<PAGE>

                                                                   EXHIBIT 10.10

                           AMENDMENT AND RESTATEMENT

                                      OF

                             WHITTAKER CORPORATION
                            EMPLOYEES' PENSION PLAN
                                        
<PAGE>
 
                             WHITTAKER CORPORATION
                            EMPLOYEES' PENSION PLAN



     Whittaker Corporation, a Delaware corporation, hereinafter referred to as
the "Company," hereby adopts the defined benefit pension plan set forth below
(the "Plan") as an amendment and complete restatement of its current defined
benefit pension plan. The Plan is a defined benefit pension plan intended to
qualify under Section 401 of the Code, and the trust established pursuant to the
Plan is an employees' trust intended to constitute a tax-exempt organization
under Section 501 of the Code. The provisions of the Plan as amended and
restated herein shall only apply to Participants who terminate employment after
the Effective Date, except as otherwise required by law for those provisions
pursuant to the Tax Reform Act of 1986 (TRA '86) and subsequent legislation
including but not limited to the Consolidated Omnibus Budget Reconciliation Act
which are effective respectively as of January 1, 1989, January 1, 1990, January
1, 1991, January 1, 1992 and January 1, 1993.

     This 1994 amendment and restatement incorporates all amendments made to the
1988 amendment and restatement and also serves to further document the Company's
intention to freeze the accrual of benefits under the Plan as of October 31,
1994 by ceasing to count as Plan Compensation and Final Average Earnings any
remuneration paid after December 31, 1994 and as Benefit Service any period of
employment after October 31, 1994. Vested Service, however, will continue to
accrue in accordance with the applicable Plan provisions.
<PAGE>
 
                             WHITTAKER CORPORATION
                            EMPLOYEES' PENSION PLAN

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>         <C>                                                             <C>   
ARTICLE I - DEFINITIONS..................................................    I-1 
     1.01   Accrued Benefit..............................................    I-1   
     1.02   Actuarial Equivalent.........................................    I-1   
     1.03   Adjustment Factor............................................    I-2   
     1.04   Affiliated Company...........................................    I-2   
     1.05   Applicable Interest Rate.....................................    I-2   
     1.06   Beneficiary..................................................    I-2   
     1.07   Benefit Commencement Date....................................    I-2   
     1.08   Benefit Service..............................................    I-3   
     1.09   Board........................................................    I-4   
     1.10   Code.........................................................    I-4   
     1.11   Committee....................................................    I-4   
     1.12   Company......................................................    I-4   
     1.13   Compensation.................................................    I-4   
     1.14   Day of Service...............................................    I-7   
     1.15   Defined Benefit Dollar Limitation............................    I-8   
     1.16   Defined Benefit Plan.........................................    I-8   
     1.17   Defined Contribution Dollar Limitation.......................    I-9   
     1.18   Defined Contribution Plan....................................    I-9   
     1.19   Disability...................................................    I-9   
     1.20   Early Retirement Age.........................................    I-9   
     1.21   Effective Date...............................................    I-9   
     1.22   Eligible Spouse..............................................    I-9   
     1.23   Employee.....................................................    I-9   
     1.24   Enrolled Actuary.............................................    I-9   
     1.25   ERISA........................................................    I-9   
     1.26   Final Average Earnings.......................................   I-10   
     1.27   Includable Compensation......................................   I-11   
     1.28   Investment Advisory Committee................................   I-11   
     1.29   Investment Manager...........................................   I-12   
     1.30   Leased Employee..............................................   I-12   
     1.31   Limitation Year..............................................   I-12   
     1.32   Minimum Accrual..............................................   I-12   
     1.33   Minimum Benefit..............................................   I-12    
</TABLE> 

                                      (i)
<PAGE>
 
<TABLE> 
<S>         <C>                                                            <C>    
     1.34   Normal Benefit..............................................    I-12   
     1.35   Normal Retirement Age.......................................    I-12   
     1.36   Normal Retirement Benefit...................................    I-13   
     1.37   One Year Break in Service...................................    I-13   
     1.38   Participant.................................................    I-13   
     1.39   Participating Company.......................................    I-13   
     1.40   Plan........................................................    I-13   
     1.41   Plan Year...................................................    I-14   
     1.42   Qualified Joint and Survivor Annuity........................    I-14   
     1.43   Qualified Plan..............................................    I-14   
     1.44   Qualified Pre-retirement Survivor Annuity...................    I-14   
     1.45   Severance...................................................    I-14   
     1.46   Social Security Benefit.....................................    I-14   
     1.47   Social Security Retirement Age..............................    I-15   
     1.48   Top-Heavy Plan..............................................    I-15   
     1.49   Trust Agreement.............................................    I-15   
     1.50   Trust Fund..................................................    I-16   
     1.51   Trustee.....................................................    I-16   
     1.52   Vested Service..............................................    I-16   
     1.53   Welfare Benefit Fund........................................    I-17   
                                                                                  
ARTICLE II - ELIGIBILITY TO PARTICIPATE.................................    II-1  
     2.01   Initial Eligibility to Participate..........................    II-1  
     2.02   Subsequent Eligibility to Participate.......................    II-1  
     2.03   Exclusions from Participation...............................    II-1  
     2.04   Participation Following a Severance.........................    II-3  
     2.05   Leased Employees............................................    II-4  
     2.06   Participation Freeze........................................    II-5  
                                                                                  
ARTICLE III - PARTICIPANT CONTRIBUTIONS.................................   III-1  
     3.01   Participant Contributions Prohibited........................   III-1  
                                                                                  
ARTICLE IV - PARTICIPATING COMPANY CONTRIBUTIONS........................    IV-1  
     4.01   Amount of Contribution......................................    IV-1  
     4.02   Time of Payment.............................................    IV-1  
                                                                                  
ARTICLE V - RETIREMENT BENEFITS.........................................     V-1  
     5.01   Severance on or After Normal Retirement Age.................     V-1  
     5.02   Severance Before Normal Retirement Age......................     V-1  
     5.03   Determination of Benefit....................................     V-2  
     5.04   Code Section 415 Limitations................................    V-14  
     5.05   Forms of Retirement Benefits................................    V-22  
     5.06   Special Annuity Provisions..................................    V-24   
</TABLE> 

                                      (ii)
<PAGE>
 
<TABLE> 
<S>         <C>                                                           <C>     
     5.07   Rules Governing Distributions...............................    V-25  
     5.08   Relevant Information........................................    V-28  
     5.09   Benefits Upon Reemployment..................................    V-28  
     5.10   Suspension of Benefits......................................    V-28  
     5.11   Prohibition Against Reduction of Accrued Benefit............    V-30  
     5.12   Withholding on Payment of Benefits..........................    V-30   
                                                                        
ARTICLE VI - DEATH BENEFITS.............................................    VI-1 
     6.01   Spousal Death Benefit.......................................    VI-1 
     6.02   Commencement of Benefit.....................................    VI-1 
     6.03   Certain Spouses.............................................    VI-1 
     6.04   Cost of Coverage............................................    VI-2  
                                                                        
ARTICLE VII - VESTING...................................................   VII-1 
     7.01   Vested Benefit..............................................   VII-1 
     7.02   Aggregation of Year's of Vested Service.....................   VII-2 
     7.03   Unclaimed Benefits..........................................   VII-3 
     7.04   Application of Forfeited Amounts............................   VII-4  
                                                                        
ARTICLE VIII - DESIGNATION OF BENEFICIARY...............................  VIII-1 
     8.01   Designation of Beneficiary..................................  VIII-1 
     8.02   Failure to Designate Beneficiary............................  VIII-1  
                                                                        
ARTICLE IX - TOP-HEAVY PLAN PROVISIONS..................................    IX-1
     9.01   Priority over Other Plan Provisions.........................    IX-1
     9.02   Definitions.................................................    IX-1
     9.03   Compensation Taken Into Account.............................    IX-4
     9.04   Minimum Benefit.............................................    IX-5
     9.05   Minimum Vesting.............................................    IX-7
     9.06   Modification of Aggregate Benefit Limit.....................    IX-8 
                                                                        
ARTICLE X - ADMINISTRATIVE PROCEDURES...................................     X-1 
     10.01  Appointment of Committee Members............................     X-1 
     10.02  Officers and Employees of the Committee.....................     X-1 
     10.03  Action of the Committee.....................................     X-1 
     10.04  Disqualification of Committee Member........................     X-1 
     10.05  Expenses of the Committee...................................     X-1 
     10.06  Bonding and Compensation....................................     X-2 
     10.07  General Powers and Duties of the Committee..................     X-2 
     10.08  Specific Powers and Duties of the Committee.................     X-2 
     10.09  Allocation of Fiduciary Responsibility......................     X-4 
     10.10  Information to be Submitted to the Committee................     X-4 
     10.11  Notices, Statements and Reports.............................     X-5 
     10.12  Claims Procedure............................................     X-5 
</TABLE> 

                                     (iii)
<PAGE>
 
<TABLE> 
<S>         <C>                                                           <C>      
     10.13  Service of Process..........................................     X-7 
     10.14  Payment to Minors or Persons Under Legal Disability.........     X-8 
     10.15  Uniform Application of Rules and Policies...................     X-8 
     10.16  Funding Policy..............................................     X-8  
                                                                        
ARTICLE XI  INVESTMENT OF PLAN ASSETS...................................    XI-1 
     11.01  Trust Fund Investments......................................    XI-1 
     11.02  General Responsibility and Authority for Investment of 
            Trust Assets................................................    XI-1
     11.03  The Trust Agreement.........................................    XI-5 
     11.04  Loans Prohibited............................................    XI-5 
     11.05  Appointment of Investment Advisory Committee Members........    XI-5 
     11.06  Officers and Employees of the Investment Advisory Committee.    XI-5 
     11.07  Action of the Investment Advisory Committee.................    XI-5 
     11.08  Disqualification of Investment Advisory Committee Member....    XI-6 
     11.09  Expenses of the Investment Advisory Committee...............    XI-6 
     11.10  Bonding and Compensation....................................    XI-6  
                                                                        
ARTICLE XII TERMINATION AND PARTIAL TERMINATION.........................   XII-1 
     12.01  Continuance of Plan.........................................   XII-1 
     12.02  Complete Vesting............................................   XII-1 
     12.03  Allocation of Assets........................................   XII-1 
     12.04  Withdrawal by Participating Company.........................   XII-2 
     12.05  Prevention of Discrimination on Early Termination...........   XII-2 
     12.06  Residual Assets.............................................  XII-10  
                                                                        
ARTICLE XIII - AMENDMENT OF THE PLAN....................................  XIII-1 
     13.01  Right of Company to Amend Plan..............................  XIII-1 
     13.02  Amendment Procedure.........................................  XIII-2 
     13.03  Effect on Other Participating Companies.....................  XIII-2  
                                                                        
ARTICLE XIV - ADOPTION OF PLAN BY AFFILIATED COMPANIES..................   XIV-1
     14.01  Adoption Procedure..........................................   XIV-1
     14.02  Effect of Adoption by Affiliated Company....................   XIV-1 
                                                                        
ARTICLE XV - MISCELLANEOUS..............................................    XV-1
     15.01  Reversion Prohibited........................................    XV-1
     15.02  Bonding, Insurance and Indemnity............................    XV-2
     15.03  Merger, Consolidation or Transfer of Assets.................    XV-2
     15.04  Spendthrift Clause..........................................    XV-3
</TABLE> 

                                      (iv)
<PAGE>
 
<TABLE>
<S>         <C>                                                             <C> 
     15.05  Rights of Participants......................................    XV-4
     15.06  Gender, Tense and Headings..................................    XV-4
     15.07  Counterparts................................................    XV-4
     15.08  Governing Law...............................................    XV-5
                                                                                
APPENDIX A - Special Rules for Certain Employees........................     A-1
</TABLE>

                                      (v)
<PAGE>
 
                                   ARTICLE I

                                  DEFINITIONS



     1.01   ACCRUED BENEFIT. "Accrued Benefit" means the portion of a
Participant's retirement benefit which he has earned as of any date.

     1.02   ACTUARIAL EQUIVALENT. "Actuarial Equivalent" means a form of benefit
under which the aggregate payments expected to be received are equal in value to
the aggregate payments expected to be received under a different form of benefit
using the following assumptions:

<TABLE>
            <S>                    <C> 
            Mortality Tables:      1971 Unisex Group annuity Table (85% of
                                     male rate and 15% of female rate)
 
            Interest rate:         8% per annum
</TABLE>

     Notwithstanding the foregoing, in calculating the present value of a
Participant's benefit for purposes of the Lump Sum Option under Section
5.05(c)(4) or for purposes of the immediate distribution of a small benefit
under Section 5.07(f), actuarial equivalence shall be determined (1) by using an
interest rate no greater than the Applicable Interest Rate if the vested Accrued
Benefit (as determined using such rate) is not in excess of $25,000, and (2) by
using an interest rate no greater than 120% of the Applicable Interest Rate if
the vested Accrued Benefit (as determined under clause (1)) exceeds $25,000,
provided that in no event shall the present value of the vested Accrued Benefit
as determined under clause (2) be less than $25,000.

     Subject to the foregoing assumptions and limitations, in calculating the
present value of a Participant's benefit, actuarial equivalence shall be
determined by using the interest rate which produces the greatest benefit.

     The foregoing actuarial assumptions may be changed from time to time by
amendment to the Plan. No Participant or Beneficiary shall be deemed to have any
right, vested or nonvested, to have his benefit computed under previously
adopted actuarial assumptions, except as may be required by Section 411(d)(5) of
the Code to prevent the reduction of a Participant's Accrued Benefit.

                                      I-1
<PAGE>
 
     Notwithstanding the above, if a benefit is distributed in a form other than
a nondecreasing annuity payable for a period not less than the life of a
Participant (or in the case of a Qualified Joint and Survivor Annuity, the life
of the surviving spouse), the interest rate used in determining the Actuarial
Equivalent of that portion of the benefit based on Excess Final Average
Earnings, where applicable, shall be an interest rate determined pursuant to
Code Section 417.

     1.03   ADJUSTMENT FACTOR. "Adjustment Factor" means the cost of living
adjustment factor prescribed by the Secretary of the Treasury under Section
415(d) of the Code for years beginning after December 31, l987.

     1.04   AFFILIATED COMPANY. "Affiliated Company" means:

     (a)    Any member of a controlled group of corporations (within the meaning
            of Section 414(b) of the Code, modified, for purposes of
            Section 5.04, by Section 415(h) of the Code) of which the Company is
            a member;

     (b)    Any trade or business (whether or not incorporated) under common
            control with the Company (within the meaning of Section 414(c) of
            the Code, modified, for purposes of Section 5.04, by Section 415(h)
            of the Code);

     (c)    Any member of an affiliated service group (within the meaning of
            Section 414(m) of the Code) of which the Company is a member; and

     (d)    Any other entity required to be aggregated with the Company under
            Section 414(o) of the Code.

     1.05   APPLICABLE INTEREST RATE. "Applicable Interest Rate" means the
interest rate or rates that would be used by the Pension Benefit Guaranty
Corporation, as of the first day of the Plan Year in which a distribution is
made, for purposes of determining the present value of the Participant's benefit
under the Plan if the Plan had terminated on the first day of such Plan Year
with insufficient assets to provide benefits guaranteed by the Pension Benefit
Guaranty Corporation on that date.

     1.06   BENEFICIARY. "Beneficiary" means the one or more persons or entities
entitled to receive distribution of a Participant's interest in the Plan in the
event of his death.

                                      I-2
<PAGE>
 
     1.07   BENEFIT COMMENCEMENT DATE. "Benefit Commencement Date" means the
date upon which payment of a Participant's benefit commences.

     1.08   BENEFIT SERVICE. "Benefit Service" means the number of years of
Benefit Service of a Participant determined according to this Section 1.08. A
Participant shall be deemed to accrue a full year of Benefit Service for each
Plan Year during which he completes at least 365 Days of Service as an Employee
of a Participating Company. In addition, a Participant shall be deemed to accrue
a fractional year of Benefit Service in any Plan Year in which he completes one
or more but less than 365 Days of Service as an Employee of a Participating
Company Such fractional year of Benefit Service shall be computed by dividing
the number of Days of Service completed by the Participant as an Employee of a
Participating Company during such Plan Year by 365.

     Notwithstanding any other provision of the Plan to the contrary, for
purposes of determining a Participant's Benefit Service, the following
additional rules shall apply:

     (a)    No Benefit Service shall be credited to any Employee prior to his
            commencement of participation in this Plan pursuant to the
            provisions of Article II, provided, however, that upon commencement
            of such participation, such Employee's service for a Participating
            Company prior to commencement of participation shall be taken into
            account for purposes of this Section (subject, however, to
            exceptions set forth in subsections (b) through (g), below);

     (b)    No Benefit Service shall be credited to any Participant with respect
            to any period prior to attainment of age 21;

     (c)    Effective for Participants who do not complete at least one Day of
            Service on or after January 1, 1988, no Benefit Service shall be
            credited to any such Participant with respect to any period after
            such Participant's attainment of Normal Retirement Age;

     (d)    Subject to the provisions of Section 1.14, no Benefit Service shall
            be credited to any Participant with respect to any period prior to
            the date on which such Participant's employer became a Participating
            Company;

                                      I-3
<PAGE>
 
     (e)    No Benefit Service shall be credited to an Employee with respect to
            any period of service disregarded under the provisions of Section
            2.04;

     (f)    Effective for Participants who are hired by a Participating Company
            after attaining age 60 and prior to January 1, 1988, no Benefit
            Service shall be credited to any such Participant with respect to
            any period prior to January 1, 1988.

     (g)    Effective October 31, 1994, no further Benefit Service shall accrue
            on behalf of any current or former Participant.

     1.09   BOARD. "Board" means the Board of Directors of the Company.

     1.10   CODE. "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

     1.11   COMMITTEE. "Committee" means the Pension Committee appointed and
acting pursuant to the provisions of Article X.

     1.12   COMPANY. "Company" means Whittaker Corporation, a Delaware
corporation. The term "Company" shall also include any successor employer, if
the successor employer expressly agrees in writing as of the effective date of
succession to continue the Plan and become a party to the Trust Agreement.

     1.13   COMPENSATION. "Compensation" means the full salary and wages
(including bonuses, incentive payments, overtime, commissions, shift
differentials, and holiday, vacation and sick pay) and other compensation paid
by the Company and any Affiliated Company during a Plan Year by reason of
services performed by an Employee, subject, however, to the following special
rules:

     (a)    Fringe benefits (including but not limited to relocation allowance,
            expense allowance, overseas allowance and other similar items),
            contributions by the Company or any Affiliated Company to or
            benefits under any employee benefit plan, except as provided in
            subsection (b) below, and benefits received from the Whittaker
            Corporation Long Term Incentive Plan shall not be taken into account
            in determining Compensation;

     (b)    Amounts deducted pursuant to authorization by an Employee or
            pursuant to requirements of law (including amounts of salary or
            wages deferred in accordance

                                      I-4
<PAGE>
 
            with Code Section 401(k)) shall be included in Compensation except
            as specifically provided to the contrary elsewhere in this Plan;

     (c)    Amounts paid or payable by reason of services performed during any
            period in which an Employee is not a Participant under this Plan
            shall not be taken into account in determining Compensation;

     (d)    Amounts not included in the Employee's gross income for his current
            taxable year pursuant to any nonqualified deferred compensation plan
            shall not be taken into account in determining Compensation,
            however, such amounts (other than amounts under stock options) shall
            be included in Compensation in the year when those amounts are
            taxable to the Participant;

     (e)    Amounts included in any Employee's gross income with respect to life
            insurance as provided by Code Section 79 shall not be taken into
            account in determining Compensation;

     (f)    Any special cash payment in the nature of a commission, bonus or
            incentive payment to an Employee whose basic annual salary is at
            least $50,000 shall not be taken into account in determining the
            Employee's Compensation if the payment is pursuant to an individual
            written agreement with the Employee; and

     (g)    For any Plan Year commencing on or after January 1, 1989, the
            maximum amount of a Participant's annual Compensation taken into
            account for determining all benefits provided under the Plan for any
            determination period, shall be $200,000 except as such limitation is
            adjusted for cost of living in accordance with the provisions of
            Sections 401(a)(17) of the Code, except that the dollar increase in
            effect on January 1 of any calendar year is effective for any years
            beginning in such calendar year. If the period for determining
            Compensation used in calculating an Employee allocation for a
            determination period is a short Plan Year (i.e., shorter than 12
            months), the annual Compensation limit is an amount equal to the
            otherwise applicable annual Compensation limit multiplied by the
            fraction, the numerator of which is the number of months in the
            short Plan Year, and the denominator of which is 12. In determining
            the Compensation of a Participant for

                                      I-5
<PAGE>
 
            purposes of this limitation, the rules of Section 414(q)(6) of the
            Code shall apply, except in applying such rules, the term "family"
            shall include only the spouse of the Participant and any lineal
            descendants of the Participant who have not attained age 19 before
            the close of the year. If, as a result of the application of such
            rules the adjusted $200,000 limitation is exceeded, then (except,
            where applicable) for purposes of determining the portion of
            Compensation up to the integration level the limitation shall be
            prorated among the affected individuals in proportion to each such
            individual's Compensation as determined under this Section 1.13
            prior to the application of this limitation.

                   If Compensation for any prior determination period is taken
            into account in determining an Employee's benefit for the current
            determination period, the Compensation for such prior year is
            subject to the application annual Compensation limit in effect for
            that prior year. For this purpose, for years beginning before
            January 1, 1990, the applicable annual Compensation limit is
            $200,000.

                   In addition to other applicable limitations set forth in the
            Plan, and notwithstanding any other provision of the Plan to the
            contrary, for Plan Years beginning on or after January 1, 1994, the
            annual Compensation of each Employee taken into account under the
            Plan shall not exceed the Omnibus Budget Reconciliation Act of 1993
            ("OBRA '93") annual Compensation limit. The OBRA '93 annual
            Compensation limit is $150,000, as adjusted by the Commissioner for
            increases in the cost of living in accordance with Section
            401(a)(17)(B) of the Code. The cost-of-living adjustment in effect
            for a calendar year applies to any period, not exceeding12 months,
            over which compensation is determined (determination period)
            beginning in such calendar year. If a determination period consists
            of fewer than 12 months, the OBRA '93 annual Compensation limit will
            be multiplied by a fraction, the numerator of which is the number of
            months in the determination period, and the denominator of which is
            12.

                                      I-6
<PAGE>
 
                   For Plan Years beginning on or after January 1, 1994, any
            reference in this Plan to the limitation under Section 401(a)(17) of
            the Code shall mean the OBRA '93 annual Compensation limit set forth
            in this provision.

                   If Compensation for any prior determination period is taken
            into account in determining an Employee's benefit accruing in the
            current Plan Year, the Compensation for that prior determination
            period is subject to the OBRA '93 annual Compensation limit in
            effect for that prior determination period. For this purpose, for
            determination periods beginning before the first day of the first
            Plan Year beginning on or after January 1, 1994, the OBRA '93 annual
            Compensation limit is $150,000.

     (h)    Compensation earned after December 31, 1994 shall not be used in
            determining any benefit provided by this Plan.

     1.14   DAY OF SERVICE. "Day of Service" means, in the case of any Employee,
each day during any period commencing with the day on which the Employee first
enters into active service as an Employee on or following his most recent date
of rehire by the Company or any Affiliated Company and ending on the date of his
next following Severance. If an Employee's Severance date is the date of his
retirement, discharge or voluntary termination of employment, then "Day of
Service" shall also include each day between such Severance date and the date
upon which the Employee recommences active service as an Employee if the
Employee recommences such active service prior to:

     (a)    The first anniversary of such Severance date if such Severance date
            did not occur during an absence from service by the Employee for a
            reason other than retirement, discharge or voluntary termination of
            employment; or

     (b)    The first anniversary of the date on which the Employee was first
            absent from service for a reason other than retirement, discharge or
            voluntary termination of employment if such Severance date occurred
            during such absence.

            Credit for Days of Service shall be given with respect to periods of
     military service and family leave to such extent and for such purposes as
     are required by applicable federal law. Credit for Days of Service shall be
     given with respect to service performed for an

                                      I-7
<PAGE>
 
     operating unit, division or subsidiary of any corporation, trade or
     business that is acquired by the Company or any Affiliated Company
     commencing on the effective date of such acquisition. Notwithstanding the
     provisions of subsection (a), the Board or the Committee by resolution may
     provide that, for purposes of determining eligibility to participate in the
     Plan, Benefit Service or Vested Service, credit for Days of Service also
     shall be given with respect to service performed for such an entity prior
     to the effective date of the acquisition. In addition, the Board or the
     Committee by resolution may provide that, for purposes of determining
     Vested Service of a former Employee who has less than a 100% vested and
     nonforfeitable interest in his Accrued Benefit, credit for Days of Service
     shall be given with respect to service performed for any other corporation,
     trade or business that has acquired all or part of an operating unit,
     division or subsidiary of the Company or any Affiliated Company.

            Days of Service shall also include any period of service that
     constitutes service with a predecessor employer within the meaning of
     Section 414(a)(1) of the Code. Finally, effective for Plan Years beginning
     after 1984, and solely for purposes of preventing a One Year Break in
     Service, Days of Service shall include each period of service credited in
     accordance with Sections 410(a)(5)(E) and 411(a)(6)(E) of the Code for
     unpaid periods during which an Employee is absent from work by reason of
     the pregnancy of the Employee, the birth of a child of the Employee, the
     placement of a child with the Employee in connection with the adoption of
     such child by the Employee, or for purposes of caring for such child for a
     period beginning immediately following such birth or placement, provided
     that the Employee furnishes timely information to the Company to establish
     that the absence from work is for one of the aforementioned reasons, and
     the number of days for which there was such an absence. The Days of Service
     created under this paragraph shall be credited in the computation period in
     which the absence begins only if necessary to prevent a One Year Break in
     Service in that period, and in all other cases, in the immediately
     succeeding computation period.

     1.15   DEFINED BENEFIT DOLLAR LIMITATION. "Defined Benefit Dollar
Limitation" means the Defined Benefit Dollar Limitation computed under Section
5.04(b).

                                      I-8
<PAGE>
 
     1.16   DEFINED BENEFIT PLAN. "Defined Benefit Plan" means a Qualified Plan
other than a Defined Contribution Plan.

     1.17   DEFINED CONTRIBUTION DOLLAR LIMITATION. "Defined Contribution Dollar
Limitation" means, for any Limitation Year, $30,000 or, if greater, 25% of the
Defined Benefit Dollar Limitation in effect for the Limitation Year. If a short
Limitation Year is created because of a Plan amendment changing the Limitation
Year to a different 12-consecutive month period, the Defined Contribution Dollar
Limitation for the short Limitation Year shall not exceed the amount determined
in the preceding sentence multiplied by a fraction, the numerator of which is
the number of months in the short Limitation Year, and the denominator of which
is 12.

     1.18   DEFINED CONTRIBUTION PLAN. "Defined Contribution Plan" means, a
Qualified Plan which provides individual participant accounts for employer
contributions, forfeitures and gains or losses thereon, in accordance with
Section 414(i) of the Code.

     1.19   DISABILITY. "Disability" means, the permanent inability of a
Participant to perform the duties assigned to him by the Company or any
Affiliated Company by reason of mental or physical illness or injury The
determination of a Participant's Disability shall be made by the Committee after
receiving competent medical advice and on a basis uniformly applicable to all
Participants.

     1.20   EARLY RETIREMENT AGE. "Early Retirement Age" means the date on which
a Participant attains age 55 and completes at least 10 years of Vested Service.

     1.21   EFFECTIVE DATE. "Effective Date" means January 1, 1994.

     1.22   ELIGIBLE SPOUSE. "Eligible Spouse" means the spouse of a
Participant.

     1.23   EMPLOYEE. "Employee" means any person who is:

     (a)    Employed by the Company or any Affiliated Company if the
            relationship between the Company or Affiliated Company and such
            person would, for federal income tax purposes, constitute the legal
            relationship of employer and employee, or

     (b)    A Leased Employee as provided in Section 2.05.

     1.24   ENROLLED ACTUARY. "Enrolled Actuary" means the enrolled actuary as
defined by Section 103(a)(4)(A) of ERISA, engaged by the Committee or the
Company as the Plan's enrolled actuary.

                                      I-9
<PAGE>
 
     1.25   ERISA. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

     1.26   FINAL AVERAGE EARNINGS. "Final Average Earnings" means:

     (a)    For each Participant who has a Severance with at least five
            consecutive full years of Benefit Service within the 10-year period
            ending on the date of such Severance, the average monthly
            Compensation received by such Participant during the highest paid
            consecutive five full years of Benefit Service within such 10-year
            period;

     (b)    For each Participant who has a Severance with at least five full
            years of Benefit Service (but not with five consecutive full years
            of Benefit Service) within the 10-year period ending on the date of
            such Severance, the average monthly compensation received by such
            Participant during the highest paid five consecutive full years of
            Benefit Service excluding intervening years in which no Benefit
            Service was earned within such 10-year period;

     (c)    For each Participant who has a Severance with less than five full
            years of Benefit Service within the 10-year period ending on the
            date of such Severance, the average monthly Compensation received
            during all years (and fractions thereof) of Benefit Service within
            such 10-year period; and

     (d)    With respect to a Participant described in subsection (a) or (b), if
            the Compensation received by the Participant during the Plan Year in
            which his most recent Severance occurs is not utilized in
            determining Final Average Earnings under the provisions of such
            subsection (a) or (b), and if such Compensation exceeds the
            Compensation received by the Participant during any other year of
            Benefit Service which is utilized in determining Final Average
            Earnings under the provisions of subsection (a) or (b), then the
            Compensation received by the Participant during such other year of
            Benefit Service shall be increased by such excess for purposes of
            determining Final Average Earnings.

     (e)    Notwithstanding the foregoing, effective for benefits accruing with
            respect to Plan Years beginning after December 31, 1988, "Final
            Average Earnings" shall mean Final Average Compensation, as defined
            in Section 40l(l)(5)(D) of the Code.

                                      I-10
<PAGE>
 
     (f)    Notwithstanding anything herein to the contrary, Compensation earned
            after December 31, 1994 shall be excluded from any computation of
            Final Average Earnings.

     1.27   INCLUDABLE COMPENSATION. "Includable Compensation" means an
Employee's total wages from Participating Companies or other Affiliated
Companies as determined for purposes of Internal Revenue Service Form W-2,
excluding, however:

     (a)    Moving expense reimbursements that are deductible by the Employee
under Section 217 of the Code,

     (b)    Company and Affiliated Company contributions to a simplified
employee pension plan to the extent such contributions are deductible by the
Employee and Company and Affiliated Company contributions to any other plan of
deferred compensation that, before the application of Section 5.04, are not
includable in the Employee's gross income,

     (c)    Distributions to the Employee from any plan of deferred compensation
other than an unfunded, nonqualified plan of deferred compensation,

     (d)    Amounts realized from the exercise of a nonqualified stock option,

     (e)    Amounts realized under Section 83 of the Code with respect to
restricted property that becomes freely transferable or is no longer subject to
a substantial risk of forfeiture,

     (f)    Amounts realized from the disposition of stock acquired under a
qualified stock option within the meaning of Section 422 of the Code, and

     (g)    Any other amounts which receive special tax benefits within the
meaning of Section l.4l5-2(d)(2) of the Treasury Regulations.

     1.28   INVESTMENT ADVISORY COMMITTEE. "Investment Advisory Committee" means
the Investment Advisory Committee appointed and acting pursuant to the
provisions of Article XI.

                                      I-11
<PAGE>
 
     1.29   INVESTMENT MANAGER. "Investment Manager" means a person or
organization (other than the Committee or the Trustee):

     (1)    Which the Committee has appointed to manage, invest and reinvest all
            or a portion of the assets of the Trust Fund;

     (2)    Which is

            (A)    Registered as an investment advisor under the Investment
                   Advisors Act of 1940,

            (B)    A bank as defined in said Act, or

            (C)    An insurance company qualified to manage, acquire or dispose
                   of the assets of a pension plan under the laws of more than
                   one state; and

     (3)    Which has acknowledged in writing to the Committee and the Trustee
            that such person or organization is a fiduciary within the meaning
            of Section 3(21) of ERISA with respect to the assets of the Trust
            Fund under its management and control.

     1.30   LEASED EMPLOYEE. "Leased Employee" means a person described in
Section 2.05(a).

     1.31   LIMITATION YEAR. "Limitation Year" means the 12-consecutive month
period used by a Qualified Plan for purposes of computing the limitations on
benefits and annual additions under Section 415 of the Code. The Limitation Year
for this Plan is the Plan Year. If the Limitation Year is amended to a different
12-consecutive-month period, the new Limitation Year shall begin on a date
within the Limitation Year in which the amendment is made.

     1.32   MINIMUM ACCRUAL. "Minimum Accrual" means the Minimum Accrual in a
Top-Heavy Plan computed under Section 9.04.

     1.33   MINIMUM BENEFIT. "Minimum Benefit" means the Minimum Benefit in a
Top-Heavy Plan computed under Section 9.04.

     1.34   NORMAL BENEFIT COMMENCEMET DATE. "Normal Benefit Commencement Date"
means the first day of the first month following a Participant's attainment of
Normal Retirement Age.

                                      I-12
<PAGE>
 
     1.35   NORMAL RETIREMENT AGE. "Normal Retirement Age" means the date on
which a Participant attains age 65. Notwithstanding the foregoing, effective
with respect to Participants who are hired by a Participating Company after
attaining age 60 and after December 31, 1988, "Normal Retirement Age" means the
fifth anniversary of the date on which such a Participant became a Participant
in the Plan.

     1.36   NORMAL RETIREMENT BENEFIT. "Normal Retirement Benefit" means the
retirement benefit derived from Participating Company contributions payable as
of Normal Retirement Age to a Participant who has a Severance on his Normal
Retirement Age, determined in accordance with Section 5.03(a).

     1.37   ONE YEAR BREAK IN SERVICE. "One Year Break in Service" means a 12-
consecutive-month period commencing on the date of an Employee's Severance, or
any anniversary thereof, in which the Employee completes less than one Day of
Service

     1.38   PARTICIPANT. "Participant" means an Employee or former Employee who
has met the applicable eligibility requirements of Article II and who has not
yet received a distribution of the entire amount of his vested interest in the
Plan.

     A Participant shall be treated as benefiting under the Plan for any Plan
Year during which such Participant accrues a benefit or is deemed to have
accrued a benefit in accordance with Income Tax Regulation Section 1.410(b)-
3(a).

     1.39   PARTICIPATING COMPANY. "Participating Company" means the Company,
each Affiliated Company that has adopted the Plan in the manner provided in
Article XIV and each organizational unit of the Company or an Affiliated Company
that is designated as a Participating Company by the Board of Directors of the
Company or the Affiliated Company; excluding, however, each organizational unit
of the Company or any Affiliated Company that has adopted the Plan that is
designated as a nonparticipating unit by the Board of Directors of the Company
or such Affiliated Company. For purposes of the Plan the term "organizational
unit" shall include, without limitation, any division, department plant or
office of the Company or any Affiliated Company.

                                      I-13
<PAGE>
 
     1.40   PLAN. "Plan" means the Whittaker Corporation Employees' Pension Plan
(formerly the Whittaker Corporation Basic Pension Plan) first executed by the
Company on February 16. 1968, as amended from time to time.

     1.41   PLAN YEAR. "Plan Year" means the period with respect to which the
records of the Plan are maintained, which shall be the 12-month period beginning
on January 1 and ending on December 31, and includes such periods prior to the
Effective Date.

     1.42   QUALIFIED JOINT AND SURVIVOR ANNUITY. "Qualified Joint and Survivor
Annuity" means a monthly annuity paid directly from the Trust Fund or through
the purchase of a nontransferable annuity contract for the life of a Participant
and, after his death, a monthly survivor annuity for the life of such
Participant's spouse which shall be equal to 50% of the amount of the monthly
annuity payable during the joint lives of the Participant and his spouse, which
shall be the Actuarial Equivalent of the benefit provided to an unmarried
Participant.

     1.43   QUALIFIED PLAN. "Qualified Plan" means an employee benefit plan that
is qualified under Section 401(a) of the Code.

     1.44   QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY. "Qualified Pre-retirement
Survivor Annuity" means a monthly annuity paid directly from the Trust Fund or
through the purchase of a nontransferable annuity contract for the life of the
surviving Eligible Spouse of a deceased Participant equal to 50% of the monthly
annuity that the Participant would have received under a Straight-Life Annuity
determined under Section 5.05(c)(3).

     1.45   SEVERANCE. "Severance" means an Employee's voluntary or involuntary
termination of employment with the Company and all Affiliated Companies for any
reason at any time. Notwithstanding the foregoing, if an Employees employment
with the Company and all Affiliated Companies is suspended due to the
commencement of a leave of absence or a layoff which lasts for a continuous
period of at least one year, such Employee shall be deemed to have a Severance
on the one-year anniversary of the date on which such leave of absence or layoff
commenced.

     1.46   SOCIAL SECURITY BENEFIT. "Social Security Benefit" means the
estimated monthly primary benefit payable to a Participant under the Social
Security Act determined as of the time of his Severance. However:

                                      I-14
<PAGE>
 
     (a)    In the event that a Participant has a Severance prior to his
            attainment of Social Security Retirement Age, the Participant's
            Social Security Benefit shall be the benefit which he would have
            received at Social Security Retirement Age had he continued to
            receive Compensation treated as wages for purposes of the Social
            Security Act until such age at the same rate that he received such
            Compensation during the last full year of employment prior to the
            date of his Severance (and based upon the level of Social Security
            Benefits in effect at the time of such Severance).

     (b)    Each Participant shall be informed in writing of his right to supply
            his actual compensation history and of the financial consequences of
            failing to supply such history. This notice shall be given each time
            a copy of the Summary Plan Description is provided to the
            Participant, and shall also be given to the Participant upon his
            Severance. The notice shall state that the Participant may obtain
            his actual compensation history from the Social Security
            Administration.

     (c)    If the Participant supplies his actual compensation history, the
            calculation of his Social Security Benefit shall be based on such
            data rather than using an estimated compensation history. This data
            must be provided to the Committee no later than the expiration of a
            reasonable period of time (determined in accordance with Committee
            rules) following the later of:

            (1)    The Participant's Severance, or

            (2)    The date on which the Participant is notified of the benefit
                   to which he is entitled.

     (d)    Estimated compensation may be used only for years prior to the
            Participant's employment commencement date.

     1.47   SOCIAL SECURITY RETIREMENT AGE. "Social Security Retirement Age"
means the age used as the retirement age under Section 216(1) of the Social
Security Act, except that such Section shall be applied:

     (a)    Without regard to the age increase factor, and

     (b)    As if the early retirement age under Section 216(1) of such Act were
            62.

                                      I-15
<PAGE>
 
     1.48   TOP-HEAVY PLAN. "Top-Heavy Plan" means a Top-Heavy Plan as defined
in Article IX.

     1.49   TRUST AGREEMENT. "Trust Agreement" means the Trust Agreement
executed by the Company and the Trustee, which established a Trust Fund to
provide for the investment, reinvestment, administration and distribution of
contributions made under the Plan and the earnings thereon, as amended from time
to time.

     1.50   TRUST FUND. "Trust Fund" means the assets of the Plan held by the
Trustee pursuant to the Trust Agreement.

     1.51   TRUSTEE. "Trustee" means the one or more individuals or
organizations who have entered into the Trust Agreement as Trustee(s), and any
duly appointed successor.

     1.52   VESTED SERVICE. "Vested Service" means the number of years of Vested
Service determined according to this Section 1.52.

     (a)    An Employee shall be deemed to accrue a full year of Vested Service
            for each Plan Year during which he completes at least 365 Days of
            Service as an Employee. In addition, an Employee shall be deemed to
            accrue a fractional year of Vested Service in any Plan Year in which
            he completes one or more but less than 365 Days of Service as an
            Employee. Such fractional year of Vested Service shall be computed
            by dividing the number of Days of Service completed by the Employee
            during such calendar year by 365.

            Notwithstanding any other provision of the Plan to the contrary, for
            purposes of determining Vested Service pursuant to this subsection
            (a), the following additional rules shall apply:

            (1)    Vested Service shall not include any period of service
                   disregarded under the provisions of Section 7.02.

            (2)    Vested Service shall not include any period of service prior
                   to January 1, 1985 which would not be taken into account
                   under the provisions of this Plan as in effect prior to such
                   date with respect to breaks in service.

     (b)    Notwithstanding the provisions of subsection (a), the Vested Service
            of an individual who commenced participation in the Plan prior to
            January 1, 1985 shall

                                      I-16
<PAGE>
 
            be determined in accordance with the provisions of the Plan as it
            existed on December 31, 1984 if the Vested Service of such
            individual as so determined exceeds the Vested Service of such
            individual determined under the provisions of subsection (a).

     (c)    Vested Service shall continue to accrue notwithstanding the fact
            that Benefit Service ceased to accrue on December 31, 1994.

     1.53   WELFARE BENEFIT FUND. "Welfare Benefit Fund" means an organization
described in paragraph (7), (9), (17) or (20) of Section 501(c) of the Code, a
trust, corporation or other organization not exempt from federal income tax, or
to the extent provided in Treasury Regulations, any account held for an employer
by any person, which is part of a plan of an employer through which the employer
provides benefits to employees or their beneficiaries, other than a benefit to
which Code Sections 83(h), 404 (determined without regard to Section 404(b)(2))
or 404A applies, or to which an election under Code Section 463 applies.
 

                                      I-17
<PAGE>
 
                                  ARTICLE II

                          ELIGIBILITY TO PARTICIPATE



     2.01   INITIAL ELIGIBILITY TO PARTICIPATE. Subject to the provisions of
this Article II, each Employee who was a Participant in the Plan on December 31,
1993 shall be a Participant as of the Effective Date, if he is then employed by
a Participating Company.

     2.02   SUBSEQUENT ELIGIBILITY TO PARTICIPATE. Each Employee of a
Participating Company who is not otherwise a Participant in the Plan on the
Effective Date shall become a Participant on the first year anniversary of his
date of hire by the Company or any Affiliated Company, if:

     (a)    Such Employee has attained age 21 on or before such date;

     (b)    Such Employee completed at least 365 Days of Service during the 12-
            consecutive-month period beginning on such date of hire; and

     (c)    Such Employee is employed by a Participating Company on the first
            year anniversary of such date of hire. If an Employee fails to
            qualify under the preceding sentence, the Employee shall become a
            Participant on the first day on which he is employed by a
            Participating Company, is at least age 21 and has completed at least
            365 Days of Service.

     2.03   EXCLUSIONS FROM PARTICIPATION.

     (a)    COLLECTIVE BARGAINING EMPLOYEES. An Employee who would otherwise be
            eligible to participate in the Plan shall not become a Participant
            if he is covered by a collective bargaining agreement that does not
            expressly provide for participation in the Plan, provided that the
            representative of the Employees with whom the collective bargaining
            agreement is executed has had an opportunity to bargain concerning
            retirement benefits for such Employees. An Employee who is
            ineligible to participate in the Plan solely by reason of this
            paragraph shall become a Participant on the first day after he is no
            longer covered by such a collective

                                     II-1
<PAGE>
 
            bargaining agreement on which he completes at least one Day of
            Service with a Participating Company.

     (b)    NONPARTICIPATING AFFILIATED COMPANIES AND UNITS. An Employee who is
            otherwise eligible to participate in the Plan but who is employed by
            a nonparticipating unit of a Participating Company or by an
            Affiliated Company that is not a Participating Company shall not
            become a Participant until the date on which he completes at least
            one Day of Service with a Participating Company.

     (c)    LEAVES OF ABSENCE OR LAYOFFS. An Employee who is otherwise eligible
            to participate in the Plan but who is then on an approved leave of
            absence without pay, on layoff or in the service of the armed forces
            of the United States shall not become a Participant until the date
            on which he completes at least one Day of Service with a
            Participating Company, provided that the Employee returns to
            employment with the Company or an Affiliated Company immediately
            following such leave of absence or layoff or, in the case of an
            Employee who is on military leave, during the period in which his
            reemployment rights are guaranteed by law.

     (d)    NONRESIDENT ALIENS. An Employee who would otherwise be eligible to
            participate in the Plan shall not become a Participant if he is a
            nonresident alien who receives no earned income (within the meaning
            of Section 9ll(d)(2) of the Code) from the Company or any Affiliated
            Company which constitutes income from sources within the United
            States (within the meaning of Section 861(a)(3) of the Code), until
            the date on which he receives such earned income from a
            Participating Company.

     (e)    LEASED EMPLOYEES. An Employee who is a Leased Employee within the
            meaning of Section 2.05(a) shall be ineligible to participate in the
            Plan.

     (f)    EXCLUSION AFTER PARTICIPATION. A Participant who becomes ineligible
            under this Section shall continue to receive credit for Days of
            Service and Vested Service for purposes of determining vesting under
            Section 7.01, but during the period of such ineligibility, such
            Participant's Compensation, Days of Service and Benefit Service
            shall not be taken into account for purposes of determining his
            retirement benefits under the Plan.

                                     II-2
<PAGE>
 
     2.04   PARTICIPATION FOLLOWING A SEVERANCE.

     (a)    SEVERANCE PRIOR TO PARTICIPATION. If an Employee who is eligible to
            participate under Section 2.02 has a Severance before becoming a
            Participant and is reemployed by the Company or any Affiliated
            Company before incurring the number of consecutive One Year Breaks
            in Service specified in the following sentence he shall become a
            Participant on the later of the date initially determined under the
            provisions of Section 2.02, or the date he is entitled to be
            credited with one or more Days of Service by a Participating Company
            after reemployment. An Employee who has a Severance before becoming
            a Participant, and who is reemployed by the Company or any
            Affiliated Company after incurring a number of consecutive One Year
            Breaks in Service equal to the greater of five or the aggregate
            number of years of Benefit Service which he completed before such
            One Year Breaks in Service, shall be treated as a new Employee for
            purposes of the Plan and his Days of Service completed prior to such
            One Year Breaks in Service shall be disregarded for purposes of
            determining the amount of the Employee's Benefit Service and when
            the Employee will become a Participant after his reemployment. The
            aggregate number of years of Benefit Service shall not include any
            years of Benefit Service with respect to which Days of Service of
            the Employee are disregarded under this Section by reason of his
            prior One Year Breaks in Service.

     (b)    SEVERANCE FOLLOWING PARTICIPATION.

            (1)    A Participant who has a Severance and who has a
                   nonforfeitable right to his Normal Retirement Benefit at the
                   time of his Severance shall be eligible for participation
                   immediately upon his reemployment by a Participating Company.

            (2)    A Participant who does not have a nonforfeitable right to his
                   Normal Retirement Benefit upon his Severance and who is
                   reemployed by the Company or any Affiliated Company before
                   incurring the number of consecutive One Year Breaks in
                   Service specified in paragraph (3) shall be 

                                     II-3
<PAGE>
 
                   eligible for participation on the date he completes one or
                   more Days of Service with a Participating Company.

            (3)    A Participant who does not have any nonforfeitable right to
                   his Normal Retirement Benefit upon his Severance and who is
                   reemployed by the Company or any Affiliated Company after
                   incurring a number of consecutive One Year Breaks in Service
                   equal to the greater of five or the aggregate number of years
                   of Benefit Service which he completed before such One Year
                   Breaks in Service shall be treated as a new Employee for
                   purposes of the Plan and his Days of Service completed prior
                   to such One Year Breaks in Service shall be disregarded for
                   purposes of determining the amount of the Employee's Benefit
                   Service and when the Employee will become a Participant after
                   his reemployment. The aggregate number of years of Benefit
                   Service shall not include any years of Benefit Service with
                   respect to which Days of Service of the Employee are
                   disregarded under this Section by reason of his prior One
                   Year Breaks in Service.

     2.05   LEASED EMPLOYEES.

     (a)    DEFINITIONS. A "Leased Employee" means any person (other than an
            Employee defined under Section 1.23(a)) who, pursuant to an
            agreement between the Company or any Affiliated Company
            ("Recipient") and any other person ("Leasing Organization") has
            performed services for the Recipient or for the Recipient and
            "related persons" (determined in accordance with Section 414(n)(6)
            of the Code) on a substantially full-time basis for a period of at
            least one year and such services are of a type historically
            performed by employees in the business field of the Recipient.

     (b)    INCLUSION AS EMPLOYEE. A Leased Employee shall be treated as an
            Employee of the Recipient. However, contributions to or benefits
            under a Qualified Plan provided by the Leasing Organization which
            are attributable to the services performed for the Recipient shall
            be treated as if they had been provided by the Recipient.

                                     II-4
<PAGE>
 
     (c)    EXCEPTION. Subsection (b) shall not apply to any Leased Employee if
            such employee is covered by a money purchase pension plan sponsored
            by the Leasing Organization providing

            (1)    A nonintegrated employer contribution rate of at least 10% of
                   compensation,

            (2)    Immediate participation for all employees of the Leasing
                   Organization other than employees who perform substantially
                   all of their services for the Leasing Organization and
                   employees whose compensation from the Leasing Organization in
                   each plan year during the four-year period ending with the
                   plan year is less than $1,000, and

            (3)    Full and immediate vesting, and 
            if all Leased Employees constitute less than 20% of the Recipient's
            non-highly compensated work force within the meaning of Section
            4l4(n)(5)(C)(ii) of the Code.

     2.06   PARTICIPATION FREEZE. Notwithstanding any other provision of the
Plan to the contrary, any Employee who is not a Participant on October 31, 1994
shall not become a Participant thereafter.

                                     II-5
<PAGE>
 
                                  ARTICLE III

                           PARTICIPANT CONTRIBUTIONS



     3.01   PARTICIPANT CONTRIBUTIONS PROHIBITED. The Plan shall not accept any
Participant contributions that are accounted for separately or any other
Participant contributions.
 
                                    III-1 
<PAGE>
 
                                  ARTICLE IV

                      PARTICIPATING COMPANY CONTRIBUTIONS



     4.01   AMOUNT OF CONTRIBUTION. The Company shall pay to the Trustee for
each Plan Year the amount, if any, necessary to provide the benefits under
Article V and, if applicable, Article IX with respect to Top-Heavy Plans, as
determined by the Enrolled Actuary, subject to the Company's right to amend or
terminate the Plan under Articles XII and XIII. Any actuarial gains arising from
actual experience under the Plan will be used to reduce future Company
contributions and will not be used to increase any benefits payable under the
Plan. (All contributions will be made on the condition that they are deductible
under Section 404 of the Code.)

     4.02   TIME OF PAYMENT. The contributions for a Plan Year to be made by the
Company pursuant to this Article IV shall be paid to the Trustee not later than
the date permitted under Section 412 of the Code and regulations thereunder for
purposes of determining credits to the funding standard account for such Plan
Year, unless a waiver of the minimum funding standard for such Plan Year has
been obtained by the Company from the Internal Revenue Service. The timing of
all contributions shall be entirely discretionary with the Company except that
the Company shall make contributions no less frequently than quarterly and/or in
lesser amounts than required pursuant to Code Section 412(m). Notwithstanding
anything herein to the contrary any required quarterly contribution shall always
be conditional upon its deductibility under Section 404 of the Code.

                                     IV-1 
<PAGE>
 
                                   ARTICLE V

                              RETIREMENT BENEFITS



     5.01   SEVERANCE ON OR AFTER NORMAL RETIREMENT AGE.

     (a)    NORMAL RETIREMENT. A Participant who has a Severance upon his
            attainment of Normal Retirement Age shall be entitled to receive a
            retirement benefit commencing on his Normal Benefit Commencement
            Date equal to his Normal Retirement Benefit. The amount of the
            Participant's Normal Retirement Benefit shall be determined under
            Section 5.03(a).

     (b)    LATE RETIREMENT. A Participant who remains or again becomes an
            Employee after his attainment of Normal Retirement Age shall be
            entitled to receive a retirement benefit commencing on the first day
            of the month immediately following the date of his Severance. The
            amount of the Participant's late retirement benefit shall be
            determined under Section 5.03(e).

     5.02   SEVERANCE BEFORE NORMAL RETIREMENT AGE.

     (a)    EARLY RETIREMENT. Subject to the requirements of Section 5.05, if a
            Participant who has completed at least 10 years of Vested Service
            has a Severance prior to his attainment of Normal Retirement Age for
            any reason other than death or Disability, he shall be entitled,
            upon the later of his Severance or his attainment of Early
            Retirement Age, to receive a retirement benefit equal to his Accrued
            Benefit determined as of the date of his Severance and payable on
            his Normal Benefit Commencement Date.

            If the Participant elects to begin receiving his retirement benefit
            as of the first day of any month before he attains Normal Retirement
            Age, the amount of the benefit shall be equal to the amount
            determined under Section 5.03(a), reduced as follows:

            (1)    If the Participant elects to receive his retirement benefit
                   commencing on or after the first day of the month next
                   following his sixty-second birthday, then the reduction shall
                   be 0.25% for each full month by which the date of

                                      V-1
<PAGE>
 
                   commencement of such benefit precedes the first day of the
                   month next following his attainment of Normal Retirement Age.

            (2)    If the Participant elects to receive his retirement benefit
                   commencing prior to the first day of the month next following
                   his sixty-second birthday, then the reduction shall be 9.00%
                   plus 0.50% for each full month by which the date of
                   commencement of such benefit precedes the first day of the
                   month next following his sixty-second birthday.

                   Notwithstanding the foregoing, effective with respect to
                   Employees who became Participants after attaining age 60 and
                   before January 1, 1989, if such a Participant elects to begin
                   receiving his retirement benefit at any time prior to the
                   first day of the month next following the fifth anniversary
                   of the date on which he became a Participant the amount of
                   any benefit payable to such Participant that accrued after
                   December 31, 1988 shall be reduced 0.25% for each full month
                   by which the date of commencement of such benefit precedes
                   the first day of the month next following the fifth
                   anniversary of the date on which he became a Participant in
                   the Plan.

     (b)    DEFERRED VESTED BENEFIT. Subject to the requirements of Section
            5.05, if a Participant who has a vested interest in his retirement
            benefit has a Severance prior to his attainment of Normal Retirement
            Age for any reason other than death or Disability, he shall be
            entitled upon his Severance to receive a retirement benefit equal to
            his vested Accrued Benefit determined as of the date of his
            Severance and payable on his Normal Benefit Commencement Date.

     5.03   DETERMINATION OF BENEFIT.

     (a)    NORMAL RETIREMENT BENEFIT. A Participant's Normal Retirement Benefit
            shall be a monthly retirement benefit, commencing on his Normal
            Benefit Commencement Date and ending with the last monthly payment
            specified in Section 5.05, equal to the sum of (1) and (2) as
            adjusted by (3), below.

            (1)    The amount of the Participant's monthly benefit, if any,
                   accrued under any predecessor plan which has been amended and
                   merged into this Plan

                                      V-2
<PAGE>
 
                   (which shall, in the case of any lump sum benefit provided
                   under a predecessor plan which has been amended and merged
                   into this Plan, be the Actuarial Equivalent of such lump sum
                   benefit).

            (2)    The greatest of:

                   (A)  The sum of (i) and (ii) below:

                        (i)   The product obtained by multiplying the difference
                              between 2.00% of the Participant's Final Average
                              Earnings and 1.50% of the Participant's Social
                              Security Benefit by the number of the
                              Participant's years (and fractions thereof) of
                              Benefit Service (excluding any Benefit Service
                              after December 31, 1988), and

                        (ii)  The sum of (x) and (y) below:

                              (x)  The product obtained by multiplying 1.30% of
                                   the Participant's Final Average Earnings by
                                   the number of the Participant's years (and
                                   fractions thereof) of Benefit Service
                                   (excluding any Benefit Service before
                                   January 1, 1989), and 

                              (y)  The product obtained by multiplying .55% of
                                   the Participant's Excess Final Average
                                   Earnings by the number of the Participant's
                                   years (and fractions thereof) of Benefit
                                   Service (excluding any Benefit Service before
                                   January 1, 1989, and excluding any Benefit
                                   Service in excess of 35 years minus the
                                   number of years and fractions thereof before
                                   January 1, 1989);

                   (B)  The product of $10.50 multiplied by the number of years
                        (and fractions thereof) of Benefit Service of the
                        Participant; or

                   (C)  The amount of the Participant's monthly benefit, if any,
                        accrued under the provisions of this Plan prior to
                        January 1, 1980.

                                      V-3
<PAGE>
 
            (3)    For Plan Years beginning on or after January 1, 1994, the
                   amount of each affected Participant's Accrued Benefit
                   impacted by the $150,000 Compensation limitation shall be
                   governed by the rule that each Section 401(a)(17) Employee's
                   Accrued Benefit under this Plan will be the greater of the
                   Accrued Benefit determined for the Employee under A or B
                   below:

                   (A)  The Employee's Accrued Benefit determined with respect
                        to the benefit formula applicable for the Plan Year
                        beginning on or after January 1, 1994, as applied to the
                        Employee's total years of Benefit Service taken into
                        account under the Plan; or

                   (B)  The sum of:

                        (i)   The Employee's Accrued Benefit as of the last day
                              of the last Plan Year beginning before January 1,
                              1994, frozen in accordance with Section
                              1.401(a)(4)-13 of the regulations; and

                        (ii)  The Employee's Accrued Benefit determined under
                              the benefit formula applicable for the Plan Year
                              beginning on or after January 1, 1994, as applied
                              to the Employee's years of Benefit Service
                              credited to the Employee for Plan Years beginning
                              on or after January 1, 1994.

                   A Section 401(a)(17) Employee means an Employee whose current
                   Accrued Benefit as of a date on or after the first day of the
                   first Plan Year beginning on or after January 1, 1994 is
                   based on Compensation for a Plan Year beginning prior to the
                   first day of the first Plan Year beginning on or after
                   January 1, 1994, that exceeded $150,000.

            Notwithstanding any other provision of the Plan to the contrary, if
            a collective bargaining agreement which provides for participation
            in this Plan by covered Employees expressly provides for a different
            determination of a Participant's monthly retirement benefit under
            the Plan than that provided in subparagraph (B), such different
            determination shall be made in lieu of that provided in subparagraph
            (B).

                                      V-4
<PAGE>
 
            In the event that, while a Participant is receiving a retirement
            benefit under the Plan, such Participant also receives a payment or
            payments pursuant to a workers' compensation, occupational disease
            or similar law of the United States or of any State thereof, then,
            to the extent that such workers' compensation, occupational disease
            or similar benefits have been provided by premiums, taxes or other
            payments paid by or at the expense of the Company or any Affiliated
            Company, the monthly retirement benefit payable hereunder to such
            Participant shall be reduced by the amount of such payment or
            payments. If a workers' compensation, occupational disease or
            similar benefit is paid on a lump sum basis, the amount of such lump
            sum payment shall be deducted from the monthly retirement benefit
            payable hereunder until the entire amount of such lump sum payment
            shall have been liquidated. A payment or payments shall be
            considered to be made under a workers' compensation, occupational
            disease or similar law without regard to whether such payment or
            payments are made pursuant to an award or a settlement.
            Notwithstanding the foregoing, no reduction in a Participant's
            retirement benefit shall be made pursuant to this paragraph on
            account of payments specifically allocated for hospitalization,
            medical or legal expenses In addition notwithstanding the foregoing,
            this paragraph shall not be applied so as to cause a reduction in
            any Participant's retirement benefit below the level of benefits to
            which he would have been entitled had he not been credited with a
            Day of Service on or after January 1, 1981. For purposes of this
            paragraph, Social Security Disability Benefits shall not be
            considered payments pursuant to a workers' compensation occupational
            disease or similar law.

            In no event shall a Participant's Normal Retirement Benefit be less
            than the Minimum Benefit to which the Participant may be entitled
            under Article IX.

            For purposes of this Section, "Excess Final Average Earnings" means
            the excess, if any, of a Participant's Final Average Earnings over
            the Breakpoint. The "Breakpoint" means, for a Plan Year, the amount
            obtained by (1) dividing the contribution and benefit base in effect
            under Section 230 of the Social Security Act

                                      V-5
<PAGE>
 
            on the first day of such Plan Year by $48,000, (2) multiplying such
            quotient by $15,700, and (3) rounding such product to the closest
            $100. The Breakpoint for a Plan Year shall apply to all Participants
            who retire or otherwise terminate employment during such Plan Year.

     (b)    SPECIAL RETIREMENT INCENTIVE BONUS.

            (1)    SECTION 5.03(B) PERSONS. The provisions of this Section
                   5.03(b) shall apply with respect to all Participants who are
                   Employees on or after July 1, 1984 and who, taking into
                   account the provisions of this Section 5.03(b), are eligible
                   to have a Severance after attaining Early Retirement Age or
                   Normal Retirement Age provided, however, that the terms of
                   this Section 5.03(b) shall expire as set forth in Section
                   5.03(b)(4) on October 31, 1989. The persons described by the
                   proceeding sentence are hereinafter referred to as "Section
                   5.03(b) persons."

                   Notwithstanding any other provision of the Plan to the
                   contrary, effective January 1, 1986, the terms of this
                   Section 5.03(b) shall not apply to Employees who had a
                   Severance prior to January 1, 1986 after attaining Early
                   Retirement Age or Normal Retirement Age and who are rehired
                   by the Company or any Affiliated Company on or after such
                   date. In addition, the terms of this Section 5.03(b) shall be
                   subject to the requirements of Section 5.05.

            (2)    SPECIAL BENEFIT BONUS. The monthly amount of the retirement
                   benefit payable with respect to a Section 5.03(b) person who
                   has a Severance after attaining Early Retirement Age or
                   Normal Retirement Age on or after August 1, 1984 shall be
                   increased over the monthly amount which apart from the
                   provisions of this Section 5.03(b) would be payable with
                   respect to such person under the provisions of Sections
                   5.03(a), 5.03(c), 5.03(d), 5.03(e) or 9.04, whichever is
                   applicable, by adding to the Section 5.03(b) person's
                   credited Benefit Service and Vested Service (determined as of
                   the date of such person's Severance) a fraction, the
                   numerator of

                                      V-6
<PAGE>
 
                   which is the Section 5.03(b) person's credited Benefit
                   Service accrued as of such date, and the denominator of which
                   is four. In no event, however, shall any Section 5.03(b)
                   person who was granted Vested Service for service with a
                   prior employer receive additional Benefit Service or Vested
                   Service as provided in this Section 5.03(b) for any service
                   performed for such prior employer. For purposes of the
                   preceding sentence, the term "prior employer" means. with
                   respect to any period of service, an employer which was not
                   an Affiliated Company at the time such service was rendered.
                   Notwithstanding any of the foregoing, the increased
                   retirement benefit provided under this Section 5.03(b)(2)
                   shall not apply to any Employee who was on layoff on
                   August 1, 1984 and who thereafter did not return to active
                   employment with the Company or any Affiliated Company.

            (3)    SPECIAL ADJUSTMENT OF EARLY RETIREMENT REDUCTION FACTOR. For
                   each year of Benefit Service or portion thereof granted under
                   this Section 5.03(b), each Section 5.03(b) person shall, for
                   the purposes of calculating the early retirement reduction
                   factor as set forth in Section 5.02(a), be deemed to have
                   attained an age equal to his actual age plus the number of
                   years or fraction thereof of Benefit Service granted under
                   the provisions of Section 5.03(b)(2) above in determining
                   additional Benefit Service and Vesting Service for early or
                   normal retirement as provided by this Section.

            (4)    TERM OF SPECIAL RETIREMENT INCENTIVE BONUS. The special
                   retirement incentive bonus set forth in this Section 5.03(b)
                   shall apply without reduction for Section 5.03(b) persons who
                   have a Severance after attaining Early Retirement Age or
                   Normal Retirement Age between August 1, 1984 and November 1,
                   1984. For Section 5.03(b) persons with respect to whom such
                   Severance occurs after November 1, 1984, the additional
                   Benefit Service, Vesting Service and years of age otherwise
                   granted by this Section 5.03(b) shall be reduced by 1/60th
                   for each full or

                                      V-7
<PAGE>
 
                   partial calendar month after November 1, 1984 through
                   October 31, 1989, so that a Section 5.03(b) person who
                   retires on or after October 31, 1989 shall be entitled to no
                   additional years of Benefit Service Vested Service or years
                   of age pursuant to the provisions of this Section 5.03(b).

            (5)    SPECIAL RULES. Notwithstanding any other provision of this
                   Section 5.03(b) to the contrary, the special Vested Service,
                   Benefit Service and years of age provided herein shall not be
                   credited to any Participant until his Severance. In addition,
                   such Vested Service, Benefit Service and years of age shall
                   not be taken into account for purposes of any other benefit
                   plan whatsoever of the Company or any Affiliated Company.
                   Furthermore, the provisions of this Section 5.03(b) shall not
                   apply in determining: (A) the amount of a Participant's Final
                   Average Earnings as provided under Section 1.26 of the Plan;
                   and (B) whether an Employee is entitled to accelerated
                   vesting as provided under Section 7.01(d) of the Plan.

     (c)    SPECIAL TERMINATION PROGRAM BONUS.

            (1)    APPLICATION. The provisions of this Section 5.03(c) shall
                   apply to a Participant who elects to receive the increased
                   retirement benefit under one of the special termination bonus
                   programs established from time to time by the Company for a
                   group or classification of Employees that includes the
                   Participant (hereinafter referred to as a "Termination
                   Program"). Such a Participant is described in Section
                   5.03(c)(2) below and the increased retirement benefit is
                   described in Section 5.03(c)(3). Notwithstanding any other
                   provision of the Plan to the contrary, the terms of this
                   Section 5.03(c) shall be subject to the requirements of
                   Section 5.05.

            (2)    SECTION 5.03(C) PERSONS. To be eligible for the increased
                   retirement benefit established by a Termination Program and
                   described in Section 5.03(c)(3) below a Participant must meet
                   each of the following

                                      V-8
<PAGE>
 
                   requirements (such a Participant is hereinafter referred to
                   as a "Section 5.03(c) person"):

                   (A)  The person must be an Employee who, on or after the cut-
                        off date specified with respect to the applicable
                        Termination Program, was on the payroll and was among
                        the group or classification of Employees designated by
                        the Committee as eligible to participate in such
                        Termination Program. Employees who would be on that
                        payroll on or after that date but for an unpaid leave of
                        absence of less than six months as of that date shall
                        also be eligible.

                   (B)  The person must voluntarily incur a Severance by
                        executing the specific form provided to the person for
                        that purpose and filing it with the appropriate
                        representative of the Company by the filing date
                        specified with respect to the applicable Termination
                        Program. Persons who transfer to other positions with
                        the Company or an Affiliated Company or successor
                        thereto will not be considered as having incurred a
                        Severance for purposes of this Section 5.03(c).

                   (C)  The persons resignation and Severance must not be
                        revoked prior to the applicable filing date.

                   (D)  The person's resignation and Severance must be accepted
                        by the Company or the Affiliated Company then employing
                        the person.

                   (E)  The person must agree, by executing the Severance form
                        provided, to accept benefits under the applicable
                        Termination Program in lieu of pursuing any claims he
                        may have against the Company or any Affiliated Company
                        arising from his Severance.

                   (F)  The person must actually terminate employment with the
                        Company and all Affiliated Companies on the date
                        established pursuant to the applicable Termination
                        Program (which date is hereinafter referred to as the
                        "Scheduled Termination Date").

                                      V-9
<PAGE>
 
            (3)    INCREASED RETIREMENT BENEFITS. The Accrued Benefit of a
                   Section 5.03(c) person shall be increased by crediting the
                   person with five additional years of Benefit Service and
                   Vested Service and by deeming the person's actual
                   chronological age to be increased by five years. The minimum
                   increase in a covered Participant's Accrued Benefit (before
                   application of the increase in Vested Service) shall be equal
                   to $200 per month payable at Normal Retirement Age in the
                   Participant's normal form of benefit under Section 5.05. The
                   foregoing increases shall be calculated as of the Section
                   5.03(c) person's Scheduled Termination Date. The increase in
                   age described in this Section 5.03(c) shall be applied
                   without regard to any increase in age to which a Section
                   5.03(c) person may also be entitled under Section 5.03(b).

            (4)    FINAL AVERAGE EARNINGS. In calculating the Final Average
                   Earnings of a Section 5.03(c) person, the person's
                   Compensation for the Plan Year in which his Scheduled
                   Termination Date occurs shall include the Compensation he
                   would have earned had such Date occurred on the last day of
                   that Plan Year. In addition, a Section 5.03(c) person's
                   annualized Compensation for the period beginning on his
                   Scheduled Termination Date and ending on the last day of the
                   Plan Year including such date shall be taken into account in
                   calculating his Final Average Earnings.

            (5)    BENEFIT SERVICE. A Section 5.03(c) person's Benefit Service
                   shall be calculated in accordance with Section 1.08 but
                   taking into account the period beginning on his attainment of
                   Normal Retirement Age and ending on his Scheduled Termination
                   Date.

            (6)    RETURN TO EMPLOYMENT. If a Section 5.03(c) person again
                   becomes an Employee after his Scheduled Termination Date, his
                   Accrued Benefit under the Plan at any time thereafter shall
                   be the greater of the following:

                   (A)  The person's Accrued Benefit calculated without regard
                        to this Section 5.03(c);

                                     V-10
<PAGE>
 
                   (B)  The person's Accrued Benefit calculated at his Scheduled
                        Termination Date, taking into account this Section
                        5.03(c).

                   Notwithstanding the foregoing, if the Section 5.03(c) person
                   again terminates employment before his attainment of Normal
                   Retirement Age, the reductions under Section 5.02 for the
                   early commencement of retirement benefits shall only apply to
                   the portion, if any, of the Section 5.03(c) person's Accrued
                   Benefit which exceeds his Accrued Benefit calculated at his
                   Scheduled Termination Date, taking into account this Section
                   5.03(c).

            (7)    NONDISCRIMINATORY BENEFITS. Notwithstanding the foregoing
                   provisions of this Section 5.03(c), no Termination Program
                   shall be implemented unless such Termination Program benefits
                   a group or classification of Employees that does not
                   discriminate in favor of highly compensated employees within
                   the meaning of Section 414(q) of the Code.

     (d)    CHANGE OF CONTROL.

            (1)    APPLICATION. The provisions of this Section 5.03(d) shall
                   provide a Participant described in Section 5.03(d)(2) below
                   with the increased retirement benefits described in Section
                   5.03(d)(4) below. Notwithstanding any other provision of the
                   Plan to the contrary, the terms of this Section 5.03(d) shall
                   be subject to the requirements of Section 5.05.

            (2)    SECTION 5.03(D) PERSONS. To be eligible for the increased
                   retirement benefits described in Section 5.03(d)(4) below, a
                   Participant must meet each of the following requirements
                   (such a Participant is hereinafter referred to as a "Section
                   5.03(d) person").

                   (A)  The person must be an Employee who, on or after
                        September 9, 1986, is on the payroll and is among the
                        group or classification of Employees designated by the
                        Committee as eligible to receive increased retirement
                        benefits under this Section 5.03(d). Employees
            
                                     V-11
<PAGE>
 
                        who would be on that payroll on or after that date but
                        for an unpaid leave of absence shall also be eligible.

                   (B)  A Change of Control of the Company must occur on or
                        after September 9, 1986.

                   (C)  The person must not be receiving or entitled to receive
                        an increased retirement benefit under Section 5.03(c).

            (3)    CHANGE OF CONTROL. A "Change of Control" of the Company shall
                   occur upon the earliest of the following events.

                   (A)  Any "person" or "group" is or becomes (other than
                        pursuant to a transaction or agreement approved by the
                        Board prior to the acquisition of such status) the
                        "beneficial" owner (as defined in Rule 13d-3 under the
                        Securities Exchange Act of 1934), directly or
                        indirectly, of securities representing 50.00% or more of
                        the combined voting power of the Company's then
                        outstanding securities having ordinary voting power to
                        vote in the election of directors; or

                   (B)  During any 12-consecutive-month period commencing before
                        the date this Section 5.03(d) expires (see Section
                        5.03(d)(8)), individuals who at the beginning of such
                        period constituted the Board, plus any additional
                        individuals who during such period became members of the
                        Board whose election by the Board or nomination for
                        election by the Company's stockholders was approved by a
                        vote of at least a majority of the members of the Board
                        then still in office who either were members of the
                        Board at the beginning of the period or whose election
                        or nomination for election had been so approved, cease
                        for any reason (other than death, disability or
                        retirement in accordance with existing Company policy)
                        to constitute at least a majority of the members of the
                        Board.

                                     V-12
<PAGE>
 
            (4)    INCREASED RETIREMENT BENEFITS. The Accrued Benefit of a
                   Section 5.03(d) person shall be increased by crediting the
                   person with five additional years of Benefit Service and
                   Vested Service and by deeming the person's actual
                   chronological age to be increased by five years. The
                   foregoing increases shall be calculated as of the date the
                   Change of Control occurs. The increase in age described in
                   this Section shall be applied without regard to any increase
                   in age to which a Section 5.03(d) person may also be entitled
                   under Section 5.03(b).

            (5)    FINAL AVERAGE EARNINGS. In calculating the Final Average
                   Earnings of a Section 5.03(d) person, the person's
                   Compensation for the Plan Year in which the Change of Control
                   occurs shall include the Compensation he would have earned
                   had the Change of Control occurred on the last day of that
                   Plan Year.

            (6)    LIMITATION ON BENEFIT. If, as a result of Section 5.03(d)(4),
                   a Section 5.03(d) person is or would become a "Disqualified
                   Individual" as defined in Section 280G of the Code, or any
                   successor provision thereto, and would be subject to the
                   imposition of an excise tax pursuant to Section 4999 of the
                   Code, or any successor provision thereto, then Section
                   5.03(d)(4) shall be operative only if and to the extent that
                   the Section 5.03(d) person will not be subject to the
                   imposition of such excise tax.

            (7)    AMENDMENT OF SECTION 5.03(D). This Section 5.03(d) may not be
                   amended in any fashion which has the effect of revoking or
                   eliminating such Section, unless all Section 5.03(d) persons
                   consent in writing to such an amendment. The provisions of
                   this Section 5.03(d) may only be amended by the Board to
                   clarify any ambiguities hereunder or to increase the
                   additional retirement benefits provided hereunder.

            (8)    EXPIRATION OF SECTION. This Section 5.03(d) shall
                   automatically expire at the close of business on September 9,
                   1991 if, and only if, no Change of Control occurs prior
                   thereto.

                                     V-13
<PAGE>
 
            (9)    NONDISCRIMINATORY BENEFITS. Notwithstanding the foregoing
                   provisions of this Section 5.03(d), the provisions hereof
                   shall not be implemented unless the group or classification
                   of Employees designated by the Committee as eligible to
                   receive increased retirement benefits does not discriminate
                   in favor of highly compensated employees within the meaning
                   of Section 414(q) of the Code.

     (e)    RETIREMENT BENEFIT PAYABLE BY REASON OF RETIREMENT ON A POSTPONED
            RETIREMENT DATE. Subject to Section 203 of ERISA, if a Participant
            continues in active employment after his attainment of Normal
            Retirement Age, the Participant's retirement benefit hereunder shall
            commence on the first day of the month next following his postponed
            retirement date and shall be payable as provided in Section 5.05.
            The amount of the retirement benefit to which a Participant may be
            entitled upon retirement after his attainment of Normal Retirement
            Age shall be computed in accordance with the provisions of Section
            5.03(a), based however, upon the Participant's Benefit Service and
            Final Average Earnings as of his postponed retirement date.

     (f)    COORDINATION WITH LIMITATIONS ON CONTRIBUTIONS AND BENEFITS.
            Notwithstanding any of the foregoing, in no event shall the amount
            of any benefit determined under this Section exceed the maximum
            benefit permitted under Section 415 of the Code.

     5.04   CODE SECTION 415 LIMITATIONS.

     (a)    GENERAL LIMITATION. Subject to the provisions of subsections (f),
            (g) and (h), a Participant's Accrued Benefit, when expressed as an
            Annual Benefit (as hereinafter defined), shall not at any time
            during a Plan Year exceed the lesser of: (1) the Defined Benefit
            Dollar Limitation applicable to that Plan Year, or (2) 100% of the
            Participant's average annual Includable Compensation for his High
            Three Years (as hereinafter defined). If a Participant's Accrued
            Benefit in any Plan Year would produce an Annual Benefit in excess
            of this limitation, the rate of accrual will be reduced so that the
            Annual Benefit will equal the maximum permitted amount. If

                                     V-14
<PAGE>
 
            the Participant is, or has ever been, covered under more than one
            Defined Benefit Plan maintained by the Company or an Affiliated
            Company, the sum of the Participant's Annual Benefits from all such
            Defined Benefit Plans may not exceed the limitation provided in this
            subsection, and the rate of accrual under this Plan will be reduced,
            if necessary, to meet this limitation.

     (b)    DETERMINATION OF DEFINED BENEFIT DOLLAR LIMITATION.

            (1)    LIMIT BEFORE ADJUSTMENT. The Defined Benefit Dollar
                   Limitation applicable to a Plan Year shall be $90,000,
                   adjusted for years beginning after December 31, 1987 to the
                   amount determined by the Commissioner of Internal Revenue,
                   pursuant to the authority of Section 415(d)(l)(A) of the Code
                   and regulations thereunder, which is made effective as of the
                   first day of the Plan Year.

            (2)    ADJUSTMENT FOR BENEFIT COMMENCEMENT DATE BEFORE SOCIAL
                   SECURITY RETIREMENT AGE. If a Participant's Benefit
                   Commencement Date is prior to the date on which he attains
                   Social Security Retirement Age, the Defined Benefit Dollar
                   Limitation described in paragraph (1) shall, with respect to
                   that Participant, be decreased so that it is the Actuarial
                   Equivalent of an annual benefit of $90,000 (adjusted in the
                   manner described in paragraph (1)) commencing at Social
                   Security Retirement Age. The adjustment provided for in the
                   preceding sentence shall be made in a manner prescribed by
                   the Secretary of the Treasury that is consistent with the
                   reduction under the Social Security Act of old-age insurance
                   benefits commencing before normal retirement age.

            (3)    ADJUSTMENT FOR BENEFIT COMMENCEMENT DATE AFTER SOCIAL
                   SECURITY RETIREMENT AGE. If a Participant's Benefit
                   Commencement Date is after the date on which he attains
                   Social Security Retirement Age, the Defined Benefit Dollar
                   Limitation described in paragraph (1) shall, with respect to
                   that Participant, be increased so that it is the Actuarial
                   Equivalent of an

                                     V-15
<PAGE>
 
                   annual benefit of $90,000 (adjusted in the manner described
                   in paragraph (1)) commencing at Social Security Retirement
                   Age.

            (4)    ADJUSTMENT FOR LESS THAN TEN YEARS OF PARTICIPATION. If a
                   Participant has less than ten years of participation in the
                   Plan, the Defined Benefit Dollar Limitation applicable to the
                   Participant's Accrued Benefit shall be adjusted by
                   multiplying such limitation by a fraction the numerator of
                   which is the number of the Participant's years of
                   participation (or portion thereof), and the denominator of
                   which is ten. For purposes of this paragraph (4), the term
                   "year of participation" shall have such meaning as is set
                   forth in regulations published by the Secretary of the
                   Treasury under Section 415(b) of the Code.

     (c)    DETERMINATION OF A PARTICIPANTS HIGH THREE YEARS. A Participant's
            High Three Years shall be the three consecutive Plan Years of his
            employment with the Company or Affiliated Company (or, if he does
            not have three consecutive Plan Years of such employment, his
            greatest actual number of consecutive Plan Years of such employment)
            during which he had the greatest aggregate Includable Compensation.

     (d)    EXPRESSION OF ACCRUED BENEFIT AS AN ANNUAL BENEFIT.

            (1)    The term "Annual Benefit" means a benefit which is payable
                   annually in the form of a straight life annuity with no
                   ancillary benefits, without regard to benefits attributable
                   to either Employee contributions or rollover contributions
                   (as defined in Code Sections 402(a)(5), 403(a)(4) and
                   408(d)(3)).

            (2)    If a Participant's Accrued Benefit is payable in any form
                   other than an Annual Benefit, the limitation set forth in
                   subsection (a) shall be applied by adjusting the actual form
                   of that Participant's benefit distribution to an Annual
                   Benefit, commencing at the same Benefit Commencement Date as
                   the actual form of his benefit distribution, which is the
                   Actuarial Equivalent of such actual form.

                                     V-16
<PAGE>
 
            (3)    In making the adjustment described in paragraph (2), the
                   following values shall not be taken into account.

                   (A)  The value of a Qualified Joint and Survivor Annuity;

                   (B)  The value of ancillary benefits that are not directly
                        related to retirement benefits (including, but not
                        limited to, pre-retirement disability and death benefits
                        and post-retirement medical benefits); and

                   (C)  The value of benefits provided by the Plan which reflect
                        post-retirement cost of living increases to the extent
                        that such increases are in accordance with Section
                        415(d) of the Code and Treasury Regulation Section 
                        1.415-5.

     (e)    LIMITATION ON CERTAIN ASSUMPTIONS.

            (1)    For purposes of the adjustments described in subsections
                   (b)(2), (d)(2) and (d)(3), the interest rate assumption shall
                   not be less than the greater of 5% or the rate specified in
                   Section 1.02.

            (2)    For purposes of the adjustment described in subsection
                   (b)(3), the interest rate assumption shall not be greater
                   than the lesser of 5% or the rate specified in Section 1.02.

            (3)    For purposes of the adjustments described in subsections
                   (b)(2), (b)(3), (d)(2) and (d)(3) no adjustments under
                   Section 415(d)(l) of the Code shall be taken into account
                   prior to the year for which such adjustment first takes
                   effect.

     (f)    PERMISSIBLE MINIMUM BENEFIT. Notwithstanding the provisions of
            subsection (a), but subject to the provisions of subsection (g), a
            Participant's Accrued Benefit shall be deemed not to exceed the
            limitations of this Section if (1) the benefits actually paid to him
            under this Plan and all other Defined Benefit Plans maintained by
            the Company or any Affiliated Company do not exceed $10,000 in any
            Plan Year, regardless of the Benefit Commencement Date or the form
            in which such benefits are paid and (2) he has not at any time
            participated in a Defined

                                     V-17
<PAGE>
 
            Contribution Plan maintained by the Company or any Affiliated
            Company. For purposes of subclause (2), a Participant shall not be
            deemed to be participating in a separate Defined Contribution Plan
            maintained by the Company or an Affiliated Company solely by reason
            of his making Participant contributions to the Plan.

     (g)    REDUCTION FOR LESS THAN TEN YEARS OF BENEFIT SERVICE. If a
            Participant has less than ten years of Benefit Service at his
            Benefit Commencement Date, the limitation set forth in subsection
            (a) with respect to a Participant's average Includable Compensation
            for his High Three Years and the limitation set forth in subsection
            (f) shall be reduced by multiplying such limitations by a fraction,
            the numerator of which is his years of Benefit Service (or portion
            thereof), and the denominator of which is ten.

     (h)    TRANSITION RULES FOR PRIOR PARTICIPATION.

            (1)    In the case of an individual who was a participant in one or
                   more Defined Benefit Plans maintained by the Company or any
                   Affiliated Company before July 1, 1982, the application of
                   the limitations of this Section shall not cause the maximum
                   permissible benefit for such individual under all such
                   Defined Benefit Plans to be less than the individual's
                   accrued benefit under all such Defined Benefit Plans as of
                   the end of the Limitation Year beginning in 1982 determined
                   without regard to any amendments to such Plans adopted after
                   July 1, 1982, including optional benefit forms. The preceding
                   sentence applies only if all such Defined Benefit Plans met
                   the requirements of Section 415 of the Code, as in effect on
                   July 1, 1982, for all Limitation Years beginning before
                   January 1, 1983.

            (2)    In the case of an individual who was a participant in one or
                   more Defined Benefit Plans maintained by the Company or any
                   Affiliated Company before May 6, 1986, the application of the
                   limitations of this Section shall not cause the maximum
                   permissible benefit for such individual under all such
                   Defined Benefit Plans to be less than the individual's
                   accrued benefit under all such Defined Benefit Plans as of
                   the end of the Limitation Year

                                     V-18
<PAGE>
 
                   beginning in 1986 determined without regard to any amendments
                   to such Plans adopted after May 5 1986, including optional
                   benefit forms. The preceding sentence applies only if all
                   such Defined Benefit Plans met the requirements of Section
                   415 of the Code, as in effect on May 6 1986, for all
                   Limitation Years beginning before January 1, 1987.

     (i)    AGGREGATE BENEFIT LIMITATION. If the Company or an Affiliated
            Company maintains, or at any time maintained, one or more Defined
            Contribution Plans (or, after December 31, 1985, a Welfare Benefit
            Fund) covering any Participant in this Plan, the sum of the Defined
            Benefit Fraction (defined in paragraph (1)) and the Defined
            Contribution Fraction (defined in paragraph (2)) for any Limitation
            Year shall equal no more than one (1.0). The current Annual Addition
            under the Defined Contribution Plan(s) will be reduced first, and
            then the rate of accrual under this Plan will be reduced, if
            necessary to meet this limitation.

            (1)    "Defined Benefit Fraction" shall mean a fraction, the
                   numerator of which is the Projected Annual Benefit (as
                   defined in paragraph (5)) of the Participant under all
                   Defined Benefit Plans maintained by the Company or any
                   Affiliated Company determined as of the close of the
                   Limitation Year pursuant to Treasury Regulations under
                   Section 415 of the Code, and the denominator of which is the
                   lesser of (A) 140% of the Participant's average Includable
                   Compensation for his High Three Years adjusted in the manner
                   set forth in subsection (g), or (B) 125% of the Defined
                   Benefit Dollar Limitation determined as of the close of the
                   Limitation Year.

            (2)    "Defined Contribution Fraction" shall mean a fraction, the
                   numerator of which is the sum of the Annual Additions
                   (hereinafter defined) to the Employee's Defined Contribution
                   Plan accounts for the applicable Limitation Year and each
                   prior Limitation Year, and the denominator of which is the
                   sum of the lesser of the following products for each
                   Limitation Year in which the Employee was an Employee
                   (regardless of whether a Defined Contribution Plan was in
                   existence for such Plan Year):

                                     V-19
<PAGE>
 
                   (A) the Defined Contribution Dollar Limitation effective for
                   the Limitation Year, multiplied by 125%, or (B) 35% of the
                   Participant's Includable Compensation for such Limitation
                   Year.

            (3)    If the Participant was a participant in one or more Defined
                   Contribution Plans maintained by the Company or an Affiliated
                   Company which were in existence on July 1, 1982, the
                   numerator of the Defined Contribution 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: (A) the excess of the sum of the fractions over 1.0,
                   times (B) 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, 1983. This adjustment will also
                   be made if at the end of the last Limitation Year beginning
                   before January 1, 1984, the sum of the fractions exceeds 1.0
                   because of benefit accruals or annual additions that were
                   made before the limitations of this Section became effective
                   to any Qualified Plans of the Company or an Affiliated
                   Company in existence on July 1, 1982.

            (4)    If the Participant was a participant in one or more Defined
                   Contribution Plans that satisfied the requirements of Section
                   415 of the Code as of the last Limitation Year beginning
                   before January 1, 1987, an amount shall be subtracted from
                   the numerator of the Defined Contribution Fraction (not
                   exceeding such numerator) as prescribed by the Secretary of
                   the Treasury so that the sum of the Defined Benefit Fraction
                   and the Defined Contribution Fraction does not exceed 1.0 for
                   such Limitation Year.

            (5)    "Projected Annual Benefit" shall mean the Annual Benefit as
                   defined in subsection (d), to which the Participant would be
                   entitled under the terms of the Plan assuming:

                                     V-20
<PAGE>
 
                   (A)  The Participant will continue employment until Normal
                        Retirement Age (or current age, if later); and

                   (B)  The Participant's Compensation for the current
                        Limitation Year and all other relevant factors used to
                        determine benefits under the Plan will remain constant
                        for all future Limitation Years.

            (6)    For purposes of this subsection, a master or prototype plan
                   is a Qualified Plan the form of which is the subject of a
                   favorable opinion letter from the Internal Revenue Service.

            (7)    "Annual Addition" shall mean, with respect to a Participant
                   in a Limitation Year, the sum of the following amounts with
                   respect to all Qualified Plans and Welfare Benefit Funds
                   maintained by the Company or any Affiliated Company:

                   (A)  The amount of any employer-provided contribution with
                        respect to the Limitation Year which is allocated to the
                        Participant's account;

                   (B)  The amount of any forfeitures for the Limitation Year
                        allocated to the Participant's account;

                   (C)  The amount of a Participant's voluntary nondeductible
                        contributions for the Limitation Year provided that the
                        Annual Addition for any Limitation Year beginning before
                        January 1, 1987 shall not be recomputed to treat all
                        voluntary nondeductible contributions as an Annual
                        Addition;

                   (D)  The amount allocated, after March 31, 1984, to an
                        individual medical account as defined in Section
                        415(l)(l) of the Code, which is part of a Defined
                        Benefit Plan maintained by the Company or an Affiliated
                        Company; and

                   (E)  The amount 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 Section

                                     V-21
<PAGE>
 
                        419A(d)(3) of the Code), under a Welfare Benefit Fund
                        maintained by the Company or an Affiliated Company.

     (j)    AGGREGATION OF PLANS. For purposes of this Section, all Defined
            Benefit Plans ever maintained by the Company or an Affiliated
            Company shall be treated as one Defined Benefit Plan, and all
            Defined Contribution Plans ever maintained by the Company or an
            Affiliated Company shall be treated as one Defined Contribution Plan
            (whether or not any such Qualified Plan was terminated).

     (k)    LIMITATION ON CERTAIN ADJUSTMENTS. In no event shall the adjustments
            of subsections (b)(4) and (g) above reduce the limitations provided
            under Sections 415(b)(l) and 415(b)(4) of the Code to an amount less
            than one-tenth of the applicable limitations as determined without
            such adjustments.

     (l)    INCORPORATION OF CERTAIN REQUIREMENTS. Notwithstanding any other
            provision of the Plan to the contrary, the foregoing limitations
            shall be applied in accordance with requirements of Section 415 of
            the Code and the Treasury Regulations thereunder, and such Section
            and regulations are hereby incorporated by reference.

     5.05   FORMS OF RETIREMENT BENEFIT.

     (a)    UNMARRIED PARTICIPANT. The normal form of payment of retirement
            benefits under the Plan for a Participant who is not married on his
            Benefit Commencement Date shall be a Straight-Life Annuity
            consisting of equal monthly installments payable on the first day of
            each month commencing on or immediately following his Benefit
            Commencement Date and ending with the monthly payment due
            immediately prior to his death. In the event that an unmarried
            Participant has a former spouse who pursuant to Section 5.06(b) is
            treated as a spouse or surviving spouse such Participant shall be
            deemed to be a married Participant hereunder to the extent required
            by Section 5.06(b).

     (b)    MARRIED PARTICIPANT. The normal form of payment of benefits under
            the Plan for a Participant who is married on his Benefit
            Commencement Date shall be a Qualified Joint and Survivor Annuity,
            unless an optional form of benefit is selected

                                     V-22
<PAGE>
 
            pursuant to a Qualified Election as defined in Section 5.06(a)
            within the 90-day period prior to the date benefits commence.

     (c)    OPTIONAL FORMS OF RETIREMENT BENEFIT. The optional forms of
            retirement benefit under the Plan, each of which shall be the
            Actuarial Equivalent of the normal form of benefit under subsection
            (a) or (b) above, whichever is applicable, shall be the following:

            (1)    A 10-Year Certain and Continuous Annuity, under which monthly
                   benefit payments are made to the Participant during his
                   lifetime, and if the Participant's death occurs before the
                   Participant has received 120 monthly payments, monthly
                   payments shall be continued to his Beneficiary until the
                   Participant and his Beneficiary have received a total of 120
                   payments.

            (2)    A Contingent Annuitant Annuity, under which monthly benefit
                   payments are made to the Participant during his lifetime and
                   following his death are continued to his Beneficiary, if the
                   Beneficiary survives the Participant. in an amount equal to
                   50% or 100% (as the Participant shall elect) of the monthly
                   payments to the Participant. If the Participant's Beneficiary
                   dies after the Benefit Commencement Date, the amount of
                   monthly payments to the Participant shall not be increased
                   and shall cease upon his death. For purposes of this optional
                   form of benefit, a Participant may designate only one
                   individual as a Beneficiary.

            (3)    For married Participants, a Straight-Life Annuity, as
                   described in subsection (a).

            (4)    With respect to an Employee who was an active participant in
                   any predecessor plan that was amended and merged into this
                   Plan and who was entitled to receive a lump sum benefit under
                   such predecessor plan, a Lump Sum Option, under which the
                   portion of the Participant's retirement benefit attributable
                   to his participation in such predecessor plan is paid in a
                   single sum payment.

                                     V-23
<PAGE>
 
            Each optional form of benefit (other than the Lump Sum Option) shall
            be the Actuarial Equivalent of the Participant's normal form of
            benefit. The Lump Sum Option shall be the Actuarial Equivalent of
            the normal form of benefit of the portion of the Participant's
            retirement benefit attributable to his participation in the
            applicable predecessor plan. Subject to Section 5.06, a Participant
            may elect in writing, on a form provided by the Committee, to have
            his monthly retirement benefit paid in one of the optional forms;
            provided, however, that the election will be effective only if the
            Participant is alive on the date benefits are scheduled to commence
            or a single sum payment is scheduled to be made. The period for
            making this election shall be for at least 90 days following the
            furnishing of all applicable information to the Participant by the
            Committee and ending not earlier than 90 days before his Benefit
            Commencement Date. Any election made by a Participant under this
            Section may be revoked in writing during the election period and
            another election may be made during such period. Notwithstanding the
            foregoing, the election and revocation of any election must be made
            in accordance with rules adopted by the Committee which are not
            inconsistent with regulations issued in accordance with ERISA and
            the Code.

     5.06   SPECIAL ANNUITY PROVISIONS.

     (a)    QUALIFIED ELECTION. For purposes of Section 5.05(b), "Qualified
            Election" means a waiver of a Qualified Joint and Survivor Annuity
            which meets the requirements of this subsection. The waiver must be
            in writing, must be consented to by the Participant's spouse, must
            designate a Beneficiary (if other than the consenting spouse) and
            must select an optional form of benefit in accordance with Section
            5.05. The spouse's consent to a waiver must be witnessed by a Plan
            representative or notary public. Notwithstanding this consent
            requirement, if the Participant establishes to the satisfaction of a
            Plan representative that such written consent may not be obtained
            because there is no spouse or the spouse cannot be located, a waiver
            will be deemed a Qualified Election. Any consent necessary under
            this provision will be valid only with respect to the spouse who
            signs the

                                     V-24
<PAGE>
 
            consent, or in the event of a deemed Qualified Election, the
            designated spouse. A revocation of a prior waiver may be made by a
            Participant without the consent of the spouse at any time before the
            commencement of benefits. However, a Participant whose spouse has
            consented to a Qualified Election may not change the optional form
            of benefits or elect an optional form following his revocation of
            the Qualified Election without spousal consent unless the Qualified
            Election expressly acknowledges the spouse's right to limit consent
            to a single election but expressly permits the Participant to elect
            optional forms of benefit without any further consent of the spouse.

            Notwithstanding the foregoing or any other provision of the Plan to
            the contrary, a Participant may elect to receive his retirement
            benefit in the form of a Contingent Annuitant Annuity described in
            Section 5.05(c)(2) without the consent of his spouse, provided his
            spouse is designated as the Beneficiary under such optional form of
            benefit.

     (b)    CERTAIN SPOUSES. A former spouse will be treated as the spouse or
            surviving spouse of a Participant to the extent provided under a
            qualified domestic relations order as described in Section 414(p) of
            the Code.

     (c)    NOTICE REQUIREMENTS. In the case of a Qualified Joint and Survivor
            Annuity, the Committee shall provide each Participant within a
            reasonable period prior to the commencement of benefits a written
            explanation of: (1) the terms and conditions of a Qualified Joint
            and Survivor Annuity, (2) the Participant's right to make and the
            effect of an election to waive the Qualified Joint and Survivor
            Annuity form of benefit, (3) the rights of a Participant's spouse,
            and (4) the right to make, and the effect of, a revocation of a
            previous election to waive the Qualified Joint and Survivor Annuity.

     5.07   RULES GOVERNING DISTRIBUTIONS.

     (a)    COMMENCEMENT OF BENEFITS. Unless the Participant elects otherwise in
            writing, distribution of benefits will begin no later than the 60th
            day after the close of the Plan Year in which occurs the later of:

                                     V-25
<PAGE>
 
            (1)    The Participant's attainment of age 65; or

            (2)    The Participant's Severance.

            Subject to subsection (b), a Participant may elect to have benefits
            commence at a later date by submitting to the Committee a written
            request therefor.

     (b)    RESTRICTIONS ON PERIOD OF DISTRIBUTION. Distribution of a
            Participant's entire benefit will commence not later than April 1
            following the calendar year in which the Participant attains age 70-
            1/2. Unless the form of distribution is a single sum payment,
            distributions will be made in non-increasing dollar payments each
            year over one of the following periods: (1) the life of the
            Participant, (2) the joint lives of the Participant and his
            Beneficiary, (3) a period certain not exceeding the life expectancy
            of the Participant, (4) a period certain not exceeding the joint
            life expectancy of the Participant and his Beneficiary, or (5) a
            combination of the foregoing.

     (c)    MINIMUM AMOUNTS TO BE DISTRIBUTED. If the Participant's entire
            interest in the Plan is to be distributed in a form other than a
            single sum payment, then the amount to be distributed each year must
            be at least an amount equal to the quotient obtained by dividing the
            Participant's entire interest by the life expectancy of the
            Participant or joint and last survivor expectancy of the Participant
            and designated Beneficiary. Life expectancy and joint and last
            survivor expectancy shall be computed by the use of the return
            multiples contained in Section 1.72-9 of the Treasury Regulations.
            For purposes of this computation, the life expectancy of the
            Participant (and the Participant's spouse, if the spouse is the
            designated Beneficiary) may be recalculated no more frequently than
            annually. The life expectancy of a Beneficiary other than a spouse
            may not be recalculated. If the Participant's spouse is not the
            designated Beneficiary, then the method of distribution selected
            must assure that at least 50% of the present value of the amount
            available for distribution is paid within the life expectancy of the
            Participant.

                                     V-26
<PAGE>
 
     (d)    RESTRICTIONS IN THE EVENT OF DEATH. Upon the death of the
            Participant, the following distribution provisions shall apply:

            (1)    If the Participant dies after distribution of his interest
                   has commenced, the remaining portion of such interest will
                   continue to be distributed at least as rapidly as under the
                   method of distribution being used prior to the Participant's
                   death.

            (2)    If the Participant dies before distribution of his interest
                   commences, the Participant's entire interest will be
                   distributed no later than 5 years after the Participant's
                   death except to the extent that an election is made to
                   receive distributions in accordance with subparagraph (A) or
                   (B):

                   (A)  If any portion of the Participant's interest is payable
                        to a designated Beneficiary distributions may be made in
                        substantially equal installments over the life or life
                        expectancy of the designated Beneficiary commencing no
                        later than one year after the Participant's death.

                   (B)  If the designated Beneficiary is the Participant's
                        surviving spouse, the date distributions are required to
                        begin in accordance with subparagraph (A) shall not be
                        earlier than the date in which the Participant would
                        have attained age 70-1/2, and if the spouse dies before
                        payments begin, subsequent distributions shall be made
                        as if the spouse had been the Participant.

                   For purposes of this paragraph, payments will be calculated
                   by use of the return multiples specified in Section 1.72-9 of
                   the Treasury Regulations. Life expectancy of a surviving
                   spouse may be recalculated annually. In the case of any other
                   designated Beneficiary, life expectancy will be calculated at
                   the time payment first commences without further
                   recalculation.

            (3)    For purposes of this subsection, any amount paid to a child
                   of the Participant will be treated as if it had been paid to
                   the surviving spouse if

                                     V-27
<PAGE>
 
                   the amount becomes payable to the surviving spouse when the
                   child reaches the age of majority.

     (e)    DELAYED PAYMENTS. If the amount of a benefit payment required to
            commence on a date determined under this Section cannot be
            ascertained by such date, or if it is not possible to make such
            payment on such date because the Committee has been unable to locate
            the Participant after making reasonable efforts to do so, a payment
            retroactive to such date may be made no later than 60 days after the
            earliest date on which the amount of such payment can be ascertained
            or the date on which the Participant is located (whichever is
            applicable).

     (f)    CONSENT TO DISTRIBUTION. If the present value of a Participant's
            vested Accrued Benefit ever exceeded $3,500, the Committee shall not
            distribute the Participant's benefit to him unless the Participant
            and his spouse (in accordance with Section 5.06(a)) consent to such
            distribution or unless the Participant consents and the distribution
            is in the form of a Qualified Joint and Survivor Annuity. If the
            present value of the Participant's vested Accrued Benefit does not
            exceed $3,500 and payment of benefits has not commenced, the
            Committee may distribute the benefit as an immediate single sum
            payment notwithstanding the provisions of Sections 5.05(b).

     5.08   RELEVANT INFORMATION. A Participant entitled to receive benefits
under a Qualified Joint and Survivor Annuity or any other option providing
benefits or contingent benefits to his spouse or other Beneficiary shall certify
to the Committee such information as it may reasonably request respecting his
spouse or Beneficiary, including (but not limited to) information as to name,
address, age, sex, and date of marriage. The Committee shall be entitled to rely
upon any certification of a Participant's marital status and shall not be
obligated to make inquiry into the legal effect of any actual or purported
marriage, marital dissolution, or common-law relationship.

     5.09   BENEFITS UPON REEMPLOYMENT. If a Participant receives a benefit and
again becomes a Participant, his Accrued Benefit or Normal Retirement Benefit on
his subsequent Severance shall be reduced by the Actuarial Equivalent of the
payments previously made to him.

                                     V-28
<PAGE>
 
     5.10   SUSPENSION OF BENEFITS.

     (a)    GENERAL RULE. If a Participant who is receiving periodic retirement
            benefits from the Plan again becomes an Employee of a Participating
            Company, his retirement benefit will be suspended for each calendar
            month during which the Employee completes at least 40 Hours of
            Service with a Participating Company in Section 203(a)(3)(B)
            Service. Similarly, a retirement benefit which commences later than
            Normal Benefit Commencement Date will be computed as if the Employee
            had been receiving benefits since Normal Benefit Commencement Date
            and had been reemployed, without actuarial increase for amounts
            which would have been subject to suspension under the preceding
            sentence.

     (b)    RESUMPTION OF PAYMENT. If benefit payments have been suspended,
            payments shall resume no later than the first day of the third
            calendar month after the calendar month in which the Employee ceases
            to be employed in Section 203(a)(3)(B) Service. The initial payment
            upon resumption shall include the payment scheduled to occur in the
            calendar month when payments resume and any amounts withheld during
            the period between the cessation of Section 203(a)(3)(B) Service and
            the resumption of payments.

     (c)    NOTIFICATION. No payment shall be withheld by the Plan pursuant to
            this Section unless the plan notifies the Employee by personal
            delivery or first class mail during the first calendar month or
            payroll period in which the Plan withholds payments that his
            benefits are suspended. Such notification shall contain a
            description of the specific reasons why benefit payments are being
            suspended, a description of the Plan provision relating to the
            suspension of payments, a copy of such provisions. and a statement
            to the effect that applicable Department of Labor Regulations may be
            found in Section 2530.203-3 of the Code of Federal Regulations. In
            addition, the notice shall inform the Employee of the Plan's
            procedures for affording a review of the suspension benefits.
            Requests for such reviews may be considered in accordance with the
            claims procedure set forth in Section 10.12.

     (d)    AMOUNT SUSPENDED.

                                     V-29
<PAGE>
 
            (1)    LIFE ANNUITY. In the case of benefits payable periodically on
                   a monthly basis for as long as a life (or lives) continues,
                   such as a straight life annuity or a Qualified Joint and
                   Survivor Annuity, the amount suspended under subsection (a)
                   shall be equal to the monthly benefit payment.

            (2)    OTHER BENEFIT FORMS. In the case of a benefit payable in a
                   form other than the form described in paragraph (1) above,
                   the amount suspended under subsection (a) in a calendar month
                   in which the Employee is employed in Section 203(a)(3)(B)
                   Service shall be equal to the lesser of:

                   (A)  The amount of benefits which would have been payable to
                        the Employee if he had been receiving monthly benefits
                        under the Plan since actual retirement based on a single
                        life annuity commencing at actual retirement age; or

                   (B)  The actual amount paid or scheduled to be paid to the
                        Employee for such month. Payments which are scheduled to
                        be paid less frequently than monthly may be converted to
                        monthly payment for purposes of the foregoing sentence.

     (e)    TOP-HEAVY PLAN MINIMUM BENEFIT. This Section does not apply to the
            Minimum Benefit to which the Participant is entitled under the Top-
            Heavy Plan provisions of Article IX.

     (f)    SECTION 203(A)(3)(B) SERVICE. The definition of "Section
            203(a)(3)(B) Service" is set forth in Department of Labor Regulation
            Section 2530.203-3(c) (1).

     5.11   PROHIBITION AGAINST REDUCTION OF ACCRUED BENEFIT. Notwithstanding
the provisions of Sections 1.35 and 5.02, with respect to individuals who become
Participants after attaining age 60 and before January 1, 1989, no change in the
Normal Retirement Age under the Plan shall be effective to the extent that it
has the effect of decreasing the present value as of December 31. 1988 of such a
Participant's Accrued Benefit.

     5.12   WITHHOLDING ON PAYMENT OF BENEFITS. All nonperiodic distributions
and periodic payments shall be subject to the provisions of Section 10.08, items
(i) through (k) hereto, unless pursuant to Code Section 401(a)(31) and Treasury
Regulation Section 1.401(a)(31)-1T the

                                     V-30
<PAGE>
 
distributee of any eligible rollover distribution elects to have the
distribution paid directly to an eligible retirement plan in a direct rollover.
Accordingly, in addition to any other required payment restrictions, the
Committee shall, not less than 30 days or more than 90 days prior to a
distribution, provide the distributee with a notice of his right to have his
distribution paid in a direct rollover to an eligible retirement plan and
provide the distributee the means to make such election in accordance with the
following:

     (a)    If a distribution is one to which Section 401(a)(11) and 417 of the
            Internal Revenue Code do not apply, such distribution may commence
            less than 30 days after the notice required under Section 1.411(a)-
            11(c) of the Income Tax Regulations is given, provided that:

            (i)    The Plan 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),

            (ii)   The Participant after receiving the notice, affirmatively
                   elects a distribution, and

            (iii)  The Participant does not have an Eligible Spouse.

     (b)    This provision applies to distributions made on or after January 1,
            1993. Notwithstanding any provision of the Plan to the contrary that
            would otherwise limit a distributee's election under this provision,
            a distributee may elect, at the time and in the manner prescribed by
            the Plan Administrator, to have any portion of an eligible rollover
            distribution that is at least equal to $500 paid directly to an
            eligible retirement plan specified by the distributee in a direct
            rollover.

     (c)    DEFINITIONS.

            (i)    ELIGIBLE ROLLOVER DISTRIBUTION: An eligible rollover
                   distribution is any distribution of all or any portion of the
                   balance to the credit of the distributee, except that an
                   eligible rollover distribution does not include: any
                   distribution that is one of a series of substantially equal
                   periodic payments (not less frequently than annually) made
                   for the life (or life

                                     V-31
<PAGE>
 
                   expectancy) of the distributee or the joint lives (or joint
                   life expectancies) of the distributee and the distributee's
                   designated Beneficiary, or for a specified period of 10 years
                   or more; any distribution to the extent such distribution is
                   required under Section 401(a)(9) of the Code; and the portion
                   of any distribution that is not includable in gross income
                   (determined without regard to the exclusion for net
                   unrealized appreciation with respect to Employer securities).

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

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

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

                                     V-32
 
<PAGE>
 
                                  ARTICLE VI

                                DEATH BENEFITS



     6.01   SPOUSAL DEATH BENEFIT. The Eligible Spouse of a Participant who has
a vested interest in his Normal Retirement Benefit and who dies prior to his
Benefit Commencement Date shall receive a Qualified Pre-retirement Survivor
Annuity, in an amount determined as follows:

     (a)    DEATH AFTER EARLIEST RETIREMENT AGE. If the Participant dies after
            attaining Early Retirement Age, the payments to his Eligible Spouse
            under the Qualified Pre-retirement Survivor Annuity shall be equal
            to 50% of the payments the Participant would have received under a
            Straight-Life Annuity determined under Section 5.05(c)(3) had the
            Participant retired with such an annuity on the day prior to his
            death.

     (b)    DEATH ON OR BEFORE EARLIEST RETIREMENT AGE. If the Participant dies
            on or before attaining Early Retirement Age, the payments to his
            Eligible Spouse under the Qualified Pre-retirement Survivor Annuity
            shall be equal to 50% of the payments the Participant would have
            received under a Straight-Life Annuity determined under Section
            5.05(c)(3) had the Participant:

            (1)    Experienced a Severance on the date of his death (if he was
                   an Employee on the date of his death);

            (2)    Survived to his Early Retirement Age;

            (3)    Received such an annuity at his Early Retirement Age; and

            (4)    Died on the day after his Early Retirement Age.

     6.02   COMMENCEMENT OF BENEFIT. The Eligible Spouse shall begin to receive
payments as of the last day of the month in which the Participant would have
attained Early Retirement Age unless she elects a later date (in conformity with
Sections 5.07(b), (c) and (d), as applicable).

                                     VI-1
<PAGE>
 
     6.03   CERTAIN SPOUSES. A former spouse will be treated as the spouse or
surviving spouse of a Participant to the extent provided under a qualified
domestic relations order as described in Section 414(p) of the Code.

     6.04   COST OF COVERAGE. The Participant's benefit under the Plan shall not
be reduced by the cost of providing the Qualified Pre-retirement Survivor
Annuity coverage described in Section 6.01.
 
                                     VI-2
<PAGE>
 
                                  ARTICLE VII

                                    VESTING




     7.01   VESTED BENEFIT.

     (a)    YEARS OF VESTED SERVICE. Subject to subsections (b), (c) and (d),
            the interest of each Participant in his Accrued Benefit shall become
            vested and nonforfeitable in accordance with whichever of the
            following vesting schedules will provide the Participant with the
            greatest nonforfeitable percentage of such Accrued Benefit:

<TABLE>
<CAPTION>
                                                                       NONFORFEITABLE   
                                                                        PERCENTAGE OF   
            PARTICIPANT'S YEARS         SUM OF PARTICIPANT'S AGE        PARTICIPANT'S        
             OF VESTED SERVICE             AND VESTED SERVICE          ACCRUED BENEFIT  
        ---------------------------   ----------------------------   -------------------
        <S>                           <C>                            <C>                
                Less than 5                                                   0%        
                At least 5                     At least 45                   50%        
                At least 6                     At least 47                   60%        
                At least 7                     At least 49                   70%        
                At least 8                     At least 51                   80%        
                At least 9                     At least 53                   90%        
                At least 10                    At least 55                  100%         
</TABLE> 

<TABLE>
<CAPTION>
                                                                       NONFORFEITABLE   
                                                                        PERCENTAGE OF   
            PARTICIPANT'S YEARS                                         PARTICIPANT'S        
             OF VESTED SERVICE                                         ACCRUED BENEFIT  
        ---------------------------                                  -------------------
        <S>                                                          <C>                
                Less than 10                                                  0%        
                At least 10                                                  50%        
                At least 11                                                  60%        
                At least 12                                                  70%        
                At least 13                                                  80%        
                At least 14                                                  90%        
                At least 15                                                 100%         
</TABLE>

                                     VII-1
<PAGE>
 
     (b)    SPECIAL RULE FOR CERTAIN PARTICIPANTS. Notwithstanding the
            provisions of subsection (a), but subject to the provisions of
            subsections (c) and (d), the interest of each Participant who
            completes at least one Day of Service after December 31, 1988 in his
            Accrued Benefit shall become vested and nonforfeitable in accordance
            with the following vesting schedule:

<TABLE>
<CAPTION>
                                                        NONFORFEITABLE  
                                                         PERCENTAGE OF  
                            PARTICIPANT'S YEARS          PARTICIPANT'S   
                             OF VESTED SERVICE          ACCRUED BENEFIT 
                        ---------------------------   -------------------
                        <S>                           <C>               
                                Less than 5                     0%      
                                At least 5                    100%       
</TABLE>

     (c)    SPECIAL RULE FOR PREDECESSOR PLANS. Notwithstanding the provisions
            of subsections (a) and (b), if any portion of a Participant's
            Accrued Benefit was earned under a predecessor plan which was
            amended and merged into this Plan, the vested and nonforfeitable
            interest of such Participant in that portion of his Accrued Benefit
            on the date of his Severance shall equal the greatest of: (1) the
            vested and nonforfeitable percentage determined pursuant to
            subsection (a); (2) the vested and nonforfeitable percentage
            determined pursuant to subsection (b); or (3) the vested and
            nonforfeitable percentage determined as if the vesting schedule of
            such predecessor plan were in effect on the date of such
            Participant's Severance.

     (d)    ACCELERATED VESTING. An Employees interest in his Accrued Benefit
            shall become 100% vested and nonforfeitable without regard to his
            years of Vested Service on his attainment of Normal Retirement Age.

     7.02   AGGREGATION OF YEARS OF VESTED SERVICE.

     (a)    VESTED PARTICIPANTS. If a Participant who has a nonforfeitable right
            to all or a portion of his Accrued Benefit has a Severance and again
            becomes an Employee, the Participant's years of Vested Service prior
            to his Severance shall be included in

                                     VII-2
<PAGE>
 
            determining his vested and nonforfeitable Accrued Benefit after he
            again becomes an Employee.

     (b)    NONVESTED EMPLOYEES AND PARTICIPANTS.

            (1)    If an Employee or a Participant who does not have any
                   nonforfeitable right to his Accrued Benefit has a Severance
                   and again becomes an Employee before incurring the number of
                   consecutive One Year Breaks in Service specified in paragraph
                   (2), his years of Vested Service prior to his Severance shall
                   be included in determining his vested and nonforfeitable
                   Accrued Benefit after he again becomes an Employee.

            (2)    If an Employee or a Participant who does not have any
                   nonforfeitable right to his Accrued Benefit has a Severance
                   and again becomes an Employee after incurring a number of
                   consecutive One Year Breaks in Service equal to the greater
                   of five or the aggregate number of years of Vested Service
                   which he completed before such One Year Breaks in Service,
                   his years of Vested Service completed prior to his One Year
                   Breaks in Service shall be disregarded for purposes of
                   determining his vested and nonforfeitable Accrued Benefit
                   after he again becomes an Employee. The aggregate number of
                   years of Vested Service shall not include any years of Vested
                   Service disregarded under this Section by reason of a prior
                   period of One Year Breaks in Service.

     7.03   UNCLAIMED BENEFITS. If the Committee, acting upon information
available to it, cannot locate a person entitled to receive a benefit under the
Plan within a reasonable period of time (as determined by the Committee in its
discretion) after the benefit becomes payable, and such person has not contacted
the Committee or the Trustee concerning the distribution by the end of such
period, the amount of the benefit shall be treated as a forfeiture and shall be
applied in the manner described in Section 7.04. If, prior to the date final
distributions are made from the Trust Fund following termination of the Plan, a
person who was entitled to a benefit which has been forfeited pursuant to this
Section makes a claim to the Committee or the Trustee for 

                                     VII-3
<PAGE>
 
such benefit, such person shall be entitled to receive the amount of such
benefit as soon as administratively feasible after such claim is received.

     7.04   APPLICATION OF FORFEITED AMOUNTS. The amount of a Participant's
benefit that is forfeited pursuant to Section 7.03 shall not be applied to
increase the benefits of Participants at any time but shall be applied to reduce
Participating Company contributions to the Plan.

                                    VII-4 
<PAGE>
 
                                 ARTICLE VIII

                          DESIGNATION OF BENEFICIARY



     8.01   DESIGNATION OF BENEFICIARY. Subject to Section 5.06(a), each
Participant shall have the right to designate a Beneficiary or Beneficiaries to
receive remaining benefits, if any, payable under the Plan (such as amounts
payable under a Certain and Continuous Annuity) upon his death. The designation
shall be made on forms prescribed by the Committee and shall be effective upon
delivery to the Committee. A Participant shall have the right to change or
revoke from time to time any such designation by filing a new designation or
notice of revocation with the Committee, but such revised designation or
revocation shall be effective only upon receipt by the Committee.

     8.02   FAILURE TO DESIGNATE BENEFICIARY. In the event a Participant has not
designated a Beneficiary, or in the event no Beneficiary survives a Participant,
the distribution of the Participant's remaining benefits, if any, upon his death
shall be made: (a) to the Participant's spouse, if living; (b) if his spouse is
not then living, to his then issue by right of representation; (c) if neither
his spouse nor his issue are then living, to his then living parents; and (d) if
none of the above are then living, to his estate.

                                    VIII-1 
<PAGE>
 
                                  ARTICLE IX

                           TOP-HEAVY PLAN PROVISIONS



     9.01   PRIORITY OVER OTHER PLAN PROVISIONS. If the Plan is or becomes a 
Top-Heavy Plan in any Plan Year beginning after December 31, 1983, the
provisions of this Article IX will supersede any conflicting provisions of the
Plan. However, the provisions of this Article shall not operate to increase the
rights or benefits of Participants under the Plan except to the extent required
by Section 416 of the Code and other provisions of law and the Treasury
Regulations applicable to "top-heavy plans," as that term is defined in Section
416(g) of the Code, taking into account amendments to Section 416 of the Code
and such other provisions of law which are enacted after the Tax Equity and
Fiscal Responsibility Act of 1982, as amended.

     9.02   DEFINITIONS.

     (a)    KEY EMPLOYEE. A Key Employee is any Employee or former Employee (and
            the Beneficiaries of such deceased Employee) who at any time during
            the Determination Period was: (1) an officer of the Company or any
            Affiliated Company if such individual's Includable Compensation
            exceeds 1.5 times the Defined Contribution Dollar Limitation; (2) an
            owner (or considered an owner under Section 318 of the Code) of one
            of the ten largest interests in the Company or any Affiliated
            Company, if such individual's Includable Compensation exceeds the
            Defined Contribution Dollar Limitation; (3) a 5% owner of the
            Company or any Affiliated Company; or (4) a 1% owner of the Company
            or any Affiliated Company who has an annual Includable Compensation
            of more than $150,000. The determination of who is a Key Employee
            will be made in accordance with Section 416(i) of the Code and the
            Treasury Regulations thereunder.

     (b)    DETERMINATION PERIOD. The Determination Period is the Plan Year
            containing the Determination Date and the four preceding Plan Years.

     (c)    TOP-HEAVY PLANS. For any Plan Year beginning after December 31,
            1983, the Plan is a Top-Heavy Plan if any of the following
            conditions exists:

                                     IX-1
<PAGE>
 
            (1)    If the Top-Heavy Ratio for the Plan exceeds 60% and the Plan
                   is not a part of any Required Aggregation Group or Permissive
                   Aggregation Group of Qualified Plans.

            (2)    If the Plan is a part of a Required Aggregation Group but not
                   part of a Permissive Aggregation Group of Qualified Plans and
                   the Top-Heavy Ratio for the Required Aggregation Group
                   exceeds 60%.

            (3)    If the Plan is a part of a Required Aggregation Group and
                   part of a Permissive Aggregation Group of Qualified Plans and
                   the Top-Heavy Ratio for the Permissive Aggregation Group
                   exceeds 60%.

            Solely for the purpose of determining if the Plan or any other
            Qualified Plan included in a Required Aggregation Group of which
            this Plan is a part is a Top-Heavy Plan, the Accrued Benefit of a
            Participant other than a Key Employee shall be determined under (1)
            the method, if any, that uniformly applies for accrual purposes
            under all Qualified Plans maintained by the Company or any
            Affiliated Company, or (2) if there is no such method, as if such
            benefit accrued not more than rapidly than the slowest accrual rate
            permitted under the fractional accrual rate provisions of Section
            4ll(b)(l)(C) of the Code.

     (d)    TOP-HEAVY RATIO.

            (1)    The Top-Heavy Ratio with respect to the Qualified Plans taken
                   into account under subsection (c)(l), (c)(2), or (c)(3), as
                   applicable, is a fraction, the numerator of which is the sum
                   of the Present Value (as defined in subsection (i)) of
                   accrued benefits and the account balances (as required by
                   Code Section 416) of all Key Employees with respect to such
                   Qualified Plans as of the Determination Date (including any
                   part of any accrued benefit or account balance distributed in
                   the five-year period ending on the Determination Date), and
                   the denominator of which is the sum of the Present Value of
                   the accrued benefits and the required account balances
                   (including any part of any accrued benefit or account balance
                   distributed in the five-year period ending on the
                   Determination Date) of all

                                     IX-2
<PAGE>
 
                   Employees with respect to such Qualified Plans as of the
                   Determination Date.

            (2)    For purposes of paragraph (1), the value of account balances
                   and the Present Value of accrued benefits will be determined
                   as of the most recent Top-Heavy Valuation Date that falls
                   within or ends with the 12-month period ending on the
                   Determination Date, except as provided Section 416 and the
                   Treasury Regulations thereunder for the first and second Plan
                   Years of a Defined Benefit Plan. The account balances and
                   accrued benefits of a Participant who is not a Key Employee
                   but who was a Key Employee in a prior year will be
                   disregarded. The calculation of the Top-Heavy Ratio, and the
                   extent to which distributions (including distributions from
                   terminated plans), rollovers, transfer and contributions
                   unpaid as of the Determination Date are taken into account
                   will be made in accordance with the provisions of
                   Section 416(g)(3) and (g)(4) of the Code and the Treasury
                   Regulations thereunder, which are incorporated herein by
                   reference. Deductible employee contributions will not be
                   taken into account for purposes of computing the Top-Heavy
                   Ratio. When aggregating plans, the value of account balances
                   and accrued benefits will be calculated with reference to the
                   Determination Dates that fall within the same calendar year.

            (3)    Notwithstanding the foregoing, the account balances and
                   accrued benefits of any Employee who has not performed any
                   services for an employer maintaining any of the aggregated
                   plans during the five-year period ending on the Determination
                   Date shall not be taken into account for purposes of this
                   subsection.

     (e)    REQUIRED AGGREGATION GROUP. A Required Aggregation Group consists
            of: (1) each Qualified Plan (including simplified employee pension
            plans) of the Company or any Affiliated Company in which at least
            one Key Employee participates, and (2) any other Qualified Plan
            (including simplified employee pension plans) of the

                                     IX-3
<PAGE>
 
            Company or any Affiliated Company which enables a Qualified Plan
            described in subclause (1) to meet the requirement of Sections
            40l(a)(4) or 410 of the Code.

     (f)    PERMISSIVE AGGREGATION GROUP. A Permissive Aggregation Group
            consists of the Required Aggregation Group of Qualified Plans plus
            any other Qualified Plan or Qualified Plans of the Company or any
            Affiliated Company which, when considered as a group with the
            Required Aggregation Group, would continue to satisfy the
            requirements of Sections 401(a)(4) and 410 of the Code (including
            simplified employee pension plans).

     (g)    DETERMINATION DATE. The Determination Date for any Plan Year
            subsequent to the first Plan Year is the last day of the preceding
            Plan Year. For the first Plan Year of the Plan, the Determination
            Date is the last day of the Plan Year.

     (h)    TOP-HEAVY VALUATION DATE. The Top-Heavy Valuation Date is the last
            day of the Plan Year. Such date shall also be the valuation date
            used with respect to the Plan when applying the minimum funding
            standards under Section 412 of the Code.

     (i)    PRESENT VALUE. Present Value means present value based only on the
            interest and mortality rates specified in the Plan for the
            calculation of Actuarial Equivalent benefits.

     9.03   COMPENSATION TAKEN INTO ACCOUNT. For any Plan Year in which the Plan
is a Top-Heavy Plan, the amount of each Participant's Compensation taken into
account for purposes of determining benefits under the Plan shall not exceed for
Plan Years beginning on or before January 1, 1993 the first $200,000 or for Plan
Years beginning on or after January 1, 1994 the first $150,000 (or such larger
amount as may be prescribed by the Secretary of the Treasury or his delegate) of
such Participant's Includable Compensation for such Plan Year. Notwithstanding
the foregoing, no Participant's Accrued Benefit shall be reduced as a result of
the application of this Section.

     9.04   MINIMUM BENEFIT.

     (a)    CALCULATION OF MINIMUM ACCRUAL AND MINIMUM BENEFIT. Notwithstanding
            any other provision of the Plan except subsections (b), (c) and (d)
            below, for any Plan

                                     IX-4
<PAGE>
 
            Year in which this Plan is a Top-Heavy Plan, each Participant who is
            not a Key Employee and has completed 1,000 Hours of Service will
            accrue a benefit (to be provided solely by Participating Company
            contributions and expressed as a life annuity commencing at Normal
            Retirement Age) of not less than 2% of his or her average Includable
            Compensation for the five consecutive Plan Years for which the
            Participant had the highest Includable Compensation (the "Minimum
            Accrual"). The Minimum Accrual is determined without regard to any
            Social Security contribution. The Minimum Accrual applies even
            though under other Plan provisions the Participant would not
            otherwise be entitled to receive an accrual, or would have received
            a lesser accrual for the Plan Year because: (1) the non-Key Employee
            fails to make mandatory contributions to the Plan; (2) the non-Key
            Employee's Compensation is less than a stated amount; (3) the non-
            Key Employee is not employed on the last day of the Plan Year; or
            (4) the Plan is integrated with Social Security The total benefit
            provided as a result of a Participant's Minimum Accruals as of any
            date shall be his "Minimum Benefit." All accruals of employer-
            derived benefits, whether or not attributable to Plan Years in which
            the Plan is a Top-Heavy Plan, may be used in computing whether the
            Minimum Accrual requirement is satisfied. Any Participant who is not
            a Key Employee shall be a non-Key Employee.

     (b)    LIMITATION ON MINIMUM ACCRUALS. No additional Minimum Accruals shall
            be provided pursuant to subsection (a) to the extent that the total
            accruals on behalf of the Participant attributable to Participating
            Company contributions will provide a benefit expressed as a life
            annuity commencing at Normal Retirement Age that equals or exceeds
            20% of the Participant's highest average Includable Compensation for
            the five consecutive Plan Years for which the Participant had the
            highest Includable Compensation.

     (c)    MINIMUM BENEFIT OR ALLOCATION IN OTHER PLAN(S).

            (1)    If the Company or any Affiliated Company maintains one or
                   more Defined Contribution Plans covering Employees who are
                   Participants in this Plan,

                                     IX-5
<PAGE>
 
                   the minimum benefit or allocation requirement applicable to
                   Top-Heavy Plans will be met in such Defined Contribution Plan
                   or Plans unless such Plan or Plans expressly provide that
                   such requirement shall be met in this Plan.

            (2)    If the Company or any Affiliated Company maintains one or
                   more Defined Contribution Plans or Defined Benefit Plans
                   covering Employees who are Participants in this Plan, and
                   paragraph (1) is not applicable, the minimum benefit or
                   allocation requirement applicable to Top-Heavy Plans will be
                   met in this Plan in accordance with subsection (a).

     (d)    MINIMUM BENEFIT IN THIS PLAN. When the Qualified Plans aggregated
            under Section 9.02(e) or (f) include at least one Defined
            Contribution Plan and are Top-Heavy Plans but the Top-Heavy Ratio is
            not greater than 90%, the Top-Heavy Plan requirements set forth in
            Article IX of this Plan shall apply, except that the Minimum Accrual
            under subsection (a) shall be 3%, and the limitation under
            subsection (b) for the Minimum Accruals shall be 30%. When such Top-
            Heavy Ratio exceeds 90%, the Minimum Accrual shall be as provided in
            subsection (a) and the overall Minimum Benefit shall be as provided
            in subsection (b). This subsection shall apply to all Employees who
            are not Key Employees regardless of whether they are participating
            in one or more of the Qualified Plans which are aggregated with this
            Plan, but shall not apply to the extent that subsection (c)(1) is
            applicable.

     (e)    FORM OF BENEFIT. If the form of benefit provided under the Plan is
            other than a single life annuity, the Participant must receive a
            benefit that is the Actuarial Equivalent of the Minimum Benefit If
            the benefit commences at a date other than at Normal Retirement Age,
            the Participant must receive at least an amount that is the
            Actuarial Equivalent of the Minimum Benefit commencing at Normal
            Retirement Age.

     (f)    NONFORFEITABILITY. The Participant's Minimum Benefit required under
            this Section, to the extent required to be nonforfeitable under
            Section 416(b) and the

                                     IX-6
<PAGE>
 
            special vesting schedule provided in Section 9.05, may not be
            forfeited under Sections 4l1(a)(3)(B) (relating to suspension of
            benefits on reemployment) or 4ll(a)(3)(D) (relating to withdrawal of
            mandatory contributions) of the Code.

     9.05   MINIMUM VESTING.

     (a)    APPLICATION. For any Plan Year in which this Plan is a Top-Heavy
            Plan, the minimum vesting schedule set forth in subsection (b) will
            automatically apply to the Plan with respect to those Years of
            Service categories at which it provides a higher vested percentage
            than the regular vesting schedule set forth in Section 7.01(a). The
            minimum vesting schedule applies to all Accrued Benefits within the
            meaning of Section 411(a)(7) of the Code (except those attributable
            to Participant contributions), including benefits accrued before the
            effective date of Section 416 of the Code and benefits accrued
            before the Plan became a Top-Heavy Plan. Further, no reduction in
            vested benefits may occur in the event the Plan's status as a Top-
            Heavy Plan changes for any Plan Year and any change in the effective
            vesting schedule set forth in subsection (b) to the schedule set
            forth in Section 7.01(a) shall be treated as an amendment subject to
            Section 13.01(d) However, this Section does not apply to the Accrued
            Benefits of any Employee who does not have an Hour of Service after
            the Plan has initially become a Top-Heavy Plan and such Employee's
            Accrued Benefit attributable to Participating Company contributions
            will be determined without regard to this Section.

     (b)    VESTING SCHEDULE. The minimum vesting schedule referred to in
            subsection (a) is 20% vesting after two completed years of Vested
            Service, and then 20% for each additional year of Vested Service.

     9.06   MODIFICATION OF AGGREGATE BENEFIT LIMIT.

     (a)    MODIFICATION. Subject to the provisions of subsection (b), in any
            Plan Year in which the Top-Heavy Ratio exceeds 60%, the aggregate
            benefit limitation described in Section 5.04(i) shall be modified by
            substituting "100%" for "125%" in paragraphs (1) and (2) of Section
            5.04(i).

                                     IX-7
<PAGE>
 
     (b)    EXCEPTION. The modification of the aggregate benefit limit described
            in subsection (a) shall not be required if the Top-Heavy Ratio does
            not exceed 90% and one of the following conditions is met:

            (1)    Employees who are not Key Employees do not participate in
                   both a Defined Benefit Plan and a Defined Contribution Plan
                   which are in the Required Aggregation Group, and the minimum
                   allocation requirements of Section 416(c)(2) of the Code, as
                   modified by Section 416(h)(2)(A) of the Code, are met in the
                   Defined Contribution Plan; or

            (2)    The minimum allocation requirements of Section 416(c)(2) of
                   the Code are met in the Defined Contribution Plan when such
                   requirements are applied with the substitution of "7-1/2%" in
                   each place that "3%" occurs therein; or

            (3)    The Minimum Accrual requirements of Section 9.04(d) are met
                   in this Plan or any other Defined Benefit Plan maintained by
                   the Company or any Affiliated Company.

                                     IX-8 
<PAGE>
 
                                   ARTICLE X

                           ADMINISTRATIVE PROCEDURES



     10.01  APPOINTMENT OF COMMITTEE MEMBERS. The Board shall appoint a Pension
Committee consisting of not less than three members, who shall hold office at
the pleasure of the Board. Any member may resign by giving notice, in writing,
filed with the Trustee and the Board.

     10.02  OFFICERS AND EMPLOYEES OF THE COMMITTEE. The Committee shall choose
from its members a Chairman and a Secretary The Chairman may appoint one or more
Assistant Secretaries for the Committee who may, but need not be members of the
Committee. The Secretary (or an Assistant Secretary) shall keep a record of the
Committee's proceedings and all dates, records and documents pertaining to the
Committee's administration of the Plan The Committee may employ and suitably
compensate such persons or organizations to render advice with respect to the
duties of the Committee under the Plan as the Committee determines to be
necessary or appropriate.

     10.03  ACTION OF THE COMMITTEE. Action of the Committee may be taken with
or without a meeting of Committee members, provided, however, that any action
shall be taken only upon the vote or other affirmative expression of a majority
of the Committee's members qualified to vote with respect to such action. Any
member of the Committee may execute a certificate or other written direction on
behalf of the Committee In the event the Committee members qualified to vote on
any question are unable to determine such question by a majority vote or other
affirmative expression of a majority of the Committee members qualified to vote
on such question, such question shall be determined by the Board.

     10.04  DISQUALIFICATION OF COMMITTEE MEMBER. A member of the Committee who
is a Participant shall not vote on any question relating specifically to himself
unless he is the sole member of the Committee.

                                      X-1
<PAGE>
 
     10.05  EXPENSES OF THE COMMITTEE. The expense of the Committee properly and
actually incurred in the performance of its duties under the Plan shall be paid
from the Trust Fund, unless the Participating Companies in their discretion pay
such expenses.

     10.06  BONDING AND COMPENSATION. The members of the Committee shall serve
without bond, except as may be required by ERISA, and without compensation for
their services as Committee members.

     10.07  GENERAL POWERS AND DUTIES OF THE COMMITTEE. The Committee shall have
full power to administer the Plan and the Trust Agreement and to construe and
apply their provisions. For purposes of ERISA, the Committee acting as the agent
of the Employer shall be the named fiduciary with respect to the operation and
administration of the Plan and the Trust Agreement. In addition, the Committee
shall have the powers and authority granted by the terms of the Trust Agreement.

     The Committee, and all other persons with discretionary control respecting
the operation, administration control, and/or management of the Plan, the Trust
Agreement, and/or the Trust Fund, shall perform their duties under the Plan and
the Trust Agreement solely in the interests of Participants and their
Beneficiaries.

     10.08  SPECIFIC POWERS AND DUTIES OF THE COMMITTEE. The Committee shall
administer the Plan and have all powers necessary to accomplish that purpose,
including the following:

     (a)    Resolving all questions relating to the eligibility of Employees to
            become Participants;

     (b)    Determining the amount of benefits payable to Participants or their
            Beneficiaries, and determining the time and manner in which such
            benefits are to be paid;

     (c)    Authorizing and directing all disbursements by the Trustee from the
            Trust Fund;

     (d)    Engaging any administrative, legal, medical accounting, clerical, or
            other services it may deem appropriate to effectuate the Plan or the
            Trust Agreement:

     (e)    Construing and interpreting the Plan and the Trust Agreement and
            adopting rules for administration of the Plan and the Trust
            Agreement which are not inconsistent with the terms of such
            documents;

                                      X-2
<PAGE>
 
     (f)    Compiling and maintaining all records it determines to be necessary,
            appropriate or convenient in connection with the administration of
            the Plan and the Trust Agreement;

     (g)    Determining the disposition and distribution of assets in the Trust
            Fund in the event the Plan is terminated;

     (h)    Reviewing the performance of the Trustee with respect to the
            Trustee's administrative duties, responsibilities and obligations
            under the Plan and the Trust Agreement as such administrative
            duties, responsibilities and obligations are set forth in the Trust
            Agreement; reporting to the Board regarding such administrative
            performance of the Trustee; and recommending to the Board, if
            necessary, the removal of the Trustee and the appointment of a
            successor Trustee;

     (i)    Acting to withhold, and be liable for, payment of the tax required
            to be withheld from any benefits paid in accordance with the
            provisions of this Plan, unless the Participant, Eligible Spouse or
            other Beneficiary who is payee for such benefits shall elect to have
            withholding not apply to such payments. Such election shall remain
            in effect until revoked by the elector. The maximum amount to be
            withheld shall not exceed the sum of the amount of money and the
            fair market value of other property (within the meaning of
            applicable law) received in payment of benefits unless otherwise
            required by law;

     (j)    (i)    Notifying the Participant, Eligible Spouse or other
                   Beneficiary who is payee of any periodic payments, otherwise
                   subject to withholding, of the right to elect not to apply
                   withholding to such payments. Notice shall be given no
                   earlier than six months before, and no later than the date of
                   the first periodic payment subject to withholding. Notice of
                   the right to make and revoke such election shall be given to
                   payees not less frequently than once each calendar year;

           (ii)    Notifying the Participant, Eligible Spouse or other
                   Beneficiary who is payee of any nonperiodic distribution
                   otherwise subject to withholding of the right to elect that
                   withholding shall not apply to such distribution.

                                      X-3
<PAGE>
 
                   Notice shall be given no later than the date of distribution
                   or at such earlier date as may be prescribed by the Secretary
                   of the Treasury;

          (iii)    Notifying the payee of mandatory withholding requirements in
                   effect for years beginning after December 31, 1992 where
                   appropriate statutory rollover requirements have not been
                   met;

     (k)    Directing the payor of authorized disbursements from the Fund to
            withhold payment of the tax required to be withheld by law. In such
            case, and if the payor is supplied with such information as required
            by regulations, then the payor shall be liable for payment of the
            tax withheld; and

     (l)    Performing such other functions that are delegated to the Committee
            under the Trust Agreement.

     10.09  ALLOCATION OF FIDUCIARY RESPONSIBILITY. The Committee from time to
time may allocate to one or more of its members and/or may delegate to any other
persons or organizations any of the rights, powers, duties and responsibilities
of the Committee with respect to the operation and administration of the Plan
and the Trust Agreement that are permitted to be so delegated under ERISA. Any
such allocation or delegation shall be made in writing, shall be reviewed
periodically by the Committee, and shall be terminable upon such notice as the
Committee in its discretion deems reasonable and proper under the circumstances

     Whenever a person or organization (the "Delegating Party") has the power
and authority under the Plan or the Trust Agreement to delegate discretionary
power and authority respecting the control, management, operation or
administration of the Plan or any portion of the Trust Fund to another person or
organization (the "Appointee"), the Delegating Party's responsibility with
respect to such delegation is limited to the selection of the Appointee and the
periodic review of the Appointee's performance and compliance with applicable
law and regulations. Any breach of fiduciary responsibility by the Appointee
which is not proximately caused by the Delegating Party's failure to properly
select or supervise the Appointee, and in which breach the Delegating Party does
not otherwise participate, will not be considered a breach by the Delegating
Party.

                                      X-4
<PAGE>
 
     10.10  INFORMATION TO BE SUBMITTED TO THE COMMITTEE. To enable the
Committee to perform its functions the Participating Companies shall supply full
and timely information to the Committee on all matters relating to Employees and
Participants as the Committee may require, and shall maintain such other records
as the Committee may determine are necessary in order to determine the benefits
due or which may become due to Participants or their Beneficiaries under the
Plan. In addition, the Committee shall make arrangements to obtain from other
Affiliated Companies such records and other information with respect to each
Employee as are necessary for the Committee to determine benefits hereunder.

     10.11  NOTICES, STATEMENTS AND REPORTS. The Company shall be the
"administrator" of the Plan as defined in Section 3(16)(A) of ERISA for purposes
of the reporting and disclosure requirements imposed by ERISA and the Code. The
Committee shall assist the Company, as requested, in complying with such
reporting and disclosure requirements.

     10.12  CLAIMS PROCEDURE.

     (a)    FILING CLAIM FOR BENEFITS. If an individual (hereinafter referred to
            as the "Applicant," which reference shall include where appropriate
            the authorized representative, if any, of the individual) does not
            receive the timely payment of the benefits which he believes he is
            entitled to receive under the Plan, he may make a claim for benefits
            in the manner hereinafter provided.

            All claims for benefits under the Plan shall be made in writing and
            shall be signed by the Applicant. Claims shall be submitted to a
            representative designated by the Committee and hereinafter referred
            to as the "Claims Coordinator." The Claims Coordinator may, but need
            not, be an Employee or a member of the Committee. If the Applicant
            does not furnish sufficient information with the claim for the
            Claims Coordinator to determine the validity of the claim, the
            Claims Coordinator shall indicate to the Applicant any additional
            information which is necessary for the Claims Coordinator to
            determine the validity of the claim.

            Each claim hereunder shall be acted on or disapproved by the Claims
            Coordinator within 90 days following the receipt by the Claims
            Coordinator of the information necessary to process the claim.

                                      X-5
<PAGE>
 
            In the event the Claims Coordinator denies a claim for benefits in
            whole or in part, the Claims Coordinator shall notify the Applicant
            in writing of the denial of the claim and notify such Applicant of
            his right to a review of the Claims Coordinator's decision by the
            Committee. Such notice by the Claims Coordinator shall also set
            forth, in a manner calculated to be understood by the Applicant, the
            specific reason for such denial, the specific Plan provisions on
            which the denial is based, a description of any additional material
            or information necessary to perfect the claim with an explanation of
            why such material or information is necessary. and an explanation of
            the Plan's claim review procedure as set forth in this Section.

            If no action is taken by the Claims Coordinator on an Applicant's
            claim within 90 days after receipt by the Claims Coordinator, such
            application will be deemed to be denied for purposes of the
            following appeals procedure.

     (b)    APPEALS PROCEDURE. Any Applicant whose claim for benefits is denied
            in whole or in part (such Applicant hereinafter referred to as the
            "Claimant") may appeal from such denial to the Committee for a
            review of the decision by the entire Committee. Such appeal must be
            made within three months after the denial provided above. An appeal
            must be submitted in writing within such period and must:

            (1)    Request a review by the entire Committee of the claim for
                   benefits under the Plan;

            (2)    Set forth all of the grounds upon which the Claimant's
                   request for review is based and any facts in support thereof;
                   and

            (3)    Set forth any issues or comments which the Claimant deems
                   pertinent to the appeal.

            The Committee shall regularly review appeals by Claimants The
            Committee shall act upon each appeal within 60 days after receipt
            thereof unless special circumstances require an extension of the
            time for processing, in which case a decision shall be rendered by
            the Committee as soon as possible but not later than 120 days after
            the appeal is received by the Committee.

                                      X-6
<PAGE>
 
            The Committee shall make a full and fair review of each appeal and
            any written materials submitted by therewith. The Committee may
            require the Claimant and/or the Participating Company to submit such
            additional facts, documents or other evidence as the Committee in
            its discretion deems necessary or advisable in making its review.
            The Claimant shall be given the opportunity to review pertinent
            documents or materials upon submission of a written request to the
            Committee, provided the Committee finds the requested documents or
            materials are pertinent to the appeal.

            On the basis of its review, the Committee shall make an independent
            determination of the Claimant's eligibility for benefits under the
            Plan. The decision of the Committee on any claim for benefits shall
            be final and conclusive upon all parties thereto.

            In the event the Committee denies an appeal in whole or in part, the
            Committee shall give written notice of the decision to the Claimant,
            which notice shall set forth in a manner calculated to be understood
            by the Claimant the specific reasons for such denial and which shall
            make specific reference to the pertinent Plan provisions on which
            the Committee decision was based.

     (c)    REVIEW OF ANNUAL STATEMENT. If a Participant or Beneficiary believes
            a statement he receives regarding his interest in the Plan s
            incorrect, such Participant or Beneficiary may submit a written
            request for correction or verification of such Annual Statement to
            the Claims Coordinator, and the Claims Coordinator shall respond in
            writing to such request in the same manner as a claim for benefits
            by an applicant. If the Participant or Beneficiary believes the
            Claims Coordinator's response is incorrect, the Participant or
            Beneficiary may request in writing within 30 days of the response
            that the entire Committee review such statement, and the Committee
            shall follow the same procedure with respect to such request as
            provided above for a Claimant.

     10.13  SERVICE OF PROCESS. The Committee may from time to time designate an
agent of the Plan for the service of legal process. The Committee shall cause
such agent to be identified

                                      X-7
<PAGE>
 
in materials it distributes or causes to be distributed when such identification
is required under applicable law. In the absence of such a designation, the
Company shall be the agent of the Plan for the service of legal process.

     10.14  PAYMENT TO MINORS OR PERSONS UNDER LEGAL DISABILITY. If any benefit
becomes payable to a minor or to a person under a legal disability, payment of
such benefit shall be made only to the conservator or the guardian of the estate
of such person appointed by a court of competent jurisdiction or such other
person or in such other manner as the Committee determines is necessary to
ensure that the payment will legally discharge the Plan's obligation to such
person.

     10.15  UNIFORM APPLICATION OF RULES AND POLICIES. The Committee in
exercising its discretion granted under any of the provisions of the Plan or the
Trust Agreement shall do so only in accordance with rules and policies
established by it which shall be uniformly applicable to all Participants.

     10.16  FUNDING POLICY. The Plan is to be funded through Participating
Company contributions and earnings on such contributions, and benefits shall be
paid to Participants and Beneficiaries as provided in the Plan. The Board shall
determine investment policies from time to time that are consistent with the
objectives of the Plan.

                                     X-8
<PAGE>
 
                                  ARTICLE XI

                           INVESTMENT OF PLAN ASSETS



     11.01  TRUST FUND INVESTMENTS. The investment and reinvestment of Plan
assets held in the Trust Fund shall be governed by the terms of the Trust
Agreement and the provisions of this Article.

     11.02  GENERAL RESPONSIBILITY AND AUTHORITY FOR INVESTMENT OF TRUST ASSETS.

     (a)    THE BOARD.

            (1)    The assets of the Trust Fund shall be invested and reinvested
                   by the Trustee as directed by the Board, unless the Board
                   delegates investment responsibility and authority for all or
                   a portion of the Trust Fund to the Trustee pursuant to the
                   provisions of subsection (b) or to an Investment Manager
                   pursuant to the provisions of subsection (c).

            (2)    All directions by the Board to the Trustee concerning the
                   investment, reinvestment or management of assets of the Trust
                   Fund shall be made, in writing or in such other manner as is
                   acceptable to the Trustee, by the member or members of the
                   Board that have been designated by the Board in writing to
                   the Trustee from time to time.

     (b)    THE TRUSTEE.

            (1)    The Board may by written resolution delegate to the Trustee
                   the responsibility and authority to invest and reinvest the
                   assets of all or any portion of the Trust Fund, provided
                   however that the Trustee accepts such investment
                   responsibility and authority in writing.

            (2)    In the event that the Board delegates investment
                   responsibility and authority to the Trustee, the Investment
                   Advisory Committee shall have the duty and power to review
                   the investment performance of the Trustee at periodic
                   intervals and report to the Board regarding such performance.

                                     XI-1
<PAGE>
 
            (3)    The Board may revoke the delegation of any investment
                   responsibility and authority to the Trustee by written notice
                   to the Trustee of such revocation, and the Trustee may
                   relinquish its investment responsibility and authority to the
                   Board by written notice to the Board. In either event, the
                   investment responsibility and authority that had been
                   delegated to the Trustee shall be restored to the Board,
                   effective upon receipt of such written notice by the Trustee
                   or the Board.

     (c)    INVESTMENT MANAGERS.

            (1)    The Board has the power and authority to appoint one or more
                   Investment Managers. Each Investment Manager so appointed
                   shall have the power and authority to invest, acquire, manage
                   or dispose of the assets of the Trust Fund under its
                   management and control, and to direct the Trustee with
                   respect to the investment and reinvestment of such assets.

            (2)    If the Board elects to delegate investment authority for the
                   assets of all or any portion of the Trust Fund to an
                   Investment Manager pursuant to paragraph (1), the Board shall
                   deliver a written resolution to such effect to the Trustee,
                   which resolution shall specify the portion of the Trust Fund
                   affected. Upon receipt of such resolution, the Trustee will
                   be obligated to follow the investment directions of the
                   Investment Manager with respect to the assets of the
                   specified portion of the Trust Fund until such Investment
                   Manager resigns or is removed or replaced by the Board. The
                   Trustee shall not be a party to any agreement between the
                   Company and an Investment Manager, and shall have no
                   responsibility respecting the terms and conditions of such
                   agreement.

            (3)    In exercising its authority to delegate investment authority
                   to an Investment Manager, the Board has the duty,
                   responsibility and power to:

                   (A)  Examine and analyze the performance of prospective
                        Investment Managers;

                   (B)  Select an Investment Manager or Managers;

                                     XI-2
<PAGE>
 
                   (C)  Determine the portion of the Trust Fund that shall be
                        under the management and control of each Investment
                        Manager;

                   (D)  Issue appropriate instructions to the Trustee and to
                        each Investment Manager regarding the allocation of
                        investment authority;

                   (E)  Review the performance of each Investment Manager at
                        periodic intervals; and

                   (F)  Remove any Investment Manager when the Board deems such
                        removal to be necessary or appropriate.

                   In order to assist the Board in the performance of the
                   aforementioned duties, responsibilities and powers, the
                   Investment Advisory Committee shall have the duty and power
                   to: (i) examine and analyze the performance of prospective
                   Investment Managers and report to the Board regarding such
                   performance; (ii) make recommendations to the Board regarding
                   the selection of an Investment Manager or Managers; (iii)
                   make recommendations to the Board regarding the portion of
                   the Trust Fund that should be under the management and
                   control of each Investment Manager; (iv) make recommendations
                   to the Board regarding the allocation of investment authority
                   between the Trustee and any Investment Manager; (v) review
                   the investment performance of each Investment Manager at
                   periodic intervals and report to the Board regarding such
                   performance; and (vi) make recommendations to the Board
                   regarding the removal of any Investment Manager.

            (4)    All directions by an Investment Manager to the Trustee
                   concerning the investment, reinvestment or management of
                   assets of the Trust Fund shall be made, in writing or in such
                   other manner as is acceptable to the Trustee, by such person
                   or persons as the Investment Manager designates in writing to
                   the Trustee from time to time.

            (5)    An Investment Manager may engage any investment adviser or
                   investment counselor that it deems necessary or appropriate,
                   and may provide for

                                     XI-3
<PAGE>
 
                   directions concerning the investment and reinvestment of the
                   assets of the Trust Fund under its management and control to
                   be made directly to the Trustee by such adviser or counselor
                   as its agent, provided however that the Investment Manager
                   acknowledges in writing to the Trustee that the directions of
                   such agent shall be considered the directions of the
                   Investment Manager and that the Investment Manager shall be
                   responsible for the directions of such agent.

            (6)    If an Investment Manager resigns or is removed by the Board,
                   the Company shall notify the Trustee in writing of such
                   resignation or removal. Upon receipt of such notice, the
                   power and authority to invest and reinvest the assets of the
                   Trust Fund formerly under the control and management of the
                   Investment Manager shall return to the Company unless the
                   Company indicates that a successor Investment Manager has
                   been appointed.

            (7)    Each Investment Manager shall receive for its services
                   reasonable compensation as agreed upon in writing between the
                   Company and the Investment Manager from time to time.

     (d)    FIDUCIARY RESPONSIBILITY. Whenever a person or organization (the
            "Delegating Party") has the power and authority under the Plan or
            this Trust Agreement to delegate discretionary power and authority
            respecting the control, management, operation or administration of
            the Plan or any portion of the Trust Fund another person or
            organization (the "Appointee"), the Delegating Party's
            responsibility with respect to such delegation is limited to the
            selection of the Appointee and a periodic review of the Appointee's
            performance and compliance with applicable law or regulations. Any
            breach of fiduciary responsibility by the Appointee which is not
            proximately caused by the Delegating Party's failure to properly
            select or supervise the Appointee, and in which breach the
            Delegating Party does not otherwise participate, shall not be
            considered to be a breach of fiduciary responsibility by the
            Delegating Party.

                                     XI-4
<PAGE>
 
     11.03  THE TRUST AGREEMENT. Pursuant to written action by the Board, the
Company has the exclusive authority to amend, terminate or rescind the Trust
Agreement and to enter into a successor Trust Agreement to provide a fund for
the Plan. In addition, the Board has the exclusive authority to remove the
Trustee and to appoint a successor Trustee upon such terms and conditions as it
deems appropriate.

     11.04  LOANS PROHIBITED. A Participant may not borrow any amount from the
Plan.

     11.05  APPOINTMENT OF INVESTMENT ADVISORY COMMITTEE MEMBERS. The Board
shall appoint an Investment Advisory Committee consisting of not less than three
members, who shall hold office at the pleasure of the Board. Any member may
resign by giving notice, in writing, filed with the Trustee and the Board.

     11.06  OFFICERS AND EMPLOYEES OF THE INVESTMENT ADVISORY COMMITTEE. The
Investment Advisory Committee shall choose from its members a Chairman and shall
appoint a Secretary. The Chairman may appoint one or more Assistant Secretaries
for the Investment Advisory Committee who may, but need not, be members of such
Committee. The Secretary (or an Assistant Secretary) shall keep a record of the
Investment Advisory Committee's proceedings and all dates, records and documents
pertaining to such Committee's duties and responsibilities under the Plan. The
Investment Advisory Committee may employ and suitably compensate such persons or
organizations to render advice with respect to the duties of the Investment
Advisory Committee under the Plan as such Committee determines to be necessary
or appropriate.

     11.07  ACTION OF THE INVESTMENT ADVISORY COMMITTEE. Action of the
Investment Advisory Committee may be taken with or without a meeting of
Investment Advisory Committee members, provided, however, that any action shall
be taken only upon the vote or other affirmative expression of a majority of the
Investment Advisory Committee's members qualified to vote with respect to such
action. Any member of the Investment Advisory Committee may execute a
certificate or other written direction on behalf of such Committee. In the event
the Investment Advisory Committee members qualified to vote on any question are
unable to determine such question by a majority vote or other affirmative
expression of a

                                     XI-5
<PAGE>
 
majority of the Investment Advisory Committee members qualified to vote on such
question, such question shall be determined by the Board.

     11.08  DISQUALIFICATION OF INVESTMENT ADVISORY COMMITTEE MEMBER. A member
of the Investment Advisory Committee who is a Participant shall not vote on any
question relating specifically to himself unless he is the sole member of such
Committee.

     11.09  EXPENSES OF THE INVESTMENT ADVISORY COMMITTEE. The expense of the
Investment Advisory Committee properly and actually incurred in the performance
of its duties under the Plan shall be paid from the Trust Fund, unless the
Participating Companies in their discretion pay such expenses.

     11.10  BONDING AND COMPENSATION. The members of the Investment Advisory
Committee shall serve without bond, except as may be required by ERISA, and
without compensation for their services as Investment Advisory Committee
members.

                                     XI-6
<PAGE>
 
                                  ARTICLE XII

                      TERMINATION AND PARTIAL TERMINATION



     12.01  CONTINUANCE OF PLAN. The Participating Companies expect to continue
this Plan indefinitely, but they do not assume an individual or collective
contractual obligation to do so, and the right is reserved to the Company, by
action of the Board, to terminate the Plan. In addition, subject to Section
12.04, any Participating Company at any time may discontinue its participation
in the Plan with respect to its Employees.

     12.02  COMPLETE VESTING. If the Plan is terminated, the Accrued Benefits of
all affected Participants at the time of such termination shall become 100%
vested and nonforfeitable to the extent funded as of such date without regard to
their Years of Service, except as otherwise provided in Treasury Regulation
1.411(a)-4. For purposes of this Section, a Participant who has a Severance and
is not again an Employee at the time the Plan is terminated shall not be an
affected Participant entitled to full vesting if, after such Severance and
before such termination, the Participant incurred five consecutive One Year
Breaks in Service or received a distribution of his entire vested interest in
the Plan attributable to Participating Company contributions. Notwithstanding
any provision of the Plan to the contrary, if the value of a Participant's
entire vested interest in the Plan attributable to employer and employee
contributions at the time of such Participant's Severance equals $0, the
Participant shall be deemed to receive a distribution of that amount upon his
Severance.

     In the event of a partial termination of the Plan, the Accrued Benefits of
those Participants who cease to participate on account of the facts and
circumstances which result in the partial termination shall become 100% vested
and nonforfeitable to the extent funded as of such date without regard to their
Years of Service.

     12.03  ALLOCATION OF ASSETS. In the event of the termination or partial
termination of the Plan, the Trust Fund shall be allocated among the
Participants and Beneficiaries in the following order (except that in the event
of a partial termination, such allocation shall be with respect to the portion
of the Trust Fund as to which such partial termination has occurred):

                                     XII-1
<PAGE>
 
     (a)    First,

            (1)    In the case of the benefit of a Participant or Beneficiary
                   who was receiving payments as of the beginning of the three
                   year period ending on the termination or partial termination
                   date of the Plan, to each such benefit, based on the
                   provisions of the Plan (as in effect during the five year
                   period ending on such date) under which such benefit would be
                   the least.

            (2)    In the case of a Participant's or Beneficiary's benefit
                   (other than a benefit described above) which would have been
                   paid as of the beginning of such three year period if the
                   Participant had retired prior to the beginning of such three
                   year period and if his benefits had commenced (in the normal
                   form of distribution) as of the beginning of such period, to
                   each such benefit based on the provisions of the Plan (as in
                   effect during the five year period ending on such date) under
                   which such benefit would be the least.

     (b)    Second, to all other benefits under the Plan subject to guarantee by
            the Pension Benefit Guaranty Corporation.

     (c)    Third, to all other nonforfeitable benefits under the Plan not
            subject to guarantee by the Pension Benefit Guaranty Corporation.

     (d)    Fourth, to all other benefits under the Plan.

     12.04  WITHDRAWAL BY PARTICIPATING COMPANY. A Participating Company may
withdraw from participation in the Plan only with the approval of the Board. If
any Participating Company withdraws from the Plan, a copy of resolutions of the
Board of Directors of such Participating Company adopting such action, certified
by the secretary of such Board of Directors and reflecting approval by the
Board, shall be delivered to the Committee as soon as it is administratively
feasible to do so, and the Committee shall communicate such action to the
Trustee and to the Employees of the Participating Company.

     12.05  PREVENTION OF DISCRIMINATION ON EARLY TERMINATION.

     (a)    RESTRICTED EMPLOYEES. Notwithstanding any provisions of the Plan
            other than Article IX to the contrary, the benefits provided by
            Participating Company contributions for Participants who are among
            the 25 highest paid Employees at the

                                     XII-2
<PAGE>
 
            time the Plan is established and whose anticipated annual benefit
            exceeds $1,500 will be restricted as provided in subsection (c) upon
            the occurrence of any of the conditions described in subsection (b).

     (b)    CONDITIONS FOR RESTRICTION. The restrictions set forth in this
            Section will apply under any of the following conditions:

            (1)    The Plan is terminated within 10 years after its
                   establishment;

            (2)    The benefits of such highest paid Employee become payable
                   within 10 years after the establishment of the Plan; or

            (3)    If the Plan is not subject to the minimum funding standards
                   of Section 412 of the Code (without regard to Section
                   412(h)(2)), the benefits of such Employee become payable
                   after the Plan has been in effect for 10 years, and the full
                   current costs of the Plan for the first 10 years have not
                   been funded.

     (c)    EFFECT OF RESTRICTION. Participating Company contributions which may
            be used for the benefit of an Employee described in subsection (a)
            shall not exceed the greater of $10,000, or 20% of the first $50,000
            of the Employee's Compensation multiplied by the number of years
            between the date of the establishment of the Plan and:

            (1) If (b)(l) applies, the date of the termination of the Plan;
                   ---------------

            (2) If (b)(2) applies, the date the benefits become payable; or
                   ---------------

            (3) If (b)(3) applies, the date of the failure to meet the full 
                   ---------------
                current costs.

     (d)    AMENDMENT OF PLAN. If the Plan is amended so as to increase the
            benefit actually payable in event of the subsequent termination of
            the Plan, or the subsequent discontinuance of contributions
            thereunder, then the provisions of this Section shall be applied to
            the Plan as so changed as if it were a new plan established on the
            date of the change. The original group of 25 Employees (as described
            in subsection (a)) will continue to have the limitations in
            subsection (c) apply as if the Plan had not been changed. The
            restrictions relating to the change of Plan shall apply to benefits
            or funds for each of the 25 highest paid Employees on the

                                     XII-3
<PAGE>
 
            effective date of the change except that such restrictions need not
            apply with respect to any Employee in this group for whom the normal
            annual pension or annuity provided by Participating Company
            contributions prior to that date and during the ensuing ten years,
            based on his rate of Compensation on that date, could not exceed
            $1,500.

            The Participating Company contributions which may be used for the
            benefit of the new group of 25 Employees will be limited to the
            greatest of:

            (1)    The Participating Company contributions (or funds
                   attributable thereto) which would have been applied to
                   provide the benefits for the Employee if the previous plan
                   had been continued without change;

            (2)    $20,000; or

            (3)    The sum of (A) the Participating Company contributions (or
                   funds attributable thereto) which would have been applied to
                   provide benefits for the Employee under the previous plan if
                   it had been terminated the day before the effective date of
                   change, and (B) an amount computed by multiplying the number
                   of years for which the current costs of the Plan after that
                   date are met by (i) 20% of his annual Compensation, or (ii)
                   $10,000, whichever is smaller.

     (e)    MODIFICATION OF RESTRICTION. Notwithstanding the above limitations,
            the following limitations will apply if they would result in a
            greater amount of Participating Company contributions being used for
            the benefit of the restricted Employee:

            (1)    In the case of a "substantial owner" (as defined in Section
                   4022(b)(5) of ERISA), a dollar amount which equals the
                   present value of the benefit guaranteed for such Employee
                   under Section 4022 of ERISA, or if the Plan has not
                   terminated, the present value of the benefit that would be
                   guaranteed if the Plan terminated on the date the benefit
                   commences, determined in accordance with regulations of the
                   Pension Benefit Guaranty Corporation; and

                                     XII-4
<PAGE>
 
            (2)    In the case of the other restricted Employees, a dollar
                   amount which equals the present value of the maximum benefit
                   described in Section 4022(b)(3)(B) of ERISA (determined on
                   the earlier of the date the Plan terminates or the date
                   benefits commence, and determined in accordance with
                   regulations of the Pension Benefit Guaranty Corporation)
                   without regard to any other limitations in Section 4022 of
                   ERISA.

     (f)    SPECIAL RULE FOR PLAN TERMINATION. If, as of the date this Plan
            terminates, the value of Plan assets is not less than The present
            value of all Accrued Benefits (whether or not nonforfeitable),
            distributions to each Participant equal to the present value of that
            Participant's Accrued Benefit will not be discriminatory if the
            formula for computing benefits as of the date of termination is not
            discriminatory. For the purpose of this subsection, all present
            values and the value of Plan assets will be computed using
            assumptions satisfying Section 4044 of ERISA.

     (g)    SPECIAL RULE FOR SINGLE SUM PAYMENT. Notwithstanding the otherwise
            applicable restrictions under this Section, a Participant's
            otherwise restricted benefit may be distributed in full upon
            depositing with an acceptable depository property having a fair
            market value equal to 125% of the amount which would be repayable as
            a distribution in excess of the permitted amount had the plan
            terminated on the date of the single sum payment. If the market
            value of the property held by the depository falls below 110% of the
            amount which would be repayable if the plan were then to terminate,
            additional property necessary to bring the value of the property
            held by the depository up to 125% of such amount will be deposited.

     (h)    SPECIAL RULE FOR DISABILITY OR NORMAL RETIREMENT BENEFITS. These
            conditions shall not restrict the current payment of full disability
            or retirement benefits called for by the Plan for any retired or
            disabled restricted Participant if:

            (1)    The Participating Company contributions which may be used for
                   any such Participant in accordance with the restriction
                   contained in subsection(a) are applied either: (A) to provide
                   level amounts of annuity in the normal

                                     XII-5
<PAGE>
 
                   form of benefit provided for under the Plan for such
                   Participant at retirement (or, if he has already retired,
                   beginning immediately), or (B) to provide level amounts of
                   annuity in an optional form of benefit provided under the
                   Plan if the level amount of annuity under such optional form
                   of benefit is not greater than the level amount of annuity
                   under the normal form of benefit provided under the Plan;

            (2)    The annuity thus provided is supplemented to the extent
                   necessary to provide the full retirement benefit in the
                   normal form called for under the Plan by current payments to
                   such Participant as such benefits become due; and

            (3)    Such supplemental payments are made at any time only if the
                   full current costs of the Plan have been met, or the
                   aggregate of such supplemental payments for all such
                   Participants does not exceed the aggregate Participating
                   Company contributions already made under the Plan in the
                   current Plan Year.

     (i)    USE OF EXCESS FUNDING. Excess funding arising from the application
            of the limitations of this Section upon the benefits of the
            restricted Participants shall first be applied in a non-
            discriminatory manner to provide for the Accrued Benefits of
            nonrestricted Participants. After the satisfaction of the
            liabilities for Accrued Benefits of such nonrestricted Participants,
            any remaining excess funding shall be applied to provide for the
            restricted portion of the Accrued Benefits of restricted
            Participants in a nondiscriminatory manner.

     (j)    This Section 12.05 is included herein to conform to the requirements
            of Treasury Regulation Section 1.401-4(c) and shall cease to be
            effective either at such time as the provisions of Treasury
            Regulation Section 1.401-4(c) or any substitute therefor are no
            longer effective or applicable, or at such time as the Internal
            Revenue Service rules that these provisions are unnecessary to
            prevent discrimination in favor of Highly Compensated Employees.
            Accordingly, effective as of the first day 

                                     XII-6
<PAGE>
 
            of the first Plan Year beginning on or after January 1, 1994, the
            provisions of paragraph (k) shall be applicable.

     (k)    In the event of Plan termination, the benefit of any Highly
            Compensated Employee (and any highly compensated former Employee)
            shall be limited to a benefit that is nondiscriminatory under
            Section 401(a)(4) of the Code. Annual payments to a Participant
            described in the preceding sentence shall be restricted to an amount
            equal to the payments that would be made on behalf of the
            Participant under a single life annuity that is the Actuarial
            Equivalent of the sum of the Participant's Accrued Benefit and the
            Participant's other benefits under the Plan.

            (i)    The restrictions set forth in the preceding paragraph shall
                   not apply if:

                   (A)  After payment to a Participant described in subsection
                        (ii) of all benefits described in subsection (iii), the
                        value of Plan assets equals or exceeds one hundred ten
                        percent (110%) of the value of current liabilities, as
                        defined in Code Section 412(1)(7); or

                   (B)  The value of all benefits described in subsection (iii)
                        for a Participant described in subsection (ii) is less
                        than one percent (1%) of the value of current
                        liabilities.

           (ii)    Participants whose benefits are restricted on distributions
                   shall include all Participants who are Highly Compensated
                   Employees and Highly Compensated former Employees. In any one
                   (1) year the total number of Participants whose benefits are
                   subject to restriction under this Section 12.05(k) shall be a
                   group consisting of the twenty-five (25) Participants who are
                   Highly Compensated Employees or Highly Compensated former
                   Employees whose compensation was the highest.

          (iii)    For the purpose of this Section 12.05(k), the term "benefit"
                   shall include amounts under this Plan attributable to loans
                   in excess of the amount set forth in Code Section
                   72(p)(2)(A), any periodic income, any withdrawal values
                   payable to a living Participant, and any death benefits not
                   provided for by insurance on the Participant's life.

                                     XII-7
<PAGE>
 
           (iv)    This Section 12.05(k) is included herein to conform to the
                   requirements of Income Tax Regulation Section 1.401(a)(4)-
                   5(b) and will remain in effect unless the Internal Revenue
                   Service determines that such rules are not necessary to
                   prevent prohibited discrimination that may occur in the event
                   of any early termination of the Plan.

     (l)    Highly Compensated Employee shall mean any Employee who performs
            services with respect to the Employer during the Plan Year (the
            "determination year") and who is described in one or more of the
            following groups applicable with respect to the determination year
            or the look back year determined pursuant to Treasury Regulation
            Section 1.414(q)-1T. Accordingly, the Employer hereby elects to make
            the look back calculation on the basis of the calendar year ending
            with or within the applicable determination year. Such Employees
            shall include any Employee who:

            (i)    Was at any time a five percent owner as defined under Code
                   Section 416(i)(1); or

           (ii)    Received Compensation from the Employer in excess of $75,000
                   (as adjusted pursuant to Code Section 415(d)); or

          (iii)    Received Compensation from the Employer in excess of $50,000
                   (as adjusted pursuant to Code Section 415(d)) and who was in
                   the Top Paid Group of Employees for such Plan Year or such
                   preceding Plan Year; or

           (iv)    Was at any time an officer and received Compensation greater
                   than 50% of the amount in effect under Code Section
                   415(b)(1)(A) for such Plan Year or such preceding Plan Year.

            (v)    An Employee not described in paragraphs (i), (ii) or (iii)
                   above for the preceding Plan Year ("look back year") shall
                   not be treated as an Employee described in such paragraphs
                   for the current Plan Year unless such Employee is one of the
                   100 Employees who receive the most Compensation from the
                   Employer during the current Plan Year.

                                     XII-8
<PAGE>
 
           (vi)    For the purposes of paragraph (iii) above, the term "Top Paid
                   Group" shall mean the top 20% of active Employees ranked on
                   the basis of Compensation received from the Employer during
                   the Plan Year.

          (vii)    For the purposes of paragraph (iv) above, no more than 50
                   Employees or, if less, the greater of three Employees or 10%
                   of the Employees shall be treated as officers. If for any
                   Plan Year no officer of the Employer is described under
                   paragraph (iv), the highest paid officer of the Employer for
                   such Plan Year shall be treated as described in such
                   paragraph.

         (viii)    If any Employee is a Family Member of a five percent owner or
                   a Highly Compensated Employee in the group consisting of the
                   10 Highly Compensated Employees paid the greatest
                   Compensation during a Plan Year, then such Employee shall not
                   be considered a separate Employee and any Compensation paid
                   to such Employee (and any contribution made on behalf of such
                   Employee) shall be treated as if it were paid to or on behalf
                   of the five percent owner or Highly Compensated Employee.

           (ix)    A former Employee shall be treated as a Highly Compensated
                   former Employee if such Employee was a Highly Compensated
                   Employee when such Employee separated from Service, or such
                   Employee was a Highly Compensated Employee at any time after
                   attaining age 55.

            (x)    For the purpose of this Section 12.05:

                   (i)   The term "Compensation" shall have the meaning given
                         such term by Code Section 415(c)(3) as adjusted and
                         modified by Treasury Regulation Section 1.414(q)-1T.

                  (ii)   Employers aggregated under Code Sections 414(b), (c),
                         (m), (n), or (o) shall be treated as a single Employer.

           (xi)    The determination of who is a Highly Compensated Employee,
                   including the determination of the number and identity of the
                   Employees in the Top Paid Group, the top 100 Employees, the
                   number of Employees treated as officers and the Compensation
                   that is considered, will be made in 

                                     XII-9
<PAGE>
 
                   accordance with Code Section 414(q) and the regulations
                   thereunder except as specifically provided to the contrary in
                   Code Section 401(a)(17).

     (m)    Non-Highly Compensated Employee shall mean an Employee of the
            Employer who is neither a Highly Compensated Employee nor a Family
            Member of a Highly Compensated Employee.

     (n)    Family Member shall mean, with respect to any Employee, such
            Employee's spouse and lineal ascendants or descendants and spouses
            of such lineal ascendants or descendants.

     12.06  RESIDUAL ASSETS. Except as otherwise provided herein, no part of the
Trust Fund shall be recoverable by the Participating Companies from the Trust
Fund or from any Participant, Beneficiary, spouse or other person, or be used
for or diverted to purposes other than for the exclusive benefit of Participants
and their Beneficiaries and spouses, except that any portion of the Trust Fund
which remains after the satisfaction of all liabilities to such Participants,
Beneficiaries, and spouses determined under the provisions of Sections 12.03 and
12.05 hereof shall, upon termination of the Plan, be distributed to the
Participating Companies as directed by the Board.
 
                                    XII-10
<PAGE>
 
                                 ARTICLE XIII

                             AMENDMENT OF THE PLAN



     13.01  RIGHT OF COMPANY TO AMEND PLAN. The Company reserves the right to
amend the Plan in the manner set forth in Section 13.02 at any time and from
time to time to the extent it may deem advisable or appropriate, provided,
however, that:

     (a)    No amendment shall increase the duties or liabilities of the Trustee
            or the Committee without their respective written consent;

     (b)    No amendment shall contravene the provisions of Section 15.01;

     (c)    No amendment (including a change in the actuarial assumptions used
            for determining Actuarial Equivalents) shall be effective to the
            extent that it has the effect of decreasing a Participant's Accrued
            Benefit. Notwithstanding the preceding sentence, a Participant's
            Accrued Benefit may be reduced to the extent permitted under
            Section 412(c)(8) of the Code. For purposes of this subsection, an
            amendment which has the effect of: (1) eliminating or reducing an
            early retirement benefit or a retirement-type subsidy, or (2)
            eliminating an optional form of benefit, with respect to benefits
            attributable to service before the amendment shall be treated as
            reducing Accrued Benefits. In the case of a retirement-type subsidy,
            the preceding sentence shall apply only with respect to a
            Participant who satisfies (either before or after the amendment) the
            preamendment conditions for the subsidy. In general, a retirement-
            type subsidy is a subsidy that continues after Benefit Commencement
            Date, but does not include a qualified disability benefit, a medical
            benefit, a Social Security supplement, a death benefit (including
            life insurance), or a plant shutdown benefit (that does not continue
            after Benefit Commencement Date); and

     (d)    No amendment shall have the effect of reducing the percentage of the
            vested and nonforfeitable interest of any Participant in his Accrued
            Benefit nor shall the vesting provisions of the Plan be amended
            unless each Participant with at least five

                                    XIII-1
<PAGE>
 
            Years of Service (including Years of Service, if any, disregarded
            pursuant to Article VII) is permitted to elect to continue to have
            the prior vesting provisions apply to him, within 60 days after the
            latest of: the date on which the amendment is adopted, the date on
            which the amendment is effective, or the date on which the
            Participant is issued written notice of the amendment.

     13.02  AMENDMENT PROCEDURE. Any amendment to the Plan shall be made only
pursuant to action of the Board. A certified copy of the resolutions adopting
any amendment and a copy of the adopted amendment as executed by the Company
shall be delivered to the Committee and to the Trustee.

     Upon such action by the Board, the Plan shall be deemed amended as of the
date specified as the effective date by such Board action or in the instrument
of amendment. The effective date of any amendment may be before, on or after the
date of such Board action.

     13.03. EFFECT ON OTHER PARTICIPATING COMPANIES. Unless an amendment
expressly provides otherwise, all Participating Companies shall be bound by any
amendment adopted pursuant to this Article XIII.

                                    XIII-2
<PAGE>
 
                                  ARTICLE XIV

                   ADOPTION OF PLAN BY AFFILIATED COMPANIES



     14.01  ADOPTION PROCEDURE. Any Affiliated Company may become a
Participating Company under the Plan provided that:

     (a)    The Board approves the adoption of the Plan by the Affiliated
            Company and designates such Affiliated Company as a Participating
            Company;

     (b)    The Affiliated Company adopts the Plan together with all amendments
            then in effect by appropriate resolutions of the Board of Directors
            of the Affiliated Company;

     (c)    The Affiliated Company adopts the Trust Agreement together with all
            amendments then in effect by appropriate resolutions of the Board of
            Directors of the Affiliated Company; and

     (d)    The Affiliated Company by appropriate resolution of its Board of
            Directors agrees to be bound by any other terms and conditions which
            may be required by the Board, provided that such terms and
            conditions are not inconsistent with the purposes of the Plan.

     14.02  EFFECT OF ADOPTION BY AFFILIATED COMPANY. An Affiliated Company
which adopts the Plan pursuant to Section 14.01 shall be deemed to be a
Participating Company for all purposes hereunder, unless otherwise specified in
the resolutions of the Board designating the Affiliated Company as a
Participating Company. In addition, the Board may provide, in its discretion and
by appropriate resolutions, that the Employees of the Affiliated Company shall
receive credit for their employment with the Affiliated Company prior to the
date it became an Affiliated Company for purposes of determining the eligibility
of such Employees to participate in the Plan, the determination of their Accrued
Benefits, and the vested and nonforfeitable interest of such Employees as
Participants under Article VII, provided, however, that such credit shall be
applied in a uniform and nondiscriminatory manner with respect to all such
Employees.

                                    XIV-1
<PAGE>
 
                                  ARTICLE XV

                                 MISCELLANEOUS



     15.01  REVERSION PROHIBITED.

     (a)    GENERAL RULE. Except as provided in subsections (b), (c) and (d)
            below, it shall be impossible for any part of the Trust Fund either
            (1) to be used for or diverted to purposes other than those which
            are for the exclusive benefit of Participants and their
            Beneficiaries (except for the payment of taxes and administrative
            expenses), or (2) to revert to the Company or any Affiliated
            Company.

     (b)    DISALLOWED CONTRIBUTIONS. Each contribution of the Participating
            Companies under the Plan is expressly conditioned upon the
            deductibility of the contribution under Section 404 of the Code. If
            all or part of a Participating Company's contribution is disallowed
            as a deduction under the Code, and the contribution of the
            disallowed amount was due to a good faith mistake in determining the
            deductibility of the contribution, then such disallowed amount
            (reduced by any Trust Fund losses attributable thereto) may be
            returned to the Participating Company with respect to which the
            deduction was disallowed within one year after the disallowance upon
            the adoption of appropriate resolutions by the Board of Directors of
            the Participating Company.

     (c)    MISTAKEN CONTRIBUTIONS. If a contribution is made by a Participating
            Company by reason of a mistake of fact which was made in good faith,
            then so much of the contribution as was made as a result of the
            mistake (reduced by any Trust Fund losses attributable thereto) may
            be returned to such Participating Company within one year after the
            mistaken contribution was made upon the adoption of appropriate
            resolutions by the Board of Directors of the Participating Company.

     (d)    FAILURE TO QUALIFY. In the event the Internal Revenue Service shall
            determine that the Plan and the Trust Agreement as amended by
            amendments acceptable to the Company, initially fail to constitute a
            qualified plan and trust under the Code, then

                                     XV-1
<PAGE>
 
            notwithstanding any other provisions of the Plan or the Trust
            Agreement, the contributions made by the Participating Companies
            prior to the date of such determination may be returned to the
            Participating Companies upon adoption of appropriate resolutions by
            the Board of Directors of each Participating Company.

     15.02  BONDING, INSURANCE AND INDEMNITY.

     (a)    BONDING. To the extent required under the ERISA or any other
            applicable federal or state law of similar import, the Participating
            Companies shall obtain, pay for and keep current a bond or bonds
            with respect to each Committee member and each Employee who
            receives, handles, disburses, or otherwise exercises custody or
            control of, any of the assets of the Plan.

     (b)    INSURANCE. The Participating Companies, in their discretion, may
            obtain, pay for and keep current a policy or policies of insurance,
            insuring the Committee members, the members of the Board of
            Directors of each Participating Company and other Employees to whom
            any fiduciary responsibility with respect to the administration of
            the Plan has been delegated against any and all costs, expenses and
            liabilities (including attorneys' fees) incurred by such connection
            with the performance of their duties, responsibilities and
            obligations under the Plan and any applicable law.

     (c)    INDEMNITY. If the Participating Companies do not obtain, pay for and
            keep current the type of insurance policy or policies referred to in
            subsection (b), or if such insurance is provided but any of the
            parties referred to in subsection (b) incur any costs or expenses
            which are not covered under such policies, then the Participating
            Companies shall indemnify and hold harmless, to the extent permitted
            by law, such parties against any and all costs, expenses and
            liabilities (including attorneys' fees) incurred by such parties in
            performing their duties and responsibilities under this Plan,
            provided that such party or parties were acting in good faith within
            what was reasonably believed to have been the best interests of the
            Plan and its Participants.

                                     XV-2
<PAGE>
 
     15.03  MERGER, CONSOLIDATION OR TRANSFER OF ASSETS. There shall be no
merger or consolidation of all or any part of the Plan with, or transfer of the
assets or liabilities of all or any part of the Plan to, any other Qualified
Plan unless each Participant who remains a Participant hereunder and each
Participant who becomes a participant in the other Qualified Plan would receive
a benefit immediately after the merger, consolidation or transfer (determined as
if the other Qualified Plan and the Plan were then terminated) which is equal to
or greater than the benefit they would have been entitled to receive under the
Plan immediately before the merger, consolidation or transfer if the Plan had
then terminated.

     15.04  SPENDTHRIFT CLAUSE.

     (a)    GENERAL RULE. Except as provided in subsection (b), the rights of
            any Participant or Beneficiary to and in any benefits under the Plan
            shall not be subject to assignment or alienation, and no Participant
            or Beneficiary shall have the power to assign, transfer or dispose
            of such rights, nor shall any such rights to benefits be subject to
            attachment, execution, garnishment, sequestration, the laws of
            bankruptcy or any other legal or equitable process.

     (b)    QUALIFIED DOMESTIC RELATIONS ORDER. Subsection (a) shall not apply
            to a "qualified domestic relations order." A "qualified domestic
            relations order" means a judgment, decree or order made pursuant to
            a state domestic relations law which relates to the provision of
            child support, alimony payments or marital property rights to a
            spouse, former spouse, child or other dependent of a Participant;
            creates or recognizes the existence of an alternate payee's right
            to, or assigns to an alternate payee the right to, receive all or a
            portion of the benefits payable with respect to a Participant under
            the Plan; and meets the following additional requirements:

            (1)    Such order clearly specifies:

                   (A)  The name and the last known mailing address (if any) of
                        the Participant and the name and mailing address of each
                        alternate payee covered by the order.

                                     XV-3
<PAGE>
 
                   (B)  The amount or percentage of the Participant's benefits
                        to be paid by the Plan to each such alternate payee, or
                        the manner in which such amount or percentage is to be
                        determined.

                   (C)  The number of payments or period to which such order
                        applies.

                   (D)  Each plan to which such order applies.

            (2)    Such order does not require:

                   (A)  The provision of any type or form of benefit, or any
                        option, not otherwise provided under the Plan.

                   (B)  The provision of increased benefits (determined on the
                        basis of actuarial value).

                   (C)  The payment of benefits to an alternate payee which are
                        required to be paid to another alternate payee under
                        another order previously determined to be a qualified
                        domestic relations order.

     15.05  RIGHTS OF PARTICIPANTS. Participation in the Plan shall not give any
Participant the right to be retained in the employ of the Company or Affiliated
Company or any right or interest in the Plan or the Trust Fund except as
expressly provided herein.

     15.06  GENDER, TENSE AND HEADINGS. Whenever any words are used herein in
the masculine gender, they shall be construed as though they were also used in
the feminine gender in all cases where they would so apply. Whenever any words
used herein are in the singular form, they shall be construed as though they
were also used in the plural form in all cases where they would so apply.

     Headings of Articles, Sections and subsections as used herein are inserted
solely for convenience and reference and constitute no part of the Plan.

     15.07  COUNTERPARTS. This Plan and any amendments thereto may be executed
in an original and any number of counterparts, each of which shall be deemed to
be an original of one and the same instrument.

                                     XV-4
<PAGE>
 
     15.08  GOVERNING LAW. The Plan shall be construed and governed in all
respects in accordance with applicable federal law and, to the extent not
preempted by such federal law, in accordance with the laws of the State of
California.


                                Executed this 22nd day of December 1994.


                                "Company"

                                WHITTAKER CORPORATION


                                By /s/ Thomas A. Brancati, President
                                   ------------------------------------------


                                By /s/ Richard B. Levin, Chief Financial Officer
                                   ---------------------------------------------
 
                                     XV-5
<PAGE>
 
                                  APPENDIX A

                      SPECIAL RULES FOR CERTAIN EMPLOYEES



     1.     SPECIAL RULE FOR FORMER EMPLOYEES OF CROWN ALUMINUM INDUSTRIES
            DIVISION.

     (a)    The provisions of this Section shall apply to any Participant who
            was employed by the Crown Aluminum Industries Division of the
            Company as of February 17, 1977, if (1) such Participant was a
            Participant in this Plan as of such date, and (2) as of February 18,
            1977 such Participant became an employee of Hunter Douglas, Inc. (or
            of a related corporation which is a member of a controlled group of
            corporations including Hunter Douglas, Inc., within the meaning of
            Section 414 of the Code).

     (b)    In the case of a Participant to whom this Section applies, Days of
            Service shall accrue with respect to periods of employment by Hunter
            Douglas, Inc. (or by a related corporation described in subsection
            (a) above) for the limited purpose of determining such Participant's
            Vested Service under this Plan. Such Vested Service shall be taken
            into account for the limited purpose of determining (1) the
            nonforfeitable percentage of such Participant's Accrued Benefit, (2)
            such Participant's eligibility to begin receiving early retirement
            benefits, (3) the entitlement of such Participant's Spouse to a
            death benefit pursuant to Section 6.01 and (4) whether a break in
            service and forfeiture of benefits has occurred, all with respect to
            the Accrued Benefit of such Participant as of February 17, 1977.

     (c)    Days of Service and Vested Service to be recognized pursuant to this
            Section shall be computed as provided in Sections 1.14 and 1.50,
            respectively, as though Hunter Douglas, Inc. and the related
            corporations described in subsection (a) above were Affiliated
            Companies but not Participating Companies. In computing the Days of
            Service and Vested Service of any Participant to whom this Section
            applies (for periods of employment by Hunter Douglas, Inc. and its
            related corporations described in subsection (a) above), the
            Committee may, in its discretion

                                      A-1
<PAGE>
 
            conclusively rely upon information supplied by Hunter Douglas, Inc.
            and its related corporations, and all Participants and Beneficiaries
            shall be bound thereby.

     (d)    Notwithstanding any other provision to the contrary in this Plan or
            in this Section, no individual employed by Hunter Douglas, Inc. or
            by a corporation related to it shall, by reason of such employment,
            (1) earn any additional Benefit Service after February 17, 1977, (2)
            increase his minimum monthly retirement benefit beyond the amount
            accrued as of February 17, 1977, (3) be eligible for any increased
            benefits resulting from any amendment to the Plan increasing the
            level, amount, type or commencement date of benefits (except an
            amendment expressly so providing) or (4) be otherwise eligible for
            an increase in his Accrued Benefit determined as of February 17,
            1977.

     (e)    If a Participant to whom this Section applies is reemployed by the
            Company or any Affiliated Company and again becomes eligible to
            accrue benefits under the Plan, Days of Service and Vested Service
            recognized under this Section shall not be taken into account for
            any purpose with respect to benefits accrued during such new period
            of active participation in this Plan, unless otherwise determined by
            the Committee. In the case of a Participant to whom this Section
            applies, for the limited purpose of determining when such
            Participant's benefits shall be payable, termination of employment
            with Hunter Douglas, Inc. and its related corporations (as described
            in subsection (a) above) shall be treated as a Severance.

     2.     PAST SERVICE RECOGNITION FOR EMPLOYEES COVERED UNDER COLLECTIVE
BARGAINING AGREEMENT. Notwithstanding any other provision of the Plan to the
contrary, for those Employees who were actively employed by the Company or any
Affiliated Company as of January 1, 1981, service with the Company or any
Affiliated Company which was performed prior to January 1, 1976 shall not fail
to be recognized under the Plan for purposes of determining eligibility to
participate or vesting merely because such service was performed by Employees
who were covered by a collective bargaining agreement and did not participate in
the Plan.

                                      A-2
<PAGE>
 
     3.     SPECIAL PROVISION FOR BERWICK FORGE AND FABRICATING DIVISION
EMPLOYEES. This Section shall apply to any Participant who (a) is employed on or
after July 1, 1978 by the Berwick Forge and Fabricating Division of the Company,
(b) is represented by United Steelworkers of America, Local 8567, and (c) is
entitled to receive a retirement benefit under the Plan by reason of the
amendment and merger into this Plan of the Pension Plan For Employees Who Are
Members Of The Berwick Industrial Workers Union ("Berwick Plan"). In the case of
a Participant to whom this Section applies, the amount of the retirement
benefit, if any, which the Participant is entitled to receive pursuant to
Section 5.03(a) of the Plan with respect to "credited service" which was earned
and recognized on or before June 30, 1972 under the Berwick Plan shall be $5.50
per month for each year of such "credited service." For purposes of this Section
only, the term "credited service" shall have the meaning ascribed to it under
provisions of the Berwick Plan as in effect immediately prior to amendment and
merger of the Berwick Plan into this Plan.

     4.     SPECIAL PROVISION FOR CERTAIN PARTICIPANTS IN THE PLAN AND THE
WHITTAR INDUSTRIES, LTD. EMPLOYEES' PENSION PLAN.

     (a)    The following special rules shall apply to certain participants in
            the Whittar Industries, Ltd. Employees' Pension Plan (the "Whittar
            Plan"), which was merged into the Plan:

            (1)    Participants in the Whittar Plan who were employees of the
                   Partnership on the Closing Date and immediately thereafter
                   became employees of Metals, the Grant Partnership or the
                   Grant General Partner shall not accrue any additional
                   benefits under the Whittar Plan or this Plan after the
                   Closing Date, unless they become Participants in this Plan.
                   However, the interest of such participants in their accrued
                   benefits under the Whittar Plan as of the Closing Date shall
                   continue to become vested and nonforfeitable in accordance
                   with the terms of this Plan based on such Participants'
                   service with Metals, the Grant Partnership or the Grant
                   General Partner (or any other trade or business that is
                   treated as a single employer with Metals, the

                                      A-3
<PAGE>
 
                   Grant Partnership or the Grant General Partner under Section
                   414(b), (c) or (m) of the Code) after the Closing Date.

            (2)    Participants in the Whittar Plan who were employees of the
                   Partnership on the Closing Date and immediately thereafter
                   became employees of Whittar (including employees of the
                   Technibilt Business) shall become Participants in their Plan
                   in accordance with Article II and shall accrue benefits under
                   the Plan in accordance with Article V. In no event shall such
                   Participants' Accrued Benefits under the Plan at any time
                   after the Closing Date be less than such Participants'
                   accrued benefits under the Whittar Plan as of the Closing
                   Date.

            (3)    All other participants in the Whittar Plan on the Closing
                   Date shall be entitled to receive payment of their vested
                   accrued benefits under the Whittar Plan in accordance with
                   the terms of this Plan, but shall only become Participants in
                   this Plan if they satisfy the eligibility requirements of
                   Article II.

     (b)    Accrued Benefits which were transferred from the Whittar Plan to
            this Plan shall be distributable in accordance with the terms of
            this Plan, except that a participant in the Whittar Plan who became
            employed by Metals, the Grant Partnership or the Grant General
            Partner after the Closing Date shall not be considered to have a
            Severance until the participant separates from service with Metals,
            the Grant Partnership, the Grant General Partner (or any other trade
            or business that is treated as a single employer with Metals, the
            Grant Partnership or the Grant General Partner under Section 414(b),
            (c) or (m) of the Code), the Company and all Affiliated Companies.

     (c)    Participants in the Plan who were Employees on the Option Closing
            Date and immediately thereafter became employees of Metals, the
            Technibilt Partnership or the Technibilt General Partner shall not
            accrue any additional benefits under this Plan after the Option
            Closing Date, unless they again become eligible to participate in
            this Plan in accordance with Article II. However, the interest of
            such

                                      A-4
<PAGE>
 
            Participants in their Accrued Benefits shall continue to become
            vested and nonforfeitable in accordance with the terms of this Plan
            based on such Participants' service with Metals, the Technibilt
            Partnership or the Technibilt General Partner (or any other trade or
            business that is treated as a single employer with Metals, the
            Technibilt Partnership or the Technibilt General Partner under
            Section 414(b), (c) or (m) of the Code) after the option Closing
            Date.

     (d)    For purposes of this Section 4, the following terms shall have the
            meaning given them in the Master Agreement dated December 12, 1986
            by and among Whittar Industries, Ltd., The Arlen Corporation, Arlen
            Metals Corporation, Whittaker Metals Corporation and Whittaker
            Corporation: Closing Date; Grant General Partner; Grant Partnership;
            Metals; Option Closing Date; Technibilt Business; Technibilt General
            Partner; and Technibilt Partnership.

     5.     SPECIAL RULES FOR FORMER EMPLOYEES OF CERTAIN DIVISIONS AND
SUBSIDIARIES. The provisions of this Section 5 shall apply to Participants who
were employed by the following divisions or subsidiaries and who ceased to be
Employees in connection with the sale of such divisions or subsidiaries. Such a
Participant's service with the specified division or subsidiary began being
taken into account under the Plan as of the date indicated in the following
schedule. The Participant's subsequent service with the purchaser of the
division or subsidiary shall continue to be taken into account under the Plan
for purposes of determining the Participant's Days of Service and Vested
Service.

<TABLE>
<CAPTION>
                                                             Date from which
         Division or subsidiary         Date of sale       service is counted
     ------------------------------   ----------------   ----------------------
     <S>                              <C>                <C>
     Crown Aluminum                       06/01/77            01/01/69
     Medicus Affiliates                   04/15/83            Date of hire
     Microbiological Assoc.               07/27/84            Date of hire
     Acrodyne                             12/06/84            10/31/78
     Toxigenics                           02/10/85            Date of hire
     Trojan Yacht                         03/01/85            08/16/54
     Bertram Yacht                        03/01/85            01/01/70
     Balboa Marine                        06/30/86            03/01/70
</TABLE> 

                                      A-5
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                             Date from which
         Division or subsidiary         Date of sale       service is counted
     ------------------------------   ----------------   ----------------------
     <S>                              <C>                <C>
     Kettenburg Marine                    06/30/86            12/01/57
     Grant Products Non-union             12/12/86            Date of hire
     Juster Steel                         04/26/87            10/01/75 (BU)
                                                              07/01/68 (NB)
     Duall/Wind Plastics                  10/29/89            02/01/69
     Ram Chemicals                        09/29/89            Date of hire
     Thompson Paint Co.                   09/29/89            08/01/88
     Ram Chemicals (East)                 09/29/89            Date of hire
     Whittaker Plastics:
        Doran                             10/01/89            Date of hire
        Anjac                             10/01/89            Date of hire
</TABLE>

     6.     SPECIAL RULES FOR RECOGNITION OF SERVICE WITH CERTAIN FORMER
EMPLOYERS. This Section 6 shall apply to Participants who formerly were employed
by the following entities and who became Employees in connection with the
acquisition of such entities by the Company. Such a Participant's prior service
with such an entity shall be taken into account under the Plan from the date
indicated for purposes of determining the Participant's Days of Service and
Vested Service.

<TABLE>
<CAPTION>
                                       Effective date       Date from which
                 Entity                  of coverage       service is counted
     ------------------------------   ----------------   ----------------------
     <S>                              <C>                <C>
     Atech                                05/17/85            Date of hire
     Batavia                              07/01/68            07/01/68
     Bauer                                07/01/68            07/01/68
     Colton                               07/01/68            Date of hire
     Corporate                            11/01/67            Date of hire
     Dallas Metals                        01/01/69            Date of hire
     Dayton Chemicals                     12/01/68            Date of hire
     Decatur                              07/01/68            07/01/68
     Duall/Wind Plastics                  02/01/69            02/01/69
     Electronic Resources                 10/01/69            08/31/52
     Haynes                               01/01/79            Date of hire
     Heico                                08/10/79            Date of hire
     Houston Metals                       01/01/69            06/01/67
</TABLE> 

                                      A-6
<PAGE>
 
<TABLE> 
     <S>                                  <C>                 <C>
     Lafayette Metals                     01/01/69            01/01/69
     Norris                               01/31/85            Date of hire
</TABLE> 

                                      A-7
<PAGE>
 
<TABLE>
<CAPTION>
                                           Effective date       Date from which
                   Entity                   of coverage        service is counted
     ----------------------------------   ----------------   ----------------------
     <S>                                  <C>                <C>
     North Brunswick:
        Non-union                              02/01/79           Date of hire
        Bargaining unit                        11/03/81           Date of hire
        Continental Technical
        Finishes Corporation:
           Non-union                           12/03/86           Date of hire
           Bargaining unit                     12/03/86           12/03/86
     Orrville:
        Non-union                              07/01/68           07/01/68
        Bargaining unit                        10/01/72           10/01/72
     Park Chemical
        Non-union                              01/01/89           Date of hire
     Piedmont                                  11/08/88           11/08/88
     Providence Chemicals
        Non-union                              01/01/79           Date of hire
     Ram Chemicals                             07/01/68           Date of hire
        Thomson Paint Co.                      08/01/88           08/01/88
     Ram Chemicals (East)                      07/01/68           Date of hire
     Technibilt
        Non-union                              01/01/82           Date of hire
     Tulsa Metals                              01/01/69           01/01/69
     Water Management Systems                  03/01/74           Date of hire
     Whittaker Bioproducts                     01/01/70           Date of hire
     Whittaker Coating Development Lab         07/01/68           Date of hire
     Whittaker Coatings Research Center        07/01/68           Date of hire
     Whittaker Controls                        11/01/67           Date of hire
     Whittaker Electronic:
        Systems                                10/01/69           09/30/59
        Command, Control (4C's)                01/01/86           Date of hire
        Lee Telecommunications                 06/13/86           Date of hire
        REL, Inc.                              06/09/86           Date of hire
     Whittaker Ordnance                        10/24/80           Date of hire
     Whittaker Plastics:
        Doran                                  08/30/85           Date of hire
        Anjac                                  02/01/87           Date of hire
     Whittaker Power Storage Systems           11/01/67           Date of hire
</TABLE> 

                                      A-8
<PAGE>
 
<TABLE> 
     <S>                                       <C>                <C>
     Whittaker Yardney Power:
        Systems Non-union                      03/01/70           Date of hire
        GTE Corp.                              06/13/88           Date of hire
     Winters Industries
        Non-union                              01/01/72           Date of hire
     Yardney Electric                          11/12/69           Date of hire
</TABLE>

                                      A-9
 
<PAGE>
 
                          CERTIFICATE OF SECRETARY OF
                             WHITTAKER CORPORATION




            I, RICHARD B. LEVIN, do hereby certify that I am the duly elected 
and acting Secretary of Whittaker Corporation, a Delaware corporation, that at a
special meeting of the Board of Directors of Whittaker Corporation held on 
December 15, 1995, the following resolutions were adopted, that they have not 
been modified or rescinded, and that they remain in full force and effect as of 
the date of this certificate:



            WHEREAS, Whittaker Corporation (hereafter the "Employer") maintains 
the Whittaker Corporation Employees' Pension Plan (hereafter, the "Plan") Plan 
Number 001; and

            WHEREAS, the Employer may amend the Plan at any time pursuant to 
Article XIII; and

            WHEREAS, the Internal Revenue Service as a condition precedent to 
issuing a favorable determination letter as to the qualified status of the Plan
under Section 401(a) of the Internal Revenue Code has requested that certain 
provisions of the Plan be amended; and

            WHEREAS, the Board of Directors of the Employer previously 
authorized the officers of the Employer to perform all appropriate ministerial 
actions to effect the Plan as a tax-qualified retirement plan;



            NOW, THEREFORE, the Plan shall be amended effective as of January 1,
1994 or such earlier date required by law as follows:

     Article XIII, Section 13.01(d) shall be amended in its entirety to read as 
     follows:

            "No amendment shall have the effect of reducing the percentage 
     of the vested and nonforfeitable interest of any Participant in 
     his Accrued Benefit nor shall the vesting provisions of the Plan 
     be amended unless each participant with at least three Years of 
     Service (including Years of Service, if any, disregarded pursuant 
     to Article VII) is permitted to elect to continue to have the 
     prior vesting provisions apply to him, within 60 days after the 
     latest of: the date on which the amendment is adopted, the date on 
     which the amendment is effective, or the date on which the Participant 
     is issued written notice of the amendment."

     Article V, Section 5.07 shall be amended to add the following Section 
     5.07(g) thereto:

<PAGE>
 
            "(g) Applicable Law. Distributions will be made in 
     accordance with Code Section 401(a)(9) and the Treasury 
     Regulations thereunder including, but not limited to, Treasury 
     Regulations (S)1.401(a)(9)-2."


            Executed this 15th day of December, at Simi Valley, California.




                                      /s/ Richard B. Levin
                                      __________________________________________
                                      Richard B. Levin
                                      Secretary