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                                                                     Exhibit 4.1






                         PREFORMED LINE PRODUCTS COMPANY
                     SALARIED EMPLOYEES' PROFIT-SHARING PLAN



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                                TABLE OF CONTENTS

                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II
                                 ADMINISTRATION

2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER........................12

2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY............................13

2.3      POWERS AND DUTIES OF THE ADMINISTRATOR.............................13

2.4      RECORDS AND REPORTS................................................14

2.5      APPOINTMENT OF ADVISERS............................................14

2.6      PAYMENT OF EXPENSES................................................14

2.7      CLAIMS PROCEDURE...................................................14

2.8      CLAIMS REVIEW PROCEDURE............................................15

                                   ARTICLE III
                                   ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY..........................................15

3.2      EFFECTIVE DATE OF PARTICIPATION....................................15

3.3      DETERMINATION OF ELIGIBILITY.......................................16

3.4      TERMINATION OF ELIGIBILITY.........................................16

3.5      OMISSION OF ELIGIBLE EMPLOYEE......................................16

3.6      INCLUSION OF INELIGIBLE EMPLOYEE...................................16

3.7      ELECTION NOT TO PARTICIPATE........................................16

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION......................17

4.2      TIME OF PAYMENT OF EMPLOYER CONTRIBUTION...........................17

4.3      ALLOCATION OF CONTRIBUTION AND EARNINGS............................17


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4.4      MAXIMUM ANNUAL ADDITIONS...........................................19

4.5      ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS..........................23

4.6      TRANSFERS FROM QUALIFIED PLANS.....................................24

4.7      DIRECTED INVESTMENT ACCOUNT........................................25

                                    ARTICLE V
                                   VALUATIONS

5.1      VALUATION OF THE TRUST FUND........................................27

5.2      METHOD OF VALUATION................................................27

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT..........................28

6.2      DETERMINATION OF BENEFITS UPON DEATH...............................28

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY...................29

6.4      DETERMINATION OF BENEFITS UPON TERMINATION.........................29

6.5      DISTRIBUTION OF BENEFITS...........................................31

6.6      DISTRIBUTION OF BENEFITS UPON DEATH................................33

6.7      TIME OF SEGREGATION OR DISTRIBUTION................................34

6.8      DISTRIBUTION FOR MINOR BENEFICIARY.................................34

6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.....................34

6.10     PRE-RETIREMENT DISTRIBUTION........................................35

6.11     ADVANCE DISTRIBUTION FOR HARDSHIP..................................35

6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION....................35

6.13     DIRECT ROLLOVER....................................................36

                                   ARTICLE VII
                    AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1      AMENDMENT..........................................................37

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7.2      TERMINATION........................................................37

7.3      MERGER OR CONSOLIDATION............................................38

7.4      LOANS TO PARTICIPANTS..............................................38

                                  ARTICLE VIII
                                    TOP HEAVY

8.1      TOP HEAVY PLAN REQUIREMENTS........................................39

8.2      DETERMINATION OF TOP HEAVY STATUS..................................40

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1      PARTICIPANT'S RIGHTS...............................................43

9.2      ALIENATION.........................................................43

9.3      CONSTRUCTION OF PLAN...............................................44

9.4      GENDER AND NUMBER..................................................44

9.5      LEGAL ACTION.......................................................44

9.6      PROHIBITION AGAINST DIVERSION OF FUNDS.............................44

9.7      BONDING............................................................45

9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE.........................45

9.9      INSURER'S PROTECTIVE CLAUSE........................................45

9.10     RECEIPT AND RELEASE FOR PAYMENTS...................................45

9.11     ACTION BY THE EMPLOYER.............................................46

9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY.................46

9.13     HEADINGS...........................................................46

9.14     APPROVAL BY INTERNAL REVENUE SERVICE...............................47

9.15     UNIFORMITY.........................................................47

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                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

10.1     ADOPTION BY OTHER EMPLOYERS........................................47

10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS............................47

10.3     DESIGNATION OF AGENT...............................................48

10.4     EMPLOYEE TRANSFERS.................................................48

10.5     PARTICIPATING EMPLOYER CONTRIBUTION................................49

10.6     AMENDMENT..........................................................49

10.7     DISCONTINUANCE OF PARTICIPATION....................................49

10.8     ADMINISTRATOR'S AUTHORITY..........................................49

10.9     PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE..................49



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<PAGE>



                         PREFORMED LINE PRODUCTS COMPANY
                     SALARIED EMPLOYEES' PROFIT-SHARING PLAN

                  THIS PLAN, hereby adopted this 19th day of October, 1999, by
Preformed Line Products Company (herein referred to as the "Employer").

                                   WITNESSETH:

                  WHEREAS, the Employer heretofore established a Profit Sharing
Plan effective January 1, 1998, (hereinafter called the "Effective Date") known
as Preformed Line Products Company Salaried Employees' Profit-Sharing Plan
(herein referred to as the "Plan") in recognition of the contribution made to
its successful operation by its employees and for the exclusive benefit of its
eligible employees; and

                  WHEREAS, under the terms of the Plan, the Employer has the
ability to amend the Plan, provided the Trustee joins in such amendment if the
provisions of the Plan affecting the Trustee are amended;

                  NOW, THEREFORE, effective November 1, 1999, except that, any
amendment to comply with a provision of the Uniform Services Employment and
Reemployment Rights Act of 1994, the Retirement Protection Act of 1994, the
Small Business Job Protection Act of 1996 (including the elimination of the
family member aggregation rules) and the Taxpayer Relief Act of 1997 shall be
effective as of the respective dates in such laws for each applicable provision,
which may be earlier than the effective date of this amendment and restatement,
the Employer in accordance with the provisions of the Plan pertaining to
amendments thereof, hereby amends the Plan in its entirety and restates the Plan
to provide as follows:

                                   ARTICLE I
                                   DEFINITIONS

         1.1 "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

         1.2 "Administrator" means the Employer unless another person or entity
has been designated by the Employer pursuant to Section 2.2 to administer the
Plan on behalf of the Employer.

         1.3 "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

         1.4 "Aggregate Account" means, with respect to each Participant, the
value of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 8.2.

<PAGE>


         1.5 "Anniversary Date" means December 31.

         1.6 "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

         1.7 "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

         1.8 "Company Stock" means shares of any class of stock, common or
preferred, voting or nonvoting issued by the Employer or by any parent or
subsidiary corporation of the Employer.

         1.9 "Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation
must be determined without regard to any rules under Code Section 3401(a) that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in Code Section 3401(a)(2)).

                  For purposes of this Section, the determination of
Compensation shall be made by:

                  (a) excluding severance pay, reimbursement for expenses, any
         amount paid by the Employer for services performed in a capacity other
         than as an Eligible Employee, any amounts which are received as
         benefits under this Plan or under which the deductibility of Employer
         contributions is governed by the provisions of Code Section 404, and
         any amounts or benefits which, when received, are not includible within
         gross income for federal income tax purposes of the person on whose
         behalf they have been paid.

                  (b) including amounts which are contributed by the Employer
         pursuant to a salary reduction agreement and which are not includible
         in the gross income of the Participant under Code Sections 125,
         402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions
         described in Code Section 414(h)(2) that are treated as Employer
         contributions.

         For a Participant's initial year of participation, Compensation shall
be recognized as of the first day of the month after which such Employee
satisfies the eligibility condition of Section 3.1.

         For Plan Years beginning after December 31, 1996, for purposes of
determining Compensation, the family member aggregation rules of Code Section
414(q)(6) (as in effect prior to the Small Business Job Protection Act of 1996)
are eliminated.

         Compensation in excess of $150,000 shall be disregarded. Such amount
shall be adjusted for increases in the cost of living in accordance with Code
Section 401(a)(17), except

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that the dollar increase in effect on January 1 of any calendar year shall be
effective for the Plan Year beginning with or within such calendar year. For any
short Plan Year the Compensation limit shall be an amount equal to the
Compensation limit for the calendar year in which the Plan Year begins
multiplied by the ratio obtained by dividing the number of full months in the
short Plan Year by twelve (12).

                  For purposes of this Section, if the Plan is a plan described
in Code Section 413(c) or 414(f) (a plan maintained by more than one Employer),
the limitation applies separately with respect to the Compensation of any
Participant from each Employer maintaining the Plan.

                  If, in connection with the adoption of this amendment and
restatement, the definition of Compensation has been modified, then, for Plan
Years prior to the Plan Year which includes the adoption date of this amendment
and restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

         1.10 "Contract" or "Policy" means any life insurance policy, retirement
income or annuity policy or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

         1.11 "Early Retirement Date." This Plan does not provide for a
retirement date prior to Normal Retirement Date.

         1.12 "Eligible Employee" means any Employee who is compensated on a
salary only basis, subject to the following:

                  Employees who are nonresident aliens (within the meaning of
Code Section 7701(b)(1)(B)) and who receive no earned income (within the meaning
of Code Section 911(d)(2)) from the Employer which constitutes income from
sources within the United States (within the meaning of Code Section 861(a)(3))
shall not be eligible to participate in this Plan.

                  Employees of Affiliated Employers shall not be eligible to
participate in this Plan unless such Affiliated Employers have specifically
adopted this Plan in writing.

         1.13 "Employee" means any person who is employed by the Employer or
Affiliated Employer. Employee shall include Leased Employees within the meaning
of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are
covered by a plan described in Code Section 414(n)(5) and such Leased Employees
do not constitute more than 20% of the recipient's non-highly compensated work
force.

         1.14 "Employer" means Preformed Line Products Company and any successor
which shall maintain this Plan; and any predecessor which has maintained this
Plan. The Employer is a corporation, with principal offices in the State of
Ohio. In addition, where appropriate, the term Employer shall include any
Participating Employer (as defined in Section 10.1) which shall adopt this Plan.

         1.15 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or

                                      -3-
<PAGE>

has any authority or responsibility to do so, or (c) has any discretionary
authority or discretionary responsibility in the administration of the Plan,
including, but not limited to, the Trustee, the Employer and its representative
body, and the Administrator.

         1.16 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on January 1 of each year and ending the following December 31.

         1.17 "Forfeiture." Under this Plan, Participant accounts are 100%
Vested at all times. Any amounts that may otherwise be forfeited under the Plan
pursuant to Section 3.6 or 6.9 shall be used to reduce the contribution of the
Employer.

         1.18 "Former Participant" means a person who has been a Participant,
but who has ceased to be a Participant for any reason.

         1.19 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. "415
Compensation" must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

                  For Plan Years beginning after December 31, 1997, for purposes
of this Section, the determination of "415 Compensation" shall include any
elective deferral (as defined in Code Section 402(g)(3)), and any amount which
is contributed or deferred by the Employer at the election of the Participant
and which is not includible in the gross income of the Participant by reason of
Code Sections 125 or 457.

                  If, in connection with the adoption of this amendment and
restatement, the definition of "415 Compensation" has been modified, then, for
Plan Years prior to the Plan Year which includes the adoption date of this
amendment and restatement, "415 Compensation" means compensation determined
pursuant to the Plan then in effect.

         1.20 "Highly Compensated Employee" means, for Plan Years beginning
after December 31, 1996, an Employee described in Code Section 414(q) and the
Regulations thereunder, and generally means an Employee who performed services
for the Employer during the "determination year" and is in one or more of the
following groups:

                  (a) Employees who at any time during the "determination year"
         or "look-back year" were "five percent owners" as defined in Section
         1.25(c).

                  (b) Employees who received "415 Compensation" during the
         "look-back year" from the Employer in excess of $80,000 and were in the
         Top Paid Group of Employees for the Plan Year.

                  The "determination year" shall be the Plan Year for which
testing is being performed, and the "look-back year" shall be the immediately
preceding twelve-month period.

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<PAGE>

                  For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions. Additionally, the
dollar threshold amount specified in (b) above shall be adjusted at such time
and in the same manner as under Code Section 415(d), except that the base period
shall be the calendar quarter ending September 30, 1996. In the case of such an
adjustment, the dollar limit which shall be applied is the limit for the
calendar year in which the "look-back year" begins.

                  In determining who is a Highly Compensated Employee, Employees
who are non-resident aliens and who received no earned income (within the
meaning of Code Section 911(d)(2)) from the Employer constituting United States
source income within the meaning of Code Section 861(a)(3) shall not be treated
as Employees. Additionally, all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer. The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans. Highly Compensated Former
Employees shall be treated as Highly Compensated Employees without regard to
whether they performed services during the "determination year."

         1.21 "Highly Compensated Former Employee" means a former Employee who
had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th birthday), the Employee either
received "415 Compensation" in excess of $50,000 or was a "five percent owner."
For purposes of this Section, "determination year," "415 Compensation" and "five
percent owner" shall be determined in accordance with Section 1.20. Highly
Compensated Former Employees shall be treated as Highly Compensated Employees.
The method set forth in this Section for determining who is a "Highly
Compensated Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

         1.22 "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

         1.23 "Hour of Service" means, for purposes of eligibility for
participation and benefit accrual, (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties (these hours will be credited to the Employee for
the computation period in which the duties are performed); (2) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period (these hours will
be

                                      -5-
<PAGE>


calculated and credited pursuant to Department of Labor regulation 2530.200b-2
which is incorporated herein by reference); (3) each hour for which back pay is
awarded or agreed to by the Employer without regard to mitigation of damages
(these hours will 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). The same Hours of
Service shall not be credited both under (1) or (2), as the case may be, and
under (3).

                  Notwithstanding the above, (i) no more than 501 Hours of
Service are required to be credited to an Employee on account of any single
continuous period during which the Employee performs no duties (whether or not
such period occurs in a single computation period); (ii) an hour for which an
Employee is directly or indirectly paid, or entitled to payment, on account of a
period during which no duties are performed is not required to be credited to
the Employee if such payment is made or due under a plan maintained solely for
the purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

                  For purposes of this Section, a payment shall be deemed to be
made by or due from the Employer regardless of whether such payment is made by
or due from the Employer directly, or indirectly through, among others, a trust
fund, or insurer, to which the Employer contributes or pays premiums and
regardless of whether contributions made or due to the trust fund, insurer, or
other entity are for the benefit of particular Employees or are on behalf of a
group of Employees in the aggregate.

                  Notwithstanding the foregoing, and at the Committee's option,
an Employee shall be credited with 45 Hours of Service for each week or 10 Hours
of Service for each day, in which an Employee is paid or entitled to payment for
at least one Hour of Service if hourly paid.

                  For purposes of this Section, Hours of Service will be
credited for employment with other Affiliated Employers. The provisions of
Department of Labor regulations 2530.200b-2(b) and (c) are incorporated herein
by reference.

         1.24 "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

         1.25 "Key Employee" means an Employee as defined in Code Section 416(i)
and the Regulations thereunder. Generally, any Employee or former Employee (as
well as each of his Beneficiaries) is considered a Key Employee if he, at any
time during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

                  (a) an officer of the Employer (as that term is defined within
         the meaning of the Regulations under Code Section 416) having annual
         "415

                                      -6-
<PAGE>

         Compensation" greater than 50 percent of the amount in effect under
         Code Section 415(b)(1)(A) for any such Plan Year.

                  (b) one of the ten employees having annual "415 Compensation"
         from the Employer for a Plan Year greater than the dollar limitation in
         effect under Code Section 415(c)(1)(A) for the calendar year in which
         such Plan Year ends and owning (or considered as owning within the
         meaning of Code Section 318) both more than one-half percent interest
         and the largest interests in the Employer.

                  (c) a "five percent owner" of the Employer. "Five percent
         owner" means any person who owns (or is considered as owning within the
         meaning of Code Section 318) more than five percent (5%) of the
         outstanding stock of the Employer or stock possessing more than five
         percent (5%) of the total combined voting power of all stock of the
         Employer or, in the case of an unincorporated business, any person who
         owns more than five percent (5%) of the capital or profits interest in
         the Employer. In determining percentage ownership hereunder, employers
         that would otherwise be aggregated under Code Sections 414(b), (c), (m)
         and (o) shall be treated as separate employers.

                  (d) a "one percent owner" of the Employer having an annual
         "415 Compensation" from the Employer of more than $150,000. "One
         percent owner" means any person who owns (or is considered as owning
         within the meaning of Code Section 318) more than one percent (1%) of
         the outstanding stock of the Employer or stock possessing more than one
         percent (1%) of the total combined voting power of all stock of the
         Employer or, in the case of an unincorporated business, any person who
         owns more than one percent (1%) of the capital or profits interest in
         the Employer. In determining percentage ownership hereunder, employers
         that would otherwise be aggregated under Code Sections 414(b), (c), (m)
         and (o) shall be treated as separate employers. However, in determining
         whether an individual has "415 Compensation" of more than $150,000,
         "415 Compensation" from each employer required to be aggregated under
         Code Sections 414(b), (c), (m) and (o) shall be taken into account.

                  For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

         1.26 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

         1.27 "Leased Employee" means, for Plan Years beginning after December
31, 1996, any person (other than an Employee of the recipient) who pursuant to
an agreement between the recipient and any other person ("leasing organization")
has performed services for the recipient (or for the recipient and related
persons determined in accordance with Code Section 414(n)(6))

                                      -7-
<PAGE>


on a substantially full time basis for a period of at least one year, and such
services are performed under primary direction or control by the recipient
employer. Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer. A Leased
Employee shall not be considered an Employee of the recipient:

                  (a) if such employee is covered by a money purchase pension
         plan providing:

                  (1) a non-integrated employer contribution rate of at least
                  10% of compensation, as defined in Code Section 415(c)(3), but
                  including amounts which are contributed by the Employer
                  pursuant to a salary reduction agreement and which are not
                  includible in the gross income of the Participant under Code
                  Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and
                  Employee contributions described in Code Section 414(h)(2)
                  that are treated as Employer contributions.

                  (2) immediate participation; and

                  (3) full and immediate vesting; and

                  (b) if Leased Employees do not constitute more than 20% of the
         recipient's non-highly compensated work force.

         1.28 "Net Profit" means with respect to any Fiscal Year the Employer's
net income or profit for such Fiscal Year determined upon the basis of the
Employer's books of account in accordance with generally accepted accounting
principles, without any reduction for taxes based upon income, or for
contributions made by the Employer to this Plan. In determining Net Profits, the
Employer's net profits shall include the net profits of its foreign
subsidiaries, after reduction for taxes imposed by the foreign government or
political subdivision thereof. Notwithstanding the foregoing, The Employer shall
be entitled to rely upon an estimate of its net profits in determining the
amount of its contribution to the Plan for any Plan Year.

         1.29 "Non-Highly Compensated Participant" means any Participant who is
not a Highly Compensated Employee.

         1.30 "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

         1.31 "Normal Retirement Age" means the Participant's sixty-fifth (65th)
birthday. A Participant shall become fully Vested in his Participant's Account
upon attaining his Normal Retirement Age.

         1.32 "Normal Retirement Date" means the day on which the Participant
attains the Normal Retirement Age.

         1.33 "1-Year Break in Service" means, for purposes of eligibility for
participation, the applicable computation period luring which an Employee has
not completed more than 500

                                      -8-
<PAGE>

Hours of Service with the Employer. Further, solely for the purpose of
determining whether a Participant has incurred a 1-Year Break in Service, Hours
of Service shall be recognized for "authorized leaves of absence" and "maternity
and paternity leaves of absence." Years of Service and 1-Year Breaks in Service
shall be measured on the same computation period.

                  "Authorized leave of absence" means an unpaid, temporary
cessation from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

                  A "maternity or paternity leave of absence" means, for Plan
Years beginning after December 31, 1984, an absence from work for any period by
reason of the Employee's pregnancy, birth of the Employee's child, placement of
a child with the Employee in connection with the adoption of such child, or any
absence for the purpose of caring for such child for a period immediately
following such birth or placement. For this purpose, Hours of Service shall be
credited for the computation period in which the absence from work begins, only
if credit therefore is necessary to prevent the Employee from incurring a 1-Year
Break in Service, or, in any other case, in the immediately following
computation period. The Hours of Service credited for a "maternity or paternity
leave of absence" shall be those which would normally have been credited but for
such absence, or, in any case in which the Administrator is unable to determine
such hours normally credited, eight (8) Hours of Service per day. The total
Hours of Service required to be credited for a "maternity or paternity leave of
absence" shall not exceed 501.

         1.34 "Participant" means any Eligible Employee who participates in the
Plan and has not for any reason become ineligible to participate further in the
Plan.

         1.35 "Participant Direction Procedures" means such instructions,
guidelines or policies, the terms of which are incorporated herein, as shall be
established pursuant to Section 4.7 and observed by the Administrator and
applied to Participants who have Participant Directed Accounts.

         1.36 "Participant's Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Employer contributions.

         1.37 "Participant's Directed Account" means that portion of a
Participant's interest in the Plan with respect to which the Participant has
directed the investment in accordance with the Participant Direction Procedure.

         1.38 "Plan" means this instrument, including all amendments thereto.

         1.39 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1 of each year and ending the following December 31.

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

         1.41 "Retired Participant" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

                                      -9-
<PAGE>

         1.42 "Retirement Date" means the date as of which a Participant retires
for reasons other than Total and Permanent Disability, whether such retirement
occurs on a Participant's Normal Retirement Date or Late Retirement Date (see
Section 6.1).

         1.43 "Super Top Heavy Plan" means a plan described in Section 8.2(b).

         1.44 "Terminated Participant" means a person who has been a
Participant, but whose employment has been terminated other than by death, Total
and Permanent Disability or retirement.

         1.45 "Top Heavy Plan" means a plan described in Section 8.2(a).

         1.46 "Top Heavy Plan Year" means a Plan Year during which the Plan is a
Top Heavy Plan.

         1.47 "Top Paid Group" means the top 20 percent of Employees who
performed services for the Employer during the applicable year, ranked according
to the amount of "415 Compensation" (determined for this purpose in accordance
with Section 1.20) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan maintained by the
Employer. Employees who are non-resident aliens and who received no earned
income (within the meaning of Code Section 911(d)(2)) from the Employer
constituting United States source income within the meaning of Code Section
861(a)(3) shall not be treated as Employees. Additionally, for the purpose of
determining the number of active Employees in any year, the following additional
Employees shall also be excluded; however, such Employees shall still be
considered for the purpose of identifying the particular Employees in the Top
Paid Group:

                  (a) Employees with less than six (6) months of service;

                  (b) Employees who normally work less than 17 1/2 hours per
         week;

                  (c) Employees who normally work less than six (6) months
         during a year; and

                  (d) Employees who have not yet attained age 21.

                  In addition, if 90 percent or more of the Employees of the
Employer are covered under agreements the Secretary of Labor finds to be
collective bargaining agreements between Employee representatives and the
Employer, and the Plan covers only Employees who are not covered under such
agreements, then Employees covered by such agreements shall be excluded from
both the total number of active Employees as well as from the identification of
particular Employees in the Top Paid Group.

                  The foregoing exclusions set forth in this Section shall be
applied on a uniform and consistent basis for all purposes for which the Code
Section 414(q) definition is applicable.

                                      -10-
<PAGE>

         1.48 "Total and Permanent Disability" means a physical or mental
incapacity of a Participant which renders him incapable of engaging in any
full-time occupation or employment for remuneration reasonably comparable to
that in which he was engaged prior to such disability and which will presumably
continue for the remainder of his natural life. The disability of a Participant
shall be demonstrated by a written determination provided within 30 days
following the cessation of employment of the Participant (or such greater period
as may be approved by the Administrator) by a licensed physician chosen or
approved by the Administrator.

         1.49 "Trustee" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

         1.50 "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.

         1.51 "USERRA" means the Uniformed Services Employment and Reemployment
Rights Act of 1994. Notwithstanding any provision of this Plan to the contrary,
effective December 12, 1994, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with Code
Section 414(u).

         1.52 "Valuation Date" means the Anniversary Date and such other date or
dates deemed necessary by the Administrator. The Valuation Date may include any
day during the Plan Year that the Trustee, any transfer agent appointed by the
Trustee or the Employer and any stock exchange used by such agent are open for
business.

         1.53 "Vested" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

         1.54 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

                  For purposes of eligibility for participation, the computation
periods shall be measured from the date on which the Employee first performs an
Hour of Service and anniversaries thereof. The participation computation periods
beginning after a 1-Year Break in Service shall be measured from the date on
which an Employee again performs an Hour of Service and anniversaries thereof.

                  The computation period shall be the Plan Year if not otherwise
set forth herein.

                  Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c). However,
in determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of full months in
the short Plan Year.

                  Years of Service with American Connector Engineering Company
shall be recognized.

                                      -11-
<PAGE>

         Years of Service with any Affiliated Employer shall be recognized.

                                   ARTICLE II
                                 ADMINISTRATION

2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                  (a) In addition to the general powers and responsibilities
         otherwise provided for in this Plan, the Employer shall be empowered to
         appoint and remove the Trustee and the Administrator from time to time
         as it deems necessary for the proper administration of the Plan to
         ensure that the Plan is being operated for the exclusive benefit of the
         Participants and their Beneficiaries in accordance with the terms of
         the Plan, the Code, and the Act. The Employer may appoint counsel,
         specialists, advisers, agents (including any nonfiduciary agent) and
         other persons as the Employer deems necessary or desirable in
         connection with the exercise of its fiduciary duties under this Plan.
         The Employer may compensate such agents or advisers from the assets of
         the Plan as fiduciary expenses (but not including any business
         (settlor) expenses of the Employer), to the extent not paid by the
         Employer.

                  (b) The Employer may, by written agreement or designation,
         appoint at its option an Investment Manager (qualified under the
         Investment Company Act of 1940 as amended), investment adviser, or
         other agent to provide direction to the Trustee with respect to any or
         all of the Plan assets. Such appointment shall be given by the Employer
         in writing in a form acceptable to the Trustee and shall specifically
         identify the Plan assets with respect to which the Investment Manager
         or other agent shall have authority to direct the investment.

                  (c) The Employer shall establish a "funding policy and
         method," i.e., it shall determine whether the Plan has a short run need
         for liquidity (e.g., to pay benefits) or whether liquidity is a long
         run goal and investment growth (and stability of same) is a more
         current need, or shall appoint a qualified person to do so. The
         Employer or its delegate shall communicate such needs and goals to the
         Trustee, who shall coordinate such Plan needs with its investment
         policy. The communication of such a "funding policy and method" shall
         not, however, constitute a directive to the Trustee as to investment of
         the Trust Funds. Such "funding policy and method" shall be consistent
         with the objectives of this Plan and with the requirements of Title I
         of the Act.

                  (d) The Employer shall periodically review the performance of
         any Fiduciary or other person to whom duties have been delegated or
         allocated by it under the provisions of this Plan or pursuant to
         procedures established hereunder. This requirement may be satisfied by
         formal periodic review by the Employer or by a qualified person
         specifically designated by the Employer, through day-to-day conduct and
         evaluation, or through other appropriate ways.

                                      -12-
<PAGE>

2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY

                  The Employer shall be the Administrator. The Employer may
appoint a Committee to perform the duties of the Administrator. Any person so
appointed shall signify his acceptance by filing written acceptance with the
Employer. Upon the resignation or removal of any individual performing the
duties of the Administrator, the Employer may designate a successor.

2.3      POWERS AND DUTIES OF THE ADMINISTRATOR

                  The primary responsibility of the Administrator is to
administer the Plan for the exclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Administrator
shall administer the Plan in accordance with its terms and shall have the power
and discretion to construe the terms of the Plan and to determine all questions
arising in connection with the administration, interpretation, and application
of the Plan. Any such determination by the Administrator shall be conclusive and
binding upon all persons. The Administrator may establish procedures, correct
any defect, supply any information, or reconcile any inconsistency in such
manner and to such extent as shall be deemed necessary or advisable to carry out
the purpose of the Plan; provided, however, that any procedure, discretionary
act, interpretation or construction shall be done in a nondiscriminatory manner
based upon uniform principles consistently applied and shall be consistent with
the intent that the Plan shall continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations issued pursuant thereto. The Administrator shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

                  The Administrator shall be charged with the duties of the
general administration of the Plan, including, but not limited to, the
following:

                  (a) the discretion to determine all questions relating to the
         eligibility of Employees to participate or remain a Participant
         hereunder and to receive benefits under the Plan;

                  (b) to compute, certify, and direct the Trustee with respect
         to the amount and the kind of benefits to which any Participant shall
         be entitled hereunder;

                  (c) to authorize and direct the Trustee with respect to all
         nondiscretionary or otherwise directed disbursements from the Trust;

                  (d) to maintain all necessary records for the administration
         of the Plan;

                  (e) to interpret the provisions of the Plan and to make and
         publish such rules for regulation of the Plan as are consistent with
         the terms hereof;

                  (f) to determine the size and type of any Contract to be
         purchased from any insurer, and to designate the insurer from which
         such Contract shall be purchased;

                                      -13-
<PAGE>

                  (g) to compute and certify to the Employer and to the Trustee
         from time to time the sums of money necessary or desirable to be
         contributed to the Plan;

                  (h) to consult with the Employer and the Trustee regarding the
         short and long-term liquidity needs of the Plan in order that the
         Trustee can exercise any investment discretion in a manner designed to
         accomplish specific objectives;

                  (i) to assist any Participant regarding his rights, benefits,
         or elections available under the Plan.

2.4      RECORDS AND REPORTS

                  The Administrator shall keep a record of all actions taken and
shall keep all other books of account, records, policies, and other data that
may be necessary for proper administration of the Plan and shall be responsible
for supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

2.5      APPOINTMENT OF ADVISERS

                  The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, agents (including
nonfiduciary agents) and other persons as the Administrator or the Trustee deems
necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and to Plan Participants.

2.6      PAYMENT OF EXPENSES

                  All expenses of administration may be paid out of the Trust
Fund unless paid by the Employer. Such expenses shall include any expenses
incident to the functioning of the Administrator, or any person or persons
retained or appointed by any Named Fiduciary incident to the exercise of their
duties under the Plan, including, but not limited to, fees of accountants,
counsel, Investment Managers, agents (including nonfiduciary agents) appointed
for the purpose of assisting the Administrator or the Trustee in carrying out
the instructions of Participants as to the directed investment of their accounts
and other specialists and their agents, and other costs of administering the
Plan. Until paid, the expenses shall constitute a liability of the Trust Fund.

2.7      CLAIMS PROCEDURE

                  Claims for benefits under the Plan may be filed in writing
with the Administrator. Written notice of the disposition of a claim shall be
furnished to the claimant within 90 days after the application is filed. In the
event the claim is denied, the reasons for the denial shall be specifically set
forth in the notice in language calculated to be understood by the claimant,
pertinent provisions of the Plan shall be cited, and, where appropriate, an
explanation as to how

                                      -14-
<PAGE>

the claimant can perfect the claim will be provided. In addition, the claimant
shall be furnished with an explanation of the Plan's claims review procedure.

2.8      CLAIMS REVIEW PROCEDURE

                  Any Employee, former Employee, or Beneficiary of either, who
has been denied a benefit by a decision of the Administrator pursuant to Section
2.7 shall be entitled to request the Administrator to give further consideration
to his claim by filing with the Administrator (on a form which may be obtained
from the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.7. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                                  ARTICLE III
                                   ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY

                  Any Eligible Employee who has completed two (2) Years of
Service shall be eligible to participate hereunder as of the date he has
satisfied such requirements. However, any Employee who was a Participant in the
Plan prior to the effective date of this amendment and restatement shall
continue to participate in the Plan.

3.2      EFFECTIVE DATE OF PARTICIPATION

                  An Eligible Employee shall become a Participant effective as
of the first day of the month coinciding with or next following the date on
which such Employee met the eligibility requirements of Section 3.1, provided
said Employee was still employed as of such date (or if not employed on such
date, as of the date of rehire if a I-Year Break in Service has not occurred).

                  In the event an Employee who is not a member of an eligible
class of Employees becomes a member of an eligible class, such Employee will
participate immediately if such

                                      -15-

<PAGE>

Employee has satisfied the minimum age and service requirements and would have
otherwise previously become a Participant.

3.3      DETERMINATION OF ELIGIBILITY

                  The Administrator shall determine the eligibility of each
Employee for participation in the Plan based upon information furnished by the
Employer. Such determination shall be conclusive and binding upon all persons,
as long as the same is made pursuant to the Plan and the Act. Such determination
shall be subject to review per Section 2.8.

3.4      TERMINATION OF ELIGIBILITY

                  (a) In the event a Participant shall go from a classification
         of an Eligible Employee to an ineligible Employee, such Former
         Participant shall continue to vest in his interest in the Plan for each
         Year of Service completed while a noneligible Employee, until such time
         as his Participant's Account shall be forfeited or distributed pursuant
         to the terms of the Plan. Additionally, his interest in the Plan shall
         continue to share in the earnings of the Trust Fund.

                  (b) In the event a Participant is no longer a member of an
         eligible class of Employees and becomes ineligible to participate, such
         Employee will participate immediately upon returning to an eligible
         class of Employees.

3.5      OMISSION OF ELIGIBLE EMPLOYEE

                  If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution with respect to the omitted
Employee in the amount which the said Employer would have contributed with
respect to him had he not been omitted. Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any taxable
year under applicable provisions of the Code.

3.6      INCLUSION OF INELIGIBLE EMPLOYEE

                  If, in any Plan Year, any person who should not have been
included as a Participant in the Plan is erroneously included and discovery of
such incorrect inclusion is not made until after a contribution for the year has
been made, the Employer shall not be entitled to recover the contribution made
with respect to the ineligible person regardless of whether or not a deduction
is allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
for the Plan Year in which the discovery is made.

3.7      ELECTION NOT TO PARTICIPATE

                  An Employee may, subject to the approval of the Employer,
elect voluntarily not to participate in the Plan. The election not to
participate must be communicated to the Employer, in writing at least thirty
(30) days before the beginning of a Plan Year.

                                      -16-


<PAGE>

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

                  (a) For each Plan Year, the Employer shall contribute to the
         Plan such amount which equals 15% of its current Net Profits for the
         Fiscal Year coinciding with the Plan Year, or such greater or smaller
         percentage (including zero) as may from time to time be fixed by the
         board of directors of the Employer.

                  (b) The Employer contribution for any Plan Year shall not
         exceed its current or accumulated Net Profit, except to the extent
         necessary to provide the top heavy minimum contribution. All
         contributions shall be made in cash or in such property as is
         acceptable to the Trustee.

4.2      TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

                  The Employer shall generally pay to the Trustee its
contribution to the Plan for each Plan Year within the time prescribed by law,
including extensions of time, for the filing of the Employer federal income tax
return for the Fiscal Year.

4.3      ALLOCATION OF CONTRIBUTION AND EARNINGS

                  (a) The Administrator shall establish and maintain an account
         in the name of each Participant to which the Administrator shall credit
         as of each Anniversary Date all amounts allocated to each such
         Participant as set forth herein.

                  (b) The Employer shall provide the Administrator with all
         information required by the Administrator to make a proper allocation
         of the Employer contributions for each Plan Year. Within a reasonable
         period of time after the date of receipt by the Administrator of such
         information, the Administrator shall allocate such contribution to each
         Participant's Account in the same proportion that each such
         Participant's total points with respect to such year, bear to the total
         points awarded to all Participants with respect to such year. A
         Participant's points with respect to any Plan Year shall be computed as
         follows:

                  one (1) point(s) shall be allocated to him for each Year of
                  Service.

                  one (1) point(s) shall be allocated to him for each full $200
                  of Compensation received by him during the year.

                  (c) Participants shall be eligible to share in the allocation
         of contributions for a Plan Year in accordance with the following:

                  (1) Only Participants who have completed a Year of Service
                  during the Plan Year

                                      -17-
<PAGE>

                  and are actively employed on the last day of the Plan Year
                  shall be eligible to share in the allocation of contributions
                  for that Plan Year. Further, for years prior to the effective
                  date of this amendment and restatement, the term "Year of
                  Service" for purposes of determining a Participant's points
                  shall be determined pursuant to the provisions of the Plan
                  then in effect.

                  (2) For any Top Heavy Plan Year, Non-Key Employees not
                  otherwise eligible to share in the allocation of contributions
                  as provided above, shall receive the minimum allocation
                  provided for in Section 4.3(e) if eligible pursuant to the
                  provisions of Section 4.3(g).

                  (d) On each business day of the Plan Year, a daily
         determination of unrealized and realized gains and losses, interest,
         dividends and capital gain distributions will be calculated and
         allocated based on the actual activity in each Participant's account.
         Activity includes, but is not limited to, allocation of contributions,
         forfeitures and distributions. Earnings or losses with respect to a
         Participant's Directed Account shall be allocated in accordance with
         Section 4.8.

                  Participants' transfers from other qualified plans deposited
         in the general Trust Fund shall share in any earnings and losses (net
         appreciation or net depreciation) of the Trust Fund in the same manner
         provided above. Each segregated account maintained on behalf of a
         Participant shall be credited or charged with its separate earnings and
         losses.

                  (e) Minimum Allocations Required for Top Heavy Plan Years:
         Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of
         the Employer contributions allocated to the Participant's Account of
         each Non-Key Employee shall be equal to at least three percent (3%) of
         such Non-Key Employee's "415 Compensation" (reduced by contributions
         and forfeitures, if any, allocated to each Non-Key Employee in any
         defined contribution plan included with this plan in a Required
         Aggregation Group). However, if (1) the sum of the Employer
         contributions allocated to the Participant's Account of each Key
         Employee for such Top Heavy Plan Year is less than three percent (3%)
         of each Key Employee's "415 Compensation" and (2) this Plan is not
         required to be included in an Aggregation Group to enable a defined
         benefit plan to meet the requirements of Code Section 401(a)(4) or 410,
         the sum of the Employer contributions allocated to the Participant's
         Account of each Non-Key Employee shall be equal to the largest
         percentage allocated to the Participant's Account of any Key Employee.

                  However, no such minimum allocation shall be required in this
         Plan for any Non-Key Employee who participates in another defined
         contribution plan subject to Code Section 412 included with this Plan
         in a Required Aggregation Group.

                  (f) For purposes of the minimum allocations set forth above,
         the percentage allocated to the Participant's Account of any Key
         Employee shall be

                                      -18-
<PAGE>

         equal to the ratio of the sum of the Employer contributions allocated
         on behalf of such Key Employee divided by the "415 Compensation" for
         such Key Employee.

                  (g) For any Top Heavy Plan Year, the minimum allocations set
         forth above shall be allocated to the Participant's Account of all
         Non-Key Employees who are Participants and who are employed by the
         Employer on the last day of the Plan Year, including Non-Key Employees
         who have (1) failed to complete a Year of Service; (2) declined to make
         mandatory contributions (if required) to the Plan; and (3) been
         excluded from participation because of their level of Compensation.

                  (h) In lieu of the above, if a Non-Key Employee participates
         in this Plan and a defined benefit pension plan included in a Required
         Aggregation Group which is top heavy, a minimum allocation of five
         percent (5%) of "415 Compensation" shall be provided under this Plan.

                  (i) For the purposes of this Section, "415 Compensation" shall
         be limited to $150,000. Such amount shall be adjusted for increases in
         the cost of living in accordance with Code Section 401(a)(17), except
         that the dollar increase in effect on January 1 of any calendar year
         shall be effective for the Plan Year beginning with or within such
         calendar year. For any short Plan Year the "415 Compensation" limit
         shall be an amount equal to the "415 Compensation" limit for the
         calendar year in which the Plan Year begins multiplied by the ratio
         obtained by dividing the number of full months in the short Plan Year
         by twelve (12).

                  (j) If a Former Participant is reemployed after five (5)
         consecutive 1-Year Breaks in Service, then separate accounts shall be
         maintained as follows:

                  (1) one account for nonforfeitable benefits attributable to
                  pre-break service; and

                  (2) one account representing his status in the Plan
                  attributable to post-break service.

4.4      MAXIMUM ANNUAL ADDITIONS

                  (a) Notwithstanding the foregoing, the maximum "annual
         additions" credited to a Participant's accounts for any "limitation
         year" shall equal the lesser of: (1) $30,000 adjusted annually as
         provided in Code Section 415(d) pursuant to the Regulations, or (2)
         twenty-five percent (25%) of the Participant's "415 Compensation" for
         such "limitation year." For any short "limitation year," the dollar
         limitation in (1) above shall be reduced by a fraction, the numerator
         of which is the number of full months in the short "limitation year"
         and the denominator of which is twelve (12).

                  (b) For purposes of applying the limitations of Code Section
         415, "annual additions" means the sum credited to a Participant's
         accounts for any

                                      -19-
<PAGE>


         "limitation year" of (1) Employer contributions, (2) Employee
         contributions, (3) forfeitures, (4) amounts allocated, after March 31,
         1984, to an individual medical account, as defined in Code Section
         415(1)(2) which is part of a pension or annuity plan maintained by the
         Employer and (5) amounts derived from contributions paid or accrued
         after December 31, 1985, in taxable years ending after such date, which
         are attributable to post-retirement medical benefits allocated to the
         separate account of a key employee (as defined in Code Section
         419A(d)(3)) under a welfare benefit plan (as defined in Code Section
         419(e)) maintained by the Employer. Except, however, the "415
         Compensation" percentage limitation referred to in paragraph (a)(2)
         above shall not apply to: (1) any contribution for medical benefits
         (within the meaning of Code Section 419A(f)(2)) after separation from
         service which is otherwise treated as an "annual addition," or (2) any
         amount otherwise treated as an "annual addition" under Code Section
         415(1)(1).

                  (c) For purposes of applying the limitations of Code Section
         415, the transfer of funds from one qualified plan to another is not an
         "annual addition." In, addition, the following are not Employee
         contributions for the purposes of Section 4.4(b)(2): (1) rollover
         contributions (as defined in Code Sections 402(e)(6), 403(a)(4),
         403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant
         from the Plan; (3) repayments of distributions received by an Employee
         pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of
         distributions received by an Employee pursuant to Code Section
         411(a)(3)(D) (mandatory contributions); and (5) Employee contributions
         to a simplified employee pension excludable from gross income under
         Code Section 408(k)(6).

                  (d) For purposes of applying the limitations of Code Section
         415, the "limitation year" shall be the Plan Year.

                  (e) For the purpose of this Section, all qualified defined
         benefit plans (whether terminated or not) ever maintained by the
         Employer shall be treated as one defined benefit plan, and all
         qualified defined contribution plans (whether terminated or not) ever
         maintained by the Employer shall be treated as one defined contribution
         plan.

                  (f) For the purpose of this Section, if the Employer is a
         member of a controlled group of corporations, trades or businesses
         under common control (as defined by Code Section 1563(a) or Code
         Section 414(b) and (c) as modified by Code Section 415(h)), is a member
         of an affiliated service group (as defined by Code Section 414(m)), or
         is a member of a group of entities required to be aggregated pursuant
         to Regulations under Code Section 414(o), all Employees of such
         Employers shall be considered to be employed by a single Employer.

                  (g) For the purpose of this Section, if this Plan is a Code
         Section 413(c) plan, each Employer who maintains this Plan will be
         considered to be a separate Employer.

                                      -20-
<PAGE>

                  (h) (1) If a Participant participates in more than one defined
         contribution plan maintained by the Employer which have different
         Anniversary Dates, the maximum "annual additions" under this Plan shall
         equal the maximum "annual additions" for the "limitation year" minus
         any "annual additions" previously credited to such Participant's
         accounts during the "limitation year."

                      (2) If a Participant participates in both a defined
         contribution plan subject to Code Section 412 and a defined
         contribution plan not subject to Code Section 412 maintained by the
         Employer which have the same Anniversary Date, "annual additions" will
         be credited to the Participant's accounts under the defined
         contribution plan subject to Code Section 412 prior to crediting
         "annual additions" to the Participant's accounts under the defined
         contribution plan not subject to Code Section 412.

                      (3) If a Participant participates in more than one defined
         contribution plan not subject to Code Section 412 maintained by the
         Employer which have the same Anniversary Date, the maximum "annual
         additions" under this Plan shall equal the product of (A) the maximum
         "annual additions" for the "limitation year" minus any "annual
         additions" previously credited under subparagraphs (1) or (2) above,
         multiplied by (B) a fraction (i) the numerator of which is the "annual
         additions" which would be credited to such Participant's accounts under
         this Plan without regard to the limitations of Code Section 415 and
         (ii) the denominator of which is such "annual additions" for all plans
         described in this subparagraph.

                  (i) If an Employee is (or has been) a Participant in one or
         more defined benefit plans and one or more defined contribution plans
         maintained by the Employer, the sum of the defined benefit plan
         fraction and the defined contribution plan fraction for any "limitation
         year" may not exceed 1.0.

                  (j) The defined benefit plan fraction for any "limitation
         year" is a fraction, the numerator of which is the sum of the
         Participant's projected annual benefits under all the defined benefit
         plans (whether or not terminated) maintained by the Employer, and the
         denominator of which is the lesser of 125 percent of the dollar
         limitation determined for the "limitation year" under Code Sections
         415(b) and (d) or 140 percent of the highest average compensation,
         including any adjustments under Code Section 415(b).

                      Notwithstanding the above, if the Participant was a
         Participant as of the first day of the first "limitation year"
         beginning after December 31, 1986, in one or more defined benefit plans
         maintained by the Employer which were in existence on May 6, 1986, the
         denominator of this fraction will not be less than 125 percent of the
         sum of the annual benefits under such plans which the Participant had
         accrued as of the close of the last "limitation year" beginning before
         January 1, 1987, disregarding any changes in the terms and conditions
         of the plan after May 5, 1986. The preceding sentence applies only if
         the defined


                                      -21-
<PAGE>

         benefit plans individually and in the aggregate satisfied the
         requirements of Code Section 415 for all "limitation years" beginning
         before January 1, 1987.

                  (k) The defined contribution plan fraction for any "limitation
         year" is a fraction, the numerator of which is the sum of the annual
         additions to the Participant's Account under all the defined
         contribution plans (whether or not terminated) maintained by the
         Employer for the current and all prior "limitation years" (including
         the annual additions attributable to the Participant's nondeductible
         Employee contributions to all defined benefit plans, whether or not
         terminated, maintained by the Employer, and the annual additions
         attributable to all welfare benefit funds, as defined in Code Section
         419(e), and individual medical accounts, as defined in Code Section
         415(1)(2), maintained by the Employer), and the denominator of which is
         the sum of the maximum aggregate amounts for the current and all prior
         "limitation years" of service with the Employer (regardless of whether
         a defined contribution plan was maintained by the Employer). The
         maximum aggregate amount in any "limitation year" is the lesser of 125
         percent of the dollar limitation determined under Code Sections 415(b)
         and (d) in effect under Code Section 415(c)(1)(A) or 35 percent of the
         Participant's Compensation for such year.

                      If the Employee was a Participant as of the end of the
          first day of the first "limitation year" beginning after December 31,
          1986, in one or more defined contribution plans maintained by the
          Employer which were in existence on May 6, 1986, the numerator of this
          fraction will be adjusted if the sum of this fraction and the defined
          benefit fraction would otherwise exceed 1.0 under the terms of this
          Plan. Under the adjustment, an amount equal to the product of (1) the
          excess of the sum of the fractions over 1.0 times (2) the denominator
          of this fraction, will be permanently subtracted from the numerator of
          this fraction. The adjustment is calculated using the fractions as
          they would be computed as of the end of the last "limitation year"
          beginning before January 1, 1987, and disregarding any changes in the
          terms and conditions of the Plan made after May 5, 1986, but using the
          Code Section 415 limitation applicable to the first "limitation year"
          beginning on or after January 1, 1987. The annual addition for any
          "limitation year" beginning before January 1, 1987 shall not be
          recomputed to treat all Employee contributions as annual additions.

                  (l) Notwithstanding the foregoing, for any "limitation year"
         in which the Plan is a Top Heavy Plan, 100 percent shall be substituted
         for 125 percent in Sections 4.4(j) and 4.4(k).

                  (m) If the sum of the defined benefit plan fraction and the
         defined contribution plan fraction shall exceed 1.0 in any "limitation
         year" for any Participant in this Plan, the Administrator shall adjust
         the numerator of the defined benefit plan fraction so that the sum of
         both fractions shall not exceed 1.0 in any "limitation year" for such
         Participant.

                                      -22-
<PAGE>

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

                  (o) Notwithstanding the foregoing provisions of this Section
         4.4 to the contrary, effective for Plan Years beginning on and after
         January 1, 2000, the limitations of Code section 415(e) applicable to
         individuals participating in both the Plan and a qualified defined
         benefit plan of the Employer or an Affiliated Employer shall no longer
         apply.

4.5      ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                  (a) If, as a result of a reasonable error in estimating a
         Participant's Compensation, a reasonable error in determining the
         amount of elective deferrals (within the meaning of Code Section
         402(g)(3)) that may be made with respect to any Participant under the
         limits of Section 4.4 or other facts and circumstances to which
         Regulation 1.415-6(b)(6) shall be applicable, the "annual additions"
         under this Plan would cause the maximum "annual additions" to be
         exceeded for any Participant, the Administrator shall (1) distribute
         any elective deferrals (within the meaning of Code Section 402(g)(3))
         or return any Employee contributions (whether voluntary or mandatory),
         and for the distribution of gains attributable to those elective
         deferrals and Employee contributions, to the extent that the
         distribution or return would reduce the "excess amount" in the
         Participant's accounts (2) hold any "excess amount" remaining after the
         return of any elective deferrals or voluntary Employee contributions in
         a "Section 415 suspense account" (3) allocate and reallocate the
         "Section 415 suspense account" in the next "limitation year" (and
         succeeding "limitation years" if necessary) to all Participants in the
         Plan before any Employer or Employee contributions which would
         constitute "annual additions" are made to the Plan for such "limitation
         year" (4) reduce Employer contributions to the Plan for such
         "limitation year" by the amount of the "Section 415 suspense account"
         allocated and reallocated during such "limitation year."

                  (b) For purposes of this Article, "excess amount" for any
         Participant for a "limitation year" shall mean the excess, if any, of
         (1) the "annual additions" which would be credited to his account under
         the terms of the Plan without regard to the limitations of Code Section
         415 over (2) the maximum "annual additions" determined pursuant to
         Section 4.4.

                  (c) For purposes of this Section, "Section 415 suspense
         account" shall mean an unallocated account equal to the sum of "excess
         amounts" for all Participants in the Plan during the "limitation year."
         The "Section 415 suspense account" shall not share in any earnings or
         losses of the Trust Fund.

                                      -23-
<PAGE>

                  (d) The Plan may not distribute or return "excess amounts,"
         other than elective deferrals (within the meaning of Code Section
         402(g)(3)) or Employee contributions (whether voluntary or mandatory)
         and gains attributable to such elective deferrals and Employee
         contributions, to Participants or Former Participants.

4.6      TRANSFERS FROM QUALIFIED PLANS

                  (a) With the consent of the Administrator, amounts may be
         transferred from other qualified plans by Eligible Employees, provided
         that the trust from which such funds are transferred permits the
         transfer to be made and the transfer will not jeopardize the tax exempt
         status of the Plan or Trust or create adverse tax consequences for the
         Employer. The amounts transferred shall be set up in a separate account
         herein referred to as a "Participant's Rollover Account." Such account
         shall be fully Vested at all times and shall not be subject to
         Forfeiture for any reason.

                  (b) Amounts in a Participant's Rollover Account shall be held
         by the Trustee pursuant to the provisions of this Plan and may not be
         withdrawn by, or distributed to the Participant, in whole or in part,
         except as provided in Section 6.10 and Section 6.11 and paragraphs (c)
         and (d) of this Section.

                  (c) Except as permitted by Regulations (including Regulation
         1.411 (d)-4), amounts attributable to elective contributions (as
         defined in Regulation 1.401(k)-1(g)(3)), including amounts treated as
         elective contributions, which are transferred from another qualified
         plan in a plan-to-plan transfer shall be subject to the distribution
         limitations provided for in Regulation 1.401 (k)-1(d).

                  (d) At Normal Retirement Date, or such other date when the
         Participant or his Beneficiary shall be entitled to receive benefits,
         the fair market value of the Participant's Rollover Account shall be
         used to provide additional benefits to the Participant or his
         Beneficiary. Any distributions of amounts held in a Participant's
         Rollover Account shall be made in a manner which is consistent with and
         satisfies the provisions of Section 6.5, including, but not limited to,
         all notice and consent requirements of Code Section 411(a)(11) and the
         Regulations thereunder. Furthermore, such amounts shall be considered
         as part of a Participant's benefit in determining whether an
         involuntary cash-out of benefits without Participant consent may be
         made.

                  (e) The Administrator may direct that employee transfers made
         after a Valuation Date be segregated into a separate account for each
         Participant in a federally insured savings account, certificate of
         deposit in a bank or savings and loan association, money market
         certificate, or other short term debt security acceptable to the
         Trustee until such time as the allocations pursuant to this Plan have
         been made, at which time they may remain segregated or be invested as
         part of the general Trust Fund, to be determined by the Administrator.

                                      -24-
<PAGE>

                  (f) For purposes of this Section, the term "qualified plan"
         shall mean any tax qualified plan under Code Section 401(a). The term
         "amounts transferred from other qualified plans" shall mean: (i)
         amounts transferred to this Plan directly from another qualified plan;
         (ii) distributions from another qualified plan which are eligible
         rollover distributions and which are either transferred by the Employee
         to this Plan within sixty (60) days following his receipt thereof or
         are transferred pursuant to a direct rollover; (iii) amounts
         transferred to this Plan from a conduit individual retirement account
         provided that the conduit individual retirement account has no assets
         other than assets which (A) were previously distributed to the Employee
         by another qualified plan as a lump-sum distribution (B) were eligible
         for tax-free rollover to a qualified plan and (C) were deposited in
         such conduit individual retirement account within sixty (60) days of
         receipt thereof and other than earnings on said assets; and (iv)
         amounts distributed to the Employee from a conduit individual
         retirement account meeting the requirements of clause (iii) above, and
         transferred by the Employee to this Plan within sixty (60) days of his
         receipt thereof from such conduit individual retirement account.

                  (g) Prior to accepting any transfers to which this Section
         applies, the Administrator may require the Employee td establish that
         the amounts to be transferred to this Plan meet the requirements of
         this Section and may also require the Employee to provide an opinion of
         counsel satisfactory to the Employer that the amounts to be transferred
         meet the requirements of this Section.

                  (h) This Plan shall not accept any direct or indirect
         transfers (as that tennis defined and interpreted under Code Section
         401(a)(11) and the Regulations thereunder) from a defined benefit plan,
         money purchase plan (including a target benefit plan), stock bonus or
         profit sharing plan which would otherwise have provided for a life
         annuity form of payment to the Participant.

                  (i) Notwithstanding anything herein to the contrary, a
         transfer directly to this Plan from another qualified plan (or a
         transaction having the effect of such a transfer) shall only be
         permitted if it will not result in the elimination or reduction of any
         "Section 411(d)(6) protected benefit" as described in Section 7.1.

4.7      DIRECTED INVESTMENT ACCOUNT

                  (a) Participants may, subject to a procedure established by
         the Administrator (the Participant Direction Procedures) and applied in
         a uniform nondiscriminatory manner, direct the Trustee to invest all of
         their accounts in specific assets, specific funds or other investments
         permitted under the Plan and the Participant Direction Procedures. That
         portion of the interest of any Participant so directing will thereupon
         be considered a Participant's Directed Account.

                  (b) As of each Valuation Date, all Participant Directed
         Accounts shall be charged or credited with the net earnings, gains,
         losses and expenses as well as

                                      -25-
<PAGE>

         any appreciation or depreciation in the market value using publicly
         listed fair market values when available or appropriate.

                  (1) To the extent that the assets in a Participant's Directed
                  Account are accounted for as pooled assets or investments, the
                  allocation of earnings, gains and losses of each Participant's
                  Directed Account shall be based upon the total amount of funds
                  so invested, in a manner proportionate to the Participant's
                  share of such pooled investment.

                  (2) To the extent that the assets in the Participant's
                  Directed Account are accounted for as segregated assets, the
                  allocation of earnings, gains and losses from such assets
                  shall be made on a separate and distinct basis.

                  (c) THE COMPANY STOCK FUND

                  (1) ESTABLISHMENT. The Trustee shall identify, segregate and
                  value all Company Stock owned by it under the applicable
                  provisions of the Plan as of August 31, 1993, together with
                  all applicable dividends and rights to dividends attributable
                  to such Company Stock, and shall transfer and deposit such
                  Company Stock in a separate investment fund, along with cash
                  and cash equivalent assets sufficient to maintain liquidity as
                  determined by the Trustee in accordance with the Trust
                  Agreement (but in any event, in an initial amount of
                  $500,000); such Fund shall be settled and established as a
                  separate sub-trust to which the Employer and the Trustee are
                  party and shall be known as the "Company Stock Fund." All
                  assets thereafter deposited or otherwise credited to and held
                  in or otherwise as part of the Company Stock Fund shall be
                  invested as part of a generally open-end collective investment
                  fund consisting principally of Company Stock and accumulated
                  dividends, to be actively managed by the Trustee under the
                  general investment provisions of this Plan and the Trust
                  Agreement.

                  (2) PROPORTIONATE INVESTMENT OF PARTICIPANT'S ACCOUNT. A fixed
                  percentage of each Participant's Account shall be invested and
                  reinvested in the Company Stock Fund, on a continuous basis
                  and until such time as such Participant (or the Beneficiary
                  acquiring the interest in such Account) commences receiving
                  benefits from the Plan. The Trustee shall establish the actual
                  percentage to be used as of September 1, 1993, based on the
                  size of the Company Stock Fund established as of that date,
                  taking into account the cash reserves determined by the
                  Trustee to be necessary or advisable in such circumstances.
                  Prior to the commencement of each Plan Year thereafter, the
                  Trustee shall revalue and review the Company Stock Fund and
                  its liquidity requirements, and on the basis of such review
                  adjust the percentage of each Participant's Account required
                  to be invested in the Company Stock Fund and not made
                  available for direction as provided in subsection (a) of this
                  Section 4.8.

                                      -26-
<PAGE>

                  (3) REGISTRATION, VOTING OF COMPANY STOCK. All shares of
                  Company Stock held or subsequently acquired by the Trustee
                  shall be held in the possession of the Trustee until disposed
                  of pursuant to the provisions of this Plan and the Trust
                  Agreement. Such shares may be registered in the name of the
                  Trustee or its nominee. Before each annual or special meeting
                  of the Employer's shareholders, the Trustee shall send to the
                  Committee a copy of the proxy solicitation material therefor,
                  together with a form requesting confidential instructions to
                  the Trustee on how to vote the shares of Company Stock then
                  credited to the Accounts. Upon receipt of such instructions,
                  the Trustee shall vote the shares as instructed. Any shares of
                  Company Stock held as part of a Participant Account, as to
                  which the Trustee does not receive instructions, shall be
                  voted at the discretion of the Trustee. In the event the
                  Trustee determines that it must independently vote such
                  shares, it shall only do so following consultation with
                  counsel and after having first provided written notice of such
                  determination to the Employer and the Committee.

                                   ARTICLE V
                                   VALUATIONS

5.1      VALUATION OF THE TRUST FUND

                  The Administrator shall direct the Trustee, as of each
Valuation Date, to determine the net worth of the assets comprising the Trust
Fund as it exists on the Valuation Date. In determining such net worth, the
Trustee shall value the assets comprising the Trust Fund at their fair market
value as of the Valuation Date and shall deduct all expenses for which the
Trustee has not yet obtained reimbursement from the Employer or the Trust Fund.
The Trustee may update the value of any shares held in the Participant Directed
Account by reference to the number of shares held by that Participant, priced at
the market value as of the Valuation Date.

5.2      METHOD OF VALUATION

                  In determining the fair market value of securities held in the
Trust Fund which are listed on a registered stock exchange, the Administrator
shall direct the Trustee to value the same at the prices they were last traded
on such exchange preceding the close of business on the Valuation Date. If such
securities were not traded on the Valuation Date, or if the exchange on which
they are traded was not open for business on the Valuation Date, then the
securities shall be valued at the prices at which they were last traded prior to
the Valuation Date. Any unlisted security held in the Trust Fund shall be valued
at its bid price next preceding the close of business on the Valuation Date,
which bid price shall be obtained from a registered broker or an investment
banker. In determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise such
assets itself, or in its discretion, employ one or more appraisers for that
purpose and rely on the values established by such appraiser or appraisers.

                                      -27-
<PAGE>

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT

                  Every Participant may terminate his employment with the
Employer and retire for the purposes hereof on his Normal Retirement Date.
However, a Participant may postpone the termination of his employment with the
Employer to a later date, in which event the participation of such Participant
in the Plan, including the right to receive allocations pursuant to Section 4.3,
shall continue until his Late Retirement Date. Upon a Participant's Retirement
Date or attainment of his Normal Retirement Date without termination of
employment with the Employer, or as soon thereafter as is practicable, the
Trustee shall distribute, at the election of the Participant, all amounts
credited to such Participant's Account in accordance with Section 6.5.

6.2      DETERMINATION OF BENEFITS UPON DEATH

                  (a) Upon the death of a Participant before his Retirement Date
         or other termination of his employment, all amounts credited to such
         Participant's Account shall become fully Vested. The Administrator
         shall direct the Trustee, in accordance with the provisions of Sections
         6.6 and 6.7, to distribute the value of the deceased Participant's
         accounts to the Participant's Beneficiary.

                  (b) Upon the death of a Former Participant, the Administrator
         shall direct the Trustee, in accordance with the provisions of Sections
         6.6 and 6.7, to distribute any remaining Vested amounts credited to the
         accounts of a deceased Former Participant to such Former Participant's
         Beneficiary.

                  (c) Any security interest held by the Plan by reason of an
         outstanding loan to the Participant or Former Participant shall be
         taken into account in determining the amount of the death benefit.

                  (d) The Administrator may require such proper proof of death
         and such evidence of the right of any person to receive payment of the
         value of the account of a deceased Participant or Former Participant as
         the Administrator may deem desirable. The Administrator's determination
         of death and of the right of any person to receive payment shall be
         conclusive.

                  (e) The Beneficiary of the death benefit payable pursuant to
         this Section shall be the Participant's spouse. Except, however, the
         Participant may designate a Beneficiary other than his spouse if:

                  (1) the spouse has waived the right to be the Participant's
                  Beneficiary, or

                  (2) the Participant is legally separated or has been abandoned
                  (within the meaning of local law) and the Participant has a
                  court order to such

                                      -28-
<PAGE>


                  effect (and there is no "qualified domestic relations order"
                  as defined in Code Section 414(p) which provides otherwise),
                  or

                  (3) the Participant has no spouse, or

                  (4) the spouse cannot be located.

                  In such event, the designation of a Beneficiary shall be made
         on a form satisfactory to the Administrator. A Participant may at any
         time revoke his designation of a Beneficiary or change his Beneficiary
         by filing written notice of such revocation or change with the
         Administrator. However, the Participant's spouse must again consent in
         writing to any change in Beneficiary unless the original consent
         acknowledged that the spouse had the right to limit consent only to a
         specific Beneficiary and that the spouse voluntarily elected to
         relinquish such right. In the event no valid designation of Beneficiary
         exists at the time of the Participant's death, the death benefit shall
         be payable to his estate.

                  (f) Any consent by the Participant's spouse to waive any
         rights to the death benefit must be in writing, must acknowledge the
         effect of such waiver, and be witnessed by a Plan representative or a
         notary public. Further, the spouse's consent must be irrevocable and
         must acknowledge the specific nonspouse Beneficiary.

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

            In the event of a Participant's Total and Permanent Disability
prior to his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Account shall become fully Vested. In the event
of a Participant's Total and Permanent Disability, the Trustee, in accordance
with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant all amounts credited to such Participant's Account as though he had
retired.

6.4      DETERMINATION OF BENEFITS UPON TERMINATION

                  (a) If a Participant's employment with the Employer is
         terminated for any reason other than death, Total and Permanent
         Disability or retirement, such Participant shall be entitled to such
         benefits as are provided hereinafter pursuant to this Section 6.4.

                      Distribution of the funds due to a Terminated Participant
         shall be made on the occurrence of an event which would result in the
         distribution had the Terminated Participant remained in the employ of
         the Employer (upon the Participant's death, Total and Permanent
         Disability or Normal Retirement). However, at the election of the
         Participant, the Administrator shall direct the Trustee to cause the
         entire Vested portion of the Terminated Participant's Account to be
         payable to such Terminated Participant. Any distribution under this
         paragraph shall be made in a manner which is consistent with and
         satisfies the


                                      -29-
<PAGE>

         provisions of Section 6.5, including, but not limited to, all notice
         and consent requirements of Code Section 411(a)(11) and the Regulations
         thereunder.

                      If the value of a Terminated Participant's Vested benefit
         derived from Employer and Employee contributions does not exceed $5,000
         ($3,500 for Plan Years beginning prior to August 6, 1997), and has
         never exceeded $5,000 ($3,500 for Plan Years beginning prior to August
         6, 199 7) at the time of any distribution prior to March 22, 1999, the
         Administrator shall direct the Trustee to cause the entire Vested
         benefit to be paid to such Participant in a single lump sum.

                  (b) A Participant shall become fully Vested in his
         Participant's Account immediately upon entry into the Plan.

                  (c) The computation of a Participant's nonforfeitable
         percentage of his interest in the Plan shall not be reduced as the
         result of any direct or indirect amendment to this Plan. For this
         purpose, the Plan shall be treated as having been amended if the Plan
         provides for an automatic change in vesting due to a change in top
         heavy status. In the event that the Plan is amended to change or modify
         any vesting schedule, a Participant with at least three (3) Years of
         Service as of the expiration date of the election period may elect to
         have his nonforfeitable percentage computed under the Plan without
         regard to such amendment. If a Participant fails to make such election,
         then such Participant shall be subject to the new vesting schedule. The
         Participant's election period shall commence on the adoption date of
         the amendment and shall end 60 days after the latest of:

                  (1) the adoption date of the amendment,

                  (2) the effective date of the amendment, or

                  (3) the date the Participant receives written notice of the
                  amendment from the Employer or Administrator.

                  (d) (1) If any Former Participant shall be reemployed by the
                  Employer before a 1-Year Break in Service occurs, he shall
                  continue to participate in the Plan in the same manner as if
                  such termination had not occurred.

                           (2) If a Former Participant is reemployed by the
                  Employer, he shall participate in the Plan immediately on his
                  date of reemployment.

                           (3) If a Former Participant (a 1-Year Break in
                  Service previously occurred, but employment had not
                  terminated) is credited with an Hour of Service after the
                  first eligibility computation period in which he incurs a
                  1-Year Break in Service, he shall participate in the Plan
                  immediately.

                                      -30-
<PAGE>

6.5      DISTRIBUTION OF BENEFITS

                  (a) The Administrator, pursuant to the election of the
         Participant, shall direct the Trustee to distribute to a Participant or
         his Beneficiary any amount to which he is entitled under the Plan in
         one or more of the following methods:

                  (1) One lump-sum payment in cash or in property.

                  (2) Payments over a period certain in monthly, quarterly;
                  semiannual, or annual cash installments. In order to provide
                  such installment payments, the Administrator may (A) segregate
                  the aggregate amount thereof in a separate, federally insured
                  savings account, certificate of deposit in a bank or savings
                  and loan association, money market certificate or other liquid
                  short-term security or (B) purchase a nontransferable annuity
                  contract for a term certain (with no life contingencies)
                  providing for such payment. The period over which such payment
                  is to be made shall not extend beyond the Participant's life
                  expectancy (or the life expectancy of the Participant and his
                  designated Beneficiary).

                  (b) Any distribution to a Participant, for Plan Years
         beginning after August 5, 1997, who has a benefit which exceeds $5,000
         ($3,500 for Plan Years beginning prior to August 6, 1997), or has ever
         exceeded $5,000 ($3,500 for Plan Years beginning prior to August 6,
         1997) at the time of any distribution prior to March 22, 1999 shall
         require such Participant's consent if such distribution commences prior
         to the later of his Normal Retirement Age or age 62. However, if a
         Participant has begun to receive distributions pursuant to an optional
         form of benefit under which at least one scheduled periodic
         distribution has not yet been made, and if the value of the
         Participant's benefit, determined at the time of the first distribution
         under that optional form of benefit, exceeded $5,000, then the value of
         the Participant's benefit is deemed to continue to exceed such amount.
         With regard to this required consent:

                  (1) The Participant must be informed of his right to defer
                  receipt of the distribution. If a Participant fails to
                  consent, it shall be deemed an election to defer the
                  commencement of payment of any benefit. However, any election
                  to defer the receipt of benefits shall not apply with respect
                  to distributions which are required under Section 6.5(c).

                  (2) Notice of the rights specified under this paragraph shall
                  be provided no less than 30 days and no more than 90 days
                  before the date the distribution commences.

                  (3) Consent of the Participant to the distribution must not be
                  made before the Participant receives the notice and must not
                  be made more than 90 days before the date the distribution
                  commences.

                  (4) No consent shall be valid if a significant detriment is
                  imposed under the Plan on any Participant who does not consent
                  to the distribution.

                                      -31-
<PAGE>

                               Any such distribution may commence less than 30
                  days after the notice required under Regulation 1.411(a)-11(c)
                  is given, provided that: (1) the Administrator clearly informs
                  the Participant that the Participant has a right to a period
                  of at least 30 days after receiving the notice to consider the
                  decision of whether or not to elect a distribution (and, if
                  applicable, a particular distribution option), and (2) the
                  Participant, after receiving the notice, affirmatively elects
                  a distribution.

                           (c) Notwithstanding any provision in the Plan to the
                  contrary, for Plan Years beginning after December 31, 1996,
                  the distribution of a Participant's benefits shall be made in
                  accordance with the following requirements and shall otherwise
                  comply with Code Section 401(a)(9) and the Regulations
                  thereunder (including Regulation 1.401(a)(9)-2), the
                  provisions of which are incorporated herein by reference:

                           (1) A Participant's benefits shall be distributed or
                           must begin to be distributed to him not later than
                           April 1st of the calendar year following the later of
                           (i) the calendar year in which the Participant
                           attains age 70 1/2 or (ii) the calendar year in which
                           the Participant retires, provided, however, that this
                           clause (ii) shall not apply in the case of a
                           Participant who is a "five (5) percent owner" at any
                           time during the Plan Year ending with or within the
                           calendar year in which such owner attains age 70 1/2.
                           Such distributions shall be equal to or greater than
                           any required distribution.

                           Alternatively, distributions to a Participant must
                           begin no later than the applicable April 1st as
                           determined under the preceding paragraph and must be
                           made over a period certain measured by the life
                           expectancy of the Participant (or the life
                           expectancies of the Participant and his designated
                           Beneficiary) in accordance with Regulations.

                           (2) Distributions to a Participant and his
                           Beneficiaries shall only be made in accordance with
                           the incidental death benefit requirements of Code
                           Section 401(a)(9)(G) and the Regulations thereunder.

                           (d) For purposes of this Section, the life expectancy
                  of a Participant and a Participant's spouse shall not be
                  redetermined in accordance with Code Section 401(a)(9)(D).
                  Life expectancy and joint and last survivor expectancy shall
                  be computed using the return multiples in Tables V and VI of
                  Regulation 1.72-9.

                           (e) All annuity Contracts under this Plan shall be
                  non-transferable when distributed. Furthermore, the terms of
                  any annuity Contract purchased and distributed to a
                  Participant or spouse shall comply with all of the
                  requirements of the Plan.

                                      -32-
<PAGE>

6.6      DISTRIBUTION OF BENEFITS UPON DEATH

                           (a) (1) The death benefit payable pursuant to Section
                           6.2 shall be paid to the Participant's Beneficiary
                           within a reasonable time after the Participant's
                           death by either of the following methods, as elected
                           by the Participant (or if no election has been made
                           prior to the Participant's death, by his Beneficiary)
                           subject, however, to the rules specified in Section
                           6.6(b):

                                    (i) One lump-sum payment in cash or in
                                    property.

                                    (ii) Payment in monthly, quarterly,
                                    semi-annual, or annual cash installments
                                    over a period to be determined by the
                                    Participant or his Beneficiary. After
                                    periodic installments commence, the
                                    Beneficiary shall have the right to direct
                                    the Trustee to reduce the period over which
                                    such periodic installments shall be made,
                                    and the Trustee shall adjust the cash amount
                                    of such periodic installments accordingly.

                                    (2) In the event the death benefit payable
                           pursuant to Section 6.2 is payable in installments,
                           then, upon the death of the Participant, the
                           Administrator may direct the Trustee to segregate the
                           death benefit into a separate account, and the
                           Trustee shall invest such segregated account
                           separately, and the funds accumulated in such account
                           shall be used for the payment of the installments.

                           (b) Notwithstanding any provision in the Plan to the
                  contrary, distributions upon the death of a Participant shall
                  be made in accordance with the following requirements and
                  shall otherwise comply with Code Section 401(a)(9) and the
                  Regulations thereunder. If it is determined pursuant to
                  Regulations that the distribution of a Participant's interest
                  has begun and the Participant dies before his entire interest
                  has been distributed to him, the remaining portion of such
                  interest shall be distributed at least as rapidly as under the
                  method of distribution selected pursuant to Section 6.5 as of
                  his date of death. If a Participant dies before he has begun
                  to receive any distributions of his interest under the Plan or
                  before distributions are deemed to have begun pursuant to
                  Regulations, then his death benefit shall be distributed to
                  his Beneficiaries by December 31st of the calendar year in
                  which the fifth anniversary of his date of death occurs.

                                    However, the 5-year distribution requirement
                  of the preceding paragraph shall not apply to any portion of
                  the deceased Participant's interest which is payable to or for
                  the benefit of a designated Beneficiary. In such event, such
                  portion shall be distributed over a period not extending
                  beyond the life expectancy of such designated Beneficiary
                  provided such distribution begins not later than December 31st
                  of the calendar year immediately following the calendar year
                  in which the Participant died. However, in the event the
                  Participant's spouse (determined as of the date of the
                  Participant's death) is his Beneficiary, the

                                      -33-
<PAGE>


                  requirement that distributions commence within one year of a
                  Participant's death shall not apply. In lieu thereof,
                  distributions must commence on or before the later of: (1)
                  December 31st of the calendar year immediately following the
                  calendar year in which the Participant died; or (2) December
                  31st of the calendar year in which the Participant would have
                  attained age 70 1/2. If the surviving spouse dies before
                  distributions to such spouse begin, then the 5-year
                  distribution requirement of this Section shall apply as if the
                  spouse was the Participant.

                           (c) For purposes of this Section, the life expectancy
                  of a Participant and a Participant's spouse shall not be
                  redetermined in accordance with Code Section 401(a)(9)(D).
                  Life expectancy and joint and last survivor expectancy shall
                  be computed using the return multiples in Tables V and VI of
                  Regulation 1.72-9.

6.7      TIME OF SEGREGATION OR DISTRIBUTION

                  Except as limited by Sections 6.5 and 6.6, whenever the
Trustee is to make a distribution or to commence a series of payments the
distribution or series of payments may be made or begun as soon as is
practicable. However, unless a Former Participant elects in writing to defer the
receipt of benefits (such election may not result in a death benefit that is
more than incidental), the payment of benefits shall begin not later than the
60th day after the close of the Plan Year in which the latest of the following
events occurs: (a) the date on which the Participant attains the earlier of age
65 or the Normal Retirement Age specified herein; (b) the 10th anniversary of
the year in which the Participant commenced participation in the Plan; or (c)
the date the Participant terminates his service with the Employer.

6.8      DISTRIBUTION FOR MINOR BENEFICIARY

                  In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

                  In the event that all, or any portion, of the distribution
payable to a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored
unadjusted for earnings or losses.

                                      -34-
<PAGE>

6.10     PRE-RETIREMENT DISTRIBUTION

                  At such time as a Participant shall have attained the age of
sixty-five (65) years, the Administrator, at the election of the Participant,
shall direct the Trustee to distribute all or a portion of the amount then
credited to the accounts maintained on behalf of the Participant while remaining
an Employee; provided that the amounts to be distributed were contributed to the
Plan at least 24 months prior to the date of withdrawal, unless the individual
has been a Participant in the Plan for at least five years in which case he may
withdraw any portion of his account regardless of when the contributions were
made to the Plan. A Participant may receive only one pre-retirement distribution
in any Plan Year. In the event that the Administrator makes such a distribution,
the Participant shall continue to be eligible to participate in the Plan on the
same basis as any other Employee. Any distribution made pursuant to this Section
shall be made in a manner consistent with Section 6.5, including, but not
limited to, all notice and consent requirements of Code Section 411(a)(11) and
the Regulations thereunder.

6.11     ADVANCE DISTRIBUTION FOR HARDSHIP

                  (a) The Administrator, at the election of the Participant,
         shall direct the Trustee to distribute to any Participant in any one
         Plan Year up to 50% of his Aggregate Account in the event he incurs and
         demonstrates the existence of a financial necessity. The determination
         of whether a Participant has a financial need shall be made by the
         Committee on a uniform and nondiscriminatory basis considering all
         relevant facts and circumstances and the best interest of the
         Participant. Any distribution made pursuant to this Section shall be
         deemed to be made as of the first day of the Plan Year or, if later,
         the Valuation Date immediately preceding the date of distribution, and
         the Participant's Aggregate Account shall be reduced accordingly.
         Notwithstanding the foregoing, no distribution made under this Section
         shall serve to reduce the Participant's Aggregate Account to an amount
         less than the sum of the Employer's contributions credited to such
         Aggregate Account (plus accretions thereon) during the two-year period
         immediately preceding the date of such distribution. Further, A
         Participant shall not be entitled to a distribution under this Section
         until he has withdrawn all amounts available for withdrawal from his
         Voluntary Contribution Account.

                  (b) Any distribution made pursuant to this Section shall be
         made in a manner which is consistent with and satisfies the provisions
         of Section 6.5, including, but not limited to, all notice and consent
         requirements of Code Section 411(a)(11) and the Regulations thereunder.

6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

                  All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under

                                      -35-
<PAGE>


the Plan. For the purposes of this Section, "alternate payee," "qualified
domestic relations order" and "earliest retirement age" shall have the meaning
set forth under Code Section 414(p).

6.13     DIRECT ROLLOVER

                  (a) Notwithstanding any provision of the Plan to the contrary
         that would otherwise limit a distributee's election under this Section,
         a distributee may elect, at the time and in the manner prescribed by
         the Administrator, to have any portion of an eligible rollover
         distribution that is equal to at least $500 paid directly to an
         eligible retirement plan specified by the distributee in a direct
         rollover.

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

                  (1) An eligible rollover distribution is any distribution of
                  all or any portion of the balance to the credit of the
                  distributee, except that an eligible rollover distribution
                  does not include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  distributee or the joint lives (or joint life expectancies) of
                  the distributee and the distributee's designated beneficiary,
                  or for a specified period of ten years or more; any
                  distribution to the extent such distribution is required under
                  Code Section 401(a)(9); the portion of any other distribution
                  that is not includible in gross income (determined without
                  regard to the exclusion for net unrealized appreciation with
                  respect to employer securities); and any other distribution
                  that is reasonably expected to total less than $200 during a
                  year.

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

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

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

                                      -36-
<PAGE>

                                  ARTICLE VII
                    AMENDMENT, TERMINATION, MERGERS AND LOANS

7.1      AMENDMENT

                  (a) The Employer shall have the right at any time to amend the
         Plan, subject to the limitations of this Section. However, any
         amendment which affects the rights, duties or responsibilities of the
         Trustee and Administrator, other than an amendment to remove the
         Trustee or Administrator, may only be made with the Trustee's and
         Administrator's written consent. Any such amendment shall become
         effective as provided therein upon its execution. The Trustee shall not
         be required to execute any such amendment unless the Trust provisions
         contained herein are a part of the Plan and the amendment affects the
         duties of the Trustee hereunder.

                  (b) No amendment to the Plan shall be effective if it
         authorizes or permits any part of the Trust Fund (other than such part
         as is required to pay taxes and administration expenses) to be used for
         or diverted to any purpose other than for the exclusive benefit of the
         Participants or their Beneficiaries or estates; or causes any reduction
         in the amount credited to the account of any Participant; or causes or
         permits any portion of the Trust Fund to revert to or become property
         of the Employer.

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

7.2      TERMINATION

                  (a) The Employer shall have the right at any time to terminate
         the Plan by delivering to the Trustee and Administrator written notice
         of such termination. Upon any full or partial termination, all amounts
         credited to the affected Participants' Accounts shall become 100%
         Vested as provided in Section 6.4 and shall not thereafter be subject
         to forfeiture, and all unallocated amounts shall be allocated to the
         accounts of all Participants in accordance with the provisions hereof.

                  (b) Upon the full termination of the Plan, the Employer shall
         direct the distribution of the assets of the Trust Fund to Participants
         in a manner which is consistent with and satisfies the provisions of
         Section 6.5. Distributions to a

                                      -37-
<PAGE>


         Participant shall be made in cash or in property or through the
         purchase of irrevocable nontransferable deferred commitments from an
         insurer. Except as permitted by Regulations, the termination of the
         Plan shall not result in the reduction of "Section 411(d)(6) protected
         benefits" in accordance with Section 7.1(c).

7.3      MERGER OR CONSOLIDATION

         This Plan may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan and trust only if the benefits
which would be received by a Participant of this Plan, in the event of a
termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d)(6) protected
benefits" in accordance with Section 7.1(c).

7.4      LOANS TO PARTICIPANTS

                  (a) The Trustee may, in the Trustee's discretion, make loans
         to Participants and Beneficiaries under the following circumstances:
         (1) loans shall be made available to all Participants and Beneficiaries
         on a reasonably equivalent basis; (2) loans shall not be made available
         to Highly Compensated Employees in an amount greater than the amount
         made available to other Participants and Beneficiaries; (3) loans shall
         bear a reasonable rate of interest; (4) loans shall be adequately
         secured; and (5) shall provide for repayment over a reasonable period
         of time.

                  (b) Loans made pursuant to this Section (when added to the
         outstanding balance of all other loans made by the Plan to the
         Participant) shall be limited to the lesser of:

                  (1) $50,000 reduced by the excess (if any) of the highest
                  outstanding balance of loans from the Plan to the Participant
                  during the one year period ending on the day before the date
                  on which such loan is made, over the outstanding balance of
                  loans from the Plan to the Participant on the date on which
                  such loan was made, or

                  (2) one-half (1/2) of the present value of the non-forfeitable
                  accrued benefit of the Participant under the Plan.

                      For purposes of this limit, all plans of the Employer
         shall be considered one plan.

                  (c) Loans shall provide for level amortization with payments
         to be made not less frequently than quarterly over a period not to
         exceed five (5) years. However, loans used to acquire any dwelling unit
         which, within a reasonable time, is to be used (determined at the time
         the loan is made) as a principal residence of the Participant shall
         provide for periodic repayment over a

                                      -38-
<PAGE>

         reasonable period of time that may exceed five (5) years. For this
         purpose, a principal residence has the same meaning as a principal
         residence under Code Section 1034. Loan repayments will be suspended
         under this Plan as permitted under Code Section 414(u)(4).

                  (d) Any loans granted or renewed shall be made pursuant to a
         Participant loan program. Such loan program shall be established in
         writing and must include, but need not be limited to, the following:

         (1) the identity of the person or positions authorized to administer
         the Participant loan program;

         (2) a procedure for applying for loans;

         (3) the basis on which loans will be approved or denied;

         (4) limitations, if any, on the types and amounts of loans offered;

         (5) the procedure under the program for determining a reasonable rate
         of interest;

         (6) the types of collateral which may secure a Participant loan; and

         (7) the events constituting default and the steps that will be taken to
         preserve Plan assets.

                      Such Participant loan program shall be contained in a
         separate written document which, when properly executed, is hereby
         incorporated by reference and made a part of the Plan. Furthermore,
         such Participant loan program may be modified or amended in writing
         from time to time without the necessity of amending this Section.

                  (e) The spouse of a Participant who is legally married at the
         date the loan proceeds are to be distributed to the Participant must
         give written consent to such loan.

                                  ARTICLE VIII
                                    TOP HEAVY

8.1      TOP HEAVY PLAN REQUIREMENTS

         For any Top Heavy Plan Year, the Plan shall provide the special
vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan
and the special minimum allocation requirements of Code Section 416(c) pursuant
to Section 4.3 of the Plan.

                                      -39-
<PAGE>

8.2      DETERMINATION OF TOP HEAVY STATUS

                  (a) This Plan shall be a Top Heavy Plan for any Plan Year in
         which, as of the Determination Date, (1) the Present Value of Accrued
         Benefits of Key Employees and (2) the sum of the Aggregate Accounts of
         Key Employees under this Plan and all plans of an Aggregation Group,
         exceeds sixty percent (60%) of the Present Value of Accrued Benefits
         and the Aggregate Accounts of all Key and Non-Key Employees under this
         Plan and all plans of an Aggregation Group.

                      If any Participant is a Non-Key Employee for any Plan
         Year, but such Participant was a Key Employee for any prior Plan Year,
         such Participant's Present Value of Accrued Benefit and/or Aggregate
         Account balance shall not be taken into account for purposes of
         determining whether this Plan is a Top Heavy or Super Top Heavy Plan
         (or whether any Aggregation Group which includes this Plan is a Top
         Heavy Group). In addition, if a Participant or Former Participant has
         not performed any services for any Employer maintaining the Plan at any
         time during the five year period ending on the Determination Date, any
         accrued benefit for such Participant or Former Participant shall not be
         taken into account for the purposes of determining whether this Plan is
         a Top Heavy or Super Top Heavy Plan.

                  (b) This Plan shall be a Super Top Heavy Plan for any Plan
         Year in which, as of the Determination Date, (1) the Present Value of
         Accrued Benefits of Key Employees and (2) the sum of the Aggregate
         Accounts of Key Employees under this Plan and all plans of an
         Aggregation Group, exceeds ninety percent (90%) of the Present Value of
         Accrued Benefits and the Aggregate Accounts of all Key and Non-Key
         Employees under this Plan and all plans of an Aggregation Group.

                  (c) Aggregate Account: A Participant's Aggregate Account as of
         the Determination Date is the sum of:

                  (1) his Participant's Account balance as of the most recent
                  valuation occurring within a twelve (12) month period ending
                  on the Determination Date;

                  (2) an adjustment for any contributions due as of the
                  Determination Date. Such adjustment shall be the amount of any
                  contributions actually made after the Valuation Date but due
                  on or before the Determination Date, except for the first Plan
                  Year when such adjustment shall also reflect the amount of any
                  contributions made after the Determination Date that are
                  allocated as of a date in that first Plan Year.

                  (3) any Plan distributions made within the Plan Year that
                  includes the Determination Date or within the four (4)
                  preceding Plan Years. However, in the case of distributions
                  made after the Valuation Date and prior to the Determination
                  Date, such distributions are not included as distributions for

                                      -40-
<PAGE>

                  top heavy purposes to the extent that such distributions are
                  already included in the Participant's Aggregate Account
                  balance as of the Valuation Date. Notwithstanding anything
                  herein to the contrary, all distributions, including
                  distributions under a terminated plan which if it had not been
                  terminated would have been required to be included in an
                  Aggregation Group, will be counted. Further, distributions
                  from the Plan (including the cash value of life insurance
                  policies) of a Participant's account balance because of death
                  shall be treated as a distribution for the purposes of this
                  paragraph.

                  (4) any Employee contributions, whether voluntary or
                  mandatory. However, amounts attributable to tax deductible
                  qualified voluntary employee contributions shall not be
                  considered to be a part of the Participant's Aggregate Account
                  balance.

                  (5) with respect to unrelated rollovers and plan-to-plan
                  transfers (ones which are both initiated by the Employee and
                  made from a plan maintained by one employer to a plan
                  maintained by another employer), if this Plan provides the
                  rollovers or plan-to-plan transfers, it shall always consider
                  such rollovers or plan-to-plan transfers as a distribution for
                  the purposes of this Section. If this Plan is the plan
                  accepting such rollovers or plan-to-plan transfers, it shall
                  not consider such rollovers or plan-to-plan transfers as part
                  of the Participant's Aggregate Account balance.

                  (6) with respect to related rollovers and plan-to-plan
                  transfers (ones either not initiated by the Employee or made
                  to a plan maintained by the same employer), if this Plan
                  provides the rollover or plan-to-plan transfer, it shall not
                  be counted as a distribution for purposes of this Section. If
                  this Plan is the plan accepting such rollover or plan-to-plan
                  transfer, it shall consider such rollover or plan-to-plan
                  transfer as part of the Participant's Aggregate Account
                  balance, irrespective of the date on which such rollover or
                  plan-to-plan transfer is accepted.

                  (7) For the purposes of determining whether two employers are
                  to be treated as the same employer in (5) and (6) above, all
                  employers aggregated under Code Section 414(b), (c), (m) and
                  (o) are treated as the same employer.

                  (d) "Aggregation Group" means either a Required Aggregation
         Group or a Permissive Aggregation Group as hereinafter determined.

                  (1) Required Aggregation Group: In determining a Required
                  Aggregation Group hereunder, each plan of the Employer in
                  which a Key Employee is a participant in the Plan Year
                  containing the Determination Date or any of the four preceding
                  Plan Years, and each other plan of the Employer which enables
                  any plan in which a Key Employee participates to meet the
                  requirements of Code Sections 401(a)(4) or 410, will be

                                      -41-
<PAGE>
                  required to be aggregated. Such group shall be known as a
                  Required Aggregation Group.

                  In the case of a Required Aggregation Group, each plan in the
                  group will be considered a Top Heavy Plan if the Required
                  Aggregation Group is a Top Heavy Group. No plan in the
                  Required Aggregation Group will be considered a Top Heavy Plan
                  if the Required Aggregation Group is not a Top Heavy Group.

                  (2) Permissive Aggregation Group: The Employer may also
                  include any other plan not required to be included in the
                  Required Aggregation Group, provided the resulting group,
                  taken as a whole, would continue to satisfy the provisions of
                  Code Sections 401(a)(4) and 410. Such group shall be known as
                  a Permissive Aggregation Group.

                  In the case of a Permissive Aggregation Group, only a plan
                  that is part of the Required Aggregation Group will be
                  considered a Top Heavy Plan if the Permissive Aggregation
                  Group is a Top Heavy Group. No plan in the Permissive
                  Aggregation Group will be considered a Top Heavy Plan if the
                  Permissive Aggregation Group is not a Top Heavy Group.

                  (3) Only those plans of the Employer in which the
                  Determination Dates fall within the same calendar year shall
                  be aggregated in order to determine whether such plans are Top
                  Heavy Plans.

                  (4) An Aggregation Group shall include any terminated plan of
                  the Employer if it was maintained within the last five (5)
                  years ending on the Determination Date.

                  (e) "Determination Date" means (a) the last day of the
         preceding Plan Year, or (b) in the case of the first Plan Year, the
         last day of such Plan Year.

                  (f) Present Value of Accrued Benefit: In the case of a defined
         benefit plan, the Present Value of Accrued Benefit for a Participant
         other than a Key Employee, shall be as determined using the single
         accrual method used for all plans of the Employer and Affiliated
         Employers, or if no such single method exists, using a method which
         results in benefits accruing not more rapidly than the slowest accrual
         rate permitted under Code Section 411(b)(1)(C). The determination of
         the Present Value of Accrued Benefit shall be determined as of the most
         recent Valuation Date that falls within or ends with the 12-month
         period ending on the Determination Date except as provided in Code
         Section 416 and the Regulations thereunder for the first and second
         plan years of a defined benefit plan.

                  (g) "Top Heavy Group" means an Aggregation Group in which, as
         of the Determination Date, the sum of:

                                      -42-
<PAGE>

                           (1) the Present Value of Accrued Benefits of Key
                           Employees under all defined benefit plans included in
                           the group, and

                           (2) the Aggregate Accounts of Key Employees under all
                           defined contribution plans included in the group,

                                     exceeds sixty percent (60%) of a similar
                           sum determined for all Participants.

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1      PARTICIPANT'S RIGHTS

            This Plan shall not be deemed to constitute a contract between
the Employer and any Participant or to be a consideration or an inducement for
the employment of any Participant or Employee. Nothing contained in this Plan
shall be deemed to give any Participant or Employee the right to be retained in
the service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

9.2      ALIENATION

                  (a) Subject to the exceptions provided below, no benefit which
         shall be payable out of the Trust Fund to any person (including a
         Participant or his Beneficiary) shall be subject in any manner to
         anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance, or charge, and any attempt to anticipate, alienate, sell,
         transfer, assign, pledge, encumber, or charge the same shall be void;
         and no such benefit shall in any manner be liable for, or subject to,
         the debts, contracts, liabilities, engagements, or torts of any such
         person, nor shall it be subject to attachment or legal process for or
         against such person, and the same shall not be recognized by the
         Trustee, except to such extent as may be required by law.

                  (b) This provision shall not apply to the extent a Participant
         or Beneficiary is indebted to the Plan, as a result of a loan from the
         Plan. At the time a distribution is to be made to or for a
         Participant's or Beneficiary's benefit, such proportion of the amount
         distributed as shall equal such loan indebtedness shall be paid by the
         Trustee to the Trustee or the Administrator, at the direction of the
         Administrator, to apply against or discharge such loan indebtedness.
         Prior to making a payment, however, the Participant or Beneficiary must
         be given written notice by the Administrator that such loan
         indebtedness is to be so paid in whole or part from his Participant's
         Account. If the Participant or Beneficiary does not agree that the loan
         indebtedness is a valid claim against his Vested Participant's Account,
         he shall be entitled to a review of the validity of the claim in
         accordance with procedures provided in Sections 2.7 and 2.8.

                                      -43-
<PAGE>

                  (c) This provision shall not apply to a "qualified domestic
         relations order" defined in Code Section 414(p), and those other
         domestic relations orders permitted to be so treated by the
         Administrator under the provisions of the Retirement Equity Act of
         1984. The Administrator shall establish a written procedure to
         determine the qualified status of domestic relations orders and to
         administer distributions under such qualified orders. Further, to the
         extent provided under a "qualified domestic relations order," a former
         spouse of a Participant shall be treated as the spouse or surviving
         spouse for all purposes under the Plan.

                  (d) This provision shall not apply to an offset to a
         Participant's accrued benefit against an amount that the Participant is
         ordered or required to pay the Plan with respect to a judgment, order,
         or decree issued, or a settlement entered into, on or after August 5,
         1997, in accordance with Code Sections 401(a)(13)(C) and (D).

9.3      CONSTRUCTION OF PLAN

                  This Plan shall be construed and enforced according to the Act
and the laws of the State of Ohio, other than its laws respecting choice of law,
to the extent not preempted by the Act.

9.4      GENDER AND NUMBER

                  Wherever any words are used herein in the masculine, feminine
or neuter gender, they shall be construed as though they were also used in
another gender in all cases where they would so apply, and whenever any words
are used herein in the singular or plural form, they shall be construed as
though they were also used in the other form in all cases where they would so
apply.

9.5      LEGAL ACTION

                  In the event any claim, suit, or proceeding is brought
regarding the Trust and/or Plan established hereunder to which the Trustee, the
Employer or the Administrator may be a party, and such claim, suit, or
proceeding is resolved in favor of the Trustee, the Employer or the
Administrator, they shall be entitled to be reimbursed from the Trust Fund for
any and all costs, attorney's fees, and other expenses pertaining thereto
incurred by them for which they shall have become liable.

9.6      PROHIBITION AGAINST DIVERSION OF FUNDS

                  (a) Except as provided below and otherwise specifically
         permitted by law, it shall be impossible by operation of the Plan or of
         the Trust, by termination of either, by power of revocation or
         amendment, by the happening of any contingency, by collateral
         arrangement or by any other means, for any part of the corpus or income
         of any trust fund maintained pursuant to the Plan or any funds
         contributed thereto to be used for, or diverted to, purposes other than
         the exclusive benefit of Participants, Retired Participants, or their
         Beneficiaries.

                                      -44-
<PAGE>

                  (b) In the event the Employer shall make an excessive
         contribution under a mistake of fact pursuant to Act Section
         403(c)(2)(A), the Employer may demand repayment of such excessive
         contribution at any time within one (1) year following the time of
         payment and the Trustees shall return such amount to the Employer
         within the one (1) year period. Earnings of the Plan attributable to
         the excess contributions may not be returned to the Employer but any
         losses attributable thereto must reduce the amount so returned.

9.7      BONDING

                  Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond, $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such item, is used in Act Section 4121a)(2)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Employer.

9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

                  Neither the Employer, the Administrator, nor the Trustee, nor
their successors shall be responsible for the validity of any Contract issued
hereunder or for the failure on the part of the insurer to make payments
provided by any such Contract, or for the action of any person which may delay
payment or render a Contract null and void or unenforceable in whole or in part.

9.9      INSURER'S PROTECTIVE CLAUSE

                  Any insurer who shall issue Contracts hereunder shall not have
any responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

9.10     RECEIPT AND RELEASE FOR PAYMENTS

                  Any payment to any Participant, his legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan, shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer, either of whom may require such Participant, legal

                                      -45-
<PAGE>

representative, Beneficiary, guardian or committee, as a condition precedent to
such payment, to execute a receipt and release thereof in such form as shall be
determined by the Trustee or Employer.

9.11     ACTION BY THE EMPLOYER

                  Whenever the Employer under the terms of the Plan is permitted
or required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

                  The "named Fiduciaries" of this Plan are (1) the Employer and
(2) the Administrator. The Trustee shall be a Fiduciary but not a named
Fiduciary. The named Fiduciaries shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under the Plan
or as accepted by or assigned to them pursuant to any procedure provided under
the Plan, including but not limited to any agreement allocating or delegating
their responsibilities, the terms of which are incorporated herein by reference.
In general, unless otherwise indicated herein or pursuant to such agreements,
the Employer shall have the duties specified in Article II hereof, as the same
may be allocated or delegated thereunder, including but not limited to the
responsibility for making the contributions provided for under Section 4.1; and
shall have the authority to appoint and remove the Trustee and the
Administrator; to formulate the Plan's "funding policy and method"; and to amend
or terminate, in whole or in part, the Plan. The Administrator shall have the
responsibility for the administration of the Plan, including but not limited to
the items specified in Article II of the Plan, as the same may be allocated or
delegated thereunder. The Trustee shall have the responsibility of management
and control of the assets held under the Trust, except to the extent directed
pursuant to Article II or with respect to those assets, the management of which
has been assigned to an Investment Manager, who shall be solely responsible for
the management of the assets assigned to it, all as specifically provided in the
Plat and any agreement with the Trustee. Each named Fiduciary warrants that any
directions given, information furnished, or action taken by it shall be in
accordance with the provisions of the Plan, authorizing or providing for such
direction, information or action. Furthermore, each named Fiduciary may rely
upon any such direction, information or action of another named Fiduciary as
being proper under the Plan, and is not required under the Plan to inquire into
the propriety of any such direction, information or action. It is intended under
the Plan that each named Fiduciary shall be responsible for the proper exercise
of its own powers, duties, responsibilities and obligations under the Plan as
specified or allocated herein. No named Fiduciary shall guarantee the Trust Fund
in any manner against investment loss or depreciation in asset value. Any person
or group may serve in more than one Fiduciary capacity. In the furtherance of
their responsibilities hereunder, the "named Fiduciaries" shall be empowered to
interpret the Plan and Trust and to resolve ambiguities, inconsistencies and
omissions, which findings shall be binding, final and conclusive.

9.13     HEADINGS

                  The headings and subheadings of this Plan have been inserted
for convenience of reference and are to be ignored in any construction of the
provisions hereof.

                                      -46-
<PAGE>

9.14     APPROVAL BY INTERNAL REVENUE SERVICE

                  (a) Notwithstanding anything herein to the contrary,
         contributions to this Plan are conditioned upon the initial
         qualification of the Plan under Code Section 401. If the Plan receives
         an adverse determination with respect to its initial qualification,
         then the Plan may return such contributions to the Employer within one
         year after such determination, provided the application for the
         determination is made by the time prescribed by law for filing the
         Employer's return for the taxable year in which the Plan was adopted,
         or such later date as the Secretary of the Treasury may prescribe.

                  (b) Notwithstanding any provisions to the contrary, except
         Sections 3.5, 3.6, and 4.1(b), any contribution by the Employer to the
         Trust Fund is conditioned upon the deductibility of the contribution by
         the Employer under the Code and, to the extent any such deduction is
         disallowed, the Employer may, within one (1) year following the
         disallowance of the deduction, demand repayment of such disallowed
         contribution and the Trustee shall return such contribution within one
         (1) year following the disallowance. Earnings of the Plan attributable
         to the excess contribution may not be returned to the Employer, but any
         losses attributable thereto must reduce the amount so returned.

9.15     UNIFORMITY

                  All provisions of this Plan shall be interpreted and applied
in a uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.

                                   ARTICLE X
                             PARTICIPATING EMPLOYERS

10.1     ADOPTION BY OTHER EMPLOYERS

                  Notwithstanding anything herein to the contrary, with the
consent of the Employer and Trustee, any other corporation or entity, whether an
affiliate or subsidiary or not, may adopt this Plan and all of the provisions
hereof, and participate herein and be known as a Participating Employer, by a
properly executed document evidencing said intent and will of such Participating
Employer.

10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS

                  (a) Each such Participating Employer shall be required to use
         the same Trustee as provided in this Plan.

                  (b) The Trustee may, but shall not be required to, commingle,
         hold and invest as one Trust Fund all contributions made by
         Participating Employers, as well as all increments thereof. However,
         the assets of the Plan shall, on an ongoing basis, be available to pay
         benefits to all Participants and Beneficiaries

                                      -47-
<PAGE>


         under the Plan without regard to the Employer or Participating Employer
         who contributed such assets.

                  (c) The transfer of any Participant from or to an Employer
         participating in this Plan, whether he be an Employee of the Employer
         or a Participating Employer, shall not affect such Participant's rights
         under the Plan, and all amounts credited to such Participant's Account
         as well as his accumulated service time with the transferor or
         predecessor, and his length of participation in the Plan, shall
         continue to his credit.

                  (d) All rights and values forfeited by termination of
         employment shall inure only to the benefit of the Participants of the
         Employer or Participating Employer by which the forfeiting Participant
         was employed, except if the Forfeiture is for an Employee whose
         Employer is an Affiliated Employer, then said Forfeiture shall be
         apportioned to the Employer and Participating Employers who are
         Affiliated Employers and be used to reduce contributions to the Plan.
         Should an Employee of one ("First") Employer be transferred to an
         associated ("Second") Employer which is an Affiliated Employer, such
         transfer shall not cause his account balance (generated while an
         Employee of "First" Employer) in any manner, or by any amount to be
         forfeited. Such Employee's Participant Account balance for all purposes
         of the Plan, including length of service, shall be considered as though
         he had always been employed by the "Second" Employer and as such had
         received contributions, forfeitures, earnings or losses, and
         appreciation or depreciation in value of assets totaling the amount so
         transferred.

                  (e) Any expenses of the Trust which are to be paid by the
         Employer or borne by the Trust Fund shall be paid by each Participating
         Employer in the same proportion that the total amount standing to the
         credit of all Participants employed by such Employer bears to the total
         standing to the credit of all Participants.

10.3     DESIGNATION OF AGENT

                  Each Participating Employer shall be deemed to be a party to
this Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for the purpose of this Plan, each Participating
Employer shall be deemed to have designated irrevocably the Employer as its
agent. Unless the context of the Plan clearly indicates the contrary, the word
"Employer" shall be deemed to include each Participating Employer as related to
its adoption of the Plan.

10.4     EMPLOYEE TRANSFERS

                  It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility. No such
transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

                                      -48-
<PAGE>

10.5     PARTICIPATING EMPLOYER CONTRIBUTION

                  Any contribution subject to allocation during each Plan Year
shall be allocated only among those Participants of the Employer or
Participating Employer making the contribution, except if the contribution is
made by an Affiliated Employer, in which event such contribution shall be
allocated among all Participants of all Participating Employers who are
Affiliated Employers in accordance with the provisions of this Plan. On the
basis of the information furnished by the Administrator, the Trustee shall keep
separate books and records concerning the affairs of each Participating Employer
hereunder and as to the accounts and credits of the Employees of each
Participating Employer. The Trustee may, but need not, register Contracts so as
to evidence that a particular Participating Employer is the interested Employer
hereunder, but in the event of an Employee transfer from one Participating
Employer to another, the employing Employer shall immediately notify the Trustee
thereof.

10.6     AMENDMENT

                  Amendment of this Plan by the Employer at any time when there
shall be a Participating Employer hereunder shall be by the written action of
the Employer acting on behalf of the Participating Employers and with the
consent of the Trustee where such consent is necessary in accordance with the
terms of this Plan.

10.7     DISCONTINUANCE OF PARTICIPATION

                  Any Participating Employer shall be permitted to discontinue
or revoke its participation in the Plan. At the time of any such discontinuance
or revocation, satisfactory evidence thereof and of any applicable conditions
imposed shall be delivered to the Trustee. The Trustee shall thereafter
transfer, deliver and assign Contracts and other Trust Fund assets allocable to
the Participants of such Participating Employer to such new Trustee as shall
have been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees, provided however, that no
such transfer shall be made if the result is the elimination or reduction of any
"Section 411(d)(6) protected benefits" in accordance with Section 7.1(c). If no
successor is designated, the Trustee shall retain such assets for the Employees
of said Participating Employer pursuant to the provisions of the Trust. In no
such event shall any part of the corpus or income of the Trust as it relates to
such Participating Employer be used for or diverted to purposes other than for
the exclusive benefit of the Employees of such Participating Employer.

10.8     ADMINISTRATOR'S AUTHORITY

                  The Administrator shall have authority to make any and all
necessary rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.

10.9     PARTICIPATING EMPLOYER CONTRIBUTION FOR AFFILIATE

                  If any Participating Employer is prevented in whole or in part
from making a contribution to the Trust Fund which it would otherwise have made
under the Plan by reason of having no current or accumulated earnings or
profits, or because such earnings or profits are less

                                      -49-
<PAGE>


than the contribution which it would otherwise have made, then, pursuant to Code
Section 404(a)(3)(B), so much of the contribution which such Participating
Employer was so prevented from making may be made, for the benefit of the
participating employees of such Participating Employer, by the other
Participating Employers who are members of the same affiliated group within the
meaning of Code Section 1504 to the extent of their current or accumulated
earnings or profits, except that such contribution by each such other
Participating Employer shall be limited to the proportion of its total current
and accumulated earnings or profits remaining after adjustment for its
contribution to the Plan made without regard to this paragraph which the total
prevented contribution bears to the total current and accumulated earnings or
profits of all the Participating Employers remaining after adjustment for all
contributions made to the Plan without regard to this paragraph.

                  A Participating Employer on behalf of whose employees a
contribution is made under this paragraph shall not reimburse the contributing
Participating Employers.

                  IN WITNESS WHEREOF, this Plan has been executed the day and
year first above written.

                                     Preformed Line Products Company



                                     By      /s/ John J. Herda
                                       -------------------------------------
                                         EMPLOYER

                                         JOHN J. HERDA
                                         VP-FINANCE
                                         (440) 461-5200



                                      -50-
<PAGE>
                             FIRST AMENDMENT TO THE
                         PREFORMED LINE PRODUCTS COMPANY
                     SALARIED EMPLOYEES' PROFIT SHARING PLAN


WHEREAS, Preformed Line Products Company (hereinafter, the "Employer") adopted a
restatement of the Preformed Line Products Company Salaried Employees' Profit
Sharing Plan (hereinafter, the "Plan") effective as of January 1, 2000;

WHEREAS, the Employer has the ability to amend the Plan pursuant to Section 10.6
thereof; and

WHEREAS, the Employer now desires to amend the Plan to allow partial
distributions of the accounts maintained on behalf of Terminated Participants;

NOW, THEREFORE, the Employer hereby amends the Plan in the following respects,
effective as of January 1, 2000;

1.       Section 6.5 Distribution of Benefits -- Section 6.5(a) is added to read
         in its entirety as follows:

                  (3) Partial payment in any amount shall be allowed as elected
                  by the Participant or his Beneficiary.

2.       In all other respects, the terms of this Plan are hereby ratified and
         confirmed.

IN WITNESS WHEREOF, the Employer has caused this First Amendment to be executed
in duplicate counterparts, each of which shall be considered as an original,
this 21st day of August, 2000.

                                   PREFORMED LINE PRODUCTS COMPANY



/s/ Sharon O'Flanagan              By: /s/ Eric R. Graef
----------------------                -----------------------------------------
Witness                                    Employer