Exhibit 10.2


                        RETIREMENT PLAN FOR EMPLOYEES OF

                CAPITAL SOUTHWEST CORPORATION AND ITS AFFILIATES

                 As Amended and Restated Effective April 1, 2006
































                          Capital Southwest Corporation
                                  Dallas, Texas








<PAGE>

                                TABLE OF CONTENTS


Section                                                                     Page

         DEFINITIONS:  PARTICIPATION
1.1  -   Definitions.........................................................1-1
1.2  -   Participation......................................................1-21
1.3  -   Leave of Absence and Termination of Service........................1-22
1.4  -   Reemployment.......................................................1-25
1.5  -   Transfer to or From Status as an Eligible Employee.................1-34
1.6  -   Participation and Benefits for Former Leased Employees.............1-37
1.7  -   Rights of Other Employers to Participate...........................1-38
1.8  -   Service and Termination of Service.................................1-40


         NORMAL AMOUNT AND PAYMENT OF RETIREMENT INCOME
2.1  -   Normal Retirement and Retirement Income.............................2-1
2.2  -   Early Retirement and Retirement Income..............................2-5
2.3  -   Disability Retirement and Retirement Income.........................2-6
2.4  -   Benefits Other Than on Retirement..................................2-11


         SPECIAL PROVISIONS REGARDING PAYMENT OF BENEFITS
3.1  -   Optional Forms of Retirement Income.................................3-1
3.2  -   Lump-Sum Payment of Small Retirement Income.........................3-7
3.3  -   Benefits Applicable to Participant Who Has Been
         or Is Employed by Two or More Employers.............................3-8
3.4  -   No Duplication of Benefits..........................................3-9
3.5  -   Funding of Benefits Through Purchase of
         Life Insurance Contract or Contracts................................3-9


         GOVERNMENTAL REQUIREMENTS AFFECTING BENEFITS
4.1  -   Special Provisions Regarding Amount and
         Payment of Retirement Income........................................4-1
4.2  -   Limitations on Benefits Required
         by the Internal Revenue Service....................................4-20
4.3  -   Benefits Nonforfeitable if Plan Is Terminated......................4-22
4.4  -   Merger of Plan.....................................................4-23
4.5  -   Termination of Plan and Distribution of Trust Fund.................4-23
4.6  -   Special Provisions that Apply if Plan is Top-Heavy.................4-29
4.7  -   Transfers..........................................................4-37
4.8  -   Minimum Distribution Requirements..................................4-38


         MISCELLANEOUS PROVISIONS REGARDING PARTICIPANTS
5.1  -   Participants to Furnish Required Information........................5-1
5.2  -   Beneficiaries.......................................................5-2


<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

Section                                                                     Page


5.3  -   Contingent Beneficiaries............................................5-3
5.4  -   Participants' Rights in Trust Fund..................................5-4
5.5  -   Benefits Not Assignable.............................................5-4
5.6  -   Benefits Payable to Minors and Incompetents.........................5-5
5.7  -   Conditions of Employment Not Affected by Plan.......................5-6
5.8  -   Notification of Mailing Address.....................................5-6
5.9  -   Written Communications Required.....................................5-7
5.10 -   Benefits Payable at Office of Trustee...............................5-7
5.11 -   Appeal to Committee.................................................5-8


         MISCELLANEOUS PROVISIONS REGARDING THE EMPLOYER
6.1  -   Contributions.......................................................6-1
6.2  -   Employer's Contributions Irrevocable................................6-1
6.3  -   Forfeitures.........................................................6-2
6.4  -   Amendment of Plan...................................................6-2
6.5  -   Termination of Plan.................................................6-4
6.6  -   Expenses of Administration..........................................6-5
6.7  -   Formal Action by Employer...........................................6-5


         ADMINISTRATION
7.1  -   Administration by Committee.........................................7-1
7.2  -   Officers of Committee; Service Providers............................7-2
7.3  -   Action by Committee.................................................7-2
7.4  -   Rules and Regulations of Committee..................................7-3
7.5  -   Powers of Committee.................................................7-3
7.6  -   Duties of Committee.................................................7-4
7.7  -   Indemnification of Certain Fiduciaries..............................7-5
7.8  -   Actuary.............................................................7-5
7.9  -   Fiduciaries.........................................................7-6
7.10 -   Applicable Law......................................................7-8


         TRUST FUND
8.1  -   Purpose of Trust Fund...............................................8-1
8.2  -   Benefits Supported Only by Trust Fund...............................8-1
8.3  -   Trust Fund Applicable Only to Payment of Benefits...................8-1


         First Supplement


<PAGE>


                        RETIREMENT PLAN FOR EMPLOYEES OF
                CAPITAL SOUTHWEST CORPORATION AND ITS AFFILIATES
                 As Amended and Restated Effective April 1, 2006


                                  INTRODUCTION

     Capital  Southwest  Corporation  adopted and established a retirement plan,
called the Capital Southwest Corporation Retirement Plan, for the benefit of its
eligible employees effective as of April 1, 1966. Effective as of April 1, 1972,
the  Comprehensively  Amended Retirement Plan for Employees of Capital Southwest
Corporation  was adopted by Capital  Southwest  Corporation  as an amendment and
restatement of the aforementioned retirement plan and, in conjunction therewith,
the Retirement Trust for Employees of Capital Southwest  Corporation was adopted
as an amendment and restatement of the original trust agreement. Effective as of
January  1,  1974,  Capital  Southwest  Corporation  amended  and  restated  the
aforementioned  Comprehensively Amended Retirement Plan for Employees of Capital
Southwest Corporation in its entirety as set forth in an instrument known as the
Retirement  Plan  for  Employees  of  Capital  Southwest   Corporation  and,  in
conjunction  therewith,  the  aforementioned  Retirement  Trust for Employees of
Capital  Southwest  Corporation  was amended and restated in its entirety as set
forth in a trust  agreement  of the same  title.  The said  Retirement  Plan for
Employees of Capital Southwest Corporation and Retirement Trust for Employees of
Capital Southwest  Corporation were  subsequently  amended and restated in their
entirety  effective as of April 1, 1976, as set forth in instruments of the same
titles.  Capital Southwest Management  Corporation was formed as a subsidiary of
Capital  Southwest  Corporation in December of 1986, and effective as of January
1, 1987, the employees of Capital Southwest Corporation were transferred to, and


<PAGE>
                                      -2-



became  employees of, Capital  Southwest  Management  Corporation  which, as the
successor employer of such employees,  continued the  aforementioned  retirement
plan on their behalf.
     The Whitmore Manufacturing Company under date of July 14, 1961 entered into
a trust agreement whereby it established a retirement plan and trust for certain
of its  employees,  and under date of April 14, 1965 entered into another  trust
agreement  whereby it  established  a  different  retirement  plan and trust for
certain of its other  employees.  The  retirement  plans set forth in such trust
agreements were known as The Whitmore  Manufacturing Company Retirement Plan and
The  Whitmore  Manufacturing  Company  Hourly Rate Pension  Plan,  respectively.
Effective as of March 1, 1976, the trust agreements setting forth the provisions
of the  aforementioned  retirement  plans were  amended and  restated,  and such
amended and restated  retirement plans were  subsequently  known as The Whitmore
Manufacturing  Company Revised  Retirement  Plan and The Whitmore  Manufacturing
Company Revised Hourly Rate Pension Plan, respectively. Effective as of March 1,
1980, the said The Whitmore  Manufacturing  Company Revised  Retirement Plan and
The Whitmore  Manufacturing  Company Revised Hourly Rate Pension Plan were again
amended and restated,  and were consolidated into a single plan and trust, known
as the Retirement Plan for Employees of The Whitmore  Manufacturing  Company and
the Retirement Trust for Employees of The Whitmore Manufacturing Company.
     The Retirement Plan for Employees of The Rectorseal Corporation was adopted
by The RectorSeal Corporation effective as of April 1, 1976, as an amendment and
restatement of the retirement plan and trust which it had originally established
for the benefit of its eligible  employees  effective as of January 1, 1972. The
said   Retirement   Plan  for  Employees  of  The  Rectorseal   Corporation  was
subsequently amended and restated in its entirety effective as of April 1, 1984,
as set forth in an instrument of the same title.
     The  Retirement  Plan for  Employees  of  Jet-Lube,  Inc.  was  adopted  by
Jet-Lube,  Inc. effective as of April 1, 1976 as an amendment and restatement of

<PAGE>
                                      -3-


the  retirement  plan and  trust  which it had  originally  established  for the
benefit  of its  eligible  employees  effective  as of June 13,  1973.  The said
Retirement  Plan for Employees of Jet-Lube,  Inc. was  subsequently  amended and
restated  in its  entirety  effective  as of April 1,  1984,  as set forth in an
instrument of the same title.
     The  aforementioned  Retirement  Plan for  Employees  of Capital  Southwest
Corporation and Retirement Trust for Employees of Capital Southwest Corporation,
Retirement  Plan  for  Employees  of  The  Whitmore  Manufacturing  Company  and
Retirement Trust for Employees of The Whitmore Manufacturing Company, Retirement
Plan  for  Employees  of The  Rectorseal  Corporation  and  Retirement  Plan for
Employees of Jet-Lube,  Inc. have  subsequently  been amended from time to time,
and said retirement plans and trust agreements were further amended and restated
in their  entirety  effective as of April 1, 1989 as set forth in an  instrument
known as the Retirement Plan for Employees of Capital Southwest  Corporation and
Its Affiliates, and in a trust agreement,  titled Retirement Trust for Employees
of Capital  Southwest  Corporation and Its Affiliates.  In conjunction with such
amendment and restatement,  said retirement plans were  consolidated and merged,
effective  as of April 1,  1989,  into a "single  plan"  within  the  meaning of
Section  414(l) of the Internal  Revenue Code and  regulations  issued  pursuant
thereto.  Said retirement plan, as amended and restated effective as of April 1,
1989, contained special provisions for certain employees whose service commenced
prior to such date as set forth in a supplement  thereto which was identified as
the "First  Supplement  to Retirement  Plan for  Employees of Capital  Southwest
Corporation and Its Affiliates as Amended and Restated Effective April 1, 1989."
     The said Retirement Plan for Employees of Capital Southwest Corporation and
Its  Affiliates  has  subsequently  been  amended  from  time to time,  and said
retirement  plan is being further  amended and is being restated in its entirety
effective as of April 1, 2006 set forth in this instrument.

<PAGE>
                                      -4-


     The  aforementioned  First  Supplement to Retirement  Plan for Employees of
Capital  Southwest  Corporation and Its Affiliates as in effect on April 1, 1989
shall  be  attached  to and  made a part of the  plan as  amended  and  restated
effective  April 1, 2006,  and all  references to the "plan" in said  supplement
shall on and  after  April 1, 2006  refer to the plan as  amended  and  restated
effective  April 1, 2006 set forth herein and  references in said  supplement to
specified sections in the plan shall refer to the corresponding  sections in the
amended and restated plan even though the  corresponding  section in the amended
and restated plan may not have the same section number that is specified in said
supplement.
     Subject to receipt by the  aforementioned  Employers of a favorable  ruling
that the  qualified  status of the  Retirement  Plan for  Employees  of  Capital
Southwest  Corporation and Its Affiliates and the Retirement Trust for Employees
of Capital  Southwest  Corporation and Its Affiliates  under Sections 401(a) and
501(a) of the Internal Revenue Code is not adversely  affected by such amendment
and  restatement,  each  person who  becomes a  participant  hereunder  shall be
entitled upon his  retirement or  termination of service to such benefits as are
specified in the provisions which follow.


<PAGE>

                                       1-1

                                    SECTION 1

                           DEFINITIONS: PARTICIPATION

1.1 - DEFINITIONS

     (A) The following terms as used herein shall have the meanings stated below
unless a different meaning is plainly required by the context:

     (1)  "Accrued  Deferred  Monthly  Retirement  Income  Commencing  at Normal
          Retirement Date" shall mean the monthly retirement income,  payable in
          the  manner  described  in Section  2.1(C)  hereof  commencing  at the
          Participant's  Normal  Retirement  Date,  which he has accrued as of a
          given date and,  with  respect to any given date on or after  April 1,
          1998 and prior to April 1, 2007, shall be equal to the sum of:

          (a)  1.25% of his Final  Average  Monthly  Compensation  at such given
               date  multiplied  by his number of years of  Credited  Service at
               such given date that are not in excess of 35 years;

               plus

          (b)  0.65% of that  portion,  if any,  of his  Final  Average  Monthly
               Compensation  at such given date that is in excess of the Monthly
               Covered  Compensation  that  applies  to him at such  given  date
               multiplied  by his  number of years of  Credited  Service at such
               given date that are not in excess of 35 years;

          provided, however, that the Accrued Deferred Monthly Retirement Income
          Commencing at Normal  Retirement  Date which a Participant has accrued
          as of a given  date  shall not  exceed an amount  that is  actuarially
          equivalent  as of such given date to the maximum  amount of retirement
          income  permitted under Section 415 of the Internal  Revenue Code; and
          provided further,  however,  that the provisions of Section 4.6 hereof
          shall apply in determining  the Accrued  Deferred  Monthly  Retirement
          Income  Commencing at Normal  Retirement Date of a Participant who has
          accrued  Vesting  Service  during  any  Plan  Year  that  the  Plan is
          top-heavy.

          Notwithstanding  the foregoing  provisions of this Section  1.1(A)(1),
          the Accrued Deferred Monthly  Retirement  Income  Commencing at Normal
          Retirement  Date of a Participant  at any given date shall not be less
          than the Accrued  Deferred  Monthly  Retirement  Income  Commencing at
          Normal Retirement Date which the Participant has



<PAGE>
                                       1-2


          accrued as of March 31, 1998,  based upon the  Participant's  Credited
          Service,  Final  Average  Monthly  Compensation,  and Monthly  Covered
          Compensation  (or,  if  applicable,  the  corresponding  terms used to
          compute his accrued benefit under the Superseded  Plan)  determined as
          of the  earlier of March 31,  1998,  or the date of the  Participant's
          termination of service, under the provisions of the Plan and the First
          Supplement then in effect.

          Effective  April 1, 2007,  the  Accrued  Deferred  Monthly  Retirement
          Income  Commencing at Normal  Retirement  Date which a Participant has
          accrued as of a given date on or after  April 1, 2007,  shall be equal
          to the sum of:

          (a)  1.20% of his Final  Average  Monthly  Compensation  at such given
               date  multiplied  by his number of years of  Credited  Service at
               such given date that are not in excess of 35 years;

               plus

          (b)  0.65% of that  portion,  if any,  of his  Final  Average  Monthly
               Compensation  at such given date that is in excess of the Monthly
               Covered  Compensation  that  applies  to him at such  given  date
               multiplied  by his  number of years of  Credited  Service at such
               given date that are not in excess of 35 years.

          Notwithstanding  the foregoing  provisions of this Section  1.1(A)(1),
          the Accrued Deferred Monthly  Retirement  Income  Commencing at Normal
          Retirement  Date of a Participant  at any given date on or after April
          1,  2007,  shall  not  be  less  than  the  Accrued  Deferred  Monthly
          Retirement  Income  Commencing  at Normal  Retirement  Date  which the
          Participant  has  accrued  as  of  March  31,  2007,  based  upon  the
          Participant's  Credited Service,  Final Average Monthly  Compensation,
          and Monthly Covered Compensation determined as of the earlier of March
          31, 2007,  or the date of the  Participant's  termination  of service,
          under the provisions of the Plan and the Supplements then in effect.

     (2)  "Annuity  Starting  Date" shall have the  meaning  assigned in Section
          417(f)  of the  Internal  Revenue  Code and  regulations  issued  with
          respect  thereto  and shall be the first day of the first  period  for
          which an amount is payable  (not the  actual  date of  payment)  as an
          annuity or any other form. Any auxiliary  disability benefits shall be
          disregarded in determining the Annuity Starting Date.

<PAGE>
                                       1-3



          Unless  otherwise  qualified by the context,  the regularly  scheduled
          Annuity Starting Date of a Participant shall be:

          (a)  in the case of the benefit payable under Section 2.1 in the event
               of his normal  retirement,  the first day of the month coincident
               with or next following the date of his retirement or his Required
               Beginning Date, whichever is earlier;

          (b)  in the case of the benefit payable under Section 2.2 in the event
               of his early  retirement,  the first day of the month  coincident
               with or next following the date of his retirement;

          (c)  in the case of the benefit payable under Section 2.3 in the event
               of his disability retirement, the date as of which his disability
               retirement  income  payments are scheduled to start under Section
               2.3(F);

          (d)  in the case of the benefit  payable under  Section  2.4(A) in the
               event  of  termination  of  service  with a vested  benefit,  the
               Participant's Normal Retirement Date or, if applicable, the first
               day of the month  prior to his  Normal  Retirement  Date that the
               Participant  has elected in  accordance  with the  provisions  of
               Section  2.4(A) to start  receiving  the  benefits to which he is
               entitled under such section; and

          (e)  in the case of the benefit payable under Section 3.2 hereof,  the
               first day of the month coincident with or next following the date
               of termination of the Participant's service;  provided,  however,
               if payment is not made under  Section  3.2 as of the first day of
               the  month   coincident  with  or  next  following  the  date  of
               termination  of his service  but the  Committee  establishes,  in
               accordance with a uniform policy applied without  discrimination,
               a  subsequent  date as of  which  calculations  shall  be made to
               determine if voluntary or involuntary cashouts shall be permitted
               or required as of such  subsequent  date under the  provisions of
               Section 3.2, the Annuity  Starting Date shall be such  subsequent
               date  established  by the Committee if payment is made under such
               section as of such subsequent date;


<PAGE>
                                      1-4



               provided,  however,  if the  Participant  elects  pursuant to the
               provisions of Section 3.1 hereof to defer the commencement of the
               benefit to which he is entitled  to a date  beyond the  regularly
               scheduled  Annuity  Starting Date  described  above,  his Annuity
               Starting Date shall be such later date of commencement  specified
               in his election.

     (3)  "Beneficiary"  shall mean the  person or  persons  or other  entity on
          whose  behalf   benefits  may  be  payable  under  the  Plan  after  a
          Participant's death in accordance with the provisions hereof.

     (4)  "Break in Service"  shall mean a period of severance of 12 consecutive
          months  or longer  that  immediately  follows  an  employee's  date of
          termination of service and  immediately  precedes the date, if any, on
          which he next performs an Hour of Service.

     (5)  "Committee" shall mean the Retirement Committee appointed from time to
          time to administer  the Plan pursuant to the provisions of Section 7.1
          hereof.

     (6)  "Compensation" shall mean the sum of:

          (a)  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  applicable  calendar  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 a qualified defined contribution plan maintained by the
               Employer,  moving  expenses,  welfare  benefits,  and  all  other
               extraordinary compensation; and

          (b)  the  amounts,  if any,  that  would have been  includable  in the
               employee's Compensation under (a) above for such calendar year if
               they had not  been  contributed  on his  behalf  by the  Employer
               pursuant  to a  salary  reduction  agreement  and  had  not  been
               excluded  from his gross income under the  provisions  of Section
               125   (cafeteria    plans),    Section    132(f)(4)    (qualified
               transportation  fringes),  or Section 402(e)(3) (cash or deferred
               arrangements) of the Internal Revenue Code. Amounts under Section
               125 include any amounts not available to a Participant in cash in
               lieu of group health  coverage  because the Participant is unable
               to certify that he has other health coverage;  provided that such
               an amount shall be treated as an amount under Section 125 only if
               the Employer  does not request or collect  information  regarding

<PAGE>
                                      1-5


               such   Participant's   other  health  coverage  as  part  of  the
               enrollment process for the health plan.

     Any  provisions   above  to  the  contrary   notwithstanding,   the  annual
     Compensation  of a  Participant  for  any  given  calendar  year  or  other
     specified  12-consecutive-month  period,  which is taken into  account with
     respect to  contributions  to the Plan and to benefits  accruing  under the
     Plan shall not exceed the  maximum  annual  compensation  that may be taken
     into account  under  Section  401(a)(17)  of the Internal  Revenue Code and
     regulations issued with respect thereto (the "IRC Section 401(a)(17) Annual
     Compensation Limit").

     The IRC Section  401(a)(17) Annual  Compensation  Limit with respect to any
     given calendar year or other specified 12-consecutive-month period shall be
     equal to $200,000 or such  increased or decreased  amount,  as the case may
     be,  that  applies  as of the  January  1  coincident  with or  immediately
     preceding  the  beginning of such given  calendar  year or other  specified
     12-consecutive-month   period,   pursuant  to  the  provisions  of  Section
     401(a)(17)  of  the  Internal  Revenue  Code,  as  amended  and  rules  and
     regulations  issued with  respect  thereto.  The  $200,000  limit on annual
     Compensation shall be adjusted for  cost-of-living  increases in accordance
     with Section 401(a)(17)(B) of the Internal Revenue Code.

     Notwithstanding the foregoing, for purposes of determining benefit accruals
     in a Plan Year  beginning  after  December 31, 2001,  Compensation  for any
     given  calendar  year  or  other  specified   12-consecutive-month   period
     beginning before January 1, 2002 shall be limited to $200,000.

     In the event  that  Compensation  under the Plan is  determined  based on a
     period of time that contains fewer than 12 calendar months, the IRC Section
     401(a)(17) Annual Compensation Limit for that period of time shall be equal
     to the IRC Section  401(a)(17) Annual  Compensation  Limit for the calendar
     year during which such period of time begins  multiplied by the fraction in
     which the numerator is the number of full months in such period of time and
     the denominator is 12.

     Any  provisions  herein to the contrary  notwithstanding,  a  Participant's
     accrued  benefit as of March 31,  1989 shall not be reduced  due to the IRC
     Section  401(a)(17) Annual  Compensation  Limit which was imposed under the
     Superseded  Plan  effective  as of  April  1,  1989  on the  amount  of his
     Compensation.   In  the  event  that  the  IRC  Section  401(a)(17)  Annual
     Compensation  Limit  is  reduced  effective  as of any date  subsequent  to
     January 1, 1989, a Participant's  accrued benefit  immediately prior to the
     date that such reduction  becomes effective shall not be reduced due to the
     reduction in such limit.

<PAGE>
                                      1-6



     (7)  "Controlled Group Member" shall mean:

          (a)  the Employer;

          (b)  any  corporation or association  that is a member of a controlled
               group of  corporations  (within the meaning of Section 1563(a) of
               the Internal Revenue Code,  determined  without regard to Section
               1563(a)(4) and Section  1563(e)(3)(C) of said Code,  except that,
               for the  purposes of applying  the  limitations  on benefits  and
               contributions that are required under Section 415 of the Internal
               Revenue Code and are  described in Section  4.1(A)  hereof,  such
               meaning shall be determined by substituting the phrase "more than
               50%" for the  phrase "at least 80%" each place that it appears in
               Section  1563(a)(1)  of said  Code)  with  respect  to which  the
               Employer is a member;

          (c)  any trade or business (whether or not incorporated) that is under
               common control with the Employer as determined in accordance with
               Section  414(c)  of the  Internal  Revenue  Code and  regulations
               issued thereunder;

          (d)  any  service  or  other  organization  that  is a  member  of  an
               affiliated service group (within the meaning of Section 414(m) of
               the Internal  Revenue Code) with respect to which the Employer is
               a member; and

          (e)  any other  entity  required to be  aggregated  with the  Employer
               pursuant to  regulations  under  Section  414(o) of the  Internal
               Revenue Code.

     (8)  "Credited  Service"  shall  mean the  total  period  of an  employee's
          service with the Employer,  computed in completed  months,  during the
          period  beginning  on his Last Date of  Commencement  of  Service  and
          ending on the date of his  retirement  or  termination  of service or,
          where applicable, ending on such other date as is specified hereunder;
          provided,  however,  that the  following  provisions  shall apply with
          respect  to any  period of such an  employee's  service  that would be
          included in his Credited  Service in  accordance  with the  provisions
          above:

          (a)  any complete  calendar month that the employee is absent from the
               service  of the  Employer  will be  excluded  from  his  Credited
               Service unless he receives regular Compensation from the Employer

<PAGE>
                                      1-7


               for all or any  portion  of such  calendar  month  and  except as
               otherwise provided below; and

          (b)  any absence due to the employee's  engagement in military service
               will,  except as provided  below,  be  included  in his  Credited
               Service if such absence is covered by a leave of absence  granted
               by the Employer or is by reason of  compulsory  military  service
               and provided that such employee  returns from such absence within
               the period of time prescribed in Section 1.3 hereof; and

          (c)  any  service  that the  employee  accrued  prior to April 1, 1976
               while he was employed on a part-time basis or for a temporary job
               will be excluded from his Credited Service;

          and provided  further,  however,  that the  provisions  of Section 1.4
          hereof shall apply in the case of an employee who is reemployed with a
          reinstatement  of Credited  Service  accrued prior to his Last Date of
          Commencement of Service and the provisions of Section 1.5 hereof shall
          apply in the case of an  employee  who is  transferred  to or from his
          status as an eligible Employee.

          Any period of an employee's service prior to the Effective Date of the
          Plan that was either  included  with or excluded from the service used
          to determine his accrued  retirement  income under the Superseded Plan
          for any reason  specified under the terms of the Superseded Plan as in
          effect on the day immediately preceding the Effective Date of the Plan
          shall be  included  with or  excluded  from,  as the case may be,  his
          Credited  Service under the  provisions  of the Plan,  except that any
          such period of service shall not be excluded on or after April 1, 1988
          from a Participant's  Credited Service solely because of the fact that
          it was accrued after his Normal Retirement Date.

     (9)  "Designated Nonparticipating Employer" shall mean:

          (a)  any  Controlled  Group  Member that is not an Employer as defined
               herein; and

          (b)  any other corporation, association,  proprietorship,  partnership
               or other  business  organization  that (i) is not an  Employer as
               defined herein and (ii) the Sponsoring Employer, by formal action
               on its  part in the  manner  described  in  Section  6.7  hereof,
               designates  on the  basis of a  uniform  policy  applied  without
               discrimination  as a "Designated  Nonparticipating  Employer" for
               the purposes of the Plan.

<PAGE>
                                      1-8



     (10) "Earliest Annuity Commencement Date" shall mean:

          (a)  the first day of the month  coincident with or next following the
               date  of  termination  of  the  Participant's  service  if he has
               satisfied the age and service  requirements  to be eligible for a
               normal or early retirement benefit under the provisions hereof as
               of such termination date; or

          (b)  the  earliest  date as of which the  Participant  could  elect to
               start receiving  retirement  income payments under the provisions
               of Section  2.4(A) hereof if his service were  terminated  and he
               had not satisfied the age and service requirements to be eligible
               for a normal or early  retirement  benefit  under the  provisions
               hereof as of such termination date.

     (11) "Effective  Date of the Plan"  shall  mean April 1, 2006 or such later
          date as of which the Plan first became  effective  with respect to the
          particular Employer concerned.

     (12) "Eligibility  Computation Period" shall mean the  12-consecutive-month
          period that is used for the purpose of  determining  a year of service
          for eligibility to participate in the Plan. Initially, the Eligibility
          Computation Period shall be the 12-consecutive-month  period beginning
          on the Employee's Last Date of Commencement of Service and ending with
          the first  anniversary  of his Last Date of  Commencement  of Service;
          provided,  however,  if the Employee  fails to complete 1,000 Hours of
          Service  during  such  initial  Eligibility  Computation  Period,  the
          Eligibility Computation Period shall mean the Plan Year, and the first
          of such Plan Year  Eligibility  Computation  Periods shall be the Plan
          Year that overlaps the first  anniversary of the Employee's  Last Date
          of Commencement of Service.

     (13) "Employee"  shall mean any person on the payroll of the Employer whose
          wages from the Employer are subject to withholding for the purposes of
          Federal  income  taxes and for the  purposes of the Federal  Insurance
          Contributions  Act;  provided,  however,  that  such  term  shall  not
          include:

          (a)  any such person who is employed at any  division or branch of any
               Employer  that is  formed  or  acquired  by or  merged  into  the
               Employer  after  the  Effective  Date  of  the  Plan  unless  the
               Employer, by formal action on its part in the manner described in
               Section 6.7 hereof,  provides  that such persons who are employed
               at such  division or branch shall,  subject to the  provisions of

<PAGE>
                                      1-9


               (b), (c) and (d) below, be eligible for participation in the Plan
               in accordance with the provisions hereof;

          (b)  any such person who is a participant and is accruing benefits (or
               who, upon his  satisfaction  of any age and service  requirements
               specified  thereunder  as a condition of  participation,  will be
               eligible to become a participant  and accrue  benefits) under any
               other  qualified  defined  benefit pension plan maintained by the
               Employer  or to which the  Employer  makes  contributions  on his
               behalf based upon his employment with the Employer;

          (c)  any such person who is included in a unit of persons  employed by
               the Employer who are covered by an agreement  which the Secretary
               of Labor finds to be a collective  bargaining  agreement  between
               employee  representatives and the Employer if retirement benefits
               were the subject of good faith  bargaining  between such employee
               representatives  and  the  Employer  and  such  persons  are  not
               required by that agreement to be covered in the Plan;

          (d)  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;

          (e)  the   Director  of  Business   Development   of  Cargo   Chemical
               Corporation;

          (f)  any such person who is a  nonresident  alien and who  receives no
               earned  income  (within  the  meaning  of  Section  911(b) of the
               Internal Revenue Code) from the Employer which constitutes income
               from  sources  within the United  States  (within  the meaning of
               Section 861(a)(3) of the Internal Revenue Code); or

          (g)  any such  person who is treated by an Employer at the time of his
               performance  of  services  for such  Employer  as either a leased
               employee  (within the meaning of Section  414(n) of the  Internal
               Revenue Code) or an independent contractor for Federal income tax
               purposes.

<PAGE>
                                      1-10



          A person in the  employment  of the  Employer  shall be deemed for the
          purposes of the Plan to be  included in a unit of persons  employed by
          the Employer who are covered by an  agreement  which the  Secretary of
          Labor finds to be a collective  bargaining  agreement between employee
          representatives and the Employer as long as he is permanently assigned
          to a job  or  job  classification  covered  by  the  terms  of  such a
          collective  bargaining  agreement.  In the event  any such  collective
          bargaining agreement expires or is terminated, it shall be deemed that
          such collective bargaining agreement continues to cover all persons in
          the employment of the Employer who are permanently assigned to jobs or
          job classifications covered thereby, in accordance with the provisions
          thereof,  during the period of time  subsequent  to the  expiration or
          termination thereof, but in no case to exceed 12 months, provided that
          negotiations commence and ensue between the parties to such expired or
          terminated  agreement  for  the  purpose  of  entering  into  a new or
          modified  collective  bargaining  agreement  to replace the expired or
          terminated  agreement.  In the  event  of the  complete  cessation  of
          negotiations  without the  adoption  of a new or  modified  collective
          bargaining  agreement  prior to the lapse of a 12-month period of time
          from the date of the  expiration  or  termination  of such  collective
          bargaining agreement,  then such expired or terminated agreement shall
          for the  purposes of the Plan be deemed to cease  covering the persons
          in the employment of the Employer who are permanently assigned to jobs
          or  job  classifications  covered  thereby  as of  the  date  of  such
          cessation and not before.

     (14) "Employer" shall mean,  collectively or  distributively as the context
          may  indicate,  the  Sponsoring  Employer and any other  corporations,
          associations, joint ventures,  proprietorships,  partnerships or other
          business  organizations that have adopted and are participating in the
          Plan in accordance with the provisions of Section 1.7 hereof.

     (15) "Final  Average  Monthly  Compensation"  shall mean the  Participant's
          average  monthly rate of  Compensation  from the Employer for the five
          successive  calendar  years,  out of the 10 completed  calendar  years
          immediately  preceding the first day of the month  coincident  with or
          next following the date on which his service terminates for any reason
          (or,  where  applicable,  immediately  preceding such other date as is
          specified  hereunder),  that give the highest  average monthly rate of
          Compensation  for the  Participant.  If a Participant  completes fewer
          than five  successive  calendar years of employment  with the Employer
          preceding such date, his actual number of calendar years of employment
          shall  be  substituted  for  such  five-calendar-year  period  for the
          purpose of determining his Final Average Monthly Compensation.

<PAGE>
                                      1-11



          The  Participant's  average  monthly  rate  of  Compensation  will  be
          determined by dividing the total  Compensation  received by him during
          such five-calendar-year period (or such lesser period described above)
          by the number of months for which he  received  Compensation  from the
          Employer  in such  five-calendar-year  period (or such  lesser  period
          described  above).   The  number  of  months  for  which  he  received
          Compensation  from the Employer may be computed,  to the extent he was
          paid on other than a monthly basis,  by determining  the number of pay
          periods ending within such  five-calendar-year  period (or such lesser
          period  described above) for which he received  Compensation  from the
          Employer and  converting  such pay periods into months by dividing the
          number thereof,  if weekly,  by 4-1/3, if biweekly,  by 2-1/6, and, if
          semi-monthly, by 2.

          In computing Final Average Monthly  Compensation for a Participant who
          has returned to the active  service of the  Employer  following a full
          calendar  year or calendar  years  during which he did not receive any
          regular  Compensation  from the Employer because of a leave of absence
          granted  by  the  Employer  or  because  of  his  reemployment  with a
          reinstatement  of his prior  Vesting  Service and Credited  Service as
          described in Section 1.4 hereof,  such full  calendar year or calendar
          years  during which he did not receive any regular  Compensation  from
          the  Employer  shall be  ignored or  excluded  in  determining  the 10
          completed  calendar years and the five  successive  calendar years (or
          such lesser  period  described  above) to be used in  determining  the
          Participant's Final Average Monthly Compensation at a subsequent date.

          Anything  above to the contrary  notwithstanding,  if a  Participant's
          service  is  terminated  for any reason  and he has not  received  any
          Compensation  during any preceding  calendar years, his "Final Average
          Monthly   Compensation"   shall  mean  his  average  monthly  rate  of
          Compensation  received  from the Employer  during the calendar year in
          which  his  service  was  terminated.  Such  average  monthly  rate of
          Compensation  will be  determined  in  accordance  with the  procedure
          described above,  based upon the total  Compensation  that he received
          and the number of months for which he received  Compensation  from the
          Employer during such calendar year.

          Notwithstanding  any  provision  of  this  Section  1.1(A)(15)  to the
          contrary,  for purposes of determining a Participant's average monthly
          rate of  Compensation  on or after April 1, 1998 and prior to April 1,
          2007,  the  Participant's  Compensation  for a calendar year shall not
          include the portion of any bonus or  aggregated  bonuses  paid in such
          calendar  year which exceeds (a) 40% of the  Participant's  total base

<PAGE>
                                      1-12


          pay in the calendar  year, for years prior to 2003, and (b) 25% of the
          Participant's  total base pay in the  calendar  year,  for years after
          2002. Provided,  however,  that the Participant's  retirement benefits
          under the Plan on and after January 1, 2003 shall not be less than the
          Accrued  Deferred  Monthly  Retirement  Income  Commencing  at  Normal
          Retirement  Date that the  Participant  has accrued as of December 31,
          2002 using 'Final Average Monthly Compensation'  determined as of such
          date without regard to clause (b) of the preceding sentence.


          Notwithstanding  any  provision  of  this  Section  1.1(A)(15)  to the
          contrary,  for purposes of determining a Participant's average monthly
          rate of  Compensation  on or after  April 1, 2007,  the  Participant's
          Compensation  for a calendar year shall not include the portion of any
          bonus,  aggregated bonuses, or sales commissions paid in such calendar
          year  which  exceeds  25% of the  Participant's  total base pay in the
          calendar  year,  for years after  2006.  Provided,  however,  that the
          Participant's benefits under the Plan on and after April 1, 2007 shall
          not be less  than  the  Accrued  Deferred  Monthly  Retirement  Income
          Commencing at Normal  Retirement Date that the Participant has accrued
          as of March  31,  2007  using  "Final  Average  Monthly  Compensation"
          determined as of such date.


     (16) "Highly  Compensated  Employee"  shall  mean any  "highly  compensated
          active employee" or "highly compensated former employee."

          (a)  A "highly  compensated active employee" includes any employee who
               performs  service  for an  Employer or  Controlled  Group  Member
               during the determination year and who, during the look-back year,
               received  compensation  from the  Employer  or  Controlled  Group
               Member in excess of  $80,000  (as  adjusted  pursuant  to Section
               415(d)  of the  Internal  Revenue  Code)  and was a member of the
               top-paid group for such year. The term "highly compensated active
               employee"  also  includes an employee who is a "5-percent  owner"
               (within the  meaning of Section  414(q) of the  Internal  Revenue
               Code) any time  during the  look-back  year or the  determination
               year. An employee is in the  "top-paid  group" for a year if such
               employee  is in  the  group  consisting  of  the  top  20% of the
               employees  of all  Controlled  Group  Members  when ranked on the
               basis of compensation paid during such year.

          The  "determination  year"  shall be the Plan Year and the  "look-back
          year"  shall be the  twelve-month  period  immediately  preceding  the
          determination  year. The calendar year which begins with or within the
          look-back  year shall be treated as the look-back year for purposes of

<PAGE>
                                      1-13


          determining  whether an employee is a highly  compensated  employee on
          account of the  employee's  compensation  for a  look-back  year under
          Section 414(q)(1)(B) of the Internal Revenue Code.

          (b)  A "highly  compensated former employee" includes any employee who
               separated from service (or was deemed to have separated) prior to
               the determination year, performs no service for the Employer or a
               Controlled Group Member during the determination  year, and was a
               highly compensated active employee for either the separation year
               or any determination  year ending on or after the employee's 55th
               birthday.

          (c)  The  determination  of  who  is a  Highly  Compensated  Employee,
               including  the  determinations  of the  number  and  identity  of
               employees  in the  top-paid  group and the  compensation  that is
               considered,  shall be made in accordance  with Section  414(q) of
               the Internal Revenue Code and regulations thereunder.  The method
               of  determination  set forth above in this Section shall apply to
               all plans (both retirement and nonretirement) of the Employer for
               which  the  definition  of  "highly   compensated   employee"  is
               applicable.

     (17) "Hour of  Service"  shall  mean  each hour for  which an  employee  is
          directly  or  indirectly  paid,  or is  entitled  to  payment,  by the
          Employer (including any predecessor  business of an Employer conducted
          as  a  corporation,   partnership  or  proprietorship)   for  (a)  the
          performance  of duties or (b) reasons  other than the  performance  of
          duties,  including  but not limited to vacation,  holidays,  sickness,
          disability,  paid layoff and similar paid periods of nonworking  time.
          Such Hours of Service shall be credited to the employee for the period
          in which such duties were  performed  or in which  occurred the period
          during  which  no  duties  were  performed.  An Hour of  Service  also
          includes  each  hour,   not  credited   above,   for  which   backpay,
          irrespective  of  mitigation  of damages,  has been either  awarded or
          agreed to by the Employer. These Hours of Service shall be credited to
          the employee for the period to which the award or agreement  pertains.
          The number of Hours of Service to be credited  to an employee  for any
          period shall be governed by Sections 2530.200b-2(b) and 2530.200b-2(c)
          of Part 2530 of Subchapter C of Chapter XXV of Title 29 of the Code of
          Federal  Regulations  (Department  of Labor  regulations  relating  to
          minimum standards for employee pension benefit plans).

<PAGE>
                                      1-14



     (18) "Initial  Vesting  Date"  shall  mean  the  earlier  to  occur  of the
          following dates:

          (a)  the date on which the  Participant  has  completed  five years of
               Vesting Service;

               or

          (b)  the date on which the Participant  attains his Normal  Retirement
               Age;

          provided,  however,  that the  provisions  of Section 4.6 hereof shall
          apply in determining the Initial Vesting Date of a Participant who has
          accrued  Vesting  Service  during  any  Plan  Year  that  the  Plan is
          top-heavy;  and provided  further  that the Initial  Vesting Date of a
          Participant shall not be earlier than the Effective Date of the Plan.

     (19) "Internal  Revenue Code" shall mean the Internal Revenue Code of 1986,
          as amended from time to time.

     (20) "IRC 414(l) Single Plan" shall mean a "single plan" within the meaning
          of Section 414(l) of the Internal Revenue Code and regulations  issued
          pursuant thereto.

     (21) "Last Date of Commencement of Service" shall mean:

          (a)  if the employee's  service has not been previously  terminated in
               accordance with the provisions hereof, the date on which he first
               performs an Hour of Service; or

          (b)  if the  employee's  service  has been  previously  terminated  in
               accordance  with the provisions  hereof,  the first day following
               his last  termination  of service on which he performs an Hour of
               Service;

          provided,  however, that the provisions of Section 1.4(A) hereof shall
          apply in determining  the Last Date of  Commencement of Service of any
          employee whose service is terminated and who is reemployed on or after
          the  Effective  Date of the Plan and prior to his incurring a Break in
          Service.

          An  Employer  may at the  time of its  initial  adoption  of the  Plan
          provide,  with respect to all or any specified  classification  of its
          employees,  that the Last Date of Commencement of Service for purposes
          of  determining  the  Credited  Service  and  Vesting  Service of such

<PAGE>
                                      1-15


          employees shall not be earlier than a specified  date,  which is later
          than the otherwise  applicable  date described  above but is not later
          than the date as of which the Plan first became effective with respect
          to such  Employer,  and may provide that such  specified  date will be
          different  for  the  purposes  of  determining   the   eligibility  to
          participate in the Plan, the Credited  Service and the Vesting Service
          of such employees;  provided,  however,  that the date  established to
          determine  the Vesting  Service of such  employees  shall not be later
          than the date as of which  such  Employer  became a  Controlled  Group
          Member of any other Employer  maintaining  the Plan or Superseded Plan
          or, if later,  the date as of which the Plan or Superseded  Plan first
          became effective with respect to such other Employer.

          The  Last  Date  of  Commencement  of  Service  of  an  employee  by a
          predecessor or acquired business shall not be earlier than the date of
          such  merger  or  acquisition  unless  the  Employer  provides  that a
          uniformly  applied earlier date or dates will be used for the purposes
          of the Plan.

     (22) "Monthly  Covered  Compensation"  shall be equal to one-twelfth of the
          "covered  compensation," within the meaning of Section 401(l)(5)(E) of
          the Internal  Revenue Code and regulations and rulings issued pursuant
          thereto,  that applies to the  Participant  during any specified  Plan
          Year  based  upon his year of birth.  The  amount of  Monthly  Covered
          Compensation shall be automatically adjusted each Plan Year; provided,
          however, that any changes in the amount of "covered compensation" that
          become effective after the first day of the Plan Year during which the
          date of the Participant's  retirement or termination of service occurs
          shall be ignored.

     (23) "Normal Retirement Age" shall mean the older of:

          (a)  age 65 years; or

          (b)  the  Participant's  age on the fifth  anniversary  of the date of
               commencement of his Vesting Service.

     (24) "Normal  Retirement  Date" shall have the meaning  assigned in Section
          2.1 hereof.

     (25) "Participant" shall mean:

          (a)  any active Employee who has satisfied the requirements of Section
               1.2 hereof;

<PAGE>
                                      1-16



          (b)  any former Employee who has satisfied the requirements of Section
               1.2 hereof,  whose  service has not been  terminated  but who has
               subsequently  been  transferred  from his  status as an  eligible
               Employee as described in Section 1.5 hereof; and

          (c)  any  retired or  terminated  Employee  who has  vested  rights to
               benefits under the provisions of the Plan.

     (26) "Plan"  shall  mean the  Retirement  Plan  for  Employees  of  Capital
          Southwest  Corporation  and Its  Affiliates,  as amended and  restated
          effective as of April 1, 2006, as set forth in this document and as it
          may hereafter be amended from time to time.

     (27) "Plan  Year" shall mean the  calendar,  policy or fiscal year on which
          the records of the Plan are kept as reported  from time to time by the
          plan  administrator to the Internal  Revenue  Service.  The Plan Year,
          unless  subsequently  changed in accordance  with rules or regulations
          issued by the Internal  Revenue Service or Department of Labor,  shall
          be the 12-month period beginning April 1 of each calendar year.

     (28) "Post Payment  Recalculation  Date" shall have the meaning assigned in
          Section 2.1(D) hereof.

     (29) "Qualified  Joint and Survivor  Annuity"  means an annuity that (a) is
          payable  for  the  life of the  Participant  with a  survivor  annuity
          payable  for the life of his spouse  which is not less than 50% and is
          not greater  than 100% of the amount of the  annuity  which is payable
          during the joint  lives of the  Participant  and his spouse and (b) is
          the actuarial  equivalent of the monthly  retirement income payable to
          the Participant for life under the provisions of the Plan.

     (30) "Qualified  Joint and 50%  Survivor  Annuity  Option"  shall  have the
          meaning assigned in Section 3.1 hereof.

     (31) "Qualified  Preretirement  Survivor  Annuity"  shall mean the  minimum
          death benefit,  if any, described in Section 4.1(D) hereof that may be
          payable to the spouse of a  Participant  who dies prior to his Annuity
          Starting Date.

     (32) "Required  Beginning Date" shall have the meaning  assigned in Section
          401(a)(9) of the Internal Revenue Code and shall mean the later of:

          (a)  April 1 of the calendar  year that next follows the calendar year
               in which the Participant attains or will attain the age of 70 1/2
               years; or

<PAGE>
                                      1-17



          (b)  April 1 of the calendar  year that next follows the calendar year
               in which he retires or his service is terminated;

          provided, however, that the Required Beginning Date of any Participant
          who is a  5-percent  owner  (within  the meaning of Section 416 of the
          Internal  Revenue  Code) with  respect to the Plan Year  ending in the
          calendar year in which the Participant attains age 70 1/2 shall not be
          later than April 1 of the calendar year that next follows the calendar
          year in which he attains or will attain the age of 70 1/2 years.

          For purposes of this Section 1.1(A)(32), a Participant is treated as a
          5-percent  owner after  December 31, 1996,  if such  Participant  is a
          5-percent  owner,  as defined in Section 416 of the  Internal  Revenue
          Code,  with  respect to the Plan Year ending in the  calendar  year in
          which the Participant attains age 70 1/2.

     (33) "Sponsoring  Employer"  shall mean Capital  Southwest  Corporation,  a
          Texas corporation, and its successor or successors.

     (34) "Superseded Plan" shall mean,  collectively or distributively,  as the
          context may indicate,  the qualified retirement plan, if any, that was
          maintained  by an Employer  for its  eligible  employees  prior to the
          Effective  Date of the Plan and that the Plan  represents an amendment
          and restatement  thereof.  References to the Superseded Plan as of any
          given date shall refer to the  provisions as set forth under the terms
          of the applicable document  describing such qualified  retirement plan
          as amended  and in effect on such  given  date prior to the  Effective
          Date of the Plan.

     (35) "Supplement"  shall mean any supplement that is attached to and made a
          part of the Plan and that describes  provisions of the Plan that apply
          only to  employees  of an  Employer  or  Employers  specified  in such
          Supplement.  The term "Supplement" shall specifically include, but not
          be limited to, the First  Supplement to Retirement  Plan for Employees
          of Capital  Southwest  Corporation and Its Affiliates,  as amended and
          restated effective April 1, 1989, which was attached to the Superseded
          Plan and shall be attached to the Plan as of April 1, 2006.

     (36) "Trust"  and  "Trust  Fund"  shall  mean the  trust  fund  established
          pursuant to the terms of the Trust Agreement.

     (37) "Trust  Agreement"  shall mean the  Retirement  Trust for Employees of
          Capital  Southwest  Corporation  and Its  Affiliates,  as amended  and
          restated  effective  as of April 1,  1989,  as set  forth in the trust
          agreement of that title,  and as such trust  agreement  may be amended
          from time to time.

<PAGE>
                                      1-18



     (38) "Trustee"  shall  mean  the  corporate  trustee  or  trustees  or  the
          individual  trustee or trustees,  as the case may be,  appointed  from
          time to time  pursuant to the  provisions  of the Trust  Agreement  to
          administer the Trust Fund maintained for the purposes of the Plan.

     (39) "Vested  Percentage"  shall mean the  percentage  specified in Section
          2.4(A)(1) hereof in which the Participant has a  nonforfeitable  right
          to his accrued benefit attributable to Employer  contributions,  based
          upon his number of years of Vesting Service and his age as of the date
          that such percentage is being determined;  provided, however, that the
          Vested  Percentage of a Participant  who has accrued  Vesting  Service
          during  any Plan Year that the Plan is  top-heavy  shall be subject to
          the provisions of Section 4.6 hereof.

     (40) "Vesting  Service"  shall  mean the  total  period  of  elapsed  time,
          computed  in years  and  days,  during  the  period  beginning  on the
          employee's  Last Date of  Commencement  of Service,  and ending on his
          date of retirement or  termination of service,  or, where  applicable,
          ending  on  such  other  date  as is  specified  hereunder;  provided,
          however, that:

          (a)  the first 12 months of any continuous  absence during such period
               will  be  included  in the  employee's  Vesting  Service  but the
               portion,  if any, of such  absence that is in excess of 12 months
               will be excluded from his Vesting Service, except that any period
               of such  absence  that is included in his  Credited  Service will
               also be included in his Vesting Service;

          (b)  the  provisions  of Section 1.3 hereof shall apply in the case of
               an  employee  who  has a  maternity  or  paternity  absence,  the
               provisions  of Section  1.4 hereof  shall apply in the case of an
               employee  who is  reemployed  with  a  reinstatement  of  Vesting
               Service  accrued  prior  to his  Last  Date  of  Commencement  of
               Service,  the provisions of Section 1.5 hereof shall apply in the
               case of an employee who is  transferred  to or from his status as
               an eligible  Employee  and the  provisions  of Section 1.6 hereof
               shall apply in the case of an employee  who has  previously  been
               employed as a leased employee;

               and

          (c)  with  respect to any  Participant  in the Plan whose Last Date of
               Commencement  of  Service is prior to the  Effective  Date of the
               Plan  and  who was a  participant  in the  Superseded  Plan as in
               effect on the day immediately preceding the Effective Date of the

<PAGE>
                                      1-19


               Plan,  the Vesting  Service that he has accrued under the Plan as
               of the  Effective  Date of the Plan  shall  not be less  than the
               service that he had accrued for the purposes of  determining  his
               nonforfeitable  right  as of  such  date  to the  portion  of his
               accrued benefit attributable to employer  contributions under the
               terms of the Superseded  Plan as in effect on the day immediately
               preceding the Effective Date of the Plan.

     (B) The  terms  "actuarially  equivalent,"  "equivalent  actuarial  value,"
"actuarial  equivalent"  and similar terms as used herein mean equality in value
of the  aggregate  amounts  expected to be  received  under  different  forms of
payment based upon the same mortality and interest rate assumptions, which shall
be determined as follows.

          (1)  Unless  specifically  provided  otherwise  under  the  provisions
               hereof,  the  mortality  and interest  rate  assumptions  used in
               computing  benefits  payable on behalf of a Participant  upon his
               retirement or  termination of employment and upon the exercise of
               optional  forms of  retirement  income under the Plan shall be as
               follows:

               (a)  the  mortality  assumptions  shall be based upon the "Unisex
                    Pension   Mortality   Table   Projected  to  1984"  (UP-1984
                    Mortality Table); and

               (b)  the interest rate assumption shall be 6%;

               provided,  however,  that for the  purposes  of  determining  the
               maximum  retirement  income  permitted  under the  provisions  of
               Section 415 of the  Internal  Revenue  Code,  the  mortality  and
               interest rate assumptions used to determine actuarial equivalence
               for early  retirement shall be the assumptions that would produce
               the early  retirement  adjustment  factors  that apply  under the
               provisions hereof in the event of early retirement.

          (2)  Any   provisions  of   Subsection   (1)  above  to  the  contrary
               notwithstanding, if payment is in a form of distribution which is
               subject to Section  417(e)(3) of the Internal Revenue Code, which
               shall  include   lump-sum   distributions   and  other  forms  of
               distribution  that  provide  payments in the form of a decreasing
               annuity or that  provide  payments  that may be for a period less
               than the life of the recipient,  (an "IRC Section  417(e)(3) form
               of  distribution")  the amount of any such IRC Section  417(e)(3)
               form of  distribution  to a  Participant  shall  be  equal to the
               actuarial  equivalent  of  the  Participant's  "accrued  benefit"
               (within the meaning of Section  411(a)(7) of the Internal Revenue

<PAGE>
                                      1-20


               Code and regulations  issued with respect thereto)  commencing at
               his  Normal  Retirement  Age or the  date of  termination  of his
               service, whichever is later, determined using:

               (a)  the "applicable mortality table" prescribed by the Secretary
                    of Treasury  pursuant to Section  417(e)(3)  of the Internal
                    Revenue  Code  (which as of April 1,  2006,  is based upon a
                    fixed blend of 50% of the unloaded male mortality  rates and
                    50% of the unloaded female  mortality  rates  underlying the
                    mortality rates in the 1994 Group Annuity  Reserving  Table,
                    projected to 2002); and

               (b)  the annual rate of interest on 30-year  Treasury  securities
                    for the second full calendar month immediately preceding the
                    first day of the Plan Year during which the Annuity Starting
                    Date occurs.

          (3)  For the purposes of  Subsection  (2) above,  a joint and survivor
               annuity form of payment  which may decrease upon the death of the
               Participant  or his  joint  pensioner  shall  be  deemed  to be a
               non-decreasing annuity.

     (C) The term  "single-sum  value" as used herein shall mean the actuarially
computed  present value,  as of a given date, of the retirement  income payments
for which it is  determined  based upon the interest and  mortality  assumptions
specified in the provisions of the Plan. Unless specifically  provided otherwise
under  the  provisions  hereof,  the  single-sum  value as of a given  date of a
Participant's  accrued  benefit  that is  scheduled  to commence at a later date
shall  be  discounted  for both  interest  and  mortality  from  such  scheduled
commencement date to such given date.

     (D)The terms  "herein",  "hereof",  "hereunder"  and similar terms refer to
this document,  including the Trust  Agreement of which this document is a part,
unless otherwise qualified by the context.

     (E)The pronouns "he",  "him" and "his" used in the Plan shall also refer to
similar  pronouns of the  feminine  gender  unless  otherwise  qualified  by the
context.

<PAGE>
                                      1-21



1.2 - PARTICIPATION

     (A)  Continuation of Participation  of Superseded Plan  Participants:  Each
person who was a participant in the Superseded  Plan, if any, of the Employer as
of the day  immediately  preceding the Effective  Date of the Plan will become a
Participant  in the Plan on the Effective Date of the Plan;  provided,  however,
that any such  Participant  who had retired or whose service had been terminated
prior to the Effective Date of the Plan and who is not an active  employee of an
Employer or in the employment of a Designated  Nonparticipating Employer or on a
leave of absence granted by an Employer or Designated  Nonparticipating Employer
as of the  Effective  Date of the  Plan  shall  be  entitled  on and  after  the
Effective  Date of the  Plan to only  those  benefits,  if any,  to  which he is
entitled on and after the Effective Date of the Plan under the provisions of the
Superseded  Plan,  and he and his  Beneficiaries  shall not be  entitled  to any
additional  benefits  under the Plan as set forth herein  unless he reenters the
service of an Employer and becomes an Employee  after the Effective  Date of the
Plan or unless the Plan is amended  on or after the  Effective  Date of the Plan
specifically to provide otherwise;  provided, however, that if the benefits that
are  payable  on behalf of any such  Participant  under  the  provisions  of the
Superseded Plan require  modification to permit benefits to be paid to specified
individuals  other than the  Participant  in order to comply with any  qualified
domestic  relations order under Section 414(p) of the Internal  Revenue Code, or
to comply with any other  provisions of said Code, the terms and benefits of the
Superseded  Plan will be  considered  to have been  modified with respect to the
Participant  affected to the extent  necessary to comply with such provisions of
said Code.

     (B)  Participation of Other Employees:  Each Employee who does not become a
Participant in accordance with the provisions of Section 1.2(A) above and who is
in the service of the Employer on or after the  Effective  Date of the Plan will
become a Participant in the Plan on the latest to occur of the following dates:

          (1)  the date on which he attains the age of 21 years;

          (2)  the  date  that   immediately   follows  the  first   Eligibility
               Computation  Period (as defined  below) during which he completes
               at least 1,000 Hours of Service;

               or

<PAGE>
                                      1-22



          (3)  the Effective Date of the Plan;

provided, however, that any such Employee whose service has not been terminated
but who is absent from the active service of the Employer on such date that he
is first eligible to become a Participant in the Plan as described above will
become a Participant hereunder as of the date of his return to active service
with the Employer.

     (C)  Participation  Following  Reemployment:  The above  provisions of this
Section 1.2  describe  the date on which an  eligible  Employee  will  initially
become a Participant  in the Plan.  In the event that an  Employee's  service is
terminated and he subsequently reenters the service of the Employer, the date on
or after the date of his reentry as of which he will become a Participant in the
Plan is subject to the provisions of Section 1.4 hereof.

1.3 - LEAVE OF ABSENCE AND TERMINATION OF SERVICE

     Any  absence  from the  active  service  of the  Employer  by  reason of an
approved  absence granted by the Employer because of accident,  illness,  layoff
with the  right of  recall,  or for any  other  reason on the basis of a uniform
policy  applied by the Employer  without  discrimination,  will be  considered a
leave of  absence  for the  purposes  of the Plan  and  will  not  terminate  an
employee's  service provided he returns to the active service of the Employer at
or prior to the expiration of his leave or, if not specified therein, within the
period  of time  which  accords  with the  Employer's  policy  with  respect  to
permitted absences.

     Absence from the active  service of the Employer  because of  engagement in
military  service  will not  terminate  the service of an  employee  and will be
treated  under the Plan as a leave of absence  granted by the Employer if (1) he
is entitled under the Uniformed Services  Employment and Reemployment Rights Act
of 1994  ("USERRA") to  reemployment  by the Employer  upon his  discharge  from
active duty, and (2) he returns to the active service of the Employer within the
period  of time  during  which he has  reemployment  rights  under  USERRA.  The
following special  provisions,  which are intended to comply with Section 414(u)
of the  Internal  Revenue  Code,  shall apply to an employee of an Employer  who

<PAGE>
                                      1-23


returns to active  service in  accordance  with the  reemployment  provisions of
USERRA  following a period of qualifying  military  service (as determined under
USERRA):

          (A)  Each period of qualifying  military service served by an employee
               shall, upon such reemployment,  be counted toward determining the
               employee's  service  with the  Employer  for all  purposes of the
               Plan, including determining the amount of a Participant's Accrued
               Deferred   Monthly   Retirement   Income   Commencing  at  Normal
               Retirement Date and the Vested Percentage in his Accrued Deferred
               Monthly Retirement Income Commencing at Normal Retirement Date.

          (B)  For all purposes  under the Plan, a Participant  shall be treated
               as having  received  Compensation  from the Employer based on the
               rate of Compensation  the Participant  would have received during
               the period of qualifying military service, or if that rate is not
               reasonably  certain,  on the basis of the  Participant's  average
               rate of  Compensation  during  the  12-month  period  immediately
               preceding such period.

          (C)  With respect to any Employer contribution made in accordance with
               the foregoing provisions of this paragraph:

               (i)  such  contribution  shall not be  subject  to any  otherwise
                    applicable  limitation  under Sections  404(a) or 415 of the
                    Internal  Revenue Code, and shall not be taken in account in
                    applying such  limitations to other  Participant or Employer
                    contributions under the Plan or any other plan, with respect
                    to the year in which  such  contribution  is made,  and such
                    contribution shall be subject to these limitations only with
                    respect to the year to which such  contribution  relates and
                    only  in  accordance  with  regulations  prescribed  by  the
                    Internal Revenue Service; and

               (ii) the  Plan  shall  not be  treated  as  failing  to meet  the
                    requirements of Sections 401(a)(4),  401(a)(26),  410(b), or
                    416  of  the  Internal   Revenue  Code  by  reason  of  such
                    contribution.

     If the employee does not return to the active service of the Employer at or
prior to the  expiration of his leave of absence as above  defined,  his service
will be  considered  terminated  as of the  earliest to occur of (i) the date on
which his leave of absence  expired,  (ii) the first  anniversary of the date on
which his leave of  absence  began or (iii) the date of his  resignation,  quit,
discharge or death;  provided,  however,  that if any such  employee,  who was a
participant in the Plan or Superseded Plan on the date on which his leave began,

<PAGE>
                                      1-24


is  prevented  from his  timely  return to the active  service  of the  Employer
because of his total and permanent  disability or because of his death, he shall
be treated as though he returned to active  service  immediately  preceding  his
total and permanent disability or his death, except that:

          (1)  if he  becomes  totally  and  permanently  disabled  prior to his
               Normal  Retirement  Date while he is on a leave of absence due to
               military service, Section 2.4(A) hereof shall be used, in lieu of
               Section 2.3, to determine the benefit  (which shall be determined
               as though his Initial Vesting Date has occurred prior to the date
               of  termination  of his  service  and  assuming  that his  Vested
               Percentage is 100%),  if any, that is payable on his behalf,  but
               such benefit  will be payable  only if a benefit  would have been
               payable on his behalf under the  provisions of Section 2.3 hereof
               if he had been in the service of the  Employer on the date of his
               total and permanent disability; or

          (2)  if his  death  occurs  while he is on a leave of  absence  due to
               military  service,  Subsection (b) of Section 2.4(B)(1) shall not
               apply in  determining  the amount of the death  benefit,  if any,
               that is payable on his behalf.

     If an employee has an absence from the service of the Employer which begins
on or after April 1, 1985 and is due to the pregnancy of the employee, the birth
of a child of the  employee  or the  placement  of a child with the  employee in
connection  with  the  adoption  of such  child by such  employee  or is for the
purpose of caring for such child for a period  beginning  immediately  following
such  birth  or  placement  (hereinafter  referred  to in  this  paragraph  as a
"maternity or paternity  absence"),  the rights of such employee  under the Plan
shall not be less favorable to the employee than those rights that he would have
had if he had been granted a one-year leave of absence  beginning on the date on
which his maternity or paternity  absence began. If the length of such maternity
or paternity  absence extends beyond the first  anniversary of the date on which
such absence began and the service of such  employee is  terminated  during such
maternity  or  paternity  absence,  the date of  termination  of service of such
employee for purposes of determining his accrued Vesting Service shall be deemed
to be the first  anniversary  of the date on which  such  absence  began and the
rights of such employee under Section 1.4 hereof to resume  participation in the

<PAGE>
                                      1-25


Plan and to a reinstatement of his previous Credited Service and Vesting Service
upon his  reemployment  shall not be less  favorable to the employee  than those
corresponding  rights  that he would  have  under  such  section  if the date of
termination of his service had been the second  anniversary of the date on which
his maternity or paternity  absence  began and if the length of such  employee's
Break in Service were based on that termination date.

     In the event that an  employee's  service with the Employer is  interrupted
because of any  absence  from the active  service of the  Employer  which is not
deemed a leave of absence as  defined  above,  his  service  will be  considered
terminated as of the date of his  retirement,  quit,  discharge,  resignation or
death  or,  if  earlier,  as of the  first  anniversary  of  the  date  of  such
interruption for any other reason.

     Transfers of an  employee's  service  among the  Employers  and  Designated
Nonparticipating  Employers shall not be deemed interruptions of his service and
shall not constitute a termination of service for the purposes of the Plan.

1.4 - REEMPLOYMENT

     (A)  Reemployment  Prior to Incurring a Break in Service:  If any employee,
whose service is terminated on or after the Effective Date of the Plan, reenters
the active  service of the Employer  and performs an Hour of Service  within the
12-month period immediately following the date of termination of his service, he
shall not incur a Break in Service, and his Last Date of Commencement of Service
shall be determined as though his service had not previously been terminated. On
and after such  reentry,  any such  employee  shall be treated under the Plan as
though he had been on an unpaid leave of absence  granted by the Employer during
the period between such date that his service was previously terminated and such
date of reentry.  However,  if any such employee was entitled to a benefit under
Section 2.1,  2.2, 2.3 or 2.4(A)  hereof prior to his reentry,  his rights under
the Plan on and after his date of  reentry  shall be  determined  under  Section
1.4(B), 1.4(C), 1.4(D) or 1.4(E) below, whichever is applicable, except that his

<PAGE>
                                      1-26


reinstated  Vesting  Service  shall not be less than that  determined  under the
above provisions of this Section 1.4(A).

     (B) Reemployment of Vested Terminated  Participant Prior to Commencement of
Payments:  If a  Participant's  service is  terminated  on or after his  Initial
Vesting Date for a reason other than his normal retirement,  early retirement or
disability  retirement  as  described  in  Sections  2.1,  2.2 and  2.3  hereof,
respectively,  and he  subsequently  reenters the active service of the Employer
prior to his Annuity  Starting Date, he will become a Participant  upon the date
of such reentry and will be entitled to a  reinstatement  of the Vesting Service
and  Credited  Service  that he had  accrued on the date of  termination  of his
service in lieu of the benefits to which he was entitled under the Plan prior to
his reentry; provided, however, that such Participant's Accrued Deferred Monthly
Retirement  Income  Commencing at Normal Retirement Date (or his accrued monthly
normal retirement  income, if applicable)  determined as of any given date after
the date of his reentry shall be reduced on an actuarially  equivalent basis, if
applicable,  to take into account any death benefit  coverage that was in effect
under  Section  2.4(A) hereof after the date of  termination  of his service and
prior  to the date of his  reentry;  and  provided  further,  however,  that the
benefit  payable  to  such  Participant   upon  his  subsequent   retirement  or
termination  of service  shall not be less than the  benefit  that he would have
been entitled to receive under the provisions of Section 2.4(A) hereof if he had
not reentered the service of the Employer.

     (C)  Reemployment  of  Retired  or  Vested  Terminated   Participant  After
Commencement of Payments:

     (1) If a Participant, whose service is terminated on or after the Effective
Date of the Plan and who has  received a portion  but not all of the  retirement
income to which he is  entitled  under the  provisions  of Section  2.1,  2.2 or
2.4(A)(1) hereof, subsequently reenters the active service of the Employer on or
after his Annuity  Starting Date, he shall become a Participant upon the date of
such reentry and the following provisions shall apply.

<PAGE>
                                      1-27



               (a)  If the  date  of  his  reentry  is  prior  to  his  Required
                    Beginning  Date,  subject  to  the  provisions  of  Sections
                    1.4(C)(2) and 2.1(D) hereof,  no retirement  income payments
                    shall be made during the period of such  reemployment.  Upon
                    the subsequent  retirement or termination of service of such
                    a   Participant,   his  benefit  under  the  Plan  shall  be
                    determined in the same manner as that of a vested terminated
                    Participant   whose  retirement  income  payments  have  not
                    commenced and who  subsequently  reenters the service of the
                    Employer as described in Section  1.4(B) above,  except that
                    the benefit  payable  under the Plan to or on behalf of such
                    Participant upon his subsequent retirement or termination of
                    service shall be reduced on an actuarially  equivalent basis
                    by an amount equal to the sum of the  retirement  income and
                    other benefit payments that he received under the provisions
                    of Section  2.1,  2.2,  2.4(A) or 3.1 hereof,  whichever  is
                    applicable,  prior to such  reentry  into the service of the
                    Employer; provided, however, that the amount of such monthly
                    retirement income that is payable to him upon his subsequent
                    retirement or  termination of service shall not be less than
                    the  actuarial  equivalent  of a monthly  retirement  income
                    payable to him at that time as a straight life annuity in an
                    amount equal to the amount of the monthly  retirement income
                    that  was  payable  to  him  as  a  straight   life  annuity
                    immediately prior to his reentry.  (If the retirement income
                    payable to the Participant  immediately prior to his reentry
                    was not payable as a straight life annuity,  the amount that
                    was payable to him as a straight  life  annuity  immediately
                    prior to his reentry shall be  determined by converting  the
                    income  that was  payable  to him  immediately  prior to his
                    reentry to its  actuarial  equivalent  payable as a straight
                    life annuity).  If any such Participant  reenters the active
                    service of the  Employer  on or after his Normal  Retirement
                    Date,  the monthly  retirement  income  payable on behalf of
                    such  Participant  in  accordance  with  the  provisions  of
                    Section 2.1 upon his subsequent retirement shall not be less
                    than the  amount  that  can be  provided  on an  actuarially
                    equivalent  basis by the single-sum  value  required,  as of
                    such date of reentry,  to provide the retirement income that
                    otherwise  would have been  payable on his behalf after such
                    date of reentry, accumulated with interest from such date of
                    reentry  to  the  date  of  his  subsequent   retirement  or
                    termination of service.

               (b)  If the  date of his  reentry  is on or  after  his  Required
                    Beginning Date, he shall continue to receive the benefits to
                    which he is entitled on and after such date,  and any future

<PAGE>
                                      1-28


                    benefits that he accrues after his Required  Beginning  Date
                    shall be  determined in  accordance  with the  provisions of
                    Section  411(b)(1)(H)  of  the  Internal  Revenue  Code  and
                    regulations  issued with respect thereto in a manner similar
                    to that described in Section 2.1(D) hereof.

     (2) In lieu of having his retirement  income payments  discontinued and his
benefit  payable upon his  subsequent  retirement or  termination  determined in
accordance with the provisions of Section 1.4(C)(1) above, any such Participant,
whose Vested  Percentage at the date of his retirement or termination of service
was 100%,  who is receiving  retirement  income  payments under the Plan and who
reenters the active service of the Employer on less than a full-time  basis, may
upon such  reentry  elect in writing  filed with the  Committee  to  continue to
receive his retirement income payments after his reemployment in the same manner
as though he had not reentered the service of the Employer. Any such Participant
whose retirement income payments are continued in accordance with the provisions
above shall be treated as if he then first  entered the service of the  Employer
except that:

               (a)  upon  the date  after  his  reentry  that he  satisfies  the
                    requirements  to become a Participant  in the Plan, he shall
                    become a Participant,  retroactively,  as of the date of his
                    reentry;  provided,  however,  if either (i) the date of his
                    reentry  is  during  the Plan  Year in which the date of his
                    retirement  or  termination  of service  occurred  and he is
                    credited with at least 501 Hours of Service during such Plan
                    Year or (ii) the date of his reentry is during the Plan Year
                    next  following  the  Plan  Year in  which  the  date of his
                    retirement  or  termination  of service  occurred  and he is
                    credited with at least 501 Hours of Service  during both the
                    Plan Year in which the date of his retirement or termination
                    of service  occurred and the next  following  Plan Year,  he
                    shall,  upon the date of his reentry or upon such later date
                    that such Hours of Service  requirement  has been satisfied,
                    become a Participant, retroactively if applicable, as of the
                    date of his reentry;

               (b)  upon his becoming a  Participant,  he shall be entitled to a
                    reinstatement  of the Vesting Service that he had accrued as
                    of the date of his previous  retirement  or  termination  of
                    service; and

<PAGE>
                                      1-29



               (c)  he shall not accrue any additional  Credited  Service during
                    any "reemployment  benefit accrual  computation period" that
                    he is credited  with less than 1,000  Hours of Service.  The
                    "reemployment  benefit  accrual  computation  period" of any
                    such Participant shall mean the 12-month period beginning on
                    the  date of his  reentry  and on each  anniversary  of such
                    date.

The benefit  which any such  Participant  accrues  after the date of his reentry
(including  any disability  retirement or death benefit  payable on his behalf),
which is payable to such  Participant  or his  Beneficiary  upon his  subsequent
retirement or termination of service, shall be limited to the amount that can be
provided by the actuarial  equivalent of the monthly  retirement income, if any,
that he  accrues  subsequent  to such date of reentry  based  upon his  Credited
Service and Final Average Monthly Compensation  determined in the same manner as
though he then first entered the service of the Employer on the date on or after
his reentry that he commences to accrue additional  Credited Service;  provided,
however, that such income that such a Participant accrues subsequent to his date
of reentry shall not cause the actuarial  equivalent of the total income payable
on behalf of the Participant under the Plan to exceed the amount that would have
been payable if he had not elected to continue to receive his retirement  income
after his  reemployment  and if the Credited  Service that he accrues  after his
reentry were restricted as provided under (c) above. The retirement  income that
is continued  during the period of reemployment  of any such  Participant who is
reemployed  on  less  than  a  full-time  basis  shall  be  discontinued  if the
Participant is employed on a full-time  basis at any time after his reentry.  If
the retirement income of any such Participant is subsequently discontinued,  his
benefit  under the Plan shall be determined  under this Section  1.4(C) (and not
under  Section  1.4(A)  above) as though his service had been  terminated on the
date that his retirement  income was discontinued and as though he had reentered
the service of the Employer immediately thereafter.

<PAGE>
                                      1-30



     (D) Reemployment  After Disability  Retirement:  If a Participant,  who has
retired  on or after the  Effective  Date of the Plan  under the  provisions  of
Section 2.3 and who has not prior to his reentry  received the full  actuarially
equivalent  value of the disability  retirement  income to which he was entitled
under  Section 2.3 hereof,  recovers  from  disability  and  reenters the active
service of the  Employer  within one year  after the date of his  recovery  from
disability  by accepting  reemployment  offered by the  Employer  within 30 days
after such offer, his service will be deemed to have been continuous and he will
be  treated  under  the  Plan in the  same  manner  as  though  he had  received
Compensation, at the rate he was receiving at the time of his disability, during
the period that he was considered  totally and permanently  disabled as provided
herein.

     (E) Reemployment After Full Settlement: If a Participant's service has been
terminated on or after the Effective  Date of the Plan for any reason and he was
entitled,  upon such  termination,  to a  monthly  retirement  income  under the
provisions  of Section 2.1,  2.2,  2.3 or  2.4(A)(1)  hereof and he reenters the
active service of the Employer after the full  actuarially  equivalent  value of
such  retirement  income  has  been  paid  on his  behalf,  he  shall  become  a
Participant on the date of his reentry and shall be entitled to a  reinstatement
of the  Vesting  Service  and  Credited  Service  that he had accrued as of such
previous date of  termination,  but the benefit  payable under the Plan to or on
behalf of such  Participant  upon his  subsequent  retirement or  termination of
service shall be reduced by the actuarial  equivalent of such retirement  income
that  has  been  previously  paid  on his  behalf  (where  the  amount  of  such
actuarially  equivalent  reduction shall be determined  using the same mortality
and interest  assumptions  that were used to calculate  such benefit  previously
paid on his behalf).

<PAGE>
                                      1-31



     (F) Reemployment of Other  Employees:  Any other former employee who is not
included  under the  provisions of Section  1.4(A),  1.4(B),  1.4(C),  1.4(D) or
1.4(E) above and who  subsequently  reenters the active  service of the Employer
following  his  termination  of service  will be treated as though he then first
entered the service of the Employer; provided, however, that:

     (1)  with respect to any such employee in the service of the Employer on or
          after  the  Effective  Date  of  the  Plan  whose  service  is or  was
          terminated  on or after  April 1,  1976  and who  incurred  a Break in
          Service  prior  to the  date of his  reentry,  the  following  special
          provisions shall apply:

          (a)  if such  employee  had  completed  five or more  years of Vesting
               Service as of the date of  termination  of his  service or if the
               number of years and days included in his Break in Service is less
               than  either  five  years or the  number of years and days of his
               Vesting Service that he had accrued as of the date of termination
               of his service, such employee shall be entitled, upon the date as
               of which he becomes a Participant in the Plan, to a reinstatement
               of the Credited  Service and Vesting  Service that he had accrued
               as of such previous date of termination of service;

          (b)  if such employee was a Participant in the Plan or Superseded Plan
               as of the date of  termination  of his service and he is entitled
               to a reinstatement  of his previous  Credited Service and Vesting
               Service  under (a) above,  he shall become a  Participant  in the
               Plan as of the date of his reentry or the  Effective  Date of the
               Plan, whichever is later; and

          (c)  if such employee was not a Participant in the Plan as of the date
               of   termination   of  his  service  but  he  is  entitled  to  a
               reinstatement  of  his  previous  Credited  Service  and  Vesting
               Service  under  (a)  above  or if such  employee  (regardless  of
               whether or not he was a Participant in the Plan as of the date of
               termination of his service)  reenters the service of the Employer
               prior to the elapse of five full Plan Years following the date of
               termination of his service, the date on which he will be eligible
               to become a Participant in the Plan following his date of reentry
               shall  not be later  than the  date on which he would  have  been
               eligible  to  become a  Participant  if he had been on a leave of
               absence  during  the  period  between  the  date of his  previous
               termination of service and the date of his reentry; and

<PAGE>
                                      1-32



     (2)  with respect to any such employee whose service was  terminated  prior
          to the Effective  Date of the Plan (while the  Superseded  Plan was in
          effect with  respect to the  Employer by which he was  employed at the
          date of  termination  of his service) and who had reentered the active
          service of the Employer prior to the Effective Date of the Plan or who
          reenters the active  service of the Employer on or after the Effective
          Date of the Plan, his rights under the Plan with respect to the period
          of his service  prior to such date of reentry  into the service of the
          Employer shall be determined  under the  applicable  provisions of the
          Superseded  Plan as in effect on the date of his prior  termination of
          service;  provided,  however, if any such employee,  whose service was
          terminated  prior to April 1, 1985 and whose next  succeeding  date of
          reentry into the service of the Employer is on or after the  Effective
          Date of the Plan, would have been entitled under the provisions of the
          Superseded  Plan to a  reinstatement  of the service used to determine
          his  nonforfeitable  right to benefits if he had reentered the service
          of the Employer on April 1, 1985,  the rights upon such reentry of any
          such  employee  shall not be less  favorable to the employee  than the
          corresponding  rights of an employee whose service is terminated on or
          after the Effective Date of the Plan as described above.

     (G)  Reemployment  of Employee Who Does Not Qualify as an  "Employee":  The
rights of any  terminated  employee of the  Employer  who was not an Employee as
defined  herein on the date of  termination of his service and who is reemployed
in a status in which he  qualifies  as an  Employee as defined  herein  shall be
determined in accordance  with the  provisions of the Plan as though he had been
an Employee as defined  herein on the date of  termination  of his service.  The
rights of any  terminated  employee  of an  Employer  who is  reemployed  by the
Employer  in a status in which he does not  qualify  as an  Employee  as defined
herein shall be  determined  in  accordance  with the  provisions of the Plan as
though he had been  reemployed by the Employer as an Employee as defined  herein
and had immediately  thereafter been  transferred from his status as an Employee
as defined herein. A Participant shall not accrue any benefits under the Plan or
Superseded  Plan  solely  because of the  assumption  that he was an Employee as
defined  herein on the date of  termination  of his  service  or the date of his
reemployment, as the case may be.

<PAGE>
                                      1-33



     (H)  Employment  of  Terminated  Employee  of  Designated  Nonparticipating
Employer by an Employer and  Employment  of  Terminated  Employee of Employer by
Designated Nonparticipating Employer: The rights of any terminated employee of a
Designated  Nonparticipating  Employer who was not an Employee as defined herein
on the date of termination of his service and who is subsequently employed by an
Employer in a status in which he  qualifies  as an  Employee  as defined  herein
shall be determined in accordance  with the  provisions of the Plan as though he
had  been an  Employee  as  defined  herein  on the date of  termination  of his
service.   The  rights  of  any  terminated  Employee  of  an  Employer  who  is
subsequently  employed  by  a  Designated  Nonparticipating  Employer  shall  be
determined in accordance  with the  provisions of the Plan as though he had been
reemployed by the Employer as an Employee as defined herein and had  immediately
thereafter been  transferred to such  Designated  Nonparticipating  Employer.  A
Participant  shall not accrue any  benefits  under the Plan or  Superseded  Plan
solely  because of the  assumption  that he was an Employee as defined herein on
the date of  termination  of his service or the date of his  employment,  as the
case may be, with a Designated Nonparticipating Employer.

     (I) Employment with Former Employer or Former  Designated  Nonparticipating
Employer:  In  determining  the rights  under the Plan of any  employee  who was
previously  employed (either before, on or after the Effective Date of the Plan)
by an  employer,  which was  formerly an Employer  participating  in the Plan or
Superseded Plan or was formerly a Designated Nonparticipating Employer but which
is not currently an Employer or Designated Nonparticipating Employer, the period
of such  employee's  employment  with such employer  while it was an Employer or
Designated Nonparticipating Employer, as the case may be, shall be recognized in
determining  the Vesting  Service of such  employee in the same manner as though
such  employment  during  such  period  had  been  with a  current  Employer  or
Designated  Nonparticipating  Employer,  but any period of employment  with such

<PAGE>
                                      1-34


employer  after  the  date  that  it  ceased  to be an  Employer  or  Designated
Nonparticipating  Employer  shall not be  recognized  and his  service  shall be
deemed to have been  terminated  during such period that such employer is not an
Employer or Designated Nonparticipating Employer.

1.5 - TRANSFER TO OR FROM STATUS AS AN ELIGIBLE EMPLOYEE

     An employee will be deemed to be transferred from his status as an eligible
Employee in the event that he remains in the service of the  Employer  but has a
change in his employee  status so that he no longer  qualifies as an Employee as
defined herein or in the event that he is transferred to and becomes an employee
of a  Designated  Nonparticipating  Employer.  Conversely,  an  employee  of  an
Employer  who is not  an  Employee  as  defined  herein  will  be  deemed  to be
transferred  to the status of an eligible  Employee in the event that he remains
in the service of the Employers but has a change in his employee  status so that
he becomes an  Employee  as defined  herein,  and an  employee  of a  Designated
Nonparticipating  Employer will be deemed to be  transferred to the status of an
eligible  Employee in the event that he is  transferred to an Employer from such
Designated  Nonparticipating Employer and becomes an Employee as defined herein.
The  service of such a person  described  above  shall not be  considered  to be
interrupted  by reason of any such  transfer,  and service  with the  Designated
Nonparticipating  Employer  or with  the  Employer  while  not  qualified  as an
Employee as defined  herein  shall be  terminated  in the same manner as service
with  the  Employer  while  qualified  as  an  Employee  as  defined  herein  is
terminated.  Any  provisions  of  Section  2.1,  2.2,  2.3 or 2.4  hereof to the
contrary  notwithstanding,  the  benefits of any such  Participant  who has been
transferred  to or from the status as an eligible  Employee on or after the date
that the Plan or  Superseded  Plan first  became  effective  with respect to his
Employer shall be determined in accordance with the following provisions of this
Section 1.5.

     (A)  Eligibility  for Benefits:  In determining  the eligibility of such an
          employee to whom the provisions of this Section 1.5 are applicable for
          participation  in the Plan and in determining  his eligibility for the
          benefits  provided  under the Plan,  his Vesting  Service and Hours of
          Service  shall be  determined in the same manner as though his service
          with the Designated  Nonparticipating Employers and with the Employers
          while not qualified as an Employee as defined  herein had been accrued

<PAGE>
                                      1-35


          with the Employers  while  qualified as an Employee as defined herein.
          Any such employee who is  transferred  to the status of an Employee as
          defined herein shall become a Participant in the Plan on the date that
          he becomes an Employee as defined herein if he has otherwise satisfied
          the  requirements  to become a Participant in the Plan as described in
          Section  1.2 hereof  prior to such date that he becomes an Employee as
          defined herein.

     (B)  Computation of Benefits:  A Participant to whom the provisions of this
          Section 1.5 are  applicable  shall be entitled upon his  retirement or
          termination  of service (or his  Beneficiary  shall be entitled in the
          event his service is terminated  by reason of his death),  if he meets
          all  requirements  necessary  to  qualify  for  a  benefit  under  the
          provisions  of  Section  2.1,  2.2,  2.3 or 2.4  hereof  or under  the
          provisions of any  applicable  section of any  Supplement  hereto that
          specifically  applies  to the  Participant,  as the case may be,  to a
          benefit payable in accordance with the provisions of Section 2.1, 2.2,
          2.3  or  2.4  hereof  or in  accordance  with  the  provisions  of any
          applicable section of any Supplement hereto that specifically  applies
          to the Participant, whichever section is applicable, but the amount of
          the monthly  retirement income that is payable on his behalf under the
          Plan shall,  subject to the  provisions of Section  1.5(C)  below,  be
          computed  using only the  Credited  Service  that he accrued  with the
          Employers while qualified as an Employee as defined herein.

     (C)  Special Provisions Applicable to Benefits: The monthly income computed
          under this Section 1.5 shall be subject to the following:

          (1)  there shall be no  duplication  of service in computing  benefits
               under  the Plan and under any  other  qualified  defined  benefit
               pension  or  annuity  plan to which any  Employer  or  Designated
               Nonparticipating  Employer makes  contributions  on behalf of its
               employees  who are not  Employees  as  defined  herein,  and,  if
               service  accrued while qualified as an Employee as defined herein
               is used in  determining  the accrued  benefit of the  Participant
               under any such other qualified defined benefit pension or annuity
               plan,  then the  portion of the  benefit  payable  under the Plan
               based on such duplicated  service shall be reduced (but not so as
               to  produce a  negative  amount)  by the  actuarially  equivalent
               amount of the benefit payable under such other qualified  defined
               benefit pension or annuity plan based on such duplicated service;

          (2)  all  compensation  that  a  Participant,  who is an  Employee  as
               defined  herein on the date of his  retirement or  termination of
               service, received from the Designated  Nonparticipating Employers
               and from the  Employers  while not  qualified  as an  Employee as
               defined herein shall be treated in determining  his Final Average
               Monthly   Compensation   in  the  same   manner  as  though  such
               compensation  had been received from the Employer while qualified
               as an Employee as defined herein;

<PAGE>
                                      1-36



          (3)  all  compensation  that a Participant,  who is not an Employee as
               defined  herein on the date of his  retirement or  termination of
               service, received after the date on which he last qualified as an
               Employee as defined herein from the  Designated  Nonparticipating
               Employers  and from  the  Employers  while  not  qualified  as an
               Employee  as  defined  herein  shall be ignored  or  excluded  in
               determining his Final Average Monthly Compensation and the period
               during which he received  such  compensation  shall be ignored or
               excluded in determining  the 10 completed  calendar years and the
               five  successive  calendar years that are used in determining his
               Final Average Monthly Compensation;

          (4)  in the  case of a  Participant  who has been  transferred  to the
               status of an Employee as defined herein, who has a nonforfeitable
               right to an accrued  benefit  under any other  pension or annuity
               plan to which an Employer or Designated Nonparticipating Employer
               has made  contributions  on his behalf and whose combined service
               used in the  computation  of his accrued  benefits under the Plan
               and such other pension or annuity plan or plans exceeds 35 years,
               the amount of the monthly retirement income that is payable under
               the Plan on his behalf  shall not be greater than an amount equal
               to the excess, if any, of:

               (a)  the monthly  retirement  income that would have been payable
                    on behalf of such  Participant  under the  provisions of the
                    Applicable  Section of the Plan or Supplement if the service
                    used to compute his  accrued  benefit  under such  qualified
                    pension or  annuity  plan or plans  were  included  with the
                    Credited  Service that he accrued with the  Employers  while
                    qualified as an Employee as defined herein;

                    over

               (b)  the  actuarial  equivalent  of the accrued  benefit to which
                    such  Participant  has a  nonforfeitable  right  under  such
                    qualified pension or annuity plan or plans;

          (5)  the  Participant's  employee status at the date of termination of
               his service due to disability  shall be deemed to have  continued
               without change in determining the monthly  retirement income that
               may become  payable on his behalf under the provisions of Section
               2.3 hereof; and

          (6)  the benefit  determined under Section  2.4(B)(1)(b)  hereof shall
               apply only if the Participant is an Employee as defined herein on
               the date of his death and in that event:

<PAGE>
                                      1-37



               (a)  the benefit under Section  2.4(B)(1)(b)(i)  shall be reduced
                    by the actuarial equivalent of the benefit payable on behalf
                    of such  Participant  under each other qualified  pension or
                    annuity  plan,  if any, to which an  Employer or  Designated
                    Nonparticipating  Employer  has  made  contributions  on his
                    behalf; and

               (b)  the limitation equal to 100 times the Participant's  monthly
                    normal    retirement    income,    described    in   Section
                    2.4(B)(1)(b)(ii),  shall  include  the  anticipated  monthly
                    retirement  income based on his service accrued prior to his
                    death to which such  Participant  would be  entitled  at his
                    Normal  Retirement Date or the date of his death,  whichever
                    is later,  under  each  other  qualified  pension or annuity
                    plan,   if  any,  to  which  an   Employer   or   Designated
                    Nonparticipating  Employer  has  made  contributions  on his
                    behalf.

     (D)  Payments  From One Trust Fund:  In lieu of the  payment of  retirement
          income or other benefits to such a Participant  from the trust fund of
          more than one qualified defined benefit pension plan of the Designated
          Nonparticipating  Employers and the Employers,  the  administrators of
          the pension plans may, by mutual agreement, provide for payment of the
          entire  monthly  income  or other  benefit  from one  trust  fund with
          appropriate  reimbursement to the trustee of the trust fund from which
          the  benefits  are to be  paid  by  transfer  of  funds  equal  to the
          single-sum  value of the  benefits  payable  under the other  plan (or
          plans) to the trust fund from which benefits actually will be paid.

1.6  -   PARTICIPATION AND BENEFITS FOR FORMER LEASED EMPLOYEES

     A Leased  Employee of an Employer or Designated  Nonparticipating  Employer
shall not be  deemed  for any  purposes  of the Plan to be an  employee  of such
Employer or Designated Nonparticipating Employer. However, in the event that any
former Leased  Employee  qualifies as an Employee as defined  herein on or after
the  Effective  Date of the  Plan,  unless  the Plan is  otherwise  excluded  by
applicable  regulations  from the requirements of Section 414(n) of the Internal
Revenue  Code,  the total  period that he provided  services to the  Employer or
Designated Nonparticipating Employer as a Leased Employee shall be treated under
the Plan in determining his nonforfeitable right to his accrued benefits and his
eligibility  to become a  Participant  in the Plan in the  manner  described  in
Section  1.5(A)  hereof  as  though  he had  been an  employee  of a  Designated
Nonparticipating  Employer during such period of service (but such service shall
not be included in the service  that is used to calculate  any benefits  that he
accrues under the Plan). A "Leased  Employee" as defined under Section 414(n) of

<PAGE>
                                      1-38


the  Internal  Revenue  Code  is any  person  (other  than  an  employee  of the
recipient)  who pursuant to an  agreement  between the  recipient  and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Internal Revenue
Code Section  414(n)(6)) on a  substantially  full-time basis for a period of at
least 1 year,  and such services are  performed  under the  recipient's  primary
direction or control.

1.7 - RIGHTS OF OTHER EMPLOYERS TO PARTICIPATE

     Capital Southwest  Corporation,  Capital Southwest Management  Corporation,
Jet-Lube, Inc., The RectorSeal Corporation,  The Whitmore Manufacturing Company,
Smoke Guard, Inc. and Blue Magic, Inc. are participating  Employers in the Plan.
Any other corporation,  association, joint venture, proprietorship,  partnership
or other business  organization may, in the future,  adopt the Plan on behalf of
all or  certain  of its  Employees  by formal  action on its part in the  manner
described in Section 6.7 hereof provided that the Sponsoring Employer, by formal
action on its part in the  manner  described  in  Section  6.7  hereof,  and the
Committee both approve such participation.

     The  administrative  powers and  control  of the  Sponsoring  Employer,  as
provided in the Plan, shall not be deemed diminished under the Plan by reason of
the  participation  of any other Employers in the Plan, and such  administrative
powers and control  specifically  granted herein to the Sponsoring Employer with
respect to the  appointment  of the  Committee,  amendment of the Plan and other
matters shall apply only with respect to the Sponsoring Employer.

     The Plan is an IRC 414(l) Single Plan with respect to all Employers  unless
the Sponsoring Employer, by formal action on its part in the manner described in
Section 6.7 hereof,  specifically provides that the Plan shall be a separate IRC
414(l)  Single  Plan with  respect to any  Employer  or to any  division  of any
Employer or with  respect to any group of  Employers  and/or  divisions.  In the
event that the Plan does not  represent  one IRC 414(l) Single Plan with respect
to all  divisions of any  Employer,  the  division or divisions  with respect to
which the Plan  represents a separate IRC 414(l) Single Plan shall be considered

<PAGE>
                                      1-39


for the purposes of this section and treated  under the Plan as one Employer and
its other  division or divisions  shall be  considered  for the purposes of this
section and treated under the Plan as a separate Employer or, if applicable,  as
separate Employers.

     The  contributions of any Employer that is a member of a group of Employers
with  respect to which the Plan  represents  an IRC 414(l)  Single Plan shall be
available to provide benefits on behalf of any Participants who are employees of
any other Employers that are members of such group but shall not be available to
provide  benefits  on  behalf  of any  Participants  who  are  employees  of any
Employers that are not members of such group. The  contributions of any Employer
with  respect to which the Plan  represents  an IRC 414(l)  Single Plan for only
that Employer shall be available to provide  benefits on behalf of  Participants
who are its employees  but shall not be available to provide  benefits on behalf
of Participants who are employees of any other Employers.

     Any Employer may withdraw from the Plan at any time by formal action on its
part,  in  the  manner   described  in  Section  6.7  hereof,   specifying   its
determination  to withdraw.  Any such  withdrawing  Employer  shall  furnish the
Committee   and  the  Trustee  with   evidence  of  the  formal  action  of  its
determination  to  withdraw.  Any such  withdrawal  may be  accompanied  by such
modifications  to the Plan as such  Employer  shall  deem  proper to  continue a
retirement plan for its Employees separate and distinct from the retirement plan
herein set forth.  Withdrawal from the Plan by any Employer shall not affect the
continued  operation of the Plan with respect to the other Employers;  provided,
however,  in the event of the  withdrawal  of an Employer  that is a member of a
group of  Employers  with  respect  to which the Plan  represents  an IRC 414(l)
Single Plan and in the event that  provision is made for the  continuation  of a
retirement plan for its Employees separate and distinct from the retirement plan
herein set forth,  the share,  if any, of the assets of the Trust Fund allocable
to such group of Employers  that is  transferred  on behalf of such  withdrawing

<PAGE>
                                      1-40


Employer to such other  retirement  plan  shall,  subject to the  provisions  of
Section  414(l) of the Internal  Revenue Code and  regulations  issued  pursuant
thereto,  be equal to the  assets,  if any,  that would have been  allocated  on
behalf of the employees of such  withdrawing  Employer  under the  provisions of
Section 4.5 hereof if such withdrawing Employer had terminated its participation
in the  Plan  on the  date of  such  withdrawal;  provided,  however,  that  the
Sponsoring  Employer,  by formal  action on its part in the manner  described in
Section 6.7 hereof, may, in its absolute  discretion,  direct that an additional
amount of assets be transferred on behalf of such  withdrawing  Employer to such
other  retirement plan provided that the transfer of such  additional  amount of
assets  would not lower the  amount of the  distributions  that would be made on
behalf of the  Participants  who are employees of the other  Employers  that are
members of such group of Employers with respect to which the Plan  represents an
IRC 414(l) Single Plan if the Plan were  terminated as of the effective  date of
such  transfer  with  respect to all of the  Employers  that are members of such
group of Employers.

     The  Sponsoring  Employer,  by  formal  action  on its  part in the  manner
described in Section 6.7 hereof,  may in its absolute  discretion  terminate any
Employer's participation in the Plan at any time, and the provisions of the Plan
shall be applied with  respect to such  Employer in the same manner as though it
had voluntarily withdrawn as a participating Employer.

1.8 - SERVICE AND TERMINATION OF SERVICE

     For purposes of the Plan, an Employee or Participant shall be considered to
be in the service of the Employer and shall not be considered to have incurred a
termination  of his service  until the date of his early,  normal or  disability
retirement, death, resignation, discharge or other termination of his employment
with an Employer,  notwithstanding any payment or agreement to pay severance pay
in connection with the termination of his employment.




<PAGE>

                                       2-1

                                    SECTION 2

                 NORMAL AMOUNT AND PAYMENT OF RETIREMENT INCOME


2.1 - NORMAL RETIREMENT AND RETIREMENT INCOME

     Normal  retirement  under the Plan is  retirement  from the  service of the
Employer on or after the date that the Participant attains his Normal Retirement
Age. No provision of this section or the Plan shall require the  retirement of a
Participant  upon his attainment of his Normal  Retirement  Age. In the event of
normal retirement, payment of retirement income will be governed, subject to the
provisions of Section 4 hereof, by the following provisions of this Section 2.1.

     (A) Normal  Retirement Date: The Normal Retirement Date of each Participant
will be the first day of the month coincident with or next following the date on
which he attains his Normal  Retirement  Age. Any  Participant who retires after
attaining his Normal  Retirement Age but prior to his Normal Retirement Date and
who is  surviving  on his Normal  Retirement  Date shall be  considered  for the
purposes of the Plan to have retired on his Normal Retirement Date

     (B) Amount of Retirement  Income:  The monthly retirement income payable in
the manner  described in Section  2.1(C) hereof to a Participant  who retires on
and after April 1, 1998,  bur prior to April 1, 2007, and on or after his Normal
Retirement Date shall be an amount equal to the sum of:

          (1)  1.25% of his Final Average Monthly Compensation multiplied by his
               number of years of Credited  Service that are not in excess of 35
               years;

               plus

          (2)  0.65% of that  portion,  if any,  of his  Final  Average  Monthly
               Compensation   that  is  in   excess  of  the   Monthly   Covered
               Compensation  that  applies  to him  multiplied  by his number of
               years of Credited Service that are not in excess of 35 years.

     Notwithstanding  the  foregoing  provisions  of this  Section  2.1(B),  the
monthly  retirement  income of a  Participant  who  retires on or after April 1,
1998,  and on or after his  Normal  Retirement  Date  shall not be less than the

<PAGE>
                                      2-2


monthly  retirement  income  which the  Participant  has accrued as of March 31,
1998,  based upon the  Participant's  Credited  Service,  Final Average  Monthly
Compensation,   and  Monthly  Covered  Compensation  (or,  if  applicable,   the
corresponding  terms used to compute his accrued  benefit  under the  Superseded
Plan)  determined as of March 31, 1998, under the provisions of the Plan and the
First Supplement then in effect, adjusted on an actuarially equivalent basis, if
applicable, to his Annuity Starting Date in accordance with the above provisions
of this Section 2.1(B).

     Effective as of April 1, 2007, the monthly  retirement  income payable to a
Participant  who retires on and after April 1, 2007,  and on or after his Normal
Retirement Date shall be an amount equal to the sum of:

          (1)  1.20% of his Final Average Monthly Compensation multiplied by his
               number of years of Credited  Service that are not in excess of 35
               years;

               plus

          (2)  0.65% of that  portion,  if any,  of his  Final  Average  Monthly
               Compensation   that  is  in   excess  of  the   Monthly   Covered
               Compensation  that  applies  to him  multiplied  by his number of
               years of Credited Service that are not in excess of 35 years.

     Notwithstanding  the  foregoing  provisions  of this  Section  2.1(B),  the
monthly  retirement  income of a  Participant  who  retires on or after April 1,
2007,  and on or after his  Normal  Retirement  Date  shall not be less than the
monthly  retirement  income  which the  Participant  has accrued as of March 31,
2007,  based upon the  Participant's  Credited  Service,  Final Average  Monthly
Compensation and Monthly Covered  Compensation  determined as of March 31, 2007,
under the provisions of the Plan and Supplements then in effect.

     The  monthly  amount of  retirement  income  payable to a  Participant  who
retires after his Normal Retirement Date,  however,  shall not be less than that
amount that can be provided on an actuarially equivalent basis by the sum of (i)
the  single-sum  value as of his Normal  Retirement  Date of the normal  monthly
retirement  income that would have been payable to him under the  provisions  of
the Plan or Superseded Plan, whichever is applicable, as in effect on his Normal
Retirement Date if he had retired on his Normal  Retirement Date, based upon his

<PAGE>
                                      2-3


Credited  Service,  Final  Average  Monthly  Compensation  and  Monthly  Covered
Compensation  (or, if applicable,  the  corresponding  terms used to compute his
accrued benefit under the Superseded  Plan) determined as though he had actually
retired on his Normal  Retirement  Date, and (ii) the amount of interest on such
single-sum value in (i) above,  where the interest shall be compounded  annually
from the Participant's  Normal Retirement Date to his Annuity Starting Date. All
computations to determine such minimum monthly  retirement  income payable to or
on  behalf  of such a  Participant  shall be on the  basis of the  interest  and
mortality  assumptions that were being used as of his Normal  Retirement Date to
determine actuarially equivalent non-decreasing annuities.

     (C) Payment of Retirement  Income: The monthly retirement income payable in
the event of normal  retirement  will be payable on the first day of each month.
The first payment will be made on the Participant's  Normal Retirement Date, or,
if the Participant  retires after his Normal  Retirement Date, the first payment
will be made on the first day of the month coincident with or next following the
date  of his  actual  retirement.  The  last  payment  will be the  payment  due
immediately preceding the retired Participant's death.

     Where a Participant's  monthly  retirement  income  commences after April 1
following  the calendar year in which such  Participant  attains age 70 1/2, the
accrued benefit of such Participant shall be actuarially increased in accordance
with  regulations  or other  official  pronouncements  of the  Internal  Revenue
Service to take into  account  the period  beginning  on April 1  following  the
calendar year in which the Participant attains age 70 1/2 and ending on the date
on which  benefits  under  the  Plan  commence  after  retirement  in an  amount
sufficient to satisfy Section 401(a)(9) of the Internal Revenue Code.

     (D) Special  Provisions  Applicable to Participants Who Receive  Retirement
Income  Payments  While  Continuing  in Employment  of Employer  After  Required
Beginning Date: Any of the above  provisions of this Section 2.1 to the contrary
notwithstanding, but subject to the provisions of Sections 4.1 and 4.8 hereof, a
Participant  who continues in the employment of the Employer beyond his Required

<PAGE>
                                      2-4


Beginning  Date  shall  begin  receiving  monthly   retirement  income  payments
commencing as of his Required Beginning Date.

     The monthly  retirement  income  payments of a Participant who continues in
the  employment of the Employer  beyond his Required  Beginning  Date and begins
receiving  monthly  retirement  income  payments  commencing  as of his Required
Beginning Date shall be determined in the same manner as though the  Participant
had  actually  retired on his Required  Beginning  Date and shall be paid in the
form specified in Section 2.1(C) above. The retirement  income payable to such a
Participant  shall  thereafter  be subject to  adjustment as of the first day of
each calendar year which begins after his Required  Beginning  Date and prior to
the date of his actual  retirement  and shall be subject to adjustment as of the
first day of the month  coincident with or next following the date of his actual
retirement  (each such  adjustment day is herein  referred to as a "Post Payment
Recalculation  Date") to reflect  the  additional  accruals,  if any,  that such
Participant is entitled to receive because of his employment  after his Required
Beginning Date. The additional  retirement  income,  if any, payable to any such
Participant on and after an applicable Post Payment  Recalculation Date shall be
determined in accordance  with the  provisions  of Section  411(b)(1)(H)  of the
Internal  Revenue  Code and  regulations  issued with respect  thereto,  and the
actuarial  equivalent of the retirement income payments that the Participant has
received  under the  provisions  of this  Section 2.1 on and after his  Required
Beginning Date and prior to the applicable Post Payment Recalculation Date shall
be used as an offset in the  determination of such additional  income,  but such
offset  shall not result in the  retirement  income  payable to the  Participant
being reduced below the amount that was payable on his behalf  immediately prior
to such Post  Payment  Recalculation  Date.  The  additional  amount of  monthly
retirement  income,  if any,  that a  Participant  accrues  after  his  Required
Beginning Date shall be converted to an actuarially equivalent amount of monthly
retirement  income  that is payable in the same  manner and form as the  monthly
retirement  income  that is  payable  on his  behalf  immediately  prior  to the
applicable  Post Payment  Recalculation  Date, and such  additional  actuarially

<PAGE>
                                      2-5


equivalent  income  shall be payable  to the  Participant  commencing  as of the
applicable Post Payment Recalculation Date. Upon the actual retirement of such a
Participant,  the Participant's remaining retirement income shall continue to be
paid,  commencing  as of the  first  day of the  month  coincident  with or next
following the date of his actual retirement,  in the manner specified in Section
2.1(C)  above,  except that the  Participant  shall be entitled to elect another
form of payment in accordance with Section 3.1.

2.2 - EARLY RETIREMENT AND RETIREMENT INCOME

     Early  retirement  under the Plan is  retirement  from the  service  of the
Employer prior to the  Participant's  Normal Retirement Date and on or after the
date as of which he has both attained the age of 55 years and completed 10 years
of Vesting Service. In order to retire under the provisions of this section, the
written consent of the Participant to the commencement of his retirement  income
payments in  accordance  with the  provisions  of this Section 2.2 must be filed
with the Committee within 90 days of the date as of which his retirement  income
payments  are  to  commence.  In the  event  of  early  retirement,  payment  of
retirement  income  will be  governed,  subject to the  provisions  of Section 4
hereof, by the following provisions of this Section 2.2.

     (A) Early  Retirement Date: The Early Retirement Date will be the first day
of the month  coincident  with or next following the date a Participant  retires
from the service of the Employer  under the provisions of this Section 2.2 prior
to his Normal Retirement Date.

     (B) Amount of Retirement  Income:  The monthly amount of retirement  income
payable in the manner  described in Section  2.2(C) hereof to a Participant  who
retires prior to his Normal Retirement Date under the provisions of this Section
2.2 shall be equal to the product of:

          (1)  the Accrued  Deferred  Monthly  Retirement  Income  Commencing at
               Normal  Retirement  Date which the  Participant has accrued as of
               his Early Retirement Date;

               multiplied by

<PAGE>
                                      2-6

<TABLE>
<CAPTION>


          (2)  the early  retirement  reduction factor specified in the schedule
               below,  based upon the  number of years and full  months by which
               the  Participant's  Early  Retirement  Date  precedes  his Normal
               Retirement Date:

                                            Early Retirement Reduction Factors By Years and Months
                                        By Which Early Retirement Date Precedes Normal Retirement Date
                                                                           Months
Years      0          1         2          3          4         5          6         7         8          9          10         11
-----    -----      -----     -----      -----      -----     -----      -----     -----     -----      -----      -----       -----
<S>      <C>        <C>       <C>        <C>        <C>       <C>        <C>       <C>       <C>        <C>        <C>         <C>

 0       1.000      0.994     0.989      0.983      0.978     0.972      0.967     0.961     0.956      0.950      0.944       0.939
 1       0.933      0.928     0.922      0.917      0.911     0.906      0.900     0.894     0.889      0.883      0.878       0.872
 2       0.867      0.861     0.856      0.850      0.844     0.839      0.833     0.828     0.822      0.817      0.811       0.806
 3       0.800      0.794     0.789      0.783      0.778     0.772      0.767     0.761     0.756      0.750      0.744       0.739
 4       0.733      0.728     0.722      0.717      0.711     0.706      0.700     0.694     0.689      0.683      0.678       0.672


 5       0.667      0.664     0.661      0.658      0.656     0.653      0.650     0.647     0.644      0.642      0.639       0.636
 6       0.633      0.631     0.628      0.625      0.622     0.619      0.617     0.614     0.611      0.608      0.606       0.603
 7       0.600      0.597     0.594      0.592      0.589     0.586      0.583     0.581     0.578      0.575      0.572       0.569
 8       0.567      0.564     0.561      0.558      0.556     0.553      0.550     0.547     0.544      0.542      0.539       0.536
 9       0.533      0.531     0.528      0.525      0.522     0.519      0.517     0.514     0.511      0.508      0.506       0.503

 10      0.500

</TABLE>


     (C) Payment of Retirement  Income:  The  retirement  income  payable in the
event of early  retirement  will be payable  on the first day of the month.  The
first payment will be made on the  Participant's  Early  Retirement Date and the
last  payment  will  be  the  payment  due  immediately  preceding  the  retired
Participant's death.

2.3 - DISABILITY RETIREMENT AND RETIREMENT INCOME

     A  Participant  may retire from the service of the Employer  under the Plan
if:

          (1)  his service is terminated prior to his Normal Retirement Date and
               on or  after  the  Effective  Date of the Plan by  reason  of his
               becoming  totally and permanently  disabled as defined in Section
               2.3(A) below; and

          (2)  he applies for a disability retirement benefit under the Plan, or
               under  any  other  formal  plan of the  Employer  which  provides
               specific disability benefits, within six months after the date of
               termination of his service due to disability;  provided, however,
               that such six-month period for application may be extended by the
               Committee when, in its sole  discretion,  reasonable cause exists
               for so doing.

Such  retirement from the service of the Employer shall herein be referred to as
disability  retirement.  In the event of  disability  retirement,  uniformly and
consistently  applied  rules shall be used with respect to all  Participants  in

<PAGE>
                                      2-7


similar circumstances and payment of retirement income will be governed, subject
to the  provisions  of Section 4 hereof,  by the  following  provisions  of this
Section 2.3.

     (A) Total and  Permanent  Disability:  A  Participant  shall be  considered
totally and permanently disabled for the purposes of the Plan if, in the opinion
of the Committee,  he is disabled, due to sickness or injury, from a cause other
than specified in Section 2.3(B) hereof, and, as a result of such disability, he
is eligible for and is receiving (after any specified waiting period) either (a)
disability  benefits under the Social  Security Act or (b) payments  (other than
workers' compensation  payments or medical or hospitalization  payments) payable
directly  or  indirectly  by the  Employer  or its  insurer  as a result  of the
Participant's   sickness  or  injury  under  any  long-term  disability  program
maintained by the Employer.

     (B) Nonadmissible Causes of Disability:  A Participant will not be entitled
to receive any disability retirement income if, in the opinion of the Committee,
the disability is a result of:

          (1)  excessive  and  habitual  use  by  the   Participant   of  drugs,
               intoxicants or narcotics;

          (2)  injury or disease  sustained by the  Participant  while willfully
               and illegally participating in fights, riots, civil insurrections
               or while committing a felony;

          (3)  injury or disease  sustained by the Participant  while serving in
               any armed forces;

          (4)  injury  or  disease   sustained  by  the  Participant  which  was
               diagnosed or discovered subsequent to the date his employment was
               terminated;

          (5)  injury or disease  sustained by the Participant while working for
               anyone   other  than  the   Employer  and  arising  out  of  such
               employment; or

          (6)  injury or disease  sustained by the Participant as a result of an
               act of war,  whether  or not  such  act  arises  from a  formally
               declared state of war.

     (C) Proof of Disability:  The Participant,  in order to be eligible for the
benefits  provided  under this Section 2.3,  shall  furnish  satisfactory  proof
(which may be in the form of evidence  satisfactory  to the  Committee  that the
Participant is receiving  disability  benefits under the Social  Security Act or

<PAGE>
                                      2-8


under any long-term  disability  program maintained by the Employer) that he has
become totally and  permanently  disabled as provided  herein.  Every six months
after the date of termination of the Participant's service due to disability, or
more  frequently,  the Committee  may  similarly  require proof of the continued
disability of the Participant.

     (D)  Disability   Retirement  Income   Commencement  Date:  The  Disability
Retirement  Income  Commencement  Date of a  Participant  who retires  under the
provisions  of this Section 2.3 will be his Normal  Retirement  Date;  provided,
however, if the Participant receives payments (other than workers'  compensation
payments or medical or  hospitalization  payments)  after his Normal  Retirement
Date that are payable directly or indirectly by the Employer or its insurer as a
result of the  Participant's  sickness or injury under any long-term  disability
program   maintained  by  the  Employer,   the  Disability   Retirement   Income
Commencement  Date  of  such  Participant  will be the  first  day of the  month
coincident  with or next  following (a) the date as of which such payments under
such long-term disability program maintained by the Employer are discontinued or
(b) his Required Beginning Date, whichever is earlier.

     (E) Disability  Retirement  Income: The monthly amount of retirement income
payable in the manner  described in Section  2.3(F) hereof to a Participant  who
retires from the service of the Employer  under the  provisions  of this Section
2.3 due to total and permanent  disability and who attains his Normal Retirement
Date without  recovering from his total and permanent  disability shall be equal
to the anticipated monthly retirement income to which the Participant would have
been  entitled  on  his  Disability   Retirement  Income  Commencement  Date  in
accordance with the provisions of Section 2.1(B) hereof if:

          (1)  his  employment  had  not  been   terminated  but  had  continued
               uninterrupted  from the date of termination of his service due to
               disability to his Disability Retirement Income Commencement Date;

          (2)  his last regular rate of monthly  Compensation  prior to the date
               of  termination  of his service due to  disability  had continued
               without change to his Disability  Retirement Income  Commencement
               Date;

<PAGE>
                                      2-9



          (3)  the amount of the Monthly  Covered  Compensation  that applies at
               his Disability  Retirement Income Commencement Date were the same
               as  the  corresponding  amount  determined  as  of  the  date  of
               termination of his service due to disability; and

          (4)  the  provisions  of  the  Plan  as  in  effect  on  the  date  of
               termination  of his  service  due  to  disability  had  continued
               without   change   until   his   Disability   Retirement   Income
               Commencement Date.

     (F) Payment of Disability  Retirement Income: The monthly retirement income
to which a  Participant  is entitled in the event of his  disability  retirement
will be payable on the first day of each month.  The first  payment will be made
on the Participant's  Disability  Retirement Income  Commencement Date, provided
that he attains his Normal Retirement Date without recovering from his total and
permanent  disability and provided that  application has been made in writing by
the Participant or his authorized representative for disability retirement under
the  provisions  of this  Section  2.3. The last payment will be the payment due
immediately preceding the date of his death.

     (G) Benefit Payable in the Event of Death of Disabled  Participant Prior to
Disability  Retirement Income Commencement Date: In the event that a Participant
dies after he has been determined to be totally and permanently  disabled by the
Committee and prior to his Disability  Retirement Income  Commencement Date, and
prior to his  recovery  from his total and  permanent  disability  if he has not
attained his Normal  Retirement Age as of the date of his death, his Beneficiary
will receive, in lieu of all other benefits payable on behalf of the Participant
under  the  Plan,  the death  benefit,  determined  and  payable  in the  manner
described in Section 2.4(B)  hereof,  which would have been payable on behalf of
the Participant under the provisions of Section 2.4(B) if:

          (1)  his  employment  had  not  been   terminated  but  had  continued
               uninterrupted  from the date of termination of his service due to
               disability until the date of his death;

          (2)  his last regular monthly rate of  Compensation  prior to the date
               of  termination  of his service due to  disability  had continued
               without change to the date of his death;

<PAGE>
                                      2-10



          (3)  the amount of the Monthly  Covered  Compensation  that applies at
               the date of his death were the same as the amount  determined  as
               of the date of termination of his service due to disability; and

          (4)  the  provisions  of  the  Plan  as  in  effect  on  the  date  of
               termination  of his  service  due  to  disability  had  continued
               without change to the date of his death.

     (H) Recovery from  Disability:  If the Committee finds that any Participant
who is entitled to receive a disability  retirement  income under the provisions
of this Section 2.3 commencing at his Disability  Retirement Income Commencement
Date has, at any time prior to his Normal  Retirement  Date,  recovered from his
total and permanent  disability,  such Participant and his Beneficiary shall not
be  entitled to any  benefits  under this  Section  2.3 unless he  reenters  the
service of the Employer and his service is subsequently  terminated by reason of
his total and permanent  disability in accordance with the provisions  hereof. A
Participant  shall be deemed  to have  recovered  from his  total and  permanent
disability  for the  purposes of the Plan if the  disability  benefits,  if any,
which he is receiving  under the Social  Security Act and the payments,  if any,
which he is receiving  under the  Employer's  long-term  disability  program are
discontinued.  However,  any such  Participant  who recovers  from his total and
permanent  disability  shall accrue Vesting Service during the period that he is
considered  by the  Committee to have been totally and  permanently  disabled as
provided  herein,  and, if the date of his recovery from his total and permanent
disability  is on or after his Initial  Vesting Date and he does not reenter the
service of the Employer,  he shall be entitled to the vested  retirement  income
determined  and payable in  accordance  with the  provisions  of Section  2.4(A)
hereof,  computed as though his service had been  terminated  on the date of his
recovery  from his total and  permanent  disability  but based upon his Credited
Service,  Final Average Monthly  Compensation  and Monthly Covered  Compensation
determined as of the date of termination of his service due to disability.

     (I)  Election  of Vested  Benefit  on  Termination  of  Service  in Lieu of
Disability Retirement: A Participant whose service is terminated on or after his
Initial Vesting Date by reason of his total and permanent  disability may elect,
in writing  filed with the  Committee  prior to his Normal  Retirement  Date, to

<PAGE>
                                      2-11


receive  the  benefits  provided  under  Section  2.4(A)  hereof  in lieu of the
disability  retirement  benefits  provided  under this Section 2.3. The benefits
payable  hereunder  to or on behalf of any such  Participant  who makes  such an
election  shall be determined as though the  Participant's  service had not been
terminated by reason of total and  permanent  disability.  The  Committee  shall
require the consent of the  Participant's  spouse,  if any,  before any election
under this Section 2.3(I) will become effective.

2.4 - BENEFITS OTHER THAN ON RETIREMENT

     (A) Benefit on  Termination  of Service and on Death After  Termination  of
Service:

     (1) In the event that a  Participant's  service is terminated  prior to his
Normal  Retirement  Date and on or after his Initial Vesting Date for any reason
other than his death,  early  retirement  as  described in Section 2.2 hereof or
disability retirement as described in Section 2.3 hereof, he will be entitled to
a  monthly  retirement  income,  payable  in the  manner  described  in  Section
2.4(A)(2) hereof, equal to:

          (a)  an amount equal to either:

                    (i)  if the  Participant has not both attained the age of 55
                         years and  completed 10 years of Vesting  Service as of
                         the date of  termination  of his  service,  the Accrued
                         Deferred Monthly Retirement Income Commencing at Normal
                         Retirement  Date  that he has  accrued  to the  date of
                         termination of his service;

                         or

                    (ii) if the  Participant  has  both  attained  the age of 55
                         years and  completed 10 years of Vesting  Service as of
                         the date of  termination  of his  service,  the monthly
                         retirement  income,  payable in the manner described in
                         Section  2.4(A)(2)  hereof  commencing  at  his  Normal
                         Retirement  Date, if he shall then be living,  which is
                         the actuarial  equivalent  (ignoring the actuarial cost
                         of any death benefit coverage provided between the date
                         of termination of his service and his Normal Retirement
                         Date) of the monthly early retirement income that would
                         have been payable on his behalf in accordance  with the
                         provisions  of  Section  2.2  hereof if he had  retired


<PAGE>
                                      2-12


                         under the  provisions  of that  section  on the date of
                         termination of his service;

                                    multiplied by

          (b)  his Vested  Percentage,  which  shall be equal to the  percentage
               specified in the schedule  below,  based upon his number of years
               (ignoring  fractions)  of  Vesting  Service  as of  the  date  of
               termination of his service:

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

               provided,  however, that the Vested Percentage of any Participant
               who has  attained  his  Normal  Retirement  Age as of the date of
               termination of his service shall be 100%;

               with the resulting product multiplied by

          (c)  a factor,  which is based upon the period, if any, that the death
               benefit coverage described in Section 2.4(A)(3) below has been in
               effect after the date of  termination of his service and prior to
               his Annuity  Starting  Date,  that will reduce the product of (a)
               and (b), if  applicable,  to reflect the cost,  determined  on an
               actuarially  equivalent  basis,  of providing  such death benefit
               coverage during such period;

               with the resulting product multiplied by

          (d)  a factor that will convert, if applicable,  the amount of monthly
               retirement  income  that is  payable  to the  Participant  in the
               manner described in Section  2.4(A)(2)  hereof  commencing at his
               Normal  Retirement  Date to an actuarially  equivalent  amount of
               monthly  retirement  income that is payable to the Participant in
               the manner described in Section  2.4(A)(2)  hereof  commencing on
               his Annuity Starting Date.

All actuarial computations to determine the monthly retirement income payable to
or on behalf of such a terminated  Participant  (including any  computations  to
determine  the monthly  retirement  income  payable on his behalf under  Section
2.4(A)(3) or 3.1 hereof)  shall be on the basis of the  interest  and  mortality
assumptions  that are being used as of the date of termination of his service to
determine actuarially equivalent non-decreasing annuities.

<PAGE>
                                      2-13



     (2) The  retirement  income payable under Section  2.4(A)(1)  above will be
payable on the first day of each month.  The first  payment will be made, if the
Participant shall then be living, as of:

          (a)  if he does not elect an earlier commencement date pursuant to the
               provisions of (b) below, his Normal Retirement Date;

               or

          (b)  if he had  completed  at least 10 years of Vesting  Service as of
               the  date of  termination  of his  service  and he so  elects  in
               writing filed with the Committee at least 30 but not more than 90
               days prior to the effective  date thereof (or if the  Participant
               waives  the  30-day  notice  period  with  any  required  spousal
               consent, then more than 7 days but not more than 90 days prior to
               the effective date thereof), the first day of any month, which is
               prior to his Normal  Retirement  Date and is on or after the date
               on which he attained  the age of 55 years,  that he  specifies in
               his written election filed with the Committee.

The last payment will be the payment due immediately preceding his death.

     (3) In the event that the terminated  Participant dies prior to his Annuity
Starting Date (without his having waived,  in accordance  with the provisions of
Section  2.4(A)(4) below, the benefit provided under this Section  2.4(A)(3) and
without his having  received,  prior to his death,  the  actuarially  equivalent
value of the benefit provided on his behalf under Section 2.4(A)(1) above),  his
Beneficiary  will receive,  subject to the  provisions of Section  4.1(D) hereof
regarding the Qualified  Preretirement  Survivor Annuity, the monthly retirement
income,  beginning  on the  first  day of the  month  coincident  with  or  next
following the date of the terminated  Participant's death, which can be provided
on an  actuarially  equivalent  basis by the  single-sum  value  of the  benefit
determined in accordance  with Section  2.4(A)(1)  above to which the terminated
Participant  was  entitled  as of  the  date  of  termination  of  his  service,
accumulated  with interest from such date to the date of his death.  The monthly
retirement  income payments under this Section  2.4(A)(3) shall,  subject to the
provisions  of  Section  2.4(B)(4)  hereof,  be  payable  for  the  life  of the
Beneficiary  designated  or selected  under  Section 5.2 hereof to receive  such
benefit,  and, in the event of such  Beneficiary's  death  within a period of 10

<PAGE>
                                      2-14


years after the Participant's death, the same monthly amount that was payable to
the Beneficiary shall be payable for the remainder of such 10-year period in the
manner and subject to the provisions of Section 5.3 hereof;  provided,  however,
in lieu of payment  of such  benefit  in the form of  monthly  income  described
above,  the  single-sum  value  of such  benefit  may be paid on an  actuarially
equivalent  basis to the  Participant's  designated  Beneficiary  in such  other
manner and form  permitted  under Section  2.4(B) hereof and  commencing on such
other date permitted under Section 2.4(B) hereof as the Participant may elect in
writing filed with the  Committee or, in the event that a specific  election has
not been made by the  Participant  and  filed  with the  Committee  prior to his
death, as the Beneficiary may elect in writing filed with the Committee.

     (4) A terminated  Participant may, with the consent of his spouse,  if any,
elect in writing  filed with the Committee at any time (and any number of times)
prior to his Annuity  Starting  Date, to waive  prospectively  the death benefit
provided  under  Section  2.4(A)(3)  above and, in lieu  thereof,  an  increased
retirement income, which reflects on an actuarially  equivalent basis the period
that the death  benefit  coverage  under  Section  2.4(A)(3) is waived,  will be
payable to the Participant under the provisions of Section 2.4(A)(1) if he shall
be  living on his  Annuity  Starting  Date.  Within  one year  after the date of
termination  of service of a Participant  who is entitled to a benefit under the
provisions of this Section 2.4(A), or as soon thereafter as is  administratively
practicable,   the  Committee  shall  furnish  the   Participant   with  written
notification  informing  him of his right to waive the  death  benefit  provided
under  Section  2.4(A)(3)  above  and the  consequences  of such a  waiver.  Any
Participant  who has waived the death benefit  provided under Section  2.4(A)(3)
may subsequently  revoke such waiver at any time (and any number of times) prior
to his Annuity  Starting Date by filing written notice of such  revocation  with
the Committee prior to the date on which such revocation is to become effective.
Any  Participant  who has  waived  the  death  benefit  provided  under  Section
2.4(A)(3) and who subsequently  marries or remarries after such waiver and prior

<PAGE>
                                      2-15


to his Annuity  Starting Date shall  automatically be deemed to have revoked his
prior waiver of such death benefit  effective as of the first anniversary of the
date of such marriage or remarriage  unless his spouse  (following such marriage
or remarriage) consents to the waiver of such death benefit.

     (5) Any  Participant,  who is entitled to a benefit under the provisions of
Section  2.4(A)(1) above and who is married on his Annuity  Starting Date or who
is  married  on the date of his death and on whose  behalf a benefit  is payable
under Section 2.4(A)(3) above, shall be assumed for the purposes of this Section
2.4(A) to have been married for the total  period of time  beginning on the date
of  termination  of his service and ending on his Annuity  Starting  Date or the
date of his death,  whichever is earlier,  except for such portions,  if any, of
such period of time for which evidence is furnished to the Committee  which,  in
the opinion of the Committee, satisfactorily proves that the Participant was not
married.

     (6) The  provisions  of  Sections  3.1 and 4 hereof are  applicable  to the
benefits provided under this Section 2.4(A).

     (7) Except as specifically  provided otherwise in any Supplement hereto and
except as provided  in Section 2.3 with  respect to  disability  retirement  and
unless  specifically  provided  otherwise  in the Plan,  the  Participant  whose
service is terminated prior to his Initial Vesting Date shall not be entitled to
any benefit under the Plan whatever, and the value of such Participant's accrued
benefit shall be forfeited as of the date of termination of his service and used
to reduce Employer contributions.

     (B) Benefit Payable in Event of Death While in Service:

     (1) If the service of a Participant is terminated by reason of his death on
and  after  April 1,  1998,  but  prior to April 1,  2007,  and on and after his
Initial Vesting Date and prior to his Required  Beginning  Date,  there shall be
payable to the  Participant's  designated  Beneficiary  the  monthly  retirement
income,  beginning  on the  first  day of the  month  coincident  with  or  next
following  the  date of the  Participant's  death,  that can be  provided  on an
actuarially equivalent basis by the greater of:

          (a)  an amount equal to:



<PAGE>
                                      2-16



               (i)  if the Participant's  service is terminated by reason of his
                    death prior to his Normal  Retirement  Date,  the single-sum
                    value,  determined  as of  the  date  of his  death,  of the
                    Accrued Deferred  Monthly  Retirement  Income  Commencing at
                    Normal  Retirement  Date that the Participant has accrued to
                    the date of his death;

                    or

               (ii) if the Participant's  service is terminated by reason of his
                    death on or after his Normal Retirement Date, the single-sum
                    value,  determined  immediately  prior to the  Participant's
                    death, of the monthly retirement income that the Participant
                    would have been entitled to receive under the  provisions of
                    Section  2.1(B) hereof if he had retired from the service of
                    the Employer on the date of his death;

               or

          (b)  an amount equal to the smaller of:

               (i)  either:

                    (aa) 24  times  the  Participant's   Final  Average  Monthly
                         Compensation  at the  date of his  death  if he had not
                         completed 10 years of Vesting Service as of the date of
                         his death;

                         or

                    (bb) 36  times  the  Participant's   Final  Average  Monthly
                         Compensation  at  the  date  of  his  death  if he  had
                         completed 10 years of Vesting Service as of the date of
                         his death;

                    or

               (ii) 100  times  the  monthly  retirement  income  to  which  the
                    Participant   would  have  been   entitled   on  his  Normal
                    Retirement Date in accordance with the provisions of Section
                    2.1(B)  hereof  if he had  remained  in the  service  of the
                    Employer, with no change in his last regular monthly rate of
                    Compensation,  until his  Normal  Retirement  Date and based
                    upon the Monthly Covered Compensation that applies to him as
                    of  the  date  of his  death  instead  of as of  his  Normal
                    Retirement Date or, if his Normal  Retirement Date was on or

<PAGE>
                                      2-17


                    prior  to the  date of his  death,  100  times  the  monthly
                    retirement  income  that the  Participant  would  have  been
                    entitled to receive under the  provisions of Section  2.1(B)
                    hereof if he had retired from the service of the Employer on
                    the date of his death.

     If the service of a Participant is terminated by reason of his death on and
after April 1, 2007 and on and after his Initial  Vesting  Date and prior to his
Required Beginning Date, there shall be payable to the Participant's  designated
Beneficiary  the monthly  retirement  income,  beginning on the first day of the
month  coincident  with or next following the date of the  Participant's  death,
that can be provided on an actuarially equivalent basis by the greater of:

          (a)  an amount equal to:

               (i)  if the Participant's  service is terminated by reason of his
                    death prior to his Normal  Retirement  Date,  the single-sum
                    value,  determined  as of  the  date  of his  death,  of the
                    Accrued Deferred  Monthly  Retirement  Income  Commencing at
                    Normal  Retirement  Date that the Participant has accrued to
                    the date of his death;

                    or

               (ii) if the Participant's  service is terminated by reason of his
                    death on or after his Normal Retirement Date, the single-sum
                    value,  determined  immediately  prior to the  Participant's
                    death, of the monthly retirement income that the Participant
                    would have been entitled to receive under the  provisions of
                    Section  2.1(B) hereof if he had retired from the service of
                    the Employer on the date of his death;

               or

          (b)  an amount equal to the smaller of:

               (i)  24   times   the   Participant's   Final   Average   Monthly
                    Compensation at the date of his death;

                    or

               (ii) 100  times  the  monthly  retirement  income  to  which  the
                    Participant   would  have  been   entitled   on  his  Normal
                    Retirement Date in accordance with the provisions of Section

<PAGE>
                                      2-18


                    2.1(B)  hereof  if he had  remained  in the  service  of the
                    Employer, with no change in his last regular monthly rate of
                    Compensation,  until his  Normal  Retirement  Date and based
                    upon the Monthly Covered Compensation that applies to him as
                    of  the  date  of his  death  instead  of as of  his  Normal
                    Retirement Date or, if his Normal  Retirement Date was on or
                    prior  to the  date of his  death,  100  times  the  monthly
                    retirement  income  that the  Participant  would  have  been
                    entitled to receive under the  provisions of Section  2.1(B)
                    hereof if he had retired from the service of the Employer on
                    the date of his death;

provided,  however, that the provisions of Section 4.1(D) hereof relating to the
Qualified  Preretirement  Survivor Annuity shall apply with respect to a married
Participant  whose  service is terminated by reason of his death on or after his
Initial Vesting Date and whose designated Beneficiary is not his spouse.

     (2)  Except as  provided  in  Section  2.4(B)(3)  below and  subject to the
provisions of Section  2.4(B)(4) below, the monthly  retirement  income payments
under  this  Section  2.4(B)  shall be payable  for the life of the  Beneficiary
designated or selected under Section 5.2 hereof to receive such benefit, and, in
the event of such  Beneficiary's  death  within a period  of 10 years  after the
Participant's death, the same monthly amount that was payable to the Beneficiary
shall be payable  for the  remainder  of such  10-year  period in the manner and
subject to the provisions of Section 5.3 hereof.

     (3) A Participant may elect, or, in the event that a specific  election has
not been made by the  Participant  and  filed  with the  Committee  prior to his
death,  his  designated  Beneficiary  may  elect,  in  writing  filed  with  the
Committee,  that, in lieu of payment of the benefit  provided under this Section
2.4(B) (or, if  applicable,  under  Section  2.3(G) or 2.4(A)(3)  hereof) in the
manner described above,  such benefit will be paid on an actuarially  equivalent
basis to the  designated  Beneficiary  commencing  on the first day of any month
that is on or after  the date of the  Participant's  death and is on or prior to
the Participant's  Required Beginning Date and is payable in accordance with one
of the options described below:

<PAGE>
                                      2-19



                           Option A:    A  monthly  retirement  income  in equal
                                        amounts   that   is   payable   to   the
                                        Beneficiary for his lifetime.

                           Option B:    A  retirement  income  in equal  amounts
                                        that is payable for a period  certain of
                                        five or 10 years  whichever is specified
                                        by the  Participant or his  Beneficiary,
                                        as the  case  may  be,  in  his  written
                                        election  filed with the  Committee.  In
                                        the  event  of the  Beneficiary's  death
                                        prior   to  the   expiration   of   such
                                        specified   period  certain,   the  same
                                        amount   shall   be   payable   for  the
                                        remainder   of  the   specified   period
                                        certain in the manner and subject to the
                                        provisions of Section 5.3 hereof.

                           Option C:    A combination of Option A and Option B.


Provided,  however,  that  payment of any such  benefit  shall be subject to the
provisions of Section 2.4(B)(4) below.

     (4) Any form of payment applicable to the death benefit provided under this
Section  2.4(B) (or, if applicable,  under Section 2.3(G) or 2.4(A)(3)  hereof),
which has been  designated by a  Participant  prior to January 1, 1984 under the
terms of the  Superseded  Plan and  which  satisfies  the  transitional  rule in
Section 242(b)(2) of the Tax Equity and Fiscal  Responsibility Act of 1982 (P.L.
97-248),  will  continue in effect on and after the  Effective  Date of the Plan
with respect to the death  benefits  provided  under this Section 2.4(B) (or, if
applicable,  under Section 2.3(G) or 2.4(A)(3)  hereof)  unless such  designated
form of  payment  has been or is  subsequently  revoked  or changed (a change of
Beneficiaries under the designation will not be considered to be a revocation or
change of such form of payment so long as the change in  Beneficiaries  does not
alter,  directly or indirectly,  the period over which  distributions  are to be
made under such form of payment);  provided,  however,  if a Participant,  whose
death  occurs on or after his  Initial  Vesting  Date,  had been  married to his
spouse throughout the one-year period immediately preceding his death and he had
designated a person other than his spouse as his Beneficiary and such spouse has
not consented to such other person being  designated,  the provisions of Section
4.1(D) hereof shall apply with respect to payments due his surviving  spouse, if
any.

<PAGE>
                                      2-20



     In the event that the  Beneficiary  to receive  the death  benefit  payable
under  Section  2.3(G),  2.4(A)(3) or 2.4(B)  hereof on behalf of a  Participant
whose death occurs prior to his Normal  Retirement Date is his surviving spouse,
the retirement  income payable to such  surviving  spouse under Section  2.3(G),
2.4(A)(3) or 2.4(B)  hereof  shall be deferred and be payable on an  actuarially
equivalent basis to such surviving spouse commencing on the Participant's Normal
Retirement  Date,  if such  surviving  spouse  is then  living,  unless  (i) the
surviving  spouse  consents  or  elects  in  writing  to  receive  such  benefit
commencing  as of a date that is prior to the  Participant's  Normal  Retirement
Date and is on or after the date of the  Participant's  death,  (ii) the date of
death of the  Participant  is prior  to his  Initial  Vesting  Date,  (iii)  the
Participant had not been married to his surviving spouse throughout the one-year
period immediately  preceding his death or (iv) a lump-sum payment is payable to
his surviving spouse under the provisions of Section 3.2 hereof.

     (5) If the service of a Participant is terminated by reason of his death on
or after his Initial  Vesting Date and on or after his Required  Beginning Date,
there shall be payable to the Participant's  designated  Beneficiary the monthly
retirement  income,  payable in the manner  described  in Section  2.4(B)(2)  or
2.4(B)(3) above beginning on the first day of the month  coincident with or next
following  the  date of the  Participant's  death,  that can be  provided  on an
actuarially equivalent basis by an amount equal to the excess, if any, of:

          (a)  the  amount   described  in  Section   2.4(B)(1)(a)   or  Section
               2.4(B)(1)(b), whichever is applicable;

               over

          (b)  the sum of:

               (i)  the  single-sum  value,  determined as of the  Participant's
                    Required  Beginning Date, of the retirement  income that was
                    payable on his behalf  commencing on his Required  Beginning
                    Date,  accumulated with interest from his Required Beginning
                    Date until the date of his death;

                    plus

<PAGE>
                                      2-21



               (ii) the  sum of the  single-sum  values,  determined  as of each
                    applicable Post Payment  Recalculation  Date occurring after
                    the Participant's Required Beginning Date, of the additional
                    retirement  income,  if any,  payable  to  such  Participant
                    commencing  on such  applicable  Post Payment  Recalculation
                    Date,  accumulated  with interest from the  applicable  Post
                    Payment Recalculation Date to the date of his death.

Additional  retirement  income  payments may be payable after the  Participant's
death to his joint  pensioner or other  Beneficiary,  depending upon the form of
payment of the retirement income that the Participant was receiving  immediately
prior to his death and taking into account the increase, if any, that would have
applied  under  the  provisions  of  Section  2.1(D)  hereof  to the  amount  of
retirement  income payable to the Participant  commencing as of the first day of
the month coincident with or next following the date of the Participant's  death
if the Participant had retired  immediately  prior to his death and had survived
to such day.


<PAGE>

                                       3-1

                                    SECTION 3

                SPECIAL PROVISIONS REGARDING PAYMENT OF BENEFITS


3.1 - OPTIONAL FORMS OF RETIREMENT INCOME

     In lieu of the  amount  and form of  retirement  income  commencing  on the
Participant's  regularly  scheduled  Annuity  Starting  Date  which is  payable,
subject to the  provisions  of Section  4.1  hereof,  in the event of his normal
retirement,  early retirement,  disability retirement or termination of service,
as determined and specified in Section 2.1, 2.2, 2.3 or 2.4(A) hereof, whichever
is  applicable,  such  Participant  may,  subject  to the  requirements  of this
section,  elect,  in writing filed with the  Committee,  to receive a retirement
income or benefit of equivalent  actuarial  value which is payable in accordance
with one of the options  described below  commencing on his regularly  scheduled
Annuity Starting Date or commencing on such later date, which shall not be later
than his Required  Beginning Date, as the Participant may specify in his written
election filed with the Committee.

         Option 1:          A retirement  income of modified monthly amount that
                            is   payable  in  equal   monthly   amounts  to  the
                            Participant for his lifetime, and, in the event that
                            the   Participant   predeceases  a  joint  pensioner
                            designated by him, a  percentage,  which is not less
                            than 50% nor greater  than 100% and is  specified by
                            the  Participant in his written  election filed with
                            the Committee,  of such modified monthly amount will
                            be  payable  after the death of the  Participant  to
                            such designated  joint pensioner for the lifetime of
                            such joint  pensioner.  This  option is  referred to
                            herein  as the  "Qualified  Joint  and 50%  Survivor
                            Annuity  Option" when the spouse of the  Participant
                            is the designated  joint pensioner and the specified
                            percentage is 50%.

         Option 2:          A retirement  income of modified monthly amount that
                            is   payable  in  equal   monthly   amounts  to  the
                            Participant   during  the  joint   lifetime  of  the
                            Participant and a joint pensioner designated by him,
                            and,  following  the  death of  either  of  them,  a
                            percentage,  which is not less than 50% nor  greater
                            than 100% and is specified by the Participant in his
                            written  election filed with the Committee,  of such
                            modified  monthly  amount  will  be  payable  to the
                            survivor for the lifetime of the survivor.

<PAGE>
                                      3-2



         Option 3:          A retirement income that is payable in equal monthly
                            amounts to the  Participant  for his  lifetime or in
                            the  manner  described  under  Option 1 or Option 2,
                            whichever  is elected by the  Participant,  with the
                            added  provision  that payments will be made for the
                            remainder  of a  period  certain,  specified  by the
                            Participant  in his written  election filed with the
                            Committee,   in  the  event  of  the  death  of  the
                            Participant  and, if applicable,  his Beneficiary or
                            joint  pensioner  prior  to the  expiration  of such
                            specified period certain.

     The amount of retirement  income determined under any of the above optional
forms of payment must satisfy the requirements of Section 4.8 hereof and Section
401(l) and/or  Section  401(a)(4) of the Internal  Revenue Code.  Any provisions
hereof to the contrary notwithstanding, any optional form of payment which would
otherwise be  permitted  under the  provisions  of this Section 3.1 shall not be
available to a Participant if:

     (1)  the amount of  retirement  income  payable  under such option does not
          satisfy the required  distribution and incidental benefit requirements
          of Section 4.8 hereof; or

     (2)  the amount of retirement income payable under such option would result
          in  the  amount  of  retirement  income  payable  on  behalf  of  such
          Participant  under the Plan being increased by a percentage that would
          cause the disparity in the rate of employer-derived benefits under the
          Plan to exceed the maximum disparity permitted under Section 401(l) of
          the  Internal  Revenue  Code and rulings and  regulations  issued with
          respect  thereto;  provided,  however,  that the  restriction  of this
          Subparagraph  (2) shall not apply if there is no disparity  within the
          meaning of Section 401(l) of said Code included in the  calculation of
          the  Participant's  accrued  benefit or if it has been determined that
          the accrued  benefits  under the Plan  satisfy  the  general  test for
          nondiscrimination in amount of benefits (or any acceptable alternative
          test that may be available)  under  Section  401(a)(4) of the Internal
          Revenue Code and rulings and regulations issued with respect thereto.

     A  Participant  who is not  permitted to elect an optional  form of payment
otherwise  permitted  under the  provisions  of this  Section 3.1 because of the
incidental  benefit  requirements  of Section  4.8 hereof  and/or the  permitted
disparity  requirements of said Section 401(l) of the Internal  Revenue Code may
elect  in  accordance  with  the  provisions  above to  receive  an  actuarially
equivalent  form of  payment  which is  similar  in form to the  non-permissible
option but which is modified by  increasing or  decreasing,  as the case may be,

<PAGE>
                                      3-3


the period  certain for which  payments  will be made and/or the  percentage  of
income payable to the survivor, but not to exceed 100%, so that the requirements
of Section 4.8 hereof  and/or  Section  401(l) of the Internal  Revenue Code are
satisfied.

     Any optional form of payment  designated by a Participant  prior to January
1, 1984, which satisfies the transitional  rule in Section  242(b)(2) of the Tax
Equity and Fiscal  Responsibility  Act of 1982 (P.L.  97-248),  will continue in
effect on and after the Effective  Date of the Plan unless such optional form of
payment  has  been  or  is   subsequently   revoked  or  changed  (a  change  of
Beneficiaries under the designation will not be considered to be a revocation or
change of such optional  form of payment so long as the change in  Beneficiaries
does not alter, directly or indirectly,  the period over which distributions are
to be made under such form of payment);  provided,  however, that the provisions
of Section 4.1(C) hereof shall apply if the Participant has a spouse at the date
on which his initial payment under such optional form is due and his spouse does
not consent to such optional form of payment.  Subject to the preceding sentence
but notwithstanding any other provision of this Section 3.1 to the contrary, any
option  elected under this Section 3.1 must provide that the entire  interest of
the  Participant  will be expected to be distributed to the  Participant and his
Beneficiaries and joint pensioners,  in a manner that satisfies the restrictions
of Section 4.8 of the Plan, over one or a combination of the following periods:

     (a)  the life of the Participant;

     (b)  the lives of the Participant  and his designated  Beneficiary or joint
          pensioner;

     (c)  a period  certain  not  extending  beyond the life  expectancy  of the
          Participant;

          or

     (d)  a period certain not extending beyond the joint life and last survivor
          expectancy of the Participant and his designated  Beneficiary or joint
          pensioner.

Any amount that is payable to the child of a Participant  under an optional form
of payment  hereunder  shall be  treated  for the  purposes  of  satisfying  the
requirements of this paragraph as if it had been payable to the surviving spouse

<PAGE>
                                      3-4


of the  Participant  if such  amount  that is payable  to the child will  become
payable to such surviving  spouse upon such child's  reaching  majority (or upon
the occurrence of such other designated event permitted under regulations issued
with respect to Section 401(a)(9) of the Internal Revenue Code).

     If a Participant's  retirement income benefits have commenced in either the
form and amount  specified in Section 2 hereof or under an optional form elected
under the  provisions  of this  Section  3.1,  upon his  written  request to the
Committee  at least 30 but not more  than 90 days  prior to the  effective  date
thereof (or if the Participant waives the 30-day notice period with any required
spousal  consent,  then more than 7 days but not more than 90 days  prior to the
effective  date thereof),  he may elect to discontinue  receiving his retirement
income under such form and amount of payment and, in lieu thereof, to receive on
and after such  effective  date a  retirement  income or  benefit of  equivalent
actuarial value that is payable to him for life or is payable in accordance with
one of the options  provided above;  provided,  however,  that (a) only one such
change may be made by any Participant  after his retirement income payments have
commenced (b) a change after the Annuity  Starting Date will not be permitted if
the retirement  income or benefit  payments are being made under the terms of an
annuity  contract  purchased  on behalf  of the  Participant  from an  insurance
company.  A  Participant  who  elects to change  his form of  payment  after his
Annuity  Starting  Date must submit to the  Committee  such evidence of his good
health as the Committee  requires and, if the Participant is receiving  payments
in a form in which a joint  pensioner  is  involved,  such  evidence of the good
health of his joint  pensioner as the  Committee  requires;  and any such change
will not be permitted if, in the opinion of the Committee,  such Participant or,
if applicable,  such joint  pensioner is not in good health.  The consent of the
Participant's  spouse (which shall include, if applicable,  his former spouse to
whom he was married on his Annuity  Starting  Date),  if any,  shall be required

<PAGE>
                                      3-5


before any such change in a form of payment that involves such spouse may become
effective,  including  any change that  represents a change in a form of payment
that was previously consented to by such spouse, unless, to the extent permitted
by law, the previous  consent  acknowledged  that the Participant may change the
form of payment without the further consent of said spouse.

     The Participant upon electing any option of this section will designate the
joint pensioner or Beneficiary to receive the benefit, if any, payable under the
Plan in the  event  of his  death  and  will  have  the  power  to  change  such
designation  from time to time,  subject to the provisions of this section.  Any
such   designation   will  name  a  joint  pensioner  or  one  or  more  primary
Beneficiaries  where  applicable.  Any  change  in a joint  pensioner  after the
Participant's  retirement  income payments have commenced will be considered and
treated  under the Plan in the same  manner  as, and will be subject to the same
restrictions that apply to, a change in the form of payment.  The consent of the
Participant's  spouse (which shall include, if applicable,  his former spouse to
whom he was married on his Annuity  Starting  Date),  if any,  shall be required
before any such change in a Beneficiary or joint  pensioner,  under an option in
which such spouse is not the primary Beneficiary or joint pensioner,  may become
effective,  unless,  to the extent  permitted by law, such spouse has previously
consented to and acknowledged  that the Participant may change  Beneficiaries or
joint  pensioners  without the further consent of said spouse. A Participant who
wants to change any  designated  joint  pensioner  after his  retirement  income
payments  have started must submit to the  Committee  such  evidence of the good
health of any joint  pensioner that is being removed as the Committee  requires,
and any such change  shall be denied if, in the opinion of the  Committee,  such
joint pensioner is not in good health.  The amount of retirement  income payable
to the  Participant  upon the  designation  of a new  joint  pensioner  shall be
actuarially  redetermined,  taking  into  account  the age of the  former  joint
pensioner,  the new joint pensioner and the  Participant.  Each such designation
will be made in writing on a form prepared by the  Committee.  In the event that

<PAGE>
                                      3-6


no designated Beneficiary survives the Participant, such benefits as are payable
in the event of the death of the Participant  subsequent to his retirement shall
be paid as provided in Section 5.2 hereof.

     Retirement  income  payments  will be made  under  the  option  elected  in
accordance  with the  provisions  of this  section  and will be  subject  to the
following limitations:

          (A)  If a  Participant's  service is terminated by reason of his death
               prior to his Annuity  Starting  Date,  no benefit will be payable
               under the option to any  person,  but a benefit may be payable on
               his behalf in accordance  with the  provisions of Section  2.4(B)
               hereof.

          (B)  If a terminated Participant dies after the date of termination of
               his service and prior to his Annuity  Starting  Date,  no benefit
               will be payable under the option to any person, but a benefit may
               be  payable  on  his  behalf  under  the  provisions  of  Section
               2.4(A)(3) hereof.

          (C)  In the case of a  Participant  who is  married  and who elects an
               option under which the  commencement of payment of his retirement
               income  is  deferred  beyond  his  regularly   scheduled  Annuity
               Starting  Date,  the  option  elected  by such  Participant  must
               provide that a monthly lifetime income equal to or greater than a
               qualified  preretirement  survivor annuity (within the meaning of
               Section  417(c) of the Internal  Revenue Code) will be payable to
               his  surviving  spouse  in the  event  of his  death  after  such
               regularly  scheduled  Annuity  Starting  Date  and  prior  to his
               elected  Annuity  Starting Date unless his spouse consents to the
               option not providing such an income.

          (D)  If the designated  Beneficiary or joint pensioner dies before the
               Participant's  Annuity  Starting Date, the option elected will be
               cancelled  automatically and the retirement income payable to the
               Participant  will be paid in the  applicable  form  described  in
               Section 2 hereof unless a new election is made in accordance with
               the  provisions  of this section or unless a new  Beneficiary  or
               joint  pensioner is  designated by the  Participant  prior to the
               date that his retirement income commences under the Plan.

          (E)  If the  Participant  and, if applicable,  his joint pensioner and
               his  designated  Beneficiary  all  die  after  the  Participant's
               Annuity  Starting  Date  but  before  the full  payment  has been
               effected  under any option  providing  for  payments for a period
               certain and if the commuted  value of the  remaining  payments is
               equal to or less than the maximum  amount that is  permissible as
               an  involuntary  cash-out  of  accrued  benefits  under  Sections
               411(a)(11)   and  417(e)  of  the   Internal   Revenue  Code  and
               regulations  issued with respect  thereto,  the commuted value of
               the  remaining  payments  shall,  subject  to the  provisions  of
               Section 3.2 hereof,  be paid in a lump sum in accordance with the
               provisions of Section 5.3 hereof.

<PAGE>
                                      3-7



          (F)  If the Participant dies after his Annuity Starting Date,  payment
               of his remaining interest,  if any, shall be distributed,  to the
               extent required by Section 401(a)(9) of the Internal Revenue Code
               and  regulations  issued  thereunder,  at  least  as  rapidly  as
               provided  under the  method  of  payment  in effect  prior to his
               death.

3.2 - LUMP-SUM PAYMENT OF SMALL RETIREMENT INCOME

     Notwithstanding  any  provision  of  the  Plan  to  the  contrary,  if  the
single-sum value of the retirement  income or other benefit payable on behalf of
any Participant hereunder whose retirement income or other benefit payments have
not commenced does not exceed $5,000,  the following  provisions  shall apply. A
distribution  under this  Section  3.2 will not be  permitted  after the Annuity
Starting  Date and will not be  permitted  in the case of a  Participant  who is
entitled to disability retirement income payments. For the purposes of the Plan,
a payment  shall not be  considered  to occur  after the Annuity  Starting  Date
merely  because  actual  payment is reasonably  delayed for  calculation  of the
benefit amount if all payments due are actually made. Once a  determination  has
been made by the  Committee  as to  whether  or not a  lump-sum  payment  may be
payable as of the date of  termination  of the  Participant's  service under the
provisions  of this  Section 3.2,  calculations  shall not be required as of any
subsequent  date to determine  whether or not a lump-sum amount is payable under
this Section 3.2;  provided,  however,  that the Committee  shall have the right
(but shall be under no  obligation)  to establish,  on a  nondiscriminatory  and
uniformly applied basis, subsequent dates as of which calculations shall be made
to determine whether or not (due to changes in the actuarial assumptions used to
compute  lump-sum  distributions  or due to a change in the maximum  permissible
involuntary cash-out amount) lump-sum amounts are payable under this Section 3.2
as of any such subsequent date on behalf of those Participants whose service had
been terminated prior to such date but whose retirement  income or other benefit
payments have not commenced.


<PAGE>
                                      3-8


     (A) Involuntary Cash-Out: If the single-sum value of the benefit payable to
the  Participant  does not  exceed  $1,000,  or if the  benefit  is payable to a
Beneficiary  and the  single-sum  value does not exceed  $5,000,  the  actuarial
equivalent of such benefit shall be paid in a lump sum.

     (B) Voluntary  Cash-Out:  If the single-sum value of the benefit payable to
the  Participant  is  greater  than  $1,000  but does  not  exceed  $5,000,  the
Participant may elect to receive the actuarial equivalent  (determined using the
interest  and  mortality  assumptions  that  are  being  used as of the  Annuity
Starting Date to determine  actuarially  equivalent  lump-sum  distributions) of
such benefit in a lump-sum  distribution.  Such  election must be in writing and
must be filed with the  Committee  within 90 days after the date as of which the
Committee  informs him in writing of the  actuarially  equivalent  value of such
benefits. Payment of the elected benefit must be made or commence within 90 days
after such election.

     (C) Lump-Sum Cash-Out of Zero Vested Accrued Benefits:  For the purposes of
the Plan, if the present value of the vested accrued  benefit that is payable on
behalf  of any  Participant  whose  service  is or has been  terminated  (either
before,  on or after the Effective  Date of the Plan) is zero,  the  Participant
shall be deemed to have received a distribution  of such vested accrued  benefit
as of the date of  termination  of his  service.

3.3 - BENEFITS  APPLICABLE TO PARTICIPANT  WHO HAS BEEN OR IS EMPLOYED BY TWO OR
MORE EMPLOYERS

     In the event that a Participant's  service is terminated for any reason and
such  Participant  has been or is  employed  by any two or more  Employers,  his
retirement or  termination  benefit,  if any,  shall be computed by applying the
benefit  formulas  as if all the  Employers  were a single  Employer;  provided,
however,  if the Plan does not  represent an IRC 414(l) Single Plan with respect
to all such Employers,  there shall be a proper allocation  (taking into account
the Credited  Service and  Compensation  applicable to each Employer or group of
Employers  with respect to which the Plan  represents an IRC 414(l) Single Plan)

<PAGE>
                                      3-9


of the costs of the  resulting  benefits  among the  Employers  (with respect to
which the Plan does not  represent  an IRC  414(l)  Single  Plan) by which  such
Participant has been or is employed.

3.4 - NO DUPLICATION OF BENEFITS

     Unless  the  context  clearly  provides   otherwise,   there  shall  be  no
duplication of benefits under the Plan or under any Supplement  hereto,  and the
benefits  payable under any section of the Plan to or on behalf of a Participant
shall be inclusive of the benefits, if any, concurrently payable to or on behalf
of the same  Participant  under  all  other  sections  of the Plan and under any
Supplement hereto.

3.5 - FUNDING  OF  BENEFITS  THROUGH  PURCHASE  OF LIFE  INSURANCE  CONTRACT  OR
CONTRACTS

     In lieu of paying  benefits  from the Trust  Fund to a  Participant  or his
Beneficiary,  upon direction of the Committee with specific prior  authorization
in writing  from the  Employer,  the  Trustee  shall  enter  into a contract  or
contracts,  or an agreement or  agreements,  with one or more legal reserve life
insurance  companies for the purchase,  with funds in the Trust, of a retirement
annuity or other form of life  insurance  contract  which,  as far as  possible,
provides benefits equal to (or actuarially  equivalent to) those provided in the
Plan for such  Participant  or  Beneficiary,  but  provides no optional  form of
retirement  income or benefit  which would not be  permitted  under  Section 3.1
hereof,  whereupon  such  contract  shall  thereafter  govern the payment of the
amount of benefit, if any, represented by such contract,  which is payable under
the Plan upon the  Participant's  retirement or termination of service,  and the
liability  of the Trust  Fund and of the Plan  will  cease  and  terminate  with
respect to such  benefits that are purchased and for which the premiums are duly
paid.

     Any policy or contract  issued under this  section  shall be subject to the
provisions  hereof  pertaining to the Qualified  Joint and 50% Survivor  Annuity
Option and to the Qualified Preretirement Survivor Annuity.

<PAGE>
                                      3-10



     Any policy or contract  issued under this section prior to the  termination
of the  Plan or  prior  to the  distribution  of the  policy  or  contract  to a
Participant or Beneficiary hereunder shall provide that the Trustee shall retain
all rights of  ownership  at all times  except the right,  unless such policy or
contract  provides  otherwise,  to  designate  the  Beneficiary  to receive  any
benefits  payable upon the death of the  Participant  and shall further  provide
that all dividends or experience rating credits shall be paid to the Trustee and
applied to reduce future Employer contributions to the Plan.

     Any  annuity  contract  distributed  by the  Trustee  to a  Participant  or
Beneficiary  hereunder shall contain a provision to the effect that the contract
may not be sold, assigned,  discounted or pledged as collateral for a loan or as
security for the  performance of an obligation or for any other purpose,  to any
person other than the issuer thereof.


<PAGE>

                                       4-1

                                    SECTION 4

                  GOVERNMENTAL REQUIREMENTS AFFECTING BENEFITS


4.1 - SPECIAL PROVISIONS REGARDING AMOUNT AND PAYMENT OF RETIREMENT INCOME

     The amount and payment of retirement  income determined under Sections 2.1,
2.2, 2.3 and 2.4 hereof  shall be subject to the  following  provisions  of this
Section 4.1.

     (A) Limitations Imposed by Section 415 of Internal Revenue Code:

     (1) Maximum  Amount of  Retirement  Income:  Any  provisions  herein to the
contrary  notwithstanding,  in no event shall the monthly retirement income that
is payable on or after the first day of the limitation year beginning in 1987 to
a  Participant  hereunder  exceed the maximum  amount of  retirement  income for
defined  benefit plans as specified in Section 415 of the Internal  Revenue Code
and regulations and rulings issued pursuant thereto; provided, however, that:

               (a)  the maximum  amount of  retirement  income  applicable  to a
                    Participant who was a participant in the Superseded Plan, if
                    any,  before the limitation year beginning in 1983 and whose
                    Credited  Service includes service that was accrued prior to
                    such  limitation  year,  shall not be less than his  current
                    accrued  benefit within the meaning of Section  235(g)(4) of
                    the Tax Equity and Fiscal Responsibility Act of 1982;

                    and

               (b)  such maximum  amount of  retirement  income  applicable to a
                    Participant who was a participant in the Superseded Plan, if
                    any,  before the limitation year beginning in 1987 and whose
                    Credited  Service includes service that was accrued prior to
                    such  limitation  year,  shall not be less than his  current
                    accrued benefit within the meaning of Section  1106(i)(3)(B)
                    of the Tax Reform Act of 1986.

<PAGE>
                                      4-2



In determining  the maximum monthly  retirement  income payable on behalf of any
Participant,  all  defined  benefit  plans  (whether or not  terminated)  of the
Controlled  Group  Members are to be treated as one defined  benefit  plan.  The
proportion  of the maximum  monthly  retirement  income  applicable  to all such
defined  benefit plans of the Controlled  Group Members shall be determined on a
pro rata basis  depending upon the actuarially  equivalent  amount of retirement
income otherwise accrued under each such defined benefit plan.

Under Section 415 of the Internal  Revenue Code,  the amount of a  Participant's
"annual  benefit" (as such term is defined in Section 415),  payable in the form
of a straight  life  annuity,  for any  limitation  year that is produced by the
amount of such  Participant's  monthly  retirement  income  shall not exceed the
lesser of:

               (c)  $160,000  (as adjusted for  cost-of-living  increases  under
                    Section 415(d) of the Internal Revenue Code), or

               (d)  100% of the  Participant's  average IRC 415 Compensation for
                    his highest three consecutive years of service or the actual
                    number of consecutive years if less than three.

     (2)  Actuarial  Assumptions  and  Related  Adjustments:   For  purposes  of
determining  the  actuarially  equivalent  maximum  amount of retirement  income
permitted  under  this  Section  4.1(A)  with  respect to any  Participant,  the
interest and mortality tables specified below shall control.

               (a)  For purposes of this Section 4.1(A)(2),  the "Plan Mortality
                    Table"  is the  mortality  table  determined  under  Section
                    1.1(B)(1)(a)  without  regard  to this  section.  The  "Plan
                    Interest  Rate" is the  rate of  interest  determined  under
                    Section  1.1(B)(1)(b)  without  regard to this section.  The
                    "Applicable   Mortality   Table"  is  the  mortality   table
                    specified by the  Secretary of Treasury  pursuant to Section
                    415(b)(2)(E)  of the Internal  Revenue  Code  (which,  as of
                    April 1,  2006,  is based  upon a fixed  blend of 50% of the
                    unloaded male mortality rates and 50% of the unloaded female
                    mortality  rates  underlying the mortality rates in the 1994
                    Group  Annuity  Reserving  Table,  projected  to 2002).  The

<PAGE>
                                      4-3


                    "Applicable Interest Rate" is the annual rate of interest on
                    30-year  Treasury  securities  as determined by the Internal
                    Revenue   Service  for  the  second  full   calendar   month
                    immediately  preceding the first day of the Plan Year during
                    which the Annuity Starting Date occurs.

               (b)  For the purposes of determining  whether any benefit payable
                    under the Plan in any form  which is not  subject to Section
                    417(e)(3) of the  Internal  Revenue Code exceeds the maximum
                    retirement  income under Section 4.1(A),  such benefit shall
                    be  converted to an  actuarially  equivalent  straight  life
                    annuity  beginning at the same age.  The  interest  rate and
                    mortality table used in such calculation shall be either (i)
                    the Plan Interest Rate and the Plan Mortality  Table or (ii)
                    5% and the Applicable Mortality Table,  whichever yields the
                    greater amount.

               (c)  For the purposes of determining  whether any benefit payable
                    under  the Plan in any  form  which is  subject  to  Section
                    417(e)(3) of the Internal Revenue Code, (which shall include
                    lump-sum  distributions and other forms of distribution that
                    provide payments in the form of a decreasing annuity or that
                    provide  payments  for a  period  less  than the life of the
                    recipient)  exceeds  the  maximum  retirement  income  under
                    Section  4.1(A),  such  benefit  shall  be  converted  to an
                    actuarially  equivalent  straight life annuity  beginning at
                    the same age. The interest rate and mortality  table used in
                    such calculation  shall be either (i) the Plan Interest Rate
                    and the Plan Mortality Table or (ii) the Applicable Interest
                    Rate and the Applicable  Mortality  Table,  whichever yields
                    the greater amount.

               (d)  If the benefit of a Participant begins after the Participant
                    attains  age  65,  the  defined  benefit  dollar  limitation
                    applicable to the  Participant at the later age shall be the
                    annual  benefit  payable  in the  form  of a  straight  life
                    annuity  beginning  at the  later  age  that is  actuarially
                    equivalent  to  the  defined   benefit   dollar   limitation
                    applicable to the  Participant at age 65 (adjusted under (f)
                    below, if required). The actuarial equivalent of the defined
                    benefit dollar limitation  applicable at an age after age 65
                    shall  be  determined  as the  lesser  of (i) the  actuarial
                    equivalent  (at  such  age) of the  defined  benefit  dollar
                    limitation  computed  using the Plan  Interest  Rate and the
                    Plan Mortality Table, and (ii) the actuarial  equivalent (at
                    such age) of the defined benefit dollar limitation  computed
                    using  a  5  percent   interest  rate   assumption  and  the
                    Applicable  Mortality Table.  For these purposes,  mortality
                    between age 65 and the age at which benefits  commence shall
                    be ignored.

<PAGE>
                                      4-4



               (e)  If the benefit of a Participant  begins prior to age 62, the
                    defined   benefit  dollar   limitation   applicable  to  the
                    Participant  at such earlier age shall be an annual  benefit
                    payable in the form of a straight life annuity  beginning at
                    the  earlier  age that is the  actuarial  equivalent  of the
                    defined   benefit  dollar   limitation   applicable  to  the
                    Participant  at  age  62  (adjusted   under  (f)  below,  if
                    required).  The defined benefit dollar limitation applicable
                    at an age prior to age 62 is determined as the lesser of (i)
                    the  actuarial  equivalent  (at  such  age)  of the  defined
                    benefit dollar  limitation  computed using the Plan Interest
                    Rate and the Plan  Mortality  Table,  and (ii) the actuarial
                    equivalent  (at  such  age) of the  defined  benefit  dollar
                    limitation  computed using a 5 percent interest rate and the
                    Applicable  Mortality  Table.  Any  decrease  in the defined
                    benefit dollar limitation determined in accordance with this
                    paragraph  (e) shall not  reflect a mortality  decrement  if
                    benefits   are  not   forfeited   upon  the   death  of  the
                    Participant.  If any benefits are forfeited upon death,  the
                    full mortality decrement shall be taken into account.

               (f)  If the Participant has less than ten years of  participation
                    in the Plan,  the maximum  dollar  limitation  under Section
                    415(b)(1)(A)   of  the  Internal   Revenue  Code   otherwise
                    applicable  to the  Participant  shall  be  multiplied  by a
                    fraction  the  numerator of which is the number of years (or
                    part  thereof)  of   participation  in  the  Plan,  and  the
                    denominator  of which is ten.  In the case of a  Participant
                    who has less than ten years of service  with the  Controlled
                    Group  Members,  the percentage of  compensation  limitation
                    under  Section  415(b)(1)(B)  of the  Internal  Revenue Code
                    shall be  multiplied by a fraction the numerator of which is
                    the number of the  Participant's  years (or part thereof) of
                    service  with  the  Controlled   Group   Members,   and  the
                    denominator of which is ten.

     (3)  Cost-of-Living  Adjustments:  In the event that the maximum  amount of
retirement  income  permitted under Section 415 of the Internal  Revenue Code is
increased after the date of commencement  of a Participant's  retirement  income
due to any cost-of-living  adjustment  announced by the Internal Revenue Service
pursuant to the provisions of Section  415(d) of the Internal  Revenue Code, the
amount of monthly  retirement  income  payable  under the Plan to a  Participant
whose  retirement  income is restricted due to the provisions of such section of
the Internal Revenue Code shall be increased, effective as of January 1st of the

<PAGE>
                                      4-5


calendar year for which such increase becomes effective or, if applicable, as of
such other date as the  Secretary of the Treasury or his delegate may  prescribe
as the date on which such  increase  shall  become  effective,  to  reflect  the
increase in the amount of  retirement  income that may be payable under the Plan
as a  result  of  such  cost-of-living  adjustment;  provided,  however,  if the
Employer  maintains a plan for the purpose of  restoring  benefits  that certain
Participants  may  not  receive  under  the  Plan  due  to  the  limitations  on
contributions  and benefits  imposed by Section 415 of the Internal Revenue Code
and/or due to the limitations  imposed on Compensation  under Section 401(a)(17)
of said Code and if the Participant or his Beneficiary  receives or has received
a benefit or benefits under such  restoration plan and a portion of such benefit
or benefits would be duplicated by the cost-of-living  adjustment provided under
this  paragraph,  then such  cost-of-living  adjustment  that would  represent a
duplication of benefits shall not apply to the Participant or Beneficiary unless
the value of the benefit payable from the restoration plan that would cause such
duplication  of  benefits  under this Plan is  returned  to the  Employer by the
Participant  or  Beneficiary  within  60  days  of the  effective  date  of such
cost-of-living  adjustment  or the date that such  cost-of-living  adjustment is
announced by the Internal Revenue Service, whichever date is later; and provided
further,  however,  that such 60-day period may be extended by the Committee if,
in its opinion, reasonable cause exists for such an extension.

     (4) IRC Section 415 Definitions:  Following are certain terms that are used
herein for the  purposes of the  limitations  under  Section 415 of the Internal
Revenue Code and that shall have the meanings assigned to them in Section 415 of
said Code and regulations and rulings issued with respect thereto:

               (a)  The term  "defined  benefit  plan"  shall  have the  meaning
                    assigned in Section 414(j) of the Internal Revenue Code.

               (b)  The term "IRC 415  Compensation"  shall  include  (i) wages,
                    salaries,  fees for professional services, and other amounts
                    received (without regard to whether or not an amount is paid
                    in cash) for  personal  services  actually  rendered  in the

<PAGE>
                                      4-6


                    course of  employment  with the  Employer 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,   reimbursements  and  expense  allowances),  (ii)
                    earned  income (as  described  in Section  401(c)(2)  of the
                    Internal Revenue Code and the regulations thereunder), (iii)
                    amounts described in Sections  104(a)(3),  105(a) and 105(h)
                    of the Internal  Revenue  Code,  but only to the extent that
                    these  amounts  are  includable  in the gross  income of the
                    Participant, (iv) amounts paid or reimbursed by the Employer
                    for moving expenses incurred by the Participant, but only to
                    the extent  that these  amounts  are not  deductible  by the
                    Participant  under Section 217 of the Internal Revenue Code,
                    (v) the value of a non-qualified stock option granted to the
                    Participant by the Employer, but only to the extent that the
                    value of the stock option is  includable in the gross income
                    of the  Participant  for the taxable year in which  granted,
                    (vi)  the  amount  includable  in the  gross  income  of the
                    Participant  upon making the  election  described in Section
                    83(b) of the  Internal  Revenue  Code and (vii) any  amounts
                    received  by  the   Participant   pursuant  to  an  unfunded
                    non-qualified  plan in the year such amounts are  includable
                    in  the  gross  income  of  the  Participant.   The  amounts
                    described in (i) and (ii) above shall include foreign earned
                    income as defined in Section 911(b) of the Internal  Revenue
                    Code,  whether or not  excludable  from gross  income  under
                    Section  911 of said Code.  The term "IRC 415  Compensation"
                    shall also include (i) any  elective  deferral as defined in
                    Section 402(g)(3) of the Internal Revenue Code, and (ii) any
                    amount which is  contributed  or deferred by the Employer at
                    the election of the Employee and which is not  includible in
                    the gross  income of the  Employee by reason of Section 125,
                    Section  132(f)(4),  or Section 457 of the Internal  Revenue
                    Code. Such  compensation  shall exclude (1) contributions by
                    the  Employer to a plan of deferred  compensation  which are
                    not  included  in the  Participant's  gross  income  for the
                    taxable year in which contributed  (except as provided above
                    in this subsection  (b)), (2)  contributions by the Employer
                    under a simplified  employee pension plan to the extent such
                    contributions  are  deductible by the  Participant,  (3) any
                    distribution  from  a plan  of  deferred  compensation,  (4)
                    amounts realized from the exercise of a non-qualified  stock
                    option,  (5)  amounts  realized  when  restricted  stock (or
                    property)  held by the  Participant  either  becomes  freely
                    transferable  or is no longer subject to a substantial  risk
                    of forfeiture,  (6) amounts realized from the sale, exchange

<PAGE>
                                      4-7


                    or other  disposition  of stock  acquired  under a qualified
                    stock option,  (7) other amounts which received  special tax
                    benefits and (8) contributions made by the Employer (whether
                    or not  under a  salary  reduction  agreement)  towards  the
                    purchase of an annuity  described  in Section  403(b) of the
                    Internal  Revenue  Code  (whether  or not  the  amounts  are
                    actually   excludable   from  the   gross   income   of  the
                    Participant).  Amounts under Section 125 include any amounts
                    not  available  to a  Participant  in cash in lieu of  group
                    health coverage because the Participant is unable to certify
                    that he has other  health  coverage;  provided  that such an
                    amount shall be treated as an amount under  Section 125 only
                    if the  Employer  does not  request or  collect  information
                    regarding such  Participant's  other health coverage as part
                    of the enrollment process for the health plan.

               (c)  The term  "limitation  year" is the 12-month period which is
                    used for application of the limitations under Section 415 of
                    the Internal  Revenue Code and, unless a different  12-month
                    period has been elected by the Employer in  accordance  with
                    rules or regulations  issued by the Internal Revenue Service
                    or the Department of Labor, shall be the calendar year.

     (B)  Minimum  Benefits on Normal or Early  Retirement:  Any  provisions  of
Section 2.1 or 2.2 hereof to the contrary  notwithstanding,  in the event of the
normal  retirement or early  retirement of a Participant in accordance  with the
provisions  of  Section  2.1  or  2.2  hereof,  his  monthly  retirement  income
determined in accordance with the provisions of Section 2.1(B) or 2.2(B) hereof,
whichever is applicable,  shall not be less than the monthly  retirement income,
if any, determined in accordance with the provisions of Section 2.1(B) or 2.2(B)
hereof that such  Participant  would have  received  as of any  earlier  date of
retirement if he had retired  under the  provisions of Section 2.1 or 2.2 at any
time prior to his actual date of retirement.

     (C)  Requirement  With  Respect to Form of  Payment:  The  Committee  shall
provide each Participant, during the period beginning 90 days before his Annuity
Starting  Date and ending 30 days before his Annuity  Starting  Date (or as soon
after the  expiration  of such  period as is  administratively  practicable),  a
written notification of his optional forms of payment. Such written notification
shall set forth an explanation of:

<PAGE>
                                      4-8



     (1)  if the Participant is married:

               (a)  the  terms and  conditions  of the  Qualified  Joint and 50%
                    Survivor Annuity form of payment;

               (b)  the  Participant's   right  to  elect,  and  the  effect  of
                    electing,  to waive the  Qualified  Joint  and 50%  Survivor
                    Annuity form of payment;

               (c)  the rights of the Participant's spouse; and

               (d)  the right to revoke, and the effect of revoking, an election
                    to waive the Qualified  Joint and 50% Survivor  Annuity form
                    of payment;

     (2)  the eligibility conditions and material features of the optional forms
          of payment available under the Plan;

     (3)  the financial effect of electing each optional form of payment;

     (4)  in the event the  notification  described  herein is  required  and is
          provided to the  Participant  after his  Annuity  Starting  Date,  the
          Participant's right to elect a retroactive Annuity Starting Date;

     (5)  the relative  values of the optional forms of payment  available under
          the Plan; and

     (6)  such  other   information   as  may  be  required   under   applicable
          regulations.

The written notification described above shall not be required if the single-sum
value of the Participant's retirement income is less than or equal to $5,000.

     In the event the written  notification  described  above is required and is
provided to the Participant after the  Participant's  Annuity Starting Date, the
Participant's  Annuity  Starting  Date  shall be deemed  to be his  "retroactive
Annuity Starting Date," and the provisions of Section 4.1(J) shall apply.

     Any  provisions  of  Section  2.1,  2.2,  2.3,  2.4(A) or 3.1 hereof to the
contrary notwithstanding, if a Participant does not elect, in writing filed with
the  Committee  during the  election  period  described  below,  to receive  the
retirement  income payable on his behalf on and after his Annuity  Starting Date
either  (i) under the form of  payment  that is  specified  in  Section  2.1(C),

<PAGE>
                                      4-9


2.2(C), 2.3(F) or 2.4(A)(2),  whichever is applicable, or (ii) under an optional
form of payment  described  in and  subject  to the  provisions  of Section  3.1
hereof,  such  Participant  shall be deemed to have elected,  and the retirement
income  payable on and after his Annuity  Starting Date shall  automatically  be
paid in accordance with the provisions of, either:

     (1)  if he does not have a spouse at his Annuity Starting Date, the form of
          payment  that is  specified  in  Section  2.1(C),  2.2(C),  2.3(F)  or
          2.4(A)(2), whichever is applicable; or

     (2)  if he has a spouse at his Annuity  Starting Date, the Qualified  Joint
          and 50% Survivor Annuity Option.

Any  Participant  may make an election  under this  section at any time (and any
number of times) prior to the  commencement  of his  retirement  income or other
benefit  payments  and during the period  beginning on the date which is 90 days
prior to his Annuity  Starting Date and ending on the latest to occur of (i) his
Annuity Starting Date, (ii) the date which is 90 days after the date on which he
was provided with the general written  explanation  described above or (iii) the
date which is 90 days after the date on which he was provided  with any specific
detailed  information  concerning the payment of his  retirement  income that is
required  to be  furnished  due to the request of the  Participant.  If any such
Participant  does  not  file  his  election  with  the  Committee  prior  to the
expiration of the election  period  described  above,  the  commencement  of his
retirement income will be delayed until the end of such election period,  but he
will be entitled  to a  retroactive  payment  with  respect to those  retirement
income  payments which were delayed.  If any  Participant  has elected a form of
payment other than the automatic form provided  above and his retirement  income
or other benefit payments have not commenced,  he may  subsequently  revoke such
election,  in  writing  filed with the  Committee  within  the  election  period
described above, in order to receive his retirement income payable in accordance
with the automatic form provided above.  Any provisions of Section 3.1 hereof to

<PAGE>
                                      4-10


the  contrary  notwithstanding,  if any  Participant  is not  provided  with the
written notification described in the first sentence of this section at least 30
days  before  his  Annuity   Starting  Date  but  is  provided  in  the  written
notification  a period of at least 30 days in which to make his  election  under
this  section,  he may waive such notice  period  (with any  applicable  spousal
consent) and file his election with the Committee,  and his retirement income or
other  benefit  may  commence  within  30 days  after  the  date on which he was
provided with such written  notification,  but more than 7 days after such date.
Any provisions  herein to the contrary  notwithstanding,  the written consent of
the Participant's spouse during the applicable election period shall be required
in order for the  Participant to receive his  retirement  income in a form other
than that provided under a Qualified Joint and Survivor Annuity.

     (D) Qualified  Preretirement  Survivor Annuity: If a deceased  Participant,
whose death occurs on or after his Initial Vesting Date and prior to his Annuity
Starting  Date, had been married to his spouse  throughout  the one-year  period
immediately  preceding  his death and he had  designated a person other than his
spouse as his  Beneficiary  and such  spouse has not validly  consented  to such
other person being  designated  as the  Beneficiary,  the  Participant  shall be
deemed to have:

     (1)  revoked his prior designation of Beneficiary;

     (2)  designated  such spouse as his Beneficiary to receive a portion of the
          death benefit payable on his behalf under Section 2.3(G), 2.4(A)(3) or
          2.4(B), whichever is applicable;

     (3)  specified  that the  portion of the  benefit  provided  under  Section
          2.3(G),  2.4(A)(3) or 2.4(B) that is payable to his  surviving  spouse
          will be payable as an actuarially equivalent monthly income payable on
          the first day of each month with the first  payment being due (only if
          said spouse is then  living) on the  Participant's  Normal  Retirement
          Date or the first day of the month  coincident  with or next following
          the date of the Participant's death,  whichever is later, and with the
          last payment being the payment due immediately preceding such spouse's
          death;

     (4)  specified  that the  portion of the  benefit  provided  under  Section
          2.3(G),  2.4(A)(3) or 2.4(B) that is payable to the  surviving  spouse
          shall have an actuarially  equivalent single-sum value,  determined as

<PAGE>
                                      4-11


          of the date of his death, equal to the single-sum value, determined as
          of the date of his death, of the monthly  retirement income that would
          be payable to his surviving  spouse,  commencing on the  Participant's
          Earliest Annuity  Commencement Date, under the Qualified Joint and 50%
          Survivor Annuity Option if:

          (a)  the Participant's  service had been terminated on the date of his
               death for a reason other than disability retirement or death (or,
               if the Participant is a vested terminated Participant entitled to
               a benefit under  Section  2.4(A)  hereof,  he had survived to the
               Earliest Annuity Commencement Date);

          (b)  the  Participant  had (for the purposes of determining the amount
               of such  monthly  retirement  income  commencing  at his Earliest
               Annuity  Commencement  Date)  waived the death  benefit  coverage
               under Section 2.4(A)(3) hereof, if applicable,  during the period
               beginning  on the date of his  death and  ending on his  Earliest
               Annuity Commencement Date; and

          (c)  the Participant had died immediately  after such  commencement of
               payments  (one-half of the initial  payment which would have been
               due the  Participant on his Earliest  Annuity  Commencement  Date
               shall be included in the determination of such single-sum value);
               and

     (5)  designated  such  other  person  (or  persons)  that was  named as his
          Beneficiary  under such  revoked  designation  as the  Beneficiary  to
          receive the  remaining  portion of such benefit  payable on his behalf
          under  and in  accordance  with  the  provisions  of  Section  2.3(G),
          2.4(A)(3) or 2.4(B) hereof.

In lieu of the payment of such benefit to the surviving  spouse of a Participant
in the  form  of  the  monthly  income  described  in  Section  4.1(D)(3)  above
commencing at the Participant's Normal Retirement Date, such benefit may be paid
on an actuarially  equivalent  basis to the  Participant's  spouse in such other
manner and form  permitted  under Section  2.4(B) hereof and  commencing on such
other date  permitted  under Section  2.4(B) hereof as the surviving  spouse may
elect in  writing  filed  with  the  Committee.  For the  purposes  of  Sections
4.1(D)(3) and  4.1(D)(4)  above,  the Earliest  Annuity  Commencement  Date of a
deceased  disabled  Participant on whose behalf a death benefit is payable under
Section 2.3(G) hereof and the monthly retirement income that would be payable to

<PAGE>
                                      4-12


his surviving  spouse,  commencing on his Earliest  Annuity  Commencement  Date,
under the Qualified Joint and 50% Survivor  Annuity Option,  shall be determined
as though such Participant had recovered from his total and permanent disability
and had reentered the service of the Employer immediately prior to his death.

     Except to the extent that it is otherwise  permissible under the provisions
of Section 417 (or any other applicable section) of the Internal Revenue Code or
regulations  or rulings  issued  pursuant  thereto for such a spouse to elect to
waive his right to the qualified  preretirement survivor annuity, the consent of
the  Participant's  spouse to another person being designated as the Beneficiary
of the  Participant  shall be valid for the purposes of this Section 4.1(D) only
if such consent  satisfies  the  requirements  of Section  4.1(E) hereof and the
Participant  was  given a written  explanation  of the  Qualified  Preretirement
Survivor Annuity  (containing the information  described in the paragraph below)
prior to  obtaining  such  consent;  provided,  further,  in the event  that the
Participant's  death occurs on or after the  beginning of the Plan Year in which
he  attained  the age of 35 years,  such  consent in order to be valid must have
been given on or after the  beginning of the Plan Year in which the  Participant
attained the age of 35 years or after his separation from service.

     The Committee  shall  provide each  Employee,  who is a Participant  in the
Plan, within the one-year period immediately  following (a) the beginning of the
Plan Year in which he will  attain  the age of 32 years or (b) the date on which
he becomes a Participant in the Plan,  whichever is later, or, if his service is
terminated  on or after his Initial  Vesting Date and prior to his attaining the
age of 32 years,  within the one-year period  immediately  following the date of
termination  of  his  service,  or as  soon  thereafter  as is  administratively
practicable,  with written  notification  of (i) the terms and  conditions  upon
which the  Qualified  Preretirement  Survivor  Annuity  described  above will be
payable to his surviving spouse,  (ii) the  Participant's  right to designate at

<PAGE>
                                      4-13


any time prior to his death a person  other  than his spouse as his  Beneficiary
and the effect that such a designation will have on the Qualified  Preretirement
Survivor Annuity, (iii) the rights of the Participant's spouse in the event that
the  spouse  does not  consent  to such  designation  and (iv) the  right of the
Participant  to  change  his  Beneficiary  designation  in  accordance  with the
provisions  of Section  5.2 hereof at any time prior to his death and the effect
that such a change will have upon the Qualified Preretirement Survivor Annuity.

     If the  Beneficiary  of a  Participant  is his spouse  but the  Participant
elects,  pursuant  to the  provisions  of Section  2.4(A)(3)  or 2.4(B)  hereof,
whichever  is  applicable,  an  actuarially  equivalent  form of  payment of the
benefit provided under such applicable section that does not provide for monthly
payments during the lifetime of his spouse in an amount at least as great as the
minimum qualified  preretirement  survivor annuity required under Section 417 of
the Internal Revenue Code, the Committee shall inform such Participant that such
election  will  constitute  an election  not to receive a benefit  which has the
effect of a qualified  preretirement survivor annuity provided under a qualified
joint and survivor  annuity as described in Section 417 of the Internal  Revenue
Code, and the consent of the Participant's spouse shall be required in order for
such an election to become effective.

     There shall be no duplication  between the benefits provided under Sections
2.3(G),  2.4(A)(3)  and 2.4(B) and under the  Qualified  Preretirement  Survivor
Annuity  described in this Section 4.1(D),  but the benefits under each shall be
inclusive of the benefits under the other.

     (E) Spousal Consent  Requirement and Waiver:  Any provisions  herein to the
contrary  notwithstanding,  if the consent of the spouse of the  Participant  is
required for any reason under the provisions hereof, such consent in order to be
effective must be in writing and witnessed by a Plan  representative or a notary
public. In the event that such consent is with respect to the election of a form
of payment other than a Qualified Joint and Survivor  Annuity or the designation
of a person other than the spouse as the Participant's Beneficiary, such consent

<PAGE>
                                      4-14


must  acknowledge  the  specific  form of payment  that has been  elected or the
person  who has been  designated  as  Beneficiary,  as the case may be, and must
acknowledge  the  effect  of such  consent.  Any of the  above  to the  contrary
notwithstanding,  such spousal consent for any reason  hereunder  shall,  unless
otherwise  required by the  Committee  or by  applicable  law, be waived for the
purposes of the Plan if:

          (1)  the spouse has previously  consented to such specified  action in
               accordance  with the provisions  above and such previous  consent
               (a) permits changes with respect to such specified action without
               any  requirement  of  further  consent  by  such  spouse  and (b)
               acknowledges the effect of such consent by the spouse;

               or

          (2)  it is established to the  satisfaction of the Committee that such
               consent may not be obtained  because there is no spouse,  because
               the   spouse   cannot  be   located  or  because  of  such  other
               circumstances  as the  Secretary  of the Treasury or his delegate
               may prescribe by  regulations  as reasons for waiving the spousal
               consent requirement.

Once spousal consent, which satisfies the requirements of this section, has been
given,  such consent may not be revoked by the spouse without the consent of the
Participant.

     (F) Latest Date of Commencement of Payments: Except to the extent otherwise
permissible  under rules or regulations  issued by the Internal Revenue Service,
distribution of the accrued benefit to which a Participant has a  nonforfeitable
interest must commence on a date not later than the earlier to occur of:

          (1)  his Required Beginning Date;

               or

          (2)  the later of:

               (a)  the date that is no later  than the 60th day after the close
                    of the Plan Year during which (i) his service is  terminated
                    for any reason, (ii) he attains the age of 65 years or (iii)
                    the  tenth  anniversary  of the date on  which he  initially
                    commenced  participation  in the  Plan or  Superseded  Plan,
                    whichever is latest, occurs; or

<PAGE>
                                      4-15



               (b)  the date that the Participant  elects in accordance with the
                    provisions of Section 3.1 hereof as the date of commencement
                    of his retirement income;

provided,  however,  if an  election  of a form of  payment  has been  made by a
Participant  prior to January 1, 1984 that provides for the  commencement of his
benefit at a date later than the date applicable under (1) or (2) above and such
election both (i) satisfies the  transitional  rule in Section  242(b)(2) of the
Tax Equity and Fiscal  Responsibility Act of 1982 (P.L. 97-248) and (ii) has not
been  subsequently  revoked  or  changed  (a change of  Beneficiaries  under the
designation  will not be considered to be a revocation or change of such form of
payment  so long as the change in  Beneficiaries  does not  alter,  directly  or
indirectly,  the period over which  distributions are to be made under such form
of payment),  distribution  of the  Participant's  accrued  benefit shall not be
required  to  commence  prior  to the  date of  commencement  specified  in such
election.

     (G) No Benefit  Reduction Due to Post Termination  Social Security Changes:
Benefits  under the Plan shall not be decreased by reason of any increase in the
benefit levels payable under Title II of the Social Security Act or by reason of
any increase in the wage base under such Title II, if such increase  takes place
after  September 2, 1974 or (if later) the earlier of the date of first  receipt
of such benefits or the date of the  Participant's  separation from service,  as
the case may be.

     (H) Minimum Preserved Benefit Due to Certain Amendments:  In the event that
the Plan or Superseded Plan has been or is amended  effective as of a date on or
after July 30, 1984 to eliminate or reduce a retirement-type subsidy or an early
retirement  benefit or to change the  actuarial  assumptions  used to  determine
actuarially  equivalent  benefits  payable  thereunder,  the monthly  retirement
income or other  benefit,  if any,  payable under the provisions of Section 2.1,
2.2, 2.3 or 2.4 (and Section 3.1 if an optional  form of payment is  applicable)
to a Participant, who was a participant in the Plan or Superseded Plan as of the

<PAGE>
                                      4-16


day  immediately  preceding the date that the  elimination,  reduction or change
becomes effective or the date of adoption of such amendment, whichever is later,
(herein referred to as the "Preservation Date") and who retires or whose service
is  terminated  after  the  Preservation  Date,  shall be at least  equal to the
corresponding  amount of the monthly retirement income or other benefit, if any,
payable to him under the provisions of such applicable  section of the Plan (or,
if  applicable,  the section of the  Superseded  Plan that  corresponds  to such
applicable  section of the Plan) as in effect on the Preservation  Date computed
using his Credited  Service,  Final  Average  Monthly  Compensation  and Monthly
Covered Compensation (or, if applicable, the corresponding terms used to compute
his accrued benefit under the Superseded Plan) determined as of the Preservation
Date under the provisions of the Plan (or, if applicable,  the Superseded  Plan)
as in effect on such date and using,  if  applicable,  the  mortality  table and
interest rate  assumptions that applied under the provisions of the Plan (or, if
applicable,  the  Superseded  Plan) as in  effect  on the  Preservation  Date to
compute actuarially  equivalent benefits payable to a Participant who retired or
whose service was terminated on the Preservation Date; provided,  however,  such
preservation  shall not be required  if,  under  regulations  or other  official
pronouncements of the Internal Revenue Service, such reduction or elimination or
such change in assumptions  (without the  preservation  described  above in this
subsection)  may be made  without  violating  the  anticutback  rules of Section
411(d)(6) of the Internal Revenue Code.

     (I)  Direct   Rollover   Options  for  Eligible   Rollover   Distributions:
Notwithstanding  any provision of the Plan to the contrary that would  otherwise
limit a distributee's  election under this section,  a distributee may elect, at
the time and in the manner  prescribed  by the plan  administrator,  to have any
portion of an  eligible  rollover  distribution  paid  directly  to an  eligible
retirement plan specified by the distributee in a direct rollover. The following
definitions apply to this section:

<PAGE>
                                      4-17



     (1)  Eligible rollover  distribution:  An eligible rollover distribution is
          any distribution of all or any portion of the balance to the credit of
          the distributee,  except that an eligible  rollover  distribution does
          not include:

          (a)  any distribution  that is one of a series of substantially  equal
               periodic  payments (not less  frequently  than annually) made for
               the life (or life  expectancy)  of the  distributee  or the joint
               lives (or joint life  expectancies)  of the  distributee  and the
               distributee's  designated beneficiary,  or for a specified period
               of 10 years or more; and

          (b)  any  distribution  to the extent  such  distribution  is required
               under Section 401(a)(9) of the Internal Revenue Code.

     (2)  Eligible retirement plan: An eligible retirement plan is an individual
          retirement account described in Section 408(a) of the Internal Revenue
          Code, an individual  retirement annuity described in Section 408(b) of
          said Code,  an annuity plan  described in Section  403(a) or 403(b) of
          said Code, an eligible  governmental  plan described in Section 457(b)
          of said Code, or a qualified trust described in Section 401(a) of said
          Code, that accepts the distributee's  eligible rollover  distribution.
          However,  in  the  case  of an  eligible  rollover  distribution  that
          includes after-tax employee contributions, an eligible retirement plan
          is an individual  retirement  account or annuity  described in Section
          408(a) or (b) of the Internal  Revenue  Code,  or a qualified  defined
          contribution  plan  described in Section 401(a) or 403(a) of said Code
          that  agrees  to  account   separately  for  amounts  so  transferred,
          including  separately  accounting for the portion of such distribution
          which  is   includible  in  gross  income  and  the  portion  of  such
          distribution  which is not so  includible.  The definition of eligible
          retirement  plan shall also apply in the case of a  distribution  to a
          surviving spouse, or to a spouse or former spouse who is the alternate
          payee under a qualified domestic relation order, as defined in Section
          414(p) of said Code.

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

     (4)  Direct  rollover:  A direct  rollover  is a payment by the Plan to the
          eligible retirement plan specified by the distributee.

<PAGE>
                                      4-18



Any options set forth in this section shall automatically become inoperative and
of no effect upon a ruling by the Treasury Department that the options set forth
herein are no longer required.

     (J)   Provisions    Concerning    Retroactive   Annuity   Starting   Dates:
Notwithstanding  any  provision  hereof to the  contrary,  in the event that the
written notification  described in Section 4.1(C) is required and is provided to
the Participant after the Participant's Annuity Starting Date, the Participant's
Annuity  Starting Date shall be deemed to be his  "retroactive  Annuity Starting
Date" and payment of the Participant's retirement income under Section 2.1, 2.2,
2.3,  2.4(A) or 3.1 hereof shall be made or commence in accordance  with Section
417(a) of the Internal Revenue Code, and regulations and rulings issued pursuant
thereto, and the following provisions of this Section 4.1(J).

        (1)  Notification  requirement:  In the event of a  retroactive  Annuity
Starting Date, the written  notification to the Participant  required by Section
4.1(C) shall set forth the  information  described in Section  4.1(C) both as of
his retroactive Annuity Starting Date and as of a date which is not more than 90
days  after the date on which  such  written  notification  is  provided  to the
Participant.

        (2) Election of  retroactive  Annuity  Starting  Date: In the event of a
retroactive Annuity Starting Date, the Participant's  retirement income shall be
determined  and  payable  as of a date  which is not more than 90 days after the
date on which the written notification required by Section 4.1(C) is provided to
the Participant,  unless the Participant  elects to have such retirement  income
determined  and  payable  as of such  retroactive  Annuity  Starting  Date.  The
Participant  may make such  election  on the  appropriate  form  provided by the
Committee and filed with the Committee  within the election period  described in
Section 4.1(C).

<PAGE>
                                      4-19



        (3) Spousal  consent  requirement:  In the event that (a) a  Participant
elects to receive his retirement  income under Section 2.1, 2.2, 2.3, 2.4(A), or
3.1 hereof  determined as of a retroactive  Annuity Starting Date, and (b) under
the form of payment  elected by such  Participant,  the  benefit  payable to the
Participant's spouse upon the Participant's death would be less than the benefit
payable  to  such  surviving  spouse  after  the  Participant's   death  if  the
Participant  had elected to receive a Qualified  Joint and 50% Survivor  Annuity
determined  and payable as of the date on which his retirement  income  payments
actually commence,  then the Participant's spouse must consent in writing to the
Participant's  election of such retroactive  Annuity Starting Date. Such spousal
consent  requirement shall be satisfied if the Participant's  spouse consents in
the manner provided in Section 4.1(C) to the  Participant's  election to receive
his retirement income in a form other than that provided under a Qualified Joint
and Survivor Annuity.

        (4) Make-up  payments  with  interest:  In the event that a  Participant
elects (with spousal  consent,  if applicable) to receive his retirement  income
under  Section  2.1,  2.2,  2.3,  2.4(A),  or  3.1  hereof  determined  as  of a
retroactive  Annuity  Starting  Date,  the  Participant  shall receive a make-up
payment  to reflect  any missed  payment  or  payments  for the period  from the
retroactive  Annuity  Starting Date to the date of the actual  make-up  payment,
with an appropriate  adjustment for interest from the date the missed payment or
payments  would  have been made  (including,  if  applicable,  a payment  of the
single-sum  value of the  Participant's  retirement  income)  to the date of the
actual make-up payment.

        (5) Future  payment  amount:  If the  Participant  elects (with  spousal
consent,  if  applicable) to receive his  retirement  income  determined as of a
retroactive  Annuity  Starting Date and the Participant  receives his retirement
income in a form other than a single-sum payment, the retirement income payments
that commence after he has received the notification required by Section 4.1(C),
other than any required make-up payment,  shall be in an amount that is equal to

<PAGE>
                                      4-20


the amount that would have been paid to the  Participant  had payments  actually
commenced on his retroactive Annuity Starting Date.

        (6)  Section  415  compliance:  Except in the case where  payment of the
Participant's retirement income (other than a form of payment that is subject to
Section 417(e) of the Internal Revenue Code,  including  lump-sum  distributions
and  other  forms  of  distribution  that  provide  payments  in the  form  of a
decreasing  annuity  or for a  period  less  than  the  life  of the  recipient)
commences no more than 12 months after the  retroactive  Annuity  Starting Date,
payment  of  the  Participant's   retirement  income,   including  any  interest
adjustments,  shall  satisfy the  requirements  of Section  415 of the  Internal
Revenue  Code if the  date  retirement  income  payments  actually  commence  is
substituted  for  the  retroactive  Annuity  Starting  Date  for  all  purposes,
including  for purposes of  determining  the  applicable  interest  rate and the
applicable mortality table described in Section 4.1(A)(2) hereof.

        (7) Section 417(e) compliance:  If the retirement income received by the
Participant  is in a form of payment  that  would  have been  subject to Section
417(e)  of  the  Internal  Revenue  Code  if  payment  had  commenced  as of the
retroactive  Annuity  Starting Date, then the amount of payment as of the actual
commencement  date  shall be no less than the  amount  of  payment  produced  by
applying  the  applicable  interest  rate  and the  applicable  mortality  table
(described  in Section  4.1(A)(2)  hereof),  determined  as of the date  payment
actually commences, to the annuity form that was used to determine the amount of
retirement income as of the Participant's retroactive Annuity Starting Date.

4.2 - LIMITATIONS ON BENEFITS REQUIRED BY THE INTERNAL REVENUE SERVICE

     (A) Limitation in the Event of Plan Termination: In the event that the Plan
is  terminated,  the  benefit  of any  Participant  who is a Highly  Compensated
Employee shall be limited to a benefit that is  nondiscriminatory  under Section
401(a)(4)  of the  Internal  Revenue  Code and  regulations  issued with respect
thereto.

<PAGE>
                                      4-21



     (B) Limitation on Annual Payments:

        (1) The  provisions of this Section  4.2(B) shall apply during each Plan
Year to those  Participants who during such Plan Year (a) are Highly Compensated
Employees and (b) are among the 25 nonexcludable  employees and former employees
of the Controlled  Group Members with the largest amount of  compensation in the
current  or any prior  year and  whose  annual  payments  under the Plan must be
restricted  due to the provisions of Section  401(a)(4) of the Internal  Revenue
Code and regulations issued with respect thereto.

        (2) To the extent required by Section  401(a)(4) of the Internal Revenue
Code and  regulations  issued with respect  thereto,  the annual benefit payable
under the Plan to any such  Participant  to whom the  provisions of this Section
4.2(B) are  applicable  shall not exceed an amount  equal to the  payments  that
would be made on his behalf under a single life  annuity  that is the  actuarial
equivalent of the sum of his accrued  benefit and his other  benefits  under the
Plan; provided, however, that such restriction shall not apply if:

          (a)  after  payment  of  the  "benefits"  (as  defined  below)  to the
               Participants  to whom the  provisions of this Section  4.2(B) are
               applicable,  the remaining value of Plan assets equals or exceeds
               110% of the value of current  liabilities  within the  meaning of
               Section  412(l)(7) of the Internal  Revenue Code and  regulations
               issued with respect thereto;

          (b)  the  value  of  the   "benefits"  (as  defined  below)  for  such
               Participant  is less than 1% of the value of current  liabilities
               within the meaning of Section  412(l)(7) of the Internal  Revenue
               Code and regulations issued with respect thereto;

          (c)  the  value  of the  Participant's  benefit  does not  exceed  the
               maximum amount that is permissible as an involuntary  cash-out of
               accrued  benefits  under  Sections  411(a)(11)  and 417(e) of the
               Internal  Revenue  Code  and  regulations   issued  with  respect
               thereto;

          (d)  an  agreement,   which  is  expressly   permitted  under  Section
               401(a)(4) of the Internal  Revenue Code or regulations or rulings
               issued with  respect  thereto,  is entered into with the Trustee,

<PAGE>
                                      4-22


               adequately  secured in conformity  with the  requirements of said
               Code  section,  regulations  or rulings,  which  provides for the
               repayment,  if applicable  and to the extent  required under said
               Code section,  regulations  or rulings,  to the Trust Fund of any
               part of the distribution which is restricted under the provisions
               of said Code section, regulations or rulings;

               or

          (e)  in the event of the termination of the Plan, there are sufficient
               assets  to  satisfy  all  benefit  liabilities  of  the  Plan  to
               Participants and their Beneficiaries.

        (3) For the purposes of this Section  4.2(B),  the term "benefit"  shall
have the meaning assigned in Treasury  Regulation Section  1.401(a)(4)-5(b)  and
shall include loans in excess of the amounts set forth in Section 72(p)(2)(A) of
the Internal Revenue Code, any periodic income, any withdrawal values payable to
a living  employee,  and any death benefits not provided for by insurance on the
employee's life.

4.3 - BENEFITS NONFORFEITABLE IF PLAN IS TERMINATED

     In the event of the  termination  or partial  termination  of the Plan, the
rights of each affected Participant in the Plan to benefits accrued to such date
of termination,  to the extent then funded, shall be nonforfeitable,  where such
benefits shall be determined and  distributed as provided in Section 4.5 hereof;
provided,  however,  if the participation in the Plan is terminated with respect
to one or more but not all  Employers  that are members of a group of  Employers
with respect to which the Plan  represents an IRC 414(l)  Single Plan,  the Plan
shall not be considered to have been terminated for the purposes of this Section
4.3  (although  a partial  termination  of the Plan may  result  because of such
termination of participation).  Unless specifically required otherwise by law or
by rules or  regulations of the Internal  Revenue  Service,  the  nonforfeitable
rights  granted to  Participants  under the provisions of this section shall not
apply with  respect to (i) any benefits  (or  portions  thereof)  that have been
cashed out, whether  voluntarily or  involuntarily,  under the provisions hereof
and that have not been  reinstated  (by  repayment  or by the  reinstatement  of

<PAGE>
                                      4-23


Credited  Service accrued prior to the date of such cash-out) in accordance with
the  provisions  hereof  prior  to  the  date  of  the  termination  or  partial
termination  of the Plan or (ii) any  nonvested  benefits that are deemed cashed
out and  forfeited  at the date of  termination  of service of a  terminated  or
retired   Participant  whose  service  was  terminated  prior  to  the  date  of
termination or partial termination of the Plan.

4.4 - MERGER OF PLAN

     In the  case of the  merger  or  consolidation  of the  Plan  with,  or the
transfer of assets or liabilities to, another  qualified  retirement  plan, each
Participant  must be entitled  to receive a benefit,  upon  termination  of such
other retirement plan after such merger,  consolidation or transfer, which is at
least  equal to the  benefit  which he  would  have  been  entitled  to  receive
immediately  before the merger,  consolidation  or transfer if the Plan had been
terminated at that time.

4.5 - TERMINATION OF PLAN AND DISTRIBUTION OF TRUST FUND

     Upon termination of the Plan in accordance with the provisions  hereof, the
share of the assets of the Trust Fund available for distribution to the affected
Participants and Beneficiaries  shall be allocated and distributed in accordance
with the following procedure.

     (A) The Committee shall determine the date of distribution and the share in
the value of the assets of the Trust Fund that is  attributable to each Employer
or group of Employers  with respect to which the Plan  represents  an IRC 414(l)
Single Plan.

     (B) The distribution of the asset value will,  subject to the provisions of
Section  417(e)(1) of the Internal  Revenue Code, be provided by the purchase of
insured annuities from a company or companies selected by the Committee for each
class of Participants  and other persons entitled to benefits under the Plan, as
specified in (C) below.  Any annuities  purchased  pursuant to the provisions of
this  Section 4.5 will be subject to the  provisions  hereof  pertaining  to the

<PAGE>
                                      4-24


Qualified   Joint  and  50%  Survivor   Annuity  Option  and  to  the  Qualified
Preretirement Survivor Annuity.

     (C)  The  Committee   shall   determine  the  asset  value   available  for
distribution  on behalf of each  Employer or group of Employers  with respect to
which the Plan  represents  an IRC 414(l)  Single Plan after taking into account
the  expenses of such  distribution.  After having  determined  such asset value
available for  distribution to each such Employer or group of Employers,  as the
case may be, and subject to the applicable  provisions of any Supplement  hereto
pertaining to the  distribution  of assets upon the termination of the Plan, the
Committee shall allocate such asset value (allocated to the particular  Employer
or group of Employers) as of the date of  termination  of the Plan in the manner
set  forth  below to  determine  the  amount,  if any,  to which  each  affected
Participant or Beneficiary is entitled.  Such allocation shall be made using the
methods  and  actuarial  assumptions  that  are  being  used  as of the  date of
termination  of  the  Plan  by  the  Pension  Benefit  Guaranty  Corporation  in
determining  the  value of plan  benefits  under  terminating  non-multiemployer
pension plans covered by Title IV of the Employee Retirement Income Security Act
of 1974,  as  amended,  or, at the  option of the  Committee,  using  such other
methods and actuarial assumptions that are mutually acceptable to the Committee,
the Pension Benefit Guaranty  Corporation and the Internal  Revenue Service.  In
cases where an annuity is purchased to provide any given retirement  income, the
single premium  payable for such annuity shall be deemed for the purposes of the
allocations  described  below to be the  single-sum  or present value of, or the
amount  otherwise   required  to  provide,   the  amount  of  retirement  income
represented by such annuity.

          (1)  Allocation  shall  first be made  with  respect  to each  active,
               retired or terminated  Participant  and to each  Beneficiary of a
               deceased  Participant  in an amount equal to the present value of
               the portion,  if any, of such individual's  accrued benefit which
               is derived from the Participant's  employee  contributions to the
               Plan which were not mandatory employee  contributions;  provided,
               however,  that if the asset value is less than the  aggregate  of
               such  amounts,  such amounts shall be reduced pro rata among such
               individuals so that the aggregate of such reduced amounts will be

<PAGE>
                                      4-25


               equal to the asset value; and provided further, however, that the
               benefits on which the allocations specified below are based shall
               exclude any portion  thereof  attributable  to the  Participant's
               contributions to the Plan which were not mandatory.

          (2)  If there is any asset value remaining after the allocation  under
               (1) above,  allocation  shall  next be made with  respect to each
               active, retired or terminated Participant and to each Beneficiary
               of a deceased Participant in an amount equal to the present value
               of the  portion,  if any, of such  individual's  accrued  benefit
               which  is  derived  from  the  Participant's  mandatory  employee
               contributions  to the  Plan;  provided,  however,  that  if  such
               remaining  asset value is less than the  aggregate of the amounts
               thus  allocated  hereunder,  such latter amounts shall be reduced
               pro rata among such  individuals  so that the  aggregate  of such
               reduced amounts will be equal to the remaining asset value.

          (3)  If there is any asset value remaining after the allocations under
               (1) and (2) above,  allocations  shall next be made with  respect
               to:

               (a)  each  retired or  terminated  Participant  whose  retirement
                    income payments  commenced at least three years prior to the
                    date of  termination  of the Plan in an amount  equal to the
                    excess, if any, of (i) the amount required to provide (after
                    the date of termination of the Plan) the smallest  amount of
                    income payable to such  Participant  during such  three-year
                    period immediately  preceding the date of termination of the
                    Plan,  based  upon the  provisions  of the Plan as in effect
                    during the five-year period  immediately  preceding the date
                    of  termination  of the Plan that would  result in the least
                    amount of income being payable to such Participant over (ii)
                    the amount of his allocation, if any, under (2) above;

               (b)  each person  receiving a  retirement  income on such date of
                    termination on account of a deceased  Participant or retired
                    or  terminated  (but  since  deceased)   Participant   whose
                    retirement income payments commenced,  either to such person
                    or to  such  retired  or  terminated  (but  since  deceased)
                    Participant,  at  least  three  years  prior  to the date of
                    termination of the Plan in an amount equal to the excess, if
                    any, of (i) the amount  required to provide  (after the date
                    of  termination  of the Plan) the smallest  amount of income
                    payable  to  such  person  during  such  three-year   period
                    immediately  preceding the date of  termination of the Plan,
                    based upon the  provisions  of the Plan as in effect  during
                    the  five-year  period  immediately  preceding  the  date of
                    termination  of the Plan  that  would  result  in the  least

<PAGE>
                                      4-26


                    amount of income being  payable to such person over (ii) the
                    amount of his allocation, if any, under (2) above; and

               (c)  each other active, retired or terminated Participant who, at
                    least three years  prior to the date of  termination  of the
                    Plan either had become  eligible for normal  retirement  but
                    had not yet retired or had satisfied the  applicable age and
                    service  requirements to be eligible for an early retirement
                    benefit, or the Beneficiary of any such eligible Participant
                    whose  service was  terminated by reason of his death during
                    such three-year period, in an amount equal to the excess, if
                    any, of (i) the amount  required to provide  (after the date
                    of  termination of the Plan) the monthly  retirement  income
                    that would have been  payable on behalf of such  Participant
                    if  he  had  retired  three  years  prior  to  the  date  of
                    termination  of the Plan,  based upon the  provisions of the
                    Plan as in effect  during the five-year  period  immediately
                    preceding  the date of  termination  of the Plan which would
                    result in the least amount of income  being  payable to such
                    Participant  or  Beneficiary  over  (ii) the  amount  of his
                    allocation, if any, under (2) above;

          provided, however, that if such remaining asset value is less than the
          aggregate of the amounts thus allocated hereunder, such latter amounts
          shall be reduced pro rata among such individuals so that the aggregate
          of such reduced amounts will be equal to the remaining asset value.

     (4)  If there is any asset value remaining after the allocations under (1),
          (2) and (3) above,  allocation shall next be made with respect to each
          active,  retired or  terminated  Participant  and to each  Beneficiary
          under the Plan in an amount  equal to the  excess,  if any, of (a) the
          amount required to provide that portion of the single-sum value of the
          Accrued  Deferred  Monthly  Retirement  Income  Commencing  at  Normal
          Retirement  Date that he had accrued as of the date of  termination of
          the Plan or, if  applicable,  that he was  receiving as of the date of
          termination  of the Plan,  which is not in  excess of the  actuarially
          equivalent  single-sum  value of the benefit  guaranteed on his behalf
          under the termination  insurance provisions of the Employee Retirement
          Income  Security  Act of 1974  determined  without  regard to Sections
          4022(b)(5)  and  4022(b)(6) of said Act, over (b) the aggregate of the
          allocations,  if any,  made on his  behalf  under  (2) and (3)  above;
          provided, however, that if such remaining asset value is less than the
          aggregate of the amounts thus allocated hereunder, such latter amounts
          shall be reduced pro rata among such individuals so that the aggregate
          of such reduced amounts will be equal to the remaining asset value.

<PAGE>
                                      4-27



     (5)  If there is any asset value remaining after the allocations under (1),
          (2), (3) and (4) above,  allocation shall next be made with respect to
          each retired or terminated  Participant  receiving a retirement income
          hereunder on such date, each person  receiving a retirement  income on
          such  date on  account  of a  deceased  Participant  or a  retired  or
          terminated (but since deceased)  Participant and each  Participant who
          has, by such date,  become eligible for normal  retirement but has not
          yet  retired,  in an amount  equal to the  excess,  if any, of (a) the
          amount required to provide the retirement income that such Participant
          or other person is receiving or is entitled to receive  under the Plan
          over (b) the  aggregate  of the  allocations  made on  behalf  of such
          Participant  or other person  under (2), (3) and (4) above;  provided,
          however, that if such remaining asset value is less than the aggregate
          of the amounts thus allocated hereunder,  such latter amounts shall be
          reduced pro rata among such  individuals so that the aggregate of such
          reduced amounts will be equal to the remaining asset value.

     (6)  If there is any asset value remaining after the allocations under (1),
          (2),  (3),  (4) and (5)  above,  allocation  shall  next be made  with
          respect to:

          (a)  each  Participant  in the service of the  Employer on the date of
               termination of the Plan whose Initial Vesting Date is on or prior
               to such date and who is not entitled to an  allocation  under (5)
               above,  in an  amount  equal to the  excess,  if any,  of (i) the
               amount required to provide the actuarially  equivalent single-sum
               value of the  vested  retirement  income  that he would have been
               entitled to receive  under the  provisions  of Section  2.4(A)(1)
               hereof  if  his  service  had  been  terminated  on the  date  of
               termination   of  the  Plan  over  (ii)  the   aggregate  of  the
               allocations made on behalf of such Participant under (2), (3) and
               (4) above;

          (b)  each  disabled  Participant  then entitled to a benefit under the
               provisions  of Section  2.3  hereof,  who has not,  by such date,
               reached his Disability Retirement Income Commencement Date, in an
               amount equal to the excess, if any, of (i) the amount required to
               provide the actuarially equivalent single-sum value of the vested
               retirement  income  that he would have been  entitled  to receive
               under the  provisions  of Section 2.1,  2.2 or 2.4(A)(1)  hereof,
               whichever would be applicable, if he had recovered from his total
               and permanent  disability,  reentered the service of the Employer
               on the date of  termination  of the Plan and his service had been
               terminated  immediately after his reentry over (ii) the aggregate
               of the allocations made on behalf of such Participant  under (2),
               (3) and (4) above; and

<PAGE>
                                      4-28



          (c)  each terminated  Participant then entitled to a benefit under the
               provisions of Section  2.4(A)(1)  hereof,  whose  monthly  income
               payments  have not  commenced by such date, in an amount equal to
               the  excess,  if any,  of (i) the amount  required to provide the
               actuarially  equivalent  single-sum  value of the vested deferred
               retirement income to which he is entitled under Section 2.4(A)(1)
               hereof over (ii) the aggregate of the allocations  made on behalf
               of such Participant under (2), (3) and (4) above;

          provided, however, that if such remaining asset value is less than the
          aggregate of the amounts thus allocated hereunder, such latter amounts
          shall be reduced pro rata among such individuals so that the aggregate
          of such reduced amounts will be equal to the remaining asset value.

     (7)  If there is any asset value remaining after the allocations under (1),
          (2), (3), (4), (5) and (6) above, allocation shall lastly be made with
          respect to each Participant in the service of the Employer on the date
          of termination of the Plan who is not entitled to an allocation  under
          (5) above, in an amount equal to the excess, if any, of (a) the amount
          required to provide the actuarially equivalent single-sum value of the
          Accrued  Deferred  Monthly  Retirement  Income  Commencing  at  Normal
          Retirement  Date that he had accrued as of the date of  termination of
          the  Plan  (assuming  his  Vested  Percentage  is  100%)  over (b) the
          aggregate of the allocations made on behalf of such Participant  under
          (2), (3), (4) and (6) above; provided, however, that if such remaining
          asset value is less than the  aggregate of the amounts thus  allocated
          hereunder,  such latter  amounts  shall be reduced pro rata among such
          individuals  so that the  aggregate  of such  reduced  amounts will be
          equal to such remaining asset value.

     (8)  In the  event  that  there is asset  value  remaining  after  the full
          allocations  specified in (1),  (2), (3), (4), (5), (6) and (7) above,
          such residual  assets shall be  distributed  to the  Employer,  except
          that,  in the case of a group of  Employers  with respect to which the
          Plan  represents an IRC 414(l) Single Plan, such residual assets shall
          remain in the  Trust  Fund if the Plan is not  being  terminated  with
          respect to all of such Employers.

     (D) The order of  priorities  for,  and the  amounts  and  methods  of, the
distributions  set forth in (C) above and the rights of  Participants  and their
Beneficiaries   to  benefits  under  the  Plan  shall  be  subject  (i)  to  the
distribution  rules set forth in the Plan, (ii) to the  limitations  provided by
Section 4.2 of the Plan,  (iii) to any changes,  including  the recapture of any

<PAGE>
                                      4-29


prior  distributions to  Participants,  as may be ordered by the Pension Benefit
Guaranty  Corporation and (iv) to any changes  required by the Internal  Revenue
Service as a condition for issuing a favorable determination letter stating that
the  distribution  of assets will not adversely  affect the continued  qualified
status of the Plan under Section 401(a) of the Internal Revenue Code.

     (E) As soon as  practicable  after both (a) the date that the assets may be
distributed  under the rules and  regulations  of the Pension  Benefit  Guaranty
Corporation and (b) the date that a favorable  determination  letter is received
from the  Internal  Revenue  Service  stating  that in its opinion the method of
distribution  will not adversely  affect the continued  qualified  status of the
Plan under  Section  401(a) of the Internal  Revenue Code,  the Committee  shall
direct  the  Trustee  to  distribute  the  assets  to the  affected  parties  in
accordance with such method.

4.6 - SPECIAL PROVISIONS THAT APPLY IF PLAN IS TOP-HEAVY

     The  provisions of this Section 4.6 shall apply if the Plan is a "top-heavy
plan"  within the meaning of Section  416(g) of the  Internal  Revenue Code with
respect to any Plan Year beginning  after December 31, 1983.  Unless a different
meaning is plainly  required  by the  context,  the term  "Plan" as used in this
Section 4.6 shall include the Retirement Plan for Employees of Capital Southwest
Corporation  and Its  Affiliates  as in effect  during the Plan Years  beginning
after December 31, 1983 and before the Effective Date of the Plan.

     (A) Determination of Plan Years in Which Plan Is Top-Heavy:  The Plan shall
be top-heavy with respect to an applicable Plan Year if:

          (1)  either:

               (a)  any  Participant,  former  Participant or Beneficiary in the
                    Plan is a "key  employee"  within the  meanings  of Sections
                    416(i)(1)  and  416(i)(5)  of  the  Internal   Revenue  Code
                    (hereinafter   referred   to  in   this   Section   4.6   as
                    "Key-Employees"); or

               (b)  the Plan is  required  to be  combined  with any other plan,
                    which is  included  in the  Aggregation  Group  (as  defined
                    below) and which has a participant who is a Key Employee, in
                    order to enable such other plan to meet the  requirements of

<PAGE>
                                      4-30


                    Section  401(a)(4)  or Section 410 of the  Internal  Revenue
                    Code;

               and

          (2)  the ratio  (determined  in  accordance  with  Section  416 of the
               Internal  Revenue Code) as of the last day of the preceding  Plan
               Year or, in the case of the first Plan Year, the last day of such
               first Plan Year (such day,  whether  applicable to the first Plan
               Year or to subsequent Plan Years,  is hereinafter  referred to in
               this Section 4.6 as the "Determination Date") of:

               (a)  the sum of (i) the present value of the  cumulative  accrued
                    benefits  for all Key  Employees  under all defined  benefit
                    plans  included  in the  Aggregation  Group  plus  (ii)  the
                    aggregate of the  individual  accounts of all Key  Employees
                    under  all  defined  contribution  plans  included  in  such
                    Aggregation Group;

                    to

               (b)  a  similar  sum  determined  for  all  Participants,  former
                    Participants  and  Beneficiaries  under all defined  benefit
                    plans  and  defined  contribution  plans  included  in  such
                    Aggregation  Group,  but excluding any such  Participant  or
                    former  Participant  (or  his  Beneficiary)  who  was  a Key
                    Employee for any prior Plan Year but who is not  currently a
                    Key Employee and also  excluding,  for Plan Years  beginning
                    after   December  31,  1984,   any   Participant  or  former
                    Participant  (or his  Beneficiary)  who has not at any  time
                    during the one-year period ending on the Determination Date,
                    or during the five-year  period ending on the  Determination
                    Date with respect to Plan Years  beginning  prior to January
                    1, 2002,  performed services for any employer  maintaining a
                    plan included in the Aggregation Group;

               is greater than 60%.

     For the purposes of this Section 4.6, the Aggregation  Group shall mean the
Plan  plus all  other  defined  benefit  plans and  defined  contribution  plans
(including any such plans that terminated  during the five-year period ending on
the  Determination  Date), if any,  maintained by the Controlled  Group Members;
provided, however, that any defined benefit plan or defined contribution plan of
any Controlled  Group Member that (i) does not have any participant who is a Key
Employee and (ii) is not required to be combined  with any other plan,  which is

<PAGE>
                                      4-31


included  in the  Aggregation  Group and which  has a  participant  who is a Key
Employee, in order to enable such other plan to meet the requirements of Section
401(a)(4) or Section 410 of the Internal  Revenue Code, shall be included in the
Aggregation  Group only if such  defined  benefit  plan or defined  contribution
plan,  together with the other plans that are included in the Aggregation Group,
as a combined group satisfy the  requirements  of Sections  401(a)(4) and 410 of
the Internal  Revenue Code. In  determining  Key Employees  under the Plan,  the
compensation taken into account shall be "IRC 415 Compensation" as defined above
in Section 4.1(A).

     The  present  value of an accrued  benefit  under the Plan  shall,  for the
purposes of this Section 4.6, be determined as of the most recent valuation date
that (i) is used for the Plan Year for computing Plan costs for minimum  funding
purposes (regardless of whether a valuation is actually performed for that year)
and (ii) is within the 12-month  period ending on the  applicable  Determination
Date (such  valuation  date is herein  referred  to in this  Section  4.6 as the
"Valuation  Date").  The present  value of accrued  benefits  under the Plan and
under each other defined benefit plan included in the aggregation group shall be
computed  using 5% interest and the mortality  table used for such Plan Year for
computing Plan costs for minimum funding purposes.

         The present value of the cumulative accrued benefits under the other
defined benefit plans included in the Aggregation Group and the aggregate of the
individual accounts under the defined contribution plans included in such
Aggregation Group shall be determined separately for each such plan in
accordance with Section 416 of the Internal Revenue Code and regulations issued
with respect thereto as of the "determination date" that is applicable to each
such separate plan and that falls within the same calendar year that the
Determination Date applicable to the Plan falls.

<PAGE>
                                      4-32



     Unless required  otherwise  under Section 416 of the Internal  Revenue Code
and regulations  issued thereunder,  a Participant's (or Beneficiary's)  accrued
benefit under the Plan shall be equal to the sum of:

          (a)  an amount equal to either:

               (i)  if his  service  has  not  been  terminated  and he has  not
                    reached his Normal Retirement Date as of the Valuation Date,
                    the Accrued Deferred Monthly Retirement Income Commencing at
                    Normal  Retirement  Date  that  he  has  accrued  as of  the
                    Valuation Date;

               (ii) if his  service has not been  terminated  and he has reached
                    his Normal  Retirement  Date as of the Valuation  Date,  the
                    monthly  retirement  income  to  which he  would  have  been
                    entitled under the normal retirement  provisions of the Plan
                    if he had retired on the Valuation Date;

                    or

               (iii) if his  service  has been  terminated  as of the  Valuation
                    Date, the amount of retirement  income or other benefit that
                    is  payable  on his  behalf  under the Plan on and after the
                    Valuation Date;

               plus

          (b)  the  aggregate  distributions  made  on  his  behalf  during  the
               one-year  period  ending  on the  Determination  Date  (five-year
               period  ending on the  Determination  Date,  with  respect to any
               distribution made for any reason other than death, disability, or
               separation from service);

provided, however, that his estimated accrued benefit between the Valuation Date
and  Determination  Date  applicable to the first Plan Year shall be included as
part of his  accrued  benefit  with  respect to the first  Plan Year  only.  Any
provisions hereof to the contrary  notwithstanding and solely for the purpose of
determining  if the Plan is top-heavy  with respect to an  applicable  Plan Year
beginning  after December 31, 1986,  the accrued  benefit of any employee who is
not a Key  Employee  shall be  determined  under  the  method  which is used for
accrual purposes for all defined benefit plans included in the Aggregation Group
or,  if a single  method is not used for all such  defined  benefit  plans,  the
accrued  benefit of such  employee  shall be determined as though it accrued not

<PAGE>
                                      4-33


more  rapidly  than the slowest  accrual  rate  permitted  under the  fractional
accrual rule of Section 411(b)(1)(C) of the Internal Revenue Code.

     (B)  Minimum  Vesting  Provisions  if Plan  Becomes  Top-Heavy:  Any  other
provision of the Plan to the contrary notwithstanding,  the Initial Vesting Date
of a Participant in the Plan, who has accrued an Hour of Service during any Plan
Year that is subsequent  to the last Plan Year that the Plan was not  top-heavy,
for the purpose of determining his  eligibility  for the benefit  provided under
Section  2.4(A)  hereof during any Plan Year that is subsequent to the last Plan
Year that the Plan was not top-heavy, shall not be later than (i) the date as of
which he  completes  two years of  Vesting  Service or (ii) the first day of the
Plan  Year  immediately  following  the  last  Plan  Year  that the Plan was not
top-heavy,  whichever is later, but the Vested Percentage of the Participant for
the purposes of Section  2.4(A)(1)  shall be 100% with respect to the portion of
his Accrued Deferred Monthly  Retirement  Income Commencing at Normal Retirement
Date that is  attributable  to his own  contributions,  if any, and shall not be
less  than the  percentage  specified  in the  schedule  below,  based  upon the
Participant's  number of years (ignoring fractions) of Vesting Service as of the
date of termination  of his service,  with respect to the portion of his Accrued
Deferred Monthly  Retirement Income Commencing at Normal Retirement Date that is
attributable to employer contributions:

                 Years of                     Vested
              Vesting Service               Percentage
              ---------------               ----------
                Less than 2                     0%
                     2                         20%
                     3                         40%
                     4                         60%
                 5 or more                    100%

In the event that the Plan ceases to be top-heavy with respect to any subsequent
Plan Year,  the  following  provisions  will apply with  respect to the  minimum

<PAGE>
                                      4-34


benefits to which such a Participant  is entitled  under  Section  2.4(A) hereof
during such subsequent Plan Years that the Plan is not top-heavy:

          (1)  if the  Participant  had not  completed  at  least  two  years of
               Vesting  Service as of the last day of the last Plan Year  during
               which the Plan was  top-heavy,  his  nonforfeitable  right to the
               benefits  to which he is entitled  under  Section  2.4(A)  hereof
               shall be determined as though the Plan had never been top-heavy;

          (2)  if the  Participant  had  completed  at  least  two  but  had not
               completed at least three years of Vesting  Service as of the last
               day of the last Plan Year during which the Plan was top-heavy, he
               shall be eligible for a minimum  benefit  payable  under  Section
               2.4(A)  hereof;  such  minimum  benefit  provided  under  Section
               2.4(A)(1)  shall be based  upon  (a) 100% of the  portion  of his
               Accrued Deferred Monthly  Retirement  Income Commencing at Normal
               Retirement Date that he has accrued as of the date of termination
               of his service that is attributable to his own contributions,  if
               any,  plus (b) the  product  of (i) the  portion  of the  Accrued
               Deferred   Monthly   Retirement   Income   Commencing  at  Normal
               Retirement Date that he had accrued as of the date of termination
               of his service  that is  attributable  to employer  contributions
               multiplied  by (ii) his Vested  Percentage  determined  as of the
               last  day of the  last  Plan  Year  during  which  the  Plan  was
               top-heavy;

          (3)  if the  Participant had completed at least three years of Vesting
               Service as of the last day of the last Plan Year during which the
               Plan was top-heavy, he shall be eligible for the benefit provided
               under  Section  2.4(A)  hereof,  but  the  Participant's   Vested
               Percentage  shall be  determined in the same manner as though the
               Plan had remained top-heavy; and

          (4)  the Accrued  Deferred  Monthly  Retirement  Income  Commencing at
               Normal Retirement Date that a Participant,  whose Vesting Service
               includes  service that was accrued on or prior to the last day of
               the last Plan Year that the Plan was top-heavy, has accrued as of
               any given date shall not be less than the actuarial equivalent of
               (a) the benefit  provided on his behalf under  Section  4.6(C)(1)
               below as of such given date plus (b) the benefit  provided on his
               behalf under Section 4.6(C)(2)(a) below as of the last day of the
               last Plan Year during which the Plan was  top-heavy  less (c) the
               amount  of the  benefit  provided  on his  behalf  under  Section
               4.6(C)(2)(b) below as of such given date.

     (C)  Minimum  Benefit  If Plan  Becomes  Top-Heavy:  In the event  that the
service of a Participant,  who is not a Key Employee,  is terminated on or after
his Initial  Vesting Date for any reason,  the retirement  income payable to the

<PAGE>
                                      4-35


Participant  under the  provisions of Section 2.1, 2.2, 2.3 or 2.4(A) hereof or,
if the service of the  Participant  is  terminated  by reason of his death,  the
retirement  income which he has accrued as of the date of his death that is used
to determine the benefit  payable on his behalf under the  provisions of Section
2.4(B) hereof,  whichever is  applicable,  shall not be less than that amount of
retirement  income which is actuarially  equivalent (based upon the interest and
mortality  assumptions  that are being used under the Plan as of the date of his
retirement  or  termination  of  service  to  determine  actuarially  equivalent
non-decreasing annuities) to an amount equal to:

          (1)  100% of the portion of his Accrued  Deferred  Monthly  Retirement
               Income  Commencing at Normal  Retirement Date that he has accrued
               as of the date of his  retirement or  termination of service that
               is attributable to his own contributions, if any;

               plus

          (2)  the excess, if any, of:

               (a)  a monthly  retirement  income payable to the Participant for
                    life (with no ancillary  benefits)  commencing at his Normal
                    Retirement Date in an amount equal to (i) 2% of his "IRC 416
                    Final Average Monthly  Compensation"  multiplied by (ii) his
                    number  of years of  Vesting  Service,  not in  excess of 10
                    years,  that were  accrued  during those Plan Years in which
                    the Plan was  top-heavy,  with the resulting  product of (i)
                    and (ii)  multiplied  by (iii) his Vested  Percentage at the
                    date of his retirement or termination of service;  provided,
                    however,   if  the  Participant  retires  after  his  Normal
                    Retirement Date, the amount of the monthly retirement income
                    determined  under  this  Subparagraph  (a) shall not be less
                    than the  actuarial  equivalent  of the  monthly  retirement
                    income  determined in accordance with this subparagraph that
                    would have been payable to the Participant if he had retired
                    on his Normal Retirement Date;

                    over

               (b)  the monthly retirement income payable to the Participant for
                    life (with no ancillary  benefits)  commencing at his Normal
                    Retirement Date in an amount equal to the sum of:

<PAGE>
                                      4-36



                    (i)  such  amount  of  income,   if  any,   that  he  has  a
                         nonforfeitable   right   to   receive   and   that   is
                         attributable to employer  contributions  and is payable
                         to the  Participant  under  the other  defined  benefit
                         plans,  if any,  which are included in the  Aggregation
                         Group;

                         plus

                    (ii) such  amount  of  income  that  can be  provided  on an
                         actuarially  equivalent  basis (based upon the interest
                         and mortality assumptions that are being used under the
                         Plan as of the date of his retirement or termination of
                         service    to    determine    actuarially    equivalent
                         non-decreasing  annuities) by the amounts, if any, that
                         he has a  nonforfeitable  right to receive and that are
                         attributable to employer  contributions and forfeitures
                         that are  credited  to his  account  under the  defined
                         contribution plans, if any, included in the Aggregation
                         Group;

provided,  however,  if the  Aggregation  Group  includes  one or  more  defined
contribution  plans  and if,  with  respect  to each  Plan Year that the Plan is
top-heavy,  the Participant has received an allocation of employer contributions
and  forfeitures  to his account under such defined  contribution  plan or plans
which  is  equal  to or  greater  than 5% of the IRC  415  Compensation  that he
received during such Plan Year from the employers  maintaining plans included in
the  Aggregation  Group,  the minimum  benefit  described  above in this Section
4.6(C) shall not apply to such Participant. For purposes of Section 4.6(C)(2)(a)
above,  a  Participant's  service  with a  Controlled  Group Member which occurs
during a Plan Year in which the Plan does not  benefit  (within  the  meaning of
Section  410(b) of the  Internal  Revenue  Code) any Key  Employee or former Key
Employee shall be ignored or excluded in determining such Participant's  Vesting
Service.

     For the  purposes of this Section  4.6(C),  subject to the  limitations  of
Section  401(a)(17) of the Internal Revenue Code, a Participant's "IRC 416 Final
Average Monthly  Compensation" shall be equal to his average monthly rate of IRC
415 Compensation for the five consecutive calendar years, which are prior to the

<PAGE>
                                      4-37


January 1st immediately  following (i) the date of the Participant's  retirement
or  termination  of service or (ii) the close of the last Plan Year in which the
Plan is  top-heavy,  whichever is earlier,  during which he received the highest
aggregate IRC 415 Compensation.  Such average monthly rate will be determined by
dividing  the total of such IRC 415  Compensation  that he received  during such
five-consecutive-calendar  year  period  from the  employers  maintaining  plans
included in the Aggregation Group by the product equal to 12 times the number of
years of Vesting Service which he accrued during such five-calendar-year period.
In the event that the Participant does not receive both IRC 415 Compensation and
Vesting Service during a calendar year or calendar years,  such calendar year or
calendar  years during which he did not receive  both IRC 415  Compensation  and
Vesting   Service  shall  be  ignored  and  excluded  in  determining  the  five
consecutive  calendar  years during which he received the highest  aggregate IRC
415 Compensation.

4.7 TRANSFERS

     Notwithstanding any provision in this Plan to the contrary,  assets held by
the Trust may be  transferred  between  the Trust and any other  trust  which is
exempt from tax under Section  501(a) of the Internal  Revenue Code and which is
used in connection with a plan that complies with the qualification requirements
of Section 401(a) of the Internal  Revenue Code,  provided that proper notice is
given to the Internal  Revenue  Service as may be required.  The Committee shall
determine whether to allow any such transfer and shall inform the Trustee of the
determination  made by the Committee  regarding any such transfer and direct the
Trustee  accordingly.  If any assets are transferred from the Trust on behalf of
Participants  pursuant  to a direction  described  in this  section,  the assets
transferred shall be determined based upon the requirements of Section 414(l) of
the Internal Revenue Code and the accrued benefits of those  Participants  under
the Plan shall be reduced to zero.  In the event of a transfer  received  by the
Trust,  the Committee shall take all necessary steps to ensure that any optional

<PAGE>
                                      4-38


form of  benefit  applicable  to the assets  subject  to such a transfer  remain
applicable  to  the  transferred  assets  after  the  transfer  pursuant  to the
requirements  of Section  411(d)(6)  of the  Internal  Revenue  Code and Section
1.411(d)-4  of the  Treasury  Regulations.  Any  transfer  made  pursuant to the
provisions  of this  section  shall  be made in a  manner  consistent  with  the
requirements  of Sections  401(a)(12)  and 414(l) of the Internal  Revenue Code,
Section 208 of the Employee  Retirement Income Security Act of 1974, as amended,
and the regulations thereunder.  Any transfer of assets or liabilities will, for
purposes of Section  414(l) of the Internal  Revenue  Code,  be  considered as a
combination  of  separate  mergers  and  spinoffs  using  the  rules of  Section
1.414(l)-1 of the Treasury Regulations.

4.8 - MINIMUM DISTRIBUTION REQUIREMENTS

     (A) General Rules:

     (1)  Effective  Date:  The  provisions  of this  Section 4.8 will apply for
purposes of  determining  required  minimum  distributions  for  calendar  years
beginning with the 2006 calendar year.

     (2) Precedence:  The  requirements of this Section 4.8 will take precedence
over any inconsistent provisions of the Plan.

     (3) Requirements of Treasury  Regulations  Incorporated:  All distributions
required under this Section 4.8 will be determined  and made in accordance  with
Sections  1.401(a)(9)-1  through 1.401(a)(9)-9 of the Treasury regulations under
Section 401(a)(9) of the Internal Revenue Code.

     (4) TEFRA Section 242(b)(2) Elections: Notwithstanding the other provisions
of this Section 4.8, other than Section  4.8(A)(3) above,  distributions  may be
made under a designation made before January 1, 1984, in accordance with Section
242(b)(2)  of the Tax Equity  and  Fiscal  Responsibility  Act  (TEFRA)  and the
provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

     (B) Time and Manner of Distribution:

<PAGE>
                                      4-39



     (1) Required  Beginning  Date: The  Participant's  entire  interest will be
distributed,  or begin to be  distributed,  to the Participant no later than the
Participant's Required Beginning Date.

     (2) Death of Participant  Before  Distributions  Begin:  If the Participant
dies before  distributions  begin,  the  Participant's  entire  interest will be
distributed, or begin to be distributed, no later than as follows:

          (a) If the Participant's  surviving spouse is the  Participant's  sole
     designated  Beneficiary,  then  distributions  to the surviving spouse will
     begin  by  December  31 of the  calendar  year  immediately  following  the
     calendar  year in which the  Participant  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  as of September 30 of the year following the
     year of the  Participant's  death,  then  distributions  to the  designated
     Beneficiary  will begin by December  31 of the  calendar  year  immediately
     following the calendar year in which the Participant died.

          (c) If there is no  designated  Beneficiary  as of September 30 of the
     year  following  the year of the  Participant's  death,  the  Participant's
     entire  interest  will 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 as of September 30 of the year following the year of
     the   Participant's   death,  and  the  surviving  spouse  dies  after  the
     Participant but before  distributions to the surviving  spouse begin,  this
     Section 4.8(B)(2),  other than Section  4.8(B)(2)(a),  will apply as if the
     surviving spouse were the Participant.

For purposes of this Section  4.8(B)(2) and Section  4.8(E),  distributions  are
considered to begin on the Participant's Required Beginning Date (or, if Section
4.8(B)(2)(d)  applies,  the  date  distributions  are  required  to begin to the
surviving spouse under Section  4.8(B)(2)(a)).  If annuity payments  irrevocably
commence to the Participant before the Participant's Required Beginning Date (or
to the Participant's surviving spouse before the date distributions are required
to  begin  to  the  surviving  spouse  under  Section  4.8(B)(2)(a)),  the  date
distributions  are  considered  to  begin  is the  date  distributions  actually
commence.  Any  amount  payable to the  surviving  child of the  Participant  in

<PAGE>
                                      4-40


accordance  with the  requirements  of Q&A-15 of  Section  1.401(a)(9)-6  of the
Treasury  regulations shall be treated for purposes of this Section 4.8 as if it
had been paid to such  Participant's  surviving spouse to the extent such amount
that is payable to the child will become payable to the Participant's  surviving
spouse upon such child  reaching  majority (or upon the occurrence of such other
event specified in Q&A-15 of Section  1.401(a)(9)-6 of the Treasury  regulations
or otherwise  specified in IRS guidance under Section  401(a)(9) of the Internal
Revenue Code.)

     (3) Form of Distribution:  Unless the Participant's interest is distributed
in the form of an annuity purchased from an insurance company or in a single sum
on or before the Required Beginning Date, as of the first distribution  calendar
year distributions will be made in accordance with Sections 4.8(C), (D), and (E)
hereof. If the  Participant's  interest is distributed in the form of an annuity
purchased from an insurance  company,  distributions  thereunder will be made in
accordance with the  requirements of Section  401(a)(9) of the Internal  Revenue
Code and the Treasury regulations.  Any part of the Participant's interest which
is in the form of an  individual  account  described  in  Section  414(k) of the
Internal   Revenue  Code  will  be  distributed  in  a  manner   satisfying  the
requirements of Section  401(a)(9) of the Internal Revenue Code and the Treasury
regulations that apply to individual accounts.

     (4) Change in Annuity Payment  Period:  Once payments have commenced over a
period,  the period may only be changed  in  accordance  with  Q&A-13 of Section
1.401(a)(9)-6 of the Treasury regulations under the following circumstances,  or
as may be expressly  permitted in other IRS guidance under Section  401(a)(9) of
the Internal Revenue Code, if permitted under applicable provisions of the Plan:

          (a)  at  the  time  the  Participant  retires  or in  connection  with
     termination of the Plan;

          (b) where  distribution  prior to the change is being made in the form
     of a period-certain-only annuity without life contingencies; or

<PAGE>
                                      4-41



          (c) where the  annuity  payments  after the  change  are paid  under a
     Qualified  Joint  and  Survivor   Annuity  over  the  joint  lives  of  the
     Participant and a designated  beneficiary,  the Participant's spouse is the
     sole designated  beneficiary,  and the change occurs in connection with the
     Participant becoming married to such spouse.

     (C) Determination of Amount to be Distributed Each Year:

     (1) General Annuity Requirements:  If the Participant's interest is paid in
the form of annuity  distributions  under the Plan,  payments  under the annuity
will satisfy the following requirements:


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

          (b) the  distribution  period will be over a life (or lives) or over a
     period  certain not longer than the period  described in Section  4.8(D) or
     (E) below;

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

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

                    (i) by an annual  percentage  increase  that does not exceed
               the annual  percentage  increase  in an  eligible  cost-of-living
               index,  as defined in Q&A-14(b) of Section  1.401(a)(9)-6  of the
               Treasury  regulations,  for a 12-month  period ending in the year
               during which the increase occurs or the prior year, that is based
               on  prices  of all  items  and  issued  by the  Bureau  of  Labor
               Statistics;

                    (ii) by a  percentage  increase  that  occurs  at  specified
               times,  such as at  specified  ages,  and  does  not  exceed  the
               cumulative  total of annual  percentage  increases in an eligible
               cost-of-living  index as defined  in clause  (i) above  since the
               annuity  starting date or, if later,  the date of the most recent
               percentage  increase,  provided  that in cases  providing  such a
               cumulative  increase an actuarial increase may not be provided to
               reflect the fact that  increases were not provided in the interim
               years;

                    (iii) to the  extent of the  reduction  in the amount of the
               Participant's  payments  to provide for a survivor  benefit  upon
               death,  but only if the Beneficiary  whose life was being used to

<PAGE>
                                      4-42


               determine the  distribution  period  described in Section  4.8(D)
               dies or is no longer the Participant's  Beneficiary pursuant to a
               qualified  domestic relations order within the meaning of Section
               414(p) of the Internal Revenue Code;

                    (iv)  to pay  increased  benefits  that  result  from a Plan
               amendment;

                    (v) to allow a beneficiary  to convert the survivor  portion
               of a joint and survivor  annuity  into a single-sum  distribution
               upon the employee's death; or

                    (vi) to the extent  increases  are  permitted in  accordance
               with paragraph (c) or (d) of Q&A-14 of Section  1.401(a)(9)-6  of
               the Treasury regulations.

     (2) Amount  Required to be  Distributed  by Required  Beginning  Date:  The
amount  that  must  be  distributed  on or  before  the  Participant's  Required
Beginning Date (or, if the Participant dies before distributions begin, the date
distributions  are required to begin under Section  4.8(B)(2)(a)  or (b)) is the
payment that is required for one payment  interval.  The second payment need not
be made until the end of the next payment interval even if that payment interval
ends in the next  calendar  year.  Payment  intervals  are the periods for which
payments are received, e.g., bi-monthly,  monthly,  semi-annually,  or annually.
All of the  Participant's  benefit  accruals  as of the  last  day of the  first
distribution  calendar year will be included in the calculation of the amount of
the annuity payments for payment  intervals ending on or after the Participant's
Required Beginning Date.

     (3)  Additional  Accruals  After  First  Distribution  Calendar  Year:  Any
additional  benefits  accruing to the  Participant  in a calendar year after the
first  distribution  calendar year will be distributed  beginning with the first
payment interval ending in the calendar year immediately  following the calendar
year in which such amount accrues.

<PAGE>
                                      4-43



          (D)  Requirements  for  Annuity  Distributions  That  Commence  During
     Participant's Lifetime:

     (1) Joint Life Annuities  Where the  Beneficiary  Is Not the  Participant's
Spouse:  If the  Participant's  interest is being  distributed  in the form of a
joint  and  survivor  annuity  for the  joint  lives  of the  Participant  and a
nonspouse Beneficiary, annuity payments to be made on or after the Participant's
Required  Beginning Date to the designated  Beneficiary  after the Participant's
death  shall not at any time  exceed the  applicable  percentage  of the annuity
payment for such period that would have been  payable to the  Participant  using
the  table  set  forth  in  Q&A-2  of  Section  1.401(a)(9)-6  of  the  Treasury
regulations.  If the form of distribution  combines a joint and survivor annuity
for the joint lives of the Participant and a nonspouse  Beneficiary and a period
certain annuity, the requirement in the preceding sentence will apply to annuity
payments to be made to the  designated  Beneficiary  after the expiration of the
period certain.

     (2) Period Certain Annuities:  Unless the Participant's  spouse is the sole
designated  Beneficiary  and the form of distribution is a period certain and no
life annuity, the period certain for an annuity  distribution  commencing during
the Participant's  lifetime shall not exceed the applicable  distribution period
for the  Participant  under the  Uniform  Lifetime  Table  set forth in  Section
1.401(a)(9)-9  of the Treasury  regulations  for the calendar year that contains
the Annuity  Starting  Date.  If the Annuity  Starting Date precedes the year in
which the Participant reaches age 70, the applicable distribution period for the
Participant  is the  distribution  period for age 70 under the Uniform  Lifetime
Table set forth in Section  1.401(a)(9)-9  of the Treasury  regulations plus the
excess of 70 over the age of the Participant as of the Participant's birthday in
the year that contains the Annuity Starting Date. If the Participant's spouse is
the Participant's sole designated  Beneficiary and the form of distribution is a
period certain and no life annuity, the period certain may not exceed the longer
of the Participant's  applicable  distribution  period, as determined under this
Section  4.8(D)(2),  or the  joint  life and  last  survivor  expectancy  of the
Participant and the Participant's  spouse as determined under the Joint and Last

<PAGE>
                                      4-44


Survivor Table set forth in Section  1.401(a)(9)-9 of the Treasury  regulations,
using the  Participant's  and spouse's attained ages as of the Participant's and
spouse's birthdays in the calendar year that contains the Annuity Starting Date.

          (E)  Requirements  for Minimum  Distributions  Where  Participant Dies
     Before Date Distributions Begin:

     (1) Participant Survived by Designated Beneficiary: If the Participant dies
before  the date  distribution  of his or her  interest  begins  and  there is a
designated  Beneficiary,  the Participant's entire interest will be distributed,
beginning no later than the time described in Section  4.8(B)(2),  over the life
of the designated Beneficiary or over a period certain not exceeding:

               (a)  unless  the  Annuity  Starting  Date  is  before  the  first
          distribution  calendar  year,  the life  expectancy of the  designated
          Beneficiary   determined  using  the   Beneficiary's  age  as  of  the
          Beneficiary's  birthday in the calendar year immediately following the
          calendar year of the Participant's death; or

               (b) if the Annuity Starting Date is before the first distribution
          calendar  year,  the life  expectancy  of the  designated  Beneficiary
          determined  using  the  Beneficiary's  age  as  of  the  Beneficiary's
          birthday in the calendar year that contains the Annuity Starting Date.

     (2) No  Designated  Beneficiary:  If the  Participant  dies before the date
distributions begin and there is no designated Beneficiary as of September 30 of
the year  following the year of the  Participant's  death,  distribution  of the
Participant's  entire  interest will be completed by December 31 of the calendar
year containing the fifth anniversary of the  Participant's  death.

     (3) Death of Surviving  Spouse  Before  Distributions  to Surviving  Spouse
Begin:  If the  Participant  dies  before  the date  distribution  of his or her
interest begins,  the Participant's  surviving spouse is the Participant's  sole
designated  Beneficiary,  and the surviving spouse dies before  distributions to
the surviving  spouse begin,  this Section 4.8(E) will apply as if the surviving
spouse were the Participant,  except that the time by which  distributions  must
begin will be determined without regard to Section 4.8(B)(2)(a).

          (F) Definitions:

     (1)  Designated  Beneficiary:  The  individual  who  is  designated  as the
Beneficiary  under  Section  5.2  or  5.3 of  the  Plan  and  is the  designated
beneficiary  under  Section  401(a)(9) of the Internal  Revenue Code and Section
1.401(a)(9)-4, Q&A-1, of the Treasury regulations.

     (2)  Distribution  calendar  year:  A  calendar  year for  which a  minimum
distribution is required.  For distributions  beginning before the Participant's
death,  the first  distribution  calendar year is the calendar year  immediately
preceding the calendar year which contains the Participant's  Required Beginning
Date. For  distributions  beginning  after the  Participant's  death,  the first
distribution  calendar  year is the  calendar  year in which  distributions  are
required to begin pursuant to Section 4.8(B)(2).

     (3) Life expectancy:  Life expectancy as computed by use of the Single Life
Table in Section 1.401(a)(9)-9 of the Treasury regulations.

     (4) Required  Beginning  Date:  The date specified in Section 1.1(A) of the
Plan.



<PAGE>




                                       5-1

                                    SECTION 5

                 MISCELLANEOUS PROVISIONS REGARDING PARTICIPANTS


5.1 - PARTICIPANTS TO FURNISH REQUIRED INFORMATION

     Each  Participant,  his spouse and his  Beneficiaries  and joint pensioners
will  furnish to the  Committee  such  information  as the  Committee  considers
necessary  or  desirable  for  purposes  of  administering  the  Plan,  and  the
provisions of the Plan respecting any payments  thereunder are conditional  upon
the Participant's,  Beneficiary's or joint pensioner's  furnishing promptly such
true, full and complete information as the Committee may request.

     Each  Participant will submit proof of his age and marital status and proof
of the age and continued life of each Beneficiary and joint pensioner designated
or selected by him to the  Committee at such time as required by the  Committee.
The Committee  will, if such proof of age,  marital  status or continued life is
not submitted as required,  use as conclusive evidence thereof, such information
as is deemed by it to be reliable, regardless of the source of such information.
Any adjustment  required by reason of lack of proof or the  misstatement  of the
age of persons entitled to benefits hereunder,  by the Participant or otherwise,
will be in such manner as the Committee deems equitable.

     Any notice or information which,  according to the terms of the Plan or the
rules of the  Committee,  must be filed with the  Committee,  shall be deemed so
filed at the time that it is actually received by the Committee.

     The  Employer,  the  Committee,  and any person or persons  involved in the
administration  of the Plan shall be  entitled  to rely upon any  certification,
statement,  or  representation  made  or  evidence  furnished  by  an  employee,
Participant,  Beneficiary  or joint  pensioner  with respect to his age or other
facts  required to be  determined  under any of the  provisions  of the Plan and
shall not be liable on account of the  payment of any monies or the doing of any
act or failure to act in reliance thereon.  Any such  certification,  statement,
representation  or  evidence,  upon  being  duly  made or  furnished,  shall  be

<PAGE>
                                      5-2


conclusively  binding  upon the  person  furnishing  same;  but it shall  not be
binding  upon the  Employer,  the  Committee,  or any other  person  or  persons
involved in the  administration  of the Plan, and nothing herein contained shall
be  construed  to  prevent  any  of  such  parties  from   contesting  any  such
certification, statement, representation or evidence or to relieve the Employee,
Participant,  Beneficiary  or  joint  pensioner  from  the  duty  of  submitting
satisfactory proof of any such fact.

     Any Participant,  Beneficiary, joint pensioner or other person who receives
an incorrect payment from the Trust Fund (whether an erroneous benefit amount, a
payment made after a  Participant's  death or other reason) shall be responsible
to notify the Committee or the Trustee of such receipt of incorrect  payment and
to promptly return such payment to the Trustee.

5.2 - BENEFICIARIES

     Subject to the provisions of the following paragraphs of this section, each
Participant may, on a form provided for that purpose,  signed and filed with the
Committee,  designate a Beneficiary to receive the benefit, if any, which may be
payable to his  Beneficiary  under the Plan in the event of his death,  and each
designation  may be revoked by such  Participant  by signing and filing with the
Committee a new designation of Beneficiary form.

     If a deceased  Participant,  who has been married to his spouse  throughout
the one-year  period  immediately  preceding his death,  has designated a person
other  than his  spouse  as his  Beneficiary  and such  spouse  has not  validly
consented in accordance with the provisions of Sections 4.1(D) and 4.1(E) hereof
to such other person being  designated  as the  Beneficiary,  the  provisions of
Section 4.1(D) hereof,  relating to the Qualified Preretirement Survivor Annuity
payable  to his  surviving  spouse,  will  apply in the event of his death on or
after his Initial Vesting Date, and the Participant will automatically be deemed

<PAGE>
                                      5-3


to have changed his designation of Beneficiary to the extent necessary to comply
with the provisions of Section 4.1(D).

     If a deceased  Participant who had a spouse at the date of his death failed
to designate a Beneficiary in accordance with the provisions of this section, he
shall be deemed to have designated his spouse as his Beneficiary.  If a deceased
Participant  who had no spouse at the date of his death  failed to  designate  a
Beneficiary  in accordance  with the  provisions  of this section,  or if such a
deceased  Participant had previously  designated a Beneficiary but no designated
Beneficiary is surviving at the date of his death,  the death  benefit,  if any,
that may be payable  under the Plan with  respect to such  deceased  Participant
shall be paid to the estate of such deceased Participant.  In any of such cases,
if the commuted value of the remaining  monthly  income  payments is equal to or
less than the maximum amount that is  permissible as an involuntary  cash-out of
accrued  benefits under Sections  411(a)(11) and 417(e) of the Internal  Revenue
Code and  regulations  issued with respect  thereto,  the commuted  value of the
remaining  payments shall,  subject to the provisions of Section 3.2 hereof,  be
paid in a lump sum. Any payment made to any person pursuant to the provisions of
this Section 5.2 shall operate as a complete  discharge of all obligations under
the Plan with respect to such deceased  Participant  and shall not be subject to
review by anyone but shall be final,  binding and conclusive on all persons ever
interested hereunder.

5.3 - CONTINGENT BENEFICIARIES

     In the event of the death of a Beneficiary who survives the Participant and
who,  at  the  Beneficiary's  death,  is  receiving  benefits  pursuant  to  the
provisions of the Plan within any certain period  specified  under the Plan with
respect  to  which  death   benefits  are  payable  under  the  Plan  after  the
Participant's  death,  the same  amount of monthly  retirement  income  that the
Beneficiary  was receiving  shall be payable for the remainder of such specified
certain period to a person designated by the Participant (in the manner provided
in Section 5.2) to receive the remaining death benefits,  if any, payable in the
event of such  contingency  or,  if no  person  was so  named,  then to a person
designated  by the  Beneficiary  (in the manner  provided in Section 5.2) of the
deceased Participant to receive the remaining death benefits, if any, payable in
the  event  of  such  contingency;  provided,  however,  that  if no  person  so

<PAGE>
                                      5-4


designated is living upon the  occurrence of such  contingency,  or if there has
been no such  designation,  then the remaining death benefits,  if any, shall be
payable for the remainder of such specified certain period to the estate of such
deceased  Beneficiary,  or the Committee may elect to have a court of applicable
jurisdiction  determine to whom a payment or payments  shall be paid.  In any of
such cases,  if the commuted  value of the monthly  income  payments due for the
remainder of the specified  certain  period is equal to or less than the maximum
amount that is permissible as an involuntary  cash-out of accrued benefits under
Sections  411(a)(11)  and 417(e) of the Internal  Revenue  Code and  regulations
issued with respect thereto, the commuted value of the remaining payments shall,
subject to the  provisions  of Section  3.2 hereof,  be paid in a lump sum.  Any
payments made to any person pursuant to the provisions of this Section 5.3 shall
operate as a complete  discharge of all obligations  under the Plan with respect
to such  deceased  Beneficiary  and shall not be subject to review by anyone but
shall be final, binding and conclusive on all persons ever interested hereunder.

5.4 - PARTICIPANTS' RIGHTS IN TRUST FUND

     No  Participant or other person shall have any interest in or any right in,
to or under the Trust Fund, or any part of the assets held thereunder, except as
to the extent expressly provided in the Plan.

5.5 - BENEFITS NOT ASSIGNABLE

     Except to the extent required to comply with a qualified domestic relations
order as described  in Sections  401(a)(13)  and 414(p) of the Internal  Revenue
Code,  no  benefits,  rights or  accounts  shall  exist under the Plan which are
subject in any manner to  voluntary  or  involuntary  anticipation,  alienation,
sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to
anticipate,  alienate,  sell, transfer,  assign, pledge,  encumber or charge the

<PAGE>
                                      5-5


same shall be null and void; nor shall any such benefit,  right or account under
the  Plan be in any  manner  liable  for or  subject  to the  debts,  contracts,
liabilities,  engagements,  torts or other obligations of the person entitled to
such benefit,  right or account;  nor shall any benefit,  right or account under
the Plan constitute an asset in case of the bankruptcy,  receivership or divorce
of any person entitled to a benefit under the Plan; and any such benefit,  right
or account under the Plan shall be payable only directly to the  Participant  or
Beneficiary,  as the case may be. Where a qualified domestic relations order has
been  received  by the  Committee,  the terms and  benefits  of the Plan will be
considered to have been modified with respect to the Participant affected to the
extent that such order  requires  benefits to be paid to  specified  individuals
other than the Participant.

5.6 - BENEFITS PAYABLE TO MINORS AND INCOMPETENTS

     Whenever any person entitled to payments under the Plan shall be a minor or
under other legal  disability  or in the sole  judgment of the  Committee  shall
otherwise  be  unable  to  apply  such  payments  to his own best  interest  and
advantage (as in the case of illness,  whether mental or physical,  or where the
person not under legal  disability  is unable to preserve his estate for his own
best interest),  the Committee may in the exercise of its discretion  direct all
or any portion of such  payments to be made in any one or more of the  following
ways  unless  claim  shall  have  been made  therefor  by an  existing  and duly
appointed guardian, tutor, conservator,  committee or other duly appointed legal
representative, in which event payment shall be made to such representative:

     (A)  directly to such person unless such person shall be an infant or shall
          have been legally adjudicated incompetent at the time of the payment;

     (B)  to the spouse, child, parent or other blood relative to be expended on
          behalf of the person  entitled or on behalf of those  dependents as to
          whom the person entitled has the duty of support; or

     (C)  to a recognized charity or governmental institution to be expended for
          the  benefit  of the  person  entitled  or for the  benefit  of  those
          dependents as to whom the person entitled has the duty of support.

<PAGE>
                                      5-6



     The decision of the Committee will, in each case, be final and binding upon
all  persons,  and the  Committee  shall  not be  obliged  to see to the  proper
application or expenditure of any payments so made. Any payment made pursuant to
the power  herein  conferred  upon the  Committee  shall  operate  as a complete
discharge of the obligations of the Trustee and of the Committee.

5.7 - CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN

     The  establishment  and  maintenance  of the Plan will not be  construed as
conferring  any legal rights upon any  Participant  to the  continuation  of his
employment with the Employer,  nor will the Plan interfere with the right of the
Employer to discipline,  lay off or discharge any Participant.  The adoption and
maintenance of the Plan shall not be deemed to constitute a contract between the
Employer  and any  employee  or to be a  consideration  for,  inducement  to, or
condition of employment of any person.

5.8 - NOTIFICATION OF MAILING ADDRESS

     Each Participant and other person entitled to benefits hereunder shall file
with the Committee  from time to time, in writing,  his post office  address and
each change of post office address, and any check representing payment hereunder
and any  communication  addressed  to a  Participant,  a former  Participant,  a
Beneficiary  or a  pensioner  hereunder  at his  last  address  filed  with  the
Committee  (or, if no such  address has been filed,  then at his last address as
indicated  on the records of the  Employer)  shall be binding on such person for
all purposes of the Plan,  and neither the  Committee  nor the Trustee  shall be
obliged to search for or ascertain the location of any such person.

     If the  Committee,  for any  reason,  is in doubt as to whether  retirement
income  payments are being received by the person entitled  thereto,  it may, by
registered  mail  addressed  to  such  person  and to such  person's  designated
Beneficiary,  if any, at their address last known to the Committee,  notify such
person  and his  Beneficiary  that all  unmailed  and future  retirement  income
payments  shall be  henceforth  withheld  until the  Committee is provided  with

<PAGE>
                                      5-7


evidence of such person's  continued life and his proper mailing address or with
evidence of such  person's  death.  In the event that (i) such  notification  is
mailed to such person and his designated Beneficiary,  (ii) the Committee is not
furnished  with  evidence of such  person's  continued  life and proper  mailing
address  or with  evidence  of his  death  within  three  years of the date such
notification  was mailed and (iii) the Committee is unable to find any person to
whom payment is due under the  provisions  of the Plan within three years of the
date such  notification  was mailed,  all  retirement  income and other  benefit
payments due shall be forfeited at the end of such three-year  period  following
the date such  notification  was  mailed;  provided,  however,  if claim for any
forfeited benefit is subsequently made by any such person to whom payment is due
under the Plan, such forfeited benefits due such person shall be reinstated.

     Notwithstanding  any  provision of the Plan to the  contrary,  in the event
that the Plan is terminated,  the benefits of any missing  participants shall be
transferred  to the Pension  Benefit  Guaranty  Corporation  in accordance  with
Section 4050 of the Employee Retirement Income Security Act of 1974, as amended.

5.9 - WRITTEN COMMUNICATIONS REQUIRED

     Any notice,  request,  instruction,  or other  communication to be given or
made  hereunder  shall  be in  writing  and may be  delivered  to the  addressee
personally,  may be delivered to the addressee by a commercial  delivery service
at the last  address  for notice  shown on the  Committee's  records,  or may be
deposited in the United  States mail fully  postpaid  and properly  addressed to
such addressee at the last address for notice shown on the Committee's records.

5.10 - BENEFITS PAYABLE AT OFFICE OF TRUSTEE

     All benefits hereunder,  and installments thereof,  shall be payable at the
office of the Trustee.

<PAGE>
                                      5-8



5.11 - APPEAL TO COMMITTEE

     A Participant  or  Beneficiary  who feels he is being denied any benefit or
right provided under the Plan must file a written claim with the Committee.  All
such claims shall be submitted on a form provided by the  Committee  which shall
be signed by the claimant and shall be considered filed on the date the claim is
received by the Committee.

     The  Committee  shall  establish  claims   procedures  in  compliance  with
applicable  law,  and such claims  procedures  shall be set forth in the summary
plan description for the Plan.



<PAGE>

                                       6-1

                                    SECTION 6

                 MISCELLANEOUS PROVISIONS REGARDING THE EMPLOYER


6.1 - CONTRIBUTIONS

     No  contributions  shall  be  required  of or  permitted  to be made by any
Participant.  The  Employer  intends,  but does not  guarantee,  to make  annual
contributions in amounts at least equal to the amounts, if any, required to meet
the minimum funding requirements of Section 412 of the Internal Revenue Code, as
specified in the actuary's valuation reports for the applicable periods of time.
Subject to  applicable  provisions  of law,  neither the Employer nor any of its
officers, agents or employees, nor any member of its board of directors, nor any
partner or sole  proprietor,  guarantees,  in any manner the payment of benefits
under the Plan.

6.2 - EMPLOYER'S CONTRIBUTIONS IRREVOCABLE

     The Employer shall have no right, title or interest in the Trust Fund or in
any part thereof, and no contributions made thereto shall revert to the Employer
except such part of the Trust  Fund,  if any,  that  remains  therein  after the
satisfaction of all  liabilities to persons  entitled to benefits under the Plan
and except as provided in the following paragraph.

     All  contributions to the Plan are made subject to the qualification of the
Plan under Section 401 of the Internal  Revenue Code and to their  deductibility
under  Section  404 of said Code.  In the event that (1) the Plan  represents  a
newly  established  retirement  plan  (and  not  an  amendment  of  an  existing
retirement  plan)  with  respect  to an  Employer,  (2) an  application  for the
determination of the qualification of the Plan is made by the time prescribed by
law for filing the Employer's  return for the taxable year in which the Plan was
adopted by such Employer, or by such later date as the Secretary of Treasury may
prescribe,  and  (3)  such  qualification  of the  Plan  is  denied,  the  total
contributions of the Employer,  adjusted for any earnings or losses of the Trust
Fund attributable thereto,  shall be returned to the Employer within one year of
the date of denial of qualification.  In the event that a contribution either is

<PAGE>
                                      6-2


made  by a good  faith  mistake  of fact or is  disallowed  as a tax  deductible
expense under Section 404 of the Internal Revenue Code, the excess of the amount
contributed over either the amount that would have been contributed if there had
not been  such a mistake  or the  amount  that is  allowed  as a tax  deductible
expense, as the case may be, with such excess reduced by the net losses, if any,
of the Trust Fund attributable  thereto (but without any increase due to the net
earnings, if any, of the Trust Fund attributable thereto),  shall be returned to
the  Employer  within  one  year of the  date  of the  mistaken  payment  or the
disallowance of the deduction, as the case may be.

6.3 - FORFEITURES

     Forfeitures shall not be used to increase the benefits that any Participant
would  otherwise  receive under the Plan at any time prior to the termination of
the Plan but shall be anticipated in determining the costs under the Plan.

6.4 - AMENDMENT OF PLAN

     The Plan may be amended from time to time in any respect whatever by formal
action on the part of the Sponsoring Employer in the manner described in Section
6.7 hereof specifying such amendment, subject only to the following limitations:

     (A)  Under no condition shall such amendment result in or permit the return
          or repayment  to any Employer of any property  held or acquired by the
          Trustee  hereunder or the proceeds  thereof or result in or permit the
          distribution of any such property for the benefit of anyone other than
          the Participants and their  Beneficiaries or joint pensioners,  except
          to  the  extent  provided  in  Section  6.2  hereof  with  respect  to
          contributions  that are  returnable  to the Employer  because they are
          made  by a  mistake  of  fact or are  disallowed  as a tax  deductible
          expense under Section 404 of the Internal  Revenue Code or because the
          Plan is denied  qualification  under  Section  401(a) of said Code and
          except to the extent  provided  by Section  4.5 and Section 6.6 hereof
          with   respect   to   termination   of  the  Plan  and   expenses   of
          administration, respectively.

     (B)  Under  no  condition  shall  such  amendment   change  the  duties  or
          responsibilities of the Trustee hereunder without its written consent.

     (C)  No amendment shall be effective to the extent it eliminates or reduces
          any Plan benefits or rights that are protected under Section 411(d)(6)
          of the Internal Revenue Code unless such protected  benefits or rights

<PAGE>
                                      6-3


          are  preserved  with  respect to benefits  accrued to the date of such
          amendment  or  unless  such  reduction  or  elimination  is  otherwise
          permitted by the Internal Revenue Service.

     Except to the extent  permissible to comply with any laws or regulations of
the  United  States or of any state to  qualify  this as a  tax-exempt  plan and
trust,  no  amendment  may be made that would result in a slower rate of vesting
under the Plan for any  Participant  who has  completed  at least three years of
Vesting  Service as of the effective date of such amendment or, if later,  as of
the date such  amendment is adopted,  unless such  amendment  provides that each
such  Participant may elect,  during the period  described  below, to retain the
rate of vesting in effect under the Plan prior to such  amendment in lieu of the
new rate of vesting.  The period  during  which the  election  described  in the
preceding  sentence  may be made  shall  begin no  later  than the date the Plan
amendment  is adopted  and shall end no earlier  than 60 days after (i) the date
the amendment is adopted, (ii) the effective date of such amendment or (iii) the
date the  Participant  is notified in writing of the amendment by the Committee,
whichever is the latest date to occur.

     Subject  to  the   foregoing   limitations,   any  amendment  may  be  made
retroactively which, in the judgment of the Committee, is necessary or advisable
provided that such retroactive amendment does not deprive a Participant, without
his consent,  of a right to receive benefits hereunder which have already vested
and matured in such Participant,  except such modification or amendment as shall
be necessary to comply with any laws or  regulations  of the United States or of
any state to qualify this as a tax-exempt plan and trust.

     The  participation  in the Plan of  Employers  other  than  the  Sponsoring
Employer  shall  not  limit  the  power of the  Sponsoring  Employer  under  the
foregoing provisions,  and all amendments by the Sponsoring Employer to the Plan
shall be binding upon all other Employers. The Sponsoring Employer, on behalf of
an Employer,  may modify the  provisions of the Plan as it pertains only to such
Employer's Employees by the adoption, by formal action on its part in the manner

<PAGE>
                                      6-4


described in Section 6.7 hereof,  of a Supplement  to the Plan  specifying  such
modifications  that shall pertain only to such  Employer's  Employees.  Any such
Supplement to the Plan shall not affect the continued operation of the Plan with
respect to any other Employers.

6.5 - TERMINATION OF PLAN

     The Plan may be terminated by the Sponsoring Employer at any time by formal
action,  in the manner described in Section 6.7 hereof,  specifying (a) that the
Plan is being  terminated and (b) the date as of which the  termination is to be
effective.  In the event the Plan is to be terminated,  the Sponsoring  Employer
shall notify the Committee and the Trustee of such termination.

     The  Plan or  participation  in the Plan may be  terminated  in the  manner
described above with respect to one or more, but less than all, of the Employers
theretofore  parties hereto and the Plan continued for the remaining Employer or
Employers.  The Plan or participation in the Plan shall automatically  terminate
as to a particular  Employer only upon  dissolution of such Employer or upon its
liquidation,  merger  or  consolidation  without  provisions  being  made by its
successor, if any, for the continuation of the Plan.

     In the event of the  liquidation,  dissolution,  merger or consolidation of
the Employer under such  circumstances  that there shall be a successor  person,
firm or corporation  continuing and carrying on all or a substantial part of its
business,  such successor may be substituted for the Employer under the terms of
the Plan by formal action on the part of such successor in the manner  described
in Section 6.7 hereof specifying its election to continue the Plan.

     Any  provisions  herein to the  contrary  notwithstanding,  in the event of
termination of the Plan the following will apply:

     (a)  a disability  retirement benefit shall not be payable on behalf of any
          Participant  whose  service  is  terminated  on or  after  the date of
          termination  of  the  Plan  by  reason  of  his  total  and  permanent
          disability; and

<PAGE>
                                      6-5



     (b)  the death  benefits  provided  under  Sections  2.3(G),  2.4(A)(3) and
          2.4(B) hereof (or under any  Supplements  hereto) shall not be payable
          on behalf of any  Participant  whose death occurs on or after the date
          of termination  of the Plan;  provided,  however,  if the death of the
          Participant occurs after the date of termination of the Plan and prior
          to (i) the date as of which an annuity is  purchased  on his behalf to
          provide  the  benefit  to which  he is  entitled  as a  result  of the
          termination of the Plan or (ii) the date as of which  distribution  is
          made on his behalf in some other manner as a result of the termination
          of the Plan,  as the case may be, the amount  required  to provide the
          distribution to which he is entitled as a result of termination of the
          Plan shall, subject to the provisions hereof relating to the Qualified
          Preretirement  Survivor  Annuity,  be used to provide a benefit to his
          Beneficiary;  and provided  further,  however,  the minimum  qualified
          preretirement  survivor  annuity  required  under  Section  417 of the
          Internal  Revenue  Code  shall  be  provided  on  behalf  of any  such
          Participant who is married and whose death occurs prior to his Annuity
          Starting  Date and on or after the date on which an  annuity  has been
          purchased  to provide  the benefit to which he is entitled as a result
          of termination of the Plan.

6.6 - EXPENSES OF ADMINISTRATION

     The  Employer  may pay  all  expenses  incurred  in the  establishment  and
administration of the Plan,  including expenses and fees of the Trustee,  but it
shall  not be  obligated  to do so,  and any  such  expenses  not so paid by the
Employer shall be paid from the Trust Fund. The Trustee, upon direction from the
Committee,  shall reimburse the Employer for expenses properly and actually paid
by the Employer on behalf of the Plan.

6.7 - FORMAL ACTION BY EMPLOYER

     Any formal action  herein  permitted or required to be taken by an Employer
shall be:

     (a)  if and when a partnership,  by written  instrument  executed by one or
          more of its general  partners or by written  instrument  executed by a
          person  or  group  of  persons  who has  been  authorized  by  written
          instrument  executed  by  one  or  more  general  partners  as  having
          authority to take such action;

     (b)  if and when a proprietorship,  by written  instrument  executed by the
          proprietor or by written  instrument  executed by a person or group of
          persons who has been authorized by written instrument  executed by the
          proprietor as having authority to take such action;

<PAGE>
                                      6-6



     (c)  if and when a corporation,  by resolution of its board of directors or
          other governing board, or by written  instrument  executed by a person
          or group of persons who has been authorized by resolution of its board
          of directors or other governing board as having authority to take such
          action; or

     (d)  if and when a joint venture, by formal action on the part of the joint
          venturers in the manner described above.


<PAGE>

                                       7-1

                                    SECTION 7

                                 ADMINISTRATION


7.1 - ADMINISTRATION BY COMMITTEE

     The Plan will be administered by the Retirement  Committee appointed by the
Sponsoring  Employer  by formal  action on its part in the manner  described  in
Section 6.7 hereof.  Such  Committee will consist of (a) a chairman and at least
two  additional  members or (b) a single  individual.  Each member may, but need
not, be a director,  proprietor,  partner,  officer or employee of any Employer,
and each such member  shall be  appointed  by the  Sponsoring  Employer to serve
until  his  successor  shall be  appointed  in like  manner.  Any  member of the
Committee may resign by delivering  his written  resignation  to the  Sponsoring
Employer and to the other  members,  if any, of the  Committee.  The  Sponsoring
Employer  by formal  action on its part in the manner  described  in Section 6.7
hereof may remove any member of the  Committee  by so  notifying  the member and
other Committee members, if any, in writing. Vacancies on the Committee shall be
filled by formal  action on the part of the  Sponsoring  Employer  in the manner
described in Section 6.7 hereof.

     The  Committee,  in its  discretion,  may  delegate  all or any part of its
responsibilities of administering the provisions of the Plan with respect to any
Employer or group of  Employers  to an  administrative  committee  which will be
appointed  by such  Employer or group of  Employers  by formal  action on its or
their part in the  manner  described  in  Section  6.7  hereof.  In such  event,
references to the "Committee" in any provisions  hereof which apply with respect
to such delegated  responsibilities shall refer to such administrative committee
instead of the Retirement Committee


<PAGE>
                                      7-2


..

7.2 - OFFICERS AND EMPLOYEES OF COMMITTEE

     The Committee may appoint a secretary who may, but need not, be a member of
the Committee  and may employ such agents,  clerical and other  services,  legal
counsel,  accountants  and  actuaries  as may be  required  for the  purpose  of
administering  the Plan.  Any person or firm so employed may be a person or firm
then,  theretofore  or  thereafter  serving the  Employer in any  capacity.  The
Committee and any individual member of the Committee and any agent thereof shall
be fully  protected  when relying in good faith upon the advice of the following
professional  consultants or advisors employed by the Employer or the Committee:
any  attorney  insofar as legal  matters are  concerned,  any  certified  public
accountant  insofar as accounting matters are concerned and any enrolled actuary
insofar as actuarial matters are concerned.

7.3 - ACTION BY COMMITTEE

         A majority of the members of the Committee shall constitute a quorum
for the transaction of business and shall have full power to act hereunder. The
Committee may act either at a meeting at which a quorum is present or by a
writing subscribed by at least a majority of the members of the Committee then
serving. Any written memorandum signed by the secretary or any member of the
Committee who has been authorized to act on behalf of the Committee shall have
the same force and effect as a formal resolution adopted in open meeting.
Minutes of all meetings of the Committee and a record of any action taken by the
Committee shall be kept in written form by the secretary appointed by the
Committee or, if no secretary has been appointed by the Committee, by an
individual member of the Committee. The Committee shall give to the Trustee any
order, direction, consent or advice required under the terms of the Trust
Agreement, and the Trustee shall be entitled to rely on any instrument delivered
to it and signed by the secretary or any authorized member of the Committee as
evidencing the action of the Committee.

<PAGE>
                                      7-3



     A member of the Committee  may not vote or decide upon any matter  relating
solely to himself or vote in any case in which his individual  right or claim to
any benefit under the Plan is  particularly  involved.  If, in any case in which
any Committee  member is so  disqualified  to act, the remaining  members cannot
agree or if there is only one individual member of the Committee, the Sponsoring
Employer,  by formal  action on its part in the manner  described in Section 6.7
hereof, will appoint a temporary substitute member to exercise all of the powers
of a qualified member concerning the matter in which the disqualified  member is
not qualified to act.

7.4 - RULES AND REGULATIONS OF COMMITTEE

     The Committee  shall have the authority to make such rules and  regulations
and to take such action as may be necessary to carry out the  provisions  of the
Plan and will,  subject to the  provisions  of the Plan,  decide  any  questions
arising in the administration, interpretation and application of the Plan, which
decisions  shall be  conclusive  and binding on all parties.  The  Committee may
allocate or delegate any part of its authority and duties as it deems expedient.

7.5 - POWERS OF COMMITTEE

     In order to effectuate the purposes of the Plan,  the Committee  shall have
the full power and authority to construe and interpret any and all provisions of
the Plan, to reconcile any  inconsistencies  and resolve any  ambiguities in the
terms of the Plan and to make equitable  adjustments  for any mistakes or errors
made in the  administration  of the Plan, and all such actions or determinations
made by the  Committee  in good faith  shall not be subject to review by anyone.
The Committee shall have the power to appoint,  in its  discretion,  one or more
Investment Managers to manage, including the power to acquire or dispose of, all
or any portion of the assets of the Plan and Trust  Fund.  The  Committee  shall
also  have the  power to serve as paying  agent  for the  Trust  Fund,  if it so
desires, or to appoint, in its discretion,  a paying agent or agents to disburse
the benefits payable from the Trust Fund and to authorize and direct the Trustee

<PAGE>
                                      7-4


to make  distribution  to the  Committee as paying agent or to such other paying
agent as the Committee shall direct in writing.

7.6 - DUTIES OF COMMITTEE

     The  Committee  shall,  as a part  of its  general  duty to  supervise  and
administer the Plan:

     (A)  determine  all  facts  and  maintain   records  with  respect  to  any
          Employee's age, amount of  Compensation,  length of service,  Hours of
          Service,  Vesting  Service,  Credited  Service  and  date  of  initial
          coverage under the Plan, and by application of the facts so determined
          and any other facts deemed material,  determine the amount, if any, of
          benefit payable under the Plan on behalf of a Participant;

     (B)  establish,  carry out and  periodically  review a funding  policy  and
          method  consistent  with the objectives of the Plan and the applicable
          lawful  requirements  of  Title I of the  Employee  Retirement  Income
          Security Act of 1974; provided, however, that any decisions pertaining
          to the amount and timing of contributions by the Employer to the Trust
          Fund are delegated to the Employer;

     (C)  give the Trustee specific directions in writing with respect to:

          (1)  the  making of  distribution  payments,  giving  the names of the
               payees,  the  amounts  to be paid  and the  time  or  times  when
               payments shall be made; and

          (2)  the making of any other  payments which the Trustee is not by the
               terms  of the  Trust  Agreement  authorized  to  make  without  a
               direction in writing of the Committee;

     (D)  furnish  the  Trustee  with such  information  (including  information
          relative to the  liquidity  needs of the Plan) as is deemed  necessary
          for the Trustee to carry out the purposes of the Trust Agreement;

     (E)  comply  with  all   applicable   lawful   reporting   and   disclosure
          requirements of the Employee Retirement Income Security Act of 1974;

     (F)  comply (or transfer responsibility for compliance to the Trustee) with
          all  applicable  Federal  income  tax  withholding   requirements  for
          distribution   payments   imposed   by  the  Tax   Equity  and  Fiscal
          Responsibility Act of 1982;

<PAGE>
                                      7-5



     (G)  engage on behalf of all Plan  Participants  an  independent  qualified
          public  accountant  to  examine  the  financial  statements  and other
          records of the Plan for the purposes of an annual audit and opinion as
          to whether the financial statements and schedules in the annual report
          of the Plan are presented fairly in conformity with generally accepted
          accounting principles, unless such audit is waived by the Secretary of
          Labor or his delegate or unless such audit is otherwise  not required;
          and

     (H)  engage on behalf  of all Plan  Participants  an  enrolled  actuary  to
          prepare  required  actuarial  statements,  unless this  requirement is
          waived  by the  Secretary  of Labor or his  delegate  or  unless  such
          actuarial statements are otherwise not required.

     The foregoing list of express duties is not intended to be either  complete
or conclusive, and the Committee shall, in addition,  exercise such other powers
and perform such other duties as it may deem necessary,  desirable, advisable or
proper for the supervision and administration of the Plan.

7.7 - INDEMNIFICATION OF CERTAIN FIDUCIARIES

     To the extent not covered by  insurance or if there is a failure to provide
full  insurance  coverage  for any reason and to the  extent  permissible  under
corporate by-laws and other applicable laws and regulations, the Employers agree
to hold harmless and indemnify the members of the Committee  against any and all
claims and causes of action by or on behalf of any and all  parties  whomsoever,
and all losses therefrom,  including,  without limitation,  costs of defense and
attorneys' fees, based upon or arising out of any act or omission relating to or
in connection with the Plan and Trust Agreement other than losses resulting from
any such person's fraud or willful misconduct.

7.8 - ACTUARY

     The actuary will do such  technical  and advisory  work as the Committee or
the Employer may request,  including analysis of the experience of the Plan from
time to time, the preparation of actuarial tables for the making of computations
thereunder,  and the submission of actuarial reports to the Sponsoring  Employer
or the Committee, which reports shall contain an actuarial valuation showing the
financial  condition of the Plan, a statement of the contributions to be made by

<PAGE>
                                      7-6


the Employers and such other  information  as may be required by the  Committee.
The  actuary  shall be  appointed  by the  Committee  with the  approval  of the
Sponsoring  Employer to serve as long as it is agreeable to the  Committee,  the
Sponsoring Employer and the actuary.

7.9 - FIDUCIARIES

     The Trustee is the named  fiduciary  hereunder  with respect to the powers,
duties  and  responsibilities  of  investment  of the Trust  Fund;  the board of
directors of the Sponsoring  Employer is the named fiduciary with respect to the
powers,  duties and the  responsibilities  of (a)  appointing the members of the
Committee  in the manner set out in  Section  7.1  hereof,  (b)  appointing  the
Trustee or Trustees in the manner set out in the Trust  Agreement,  (c) amending
and terminating the Plan and Trust in accordance with the provisions of the Plan
and Trust Agreement and (d) reviewing  annually the annual report of the Trustee
and the  activities  of the Trustee,  any  Investment  Manager and the Committee
relating  to the Plan in order to  determine  whether any  replacement  of those
persons is  necessary;  and the Committee is the plan  administrator  and is the
named  fiduciary  hereunder  with  respect  to  the  other  powers,  duties  and
responsibilities  of the  administration of the Plan;  provided,  however,  that
certain powers,  duties and  responsibilities  of each of said named fiduciaries
are specifically  delegated to others under the provisions of the Plan and Trust
Agreement,  and other powers, duties and responsibilities of any fiduciaries may
be delegated by written  agreement to others to the extent  permitted  under the
provisions of the Plan and Trust Agreement.

     The powers and duties of each fiduciary  hereunder,  whether or not a named
fiduciary,  shall be limited  to those  specifically  delegated  to each of them
under  the  terms of the Plan  and  Trust  Agreement.  It is  intended  that the
provisions  of the Plan and  Trust  Agreement  allocate  to each  fiduciary  the
individual  responsibilities for the prudent execution of the functions assigned
to  each  fiduciary.  None  of  the  allocated  responsibilities  or  any  other
responsibilities  shall be shared by two or more fiduciaries unless such sharing

<PAGE>
                                      7-7


shall be provided by a specific provision in the Plan or the Trust Agreement. If
any of the enumerated responsibilities of a fiduciary are specifically waived by
the  Secretary of Labor,  then such  enumerated  responsibilities  shall also be
deemed to be waived for the purposes of the Plan and Trust  Agreement.  Whenever
one  fiduciary  is  required  by the Plan or the Trust  Agreement  to follow the
directions of another fiduciary, the two fiduciaries shall not be deemed to have
been  assigned  a share of any  responsibility,  but the  responsibility  of the
fiduciary  giving the directions  shall be deemed to be his sole  responsibility
and the  responsibility of the fiduciary  receiving those directions shall be to
follow  same  insofar  as such  instructions  on  their  face are  proper  under
applicable  law. Any  fiduciary  may employ one or more persons to render advice
with respect to any  responsibility  such  fiduciary has under the Plan or Trust
Agreement.

     Each  fiduciary  may,  but need not,  be a director,  proprietor,  partner,
officer or employee of the  Employer.  Nothing in the Plan shall be construed to
prohibit any fiduciary from:

          (a)  serving in more than one  fiduciary  capacity with respect to the
               Plan and Trust Agreement;

          (b)  receiving   any  benefit  to  which  he  may  be  entitled  as  a
               Participant or Beneficiary in the Plan, so long as the benefit is
               computed and paid on a basis that is consistent with the terms of
               the Plan as applied to all other  Participants and Beneficiaries;
               or

          (c)  receiving any reasonable  compensation for services rendered,  or
               for the  reimbursement of expenses properly and actually incurred
               in the performance of his duties with respect to the Plan, except
               that no person so serving who already receives full-time pay from
               an Employer shall receive  compensation from the Plan, except for
               reimbursement of expenses properly and actually incurred.

     Each fiduciary  shall be bonded as required by applicable law or statute of
the United States, or of any state having appropriate jurisdiction,  unless such

<PAGE>
                                      7-8


bond may  under  such law or  statute  be  waived  by the  parties  to the Trust
Agreement.  The Employer  shall pay the cost of bonding any  fiduciary who is an
employee of the Employer.

7.10 - APPLICABLE LAW

     The Plan will,  unless superseded by federal law, be construed and enforced
according  to the laws of the State of  Texas,  and all  provisions  of the Plan
will, unless superseded by federal law, be administered according to the laws of
the said state.


<PAGE>

                                       8-1

                                    SECTION 8

                                   TRUST FUND


8.1 - PURPOSE OF TRUST FUND

     The Trust Fund has been created and will be maintained  for the purposes of
the Plan, and the moneys  thereof will be invested in accordance  with the terms
of the agreement and  declaration  of trust which forms a part of the Plan.  All
contributions  will be paid into the Trust Fund, and all benefits under the Plan
will be paid from the Trust Fund,  except to the extent  provided by Section 3.5
hereof.

8.2 - BENEFITS SUPPORTED ONLY BY TRUST FUND

     Subject to applicable  provisions of law, any person having any claim under
the Plan will look solely to the assets of the Trust Fund for satisfaction.

8.3 - 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,  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  Participants  and  other  persons
thereunder  entitled to benefits,  except to the extent  provided in Section 6.2
hereof with respect to contributions that are returnable to the Employer because
they are made by a mistake of fact or are disallowed as a tax deductible expense
under  Section 404 of the  Internal  Revenue  Code or because the Plan is denied
qualification  under  Section  401(a)  of said  Code and  except  to the  extent
provided in Section 4.5 and Section 6.6 hereof with  respect to  termination  of
the Plan and expenses of administration, respectively.


<PAGE>





                                       9-1

     IN  WITNESS  WHEREOF,  CAPITAL  SOUTHWEST  CORPORATION,  CAPITAL  SOUTHWEST
MANAGEMENT CORPORATION, JET-LUBE, INC., THE RECTORSEAL CORPORATION, THE WHITMORE
MANUFACTURING  COMPANY,  SMOKE GUARD, INC. and BLUE MAGIC, INC. have caused this
instrument to be executed by their duly authorized officers on this _____ day of
_________________, 20____, effective as of April 1, 2006.

                                       CAPITAL SOUTHWEST CORPORATION


                                       By

                                       Title:

                                       CAPITAL SOUTHWEST MANAGEMENT CORPORATION


                                       By

                                       Title:

                                       JET LUBE, INC.


                                       By

                                       Title:

                                       THE RECTORSEAL CORPORATION


                                       By

                                       Title:



<PAGE>
                                       9-2


                                       THE WHITMORE MANUFACTURING COMPANY


                                       By

                                       Title:

                                       SMOKE GUARD, INC.


                                       By

                                       Title:

                                       BLUE MAGIC, INC.


                                       By

                                       Title:








<PAGE>