<PAGE>
 
                                                                   Exhibit 10.39
                                                                   -------------

                           Amendment and Restatement

                                      of

                    THE AMETEK SAVINGS AND INVESTMENT PLAN
                    --------------------------------------


          WHEREAS, there was adopted and made effective as of October 1, 1984,
The AMETEK Savings and Investment Plan (the "Plan"); and

          WHEREAS, the Plan was subsequently amended and restated in its
entirety, effective October 1, 1992; and

          WHEREAS, Section 10.1 of the Plan provides that AMETEK, Inc.
("AMETEK") may amend the Plan at any time or from time to time; and

          WHEREAS, AMETEK now desires to amend and restate the Plan, in its
entirety, to incorporate a profit-sharing feature in the Plan to benefit certain
employees, to incorporate all prior amendments and to conform the Plan to recent
changes in applicable law;

          NOW, THEREFORE, the Plan is hereby amended and restated in its
entirety, effective January 1, 1997, to incorporate a profit-sharing feature in
the Plan to benefit certain employees, to incorporate all prior amendments and
to conform the Plan to recent changes in applicable law.  To the extent that an
earlier effective date of a Plan provision is required by applicable law, the
provision shall be effective as of such earlier date.  The provisions of the
Plan as in effect prior to January 1, 1997, shall continue to be applicable to
all persons who retired or otherwise terminated their employment with AMETEK
prior to January 1, 1997.
<PAGE>
 
                               TABLE OF CONTENTS

<TABLE> 
<CAPTION> 
                                                                       Page
                                                                       ----
<S>                                                                    <C>
ARTICLE I - DEFINITIONS AND CONSTRUCTION..............................  1

ARTICLE II - PARTICIPATION............................................  12
    2.1  Prior Eligibility............................................  12
    2.2  Eligibility for Other Employees Retirement Participant.......  12
    2.3  Ineligible Employees.........................................  13
    2.4  Participant Information......................................  13
    2.5  Employee Acceptance..........................................  14 
 
 
ARTICLE III - SERVICE.................................................  15
    3.1  Year of Service..............................................  15 
    3.2  Hours of Service.............................................  15 
    3.3  Severance From Service Date..................................  15 
    3.4  Absence of Less Than Twelve Months...........................  16 
    3.5  Severance from Service.......................................  16 
 
 
ARTICLE IV - CONTRIBUTIONS............................................  18
    4.1  Deferral Election............................................  18 
    4.2  Employer Deferral and Matching Contributions.................  19 
    4.3  Employer Contributions on Behalf of Retirement Participants..  20 
    4.4  Nondiscrimination Requirements...............................  22 
    4.5  Rollovers and Transfers......................................  26 
    4.6  Non-Forfeitability of Certain Accounts.......................  28 
 
 
ARTICLE V - INDIVIDUAL ACCOUNTS.......................................  29
    5.1  Participant Accounts.........................................  29
    5.2  Valuation of Accounts........................................  29
    5.3  Employer Contributions Considered Made on Last Day of Plan 
         Year.........................................................  30
    5.4  Valuation....................................................  30 
    5.5  Limitation on Annual Additions...............................  30 
    5.6  Allocations Do Not Create Rights.............................  35 
</TABLE>
<PAGE>
 
<TABLE>
<S>                                                                     <C>
ARTICLE VI - PAYMENT OF BENEFITS......................................  36
    6.1  Retirement, Death, Disability or Termination of Employment...  36
    6.2  Attainment of Age 59-1/2.....................................  37
    6.3  Beneficiary Designation......................................  37
    6.4  Form of Payment..............................................  39
    6.5  Limitations on Commencement or Duration of Benefit Payments..  42
    6.6  Cash-Out of Benefits.........................................  45
    6.7  Qualified Domestic Relations Orders..........................  45 
 
ARTICLE VII - LOANS TO PARTICIPANTS AND WITHDRAWALS...................  47
    7.1  Loans........................................................  47
    7.2  Hardship Distribution........................................  50
 
ARTICLE VIII - COMMITTEE AND PLAN ADMINISTRATOR.......................  53
    8.1  Committee - Authority........................................  53   
    8.2  Appointment..................................................  53   
    8.3  Death, Resignation or Removal of Committee Member............  53   
    8.4  Written Notice of Appointment, Resignation or Removal........  53   
    8.5  Action By Committee..........................................  54   
    8.6  Employment of Agents.........................................  54   
    8.7  No Committee Member Compensation.............................  54   
    8.8  Committee Powers.............................................  54   
    8.9  Claims for Benefits..........................................  55   
    8.10 Liability for Contributions..................................  57   
    8.11 Plan Administrator...........................................  57   
    8.12 Compensation and Expenses of Plan Administrator..............  57   
    8.13 Allocation of Duties.........................................  58   
    8.14 Participation of Committee Members and Plan Administrator....  58   
    8.15 Books and Records............................................  58   
    8.16 Fiduciary Standard...........................................  58   
    8.17 Indemnification..............................................  58   
</TABLE>
<PAGE>
 
<TABLE>
<S>                                                                     <C>
ARTICLE IX - INVESTMENT OF PLAN ASSETS................................  60
    9.1  Contributions Held in Trust..................................  60
    9.2  Investment Funds.............................................  60
    9.3  Investment of Contributions..................................  60
    9.4  Changes in Investment Elections..............................  61
    9.5  Insurance Contract...........................................  62
    9.6  Common Stock Fund............................................  62
    9.7  Appointment of Investment Manager............................  63

ARTICLE X - AMENDMENT, TERMINATION OR TRANSFER OF ASSETS..............  64
    10.1 Amendment of Termination.....................................  64
    10.2 Termination of Plan..........................................  64
    10.3 Distribution of Assets.......................................  65
    10.4 Affiliates...................................................  65
    10.5 Amendment to Vesting Schedule................................  66
    10.6 Merger of Plan...............................................  66
 
 
ARTICLE XI - TOP HEAVY PLANS..........................................  68
    11.1 Definitions..................................................  68 
    11.2 Minimum Contributions........................................  71 
    11.3 Coordination with Defined Benefit Plan.......................  72 
    11.4 Maximum Benefits.............................................  72  
 
 
ARTICLE XII - MISCELLANEOUS...........................................  74
    12.1 No Rights Implied............................................  74 
    12.2 Assignment and Alienation....................................  74  
    12.3 No Diversion of Trust Assets.................................  74  
    12.4 Exclusive Benefit............................................  75 
    12.5 No Employment Contract.......................................  75   
    12.6 Fiduciaries..................................................  75  
    12.7 Incapacity...................................................  75   
    12.8 Governing Law................................................  75  
 </TABLE>
<PAGE>
 
                    THE AMETEK SAVINGS AND INVESTMENT PLAN
                    --------------------------------------

                                   ARTICLE I
                                   ---------

                         DEFINITIONS AND CONSTRUCTION
                         ----------------------------


          The following words and phrases shall have the meanings set forth
below unless the context clearly indicates otherwise:

     1.1.  "Accounts" shall mean the Deferral Election Account, the Employer
            --------                                                        
Matching Contribution Account, the Retirement Account and the Rollover
Contribution Account, or as many as are applicable, maintained on behalf of a
Participant or Retirement Participant in accordance with this Plan.

     1.2.  "Average Contribution Percentage" shall mean the average of the
            -------------------------------                               
Contribution Percentages of a group of Participants.

     1.3.  "Average Deferral Percentage" shall mean the average of the Deferral
            ---------------------------                                        
Percentages of a group of Participants.

     1.4.  "Adjustment Factor" shall mean the cost-of-living adjustment factor
            -----------------                                                 
prescribed by the Secretary of the Treasury under Section 415(d) of the Code as
applied for Plan Years beginning after December 31, 1987 and as applied to such
items and in such manner as the Secretary shall provide.

     1.5.  "Affiliate" shall mean any corporation that is, along with the
            ---------                                                    
Company, a member of a controlled group of corporations as defined in Section
414(b) of the Code) or any other trade or business (whether or not incorporated)
which, along with the Company, is under common control (as defined in Section
414(c) of the Code) or any other trade or business which is a member of an
"affiliated service group" (as such term is defined in Section 414(m) of the
Code or in regulations under Section 414(o) of the Code) of which the Company is
also a member.

     1.6.  "Alternate Payee" shall mean an "alternate payee"
            ---------------                                 
as defined in Section 414(p) of the Code.

     1.7.  "Annual Valuation Date" shall mean the 31st day of December in each
            ---------------------                                             
year.

     1.8.  "Beneficiary" shall mean the person or persons designated by a
            -----------                                                  
Participant, Former Participant, Retirement Participant or Former Retirement
Participant, in accordance with Section 6.3, as the person or persons entitled
to receive upon the death of such Participant, Former Participant, Retirement
Participant or Former Retirement Participant any benefit under the provisions of
this Plan.

     1.9.  "Board of Directors" shall mean the Board of Directors of the
            ------------------                                          
Company.
<PAGE>
 
     1.10.  "Code" shall mean the Internal Revenue Code of 1986, as amended from
             ----                                                               
time to time.

     1.11.  "Committee" shall mean the Administrative Committee appointed and
             ---------                                                       
serving pursuant to Article VIII.

     1.12.  "Common Stock Fund" shall have the meaning set forth in Section 9.6.
             -----------------                                                  

     1.13.  "Company" shall mean AMETEK, Inc., a Delaware corporation.
             -------                                                  

     1.14.  "Compensation" shall mean an Employee's fixed salary, base pay,
             ------------                                                  
commissions, bonuses and overtime paid or made available to the Employee during
the Plan Year in consideration for his personal services actually rendered to
the Employer, unreduced by any amounts contributed to the Plan on behalf of a
Participant pursuant to the Participant's Deferral Election under Section 4.1
hereof.  Compensation shall not include merit awards, gifts, loans, fees,
insurance and pension benefits, severance benefits (paid in any form), stock or
stock options, or stock appreciation rights.  Notwithstanding the foregoing,
Compensation is intended to qualify as compensation determined under regulations
published at 1.415-2(d)(2) and 1.415-2(d)(3) under the Code and modified by
regulations published at 1.414(s)-(1)(c)(3) and 1.414(s)-(1)(c)(4) under the
Code.

     In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for Plan Years
beginning on or after January 1, 1994, the annual Compensation of each Employee
taken into account under the Plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is $150,000 as
adjusted by the Commissioner for increases in the cost of living in accordance
with section 401(a)(17)(B) of the Code. The cost-of-living adjustment in effect
for a calendar year applies to any period, not exceeding 12 months, over which
compensation is determined (determination period) beginning in such calendar
year. If a determination period consists of fewer than 12 months, the OBRA '93
annual compensation limit will be multiplied by a fraction, the numerator of
which is the number of months in the determination period, and the denominator
of which is 12.

     Any reference in this Plan to the limitation under section 401(a)(17) of
the Code shall mean the OBRA '93 annual compensation limit set forth in this
provision.

     1.15.  "Contribution Percentage" shall mean the ratio of the sum of
             -----------------------                                    
Employer Matching Contributions and the Employer Retirement Incentive
Contributions made on behalf of a Participant or a Retirement Participant for a
Plan Year to the 
<PAGE>
 
Participant's or the Retirement Participant's Compensation for such Plan Year.

     1.16.  "Deferral Amount" shall mean the amount by which a Participant has
             ---------------                                                  
reduced his Compensation pursuant to a Deferral Election.

     1.17.  "Deferral Election" shall mean an election which a Participant has
             -----------------                                                
made to contribute to the Plan pursuant to Section 4.1.

     1.18.  "Deferral Election Account" shall mean a separate Account maintained
             -------------------------                                          
for each Participant who has elected to make a Deferral Election, consisting of
the amount contributed pursuant to the Participant's Deferral Election plus any
earnings of the Trust and realized and unrealized gains and losses allocable to
such Account, but less any amounts previously distributed to the Participant,
Former Participant or Beneficiary for whom the Account is maintained.

     1.19.  "Deferral Percentage" shall mean the ratio of the Deferral Amount
             -------------------                                             
for the Plan Year to the Participant's Compensation for such Plan Year.

     1.20.  "Disability" shall mean a disability of a Participant or a
             ----------                                               
Retirement Participant as determined under the terms of the defined benefit
pension plan maintained by the Company or an Affiliate under which the
Participant or Retirement Participant participated in immediately prior to his
disability.  If a Participant or Retirement Participant does not participate in
a defined benefit pension plan immediately prior to his disability, Disability
shall mean a disability which entitles the Participant or the  Retirement
Participant to disability benefits from Social Security; provided, however, that
the Participant's or the Retirement Participant's disability occurs while he is
employed by the Company or an Affiliate.

     1.21.  "Effective Date" shall mean October 1, 1984.
             --------------                             

     1.22.  "Employee" shall mean any person classified as a regular Employee,
             --------                                                         
who is on the payroll of the Employer and whose wages from the Employer are
subject to withholding for United States Federal income tax purposes; provided,
however, that Employee shall not include any person who is hired as a Temporary
Employee or Intern.  Notwithstanding the foregoing, the term Employee shall not
include any individual characterized by the Company or Affiliate as an
"independent contractor," no matter how characterized by the Internal Revenue
Service, other governmental agency or a court.

     1.23.  "Employer" shall mean the Company and any Affiliate of the Company
             --------                                                         
which adopts this Plan pursuant to Section 10.4 hereof.
<PAGE>
 
     1.24.  "Employer Contributions" shall mean the contributions made by the
            ----------------------                                          
Employer pursuant to Section 4.2(b), Section 4.3(a) and 4.3(b).

     1.25.  "Employer Matching Contribution Account" shall mean a separate
             --------------------------------------                       
Account maintained for each Participant, consisting of the Participant's share
of Employer Matching Contributions, plus any earnings of the Trust and any
realized or unrealized gains and losses allocable to such Account, but less any
amounts previously distributed to the Participant, Former Participant or
Beneficiary for whom the Account is maintained.

     1.26.  "Employer Matching Contribution" shall mean a profit-sharing
             ------------------------------                             
contribution made to a Participant's Employer Contribution Account pursuant to
Section 4.2(b).

     1.27.  "Employer Incentive Retirement Contribution" shall mean a profit-
             ------------------------------------------                     
sharing contribution made to a Retirement Participant's Retirement Account
pursuant to Section 4.3(b).

     1.28.  "Employer Retirement Contribution" shall mean a profit-sharing
             --------------------------------                             
contribution made to a Retirement Participant's Retirement Account pursuant to
Section 4.3(a).

     1.29.  "Employment Commencement Date" shall mean the date (whether before
             ----------------------------                                     
or after the Effective Date) on which the Employee first performs an Hour of
Service as an Employee, except as otherwise provided in Section 3.5 with respect
to a One Year Period of Severance.

     1.30.  "Entry Date" shall mean the first day of January, April, July and
             ----------                                                      
October of any Plan Year.

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

     1.32.  "Former Participant" shall mean a person who has ceased to be a
             ------------------                                            
Participant but who is entitled to immediate or deferred benefits under this
Plan.

     1.33.  "Former Retirement Participant" shall mean a person who has ceased
             -----------------------------                                    
to be a Retirement Participant but who is entitled to immediate or deferred
benefits under this Plan.

     1.34.  "Highly Compensated Employee" shall mean, for Plan Years commencing
             ---------------------------                                       
on and after January 1, 1997, an Employee of the Company or an Affiliate who
performs an Hour of Service and who:

          (a) was at any time a Five Percent Owner (within the meaning of
Section 11.1(c)) during the Plan Year or the Look-Back Year; or
<PAGE>
 
          (b) for the Look-Back Year (i) received Total Compensation in excess
of $80,000 multiplied by the Adjustment Factor.

An Employee is not taken into account for purposes of this Section 1.29 if he
has completed a Period of Service of less than six months, is normally credited
with less than 17-1/2 Hours of Service per week, normally works less than six
months during the year, has not reached age 21.

For purposes of this Section 1.29, the following definitions shall apply:

     "Total Compensation" shall mean the Employee's "compensation" as defined in
Subsection 5.5(f); and

     "Look-Back Year" shall mean the twelve (12) month period immediately
preceding the Plan Year.

     1.35.  "Hour of Service" shall have the meaning defined in Section 3.2.
             ---------------                                                

     1.36.  "Insurance Contract" shall mean an insurance policy issued to the
             ------------------                                              
Trustee for the benefit of a Participant pursuant to Section 9.5.

     1.37.  "Intern" shall mean a student who is employed by the Company or
             ------                                                        
Affiliate while attending school or during his or her breaks from school or any
other individual who is classified as an "intern" in accordance with the
Company's or Affiliate's regular employment practices and policies.

     1.38.  "Investment Funds" shall mean the funds comprising the Trust Fund.
             ----------------                                                 

     1.39.  "Leased Employees" shall mean those individuals described in Section
             ----------------                                                   
414(n)(2) of the Code employed by the Company or any Affiliate; provided,
however, if such individual employees constitute 20% or less of such non-highly
compensated work force of the Company or any Affiliate then the term "Leased
Employees" means only those individuals who are not covered by a plan described
in Section 414(n)(5) of the Code.

     1.40.  "Limitation Year" shall mean the Plan Year.
             ---------------                           

     1.41.  "Mandatory Distribution Date" shall have the meaning set forth in
             ---------------------------                                     
Section 6.5(a).

     1.42.  "Normal Retirement Age" shall mean a Participant's or Former
             ---------------------                                      
Participant's 65th birthday.  For purposes of a Retirement Participant, Normal
Retirement Age shall mean shall mean the later of a Retirement Participant's
65th birthday or the fifth 
<PAGE>
 
(5th) anniversary of the Retirement Participant's commencement of participation
in the Plan.

     1.43.  "One Year Period of Severance" shall have the meaning set forth in
             ----------------------------                                     
Section 3.5.

     1.44.  "Participant" shall mean an Employee who has met the requirements
             -----------                                                     
for participation in, and has signified his acceptance of, this Plan, pursuant
to the provisions of Article II.

     1.45.  "Period of Service" shall mean a period of service performed for an
             -----------------                                                 
Employer by an Employee commencing on the Employee's Employment Commencement
Date and ending on his Severance from Service Date.

     1.46.  "Period of Severance" shall mean the period commencing on an
             -------------------                                        
Employee's Severance From Service Date and ending on the date he again performs
an Hour of Service for the Employer as an Employee.

     1.47.  "Plan" shall mean The AMETEK Savings and Investment Plan, as it is
             ----                                                             
embodied herein and as it may be amended from time to time.

     1.48.  "Plan Administrator" shall mean the person, group of persons, firm
             ------------------                                               
or corporation serving as plan administrator pursuant to Section 8.11.

     1.49.  "Plan Year" shall mean the twelve consecutive month period
             ---------                                                
commencing January 1st and ending the following December 31st.

     1.50.  "Qualified Domestic Relations Order" shall mean a judgment, decree
             ----------------------------------                               
or order (including approval of a property settlement agreement) made pursuant
to a state domestic relations law (including a community property law) which:

          (a)  relates to the provision of child support, alimony payments or
marital property rights to a spouse, former spouse, child or other dependent of
a Participant or a Retirement Participant (the "Alternate Payee");

          (b)  creates or recognizes the existence of the Alternate Payee's
right to, or assigns to the Alternate Payee the right to receive all or a
portion of the benefits payable to a Participant or a the Retirement Participant
under this Plan;

          (c)  specifies (A) the name and last known mailing address (if any) of
the Participant or the Retirement Participant and each Alternate Payee covered
by the order, (B) the amount or percentage of the Participant's or the
Retirement Participant's Plan benefits to be paid to the Alternate Payee, or the
manner in which such amount or percentage is to be determined, and (C) the
<PAGE>
 
number of payments or the period to which the order applies and each plan to
which the order relates; and

          (d)  does not require the Plan to (A) provide any type or form of
benefit, or any option not otherwise provided under the Plan, (B) provide
increased benefits, or (C) pay benefits to the Alternate Payee under a prior
Qualified Domestic Relations Order.  A Qualified Domestic Relations Order may
provide that distribution commence on or after the date on which the Participant
or Retirement Participant attains, or would have attained the earlier of (A) the
date on which the Participant or the or Retirement Participant is entitled to a
distribution under the Plan or (B) the date on which the Participant or
Retirement Participant attains age 50, regardless of whether the Participant or
Retirement Participant has incurred a Severance From Service Date.
Notwithstanding the foregoing, a Qualified Domestic Relations Order may provide
that distribution commence as soon as administratively practicable following its
determination as a Qualified Domestic Relations Order regardless of whether the
Participant or Retirement Participant has incurred a Severance From Service
Date, if the Order directs (A) that the payment of the benefits be determined as
if the Participant or Retirement Participant had retired on the date on which
payment is to begin under such Order, taking into account only the balance
standing to the Participant's or Retirement Participant's credit in his Accounts
on such date, and (B) that the payment be made in a form in which such benefits
may be paid under the Plan to the Participant or Retirement Participant other
than in the form of a joint and survivor annuity with respect to the Alternate
Payee and his subsequent spouse.

     1.51.  "Retirement Account" shall mean a separate Account maintained for
             ------------------                                              
each Retirement Participant or Former Retirement Participant, consisting of the
Employer Retirement Contribution and the Company Incentive Retirement
Contribution made pursuant to pursuant to Section 4.3 plus any earnings of the
Trust and realized or unrealized gains or losses allocable to such Retirement
Account, but less any amounts previously distributed to the Retirement
Participant, Former Retirement Participant or Beneficiary for whom the Account
is maintained.

     1.52.  "Retirement Participant" shall mean an Employee who has met the
             ----------------------                                        
requirements set forth in Sections 2.2(b) and 2.3(b).

     1.53.  "Rollover Contribution" shall mean a contribution which meets the
             ---------------------                                           
requirements of Section 4.5(b) as modified by Section 4.5(c).

     1.54.  "Rollover Contribution Account" shall mean a separate Account
             -----------------------------                               
maintained for each Participant or Retirement Participant who has elected to
make a Rollover Contribution pursuant to Section 4.5, consisting of the Rollover
Contribution plus any earnings of the Trust and realized or unrealized gains or
losses allocable to such Account, but less any amounts previously distributed to
the Participant, Former Participant, Retirement 
<PAGE>
 
Participant, Former Retirement Participant or Beneficiary for whom the Account
is maintained.

     1.55.  "Severance From Service Date" shall have the meaning set forth in
             ---------------------------                                     
Section 3.3.

     1.56.  "Taxable Wage Base" for a Plan Year with respect to a Retirement
             -----------------                                              
Participant shall mean the contribution and benefit base in effect under Section
230 of the Social Security Act on the first day of the Plan Year for which
allocations of Employer Contributions are made.  The Taxable Wage Base level
shall be deemed to be the full amount of such Taxable Wage Base even though (a)
a Retirement Participant's Compensation may include less than a full year's
Compensation because of either his participation commencing after the first day
of the Plan Year or his experiencing a Severance From Service Date prior to the
end of the Plan Year or (b) because a Retirement Participant's Compensation for
a Plan Year does not exceed the Taxable Wage Base.

     1.57.  "Temporary Employee" shall mean an individual who is hired by the
             ------------------                                              
Company or Affiliate (rather than an agency) for a specific position for a
designated length of time which is normally not more than 24 consecutive months
in duration and who is committed to leave the employment of the Company or
Affiliate at the conclusion of such period.

     1.58.  "Trust" shall mean The AMETEK Savings and Investment Trust, as
           -------                                                        
amended from time to time.

     1.59. "Trust Fund" shall mean the assets held by the Trustee for the
            ----------                                                   
benefit of the Participants, Retirement Participants, Former Participants,
Former Retirement Participants and their Beneficiaries, but not including any
Plan assets theretofore set aside for distribution of benefits to or with regard
to Participants,  Retirement Participants, Former Participants, Former
Retirement Participants or Beneficiaries.

     1.60.  "Trustee" shall mean the trustee or trustees appointed by the
             -------                                                     
Company to hold the assets of the Plan, as provided in Section 9.1 and the
Trust, and any successor trustee or trustees as the Company from time to time
may designate.

     1.61.  "Valuation Date" shall mean the last business day of each month, and
             --------------                                                     
any other date as determined by the Committee, that is closer to the event
requiring valuation of a Participant's or Retirement Participant's Accounts
under the Plan.

     1.62.  "Year of Service" shall have the meaning set forth in Section 3.1.
             ---------------                                                  

     Except when otherwise indicated by the context, any masculine terminology
used herein also includes the feminine and neuter, and vice versa, and the
definition of any term herein in 
<PAGE>
 
the singular shall also include the plural, and vice versa. The words "hereof,"
"herein," "hereunder," and other similar compounds of the word "here" shall mean
and refer to the entire Plan and not to any particular provision or section. All
references to Articles and Sections shall mean and refer to Articles and
Sections contained in this Plan, unless otherwise indicated.

     In determining time periods within which an event or action is to take
place for purposes of the Plan, no fraction of a day shall be considered and any
act, the performance of which would fall on a Saturday, Sunday, holiday or other
non-business day, may be performed on the next following business day.

     It is the intention of the Employer that the Plan be qualified under the
provisions of Sections 401(a), 401(k), 401(m) and 501(a) of the Code and under
ERISA, and all provisions of this Plan shall be construed and interpreted in
light of that intention.

     The titles and headings of Articles and Sections are intended for
convenience of reference only and are not to be considered in construction of
the provisions hereof.
<PAGE>
 
                                  ARTICLE II
                                  ----------

                                 PARTICIPATION
                                 -------------


     2.1.  Prior Eligibility.  Each Employee who, as of December 31, 1996, was a
           -----------------                                                    
Participant in the Plan, shall continue to be a Participant in the Plan as of
January 1, 1997, and for so long as he continues to meet the eligibility
requirements for being a Participant.
 
     2.2.  Eligibility for Other Employees.
           ------------------------------- 

           a.   Participant.  Any other Employee, who is not an ineligible
                -----------                                               
employee as described in Section 2.3(a), shall become a Participant in the Plan
as of the Entry Date which follows his date of hire by at least thirty-one (31)
days and is on or after the date on which he first attains age 21, provided he
signifies his acceptance of the Plan in accordance with Section 2.5. Any
Employee who is an ineligible employee as described in Section 2.3(a), but who
on or after January 1, 1997 becomes an eligible employee and meets the
requirements of the previous sentence, shall become a Participant on the next
Entry Date which is at least thirty-one (31) days from his most recent date of
hire. An Employee shall remain a Participant as long as he continues to meet the
requirements of this Section 2.2(a).

           b.   Retirement Participant.  Any Employee hired on or after January 
                ----------------------      
1, 1997 or rehired following a Severance From Service Date on or after January
1, 1997, who is not an ineligible employee as described in Section 2.3(b), shall
become a Retirement Participant in the Plan as of the Entry Date which follows
his date of hire by at least thirty-one (31) days and is on or after the date on
which he first attains age. Any Employee who is an ineligible employee as
described in Section 2.3(b), but who on or after January 1, 1997 becomes an
eligible employee and meets the requirements of the previous sentence, shall
become a Retirement Participant on the next Entry Date which is at least thirty-
one (31) days from his most recent date of hire. An Employee shall remain a
Retirement Participant as long as he continues to meet the requirements of this
Section 2.2(b).
<PAGE>
 
     2.3.  Ineligible Employees.
           -------------------- 

           a.   Participant.  Notwithstanding Sections 2.1 or 2.2, an Employee
                -----------                                                   
shall not be eligible to be a Participant in this Plan if (i) he is a Leased
Employee, unless the participation of such Leased Employee in the Plan is
required so that the Plan meets the applicable requirements of Section 414(n)(3)
of the Code, (ii) he is an hourly paid employee of the Technical Motors Division
of AMETEK, Inc. at locations in Simi Valley (Ventura County, California) or
Tijuana, Mexico, provided, however, that effective October 1, 1994, this
provision shall not apply to employees at Simi Valley in Leadperson, Material
Coordinators, Set-up Persons, QC Inspectors, Maintenance and Shipping/Receiving
Clerks job classifications; or (iii) he is an employee whose terms and
conditions of employment are determined pursuant to the terms of a collective
bargaining agreement; unless the collective bargaining agreement provides for
the inclusion of such Employee in the Plan, in which case the Employee will be
eligible to participate in the Plan, pursuant to Section 2.2, on the later of
the date specified in the collective bargaining agreement or the next January
1st which is on or after the date he completes the eligibility requirements set
forth in Section 2.2.

           b.   Retirement Participant.  Notwithstanding Sections 2.1 and 2.2
                ----------------------                                      
above, an Employee shall not be eligible to be a Retirement Participant in this
Plan if (i) he is a Leased Employee, unless the retirement participation of such
Leased Employee in the Plan is required so that the Plan meets the applicable
requirements of Section 414(n)(3) of the Code, (ii) he is an active participant
in a defined benefit pension plan sponsored by Company or Affiliate, (iii) he is
an hourly paid employee of the Technical Motors Division of AMETEK, Inc. at
locations in Simi Valley (Ventura County, California) or Tijuana, Mexico; or (v)
he is an employee whose terms and conditions of employment are determined
pursuant to the terms of a collective bargaining agreement; unless the
collective bargaining agreement provides for the inclusion of such Employee in
the Plan, in which case  the Employee will become a Retirement Participant in
the Plan on the date specified in the collective bargaining agreement.

     2.4.  Participant Information.  The Employer shall from time to time
           -----------------------                                       
furnish the Committee, the Trustee and the Plan Administrator with relevant
information with respect to Employees who are or become eligible for
participation in the Plan, Participants, Retirement Participants, Former
Participants, Former Retirement Participants and Beneficiaries, including
without limitation, information as to their names, compensation, dates of birth,
Employment Commencement Dates, Hours of Service, Periods of Service, retirements
and deaths or other causes for termination of employment.  The Committee, the
Trustee and the Plan Administrator may rely upon such information and shall be
under no obligation to make inquiry with regard to the accuracy thereof.
<PAGE>
 
     2.5.  Employee Acceptance.  Each Employee who meets the requirements for
           -------------------                                               
participation in this Plan shall be so notified in writing by the Plan
Administrator. An Employee shall become a Participant if he signifies his
acceptance of the Plan and the benefits hereof by filing with the Committee his
written application for participation in the Plan on a form supplied by the
Committee and by agreeing to make a Deferral Election pursuant to Section 4.1.
If an Employee does not file his application when he is first eligible to make a
Deferral Election, such Employee shall become a Participant as of the Entry Date
following or coinciding with the receipt by the Committee of such application,
provided he continues to meet the eligibility requirements on such Entry Date.
<PAGE>
 
                                  ARTICLE III
                                  -----------

                                    SERVICE
                                    -------


     3.1.  Year of Service.  A Participant or a Retirement Participant shall be
           ---------------                                                     
credited with a Year of Service for each 12 consecutive month Period of Service
beginning with his Employment Commencement Date, and anniversaries thereof. For
purposes of this Plan, any service performed by an Employee for the Company or
any Affiliate shall be considered to be service performed by an Employee for an
Employer.

     3.2.  Hours of Service.  An Hour of Service shall mean an hour for which an
           ----------------                                                     
Employee is directly or indirectly paid, or entitled to payment, by the
Employer, for the performance of duties. Hours of Service shall include each
hour for which back pay, irrespective of mitigation of damages, has been either
awarded or agreed to by the Employer, and such hours shall be credited to the
Employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or
payment is made. Hours of Service shall also include each hour for which the
Employee is directly or indirectly paid, or entitled to payment, by the Employer
for reasons (such as vacation, sickness or temporary disability) other than for
the performance of duties during the applicable computation period.

     3.3.  Severance From Service Date.  An Employee's Severance from Service
           ---------------------------                                       
Date shall mean the earlier of:

           (a)  the date the Employee quits, retires, is discharged or dies; or

           (b)  the later of:

                (i)   the first anniversary of the first date of a period during
           which the Employee remains continuously absent from service with the
           Employer, either with or without pay, for any reason other than those
           set forth in Section 3.3(a) (including, but not limited to, periods
           of sick leave or temporary layoff); or

                (ii)  the second anniversary of the first date of a period of
           continuous absence from service with the Employer, for reason of
           ((a)) the pregnancy of the Employee, ((b)) the birth of the
           Employee's child, ((c)) the placement of a child with the Employee in
           connection with the adoption of such child by the Employee or ((d))
           caring for such child for a period beginning immediately following
           such birth or placement.

           (c) Notwithstanding anything contained in Section 3.3(b) to the
contrary, if an Employee is continuously absent 
<PAGE>
 
from service with the Employer for more than one year for a reason described in
Section 3.3(b)(ii), the period between the first and second anniversaries of the
Employee's first date of absence shall not be treated as a Year of Service for
any purpose under this Plan.

     3.4.  Absence of Less Than Twelve Months.  If a Participant's or a
           ----------------------------------                          
Retirement Participant's service as an Employee is severed pursuant to Section
3.3(a) but he resumes service as an Employee of the Employer within 12 months of
his Severance from Service Date the intervening Period of Severance shall be
deemed to be a Period of Service.

     3.5.  Severance from Service.
           ---------------------- 

           (a)  One Year Period of Severance.  A One Year Period of Severance
                ----------------------------                                 
shall occur when an Employee or former Employee does not perform an Hour of
Service as an Employee within the 12 month period beginning on his Severance
from Service Date.

           (b)  Participation After a One Year Period of Severance.  A 
                --------------------------------------------------   
Participant or a Retirement Participant who incurs a One Year Period of
Severance shall again become a Participant or a Retirement Participant on his
new Employment Commencement Date. For this purpose, the new Employment
Commencement Date shall be the date following the Participant's or a Retirement
Participant's re-employment on which he first performs an Hour of Service for
the Employer. If the Employee again becomes a Participant or a Retirement
Participant in the Plan, his Years of Service completed prior to his One Year
Period of Severance will be taken into account to determine the vested
percentage of his Employer Matching Contribution Account and Retirement Account,
unless:

                (i)   at the time he incurs a One Year Period of Severance he
           does not have a nonforfeitable interest in his Employer Matching
           Contribution Account and Retirement Account, respectively, if any,
           and

                (ii)  the Employee has at least five consecutive One Year
           Periods of Severance.
<PAGE>
 
                                  ARTICLE IV
                                  ----------

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


     4.1.  Deferral Election.
           ----------------- 

           (a)  Election.  For each Plan Year, each Participant may make a
                --------                                                  
Deferral Election pursuant to which the Participant shall direct the Employer to
reduce the Participant's Compensation and to contribute to the Plan, on the
Participant's behalf, the amount by which the Participant's Compensation has
been so reduced.

           (b)  Amount of Deferral.  A Participant may make a Deferral Election 
                ------------------       
in an amount (in multiples of 1%) equal to not less than 1% nor more than 14% of
his Compensation for the Plan Year. Such contribution shall be made by payroll
deduction at the regular payroll period applicable to the Participant, or
deducted from any special, non-recurring payment of Compensation made to the
Participant.

           (c)  Committee's Approval.  A Participant's Deferral Election shall 
                --------------------  
be subject to the approval (or partial approval) of the Committee. The
Committee's approval shall not be given:

                (i)   if the Participant's Deferral Amount for the Plan Year
           would exceed $7,000, multiplied by the Adjustment Factor;

                (ii)  if the Deferral Election results in prohibited
           discrimination in favor of an Employee who is a Highly Compensated
           Employee;

                (iii) if the Deferral Amount, taken together with the Employer
           Contributions made on behalf of the Participant for the Limitation
           Year under this Plan and any other defined benefit or defined
           contribution plan, exceeds 25% of the Participant's "compensation"
           (as defined in Section 5.5(f) hereof) for the Limitation Year; or

                (iv)  if the Committee otherwise determines that the election is
           in excess of the amounts permitted by the Code.

In making its determination, the Committee shall apply the provisions of this
Section 4.1(c) and the applicable provisions of the Code and the regulations and
rulings promulgated thereunder. If, as a result of subsequent events, a Deferral
Election which has been previously approved by the Committee would later result
in contributions in excess of the amount permitted under this Section 4.1(c),
the Committee may revoke, in whole or in part, its prior approval and may
require the 
<PAGE>
 
Participant to reduce his Deferral Election in order to prevent such excess.

     4.2.  Employer Deferral and Matching Contributions.
           -------------------------------------------- 

           (a)  Deferral Amounts.  The Employer shall contribute to the Plan, on
                ----------------                                
behalf of each Participant, the amount by which the Participant has elected to
reduce his Compensation pursuant to his Deferral Election in accordance with
Section 4.1. Notwithstanding any other provisions of the Plan to the contrary,
the maximum amount which the Employer shall contribute on behalf of any
Participant pursuant to such Participant's Deferral Election for any Plan Year
shall not exceed $7,000, multiplied by the Adjustment Factor.

           (b)  Employer Matching Contributions.  The Employer shall contribute
                -------------------------------                                
on behalf of each Participant who has a Deferral Election in effect during each
payroll processing period, an amount equal to 33-1/3% of the amount contributed
on behalf of such Participant pursuant to such Participant's Deferral Election
which does not exceed 6% of his Compensation. In no event shall the amount
contributed, pursuant to this Section 4.2(b) on behalf of any Participant exceed
$1,200 in a Plan Year. The Employer may, in the sole discretion of its Board of
Directors, make the Employer Matching Contribution hereunder at any time during
the Plan Year, or, following the end of the Plan Year, within the time
prescribed by law for filing the Employer's Federal income tax return (including
extensions thereof) for its taxable year which coincides with, or ends within,
such Plan Year. The amount of the Employer's contribution for a Plan Year shall
be reduced by the amount of any forfeitures that may have arisen under Section
6.1(b) during such Plan Year. In the event that a Participant receives a
distribution of excess Deferral Elections under Section 4.4 or 5.5 and any
Employer Matching Contributions allocated to the Participant by reason of such
distributed Deferral Elections remain in the Participant's Accounts after
application of Section 4.4(b) or (c), the Participant shall forfeit such
Employer Matching Contributions (plus earnings thereon determined in the manner
described in Section 4.4(g). Amounts forfeited shall be used to reduce future
Employer Matching Contributions under this Section 4.2(b).

           (c)  Deferral Election - Discontinuance, Variation and Resumption.  A
                ------------------------------------------------------------    
Deferral Election, if approved by the Committee, shall continue in effect until
changed or revoked by the Participant. A Participant may make, discontinue or
change a Deferral Election, effective as of any Entry Date during the Plan Year,
by filing a form with the Committee at least 30 days prior to such date
indicating his instructions with respect thereto; provided, however, that a
Participant may completely discontinue a Deferral Election, effective as of the
first day of any month by filing a form with the Committee at least 30 days
prior to such date. The Committee may modify or waive the 30 day advance notice
requirements of this Section 4.3 if it finds, in its sole 
<PAGE>
 
discretion, that such modification or waiver is appropriate under the
circumstances to further the purposes of this Plan. All changes in a Deferral
Election are subject to approval by the Committee in accordance with Section
4.1(c).

     4.3.  Employer Contributions on Behalf of Retirement Participants.  The
           -----------------------------------------------------------      
following contributions shall be made by the Employer, solely for the benefit of
Retirement Participants, regardless of whether the Employer has current or
accumulated earnings or profits for the taxable year ending with or within the
Plan Years:

           (a)  Employer Retirement Contributions.  For each Plan Year, the
                ---------------------------------                         
Employer shall contribute on behalf of each Retirement Participant a percentage
of the Compensation earned during the portion of the Plan Year that the Employee
was a Retirement
<PAGE>
 
Participant based upon the table set forth below. Contributions shall be made
for each payroll processing period.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Total of Employee's             Percentage of              Percentage of    
Age Plus Full Years             Compensation, Up to        Compensation     
of Service                      Taxable Wage Base          Exceeding Taxable 
                                                           Wage Base         
-------------------------------------------------------------------------------
<S>                             <C>                        <C>
Less than 50                         3.00%                         5.00%
-------------------------------------------------------------------------------
50 or more, but less than 65         4.00%                         6.00%
-------------------------------------------------------------------------------
65 or more, but less than 75         5.00%                         7.00%
-------------------------------------------------------------------------------
75 or more                           6.00%                         8.00%
-------------------------------------------------------------------------------
</TABLE>

For purposes of this Section 4.3 (a), a Retirement Participant's age and full
Years of Service shall be the age and full Years of Service, not rounded, of the
Retirement Participant on the first day of the Plan Year.

           (b)  Employer Incentive Retirement Contributions.  If a Retirement
                -------------------------------------------                  
Participant has elected a Deferral Election equal to or greater than 6% of his
Compensation during any payroll processing period, the Employer shall contribute
on behalf of such Retirement Participant for such payroll processing period an
amount equal to 1% of that Retirement Participant's Compensation to such
Participant's Retirement Account.

Solely for purposes of this Section 4.1(b), a Retirement Participant whose
Deferral Election is suspended as a result of his reaching the limit set forth
in Section 4.1(c)(i) shall be deemed to have in effect, for the suspension
period, the Deferral Election that was in effect immediately prior to the
suspension. The amount of the Employer's Contributions for a Plan Year shall be
reduced by the amount of any forfeitures that may have arisen under Section
6.1(b) during the Plan Year.

           (c)  Limitation on Contributions.  Notwithstanding any other 
                ---------------------------   
provision of the Plan to the contrary, the Employer shall not make any
contributions to the Plan pursuant to Section 4.2 or 4.3 on behalf of a
Participant if such contributions would exceed the limitations of Section 5.5.

           (d)  Limitation on Contributions on Behalf of Highly Compensated
                -----------------------------------------------------------
Employees.  Notwithstanding any other provision of the Plan to the contrary, the
---------                                                                       
Employer shall not make any contributions to the Plan pursuant to Section 4.2 or
this Section 4.3 on behalf of a Participant who is a Highly Compensated Employee
that would exceed the limitations of Section 4.4.

     4.4.  Nondiscrimination Requirements.
           ------------------------------ 
<PAGE>
 
           (a)  Deferral Percentage Test.  The Average Deferral Percentage in 
                ------------------------     
each Plan Year for all Participants who are Highly Compensated Employees shall
not exceed the greater of:

                (i)   the Average Deferral Percentage for all Participants who
           are non-Highly Compensated Employees for the preceding Plan Year
           multiplied by 1.25; or

                (ii)  the lesser of: (A) the Average Deferral Percentage for all
           Participants who are non-Highly Compensated Employees for the
           preceding Plan Year multiplied by two or (B) the Average Deferral
           Percentage for all Participants who are non-Highly Compensated
           Employees plus two percentage points.

For purposes of the Average Deferral Percentage test, the Deferral Percentage of
any Participant who is a Highly Compensated Employee and is eligible to receive
qualified nonelective contributions (within the meaning of Section 401(m)(4)(C)
of the Code) or elective deferrals (within the meaning of Section 401(m)(4)(B)
of the Code) under two or more plans that are qualified under Section 401(a) and
401(k) of the Code and that are maintained by the Company or an Affiliate shall
be determined as if all such contributions and elective deferrals were made
under a single plan.

           (b)  Employer Contribution Percentage Test.  The Average Contribution
                -------------------------------------                           
Percentage in each Plan Year for all Participants who are Highly Compensated
Employees shall not exceed the greater of:

                (i)   the Average Contribution Percentage for all Participants
           who are non-Highly Compensated Employees for the preceding Plan Year
           multiplied by 1.25; or

                (ii)  the lesser of (A) the Average Contribution Percentage for
           all Participants who are non-Highly Compensated Employees for the
           preceding Plan Year multiplied by two or (B) the Average Contribution
           Percentage for all Participants who are non-Highly Compensated
           Employees plus two percentage points.

For purposes of the Average Contribution Percentage test, the Contribution
Percentage of any Participant who is a Highly Compensated Employee and is
eligible to receive matching contributions (within the meaning of Section
401(m)(4)(A) of the Code) under two or more plans that are qualified under
Sections 401(a) of the Code and that are maintained by the Company or any
Affiliate shall be determined as if all such contributions were made under a
single plan.

           (c)  Aggregate Limit.  The sum of the Average Deferral Percentage and
                ---------------                                                 
the Average Contribution Percentage for a Plan Year, computed under Subsections
(a) and (b), of Participants who are Highly Compensated Employees shall not
exceed the greater of:
<PAGE>
 
           (i)  the sum of:

                (A)  1.25 multiplied by the greater of (1) the Average Deferral
           Percentage of Participants who are non-Highly Compensated Employees
           or (2) the Average Contribution Percentage of Participants who are
           non-Highly Compensated Employees; and

                (B)  two plus the lesser of (1) or (2) in clause (A) above;
           provided, however that in no event may this amount exceed two times
           the lesser of (1) or (2) in clause (A) above; or

           (ii) the sum of :

                (A)  1.25 multiplied by the lesser of (1) the Average Deferral
           Percentage of Participants who are non-Highly Compensated Employees
           or (2) the Average Contribution Percentage of Participants who are
           non-Highly Compensated Employees; and

                (B)  two plus the greater of (1) or (2) in clause (A) above;
           provided, however that in no event may this amount exceed two times
           the greater of (1) or (2) in clause (A) above.

The application of this Section 4.4(c) shall satisfy such other requirements as
may be prescribed by the Secretary of the Treasury.

           (d)  Special Participant Rule.  For purposes of Subsection (a), (b) 
                ------------------------   
and (c), the term "Participants" includes Employees eligible to participate in
the Plan in accordance with Article II whether or not they elected to
participate in the Plan or make a Deferral Election. For Plan Years commencing
on and after January 1, 1999, "Participants" shall not include Employees who are
non-Highly Compensated Employees and who have not attained age 21 and who have
completed less than 1 Year of Service before the last day of the Plan Year.

     (e)   Corrections.
           ----------- 

                (i)   In the event the Plan Administrator determines that the
           nondiscrimination requirement of Subsection (a) has not been
           satisfied in a Plan Year after Deferral Amounts have been allocated
           to Participants' Accounts, the Plan Administrator shall reduce the
           Average Deferral Percentage for the Highly Compensated Employees to
           the extent required to enable the Plan to satisfy at least one of the
           tests in Subsection (a). The reduction shall be accomplished by
           reducing the Deferral Amount of the Highly Compensated Employee with
           the highest Deferral Amount 

<PAGE>
 
           to the extent required to cause the Deferral Amount of such Highly
           Compensated Employee to equal the next highest Deferral Amount of all
           other Highly Compensated Employees. The Plan Administrator shall
           repeat this reduction process until the nondiscrimination requirement
           of Subsection (a) is met.

                (ii)  In the event the Plan Administrator determines that the
           nondiscrimination requirement of Subsection (b) has not been
           satisfied in a Plan Year after Employer Matching Contributions have
           been allocated to Participants' Accounts, the Plan Administrator
           shall reduce the Average Contribution Percentage for the Highly
           Compensated Employees to the extent required to enable the Plan to
           satisfy at least one of the tests in Subsection (b). The reduction
           shall be accomplished by reducing the Employer Matching Contributions
           of the Highly Compensated Employee with the highest Employer Matching
           Contributions to the extent required to cause the Employer Matching
           Contributions of such Highly Compensated Employee to equal the next
           highest Employer Matching Contributions of all other Highly
           Compensated Employees. The Plan Administrator shall repeat this
           reduction process until the nondiscrimination requirement of
           Subsection (b) is met.

                (iii) In the event the Plan Administrator determines that the
           nondiscrimination requirement of Subsection (c) has not been
           satisfied in a Plan Year after Deferral Amounts and Employer Matching
           Contributions have been allocated to Participants' Accounts, the Plan
           Administrator shall reduce the Average Deferral Percentage and/or the
           Average Contribution Percentage (as determined under Subsection
           4.4(f) below) for the Highly Compensated Employees to the extent
           required to enable the Plan to satisfy at the tests in Subsection
           (c). The reduction shall be accomplished in the same manner as is set
           forth in Sections 4.4(a) and 4.4(b), whichever is appropriate.

           (f)  Corrective Distributions.  If the Plan Administrator determines
                ------------------------                                       
that Deferral Amounts or Employer Matching Contributions in excess of the amount
permitted under Subsections (a), (b) or (c) were made to the Plan, then the Plan
Administrator will cause the Trustee to make a corrective distribution of any
such excess (and income allocable thereto as computed in accordance with
Subsection (g)) to the Highly Compensated Employees within 12 months of the
close of the Plan Year to which the excess is attributed based on the excess
amounts determined under Subsection (e). Such a distribution is not subject to
spousal consent. In the case of a corrective distribution required hereunder
because of an excess arising 
<PAGE>
 
under Subsection (c), reductions shall first be made from the Highly Compensated
Employees' Deferral Amounts and then from their Employer Matching Contributions,
if necessary.

           (g)  Income Attributable to Excess Contributions.  The income
                -------------------------------------------             
attributable to excess Deferral Amounts or Employer Matching Contributions as
determined in accordance with Subsection (e) shall be an amount equal to the sum
of:

                (i)   the earnings or losses allocated to Deferral Amounts or
           Employer Matching Contributions, as applicable, for the preceding
           Plan Year multiplied by a fraction the numerator of which is the
           excess determined in accordance with Subsection (e), as applicable,
           on behalf of the Participant for the preceding Plan Year and the
           denominator of which is the portion of the Participant's Account
           attributable to Deferral Elections or Employer Matching
           Contributions, as applicable, as of the last day of the preceding
           Plan Year, reduced by earnings and increased by losses for the
           preceding Plan Year; plus

                (ii)  the earnings or losses allocated to Deferral Amounts, or
           Employer Matching Contributions, as applicable for the period between
           the end of the preceding Plan Year and the last day of the month
           preceding the distribution date multiplied by a fraction determined
           under the method described in clause (i) above.

           (h)  Coordination Rule.  Excess Deferral Elections determined with
                -----------------                                            
respect to a Plan Year that shall be distributed in accordance with Section (f)
shall be reduced by any excess deferrals, previously distributed to such
Participant for the Participant's taxable year ending with or within such Plan
Year.

     4.5.  Rollovers and Transfers.
           ----------------------- 

           (a)  Rollover Contribution - General.  Subject to such terms and
                -------------------------------                            
conditions as the Committee may establish from time to time, a Participant or a
Retirement Participant (or an Employee who is not eligible to participate in the
Plan solely because he has failed to satisfy the age and service requirements of
Section 2.2, and who, for purposes of his Rollover Contribution only, shall be
considered a Participant or a Retirement Participant in the Plan) may at any
time make a Rollover Contribution to this Plan, which shall be allocated to the
Participant's or the Retirement Participant's Rollover Contribution Account when
received by the Trustee. Such Participant or Retirement Participant shall submit
a written certification from the trustees, plan administrator or party
maintaining the Eligible Retirement Plan from which the Rollover Contribution
was distributed, in a form satisfactory to the Committee, that the contribution
qualifies as a Rollover Contribution. The Committee and the Trustee shall be
entitled to rely upon such 
<PAGE>
 
certification. Notwithstanding the above, if the Committee subsequently
determines that any Rollover Contribution previously made to the Plan by a
Participant or Retirement Participant is not a valid Rollover Contribution, the
Committee shall return to the Participant or the Retirement Participant, as soon
as administratively possible, the amount of the invalid Rollover Contribution,
together with earnings attributable to the Rollover Contribution.

           (b)  Rollover Contribution - Defined.  A contribution shall qualify 
                -------------------------------   
as a Rollover Contribution if:

                (i)   it represents an Eligible Rollover Distribution to the
           Participant or a Retirement Participant under a retirement plan
           qualified under Section 401(a) of the Code;

                (ii)  it represents the balance to the credit of the Participant
           or Retirement Participant in an individual retirement account or
           annuity (as described in Section 408 of the Code) created solely to
           receive amounts described in Subsection (i) above, and to which no
           other contributions were made by the Employee; or

                (iii) it represents a direct transfer to the Trustee from an
           Eligible Retirement Plan described in Subsection (i), above, of all
           or a portion of the benefit to which the Employee was entitled under
           such Eligible Retirement Plan.

For purposes of this Section 4.5, Eligible Rollover Distribution and Eligible
Retirement Plan shall have the meanings set forth in Section 6.4(e).

           (c)  Limitation.  A Rollover Contribution shall not include any 
                ----------    
amount which constituted an employee contribution, whether voluntary or
mandatory, made by the Employee to a plan described in Subsection (b)(i), unless
such employee contribution is transferred to the Plan pursuant to Section
4.5(b)(iii).

     4.6.  Non-Forfeitability of Certain Accounts.  A Participant's rights to
           --------------------------------------                            
his Deferral Election Account and his Rollover Contribution Account, if any,
shall, at all times, be 100% nonforfeitable.  The Forfeitability of a
Participant's rights to his Matching Contribution Account and, if applicable, a
Retirement Participant's rights to his Retirement Account shall be determined in
accordance with the provisions of Section 6.1(b).
<PAGE>
 
                                   ARTICLE V
                                   ---------

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

     5.1.  Participant Accounts.  The Committee shall maintain a Deferral
           --------------------                                          
Election Account, a Matching Contribution Account, a Retirement Account and a
Rollover Contribution Account, if applicable, in the name of each Participant or
Retirement Participant.

     5.2.  Valuation of Accounts.  As of each Valuation Date, the Committee
           ---------------------                                           
shall:

           (a)  First, add to each of the Participant's or Retirement
                -----                                                
Participant's Accounts the Deferral Amounts and Employer Contributions made
during the preceding month which are then allocable to each such Account and
subtract all distributions made to Participants or Retirement Participants since
the last preceding Valuation Date;

           (b)  Next, allocate to the Accounts of each Participant, Retirement
                ----                                                          
Participant, Former Participant or Former Retirement Participant who has elected
to invest in any Investment Fund, other than in an Insurance Contract each item
of income, expense, gain and loss accruing to such Fund among the Accounts of
Participants, Retirement Participants, Former Participant or Former Retirement
Participant electing to invest, or having an investment, in such Fund in the
same proportion to the value, as of the last preceding Valuation Date, that the
portion of each such Account so invested bears to the value of the portion of
all such Accounts which are invested in such Fund. If any portion of a
Participant's, Retirement Participant's, Former Participant or Former Retirement
Participant's Account is invested in an Insurance Contract, any item of income,
expense, gain or loss attributable to such Insurance Contract shall be allocated
to his Account or Accounts which is so invested.

           (c)   With respect to a Participant or Retirement Participant whose
employment with the Employer terminates for any reason during a month, the
Committee may (A) value such Participant's or Retirement Participant's Accounts,
in accordance with the provisions of this Section 5.2, as of the last day of the
month in which such termination occurs, and (B) value the portion of the
Participant's or Retirement Participant's Accounts, if any, which is invested in
the Common Stock Fund as of the date on which such shares are sold.

     5.3.  Employer Contributions Considered Made on Last Day of Plan Year.  For
           ---------------------------------------------------------------      
purposes of this Article V, the Employer's contributions made pursuant to
Section 4.2(b), 4.3(a) or 4.3(b) for any Plan Year will be considered to have
been made on the last day of that Plan Year, regardless of when paid to the
Trustee.
<PAGE>
 
     5.4.  Valuation.  The Trustee shall have prepared, on a daily basis, a
           ---------                                                       
valuation of each Investment Fund and each Participant's, Retirement
Participant's, Former Participant's or Former Retirement Participant's Accounts,
the same to be available to each Participant, Retirement Participant, Former
Participant or Former Retirement Participant. Within a reasonable time after the
close of each month, the Trustee shall prepare or cause to be prepared a
statement of the condition of the Trust Fund, setting forth all investments,
receipts, disbursements, and other transactions effected during such month, and
showing all the assets of the Trust Fund and the cost and fair market value
thereof. The items of information in the statement shall be shown separately for
each investment vehicle maintained in the Investment Fund. This statement shall
be delivered to the Committee and the Plan Administrator. The Plan Administrator
shall then cause to be prepared, and the Trustee shall deliver to each
Participant, Retirement Participant, Former Participant or Former Retirement
Participant, a quarterly report disclosing the status of his Accounts in the
Trust Fund.

     5.5.  Limitation on Annual Additions.
           ------------------------------ 

           (a)  General.  Notwithstanding any other provision of the Plan, the
                -------                                                       
Annual Addition to a Participant's or Retirement Participant's Accounts for any
Limitation Year may not exceed an amount equal to the lesser of:

                (i)   the greater of (A) $30,000 or (B) 1/4th of the defined
benefit dollar limitation set forth in Section 415(b)(1) of the Code as in
effect for the Limitation Year; or

                (ii)  25% of the Participant's or Retirement Participant's
           compensation for the Limitation Year.

           (b)  Coordination with Defined Benefit Plan.  In the event that an
                --------------------------------------                       
Employee is a participant in both a defined benefit plan (whether or not
terminated) and a defined contribution plan maintained by the Employer (or a
Related Employer), the sum of the Defined Benefit Plan Fraction plus the Defined
Contribution Plan Fraction may not exceed 1.0.

           (c)  Defined Benefit Plan Fraction - Defined.  For purposes of this
                ---------------------------------------                       
Section 5.5, "Defined Benefit Plan Fraction" with respect to a defined benefit
pension plan shall mean, for any Limitation Year, a fraction:

                (i)   the numerator of which is the Participant's or Retirement
           Participant 's projected annual benefit under such defined benefit
           pension plan (determined as of the close of such year); and

                (ii)  the denominator of which is the lesser of (A) the product
           of 1.25 times $90,000 multiplied by the Adjustment Factor; provided,
           however, that such adjusted dollar limit shall not become effective
           for 
<PAGE>
 
           purposes of this Plan for Limitation Years ending prior to the
           January 1st of the calendar year for which such adjustment is
           announced, or (B) the product of 1.4 times 100% of the Participant's
           or Retirement Participant's actual compensation for the three
           consecutive years of participation in such defined benefit pension
           plan during which he received the greatest aggregate compensation
           from the Employer or any Related Employer.

           (d)  Defined Contribution Plan Fraction - Defined.  For purposes of
                --------------------------------------------                  
this Section 5.5, "Defined Contribution Plan Fraction" shall mean, for any
Limitation Year, a fraction:

                (i)   the numerator of which is the sum of the Annual Additions
          credited to the Participant's or Retirement Participant 's Accounts
          under this Plan and all other defined contribution plans maintained by
          the Employer or any Related Employer in such Limitation Year and for
          all prior Limitation Years; and

                (ii)  the denominator of which is the sum of the lesser of the
          following amounts determined for such Limitation Year and for each
          prior Limitation Year: (A) the product of 1.25 times the dollar
          limitation under Subsection (a)(i), as in effect for such Limitation
          Year, or (B) the product of 1.4 times 25% of the Participant's or
          Retirement Participant 's compensation for such year.

Subsections (b), (c) and (d) shall not apply to Limitation Years commencing on
and after January 1, 1999.

           (e)  Annual Additions - Defined.  For purposes of this Section 5.5,
                --------------------------   
the term "Annual Addition" means, for each Limitation Year, the sum of:

                (i)   the portion of the contribution (other than a contribution
           made pursuant to a Participant's or Retirement Participant's Deferral
           Election) made by the Employer (or a Related Employer) for such
           Limitation Year under this Plan and any defined contribution plan;
           plus

                (ii)  the amount, if any, contributed on behalf of the
           Participant pursuant to the Participant's Deferral Election for such
           Limitation Year under this Plan or any other defined contribution
           plan maintained by the Employer or a Related Employer; plus

                (iii) the amount of forfeitures, if any, allocated to the
           Participant's account for such Limitation Year under this Plan or any
           other defined contribution plan maintained by the Employer or a 
           Related Employer; plus
<PAGE>
 
              (iv) the amount, if any, of the Participant's voluntary
           contributions made under a defined contribution plan maintained by
           the Employer or a Related Employer for such Limitation Year.

The term "Annual Addition" shall not include any Rollover Contribution or any
earnings allocable to any Account thereunder and, for any Limitation Year
beginning before January 1, 1987, shall not include the greater of (i)
Participant contributions not in excess of 6% of the Participant's compensation
for such Limitation Year or (ii) 50% of the Participant's employee contribution
for such Limitation Year.

           (f)  Compensation - Defined. Solely for purposes of Section 5.5, the
                ----------------------                                         
term "compensation" shall mean a Participant's or Retirement Participant's
wages, salaries, fees for professional services, and other amounts received for
personal services actually rendered in the course of employment with the
Employer or a Related Employer (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of percentage of profits,
commissions on insurance premiums, tips, bonuses and for Plan Year's commencing
on and after January 1, 1998, contributions made at the Employee's election to
employee benefit plans pursuant to Section 125, 401(k) and 403(b) of the Code).
Except as provided in the preceding sentence for Plan Years beginning on and
after January 1, 1998, the term "compensation" shall not include contributions
made by the Employer or a Related Employer to this or to any other plan of
deferred compensation to the extent that, before the application of the
limitations of Section 415 of the Code, such contributions are not includible in
the gross income of the Participant for the taxable year in which contributed,
nor contributions made by the Employer or a Related Employer to a Simplified
Employee Pension described in Section 408(k) of the Code, to the extent such
contributions are deductible by the Participant under Section 219 of the Code,
nor any amounts realized on the exercise of a non-qualified or incentive stock
option, or when restricted stock (or property) held by a Participant either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture, nor distributions from a deferred compensation plan (except from an
unfunded non-qualified plan when includible in gross income), nor amounts
realized from the sale, exchange or other disposition of stock acquired under an
incentive stock option, nor any amounts which receive special tax benefits, such
as premiums for group term life insurance, to the extent not includible in the
gross income of the Participant for Federal income tax purposes.

           (g)  Other Plans.  For purposes of applying the limitations of this
                -----------                                                   
Section 5.5, all defined benefit plans maintained by the Employer or a Related
Employer (whether or not terminated) are to be treated as one defined benefit
plan, and all defined contribution plans maintained by the Employer or a 
<PAGE>
 
Related Employer (whether or not terminated) are to be treated as one defined
contribution plan. Any contributions to the Employer's defined benefit plan made
by an Employee shall be deemed to be made under a separate defined contribution
plan.

           (h)  Related Employer - Defined.  For purposes of this Section 5.5,
                --------------------------                    
the term "Related Employer" shall mean any other corporation that is, along with
the Employer, a member of a controlled group of corporations (as defined in
Section 414(b) of the Code, as modified by Section 415(h) thereof) or any other
trades or businesses (whether or not incorporated) which, along with the
Employer, are under common control (as defined in Section 414(c) of the Code as
modified by Section 415(h) thereof) or any other employer that forms, along with
the Employer, an "affiliated service group" (as such term is defined in Section
414(m) of the Code or in regulations under Section 414(o)).

     (i)   Return of Excess Annual Additions.  If a Participant's or Retirement
           ---------------------------------                                   
Participant 's Annual Addition exceeds the amounts specified above:

                (i)   The Plan shall distribute Deferral Election contributions
           to the Participant or Retirement Participant to the extent an excess
           exists, together with earning on such excess amounts. The Committee
           shall make such distribution in a lump sum as soon as
           administratively possible after the excess is determined.

                (ii)  Employer Matching Contributions and Employer Incentive
           Retirement Contributions based on the Deferral Election contributions
           above shall be forfeited in the Plan Year in which the Deferral
           Elections are distributed. Employer Matching Contributions and
           Employer Incentive Retirement Contributions are based on distributed
           Deferral Election contributions to the extent that Deferral Election
           contributions to the extent that Employer Matching Contributions and
           Employer Incentive Retirement Contributions would have been reduced
           if the Participant or Retirement Participant had made Deferral
           Election contributions for the Plan Year equal to undistributed
           Deferral Election contributions.

                (iii) Deferral Election contributions and Employer Matching
           Contributions which are forfeited under (ii) above shall not be
           counted in determining whether the limit in Code Section 402(g) has
           been exceeded or in performing the nondiscrimination tests in Section
           4.4 of this Plan.
<PAGE>
 
     5.6.  Allocations Do Not Create Rights.  No Participant or Retirement
           --------------------------------                               
Participant shall acquire any right to or interest in any specific asset of the
Trust Fund merely as a result of the allocations provided for in the Plan.
<PAGE>
 
                                  ARTICLE VI
                                  ----------

                              PAYMENT OF BENEFITS
                              -------------------

     6.1.  Retirement, Death, Disability or Termination of Employment.
           ---------------------------------------------------------- 

           (a)  Retirement, Death or Disability.  A Participant or Retirement
                -------------------------------                              
Participant shall be 100% vested in his Accounts upon reaching Normal Retirement
Age, Disability or death. Should any Participant or Retirement Participant
retire(within the meaning of the preceding sentence) or die, an amount equal to
the value of his Accounts shall be payable to the Participant, Former
Participant, Retirement Participant, Former Retirement Participant or his
Beneficiary, as the case may be, in accordance with the provisions of Section
6.4.

           (b)  Termination of Employment.  Upon a Participant's termination of
                -------------------------                                      
employment with the Employer, either voluntarily or involuntarily, prior to his
Normal Retirement Age (other than by reason of death, or early or Disability
retirement) he shall be entitled to 100% of the value of his Deferral Election
Account and his Rollover Contribution Account, if any. In addition, such
Participant shall also be entitled to 100% of the value of his Matching
Contribution Account, to the extent attributable to amounts contributed on
behalf of the Participant for Plan Years ending on or before December 31, 1986.
Such Participant shall also be entitled to 100% of the value of his Matching
Contribution Account, to the extent attributable to amounts contributed on
behalf of the Participant for Plan Years beginning on or after January 1, 1987,
if, as of the date of his termination, he has completed 3 Years of Service. If
such Participant has not completed 3 Years of Service he shall forfeit the
entire amount outstanding to his credit in his Matching Contribution Account as
of the last day of the Plan Year in which he terminates employment. A Retirement
Participant shall also be entitled to 100% of the value of his Retirement
Account, if, as of the date of his termination, he has completed 5 Years of
Service. If such Retirement Participant has not completed 5 Years of Service he
shall forfeit the entire amount outstanding to his credit in his Retirement
Account as of the last day of the Plan Year in which he terminates employment.
The value of all Accounts shall be determined and payable in accordance with the
provisions of Sections 5.2, 5.3 and 6.5. Amounts forfeited in any Plan Year
pursuant to this Section 6.1(b) shall be applied to reduce Matching
Contributions made pursuant to Section 4.2(b) for such Plan Year.

           (c)  Restoration of Benefits.  If a Former Participant or Former
                -----------------------                                    
Retirement Participant again begins to participate in the Plan before he incurs
5 consecutive One Year Periods of Severance, then, on or before the last day of
the Plan Year which follows the Plan Year in which the Former Participant or
Former Retirement Participant again begins to participate in the Plan, the
Employer shall make an additional contribution to the Plan, 
<PAGE>
 
on his behalf, which is equal to the dollar amount which was forfeited. Such
additional contribution shall be allocated to the Former Participant's Employer
Matching Contribution Account or Former Retirement Participant's Retirement
Account and his vested right to the amount so contributed shall be determined in
accordance with Section 6.1(b) based upon his Years of Service completed both
prior to and subsequent to his Period of Severance.

     6.2.  Attainment of 59-1/2.  If a Participant attains age 59-1/2 and
           --------------------                                          
remains in the service of the Employer, he may elect to have the value of his
Deferral Election Account and Employer Matching Account (determined in
accordance with Sections 5.2 and 5.3 and valued as of the Valuation Date
coincident with or next succeeding the date of his election or, pursuant to
procedures which the Committee may, in its sole discretion, adopt, as of the
last day of the month in which he files his election), to the extent of his
nonforfeitable right to such Accounts, paid to him in a lump sum as soon as
practicable following the date as of which his Accounts are valued. The
Participant may make such an election by filing a written notice with the
Committee, on a form acceptable to the Committee. Notwithstanding such
withdrawal, the Participant may also elect to continue to participate in the
Plan if he otherwise remains eligible.

     6.3.  Beneficiary Designation.  If a Participant, Retirement Participant,
           -----------------------                                            
Former Participant or Former Retirement Participant has a spouse, his spouse
shall be his Beneficiary, unless the Participant, Retirement Participant, Former
Participant or Former Retirement Participant designates someone other than his
spouse as his Beneficiary (other than as a contingent Beneficiary) and his
spouse consents to such designation pursuant to this Section 6.3. If the
Participant, Retirement Participant, Former Participant, or Former Retirement
Participant does not have a spouse, or if the spouse consents, the Participant,
Retirement Participant, Former Participant or Former Retirement Participant
shall have the right to designate someone other than his spouse as his
Beneficiary. In all events, the Participant, Retirement Participant, Former
Participant or Former Retirement Participant shall have the right to designate a
contingent Beneficiary. Each such designation shall be in writing, filed with
the Committee, and shall be in such form as may be required by the Committee. If
a married Participant, Retirement Participant, Former Participant or Former
Retirement Participant designates someone other than his spouse as his
Beneficiary (other than as a contingent Beneficiary), such Beneficiary
designation shall not be effective unless (a) the spouse consents to such
Beneficiary designation, in writing, and her consent is witnessed by a Plan
representative or notary public, or (b) the Participant, Retirement Participant,
Former Participant or Former Retirement Participant demonstrates, to the
satisfaction of the Committee, that he is not married or his spouse cannot be
located. The Committee shall determine which Beneficiary, if any, shall have
been validly designated. If no Beneficiary has been validly designated, or if
the designated Beneficiaries predecease the 
<PAGE>
 
Participant, Retirement Participant, Former Participant or Former Retirement
Participant, then the amount, if any, payable upon the Participant's Retirement
Participant's, Former Participant's or Former Retirement Participant's death
shall be paid:

           (a)  to the Participant's, Retirement Participant's, Former
Participant's or Former Retirement Participant's surviving spouse; or, if there
is none,

           (b)  to the Participant's, the Retirement Participant's, Former
Participant's or Former Retirement Participant's children and issue of deceased
children, in equal shares, per stirpes; or if there are none,

           (c)  to the Participant's, the Retirement Participant's the Former
Participant's or Former Retirement Participant's parents, in equal shares, or to
the survivor thereof; or if there are none,

           (d)  to the legal representative(s) of the Participant's, the
Retirement Participant's, the Former Participant's or the Former Retirement
Participant's estate.
<PAGE>
 
     6.4.  Form of Payment.
           --------------- 

           (a)  Retired or Disabled Participants.  A Participant or a Former
                --------------------------------                            
Participant hired prior to January 1, 1997 or a Participant who is not a
Retirement Participant who has terminated his employment on or after his Normal
Retirement Age or because he was Disabled, may elect, in writing, in a form
satisfactory to the Committee, to receive his benefit under the Plan in one of
the following methods:

                (i)   by a lump sum payment; or

                (ii)  by payment in equal monthly, quarterly or semi-annual
           installments over a period not in excess of 15 years in which event
           the remaining balance held in the Former Participant's Accounts shall
           be held and invested in accordance with Section 9.2 pursuant to the
           instructions of the Former Participant. Payment shall be made not
           less often than semi-annually to such Participant or Former
           Participant of the installments as they fall due, plus such earnings
           as may have been credited on the amount so deposited or invested less
           an annual administrative fee in an amount determined by the Trustee.
           In the event of the death of the Participant or the Former
           Participant prior to completion of the designated number of payments,
           such payments shall be paid to his Beneficiary until the designated
           number of payments has been completed.

           (b)  Retirement Participants.  A Retirement Participant or Former
                -----------------------                                     
Retirement Participant who has terminated his employment on or after his Normal
Retirement Age or because he was Disabled shall be entitled to receive an
immediate distribution or a direct transfer to another plan of the value of his
Accounts.

           (c)  Terminated Participants.   Upon a Participant's or a Retirement
                -----------------------                                        
Participant's termination of employment with the Employer, either voluntarily or
involuntarily, prior to his Normal Retirement Age (other than by reason of his
death or Disability), he shall be entitled to receive an immediate distribution
or a direct transfer to another plan of the value of his Accounts, pursuant to
Section 6.1; provided he returns a completed benefit distribution form to the
Committee prior to the last day of the twelfth (12th) calendar month following
his termination of employment. If the Participant or the Retirement Participant
does not elect to receive either a distribution or a direct transfer of the
value of his Accounts upon his termination of employment, the Participant or
Retirement Participant will be eligible to elect a distribution of the value of
his Accounts at any time after his attainment of age 55, but not later than his
Mandatory Distribution Date as determined under Section 6.5.

          Until benefits are distributed, a Participant's  or a Retirement
Participant's Accounts shall be held and invested in 
<PAGE>
 
accordance with Section 9.2 pursuant to the instructions of the Former
Participant or Former Retirement Participant.

           (d)  Death of a Participant or Retirement Participant. If a
                ------------------------------------------------      
Participant, Former Participant, Retirement Participant or Former Retirement
Participant dies prior to the date payment of his benefit begins, the value of
his Accounts shall be paid to his Beneficiary as soon as practicable following
his death. Benefits shall be paid in a lump sum.

           (e)  Amount and Form of Payment.  The present value of the payments 
                --------------------------                                   
to the Participant or Retirement Participant pursuant to this Section 6.5 must
be greater than 50% of the present value of the total payments to be made to the
Participant or Retirement Participant and his Beneficiary. Any distribution made
pursuant to this Plan shall be made in cash except that if, as of the date the
Participant or Retirement Participant terminates his employment, part of his
Accounts is invested in the Common Stock Fund or in shares of any other
Investment Fund, and if the Participant's, Retirement Participant's, Former
Participant's or Former Retirement Participant's benefit is to be paid in the
form of a lump sum pursuant to this Section 6.4 then the Participant, Retirement
Participant, Former Participant or Beneficiary to whom such payment is made may
elect to have that portion of the Accounts which is so invested paid in common
stock or shares held in each such Fund; provided, however, that cash will be
paid in lieu of any fractional shares allocated to the Participant's, or
Retirement Participant's, Retirement Participant's, Former Participant's or
Former Retirement Participant's Accounts.

           (f)  Direct Rollover. Notwithstanding any provision of the Plan to 
                ---------------                                             
the contrary, that would otherwise limit a Distributee's election under this
subsection, a Distributee may elect, at the time and in the manner prescribed by
the Committee, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Participant or
Retirement Participant in a Direct Rollover.

           For purposes of subsection (e) of this Section 6.4, the following
definitions shall apply:

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

                (ii)  An Eligible Retirement Plan is an individual retirement
           account described in Section 408 of the Code, an individual
           retirement annuity described in Section 408(b) of the Code, an
           annuity plan described in Section 403(a) of the Code or a qualified
           trust described in Section 401(a) of the Code, that accepts the
           Distributee's Eligible Rollover Distribution. However, in the case of
           an Eligible Rollover Distribution to the surviving spouse, an
           Eligible Retirement Plan is an individual retirement account or
           individual retirement annuity.

                (iii) A Distributee includes an Employee or former Employee.  In
           addition, the Employee's or former Employee's surviving spouse and
           the Employee's or former Employee's spouse or former spouse who is
           the alternate payee under a Qualified Domestic Relation Order, as
           defined in section 414(p) of the Code, are Distributees with regard
           to the interest of the spouse or former spouse.

                (iv)  A Direct Rollover is a payment by the Plan to the Eligible
           Retirement Plan specified by the distributee.

     6.5.  Limitations on Commencement or Duration of Benefit Payments.
           ----------------------------------------------------------- 

           (a)  Commencement of Benefits
                ------------------------

                (i)   For Plan Years Commencing Prior to January 1, 1997 and
                ---   ------------------------------------------------------
           Five Percent Owners of the Company or Affiliate. Notwithstanding any
           -----------------------------------------------                     
           provision of the Plan to the contrary, the payment of benefits to
           each Participant, Former Participant, Retirement Participant or
           Former Retirement Participant shall commence not later than the April
           1st following the taxable year in which the Participant, Former
           Participant, Retirement Participant or Former Retirement Participant
           attains age 70-1/2, which date shall be known as such Participant's,
           Retirement Participant's, Former Participant's or Former Retirement
           Participant's Mandatory Distribution Date. Such payments shall be
           made:

                      ((a))   on or before such date;

                      ((b))   beginning by such date, over the life of such
           Participant, Retirement Participant, Former Participant or Former
           Retirement Participant or over the lives of the Participant,
           Retirement 
<PAGE>
 
           Participant, Former Participant or Former Retirement Participant and
           his Beneficiary; or

                      ((c))   beginning by such date, over a period which may
           not extend beyond the life expectancy of such Participant, Former
           Participant, Retirement Participant or Former Retirement Participant
           or the joint life expectancy of the Participant, Former Participant,
           Retirement Participant or Former Retirement Participant and his
           Beneficiary.

If benefits have commenced pursuant to this Section 6.5(a)(i) to a Participant
prior to December 31, 1996 and, as of December 31, 1996, the Participant is
employed by the Company or an Affiliate, the Participant shall make an election
either to continue receiving benefits or to cease benefits for Plan Years
commencing on and after January 1, 1997. In the event that a Participant elects
to cease receiving benefits, benefits shall commence to the Participant pursuant
to Section 6.5(a)(ii).

                (ii)  For Plan Years Commencing On and After January 1, 1997.
                      ------------------------------------------------------ 
           Notwithstanding any provision of the Plan to the contrary and subject
           to Section 6.5(a)(i), the payment of benefits to each Participant,
           Retirement Participant, Former Participant or Former Retirement
           Participant shall commence on the April 1st following the later of
           the calendar year in which the Participant, Retirement Participant,
           Former Participant or Former Retirement Participant attains the later
           of age 70-1/2 or the calendar year in which he retires. Such payments
           shall be made:

                      ((a))   on or before such date;

                      ((b))   beginning by such date, over the life of such
           Participant, Retirement Participant, Former Participant or Former
           Retirement Participant or over the lives of the Participant,
           Retirement Participant, Former Participant or Former Retirement
           Participant and his Beneficiary; or

                      ((c))   beginning by such date, over a period which may
           not extend beyond the life expectancy of such Participant, Retirement
           Participant, Former Participant or Former Retirement Participant and
           the joint life expectancy of the Participant, Former Participant,
           Retirement Participant, Former Retirement Participant and his
           Beneficiary.

Notwithstanding the foregoing, the payment of benefits to each Participant who
attained age 70-1/2 prior to January 1, 1988 and is not a Five Percent Owner (as
defined in Section 11.1(c)) shall commence on the later of the April 1st
following the taxable year in which (i) he attains age 70-1/2 or (ii) he
retires.
<PAGE>
 
           (b)  Maximum Duration of Death Benefits.  If a Participant, 
                ----------------------------------                  
Retirement Participant, Former Participant or Former Retirement Participant dies
before his entire interest is distributed to him or if a distribution has
commenced to his surviving spouse and such surviving spouse dies but before the
entire remaining interest is distributed to such surviving spouse, then if any
benefit remains payable under this Plan with respect to such deceased
Participant, Retirement Participant, Former Participant or Former Retirement
Participant, such remaining benefit shall be distributed to his Beneficiary:

                (i)   within five years after the death of the Participant,
           Retirement Participant, Former Participant or Former Retirement
           Participant (or the death of his surviving spouse, as the case may
           be); or

                (ii)  over the life of such Beneficiary, or over a period no
           longer than the life expectancy of such Beneficiary (determined no
           more frequently than once during a Plan Year, if the Beneficiary is
           the surviving spouse, or, if not, calculated as of the date payments
           begin); provided, that if the Beneficiary is the surviving spouse of
           the deceased Participant, Retirement Participant, Former Participant
           or Former Retirement Participant, such payments begin on or before
           the date on which the Participant, Retirement Participant, Former
           Participant or Former Retirement Participant would have attained age
           70-1/2 if he had lived; and, provided further, that if the
           Beneficiary is not the surviving spouse, such payments begin no later
           than within 1 year of the Participant's, Retirement Participant's,
           Former Participant's or Former Retirement Participant's death, or the
           death of the surviving spouse, if the surviving spouse dies before
           benefit payments begin, as the case may be.

The provisions of this Subsection (b) shall not apply if distribution of the
Participant's, Retirement Participant's, Former Participant's or Former
Retirement Participant's interest had commenced prior to the death of the
Participant, Retirement Participant, the Former Participant or Former Retirement
Participant, or his spouse, as the case may be, in accordance with a form of
benefit payment which satisfies Subsection (a)(iii) and payment of such interest
continues to be made pursuant thereto. All benefits payable under this Section
6.5 shall satisfy the incidental death benefit rule of Section 401(a)(9)(G) of
the Code by determining the life expectancies of the Participant or Retirement
Participant and his Beneficiary with reference to proposed Treasury Regulation
Section 1.401(a)(9)-2.

           (c)  Additional Limitations.  Notwithstanding anything to the 
                ---------------------- 
contrary contained in this Section 6.5, the payment of benefits hereunder to a
Participant, Retirement Participant, Former Participant or Former Retirement
Participant shall 
<PAGE>
 
commence not later than the 60th day after the close of the Plan Year in which
the latest of the following events occurs:

                (i)   his attainment of age 65;

                (ii)  the tenth anniversary of the year in which the Participant
           or Retirement Participant began to participate in the Plan; or

                (iii) the termination of the Participant's or Retirement
           Participant's service with the Employer or an Affiliate;

provided, however, that the Participant, Retirement Participant, Former
Participant or Former Retirement Participant may elect to defer the commencement
of the payment of benefits hereunder until any time prior to the April 1st
following the calendar year in which he attains age 70-1/2.

           6.6. Cash-Out of Benefits.  Notwithstanding anything contained in
                --------------------                                        
this Plan to the contrary, if the value of a Participant's, Retirement
Participant's, Former Participant's or Former Retirement Participant's Account
is $3,500 or less, the Committee shall pay such benefit in a single lump sum as
soon as practicable after the retirement, termination, Disability or death of
the Participant, Retirement Participant, Former Participant or Former Retirement
Participant, and any such distribution to the Participant, Retirement
Participant, Former Participant, Former Retirement Participant or his
Beneficiary, as the case may be, shall be in complete discharge of the Plan's
obligation with respect to such benefit. A Participant who terminated employment
prior to being entitled to 100% of his Employer Matching Contribution Account or
Retirement Account, shall be deemed to have received the entire distribution of
such Accounts as of his termination of employment.

           6.7. Qualified Domestic Relations Orders.  If the Plan Administrator
                -----------------------------------                            
has determined that a domestic relations order which pertains to the benefits
under this Plan of a Participant, Retirement Participant, Former Participant or
Former Retirement Participant is a Qualified Domestic Relations Order, then the
amount of benefits otherwise payable under this Plan to such Participant,
Retirement Participant, Former Participant or Former Retirement Participant, or
his Beneficiary, as the case may be, shall be reduced by the value of any
amounts paid or payable pursuant to such Order.
<PAGE>
 
                                  ARTICLE VII
                                  -----------

                     LOANS TO PARTICIPANTS AND WITHDRAWALS
                     -------------------------------------

     7.1.  Loans.
           ----- 

           (a)  General.  The Committee shall be authorized to administer a loan
                -------                                                         
program under the Plan, pursuant to this Section 7.1. A Participant may borrow a
portion of his Accounts, but not including any balance in his Retirement
Account, in accordance with the following procedures, terms and conditions:

                (i)   In order to borrow any portion of his Accounts, but not
           including any balance in his Retirement Account, the Participant
           shall file a written application with the Committee and shall sign a
           written form, prescribed by the Committee, authorizing the Employer
           to deduct from such Participant's pay for each month during the term
           of the loan, amounts determined in accordance with such schedule of
           repayment as may be determined appropriate by the Committee in order
           to repay the principal and accrued interest due under the loan. In
           determining a schedule of repayment of any loan under this Plan, the
           Committee shall provide for substantially level amortization of such
           loan (with payments not less frequently than quarterly), over the
           term of the loan. Loan proceeds shall be distributed to the
           Participant as soon as administratively practicable following
           application.

                (ii)  The aggregate total of all outstanding loans to a
           Participant under this Plan shall be in an amount specified by the
           Participant, which amount shall not be less than $1,000 nor more than
           50% of the nonforfeitable value of such Participant's Accounts, but
           not including any balance in his Retirement Account, determined on
           the date of the loan application; provided, however, that any loan
           amount, when added to the highest outstanding balance of loans from
           the Plan during the one-year period ending on the day before the date
           on which such loan is made, shall not exceed $50,000.

                (iii) Any loan to a Participant under this Plan shall be made at
          an interest rate fixed by the Committee, determined as of the date of
          the loan application.  The Committee shall ascertain a reasonable rate
          of interest each month, with respect to loans granted in the following
          month, which shall provide the Plan with a return commensurate with,
          and be determined on the basis of, the interest rates charged by
          commercial lending institutions for loans which would be made under
          similar circumstances.
<PAGE>
 
                (iv)  The aggregate total of all outstanding loans to a
           Participant under this Plan shall be adequately secured by up to 50%
           of the non-forfeitable value of the Participant's Accounts, but not
           including any balance in his Retirement Account. In addition to said
           value of the Participant's Accounts, the Committee may require the
           Participant to post additional security if it believes such security
           is necessary or desirable in order to adequately secure the loan. If,
           because of a decrease in the value of the Participant's Accounts, but
           not including any balance in his Retirement Account, or for any other
           reason, the Committee believes the loan to be inadequately secured,
           it shall either require the Participant to post security in addition
           to the value of such Accounts or demand accelerated repayment of the
           loan. The types of security that may be required to be posted shall
           include, but not be limited to, certificates of deposit, stocks,
           short-term bonds and other short-term securities and their cash
           equivalents.

                (v)   Any loan to a Participant under this Plan shall contain
           such default provisions as may be determined appropriate by the
           Committee, including the provision that if an event of default occurs
           and is not cured within 30 days, the unpaid principal and accrued
           interest due under the loan shall be declared immediately payable in
           full and may be charged back against the Participant's Accounts as a
           distribution at the earliest time that the Participant is entitled to
           receive a distribution under this Plan. A failure to make a scheduled
           payment, or the filing of an application for a benefit distribution
           (other than a hardship withdrawal pursuant to Section 7.2) under this
           Plan, shall constitute events of default.

                (vi)  A loan origination fee, in an amount determined by the
           Committee annually, will be charged to each Participant obtaining a
           loan and will be deducted from the loan proceeds.

           (b)  Allocation of Loans.  The written instrument evidencing any loan
                -------------------                                             
made pursuant to this Section 7.1 shall be held by the Trustee for the benefit
of the Participant to whom the loan was made and not for the Trust Fund as a
whole, and the Participant's interest in Investment Funds, other than the Common
Stock Fund or an Insurance Contract will be reduced by a like amount, in the
same proportion that his interest in each such Investment Fund bears to the
amount of the loan.
<PAGE>
 
           (c)  Aggregation of Loans.  For purposes of determining whether the
                --------------------                                          
dollar limitations of Section 7.1(a) have been met, the Committee shall take
into account the unpaid principal amount of any loan(s) made to the Participant
under the provisions of any employee benefit plan to which contributions have
been made on his behalf by the Employer or an Affiliate.

           (d)  Number of Outstanding Loans.  Effective January 1, 1995, a
                ---------------------------                               
Participant may have up to two (2) outstanding loans from his Accounts at any
given time.  If a Participant already has an outstanding loan from his Accounts,
he may request a second loan, provided that (i) the request is made no sooner
than six (6) months after the initial loan request and (ii) the limits described
in subsection (a) are not exceeded by the total of the two loans.

           (e)  Maximum Term of Loans. The Committee may not permit a
                ---------------------                                      
 Participant to borrow any part of the value of the Participant's Accounts, but
 not including any balance in his Retirement Account, pursuant to Section 7.1
 unless the Participant is required, by the terms of the loan, to repay the
 amount borrowed within 5 years of the date of the loan. Notwithstanding the
 foregoing, if the Participant borrows from his Accounts, but not including any
 balance in his Retirement Account, under the provisions of this Section 7.1 and
 the proceeds of such loan will be used by the Participant to acquire any
 dwelling unit which, within a reasonable period of time, is to be used as a
 principal residence of the Participant, then the maximum term of the loan need
 not be restricted to five years and the loan shall be repaid within a
 reasonable period of time, as fixed by the Committee in the loan papers at the
 time the loan is made. At the time the loan is made, the Committee shall
 determine whether a dwelling unit will be used as a principal residence within
 a reasonable period of time.

           (f)  Allocation of Payments.  Each payment by the Participant to the
                ----------------------                                         
Trustee in repayment of any outstanding loan(s) shall be allocated (i) first, to
repay any amount which may have been borrowed under the terms of any Insurance
Contracts allocated to the Participants Accounts if such loan was originally
charged against such Insurance Contracts and (ii) second, to the portion of the
Participant's Accounts invested in the Investment Funds in the same proportion
as any new contributions on behalf of the Participant would be allocated between
the Investment Funds.

           (g)  A Participant may repay any outstanding principal and accrued
interest due under the loan without being charged with any prepayment penalty at
any time after the six month period beginning on the date that the loan was
made.  No penalty will apply to prepayments.

     7.2.  Hardship Distribution.
           --------------------- 
<PAGE>
 
          (a)  General.  As of the last day of any month, a Participant shall be
               -------                                                          
entitled to receive a hardship distribution from his Deferral Election Account
if he establishes, to the satisfaction of the Committee or as provided in
Subsection (b) or Subsection (c), that (i) he has an immediate and heavy
financial need and (ii) the distribution is necessary to satisfy such financial
need.  In no event, however, shall the amount which is distributed to a
Participant exceed the lesser of the amount required to meet such financial
need, as determined by the Committee, or the balance of the Participant's
Accounts as of December 31, 1988 plus the Participant's Deferral Amounts made
after December 31, 1988 (reduced by any prior distributions of such amounts).
The amount of an immediate and heavy financial need may include any amounts
necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the distribution.  In order to make a
withdrawal pursuant to this Section 7.2, the Participant shall file with the
Committee a written application, on a form acceptable to the Committee, at least
30 days prior to the date on which the Participant wishes to make a withdrawal,
setting forth the reasons for the withdrawal request, the amount he wishes to
withdraw and such other information as the Committee may require.  In
administering the provisions of this Section 7.2, the Committee shall act in a
uniform, non-discriminatory manner, and all Participants shall be treated
similarly under similar circumstances.

          (b)  Immediate and Heavy Financial Need.  For the purposes of this
               ----------------------------------                           
Section 7.2, a distribution will be deemed to be on account of an immediate and
heavy financial need within the meaning of Subsection (a)(i) if it is for:

               (i)    Medical care expenses (within the meaning of Section
          213(d) of the Code) previously incurred by the Participant, the
          Participant's spouse or the Participant's dependents or prepayment of
          medical care expenses necessary for such persons to obtain such care.

               (ii)   Costs directly related to the purchase (excluding mortgage
          payments) of the Participant's principal residence.

               (iii)  Payment of tuition, related educational fees, and room and
          board expenses, for the next 12 months of post-secondary education for
          the employee, or the employee's spouse, children, or dependents (as
          defined in Section 152 of the Code);

               (iv)   Payments necessary to prevent eviction from, or
          foreclosure of a mortgage on, the Participant's principal residence.

          (c)  Distribution Deemed Necessary.  For purposes of Subsection
               -----------------------------                             
(a)(ii), a distribution shall be treated as necessary 
<PAGE>
 
to satisfy an immediate and heavy financial need of a Participant, if, and only
if, the Participant has obtained all distributions (other than hardship
distributions) and all nontaxable loans available to him under this Plan
(provided that such available loan amount equals or exceeds the financial need)
and any other plan maintained by the Company or any Affiliate. Notwithstanding
the preceding sentence, a Participant may satisfy Subsection (a)(ii), without
obtaining all nontaxable loans available to him under the Plan, by demonstrating
to the Committee that he lacks other resources that are reasonably available to
satisfy his heavy and immediate financial need, provided, that the Committee
determines that requiring the Participant to obtain a loan under the Plan would
impair the Participant's ability to obtain additional funds from other sources
which are necessary to satisfy the same financial need, or in and of itself
impose an additional hardship on the Participant.

          (d)  Suspension and Limitation of Deferral Elections.   A Participant
               -----------------------------------------------                 
who receives a hardship distribution pursuant to this Section 7.2 shall have his
Deferral Elections suspended for a one year period commencing on the date of
receipt of the hardship distribution, and the Participant's Deferral Election
for the Plan Year following the Plan Year of the hardship distribution shall be
limited to the amount described in Section 402(g) of the Code as in effect for
such following year, reduced by the amount of the Participant's Deferral
Elections made for the Plan Year of the hardship distribution prior to the
beginning of the one year suspension.

          (e)  Members of Reserve Units.  A Participant, who is a member of a
               ------------------------                                      
reserve unit of the armed forces of the United States that is called to active
duty, shall not be subject to the loan requirements deemed necessary to meet the
requirements of subsection (c) in order to receive a hardship distribution from
the Plan.
<PAGE>
 
                                 ARTICLE VIII
                                 ------------

                       COMMITTEE AND PLAN ADMINISTRATOR
                       --------------------------------


     8.1.  Committee - Authority.  The Administrative Committee (the
           ---------------------                                    
"Committee") shall have the authority to control and manage the operation and
administration of this Plan (other than the authority to manage and control the
assets of the Plan), except to the extent such powers have been allocated to the
Trustee or a Plan Administrator, or delegated to any other person pursuant to
the Plan or the Trust.  The Committee and the Plan Administrator shall be "named
fiduciaries" within the meaning of Section 402 of ERISA.

     8.2.  Appointment.  The Committee shall consist of at least 3 persons, all
           -----------                                                         
of whom shall be appointed by the Board of Directors, to serve at its pleasure.
The members may, but need not be, officers or directors of the Company.  If, at
any time, there shall be fewer than 3 members, the Board of Directors shall
appoint one or more new members so that there are at least 3 members.  The
appointment of a Committee member shall become effective upon delivery of his
acceptance in writing of such appointment to the Company and to each other
Committee member, if any, then acting under this Plan.

     8.3.  Death, Resignation or Removal of Committee Member.  A Committee
           -------------------------------------------------              
member shall cease to be such upon his death, resignation, removal by the Board
of Directors or being declared legally incompetent.  Any Committee member may
resign by notice in writing mailed or delivered to the Company and to the
remaining member or members.  Any one or all of the Committee members may be
removed by the Board of Directors by delivery to the affected member or members,
with copies to the other members then acting, of an instrument executed by the
Company evidencing the action taken by the Board of Directors to remove such
member or members.

     8.4.  Written Notice of Appointment, Resignation or Removal.  A copy of any
           -----------------------------------------------------                
instrument evidencing the acceptance of appointment, resignation or removal of a
Committee member shall be filed with the records of this Plan and shall be
deemed a part of this Plan.

     8.5.  Action By Committee.  Any and all acts may be taken and decisions may
           -------------------                                                  
be made hereunder by a majority of the Committee members then acting.  The
Committee may make any decision or take any action at a meeting duly called and
held, or by written documents signed by the minimum number of Committee members
empowered to take action or make decisions at that time, as hereinabove
provided.  The members may delegate to each or any of their number authority to
perform ministerial acts or to sign documents on behalf of the Committee, and a
document so signed shall be conclusively presumed to be the action of the
Committee.
<PAGE>
 
     8.6.  Employment of Agents.  The Committee may enlist the services of such
           --------------------                                                
agents, representatives and advisers as they may deem advisable to assist them
in the performance of their duties under this Plan, including, but not by way of
limitation, custodial agents for the Trust Fund and attorneys and accountants.

     8.7.  No Committee Member Compensation.  The Committee members shall serve
           --------------------------------                                    
without compensation, as such, but the reasonable expenses incurred by the
Committee, including reasonable fees and expenses of custodial agents,
attorneys, accountants and other advisers, shall be paid from the Trust Fund and
shall be allocated between principal and income as the Committee may determine;
provided, however, that the Company may, in its own discretion, pay all or part
of such expenses.

     8.8.  Committee Powers.  The Committee shall have the specific powers
           ----------------                                               
elsewhere herein granted to it and shall have such other powers as may be
necessary in order to enable it to discharge its responsibilities with respect
to this Plan, including, but not by way of limitation, the sole discretionary
authority to do the following:

           (a) To interpret and construe this Plan and to determine all
questions arising under this Plan, other than those specifically reserved
elsewhere herein for determination by the Company or the Plan Administrator, and
to correct any defect or supply any omission or reconcile any inconsistency in
this Plan in such manner and to such extent as they shall deem expedient to
effectuate the purposes and intent of this Plan;

           (b) To determine all questions of eligibility and status and rights
of Participants, Retirement Participants and others under this Plan, either
directly or on appeal. The Committee shall have the exclusive discretionary
authority to determine eligibility for benefits under the Plan, to construe the
terms of the Plan, to make factual determinations and to determine any question
which may arise in connection with the operation or the administration of the
Plan. The actions and the decisions of the Committee shall be conclusive and
binding upon the Employer and any and all Participants, Retirement Participants,
Former Participants, Former Retirement Participants, spouses, Beneficiaries,
Alternate Payees and their respective heirs, distributees, executors,
administrators, or assignees; subject, however, to the right of Participants,
Former Participants, Retirement Participants, Former Retirement Participants
spouses, Beneficiaries, Alternate Payees and their respective heirs,
distributees, executors, administrators, or assignees to file a written claim
under the Claims Procedure as set forth in Section 8.9;

           (c) To authorize and make, or cause to be made, payment of all
benefits and expenses which become payable under this Plan;
<PAGE>
 
           (d) To adopt and to amend from time to time such by-laws and rules
and regulations as they shall deem necessary for the administration of this
Plan, which are not inconsistent with the terms and provisions of this Plan.

           (e) To establish reasonable procedures to determine whether a
domestic relations order is a Qualified Domestic Relations Order and for
payments to be made pursuant to such Order.  Any payment made by the Committee
pursuant to a Qualified Domestic Relations Order shall reduce, by a like amount,
the amount otherwise payable under the Plan to the Participant, Retirement
Participant, Former Participant or Former Retirement Participant to whom such
Order relates or his Beneficiary, as the case may be.

     8.9.  Claims for Benefits.  A Participant, Retirement Participant,
           -------------------                                         
Retirement Participant, Former Participant, Former Retirement Participant or
Beneficiary ("Claimant") shall file a claim for benefits with the Committee at
the time and in the manner prescribed by it.  The Committee shall provide
adequate notice in writing to any Claimant whose claim for benefits under the
Plan has been denied.  Such notice must be sent within 90 days of the date the
claim is received by the Committee, unless special circumstances warrant an
extension of time for processing the claim.  Such extension shall not exceed 90
days and no extension shall be allowed unless, within the initial 90 day period,
the Claimant is sent a notice of extension indicating the special circumstances
requiring the extension and specifying a date by which the Committee expects to
render its final decision.  The Committee's notice of denial to the Claimant
shall set forth:

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

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

           (c) A description of any additional material and information needed
     for the Claimant to perfect his claim and an explanation of why the
     material or information is needed;

           (d) A statement that the claimant may:

               (i)   request a review upon written application to the Committee;

               (ii)  review pertinent Plan documents; and

               (iii) submit issues and comments in writing; and

          (e)  The name and address of the Committee's delegate to whom the
Claimant may forward his appeal.
Any appeal that the Claimant wishes to make from the adverse determination must
be made, in writing, to the Committee, within 60 days after receipt of the
Committee's notice of denial of 
<PAGE>
 
benefits. The Committee's notice must further advise the Claimant that his
failure to appeal the action to the Committee in writing within the 60-day
period will render the Committee's determination final, binding, and conclusive.
If the Claimant should appeal to the Committee, he or his duly authorized
representative, may submit, in writing, whatever issues and comments he, or his
duly authorized representative, feel are pertinent. The Committee shall re-
examine all facts related to the appeal and make a final determination as to
whether the denial of benefits is justified under the circumstances. The
Committee shall advise the Claimant, in writing, of its decision on his appeal,
the specific reasons for the decision, and the specific Plan provisions on which
the decision is based. The notice of the decision shall be given within 60 days
of the Claimant's written request for review, unless special circumstances (such
as a hearing) would make the rendering of a decision within the 60-day period
unfeasible, but in no event shall the Committee render a decision on an appeal
from the denial of a claim for benefits later than 120 days after receipt of a
request for review. If an extension of time for review is required because of
special circumstances, written notice of the extension shall be furnished to the
Claimant prior to the date the extension period commences.

     8.10.  Liability for Contributions.  The Committee shall not be responsible
            ---------------------------                                         
for the determination or collection of any contributions which may be or become
payable under this Plan.

     8.11.  Plan Administrator.  The Board of Directors may designate in writing
            ------------------                                                  
the Committee, or a person, who may but need not be a Committee member, or a
corporation which may but need not be the Company, to act as the Plan
Administrator hereunder.  The appointment of a Plan Administrator shall be
effective upon delivery of written acceptance of such appointment to the Company
and the Committee.  The Board of Directors may from time to time revoke such
designation by notice in writing mailed or delivered to the Plan Administrator,
and the Plan Administrator may resign by notice in writing mailed or delivered
to the Company.  Any designation, acceptance, resignation or removal of the Plan
Administrator shall be deemed a part of this Plan.  The Company shall be the
Plan Administrator unless a Plan Administrator has been appointed pursuant to
this Section 8.11. The Plan Administrator shall have those responsibilities
assigned to the "plan administrator" by ERISA, the Code, any other applicable
law, any regulations issued pursuant to any of the foregoing, and the provisions
of this Plan.

     8.12.  Compensation and Expenses of Plan Administrator.  Unless the Plan
            -----------------------------------------------                  
Administrator is a firm or corporation, the Plan Administrator shall serve
without compensation; provided, however, that the reasonable expenses incurred
by the Plan Administrator hereunder shall be paid from the Trust Fund except to
the extent that the Company, in its own discretion, pays all or part of such
expenses.  If the Plan Administrator is a firm or corporation, its compensation
shall be determined by written 
<PAGE>
 
agreement between it and the Company and shall be paid from the Trust Fund
unless the Company, in its own discretion, pays all or part of such
compensation. If the Company is the Plan Administrator, it shall serve without
compensation and shall bear its own expenses.

     8.13.  Allocation of Duties.  The Committee and the Plan Administrator may
            --------------------                                               
further allocate their fiduciary responsibilities with respect to this Plan
among themselves, and may designate one or more other persons, firms or
corporations to carry out such fiduciary responsibilities under this Plan.  Any
allocation or designation pursuant to this Section 8.13 shall be in writing and
shall constitute a part of this Plan.

     8.14.  Participation of Committee Members and Plan Administrator.  Nothing
            ---------------------------------------------------------          
contained in this Plan shall preclude a Committee member or Plan Administrator
from becoming a Participant or a Retirement Participant in this Plan, if he be
otherwise eligible, but he shall not be entitled to vote or to act upon or to
sign any document relating to his own participation in this Plan.

     8.15.  Books and Records.  The Committee shall maintain appropriate records
            -----------------                                                   
of all actions taken.  The Committee and the Plan Administrator shall submit,
make available or deliver on request to governmental agencies or
instrumentalities, the Company and other Employers, Participants, Former
Participants, Retirement Participants, Former Retirement Participants,
Beneficiaries and other persons entitled thereto, such reports, documents or
records as may be required by law, or as they may otherwise deem appropriate.
The Company may, at any time, inspect the records of the Committee and the Plan
Administrator.

     8.16.  Fiduciary Standard.  The Committee and the Plan Administrator shall
            ------------------                                                 
exercise their powers in accordance with rules applicable alike to all similar
cases, and they shall discharge all their powers and duties hereunder in
accordance with the terms of this Plan, solely in the interests of Participants,
Retirement Participants, Former Participants, Former Retirement Participants and
Beneficiaries, and for the exclusive purpose of providing benefits to such
persons, with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent man acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of like character and
with like aims.

     8.17.  Indemnification.  To the extent permitted by law, the Company shall
            ---------------                                                    
indemnify and save each Committee Member, each former Committee Member, the Plan
Administrator and each former Plan Administrator if, while serving as such, he
is or was an Employee (each such person being herein called an "Indemnitee"),
and their respective heirs and legal representatives, harmless from and against
any loss, cost or expense including reasonable attorney's fees (collectively,
"liability") which any such person may incur individually, jointly, or jointly
and severally, aris-
<PAGE>
 
ing out of or in connection with the administration of this Plan, including,
without limitation of the foregoing, any liability which may arise out of or in
connection with the management and control of the Trust Fund, unless such
liability is determined to be due to willful breach of the Indemnitee's
responsibilities under this Plan, under ERISA, or other applicable law.
<PAGE>
 
                                  ARTICLE IX
                                  ----------

                           INVESTMENT OF PLAN ASSETS
                           -------------------------


     9.1.  Contributions Held in Trust.  All contributions under this Plan shall
           ---------------------------                                          
be paid to the Trustee. The Trustee shall have the exclusive authority and
discretion to accept such sums of money and such other property as shall from
time to time be paid or delivered to it pursuant to this Plan and, except to the
extent provided in Sections 9.2 and 9.3, to hold, invest, re-invest and
distribute the Trust Fund in accordance with the provisions of this Plan and the
Trust.

     9.2.  Investment Funds.  The Trust Fund shall consist of separate 
           ----------------      
Investment Funds selected by the Committee. The Committee may, in its
discretion, establish additional funds and may terminate any fund from time to
time. The Investment Funds may include, but shall not be limited to, collective
or commingled trust funds maintained by the Trustee or another bank or trust
company acceptable to the Trustee or investment companies regulated under the
Investment Company Act of 1940. The Investment Funds may, in whole or in part,
be invested in any common, collective, or commingled trust fund maintained by
the Trustee or another bank or trust company acceptable to the Trustee, which is
invested principally in property of the kind specified for that particular
Investment Fund and which is maintained for the investment of the assets of
plans and trusts which are qualified under the provision of Section 401(a) of
the Code and exempt from Federal taxation under provisions of Section 501(a) of
the Code, and during such period of time as an investment through any such
medium exists the declaration of trust of such trust shall constitute a part of
the Trust.

     9.3.  Investment of Contributions.  Each Participant, Retirement 
           ---------------------------                               
Participant, Former Participant or Former Retirement Participant shall direct
that his contributions be paid into and invested, in whole percentages, in any
one or more of the Investment Funds, provided that the sum of such percentages
does not exceed 100%. In the event that a Participant or Retirement Participant
elected prior to July 1, 1987 to invest part of his contributions in an
Insurance Contract, the amount to be invested in accordance with the preceding
sentence shall first be reduced by the dollar amount of his contributions to the
Insurance Contract. Notwithstanding the foregoing, a Participant or Retirement
Participant may not elect to have more than 25% of any future contributions made
to the Plan on his behalf, which are not invested in Insurance Contracts,
invested in the Common Stock Fund. At the time the Participant or Retirement
Participant elects to make contributions to the Plan, he shall file an election
with the Committee specifying the investment vehicle or vehicles in which his
contributions will be invested.

     9.4.  Changes in Investment Elections.  A Participant, Retirement 
           -------------------------------                            
Participant, Former Participant or Former Retirement 
<PAGE>
 
Participant who has elected to have all or part of his Accounts invested in any
vehicle maintained in the Investment Fund, other than an Insurance Contract, can
change his election on a daily basis and elect to have his Accounts or any
future contributions made to the Plan on his behalf which are not invested in an
Insurance Contract, invested in any of the available Investment Funds, with such
investment changes to be completed as soon as administratively practicable
following the request. Notwithstanding the foregoing, a Participant or
Retirement Participant may not elect to have amounts transferred from any
Investment Fund to the AMETEK Common Stock Fund in an amount which would cause
the value of his Accounts allocated to the AMETEK Common Stock Fund to exceed
25% of the value of his Accounts allocated to all of the Investment Funds
(except for those amounts that are invested in an Insurance Contract.) A
Participant or Retirement Participant may elect to change the portion of each
Account invested in an Insurance Contract and have such amounts invested in
either of the investment vehicles maintained in the Investment Fund, within the
limits specified in this Section 9.4, only at the times and to the extent
permitted in the Insurance Contract. If a Participant does not elect to have all
or part of his Accounts invested in an Insurance Contract at the time he becomes
a Participant in the Plan, he may subsequently elect to have all or part of his
Accounts invested in an Insurance Contract, but only if the insured party
satisfies the insurance carrier's requirements for coverage. Whenever amounts
have to be transferred because of a change in the Participant's election, the
Trustee or the Investment Manager, as the case may be, shall make such transfer
as soon as is practicable. Notwithstanding any other provision of the Plan, a
Participant may not make an initial election on or after July 1, 1987 to have
any part of his Accounts invested in an Insurance Contract. If any Employee
makes a Rollover Contribution to the Plan of the distribution of his benefit
under the AMETEK, Inc. Employee Stock Ownership Plan in connection with the
termination and liquidation thereof, then, notwithstanding any other provision
of this Section 9.4, the 25% limitations applicable to contributions and
allocations of amounts to be invested in the Common Stock Fund shall be waived
to such extent as may be necessary to enable the entire amount of any such
Rollover Contribution to be invested in, and remain allocable to, the Common
Stock Fund.

     9.5.  Insurance Contract.  At the time he elects to participate in the
           ------------------                                              
Plan, the Participant may elect to have all or part of each of his Accounts
invested in one or more Insurance Contracts, including, but not limited to,
universal life insurance policies issued by a licensed insurance carrier. The
premiums for such Insurance Contracts shall be paid from the amounts then
allocated to the Participant's Accounts, as designated by the Participant, from
future contributions made on behalf of the Participant and from any amounts paid
with respect to the Insurance Contract. In the event that such amounts are
insufficient to pay any premiums due on the Insurance Contract, the Committee
shall notify the Participant and the Insurance Contract shall be surrendered to
the insurance company and the 
<PAGE>
 
proceeds shall be invested in either the Fixed Income Fund, the Equity Fund or
the Common Stock Fund as the Participant so elects within the limitations
specified in this Section 9.5, after being notified by the Committee that the
Insurance Contract has been surrendered. Alternatively, the Participant may
elect to have the Trustee pay the premiums on such Insurance Contract from the
portion of the Participant's Accounts invested in the Fixed Income Fund or the
Equity Fund or the Common Stock Fund. Notwithstanding the preceding, in the case
of each Participant, (i) the aggregate premiums paid for term life insurance
under any Insurance Contract may not exceed twenty-five percent (25%), nor may
the aggregate premiums paid for whole life insurance under any Insurance
Contract exceed fifty percent (50%) of the aggregate contributions allocated to
the Participant's Deferral Election Account and his Matching Contribution
Account plus the amounts allocated to his Rollover Contribution Account, if any,
at any particular time; and (ii) the Trustee, either on or before the
Participant's termination of employment with the Employer, shall either convert
the entire value of an Insurance Contract into cash or an annuity or distribute
the Insurance Contract to the Participant, provided such contract is
nontransferable.

     9.6.  Common Stock Fund.  The Trustee shall invest and reinvest the assets
           -----------------                                                   
of the Common Stock Fund in the common stock of the Company, par value $1.00
(the "Common Stock"). Any dividends paid with respect to the Common Stock shall
be reinvested in additional shares. Shares of Common Stock may be acquired from
the Company, from other shareholders or on the open market; provided, however,
that in no event shall the Trustee pay more than fair market value for the
Common Stock. Notwithstanding any provision of the Plan or the Trust to the
contrary, on all corporate matters requiring shareholder approval, each
Participant, Former Participant, Retirement Participant or Former Retirement
Participant who has elected to invest part of his Accounts in the Common Stock
Fund shall have the right to direct the Trustee how to vote any Common Stock
allocated to his Accounts. Prior to the holding of any special or annual meeting
of the Company's shareholders, the Committee shall distribute to each
Participant, Former Participant, Retirement Participant or Former Retirement
Participant all proxy materials and a proxy form of ballot on which the
Participant, Former Participant, Retirement Participant or Former Retirement
Participant can direct the Trustee as to the voting of shares of Common Stock
allocated to his Accounts. Any and all fractional shares of Common Stock
allocated to the Participant's, Former Participant's, Retirement Participant's
or Former Retirement Participant's Accounts shall be combined with other
fractional shares of other Participants, Former Participants, Retirement
Participants or Former Retirement Participants and shall be voted, to the extent
possible, to reflect the direction of Participants, Former Participants,
Retirement Participants or Former Retirement Participants holding such
fractional shares. Shares of Common Stock for which no instructions are received
shall be voted, for or against, by the Trustee in the same proportion as the
shares for which the Trustee has received 
<PAGE>
 
instructions from the Participant, Former Participant, Retirement Participant or
Former Retirement Participant.

     9.7.  Appointment of Investment Manager.  The Board of Directors may, from
           ---------------------------------                                   
time to time, appoint one or more Investment Managers to manage, invest and
reinvest the Trust Fund, or such part or parts of the Trust Fund as is specified
in such appointment. Any appointment made pursuant to this Section 9.4 may be
revoked or modified by the Board of Directors at any time and a new appointment
made hereunder.
<PAGE>
 
                                   ARTICLE X
                                   ---------

                 AMENDMENT, TERMINATION OR TRANSFER OF ASSETS
                 --------------------------------------------


     10.1.  Amendment or Termination.  The Board of Directors, at a regular
            ------------------------                                       
meeting or by unanimous written consent, may amend, terminate or suspend this
Plan at any time or from time to time by an instrument in writing duly executed
in the name of the Company and delivered to the Committee; provided, however,
that

           (a)  No amendment shall provide for the use of the assets of this
Plan or any part thereof other than for the exclusive benefit of Participants,
Retirement Participants, Former Participants, Former Retirement Participants and
Beneficiaries;

           (b)  No amendment shall deprive any Participant, Former Participant,
Retirement Participant, Former Retirement Participant or Beneficiary of any of
the benefits which are vested in him or to which he is entitled under this Plan
by reason of the prior Years of Service, death, Disability or termination of
employment of such Participant, Retirement Participant, Former Participant or
Former Retirement Participant; and

           (c)  Without limiting the generality of the foregoing and
notwithstanding anything to the contrary in this Plan contained, this Plan may
be amended at any time and from time to time in any respect so as to qualify
this Plan as exempt pursuant to Sections 401 and 501(a) of the Code and like
provisions of subsequent Revenue Acts, and to comply with the provisions of
ERISA, regardless of whether any such amendment may change, alter or amend the
relative benefits under this Plan of any Participant, Retirement Participant,
Former Participant, Former Retirement Participant or Beneficiary.

     10.2.  Termination of Plan.  This Plan shall cease and come to an end,
            -------------------                                            
although the Trust Fund shall continue to be held by the Trustee for
distribution in accordance with Section 10.3, if and when

           (a)  It is declared terminated in a writing executed in the name of
the Company and delivered to the Trustees; or

           (b)  The Company is dissolved or liquidated or disposes of
substantially all of its assets without provision for continuation of this Plan
by any successor person, firm or corporation.

     10.3.  Distribution of Assets.  Upon termination of this Plan, or complete
            ----------------------                                             
discontinuance of contributions to this Plan, the proportionate interest of each
Participant or Retirement Participant in the Trust Fund shall become
nonforfeitable. Upon 
<PAGE>
 
partial termination of this Plan the nonforfeitable rights shall be applicable
only to the portion of this Plan that is terminated and only to those
Participants or Retirement Participants affected by the partial termination.
Except as otherwise provided by ERISA, there shall first be set aside amounts
due to Former Participants or Former Retirement Participants which were not
previously paid pursuant to the provisions of Article VI, and the amount to
which any such Former Participants or Former Retirement Participants is entitled
as hereinabove provided shall be paid to him or his duly designated Beneficiary,
as the case may be. The proportionate interest of each Participant or Retirement
Participant in the remaining assets of the Trust Fund shall then be determined
in accordance with Sections 5.2 and 5.3 except that the value of such
proportionate interest shall be determined as of the date of termination of this
Plan. There shall be paid to each Participant, Retirement Participant or his
duly designated Beneficiary, as the case may be, the benefit thus determined
pursuant to this Section 10.3, plus his proportionate share of any earnings
thereon, or less his proportionate share of any losses thereon, if applicable.
Provision for the payment of benefits pursuant to this Section 10.3 may be made
at the direction of the Company, by continuing the Trust Fund in existence and
making provision therefrom for benefit distributions in accordance with the
terms of this Plan, by immediate and full distribution from the Trust Fund of
Participants' or Retirement Participants' Accounts, or by any combination
thereof.

     10.4.  Affiliates.
            ---------- 

           (a)  Adoption by Affiliates.  Any affiliate may, subject to the
                ----------------------                                    
approval of the Company, adopt and become a party to this Plan by resolution of
its Board of Directors, certified copies of which shall be delivered to the
Company, the Committee, the Trustee and the Plan Administrator.  The effective
date of any such adoption shall be the first day of a calendar month as is fixed
in the resolution of adoption.

           (b)  Withdrawal by Affiliate.  Any one or more of the Employers shall
                -----------------------                                         
be entitled to withdraw from this Plan without the consent or approval of any
one or more of the remaining Employers. Any Employer shall be deemed to have
withdrawn from this Plan in the event it loses its corporate or other legal
existence by dissolution or merger. In the event of such withdrawal from this
Plan of an Employer while this Plan continues for any one or more of the other
Employers, if the obligations hereunder of the withdrawing Employer are not
assumed by any one or more of the remaining Employers, it shall be deemed that
this Plan has been terminated with respect to such withdrawing Employer and in
such event the Committee or the Trustee, as the case may be, shall perform the
acts set forth in Section 10.3 with respect to the part of the Trust Fund
representing the Accounts of the Participants, Retirement Participants, Former
Participants or Former Retirement Participants employed by the withdrawing
Employer; provided, however, that if any Participant 
<PAGE>
 
of a withdrawing Employer is immediately employed by any other Employer then he
shall continue as a Participant or Retirement Participant under this Plan.

     10.5.  Amendment to Vesting Schedule.  If any amendment changes the method
            -----------------------------                                      
for determining the nonforfeitable percentage of the value of a Participant's or
Retirement Participant Accounts, the Committee shall give written notice
thereof, within sixty (60) days of the later of the date on which such amendment
was adopted or became effective, to each Participant or Retirement Participant
who has completed three or more Years of Service prior to the sixtieth day
following the later of (i) the date he receives notice of such amendment, (ii)
the date the amendment is adopted, or (iii) the date the amendment becomes
effective. Such Participant or Retirement Participant may elect to have his
nonforfeitable percentage determined without regard to the amendment by filing a
written request with the Committee within sixty (60) days of the later of the
dates specified in clauses (i), (ii) and (iii) of this Section 10.5. Such
election shall be irrevocable.

     10.6.  Merger of Plan.  This Plan shall not be merged or consolidated with,
            --------------                                                      
nor shall any assets or liabilities be transferred to, any other plan, unless
the benefits payable to each Participant, Retirement Participant, Former
Participant, Former Retirement Participant and Beneficiary, if the transferee
plan were terminated immediately after such action, would be equal to or greater
than the benefits to which he would have been entitled if this Plan had been
terminated immediately before such action.
<PAGE>
 
                                  ARTICLE XI
                                  ----------

                                TOP HEAVY PLANS
                                ---------------


     11.1.  Definitions.  For purposes of this Article XI, the following
            -----------                                                 
definitions shall apply unless the context clearly indicates otherwise:

           (a)  "Aggregation Group" shall mean a group of plans consisting of 
                 -----------------                             
all plans of the Company or any Affiliate in which one or more Key Employees are
participants, whether or not such plans are terminated and whether or not such
plans are sponsored by a corporation, and all other plans maintained by the
Company or any Affiliate that enable any plan in which a Key Employee is a
participant to comply with the coverage and nondiscrimination requirements of
Sections 401(a)(4) and 410 of the Code; and all plans of the Company or an
Affiliate which the Company designates as part of the Aggregation Group,
provided the resulting Aggregation Group meets the coverage and
nondiscrimination requirements of Sections 401(a)(4) and 410 of the Code.

           (b)  "Determination Date" shall mean the last day of the preceding 
                 ------------------ 
Plan Year, and in the case of the first Plan Year, the last day of such Plan
Year.

           (c)  "Five Percent Owner" shall mean:
                 ------------------             

               (i)   any person who owns, or is considered as owning, within the
           meaning of Section 318 of the Code, as modified by Section 416
           thereof, more than 5% of the outstanding stock of the Company or any
           Affiliate or more than 5% of the total combined voting power of all
           of the stock of the Company or any Affiliate; or

               (ii)  if the Affiliate is not a corporation, any person who owns,
           or is considered as owning, within the meaning of Section 416 of the
           Code, more than 5% of the capital or profits of the Affiliate.

For purposes of this Subsection (c), the Company and each Affiliate shall not be
treated as a single employer, and a person's ownership interest in the Company
or any such Affiliate shall not be aggregated.

           (d)  "Key Employee" shall mean any individual who is, or was at any 
                 ------------                                                 
time during the Plan Year ending with the Determination Date or any of the four
preceding Plan Years:

               (i)   an Officer, but only if the individual's Total
           Compensation exceeds 1.5 times the dollar limit set forth in Section
           415(c)(1)(A) of the Code, as adjusted for increases in the cost-of-
           living;
<PAGE>
 
               (ii)  a Top Ten Owner, but only if the individual's Total
           Compensation exceeds the dollar limit set forth in Section
           415(c)(1)(A) of the Code, as adjusted for increases in the cost-of-
           living;

               (iii) a Five Percent Owner;

               (iv)  a One Percent Owner whose Total Compensation exceeds
           $150,000; or

               (v)   the Beneficiary of any individual described in clauses (i)
           through (iv) of this Subsection (d).

           (e)  "Non-Key Employee" shall mean each individual who is an employee
                 ----------------                                               
of the Company or an Affiliate but who is not a Key Employee.

           (f)  "Officer" shall mean an individual who is an executive in the
                 -------                                                     
regular and continued service of the Company or an Affiliate; provided, however,
that the number of employees who are considered Officers for purposes of this
Section 11.1 shall not exceed:

               (i)   three, if the number of employees of the Company and
           Affiliates does not exceed 30;

               (ii)  10% of the number of employees of the Company and
           Affiliates, if the number of employees is more than 30 but less than
           500; and

               (iii) 50, if the number of employees of the Company and
           Affiliates is 500 or more.

If the number of Officers exceeds the limits set forth in this Subsection (f),
then the Officers having the highest annual Total Compensation among all
Officers, during the Plan Year ending with the Determination Date and the four
preceding Plan Years, shall be considered Key Employees.

           (g)  "One Percent Owner" shall have the same meaning as Five Percent
                 -----------------                                             
Owner, except that "1%" shall be substituted for "5%", wherever the latter term
appears in Subsection (c).

           (h)  "Super Top-Heavy Plan" shall have the same meaning as "Top-Heavy
                 --------------------                                           
Plan," except that "90%" shall be substituted for "60%" wherever the latter term
appears in Subsection (i).

           (i)  "Top-Heavy Plan."  This Plan shall be considered a Top-Heavy 
                 --------------  
Plan for any Plan Year, if, as of the Determination Date,

               (i)   the Plan is not part of an Aggregation Group and the
           present value of the accrued benefits of Key Employees participating
           in the Plan exceeds 60% of the 
<PAGE>
 
           present value of the cumulative accrued benefits of all Participants
           or Retirement Participants in the Plan, or

               (ii)  the Plan is part of an Aggregation Group and the present
           value of the account balances and accrued benefits of Key Employees
           participating in the Aggregation Group exceeds 60% of the present
           value of the cumulative account balances and accrued benefits of all
           participating employees in the Aggregation Group,

as computed in each case in accordance with Section 416 of the Code. For
purposes of this Subsection (i), a Participant's or Retirement Participant 's
accrued benefit or account balance shall not include any tax free rollover (as
described in Section 402(a)(5)(A) or Section 408(d)(3) of the Code) or plan-to-
plan transfer which (1) is made from the Plan (or, if applicable, plans which
are part of the Aggregation Group) if the plan to which the tax free rollover or
plan-to-plan transfer is made is an employee benefit plan which is maintained by
the Company or an Affiliate and the tax free rollover or plan-to-plan transfer
is not initiated by the Participant or Retirement Participant or (2) is made to
any plan which is part of the Aggregation Group if the plan from which the tax
free rollover or plan-to-plan transfer is made is an employee benefit plan which
is not maintained by the Company or an Affiliate and the tax free rollover or
plan-to-plan transfer is initiated by the Participant or the Retirement
Participant. The present value of the cumulative account balances or accrued
benefit of any Participant, Retirement Participant, Former Participant or Former
Retirement Participant shall also include any distributions from the Plan (or,
if applicable, from any plan in the Aggregation Group) made to the Participant,
Retirement Participant, Former Participant or Former Retirement Participant or
his Beneficiary during the Plan Year ending with the Determination Date and any
of the four preceding Plan Years. Solely for purposes of determining if the
Plan, or any other plan included in a required Aggregation Group of which this
Plan is a part, is Top-Heavy, the accrued benefit of a Non-Key Employee shall be
determined under the method, if any, that uniformly applies for accrual purposes
under all plans maintained by Affiliates, or if there is no such method, as if
such benefit accrued not more rapidly than the shortest accrual rate permitted
under the fractional accrual rule of Section 411(b)(1)(C) of the Code.

           (j)  "Top Ten Owner" shall mean one of the ten employees owning, or
                 -------------                                                
considered as owning, within the meaning of Section 318 of the Code, the
greatest interest in the Company or an Affiliate, but only if such employee owns
at least a 0.5% interest in the Company or the Affiliate. For purposes of this
Subsection (j), if two employees have the same ownership interest in the Company
or the Affiliate, the employee with the greater Total Compensation shall be
considered as owning the larger interest in the Company or the Affiliate.
<PAGE>
 
           (k)  "Total Compensation" shall mean the Employee's 'compensation' as
                 ------------------  
defined in Subsection 5.5(f).

     11.2.  Minimum Contributions.  For each Plan Year during which the Plan is
            ---------------------                                              
a Top-Heavy Plan, the amount of Employer Contributions allocated to the Matching
Contribution Account of each Non-Key Employee who has satisfied the eligibility
requirements of Article II hereof, and who is still in the service of the
Employer as of the last day of the Plan Year, shall be an amount at least equal
to the lesser of:

           (a)  3% of the Non-Key Employee's Total Compensation for the Plan
Year; or

           (b)  a percentage which is equal to the highest percentage of Total
Compensation contributed by the Employer on behalf of any Key Employee.

The amount the employer is required to contribute on behalf of each Non-Key
Employee pursuant to this Section 11.2 shall be reduced by the amount of any
Employer Contribution made on behalf of such Non-Key Employee with respect to
such Plan Year pursuant to the provisions of this Plan or any contribution
(other than an elective deferral) to other defined contribution plan maintained
by the Employer.

     11.3.  Coordination with Defined Benefit Plan.  In the event that a Non-Key
            --------------------------------------                              
Employee who is entitled to receive a contribution under Section 11.2 is also
entitled to receive a minimum benefit pursuant to Section 416 of the Code under
a defined benefit pension plan maintained by the Employer, and the Non-Key
Employee does not accrue a benefit under such defined benefit pension plan
which, together with the Non-Key Employee's minimum contribution provided under
Section 11.2 hereof, satisfies the requirements of Section 416 of the Code, the
amount of Matching Contributions allocated to the Matching Contribution Account
of such Non-Key Employee shall equal the lesser of:

           (a)  5% of the Non-Key Employee's Total Compensation for the Plan
Year; or

           (b)  the percentage necessary in order that the Non-Key Employee
receive the minimum combined benefits under this Plan and such benefit pension
plan to which he is entitled under Section 416 of the Code.

Notwithstanding the foregoing, the amount allocated to the Employer Contribution
Account of each Non-Key Employee shall be reduced by the amount of any Employer
Contribution made on behalf of such Non-Key Employee with respect to such Plan
Year pursuant to 11.2 or any other provision of this Plan or any other defined
contribution plan maintained by the Employer.

     11.4.  Maximum Benefits.  If, in any Limitation Year in which the Plan is a
            ----------------                                                    
Top-Heavy Plan, a Participant or Retirement 
<PAGE>
 
Participant also participates in one or more defined benefit plans maintained by
the Employer or an Affiliate (as defined in Section 5.5(h)), then for purposes
of Sections 5.5(c) and (d) respectively, the phrase "1.0" shall be substituted
for the phrase "1.25" wherever the latter phrase appears. Notwithstanding the
preceding, the provisions of this Section 11.4 shall not apply if the Plan is
not a Super Top-Heavy Plan and the Employer contributes, on behalf of each Non-
Key Employee who is entitled to receive a benefit under Section 11.2, an amount
at least equal to 1% of the Participant's or Retirement Participant's Total
Compensation for the Plan Year. The amount contributed on behalf of each Non-Key
Employee under this Section 11.4 shall be in addition to any contribution made
on his behalf pursuant to Sections 11.2 or 11.3 hereof, whichever is applicable,
but shall be reduced by the amount by which:

           (a)  any Employer Contributions made on behalf of such Non-Key
Employee with respect to such Plan Year under the provisions of this Plan or any
other defined contribution plan maintained by the Employer, exceed

           (b)  the contributions made on his behalf under Sections 11.2 and
11.3 hereof.
<PAGE>
 
                                  ARTICLE XII
                                  -----------

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


     12.1.  No Rights Implied.  Nothing herein contained shall be deemed to give
            -----------------                                                   
any Participant, Retirement Participant, Former Participant, Former Retirement
Participant or Beneficiary an interest in any specific property of this Plan or
of the Trust Fund or any interest other than his right to receive payment in
accordance with the provisions of this Plan.

     12.2.  Assignment and Alienation.  The interest in this Plan of a
            -------------------------                                 
Participant, Retirement Participant, Former Participant, Former Retirement
Participant or Beneficiary shall not be subject to assignment or transfer or
otherwise be alienable either by voluntary or involuntary act of such person, or
by operation of law, nor shall it be subject to attachment, execution,
garnishment, sequestration or other seizure under any legal, equitable or other
process other than pursuant to the terms of a Qualified Domestic Relations Order
(pursuant to Section 6.7) or in satisfaction of a federal tax levy. If any
Participant, Retirement Participant, Former Participant, Former Retirement
Participant or Beneficiary shall attempt to or shall alienate, sell, transfer,
pledge or otherwise encumber any amount to which he is or might become entitled,
or if by reason of the bankruptcy or insolvency of any such person or the
issuance of any garnishment, writ of execution or other court process, or other
event happening at any time, any amount otherwise payable hereunder to such
person should devolve upon anyone else or would not be enjoyed by him, the
Committee, in its absolute discretion, may terminate such interest and may hold
or apply it to or for the benefit of such Participant, Retirement Participant,
Former Participant, Former Retirement Participant or Beneficiary, or as the case
may be, the spouse, children or other dependents of such person, in such manner
as the Committee may deem proper.

     12.3.  No Diversion of Trust Assets.  Anything contained in this Plan to
            ----------------------------                                     
the contrary notwithstanding, it shall be impossible at any time for any part of
the corpus or income of the Trust Fund or of any segregated share of the assets
of this Plan to be used for or diverted to purposes other than for the exclusive
benefit of Participants, Retirement Participants, Former Participants, Former
Retirement Participants or Beneficiaries, and no part thereof shall ever revert
to the Company or any of the Employers.

     12.4.  Exclusive Benefit.  This Plan is created for the exclusive benefit
            -----------------                                                 
of Participants, Retirement Participants, Former Participants, Former Retirement
Participants and Beneficiaries and shall be interpreted in a manner consistent
with its being an employees' trust as defined in Section 401 of the Code.
<PAGE>
 
     12.5.  No Employment Contract.  This Plan shall not be construed as 
            ----------------------                                      
creating any contract of employment between the Employer and any Employee; and
the Employer shall have the same control over its employees as though this Plan
had never been executed.

     12.6.  Fiduciaries.  Any person or group of persons may serve in more than
            -----------                                                        
one fiduciary capacity with respect to this Plan.

     12.7.  Incapacity.  In the event that the Committee finds that any
            ----------                                                 
Participant, Retirement Participant, Former Participant, Former Retirement
Participant or Beneficiary is unable to care for his affairs due to illness or
accident, any payments due to such Participant, Retirement Participant, Former
Participant, Former Retirement Participant or Beneficiary under this Plan may be
made to his duly appointed legal representative. The Committee may, in its
discretion, make such payments to a child, parent or spouse of such Participant,
Retirement Participant, Former Participant, Former Retirement Participant or
Beneficiary, or to any other person with whom he resides or who is charged with
his care. Any payment or payments so made shall be in complete discharge of the
liability under this Plan therefor.

     12.8.  Governing Law.  This Plan shall be construed according to the laws 
            -------------                                                     
of the Commonwealth of Pennsylvania, where it is made and where it shall be
enforced, except to the extent such laws have been superseded by ERISA.


          IN WITNESS WHEREOF, AMETEK has caused these presents to be executed in
its corporate name by a duly authorized officer and its corporate seal to be
affixed on this third day of January, 1997.

                                                  AMETEK, INC.

                                                  BY: /s/ Robert W. Yannarell
                                                      -----------------------
                                                          Robert W. Yannarell
ATTEST:

/s/ Donna F. Winquist
---------------------
Donna F. Winquist

[SEAL]
<PAGE>
 
                                  APPENDIX I

                    SPECIAL PROVISIONS RELATING TO CERTAIN
                         FOR EMPLOYEES OF DIXSON, INC.


          1.   The provisions of this Appendix IX shall apply to each employee
     of AMETEK, Inc. ("AMETEK"), who (i) was an employee of Primera Trading
     Company Inc. (formerly known as Dixson, Inc. (the "Predecessor Employer"))
     immediately prior to the acquisition by the Company of certain assets of
     the Predecessor Employer and (ii) transfer employment to AMETEK in
     connection with the purchase of certain assets of Dixson. Such persons
     shall hereinafter be referred to as "Covered Employees" for purposes of
     this Appendix IX.

          2.   Each Covered Employee who has attained age 21 shall be eligible
     to participate in the Plan, effective April 1, 1995, in accordance with,
     and subject to, all of the terms, conditions and provisions of the Plan.

          3.   Any Covered Employee not referred to in Section 2 of this
     Appendix IX shall be eligible to participate in the Plan on the January 1st
     coincident with or next following the date such Covered Employee first
     satisfies the eligibility requirements set forth in Article III of the
     Plan.

          4.   For purposes of determining any Covered Employee's nonforfeitable
     right to his Employer Matching Contribution Account and his Retirement
     Account pursuant to Section 6.1 of the Plan, the Years of Service of such
     Covered Employee shall be deemed to have commenced on the first day of the
     most recent period of continuous service with Predecessor Employer.

          5.   Defined terms used in this Appendix IX shall have the same
     meaning as the identical defined terms as used in The AMETEK, Inc. Savings
     and Investment Plan.
<PAGE>
 
                                  APPENDIX II

                    SPECIAL PROVISIONS RELATING TO CERTAIN
                      EMPLOYEES OF THE MICROFOAM DIVISION
                      -----------------------------------

     1.   Notwithstanding any other provision of the Plan to the contrary, each
Participant who was an Employee in the Company's Microfoam Division and who
transferred his employment on the closing date of the sale of the Microfoam
Division to Astro-Valcour, Inc. ("Microfoam Participant"), pursuant to the Asset
Purchase Agreement dated March 21, 1995, shall be entitled to one hundred
percent (100%) of his Employer Matching Contribution Account regardless of the
number of Years of Service he completed prior to the closing date of the sale.

     2.   Notwithstanding any other provision of the Plan to the contrary,
effective as of June 1, 1995 the Insurance Contract applicable to each Microfoam
Participant, or beneficiary thereof, is closed and the assets therein liquidated
pursuant to the instruction of each such Microfoam Participant.

     3.   Defined terms used in this Appendix X shall have the same meaning as
the identical defined terms as used in The AMETEK, Inc. Savings and Investment
Plan.