<PAGE>
 
                                                                   EXHIBIT 10.10

                                ZERO CORPORATION
                    JOINT LIFE INSURANCE PLAN AND AGREEMENT


     THIS SECOND AMENDMENT to the JOINT LIFE INSURANCE PLAN AND AGREEMENT dated
April 1, 1994, as amended effective as of October 22, 1997 (the "Agreement"), by
and between ZERO Corporation, a Delaware corporation (hereinafter ZERO
Corporation or a subsidiary thereof is called the "Company", the "Corporation"
or "ZERO"), and _______________ ("Employee").

     WHEREAS, pursuant to the Agreement, Employee receives an insurance benefit,
the premiums for which are paid primarily by the Company; in part, they are paid
by the Employee to the extent of the economic benefit to the Employee as
established by the Internal Revenue Service; and

     WHEREAS, the Company and Employee now wish to modify certain terms and
conditions of the Agreement and to set forth certain other agreements and
understandings, as more specifically provided hereinafter.

     NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:

     1.  Amendments to Article SECOND.  Article SECOND entitled "Policy
         ----------------------------                                  
Ownership Subject to Collateral Assignment" is hereby amended by the addition of
the following sentence at the end of Article SECOND:

     "For purposes of ownership of the Policy, the term 'Employee' shall include
     an irrevocable life insurance trust as may be designated by the Employee."

      2.  No Further Modifications.  Except as expressly amended and modified
          ------------------------                                           
hereby, the terms of the Agreement remain in full force and effect.

      3.  Definitions.  Unless otherwise defined herein, capitalized terms shall
          -----------                                                           
have the meanings assigned in the Agreement.

      4.  Governing Law.  This Second Amendment shall be subject to and
          -------------                                                
construed according to the laws of the State of California.

                                       1
<PAGE>
 
          IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to the above described Agreement effective January 19, 1998.


                              ZERO CORPORATION
                              a Delaware corporation



                              By: 
                                  -----------------------------
                                  Wilford D. Godbold, Jr.
                                  President and Chief
                                  Executive Officer

                              EMPLOYEE


                              ------------------------------
                                        [Name]

                                       2
<PAGE>
 
                               ZERO CORPORATION
                    JOINT LIFE INSURANCE PLAN AND AGREEMENT

     THIS FIRST AMENDMENT to the JOINT LIFE INSURANCE PLAN AND AGREEMENT dated
April 1, 1994 (the "Agreement"), by and between ZERO Corporation, a Delaware
corporation (hereinafter ZERO Corporation or a subsidiary thereof is called the
"Company", the "Corporation" or "ZERO"), and ______________ ("Employee").

     WHEREAS, pursuant to the Agreement, Employee receives an insurance benefit,
the premiums for which are paid primarily by the Company; in part, they are paid
by the Employee to the extent of the economic benefit to the Employee as
established by the Internal Revenue Service; and

     WHEREAS, the Company and Employee now wish to modify certain terms and
conditions of the Agreement and to set forth certain other agreements and
understandings, as more specifically provided hereinafter.

     NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:

     1.   Amendments to Article FIRST.  Article FIRST entitled "Policy(ies)
          ---------------------------                                      
subject to Agreement" is hereby amended by the addition of the following
sentence at the end of Article FIRST:

     "In addition, the Corporation's interest in any such Policy will be
     transferred to any grantor or "rabbi" trust ("Rabbi Trust") established
     pursuant to Article FOURTH, paragraph F(b); provided that the transfer of
     such interest shall be effected by the cancellation by both the Employee
     and the Corporation of the Corporation's interest and the creation by the
     Employee of a superceding interest in the Policy by execution of a
     Collateral Assignment vesting in the Rabbi Trust."

     2.   Amendments to Article FOURTH.  Article FOURTH entitled "Payment of
          ----------------------------                                      
Premiums" is hereby amended as follows:

     (a)  The current paragraph appearing at the end of subparagraph E
(beginning "In the event that either...") is hereby changed to be subparagraph
"F", section (a) shall be deleted in its entirety, and "(b)" shall be deleted;
and thereafter subparagraph F shall be amended to read in its entirety:

                                       3
<PAGE>
 
     "Deposit in a Rabbi Trust funds in an amount sufficient to pay 1) Net
     Premium Advances and 2) the cash bonus calculated in accordance with
     Article FOURTH subparagraph C above to the Employee's attainment of age 65
     or the date referred to in Article SIXTH, subparagraph A(ii) hereof."

     (b)  The following sentence is added at the end of subparagraph F thereof:

     "Upon the establishment of a Rabbi Trust, the Company shall require that
     the Trustee cooperate with Employee or beneficiary as required in the
     exercise by such Employee or beneficiary of all rights provided in the
     terms and conditions of this Agreement and the Policy(ies), and shall
     direct the Trustee to perform all duties and responsibilities as Collateral
     Assignee under the Policies and to perform such duties and responsibilities
     respecting administration of this Plan and the Policy(ies) as may be
     required in the administration of the Trust, including but not limited to
     the following:

          (i)   Receipt of Trustee copy of all statements and annual reporting
     requirements directly from the Consultant, and assure that copies have been
     or are delivered to Participants and to the Company, as well as provide
     assistance to Participants and/or Beneficiary with respect to questions on
     such statements and annual reports.

          (ii)  Assist Participant in the exercise of rights and options as may
     be lawful and permitted by the Plans, including but not limited to
     obtaining approvals and signatures as required on a timely basis.

          (iii) Assure that the Trustee receives net premium advances in
     accordance with the provisions of the Plan and that the Participant and/or
     Beneficiary receives its unfettered right to benefits under the Policies.

          (iv)  Obtain the release from the Company or the Trustee on its behalf
     of its interest in any Policy on which the Trustee has or will receive
     reimbursement of net premium advances.

          (v)   Cooperate with the Participants and Consultant in regard to
     paperwork and documentation regarding the premiums required to be paid to
     the issuer on the Policies and the annual bonuses to be paid to the
     Participants.

          (vi)  Notify Consultant of its obligation to issue notices to
     Participants and Trustee as required by the

                                       4
<PAGE>
 
     Policies on the anniversary date which is one year prior to termination of
     each Policy as provided on the Payment Schedule.

          (vii) On the date of termination of the Agreement, if net premium
     advances have not been repaid, initiate steps to borrow or withdraw cash
     value from the Policies for repayment of such net premium advances, and
     provide a release of the Trust's assignment.

          (viii) To assure that a lapse in coverage does not occur, confirm
     that all net premium advances are paid to the insurer on each Policy.

          (ix)  Upon the death of a Participant, Trustee shall obtain a
     certificate of death and notify Mullin Consulting, Inc., or its successor
     ("Consultant") of such death, and assist and cooperate with Consultant and
     the insurer in the preparation and filing of any death claim with an
     insurer.  The Company and Beneficiaries shall also cooperate with the
     Trustee in processing any death claims.  Any insurance proceeds due under
     the terms of this Agreement as the result of such death claim shall be
     issued directly by the insurer to (i) the Trustee in the amount required to
     reimburse the Trust for all net premium advances for the deceased
     Participant by the Company and/or the Trustee, and (ii) to the
     Beneficiary."

     3.  Amendment to Article FIFTH.  The Collateral Assignment referred to in
         --------------------------                                           
Article FIFTH and attached as Schedule B is hereby replaced by the Collateral
Assignment attached hereto as Schedule B.

     4.  Amendment to Article SEVENTH.  Article SEVENTH entitled "Obligations on
         ----------------------------                                           
Termination" is hereby amended to add the following language at the end of
current subparagraph B:

     "In the event death occurs after Employee's termination from employment
     with the Company but prior to the termination of the Agreement, such base
     pay shall be the Employee's annual rate of pay on the April 1 preceding
     termination of employment."

     5.   Amendment to Schedule "B".  The following sentence is added as the
          -------------------------                                         
sixth paragraph thereof:

     "Assignee's interest hereunder may be assigned to one or more Rabbi Trusts,
     as described in the Agreement."

     6.  No Further Modifications.  Except as expressly amended and modified
         ------------------------                                           
hereby, the terms of the Agreement remain in full force and effect.

                                       5
<PAGE>
 
     7.  Definitions.  Unless otherwise defined herein, capitalized terms shall
         -----------                                                           
have the meanings assigned in the Agreement.

     8.  Governing Law.  This Second Amendment shall be subject to and construed
         -------------                                                          
according to the laws of the State of California.


          IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to the above described Agreement effective October 22, 1997.


                              ZERO CORPORATION
                              a Delaware corporation



                              By: 
                                  -----------------------------
                                  Wilford D. Godbold, Jr.
                                  President and Chief
                                  Executive Officer

                              EMPLOYEE


                              ------------------------------
                                       [Name]

                                       6
<PAGE>
 
                               ZERO CORPORATION
                             JOINT LIFE INSURANCE
                              PLAN AND AGREEMENT


     THIS AGREEMENT dated as of the 1st day of April, 1994 (the "Agreement"), is
entered into by and between                                 (hereinafter called
"Employee") and ZERO Corporation, a Delaware corporation, having its principal
office at 444 South Flower Street, Suite 2100, Los Angeles, California 90071-
2922 (hereinafter ZERO Corporation or a subsidiary thereof is called the
"Corporation").


                                    RECITALS


A.   Employee is employed by the Corporation and renders valuable
     services for the benefit of the Corporation;

B.   Corporation desires to provide a benefit to the Employee in order to retain
     the services of said Employee;

C.   Corporation is willing to join with Employee for the mutual benefit of the
     Corporation and Employee in an investment in a life insurance policy on
     said Employee's life;

D.   Corporation will advance premium payments on the life insurance policy; and

E.   Employee will be the owner of the policy on Employee's life,

     will be entitled to the benefit thereunder and will assign the policy as
     collateral security for the repayment of amounts advanced by the
     Corporation that may be due and payable to Corporation from time to time in
     accordance with this Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:

FIRST:    Policy(ies) subject to Agreement
          --------------------------------

     Employee owns or has applied to the Insurer named in Schedule A attached
hereto for a certain policy of life insurance on Employee's life in an initial
face amount set forth on Schedule A attached hereto and made a part hereof.
Both Employee and Corporation will do everything reasonable to cause such Policy
to be issued and kept in force.  Policies of life insurance or amounts thereof
may be added to or deleted from this Agreement upon agreement of Employee,
Corporation and Insurer by appropriate notation thereof on Schedule A together
with the respective

                                       7
<PAGE>
 
signatures of Employee and the Corporation for each such change, addition or
deletion.  "Policy" as used hereinafter shall refer to any and all policies of
life insurance on Employee's life described from time to time on Schedule A, or
which shall otherwise become subject to this Agreement.

SECOND:   Policy Ownership Subject to Collateral Assignment
          -------------------------------------------------

     Employee shall remain the sole owner of the Policy subject to the
"Collateral Assignment" of same to be executed by Employee, as defined in
Article FIFTH, as security for the repayment of any amounts advanced by the
Corporation that may be or become due and payable to Corporation from time to
time as provided hereinafter. Subject to the terms of this Agreement and the
related Collateral Assignment, Employee may designate or change the beneficiary
of the Policy at any time without restriction by using the form attached hereto
as Schedule C.  The Corporation agrees to immediately notify the Insurer upon
receipt by the Corporation of such designation or change by the Employee.

THIRD:    Owner's Other Rights in Policy(ies)
          -----------------------------------

     Subject to the provisions of Article FOURTH, Paragraph D, Employee may
exercise rights of ownership under the terms of the Policy, including the right
to change the beneficiary of the Policy, except that the Employee agrees not to
take any dividends in cash or to borrow against the cash value of the Policy,
without the written consent of the Corporation, as long as the Collateral
Assignment in favor of the Corporation shall remain outstanding.
Notwithstanding anything in this Agreement to the contrary, in no event will the
Employee take any action which would cause the cash value of the Policy to be
less than the amount of the Corporation's premium advances less any Employee
Premium Contributions made pursuant to Article FOURTH, Paragraph A(1), less any
amounts received by the Corporation under the Policy ("Net Premium Advances").

FOURTH:   Payment of Premiums
          -------------------

     A.  The premiums on the Policy shall be paid as follows:

     (1)  The Employee shall pay a portion of the premium ("Employee Premium
Contribution") equal to the lesser of:

(i)       The rate established by the Internal Revenue Service for the cost of
          life insurance protection (P.S. 58 rate) from time to time; or

(ii)      The rate, if any, established by the Insurer for individual one (1)
          year term life insurance available for all standard risks for that
          amount of coverage at Employee's then attained age.

                                       8
<PAGE>
 
For administrative convenience, the Employee shall remit to the Corporation or
have withheld from amounts due to such Employee by the Corporation the amount of
the Employee Premium Contributions within thirty (30) days of receipt of written
notice that such amount is due.  The Corporation shall be responsible for making
the premium payments to the Insurer.

     (2)  The Corporation shall pay the balance of the premium payments and have
the option to make such additional premium payments from time to time, in excess
of the minimum premium necessary to keep the Policy in force, as the Corporation
finds financially desirable with respect to funding the Policy over time.

     B.  Both Employee and Corporation contemplate that every effort will be
made to ensure that sufficient premiums will be paid hereunder to qualify the
Policy for favorable income tax treatment to both the Corporation and the
Employee under Section 7702 of the Internal Revenue Code of 1986, or as such may
be amended from time to time.  Borrowings against the Policy are not permitted
without the written approval of both the Corporation and the Employee as long as
the Corporation shall not have recovered all of its Net Premium Advances.

     C.  The Corporation agrees to pay a cash bonus to the Employee in an amount
equal to any Employee Premium Contributions.  In addition, to the extent that
the Employee has compensation from such bonus, the Corporation agrees to pay to
the Employee annually a cash bonus sufficient to pay applicable state and
federal income taxes.  Assuming a $1,000 Employee Premium Contribution under
Paragraph A(1) above and a combined state and federal tax rate of 42.4% (36% +
[64% x 10%]), the total cash bonus to the Employee would be $1,531 calculated as
follows:

          $1,000 - (100% - 42.4%)        $1,736

     D.  If consolidated income from continuing operations of the Corporation
before provision for income taxes in any year that this Agreement is in effect
is less than $10 million, the Board of Directors of the Corporation may suspend
the Net Premium Advances for a maximum of two (2) years if it is, in the sole
judgment of the Board of Directors, considered essential to maintain the
financial well being of the Corporation.  The effect of any such suspension of
premiums shall be made up over the remaining term of the Policy.  However,
notwithstanding the foregoing, the Corporation will make the premium payments
necessary to qualify the Policy as life insurance under the appropriate
provisions of the Internal Revenue Code.

     E.  The Corporation and Employee recognize that a substantial

portion of the benefits will accrue in the later years of the term of the Policy
because it is in the Corporation's interest to fund the Policy premiums in
annual increments.  The Corporation and

                                       9
<PAGE>
 
Employee also recognize that in the event of a "Change of Control" during the
term of the Policy, it would be in the interest of both parties to take actions
to protect the Employee's benefits under the Policy.  For purposes of this
Agreement "Change of Control" means, after the effective date of this Agreement:

(i)       There shall be consummated (A) any consolidation or merger of the
          Corporation in which the Corporation is not the continuing or
          surviving corporation or pursuant to which shares of the Corporation's
          common stock would be converted into cash, securities or other
          property, other than a merger of the Corporation in which the holders
          of the Corporation's common stock immediately prior to the merger have
          substantially the same proportionate ownership of common stock of the
          surviving corporation immediately after the merger, or (B) any sale,
          lease, exchange or other transfer (in one transaction or a series of
          transactions) of all, or more than 50 percent, of the assets of the
          Corporation; or

(ii)      The stockholders of the Corporation approve a plan or proposal for the
          liquidation or dissolution of the Corporation; or

(iii)     Any "person" (as defined in Sections 13(d) and 14(d) of the Securities
          Exchange Act") other than a person owned by or directly or indirectly
          managed by the Corporation, shall become the "beneficial owner" (as
          defined in Rule 13d-3 under the Exchange Act), of 25 percent or more
          of the Corporation's outstanding common stock.

In the event that either the Named Fiduciary (as defined below) or the Board of
Directors determines that a Change of Control appears likely, the Corporation
will take one of the following actions (or another similar action if the
Corporation and Employee mutually agree in writing) which will be deemed
effective automatically and concurrently with the "Change of Control":

(a)  Obtain an irrevocable letter of credit, conditioned only on the passage of
     time, to fund l) Net Premium Advances and 2) the cash bonus calculated in
     accordance with Article FOURTH, Paragraph D, above to the Employee's
     attainment of age 65 ("Normal Retirement Date"), or

(b)  Deposit in a Rabbi Trust funds in an amount sufficient to pay 1) Net
     Premium Advances and 2) the cash bonus calculated in accordance with
     Article FOURTH, Paragraph D, above to the Employee's attainment of age 65
     (Normal Retirement Date).

                                       10
<PAGE>
 
FIFTH:    Execution of Collateral Assignment
          ----------------------------------

     In consideration for the covenants made by the Corporation, Employee agrees
to execute and deliver to the Corporation a Collateral Assignment in favor of
the Corporation in the form set forth in Schedule B attached hereto.

SIXTH:    Termination of Agreement
          ------------------------

     Subject to the provisions in Article SEVENTH below, this Agreement shall
terminate upon the happening of any of the following events:

     A.  (i) The anniversary date of the policy of life insurance provided under
this Agreement (April 1) after the termination of Employee's employment with the
Corporation for any reason, except termination by the Corporation in
anticipation of a "Change of Control" or termination for any reason following a
"Change of Control", or (ii) on April 1, 2005 if termination by the Corporation
in anticipation of a "Change of Control" or termination for any reason following
a "Change of Control".  Provided, however, in no event shall the termination
                        -----------------                                   
date of this Agreement be less than ninety (90) days following the termination
date of Employee's employment."

     B.  Assignment, other than the Collateral Assignment which secures the
repayment of the Corporation's Net Premium Advances, of the Policy by the
Employee.

     C.  By mutual consent of the Employee and the Corporation.

     D.  Death of the Employee.
 
SEVENTH:  Obligations on Termination
          --------------------------

     A.  In the event that this Agreement is terminated under Article SIXTH
above, Employee or Insurance Company shall satisfy the Corporation's collateral
interest in the Policy by paying to the Corporation an amount equal to the Net
Premium Advances; provided, however, that the amount paid to the Corporation
shall not exceed the cash value of the Policy if terminated during life or the
death benefit in the event the Agreement terminates for reason of death.  The
payment terms under which the Corporation may be reimbursed for its said
collateral interest hereunder by Employee are as follows:

     (1)  In the event of termination for a reason other than death of Employee,

(i)       Employee may, with Corporation's written consent, borrow an amount
          equal to the Net Premium Advances from the cash surrender value of the
          Policy.  The Corporation agrees

                                       11
<PAGE>
 
          that it will cooperate with the Employee to borrow the funds.  Such
          borrowing shall be by a check payable to the Corporation.

                                       OR

(ii)      Employee may make a lump sum payment to the Corporation of the entire
          sum of the Net Premium Advances within ninety (90) days after the
          termination of this Agreement.  Such payment shall be by a cashiers
          check.

Upon receipt of the repayment of the Net Premium Advances, the Corporation shall
immediately release the Collateral Assignment of the Policy by the execution and
delivery of an appropriate instrument of release to the Insurer and such
Collateral Assignment thereafter shall be deemed null and void.

     (2)  In the event that this Agreement is terminated by reason of the death
of the Employee, the Corporation shall be paid death benefits equal to the
greater of (i) the Net Premium Advances or (ii) the total death benefit provided
under the Policy issued in 1994 less an amount equal to three (3) times
Employee's base pay.  The balance of the death benefit provided under the
Policy, if any, shall be paid directly to the beneficiary or beneficiaries
designated by the Employee, in the manner and in the amount or amounts provided
in the beneficiary designation of the Policy.  The parties hereto agree that the
beneficiary designation provision of the Policy shall conform to the provisions
hereof.  Within ten (10) days of Corporation's notice of Employee's death,
Corporation shall file with the Insurer the Affidavit required under the
Collateral Assignment by and between Corporation and Employee, stating the Net
Premium Advances due to the Corporation under this Agreement and stating that
upon receipt of the repayment of the Net Premium Advances, the Corporation shall
release the Collateral Assignment of the Policy, by execution and delivery of an
appropriate instrument of release to the Insurer.

     B.  The Corporation may pursue all available legal remedies to enforce
collection of the Net Premium Advances under this Agreement if Employee shall be
in default and shall be entitled to, among other things, award of reasonable
attorneys' fees.

EIGHTH:   Designation of "Named Fiduciary"
          --------------------------------

     The Board of Directors of the Corporation shall designate a Named
Fiduciary, who shall be responsible for the management, control and
administration of the split dollar life insurance plan established under this
Joint  Life Insurance Plan and Agreement (the "Plan").  Such Named Fiduciary may
allocate aspects of the management and operational responsibilities of this
Plan, including

                                       12
<PAGE>
 
the employment of professional advisors and the delegation of ministerial
duties to qualified individuals from time to time.  Unless otherwise provided
the Secretary of the Corporation shall serve as the Named Fiduciary of the Plan.

NINTH:    Claims Procedure
          ----------------

     The following claims procedures shall be used for the Plan:

     A.   The Named Fiduciary shall notify the Employee and, where

appropriate, the beneficiaries of the Policy, of their right to claim benefits
under the claims procedures, shall make forms available for filing of such
claims, and shall provide the name of the person or persons with whom such
claims should be filed.

     B.   The Named Fiduciary shall establish procedures for action

on claims initially made and the communication of a decision to the claimant
promptly and, in any event, not later than sixty (60) days after the date of the
claim.  The claim may be deemed by the claimant to have been denied for purposes
of further review described below in the event a decision is not furnished to
the claimant within such sixty (60) day period.  Every claim for benefits which
is denied shall be denied by written notice setting forth in a manner calculated
to be understood by the claimant 1) the specific reason or reasons for the
denial, 2) specific reference to any provisions of this Plan on which denial is
based, 3) description of any additional material or information necessary for
the claimant to perfect his or her claim with an explanation of why such
material or information is necessary, and 4) an explanation of the procedure for
further reviewing the denial of the claim under the Plan.

     C.   The Named Fiduciary shall review all claim denials.  The

review given after denial of any claim shall be a full and fair review, with the
claimant or his or her duly authorized representative having one hundred eighty
(180) days after receipt of denial of his or her claim to request such review,
having the right to review all pertinent documents and the right to submit
issues and comments in writing.

     D.   The Named Fiduciary shall issue a decision not later than

sixty (60) days after receipt of a request for review from a claimant unless
special circumstances such as the need to hold a hearing, require a longer
period of time, in which case a decision shall be rendered as soon as possible
but not later than one hundred and twenty (120) days after receipt of the
claimant's request for review.  The decision on review shall be in writing and
shall include specific reasons for the decision written in a manner calculated
to be understood by the claimant with specific reference to any provisions of
this Plan on which the decision is based.

                                       13
<PAGE>
 
A claimant shall have the right to request a review of a final decision of the
Named Fiduciary by arbitration pursuant to the then rules of the American
Arbitration Association.  Such request must be made by the claimant within
twenty (20) days of receipt of the final decision of the Named Fiduciary.  If
arbitration is not requested, however, all actions of the Named Fiduciary shall
be conclusive on all persons interested in the Plan except to the extent
otherwise specifically indicated herein.

TENTH:    Execution of Necessary Documents
          --------------------------------

     The parties hereto agree to execute any documents which may be
appropriately necessary to carry out the purpose and the intent of this
Agreement.

ELEVENTH: Amendment
          ---------

     This Agreement may not be amended or modified orally and may only be
amended or modified by a written instrument signed by the parties hereto.

TWELFTH:  Private Agreement
          -----------------

     The parties hereto agree that this is a private agreement to which the
Insurer is not a party and for which it can assume no responsibility and the
Insurer is not to be deemed a third party beneficiary hereunder and, therefore,
a copy need not be filed with the Insurer.  Nothing in this Agreement nor in any
modifications,

amendments or supplements hereto shall in any way be construed to enlarge,
charge, vary or in any way affect the obligations of the Insurer as expressly
provided by the Policy of insurance issued by it.

THIRTEENTH:    Binding
               -------

     This Agreement shall be binding upon the parties hereto and their
successors, assigns, executors or administrators and beneficiaries.

FOURTEENTH:    Notices
               -------

     All notices required by this Agreement must be in writing and delivered
personally or sent by certified or registered mail to the then current or last
known address of each party hereto.

FIFTEENTH:     Applicable Law
               --------------

     This Agreement shall be subject to and construed according to the laws of
the State of California.

                                       14
<PAGE>
 
SIXTEENTH:     Policy
               ------

     Whenever the Policy is referred to in this Agreement, the terms of the
Policy shall supersede the summary description herein.



     Executed in Los Angeles, California, as of the date first above written.

                                    EMPLOYEE



                                    ---------------------------
 

                                    ZERO Corporation, a Delaware
                                    corporation


                                    By: _______________________
                                        Title:

                                       15
<PAGE>
 
                                 SCHEDULE "A"


                               ZERO CORPORATION


                    Joint Life Insurance Plan and Agreement
                         Summary of Insurance Policies



     Issued by:


     Face Amount:


     Policy Number:

     Type of Contract:


     Initially Determined Premium:

     Insured:


     Beneficiary:



     Date of Policy:
<PAGE>
 
                                 SCHEDULE "B"


                               ZERO CORPORATION

                    Joint Life Insurance Plan and Agreement


                             COLLATERAL ASSIGNMENT


          THIS ASSIGNMENT is made and entered into effective the 1st day of
April, 1994, by the undersigned as owner (the "Owner") of the certain Life
Insurance Policy No.                issued by Pacific Mutual Life Insurance
Company ("Insurer") and any supplementary contracts issued in connection
therewith (said policy and contracts being herein called the "Policy"), to ZERO
CORPORATION (the "Assignee"), a Delaware Corporation with principal offices at
444 South Flower Street, Suite 2100, Los Angeles, California, 90071-2922.

          NOW, THEREFORE, for value received, the undersigned Owner hereby
assigns, transfers and sets over to the Assignee, its successors and assigns,
the specific rights in the Policy as stated in the ZERO CORPORATION Joint Life
Insurance Plan and Agreement by and between Assignee and Owner dated April 1,
1994 (the "Agreement").

          Insurer accepts no responsibility for the determination of the
respective interests or rights of the Owner and Assignee between or among
themselves or their successor or successors.  The respective interests or rights
of the Owner and Assignee shall be as their interest may appear under the
Agreement, Insurer not being a party to said Agreement, or the administration
thereof, and shall not be responsible for such interpretation.

          Insurer is not a party to any other document or assignment unless it
has specifically agreed in writing, signed by an officer of the Insurer at its
Home Office, to be bound by such document or assignment.

          Insurer shall have the right to rely upon the sole instructions and
representations of Assignee (as given to Insurer by AFFIDAVIT signed by Assignee
alone) to exercise each and every right under the Policy except that Assignee
(a) may not borrow against the cash value of the Policy or (b) change the
beneficiary(ies) without the written consent of the Owner of the Policy.  No
signature of Owner shall be required except as noted above.  Owner and Assignee
specifically indemnify Insurer for all actions undertaken by Insurer pursuant to
said AFFIDAVIT.  Any such AFFIDAVIT shall be in the form of Appendix A hereto.
<PAGE>
 
          IN WITNESS WHEREOF, the undersigned Owner has executed this Assignment
as of the date and year first above written.  The undersigned Assignee by the
acceptance of this Assignment agrees to the conditions and provisions set forth
herein.



       Witness                                        Owner

---------------------                          -----------------------
 

       Witness                                 ZERO CORPORATION


                                               By:
---------------------                             -----------------------
                                                  Title:
                                                  (Seal of Corporation)



          The Insurer has retained the original Collateral Assignment dated as
of April 1, 1994, and is returning a copy of this document.  The Insurer assumes
no responsibility for the validity of this document.

                                               ------------------------------


                                               By: 
                                                   --------------------------
<PAGE>
 
                         APPENDIX "A" TO SCHEDULE "B" 


                               ZERO CORPORATION 

                   Joint Life Insurance Plan and Agreement 

                         AFFIDAVIT OF ZERO CORPORATION



1.   I am _________________, _________________ of ZERO Corporation.

2.   This AFFIDAVIT is made this ___ day _________, 199__, by ZERO Corporation
     ("Assignee") as Assignee of that certain Life Insurance Policy No.
     ____________ issued by ________________ Insurance Company ("Insurer") and
     any supplementary contracts issued in connection therewith (said policy and
     contracts being herein called the "Policy") upon the life of __________
     _____________ ("Insured") pursuant to a Collateral Assignment from
     _______________("Owner"). Assignee hereby certifies that the following
     instructions are in accordance with respective interests or rights of the
     Owner and Assignee as they appear under that certain ZERO Corporation Joint
     Life Insurance Plan and Agreement dated as of April ___, 1994.

3.   The undersigned Assignee hereby instructs Insurer to take the following
     action with respect to the Policy:



                                         ZERO CORPORATION


                                    By: __________________________
                                         Title:



     Subscribed and sworn (affirmed) before me this ____ day of    ________,
     19___.



                                                  ------------------------------
                                                  Notary Public in and for State
                                                  of California and County of
                                                  Los Angeles
<PAGE>
 
                         APPENDIX "B" TO SCHEDULE "B" 


                               ZERO CORPORATION

                    Joint Life Insurance Plan and Agreement

                    AFFIDAVIT OF ZERO CORPORATION AND OWNER



1.   This AFFIDAVIT is made jointly this ____ day _________, 199__ by ZERO
     Corporation ("Assignee") as Assignee of that certain Life Insurance Policy
     No. ________ issued by _______________ Life Insurance Company ("Insurer")
     and any supplementary contracts issued in connection therewith (said policy
     and contracts being herein called the "Policy"), upon the life of
     ______________ ("Insured") pursuant to a Collateral Assignment from
     ________________ ("Owner") and by the Owner. Assignee hereby certifies that
     the following instructions are in accordance with respective interests or
     rights of the Owner and Assignee as they appear under the ZERO Corporation
     Joint Life Insurance Plan and Agreement.

2.   The undersigned Assignee and Owner hereby instruct Insurer to take the
     following action with respect to the Policy:



     Owner                          ZERO CORPORATION (Assignee)


________________________            By: _________________________
                    Title:



     Subscribed and sworn (affirmed) before me this ____ day of
     ___________, 199___.




                                                  ------------------------------
                                                  Notary Public in and for the
                                                  State of California and County
                                                  of Los Angeles
<PAGE>
 
                                 SCHEDULE "C"

                               ZERO CORPORATION
                    Joint Life Insurance Plan and Agreement

                          CHANGE OF BENEFICIARY FORM

Address of Insurer

          Revoking hereby any previous designation which may be inconsistent
herewith, I direct that the insurance proceeds, payable under that certain Life
Insurance Policy No. _____________ issued by the _______________ Life Insurance
Company, in the event of my death, be paid as follows:

Name and Relationship of Beneficiary ___________________________________________
________________________________________________________________________________
________________________________________________________________________________

Age  ____  Address if Not Related by blood or marriage:
________________________________________________________________________________
________________________________________________________________________________

     The right to change the beneficiary(ies) without the consent of said
beneficiary(ies) is reserved:

                                 Owner:
                                 --------------------------------
                                 (Signature of Insured)

                                 --------------------------------
                                 (Name of Insured - Printed)

                                 --------------------------------
                                 (Social Security Number)

                                 ----------------------------
                                 (Policy Number)

                                 ----------------------------
                                 (Date)
Assignee:

ZERO CORPORATION


By:  ___________________________
     Title:

                                            ---------------------------------
                                            Notary Public in and for State of
                                            California and County of Los Angeles