  maintain  the Plan as a  tax-qualified  retirement
plan,  including  corrections  made pursuant to, or consistent with the purposes
of, the Employee Plans  Compliance  Resolution  System,  as set forth in Revenue
Procedure  2006-27 issued by the Internal Revenue Service,  as the principles of
such Revenue  Procedure  may be modified or expanded  from time to time,  or any
other correction  procedures  available generally to the Company with respect to
the  Plan.  The  Administrator  also is  permitted  to take any  action it deems
necessary and appropriate  under the circumstances to make corrections under the
Voluntary  Fiduciary  Correction Program  established by the Department of Labor
and/or to assist  another  Plan  fiduciary  in  connection  with its  compliance
actions under such program.



                                       64
<PAGE>


                                   ARTICLE XVI

                        ADOPTION BY AFFILIATED COMPANIES
                        --------------------------------

     Sec. 16.1 Transfer of  Employment to Another  Employer.  When an Employee's
employment with any Employer is terminated,  but such Employee continues to be a
Participant  by  reason  of  continued  employment  by  another  Employer,   the
Participant  concerned  shall not be  considered  to have changed  Employers for
purposes  of  determining  the   Participant's   eligibility,   vesting  rights,
participation,  and Plan  benefits.  An Employee who was a  Participant  when so
transferred,  and who is otherwise  an eligible  Employee,  shall  continue as a
Participant  in the Plan as adopted by his new Employer  (whether the Company or
another  Employer) and shall continue  without any requirement or  re-enrollment
unless otherwise  required by the Plan. In such event,  all notices,  elections,
designations, directions and the like theretofore made shall continue in effect.
All  interests  then  credited to the  Participant  shall  constitute  interests
credited  to the  Participant  under  the Plan as  adopted  by his new  Employer
(whether the Company or another Employer). Employer contributions shall, subject
to  the  terms  and  limitations  of  the  Plan,  continue  to be  made  by  the
Participant's  new  Employer  (whether  the  Company or another  Employer).  Any
portion of his Individual  Account which is forfeited  shall be allocated to the
Individual  Accounts of  Participants  who are  Employees of the Employer  which
originally made the contributions so forfeited.

     Sec. 16.2  Contributions  and Forfeitures.  Each Participant shall have his
Individual   Account   credited   with  his  share  of  his  former   Employer's
contributions and with his share of his new Employer's contributions. The Annual
Compensation  received by such Participant from each Employer during the portion
of the  Year  employed  by an  Employer  shall  constitute  the  basis  for  his
allocation of that  particular  Employer's  contribution.  Forfeitures  shall be
applied as  provided in Section  10.5 only for the  benefit of the  Participants
employed by the  Employer for whom the  Participant  works or last worked at the
time the forfeiture occurs.

     Sec.  16.3  Transfers of Employment  Between  Affiliated  Companies.  If an
Employee  of one  Affiliated  Company  transfers  to the  employment  of another
Affiliated  Company and such Affiliated  Company has a comparable plan and trust
agreement,  the Trustee of each plan and trust shall make suitable  arrangements



                                       65
<PAGE>

for the transfer of the assets held in his  Individual  Account from the Plan of
the former employer to the plan of the successor employer.  The Employee will be
granted credit for Years of Service  (Vesting) with the former employer and will
not be deemed to have terminated his employment.  Annual  Compensation  from the
former employer will be considered to be Annual  Compensation from the successor
employer.

     If an Employee  participating in the Plan transfers to the employment of an
Affiliated  Company which does not have a comparable plan in force, he shall not
be deemed to have  terminated  employment  with the  Employer.  The value of his
Individual  Account will be held for his benefit until he terminates  employment
with all Affiliated  Companies,  dies or retires in accordance with Article VII,
at which time the value of his Individual  Account will be distributed to him or
his Beneficiary as provided elsewhere herein. No further Employer  contributions
will be made on his behalf,  but he will be granted  credit for Years of Service
(Vesting) with the Affiliated  Company. In the event that he is reemployed by an
Employer, he shall immediately become a Participant in the Plan.

     Sec.  16.4 Action by  Company.  The  Employers  delegate to the Company the
authority to amend the Plan, remove the Trustee,  Administrator and Recordkeeper
or a Committee member,  appoint a new or additional Trustee or Committee member,
appoint  a  new  Administrator  or  Recordkeeper,  or  take  all  other  actions
concerning the Plan without joinder or approval of the other Employers.

     Sec.  16.5  Termination  of  Employer's   Status  as  Affiliated   Company.
Termination  of an  Employer's  status as an  Affiliated  Company  other than by
merger or  liquidation  into the Company shall  terminate the Plan and the Trust
Agreement as adopted by such Employer unless, and except to the extent that, the
governing  body of the  Company  shall  adopt  a  resolution  consenting  to the
continuance  of the Plan and the Trust  Agreement  as adopted  by the  Employer,
specifying  conditions  therefor,  such as  amendments to the Plan and the Trust
Agreement as adopted by the  Employer  and the  investment  in,  disposition  or
distribution  of Parent  Company  Stock,  and the governing body of the Employer
shall consent to and adopt such conditions, investments and the like.



                                       66
<PAGE>


                                  ARTICLE XVII

                                   THE TRUSTEE
                                   -----------

     Sec.  17.1 Trust Fund. A Trust Fund has been created and will be maintained
for the  purposes  of the Plan,  and the  monies  thereof  will be  invested  in
accordance with the terms of the Plan and the Trust Agreement which forms a part
of the Plan.  All Employer  contributions  will be paid into the Trust Fund, and
all benefits under the Plan will be paid from the Trust Fund.

     Sec. 17.2 Trustee's Duties.  Except as otherwise  specifically  provided in
the Trust Agreement, the Trustee's obligations,  duties and responsibilities are
governed  solely  by the  terms of the Trust  Agreement,  reference  to which is
hereby made for all purposes.

     Sec. 17.3 Benefits Only from Trust Fund.  Any person having any claim under
the Plan will look solely to the assets of the Trust Fund for  satisfaction.  In
no event will any Employer or any of its officers, Employees, agents, members of
its governing body, the Trustee, any successor trustee,  the Administrator,  the
Recordkeeper  or any  member of the  Committee,  be  liable in their  individual
capacities  to any person  whomsoever,  under the  provisions of the Plan or the
Trust Agreement, absent a breach of fiduciary responsibility determined pursuant
to the applicable provisions of ERISA.

     Sec. 17.4 Trust Fund Applicable Only to Payment of Benefits. The Trust Fund
will be used and applied only in accordance  with the provisions of the Plan, to
provide the  benefits  thereof,  except as provided  in Section  15.8  regarding
payment of administrative  expenses,  and no part of the corpus or income of the
Trust  Fund  will be used for,  or  diverted  to,  purposes  other  than for the
exclusive benefit of the Participants and other persons  thereunder  entitled to
benefits.

     Sec.  17.5 Texas Trust Code.  Although  it is intended  that the  foregoing
powers of the Trustee be  applicable  hereunder,  it is also  intended  that all
provisions of the Texas Trust Code, and any amendments thereto, not inconsistent
with the above  enumerated  powers  or other  provisions  of the Plan,  shall be
applicable in the administration of the Trust Fund.

     Sec. 17.6 Voting Rights. Effective April 1, 2007, at each annual or special
meeting of the stockholders of Capital Southwest Corporation or by actions taken



                                       67
<PAGE>

without a meeting, each Participant, Former Participant and Beneficiary shall be
entitled  to direct the  Trustee  as to the  manner in which the Parent  Company
Stock  which is entitled to vote and which is  allocated  to the Parent  Company
Stock Account of such  Participant,  Former  Participant or Beneficiary is to be
voted.  If  the  Trustee  does  not  timely  receive  voting  directions  from a
Participant,  Former  Participant or  Beneficiary  with respect to any shares of
Parent Company Stock allocated to that  Participant's,  Former  Participant's or
Beneficiary's  Parent Company Stock Account,  the Trustee shall vote such shares
of Parent  Company Stock or refrain from voting any or all such shares of Parent
Company Stock held in the Trust Fund in such manner as deemed,  in the Trustee's
sole  discretion,  to be in  the  best  interest  of  the  Participants,  Former
Participants and Beneficiaries. Prior to April 1, 2007, the Trustee was entitled
to vote or refrain from voting any and all shares of Parent  Company  Stock held
in the Trust Fund in such manner as deemed, in the Trustee's sole discretion, to
be  in  the  best  interest  of  the  Participants,   Former   Participants  and
Beneficiaries.  The Administrator may from time to time direct the Trustee as to
the manner of voting such shares described in the preceding  sentences,  and the
Trustee shall follow such instructions and shall bear no responsibility  for the
propriety of the decisions of the Administrator.

                                  ARTICLE XVIII

                                   INVESTMENTS
                                   -----------

     Sec.  18.1  Investment  of  Contributions  and Trust  Assets.  All Employer
contributions in cash and any other cash received by the Trust Fund attributable
to Employer  contributions under the Plan,  including  dividends,  will first be
used to pay current  obligations  of the Trust Fund, and any excess will be used
either to pay other  obligations  of the Trust Fund, to buy Parent Company Stock
from holders of  outstanding  stock or newly issued or treasury stock or to make
other  prudent  investments;  provided,  however,  that at all times the Trustee
shall  attempt to invest 100% of the Trust Fund assets in Parent  Company  Stock
consistent with market availability or other conditions.  Qualified Participants
may direct  the  Trustee as to the  portion  of their  Individual  Account to be
distributed as provided in Section 18.2. The Administrator may from time to time



                                       68
<PAGE>

direct the Trustee as to the extent of  investment  in Parent  Company Stock and
the Trustee shall follow such instructions and shall bear no responsibility  for
the propriety of the investment decision of the Administrator.  All purchases of
Parent  Company  Stock  shall be made at a  price,  or at  prices,  which in the
judgment of the  Trustee do not exceed the fair  market  value of such shares of
Parent Company  Stock,  which may be above the quoted market price on a national
securities exchange or in the over-the-counter market. If no current obligations
of the Trust Fund are outstanding and unpaid and the Trustee  determines that it
is in the best  interest of the Trust Fund,  the Trustee may invest funds of the
Trust Fund  temporarily in securities  issued or guaranteed by the United States
of America or any agency thereof,  in certificates of deposit,  or in short-term
commercial paper, or such funds may be held temporarily in cash.

     Sec.  18.2  Diversification  of  Investments  by  Qualified   Participants.
Effective   for   Years   beginning   after   March   31,   2007,   based  on  a
non-discriminatory   policy  and  procedures  adopted  by  the  Committee,  each
Qualified  Participant may, subject to and in accordance with this Section 18.2,
elect within the 90-day period  immediately  after the close of each Year during
that  Qualified   Participant's  Qualified  Election  Period  to  diversify  the
investment  of up to 25 percent of the total number of shares of Parent  Company
Stock  acquired by or  contributed  to the Plan that have ever been allocated to
such Qualified  Participant's Parent Company Stock Account as of the last day of
each of the first five Years in his Qualified  Election  Period  (reduced by the
number  of  shares  of  Parent   Company  Stock  covered  by  his  prior  actual
diversification  election or  elections).  In each case the resulting  number of
shares  of  Parent  Company  Stock  determined  to  be  subject  to a  Qualified
Participant's   diversification  election  for  a  Year  during  that  Qualified
Participant's  Qualified  Election  Period shall be rounded to the nearest whole
integer. In the case of the election year in which the last election can be made
by the  Qualified  Participant,  the  preceding  sentence  shall be  applied  by
substituting "50 percent" for "25 percent."

     If a Qualified Participant timely elects to diversify the investment of the
eligible portion of his Parent Company Stock Account,  the  Administrator  shall
direct the Trustee to distribute to the Participant no later than 180 days after
the close of the Year to which such  diversification  election  applies from his
Parent  Company Stock Account the number of shares of Parent  Company Stock with
respect  to which  he is  eligible  to and  actually  elects  to  diversify  the
investment  of his  Parent  Company  Stock  Account.  The  Participant  shall be



                                       69
<PAGE>

notified of his direct  rollover  rights under Section 11.11 with respect to the
shares  of  Parent  Company  Stock  to be  distributed  to him  pursuant  to his
diversification election.

                                   ARTICLE XIX

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

     Sec. 19.1 Minimum Allocation  Requirements.  Notwithstanding the provisions
of Section  4.3, for any Year in which the Plan is a Top Heavy Plan and no other
plan is  maintained  by an Employer or an  Affiliated  Company that provides the
minimum  benefit  applicable  to top heavy  plans  within the meaning of Section
416(g) of the Code, the  requirement  for 1,000 Hours of Service shall not apply
and Employer  contributions and forfeitures (excluding Employer contributions to
Social  Security)  which are allocated to any Participant who on the last day of
the Year is a Non-Key Employee who has satisfied the eligibility requirements of
Section  2.1,  shall not be less than the  lesser of (i) three  percent  of such
Participant's  Annual  Compensation  [as defined in Section  5.2(f)] or (ii) the
largest percentage of Employer  contributions,  as a percentage of the amount of
the Annual  Compensation  [as defined in Section 5.2(f)] of Participants who are
Key Employees,  but not in excess of the  Compensation  Limitation as defined in
Section 1.6  allocated  to any such  Participant  who is a Key Employee for that
Year; provided,  however, if the Employer maintains a defined benefit plan which
designates the Plan to satisfy  Section 401 or 410 of the Code, (ii) above shall
not apply.

     Sec. 19.2 Vesting Schedule. Notwithstanding the provisions of Section 10.2,
beginning  with the  first  Year in  which  the Plan is a Top  Heavy  Plan,  the
following provisions shall be applicable to Section 10.2:

(a)  Except as provided in Section  19.2(b)  below,  each  Participant  shall be
     entitled  (as a vested  interest)  to  receive  the  greater  of the vested
     interest  calculated  pursuant  to  Article X or a  percentage  of the then
     combined  balance to his credit in his Parent  Company  Stock  Account  and



                                       70
<PAGE>

     Other  Investments  Account  determined  in  accordance  with the following
     schedule:

       Years of Service (Vesting)               Vested Interest
       --------------------------               ---------------
            Less than 3                                 0%
            3 or more                                 100%

(b)  The  schedule in Section  19.2(a)  above shall not apply to the  Individual
     Account of any  Participant  who does not perform an Hour of Service  after
     the Determination Date on which the Plan first became a Top Heavy Plan; any
     such Participant's  vested interest in his Parent Company Stock Account and
     Other  Investments  Account shall be determined by applying the schedule in
     Section  10.2  of  the  Plan  as  applicable  to  the  Plan  prior  to  the
     Determination  Date on which the Plan first  became a Top Heavy Plan.  This
     Section 19.2 shall not apply for any Year beginning after March 31, 2007.

     Sec. 19.3 Definitions.

(a)  "Determination  Date"  means  for  any  Year  the  Anniversary  Date of the
     preceding  Year,  or in the  case  of the  first  Year  of  the  Plan,  the
     Anniversary Date of that Year.

(b)  "Key Employee"  means for Years  beginning  after March 31, 2007, as of any
     Determination Date, any Employee or former Employee (or Beneficiary of such
     Employee)  of an Employer  who, at any time during the Year which  includes
     the Determination Date, is:

     (i)  an officer of any Employer having Annual  Compensation  [as defined in
          Section  5.2(f)]  greater than  $145,000 [as  adjusted  under  Section
          416(i)(1) of the Code for Years beginning after March 31, 2008];

     (ii) a more than five-percent owner of any Employer; or

     (iii) a  more  than  one  percent  owner  of  any  Employer  having  Annual
          Compensation [as defined in Section 5.2(f)] from all Employers of more
          than $150,000.



                                       71
<PAGE>


     For  purposes  of  subsection  (b)(i),  no more than 50  Employees  (or, if
     lesser,  the  greater  of  three or ten  percent  of the  Employees  of all
     Employers) shall be treated as officers.  The constructive  ownership rules
     of Section 318 of the Code (or the principles of that section,  in the case
     of an  unincorporated  Employer) will apply to determine  ownership in each
     Employer.

(c)  "Non-Key Employee" means any Employee who is not a Key Employee.

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

(e)  "Required  Aggregation  Group" means (i) each qualified plan of an Employer
     in which at least one Key Employee participates or participated at any time
     during  the  determination  period  (regardless  of  whether  the  plan has
     terminated), and (ii) any other qualified plan of an Employer which enables
     a plan described in (i) to meet the  requirements of Sections  401(a)(4) or
     410 of the Code.

(f)  "Top Heavy  Plan"  means the Plan (i) if the Plan is not part of a Required
     Aggregation Group or a Permissive Aggregation Group and the Top Heavy Ratio
     for the Plan as of the Determination  Date exceeds 60 percent,  (ii) if the
     Plan is part of a Required  Aggregation  Group but not part of a Permissive
     Aggregation Group and the Top Heavy Ratio for the group of plans exceeds 60
     percent,  or (iii) if the Plan is part of a Required  Aggregation Group and
     part of a  Permissive  Aggregation  Group and the Top  Heavy  Ratio for the
     Permissive Aggregation Group exceeds 60 percent.

(g)  "Top Heavy Ratio" means"

     (i)  If the  Employer  maintains  one or more  defined  contribution  plans
          (including any simplified  employee pension plan) and the Employer has
          not  maintained  any defined  benefit  plan which  during the one-year
          period (five-year period in determining  whether the plan is top heavy
          for  Years   beginning   before   January  1,  2002)   ending  on  the
          Determination  Date(s) has or has had accrued benefits,  the Top Heavy



                                       72
<PAGE>

          Ratio  for the Plan  alone or for the  Required  Aggregation  Group or
          Permissive  Aggregation  Group,  as  appropriate,  is a fraction,  the
          numerator  of  which  is the sum of the  account  balances  of all Key
          Employees as of the Determination  Date(s)  (including any part of any
          account  balance  distributed  in the  one-year  period  ending on the
          Determination  Date in the  case of a  distribution  made for a reason
          other than  severance  from  employment,  death or  Disability  and in
          determining  whether the Plan is a Top Heavy Plan for Years  beginning
          before  January 1, 2002),  and the  denominator of which is the sum of
          all  account  balances  (including  any  part of any  account  balance
          distributed  in  the  one-year  period  ending  on  the  Determination
          Date(s))  (five-year  period ending on the  Determination  Date in the
          case of a  distribution  made for a reason other than  severance  from
          employment, death or Disability and in determining whether the Plan is
          a Top Heavy Plan for Years  beginning  before  January 1, 2002),  both
          computed in  accordance  with Section 416 of the Code and the Treasury
          regulations thereunder.  Both the numerator and denominator of the Top
          Heavy Ratio are  increased  to reflect any  contribution  not actually
          made as of the  Determination  Date, but which is required to be taken
          into  account  on that  date  under  Section  416 of the  Code and the
          Treasury regulations thereunder.

     (ii) If the  Employer  maintains  one or more  defined  contribution  plans
          (including  any  simplified  employee  pension  plan) and the Employer
          maintains or has  maintained  one or more defined  benefit plans which
          during the one-year period  (five-year  period in determining  whether
          the Plan is a Top Heavy  Plan for Years  beginning  before  January 1,
          2002) ending on the  Determination  Date(s) has or has had any accrued
          benefits,  the Top Heavy Ratio for any Required  Aggregation  Group or
          Permissive  Aggregation  Group,  as  appropriate,  is a fraction,  the
          numerator of which is the sum of account balances under the aggregated
          defined  contribution plan or plans for all Key Employees,  determined
          in accordance with subsection  (g)(i) above,  and the present value of



                                       73
<PAGE>

          accrued  benefits under the aggregated  defined  benefit plan or plans
          for  all  Key  Employees  as of the  Determination  Date(s),  and  the
          denominator  of which is the sum of the  account  balances  under  the
          aggregated  defined  contribution  plan or plans for all participants,
          determined in accordance with subsection (g)(i) above, and the present
          value of accrued  benefits under the defined benefit plan or plans for
          all participants as of the  Determination  Date(s),  all determined in
          accordance  with Section 416 of the Code and the Treasury  regulations
          thereunder.  The accrued benefits under a defined benefit plan in both
          the numerator and denominator of the Top Heavy Ratio are increased for
          any  distribution  of an accrued  benefit made in the one-year  period
          ending  on the  Determination  Date  (five-year  period  ending on the
          determination  date) in the case of a  distribution  made for a reason
          other than  severance  from  employment,  death or  Disability  and in
          determining  whether the Plan is a Top Heavy Plan for Years  beginning
          before January 1, 2002).

     (iii) For purposes of subsection (g)(i) and (ii) above the value of account
          balances and the present value of accrued  benefits will be determined
          as of the most recent  valuation  date that falls  within or ends with
          the  12-month  period  ending  on the  Determination  Date,  except as
          provided  in  Section  46 of the  Code  and the  Treasury  regulations
          thereunder  for the first and second  plan years of a defined  benefit
          plan of a Participant  (A) who is not a Key Employee but who was a Key
          Employee in a prior  year,  or (B) who has not been  credited  with at
          least one Hour of Service  with any Employer  maintaining  the Plan at
          any time during the one-year period  (five-year  period in determining
          whether  the Plan is a Top  Heavy  Plan  for  Years  beginning  before
          January 1, 2002) ending on the Determination Date will be disregarded.
          The  calculation  of the Top  Heavy  Ratio,  and the  extent  to which
          distributions, rollovers, and transfers are taken into account will be
          made in  accordance  with  Section  416 of the Code  and the  Treasury
          regulations thereunder.  Deductible employee contributions will not be
          taken into account for purpose of computing the Top Heavy Ratio.  When



                                       74
<PAGE>

          aggregating  plans the value of account  balances and accrued benefits
          will be calculated with reference to the Determination Dates that fall
          within the same calendar year.

          The accrued  benefit of a Participant  other than a Key Employee shall
          be determined under (A) the method, if any, that uniformly applies for
          accrual  purposes  under all defined  benefit plans  maintained by the
          Employer,  or (B) if  there  is not such  method,  as if such  benefit
          accrued not more rapidly than the slowest accrual rate permitted under
          the fractional rule of Section 411(b)(1)(C) of the Code.

     IN WITNESS WHEREOF, The RectorSeal Corporation,  the Company, acting by and
through its duly authorized officers,  has caused this revised and restated Plan
to be executed as of the day and year first above written.

                                                      THE RECTORSEAL CORPORATION



                                                      By
                                                        ------------------------