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                                                                   Exhibit 10.13

                   ENVIRONMENTAL POWER CORPORATION
                          RETIREMENT PLAN

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

                            As Restated
                   Effective as of January 1, 1998

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                            ENVIRONMENTAL POWER CORPORATION
                                   RETIREMENT PLAN

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

                                  TABLE OF CONTENTS

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

<TABLE>
<S>                                                                                                               <C>
ARTICLE 1.........................................................................................................1

   1.1   NAME OF PLAN.............................................................................................1
   1.2   EFFECTIVE DATE...........................................................................................1

ARTICLE 2.........................................................................................................1

   2.1   "ACCRUED BENEFIT"........................................................................................1
   2.2   "ACTUARIAL EQUIVALENT"...................................................................................2
   2.3   "ADMINISTRATOR"..........................................................................................2
   2.4   "AFFILIATED EMPLOYER"....................................................................................2
   2.5   "ANNUITY STARTING DATE"..................................................................................2
   2.6   "APPLICABLE INTEREST RATE"...............................................................................3
   2.7   "APPLICABLE MORTALITY TABLE".............................................................................3
   2.8   "APPLICATION FOR BENEFITS"...............................................................................3
   2.9   "AVERAGE ANNUAL COMPENSATION"............................................................................3
   2.10  "AVERAGE MONTHLY COMPENSATION"...........................................................................3
   2.11  "BENEFICIARY"............................................................................................3
   2.12  "BOARD"..................................................................................................3
   2.13  "BREAK IN SERVICE".......................................................................................3
   2.14  "CODE....................................................................................................3
   2.15  "COMPENSATION............................................................................................3
   2.16  "CREDITED SERVICE".......................................................................................4
   2.17  "ELIGIBLE EMPLOYEE"......................................................................................4
   2.18  "EMPLOYEE"...............................................................................................5
   2.19  "EMPLOYER"...............................................................................................5
   2.20  "EMPLOYMENT COMMENCEMENT DATE"...........................................................................5
   2.21  "ERISA"..................................................................................................5
   2.22  "FORMER PARTICIPANT".....................................................................................5
   2.23  "HIGHLY COMPENSATED EMPLOYEE"............................................................................5
   2.24  "HOUR OF SERVICE"........................................................................................5
   2.25  "LATE RETIREMENT DATE"...................................................................................7
   2.26  "LEASED EMPLOYEE"........................................................................................7
   2.27  "LEAVE OF ABSENCE".......................................................................................7
   2.28  "NORMAL RETIREMENT AGE"..................................................................................7
   2.29  "NORMAL RETIREMENT DATE".................................................................................7
   2.30  "PARTICIPANT"............................................................................................7
   2.31  "PARTICIPATING EMPLOYER".................................................................................8
   2.32  "PLAN"...................................................................................................8
   2.33  "PLAN YEAR"..............................................................................................8
   2.34  "PBGC RATE"..............................................................................................8
   2.35  "REGULATION..............................................................................................8
   2.36  "RETIREMENT".............................................................................................8
   2.37  "RETIRED PARTICIPANT"....................................................................................8
   2.38  "SOCIAL SECURITY RETIREMENT AGE".........................................................................8
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
   2.39  "TOTALLY AND PERMANENTLY DISABLED".......................................................................8
   2.40  "TRUST"..................................................................................................8
   2.41  "TRUST AGREEMENT"........................................................................................8
   2.42  "TRUST FUND".............................................................................................8
   2.43  "TRUSTEE"................................................................................................8
   2.44  "YEAR OF ELIGIBILITY SERVICE"............................................................................9
   2.45  "YEAR OF SERVICE"........................................................................................9

ARTICLE 3.........................................................................................................9

   3.1   REQUIREMENTS TO BECOME A PARTICIPANT.....................................................................9
   3.2   ELIGIBILITY FOLLOWING A TERMINATION OR TRANSFER OF EMPLOYMENT............................................9
   3.3   ELIGIBLE CLASSIFICATION..................................................................................9
   3.4.  DETERMINATION OF ELIGIBILITY BY ADMINISTRATOR............................................................9

ARTICLE 4.........................................................................................................9

   4.1   NORMAL RETIREMENT........................................................................................9
   4.2   DISABILITY RETIREMENT...................................................................................10
   4.3   DEFERRED RETIREMENT BENEFIT; SUSPENSION OF BENEFITS.....................................................10
   4.4   ADJUSTMENTS AFTER REQUIRED BEGINNING DATE...............................................................11
   4.5   REEMPLOYMENT OF RETIRED PARTICIPANT.....................................................................11
   4.6   EFFECT OF BREAK IN SERVICE..............................................................................12
   4.7   EFFECT OF PRIOR DISTRIBUTION; REPAYMENT OF DISTRIBUTION.................................................12
   4.8   NO DUPLICATION OF BENEFITS..............................................................................12

ARTICLE 5........................................................................................................13

   5.1   DEFINITIONS.............................................................................................13
   5.2   MAXIMUM ANNUAL RETIREMENT BENEFIT.......................................................................14
   5.3   COMBINED PLAN LIMITATION................................................................................15
   5.4   COST OF LIVING ADJUSTMENT...............................................................................17
   5.5   SPECIAL LIMITATION FOR 25 HIGHEST-PAID EMPLOYEES........................................................17

ARTICLE 6........................................................................................................18

   6.1   COMMENCEMENT OF BENEFITS................................................................................18
   6.2   AUTOMATIC FORMS OF PAYMENT..............................................................................19
   6.3   WAIVER OF AUTOMATIC ANNUITY FORM........................................................................20
   6.4   EXPLANATION OF AUTOMATIC ANNUITY FORM...................................................................20
   6.5   OPTIONAL FORMS OF PAYMENT...............................................................................21
   6.6   CODE SECTION 401(A)(9) REQUIREMENTS.....................................................................21
   6.7   NO DECREASE IN BENEFIT..................................................................................22
   6.8   USE OF TERM "PARTICIPANT"...............................................................................22

ARTICLE 7........................................................................................................22

   7.1   PRE-RETIREMENT SURVIVOR ANNUITY.........................................................................22
   7.2   OTHER PRE-RETIREMENT DEATH BENEFITS.....................................................................24
   7.3   DEATH AFTER BENEFITS COMMENCE...........................................................................24
   7.4   DESIGNATION OF BENEFICIARY..............................................................................25
   7.5   IMMEDIATE CASHOUT OF $5,000 OR LESS.....................................................................25
   7.6   USE OF TERM "PARTICIPANT"...............................................................................25

ARTICLE 8........................................................................................................25

   8.1   SEPARATION FROM SERVICE.................................................................................25
   8.2   LESS THAN TWO YEARS OF SERVICE..........................................................................25
   8.3   AT LEAST TWO YEARS OF SERVICE; FULL VESTING.............................................................25
   8.4   PRIOR BREAK IN SERVICE..................................................................................26
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
   8.5   PAYMENT OF VESTED BENEFIT...............................................................................26
   8.6   NO DECREASE IN BENEFIT..................................................................................27

ARTICLE 9........................................................................................................27

   9.1   APPLICATION MUST BE FILED...............................................................................27
   9.2   DEATH BENEFITS APPLICATION..............................................................................27
   9.3   TERMINATION BENEFITS APPLICATION........................................................................27
   9.4   NORMAL RETIREMENT BENEFITS..............................................................................28
   9.5   CHANGES IN ELECTION.....................................................................................28
   9.6   REVIEW OF APPLICATION...................................................................................28
   9.7   OBLIGATION TO FURNISH CURRENT ADDRESS; MISSING PERSONS..................................................28
   9.8   NOTICE OF DEATH, RETIREMENT OR SEPARATION FROM SERVICE..................................................28
   9.9   MAILING OF BENEFITS.....................................................................................28
   9.10  MINORS AND INCOMPETENTS.................................................................................28
   9.11  DIRECT ROLLOVER.........................................................................................29
   9.12  MEANING OF PARTICIPANT..................................................................................30
   9.13  ELECTRONIC MEDIA........................................................................................30

ARTICLE 10.......................................................................................................30

   10.1  APPOINTMENT OF ADMINISTRATOR............................................................................30
   10.2  POWERS AND DUTIES OF ADMINISTRATOR; ADMINISTRATOR NOT TO ACT IN DISCRIMINATORY MANNER...................30
   10.3  ADMINISTRATOR TO KEEP ACCURATE RECORDS..................................................................31
   10.4  RELIANCE ON SPECIALISTS.................................................................................31
   10.5  COMPENSATION; LIABILITY.................................................................................32
   10.6  CLAIMS PROCEDURE........................................................................................32
   10.7  AGENT FOR SERVICE OF LEGAL PROCESS......................................................................33

ARTICLE 11.......................................................................................................33

   11.1  TRUST AGREEMENT.........................................................................................33
   11.2  INVESTMENT OF TRUST FUND................................................................................33
   11.3  TRUSTEE'S ACCOUNTS......................................................................................33
   11.4  TRUSTEE'S RECORDS.......................................................................................34
   11.5  TRUSTEE'S LIABILITY.....................................................................................34
   11.6  TRUSTEE'S COMPENSATION AND EXPENSES.....................................................................34

ARTICLE 12.......................................................................................................34

   12.1  CONTRIBUTIONS...........................................................................................34
   12.2  EXCLUSIVE BENEFIT.......................................................................................34
   12.3  EXPENSES................................................................................................35

ARTICLE 13.......................................................................................................35

   13.1  PERMANENCE OF PLAN......................................................................................35
   13.2  RIGHT TO AMEND OR TERMINATE.............................................................................35
   13.3  TERMINATION OF PLAN OR PLAN AND TRUST...................................................................36
   13.4  VESTING ON TERMINATION OR PARTIAL TERMINATION OF PLAN...................................................36
   13.5  LIMITATION OF BENEFITS ON PLAN TERMINATION..............................................................37
   13.6  ALLOCATION OF ASSETS....................................................................................37
   13.7  LIQUIDATION OF TRUST....................................................................................38
   13.8  MERGER OR CONSOLIDATION OF PLAN.........................................................................38

ARTICLE 14.......................................................................................................38

   14.1  PROHIBITION ON ASSIGNMENT OR ALIENATION.................................................................38
   14.2  QUALIFIED DOMESTIC RELATIONS ORDER......................................................................38
   14.3  OFFSET OF BENEFITS......................................................................................40
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
ARTICLE 15.......................................................................................................40

   15.1  AFFILIATED EMPLOYER REQUIREMENTS........................................................................40
   15.2  ADOPTION OF PLAN BY AFFILIATED EMPLOYER.................................................................41
   15.3  WITHDRAWAL FROM PLAN....................................................................................41

ARTICLE 16.......................................................................................................42

   16.1  DEFINITIONS.............................................................................................42
   16.2  WHEN PROVISIONS APPLY...................................................................................45
   16.3  MINIMUM BENEFITS........................................................................................45
   16.4  ADJUSTMENTS TO CODE SECTION 415 ANNUAL BENEFITS LIMITS..................................................45
   16.5  ELIGIBILITY FOR TOP-HEAVY MINIMUM BENEFIT...............................................................46

ARTICLE 17.......................................................................................................47

   17.1  RIGHTS OF EMPLOYEES.....................................................................................47
   17.2  OBLIGATION OF THE AFFILIATED EMPLOYERS..................................................................47
   17.3  ACTION BY THE EMPLOYER..................................................................................47
   17.4  LIABILITY OF EMPLOYER...................................................................................47
   17.5  BONDING.................................................................................................47
   17.6  CONSTRUCTION............................................................................................47
   17.7  TITLES..................................................................................................48
   17.8  COUNTERPARTS............................................................................................48
   17.9  MILITARY LEAVE..........................................................................................48
</TABLE>

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<PAGE>

                         ENVIRONMENTAL POWER CORPORATION
                                 RETIREMENT PLAN

         WHEREAS, Environmental Power Corporation (herein referred to as the
"Employer") adopted the Environmental Power Corporation Retirement Plan (herein
referred to as the "Plan") for the benefit of its Employees, effective as of
January 1, 1998; and

         WHEREAS, the Employer desires to amend the Plan to comply with the
Retirement Protection Act of 1994 provisions of the 1994 Uruguay Round
Agreements Act, the Uniformed Services Employment and Reemployment Rights Act of
1994, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of
1997, the IRS Restructuring and Reform Act of 1998 and the Community Renewal Tax
Relief Act of 2000; and

         WHEREAS, it is intended that the Plan continue to be a qualified plan
under Section 401(a) of the Internal Revenue Code and operate for the exclusive
benefit of the Participants and their Beneficiaries;

         NOW, THEREFORE, the Plan is hereby amended by restating the Plan it its
entirety as follows:

                                    ARTICLE 1
                                    ---------

                             Name and Effective Date
                             -----------------------

         1.1      Name of Plan  The Plan shall be known as the "Environmental
                  ------------
Power Corporation Retirement Plan".

         1.2      Effective Date The Plan originally became effective as of
                  --------------
January 1, 1998. This restatement of the Plan is effective as of January 1,
1998, except as otherwise provided herein.

                                    ARTICLE 2
                                    ---------

                                   Definitions
                                   -----------

         2.1      (a)      "Accrued Benefit" means at any time the product of
the Normal Retirement Benefit multiplied by a fraction, the numerator of which
is the number of a Participant's years of Credited Service at such time, and
the denominator of which is the number years of Credited Service the
Participant would have at Normal Retirement Age or, if greater, 25.

                  (b)      When determining the Accrued Benefit, the Normal
Retirement Benefit is the monthly benefit to which the Participant would be
entitled if he continued to earn annually until such Normal Retirement Age the
same rate of Compensation upon which his normal retirement benefit would be
computed. This rate of Compensation is computed on the basis of

                                      1

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Compensation taken into account under the Plan, but not to exceed the ten years
of service immediately preceding the determination.

         2.2      (a)      "Actuarial Equivalent" means a form of benefit
differing in time, period or form of payment from a particular benefit provided
under the Plan but having the same value when calculated, subject to
subsections (b) and (c), using the following factors:

                Pre-Retirement           Post-Retirement
                --------------           ---------------

Interest             6%                      5.5%

Mortality            None                    1983 IAM - Male

                  (b)      Effective as of January 1, 2000, for the purpose of
determining the lump sum Actuarial Equivalent of a Participant's Accrued
Benefit, Actuarial Equivalent shall mean the present value of a Participant's
Accrued Benefit based on the Applicable Mortality Table and the Applicable
Interest Rate.

                  (c)      Notwithstanding the foregoing, the lump sum Actuarial
Equivalent of a benefit, the Annuity Starting Date of which occurs during the
period commencing January 1, 2000 and ending on the date on which this amendment
and restatement is adopted, shall be the greater of:

                           (i)    the present value of a Participant's Accrued
Benefit based on the Applicable Mortality Table and the Applicable Interest
Rate; or

                           (ii)   the present value of a Participant's Accrued
Benefit based on the mortality table of subsection (a) and the PBGC Rate.

         2.3      "Administrator" means the Employer, or such other individual,
committee or firm as the Employer shall designate from time to time in
accordance with Section 10.1.

         2.4      "Affiliated Employer" means the Employer and each of the
Affiliated Employers. "Affiliated Employers" means the Employer and all other
corporations, partnerships, trades or businesses (whether or not incorporated)
that are members of an affiliated group as described in Section 15.1.

         2.5      "Annuity Starting Date" means:

                  (a)      the first day of the first period for which a benefit
is payable under the Plan as an annuity, or

                  (b)      in the case of a benefit not payable in the form of
an annuity, the first day on which all events have occurred that entitle the
recipient to such benefit.

                                      2

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         2.6      "Applicable Interest Rate" means the average yield on 30-year
Treasury Constant Maturities, or such other interest rate as may be specified by
the Commissioner of Internal Revenue, as published in the Federal Reserve
Bulletin, for the month of November preceding the Plan Year.

         2.7      "Applicable Mortality Table" means the 1983 Group Annuity
Mortality Table, with margin, blended 50% male and 50% female, or such other
mortality table as may be prescribed by the Commissioner of Internal Revenue.

         2.8      "Application for Benefits" means the method, prescribed by the
Administrator, by which an individual may request a distribution under the Plan.

         2.9      "Average Annual Compensation" means the annual average of a
Participant's Compensation during the three consecutive Plan Years that produce
the highest annual average. If a Participant has been employed for less than
three full Plan Years, the available full years shall be averaged, or if less
than one full year is available, the Participant's Compensation shall be
annualized.

         2.10     "Average Monthly Compensation" means one-twelfth of a
Participant's Average Annual Compensation.

         2.11     "Beneficiary" means any individual, trust, estate or other
recipient entitled to receive death benefits hereunder, on either a primary or a
contingent basis.

         2.12     "Board" means the board of directors of the Employer.

         2.13     (a)      "Break in Service" means the failure of an individual
to complete more than 500 Hours of Service during a Plan Year, unless such
failure is due to a Leave of Absence. An Employee who fails to return to
employment with the Employer at the expiration of a Leave of Absence shall be
deemed to have terminated employment as of the date on which such Leave of
Absence commenced.

                  (b)      If an Employee separates from service and is
subsequently reemployed, his prior Credited Service shall be reinstated as of
the date on which he became reemployed if:

                           (i)     he was vested in his Accrued Benefit as of
the date on which he separated from service; or

                           (ii)   the number of one-year Breaks in Service does
not equal or exceed five years.

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

         2.15     (a)      "Compensation" with any respect to any Participant
means such Participant's wages, salaries, fees for professional services and
other amounts received (without

                                      3

<PAGE>

regard to whether or not an amount is paid in cash) for services rendered in
the course of employment with the Employer maintaining the Plan to the extent
that the amounts are includible in gross income for a Plan Year.

                  (b)      Compensation shall exclude: (i) contributions made by
the Employer to a plan of deferred compensation to the extent that the
contributions are not includible in the gross income of the Participant for the
taxable year in which contributed, (ii) any distributions from a plan of
deferred compensation; (iii) amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or property) held by an
Employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture; (iv) amounts realized from the sale, exchange
or other distribution of stock acquired under a qualified stock option; and (v)
other non-taxable fringe benefits

                  (c)      The Compensation of a Participant taken into account
under the Plan shall not exceed $160,000, as adjusted under Section 401(a)(17)
of the Code. In the case of a Plan Year of less than 12 months, the dollar
limitation under this subsection shall be the amount determined by multiplying
the applicable amount described in the preceding sentence by a fraction, the
numerator of which is the number of months in the Plan Year and the denominator
of which is 12. In the case of a Participant who commences or ceases
participation in the Plan on a date other than the first or last day of the
Plan Year, no adjustment shall be made to the applicable dollar limitation.

         2.16     "Credited Service" means a Plan Year during which a
Participant is credited with at least 1,000 Hours of Service. In no event shall
a Participant be credited with more than one year of Credited Service for any
Plan Year nor shall a Participant be credited with Credited Service for any
Plan Year in which he fails to accumulate 1,000 Hours of Service except as
hereinafter provided in this section. If a Participant is credited with more
than 500 and less than 1,000 Hours of Service for a Plan Year because he either:

                  (a)      enters or, following a Break in Service, reenters
employment with the Employer after the first day of a Plan Year, or

                  (b)      terminates his employment or retires prior to the end
of a Plan Year,

he shall accrue a partial year of Credited Service for such Plan Year in the
ratio that his Hours of Service for such year bears to 1,000.

         2.17     "Eligible Employee" means an Employee of an Employer who is
not ineligible to participate in the Plan under Section 3.3. Notwithstanding
anything herein to the contrary, an individual who is not characterized or
treated as a common law employee by the Employer shall not be eligible to
participate in the Plan. In the event that such an individual is reclassified
as a common law employee, the individual shall be eligible to participate in
the Plan as of the later of the actual date of such reclassification or the
effective date of such reclassification (to the extent such individual
otherwise meets the requirements of Section 3.3).

                                      4

<PAGE>

         2.18     "Employee" means an individual who is a common law employee
of an Affiliated Employer. A Leased Employee shall not be treated as an
Employee

         2.19     "Employer" means Environmental Power Corporation, a
Massachusetts corporation, and any sole proprietorship, partnership or
corporation that succeeds to the business of and assumes the obligations of the
Employer.

         2.20     "Employment Commencement Date" means the first day on which an
individual is credited with an Hour of Service.

         2.21     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

         2.22     "Former Participant" means a Participant who has ceased to be
an Employee and for whom an amount continues to be held by the Trustee.

         2.23     "Highly Compensated Employee" means an individual who is a
common law employee of the Employer and who:

                  (a)      (i)    owns more than a 5% interest in an Affiliated
Employer at any time during the Plan Year or the preceding Plan Year; or

                           (ii)   received earnings from the Affiliated
Employers in excess of $80,000 during the preceding Plan Year.

                  (b)      For purposes of subsection (a):

                           (i)    In determining ownership, the constructive
ownership provisions of Section 318 of the Code shall be applied utilizing a 5%
test in lieu of the 50% test set forth in subparagraph (a)(2)(C) thereof.

                           (ii)   The term "earnings" means earnings as defined
in Section 5.3(a)(ii).

                           (iii)  The dollar limit referred to in subsection (a)
(ii) shall be adjusted in accordance with Regulations for increases in the cost
of living.

                  (c)      The determination of who is a Highly Compensated
Employee shall be made in accordance with Section 414(q) of the Code and
Regulations thereunder.

         2.24     (a)      "Hour of Service" means:

                           (i)    each hour for which an individual is
compensated, or entitled to be compensated, by the Employer for the performance
of duties;

                                      5

<PAGE>

                           (ii)   each hour for which an individual is
compensated, or entitled to be compensated, by the Employer for a period during
which no duties are performed by such individual (irrespective of whether the
employment relationship has terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military duty or Leave of
Absence, up to a maximum of 501 hours for any single continuous period during
which no duties are performed (whether or not such period falls within a single
Plan Year or other computation period). Hours shall not be credited for payment
to an individual from a plan required by workers' compensation, unemployment
compensation or disability insurance laws, nor shall hours be credited for
reimbursement of an individual for medical or medically related expenses;

                           (iii)  each hour for which back pay, irrespective of
mitigation of damages, has been awarded or agreed to by the Employer, provided
that, if such award or agreement of back pay is for reasons other than the
performance of duties, such hours shall be subject to the restrictions of
paragraph (ii), and hours credited under this paragraph shall be credited for
the period or periods to which the award or agreement pertains rather than to
the period in which the award, agreement or payment is made; and

                           (iv)   for purposes of determining whether a Break in
Service has occurred only, each hour to a maximum of 501 hours for any single
continuous period of absence, regardless of whether the individual is
compensated for such absence, if such absence occurs by reason of pregnancy of
the individual, birth of a child of the individual, adoption of a child by the
individual or the individual caring for a child for the period beginning
immediately following such birth or adoption, if such Hours of Service would
otherwise have been credited to such individual but for such absence. Hours of
Service credited under this paragraph shall be credited in the year in which
such absence commences or, if unnecessary to prevent a Break in Service in that
year, in the immediately following year. Hours of Service credited under this
paragraph shall only be credited to the individual upon receipt by the
Administrator of such timely information as may be reasonably required to
establish the existence and duration of such absence.

                  (b)      The same Hours of Service shall not be credited under
more than one of the paragraphs of subsection (a). All Hours of Service shall
be computed and credited to computation periods in accordance with Sections
2530.200b-2(b) and (c) of the Department of Labor regulations.

                  (c)      In determining whether an individual is credited with
a Year of Eligibility Service under of Article 3 or a Year of Service under
Article 8, Hours of Service shall be credited for the following:

                           (i)    the period during which such individual
performs services as a Leased Employee;

                           (ii)   the period during which such individual would
have been a Leased Employee but for the failure to satisfy the requirements of
subsection (a)(ii) of the definition herein of a "Leased Employee";

                                      6

<PAGE>

                           (iii)  the period during which such individual is a
common law employee of an Affiliated Employer other than the Employer; and

                           (iv)   the period during which such individual
performs services for the Employer as a common law employee in a classification
of such employees who are not eligible to participate in the Plan.

         2.25     "Late Retirement Date" means the first day of the month
coinciding with or next following the Retirement of a Participant who continues
to be an Employee after reaching Normal Retirement Date.

         2.26     (a)      "Leased Employee" means, subject to subsection (b),
an individual who performs services for an Affiliated Employer, other than as a
common law employee, if: (i) such services are provided pursuant to a written
or oral agreement between an Affiliated Employer and any other person; (ii) the
individual has performed during any consecutive 12-month period (A) at least
1,500 Hours of Service for the Affiliated Employers or (B) a number of Hours of
Service which is at least 501 and which is at least equal to 75% of the median
Hours of Service that are customarily performed by any employee of the
Affiliated Employers in the particular position in which such individual is
performing services; and (iii) such services are performed under primary
direction or control by the entity for which such services are provided.

                  (b)      An individual shall not be considered to be a Leased
Employee if: (i) such individual participates in a money purchase pension plan
providing: (A) a nonintegrated employer contribution at a rate not less than 10%
of the individual's Compensation, (B) immediate participation and (C) full and
immediate vesting; and (ii) Leased Employees, determined without regard to this
sentence, do not constitute more than 20% of the nonhighly compensated work
force of the Affiliated Employers.

         2.27     "Leave of Absence" means any extended absence from employment
that is due to (a) service in the Armed Forces of the United States if and for
such periods as the Employee's reemployment rights are guaranteed by law, (b)
temporary incapacity, or (c) other good cause which is authorized by the
Employer. Effective August 5, 1993, such term includes any absence or reduced
work schedule for a reason designated by the Employer as qualifying under the
Family and Medical Leave Act of 1993, if such Act applies to the Employer. An
Employee shall not be considered to have terminated employment with the
Employer during a Leave of Absence.

         2.28     "Normal Retirement Age" means the later of a Participant's
62nd birthday or the fifth anniversary of the date on which he became a
Participant.

         2.29     "Normal Retirement Date" means the first day of the month
coinciding with or next following a Participant's Normal Retirement Age.

         2.30     "Participant" means an Employee who has satisfied the
requirements of Article 3 for eligibility to participate in the Plan and who
has not separated from service with the Affiliated Employers.

                                      7

<PAGE>

         2.31     "Participating Employer" means (a) the Employer, and (b) any
other Affiliated Employer that has adopted the Plan in accordance with Section
15.2.

         2.32     "Plan" means the Environmental Power Corporation Retirement
Plan as set forth herein, together with any and all supplements, schedules and
amendments hereto that may be in effect.

         2.33     "Plan Year" means the 12-month period ending on December 31 of
each year.

         2.34     "PBGC Rate" means, when determining the lump sum value of a
benefit, the set of interest rates that would be used by the Pension Benefit
Guaranty Corporation to determine a lump sum value if the Plan terminated on the
first day of the Plan Year in which such benefit is distributed and there were
sufficient assets to provide guaranteed benefits.

         2.35     "Regulation" means any rule or regulation promulgated under
the Code by the Secretary of the Treasury or his delegate.

         2.36     "Retirement" means separation from service with the Affiliated
Employers as a result of which a Participant is entitled to receive a benefit
under Article 6.

         2.37     "Retired Participant" means a Participant who separates from
service with the Affiliated Employers on or after attaining Normal Retirement
Age.

         2.38     "Social Security Retirement Age" means a Participant's
retirement age under Section 216(l) of the Social Security Act determined
without regard to the age increase factor under such section as if the early
retirement age under paragraph (2) thereof were 62.

         2.39     "Totally and Permanently Disabled" means suffering from a
physical or mental condition which, in the opinion of a licensed physician
selected by the Administrator, may be expected to result in death or to be of
continued duration of not less than 12 months, and which renders a Participant
incapable of engaging in any substantial gainful employment.

         2.40     "Trust" means the trust created by the Trust Agreement.

         2.41     "Trust Agreement" means the agreement between the Employer and
the Trustee relating to the Plan, together with any and all supplements and
amendments thereto that may be in effect.

         2.42     "Trust Fund" means all the assets held by the Trustee under
the Trust Agreement.

         2.43     "Trustee" means the person or persons who may from time to
time be acting as trustee or trustees under the Trust Agreement.

                                      8

<PAGE>

         2.44     "Year of Eligibility Service" means the 12-month period
commencing on an Employee's Employment Commencement Date during which the
Employee is credited with at least 1,000 Hours of Service. In the case of an
Employee who does not complete 1,000 Hours of Service during such 12-month
period, Year of Eligibility Service means a Plan Year beginning after the
Employee's Employment Commencement Date during which the Employee is credited
with at least 1,000 Hours of Service.

         2.45     "Year of Service" means a Plan Year during which an individual
is credited with at least 1,000 Hours of Service.

                                    ARTICLE 3
                                    ---------

                     Eligibility to Participate in the Plan
                     --------------------------------------

         3.1      Requirements to Become a Participant. (a) Subject to Section
                  ------------------------------------
3.3, each Eligible Employee shall become a Participant on the January 1 or July
1 coinciding with or next following the date on which he has completed one Year
of Eligibility Service and attained age 21.

                  (b)      An Employee who incurs a Break in Service prior to
becoming eligible to participate shall be considered a new Employee for purposes
of this section.

         3.2      Eligibility Following a Termination or Transfer of Employment.
                  -------------------------------------------------------------
An Employee who has become a Participant in accordance with Section 3.1, ceased
to be an Employee and subsequently returned to employment shall again become a
Participant, subject to Section 3.3, as of the date on which he completes an
Hour of Service following his return to employment.

         3.3      Eligible Classification. Notwithstanding the foregoing
                  -----------------------
provisions of this Article 3, an Employee shall not be an Eligible Employee if
the Employee is a member of a classification of Employees that the Employer has
designated as not eligible to participate in the Plan. The Employer may at any
time and from time to time remove any one or more Employees or any group(s) or
class(es) of them from eligibility to participate in this Plan, but no such
removal shall reduce the Accrued Benefit of any Participant.

         3.4.     Determination of Eligibility by Administrator. The
                  ---------------------------------------------
determination of an Employee's eligibility to participate in the Plan shall be
made by the Administrator from the records of the Affiliated Employers and the
Administrator's determination shall be conclusive and binding upon all persons.

                                    ARTICLE 4
                                    ---------

                       Retirement and Disability Benefits
                       ----------------------------------

         4.1      Normal Retirement. Upon attaining his or her Normal Retirement
                  -----------------
Age, a Participant shall be 100% vested in his Accrued Benefit. A Participant
who retires on his or her Normal Retirement Date shall be entitled to receive a
monthly retirement benefit, commencing as

                                      9

<PAGE>

of his Normal Retirement Date and continuing for his remaining lifetime equal
to the product of (a) and (b), where:

                           (a)    is 55% of his Average Monthly Compensation,
and

                           (b)    is a fraction, the numerator of which is the
number of years of Credited Service that the Participant has performed as of
the date of the determination and the denominator of which is 20. For this
purpose, the maximum number of years of Credited Service taken into account
shall be 20.

         4.2      Disability Retirement. (a) A Participant who becomes Totally
                  ---------------------
and Permanently Disabled prior to Normal Retirement Age shall be deemed to have
retired as of the date on which the disability commences. The benefit payable
to a Participant who retires under this section shall be a monthly benefit
which is the Actuarial Equivalent of such Participant's Accrued Benefit.

                  (b)      The benefit payable under subsection (a) shall
commence as of the first day of the month in which the Participant begins
receiving benefits under the Social Security Act and shall cease with the
payment due for the month preceding the earliest of:

                           (i)    the date as of which the Participant is found
not to be permanently and totally disabled under the Social Security Act;

                           (ii)   the date of death of the Participant; or

                           (iii)  the Participant's Normal Retirement Date.

                  (c)      If payment of a monthly benefit under subsection (a)
ceases by reason of the Participant's attaining Normal Retirement Date, payment
of a retirement benefit under Section 4.1 shall commence in accordance with
Article 6.

                  (d)      If payment of a Participant's monthly benefit ceases
as a result of the Disabled Participant's death, any death benefit payable to
the Disabled Participant's surviving spouse shall be determined under Article 7.

         4.3      Deferred Retirement Benefit; Suspension of Benefits. (a)
                  ---------------------------------------------------
Except as provided in Section 6.1(b), if a Participant continues in the service
of the Employer after attaining Normal Retirement Date, payment of retirement
benefits shall be suspended in accordance with subsection (b) and shall not
commence until the Participant becomes a Retired Participant.

                  (b)      The Plan Administrator shall notify each Participant
described in subsection (a) who is credited with at least 40 Hours of Service
during a calendar month that his or her benefits have been suspended in
accordance with Department of Labor regulations Section 2530.203-3. Such
notification shall be given in writing by personal delivery or first class mail
during the first month or payroll period in which benefits are not paid; shall
describe the reasons for the suspension, the Plan provision requiring the
suspension and the Plan's procedure for

                                      10

<PAGE>

providing a review of the decision to suspend benefits; and shall include a
copy of this section and a statement that applicable Department of Labor
regulations may be found at Section 2530.203-3 of the Code of Federal
Regulations.

                  (c)      If the notice required by subsection (b) is not
provided to a Participant described in subsection (a) or if such a Participant
is credited with less than 40 Hours of Service during a calendar month, the
retirement benefit payable to the Participant determined as of the Annuity
Starting Date shall be the greater of (i) the Participant's Accrued Benefit as
of the date on which the Participant actually retired based on Average Monthly
Compensation and Credited Service as of such date, or (ii) the Actuarial
Equivalent, reflecting the deferred payment, of the Participant's Accrued
Benefit determined as of Normal Retirement Date.

                  (d)      In the case of a Participant described in subsection
(a) whose benefits have been suspended under subsection (b), the benefit
payable as of the Annuity Starting Date shall be such Participant's Accrued
Benefit determined as of such date.

         4.4      Adjustments After Required Beginning Date. A Participant's
                  -----------------------------------------
Accrued Benefit shall be actuarially increased to take into account the period
after age 70 1/2 in which the Employee does not receive any benefits under the
Plan. The actuarial increase begins on the April 1 following the calendar year
in which the Employee attains age 70 1/2, and ends on the date on which
benefits commence after retirement in an amount sufficient to satisfy Section
401(a)(9) of the Code. The amount of actuarial increase payable as of the end
of the period for actuarial increases must be no less than the Actuarial
Equivalent of the Employee's retirement benefits that would have been payable
as of the date on which the actuarial increase must commence plus the Actuarial
Equivalent of additional benefits accrued after that date. The actuarial
increase is generally the same as, and not in addition to, the actuarial
increase required for that same period under Section 411 of the Code to reflect
the delay in payments after normal retirement, except that the actuarial
increase required under Section 401(a)(9)(C) of the Code must be provided even
during the period during which an employee is in Section 203(a)(3)(B) service.
For purposes of Section 411(b)(1)(H) of the Code, the actuarial increase will
be treated as an adjustment attributable to the delay in distribution of
benefits after the attainment of normal retirement age. To the extent permitted
under Section 411(b)(1)(H) of the Code, the actuarial increase required under
Section 401(a)(9)(c)(iii) of the Code may reduce the benefit accrual otherwise
required under Section 4.3(c), except that the rules on the suspension of
benefits are not applicable.

         4.5      Reemployment of Retired Participant. (a) If a Retired
                  -----------------------------------
Participant who is receiving monthly benefits becomes an Employee, he or she
shall continue to receive monthly benefit payments and shall become a
Participant upon completion of an Hour of Service.

                  (b)      The benefit payable to a Participant described in
subsection (a) shall be adjusted as of the end of each Plan Year following his
or her reemployment (the "benefit adjustment date"). The adjusted monthly
benefit shall be paid in the form of payment already in effect for the
Participant, beginning with the first monthly payment due after the benefit
adjustment date or, if later, the Participant's Normal Retirement Date. The
amount of the adjusted monthly benefit shall be the Participant's Accrued
Benefit, based upon his or her

                                      11

<PAGE>

Average Monthly Compensation and Credited Service determined as of the benefit
adjustment date, reduced by the amount determined under subsection (c).

                  (c)      To determine the amount of a Participant's adjusted
monthly benefit, the amount determined under subsection (b) shall be reduced by
the Actuarial Equivalent of all distributions made to the Participant by the
benefit adjustment date as to which the Plan could (without regard to Code
Section 401(a)(9) and the Regulations thereunder) have suspended payment under
Section 4.4. No reduction under this subsection shall have the effect of
reducing the monthly benefit payable to the Participant below the monthly
benefit in effect as of the last day of the Plan Year preceding the benefit
adjustment date.

         4.6      Effect of Break in Service. (a) Except as otherwise provided
                  --------------------------
in Section 4.7(b), in the case of a Participant who incurs a Break in Service,
Years of Service shall include periods of service before the Break in Service
only if (i) the Participant had a vested benefit before the Break in Service,
or (ii) the number of consecutive Breaks in Service is less than either five or
the Participant's aggregate Years of Service before such Breaks in Service.

                  (b)      Any Year of Service that is not credited under this
Plan shall not be taken into account for purposes of subsection (a).

         4.7      Effect of Prior Distribution; Repayment of Distribution. (a)
                  -------------------------------------------------------
Subject to subsection (b), if a Participant separates from, and then returns to,
service with the Employer, any benefits to which such Participant becomes
entitled shall be reduced by the Actuarial Equivalent of any benefits previously
distributed.

                  (b)      If an individual has received a lump sum payment
under Article 6 or Article 8 that is less than the present value of his or her
Accrued Benefit and is again employed by the Employer in a classification of
employees eligible to participate in the Plan, he or she shall be entitled,
during the period commencing on the date of reemployment and ending on the
earlier of the fifth anniversary of such date or the occurrence of five
consecutive Breaks in Service commencing after the lump sum payment, to
recontribute to the Trust Fund the full amount of the lump sum payment. A
Participant who recontributes an amount under this subsection shall pay
interest, compounded annually, at the rate determined under Section
411(c)(2)(C) of the Code from the date on which the lump sum payment is
received until repayment is made. Any amount recontributed and the interest
paid thereon shall not be considered an annual addition for purposes of Article
5. All of a Participant's Credited Service shall be aggregated for purposes of
the Plan upon a payment to the Trustee in accordance with this subsection. In
the event a Participant does not make a payment under this subsection, any
Credited Service prior to the Break in Service shall be disregarded when
determining such Participant's Accrued Benefit.

         4.8      No Duplication of Benefits. No Participant shall be entitled
                  --------------------------
to a benefit under this Plan based upon any period of service with respect to
which he is receiving benefits under any other defined benefit pension plan to
which the Employer or an Affiliated Employer contributes on his behalf.

                                      12

<PAGE>

                                    ARTICLE 5
                                    ---------

                             Limitations on Benefits
                             -----------------------

         5.1      Definitions. The following definitions shall apply for
                  -----------
purposes of this Article 5:

                  (a)      (i)    "Annual additions" means, with respect to a
Participant for each limitation year, the sum of:

                                  (A)    The contributions by the Employer or an
                  Affiliated Employer to any qualified defined contribution
                  plan;

                                  (B)    any forfeitures allocated to a
                  Participant under such a plan;

                                  (C)    any contribution to such a plan by the
                  Participant; and

                                  (D)    any contribution by an Affiliated
                  Employer allocated to an individual medical account, as
                  defined in Section 415(l)(2) of the Code, established for a
                  Participant under any pension or annuity plan, and, in the
                  case of an individual who is or was at any time a key
                  employee, as defined in Section 416(i) of the Code, any
                  contribution by an Affiliated Employer paid or accrued to a
                  separate account in a funded welfare benefit plan, as defined
                  in Section 419(e) of the Code, established for the purpose of
                  providing post-retirement medical benefits.

                           (ii)   The term "annual additions" shall not include
any investment earnings allocable to a Participant, amounts recontributed to
this Plan or any rollover contribution (including amounts received by a trustee
of a plan of an Affiliated Employer in a direct transfer from another qualified
plan).

                  (b)      "Earnings" means wages, as defined in Section 3401(a)
of the Code, and other compensation received by a Participant during a
limitation year that are reported in Box 1 on IRS Form W-2 (Wage and Tax
Statement) for the calendar year in which such limitation year ends. Earnings
shall be determined without regard to any rules under Section 3401(a) of the
Code that limit the remuneration included in wages on the basis of the nature
or location of the employment or the services performed. For limitation years
beginning after 1997, earnings shall also include elective amounts that are not
includible in the gross income of the Participant under Section 125, 402(e)(3),
402(h), 403(b) or, effective for limitation years beginning after 2000,
132(f)(4) of the Code.

                  (c)      "Excess amount" means the amount allocated or
credited to a Participant in excess of the limits applicable under Section 5.2
or 5.3.

                  (d)      "Limitation year" means the Plan Year.

                                      13

<PAGE>

                  (e)      "Projected annual retirement benefit" means the
annual benefit to which a Participant would be entitled under any qualified
defined benefit retirement plan maintained by the Affiliated Employers, based
on the assumptions that employment continues until normal retirement age, that
earnings continue until normal retirement age at the same rate as in effect in
the plan's limitation year under consideration, and that all other relevant
factors used to determine benefits under the plan as of the current limitation
year of such plan remain constant for al such limitation years.

         5.2      Maximum Annual Retirement Benefit.
                  ---------------------------------

                  (a)      (i)    The maximum annual retirement benefit payable
to any Participant for any limitation year under this Plan and any other
qualified defined benefit retirement plan maintained by the Affiliated
Employers, shall not exceed the lesser of:

                                  (A)    100% of the Participant's average
                  earnings for the three consecutive highest paid years, or

                                  (B)    $90,000, adjusted in accordance with
                  Section 5.4.

                           (ii)   If the annual retirement benefit is not paid
in the form of a single life annuity or qualified joint and survivor annuity
(as defined in Section 417(b) of the Code), the interest rate used to determine
an Actuarial Equivalent of the limitation set forth in paragraph (i) shall be
the greater of the rate set forth in Section 2.2(a) or 5%.

                  (b)      (i)    If a Participant has less than 10 years of
participation in the Plan, the limitation set forth in subsection (a)(i)(B)
shall be reduced by multiplying such limitation by a fraction, the numerator of
which is the number of years of participation in the Plan and the denominator of
which is 10.

                           (ii)   If a Participant has less than 10 years of
employment with the Employer, the limitations set forth in subsection (a)(i)(A)
and subsection (c) shall be reduced by multiplying such limitations by a
fraction, the numerator which is the number of years of such employment and the
denominator of which is 10.

                  (c)      In the case of a Participant who has not participated
in any qualified defined contribution retirement plan maintained by any
Affiliated Employer (including an individual medical account or funded welfare
benefit plan), this Plan, in conjunction with all other qualified defined
benefit retirement plans of the Employer, may pay annual retirement benefits
that exceed 100% of the average compensation of such Participant, provided such
annual retirement benefits do not exceed $10,000 for the current Plan Year and
for all prior Plan Years.

                  (d)      If payment of an annual retirement benefit begins
 before Social Security Retirement Age, the dollar limitation set forth in
subsection (a)(i)(B) (as adjusted under Section 5.4(a)) shall be reduced to the
Actuarial Equivalent, determined in accordance with subsection (f), of such
dollar limitation at Social Security Retirement Age.

                                      14

<PAGE>

                  (e)      If payment of an annual retirement benefit begins
after a Participant reaches Social Security Retirement Age, the dollar
limitation set forth in subsection (a)(i)(B) (as adjusted under Section 5.4(a))
shall be increased to the Actuarial Equivalent of an annual benefit commencing
at Social Security Retirement Age equal to such dollar limitation. Actuarial
equivalence shall be determined in accordance with subsection (f).

                  (f)      (i)    For purposes of the adjustment required by
subsection (e), the Actuarial Equivalent dollar limit shall be the lesser of
the amount determined under Section 2.2(a) or the amount determined by
substituting an interest rate assumption of 5% for the interest rate assumption
in Section 2.2(a).

                           (ii)   For purposes of the adjustment required by
subsection (d), the dollar limit shall be reduced until age 62 by using the
factors that reduce old-age insurance benefits under the Social Security Act
and, if benefits begin before age 62, such limit shall be further reduced to
the Actuarial Equivalent of the limit at age 62. The Actuarial Equivalent of
the dollar limit at age 62 shall be the lesser of the amount determined under
Section 2.2(a) or the amount determined by substituting an interest rate
assumption of 5% for the interest rate assumption in Section 2.2(a).

         5.3      Combined Plan Limitation. (a) This section shall not apply
                  ------------------------
after December 31, 1999.

                  (b)      In the case of a Participant who is or has at any
time been covered by a qualified defined contribution retirement plan
maintained by an Affiliated Employer, the sum of the defined contribution
fraction described in subsection (b) and the defined benefit fraction described
in subsection (c) shall not exceed 1.0.

                  (c)      (i)    the defined contribution fraction is a
fraction:

                                  (A)    the numerator of which is the sum of
                  the annual additions for the current and all prior limitation
                  years, determined with respect to each such year under the
                  rules governing the crediting of annual additions for such
                  year and computed as of the end of such year:

                                         (1)    credited to the Participant
                                  under any qualified defined contribution
                                  retirement plan of an Affiliated Employer,
                                  whether or not terminated,

                                         (2)    attributable to nondeductible
                                  employee contributions to any defined benefit
                                  retirement plan of an Affiliated Employer,
                                  whether or not terminated,

                                         (3)    attributable to any welfare
                                  benefit plan, as defined in Section 419(e) of
                                  the Code, of an Affiliated Employer, and

                                      15

<PAGE>

                                         (4)    attributable to any individual
                                  medical account, as defined in Section 415(1)
                                  (2) of the Code, maintained by an Affiliated
                                  Employer; and

                                  (B)    the denominator of which is the sum of
                  the lesser of the following amounts, computed for each
                  limitation year as of the end of such year and including
                  limitation years when the individual was not a Participant as
                  a result of ineligibility to participate or because the
                  Employer did not maintain a defined contribution plan:

                                         (1)    125% of the defined contribution
                                  dollar limitation in effect for such
                                  limitation year, or

                                         (2)    35% of the Participant's
                                  earnings for the limitation year.

                  (d)      (i)    Subject to paragraph (ii), the defined benefit
fraction is a fraction:

                                  (A)    the numerator of which is the sum of
                  the Participant's projected annual retirement benefits under
                  each qualified defined benefit retirement plan of the
                  Affiliated Employers, whether or not terminated, determined
                  as of the end of the limitation year; and

                                  (B)    the denominator of which is the lesser
                  of:

                                         (1)    125% of $90,000 (or, in the case
                                  of benefits commencing before or after the
                                  Social Security Retirement Age, the
                                  Actuarial Equivalent of such amount), as
                                  adjusted under Section 5.4(a), or

                                         (2)    140% of the Participant's
                                  average earnings for the highest three
                                  consecutive limitation years, as adjusted
                                  under Section 5.4(b).

                           (ii)   If a Participant was a participant as of the
first day of the first limitation year beginning after 1986 in any qualified
defined benefit retirement plan of an Affiliated Employer that was in effect on
May 6, 1986, the denominator of the defined benefit fraction shall not be less
than 125% of such Participant's minimum accrued benefit.

                  (e)      If a Participant is, or has ever been, covered under
more than one defined benefit plans maintained by the Employer, the sum of the
Participant's annual benefits from all such plans can not exceed the maximum
permissible amount. Benefits shall be reduced under any other defined benefit
plan before under this Plan unless such plans are terminated, in which event
benefits shall be limited in this Plan.

                                      16

<PAGE>

                  (f)      If the Employer maintains, or at any time maintained,
one or more qualified defined contribution plans, welfare benefit funds, as
defined in Code Section 419(e), or individual medical accounts, as defined in
Code Section 415(1)(2) which provides an annual addition covering any
Participant in this Plan, the sum of the Participant's defined contribution
fraction and defined benefit fraction shall not exceed 1.0 in any limitation
year. If the limitations of Code Section 415(e) become applicable, benefits
under a defined contribution plan are first provided.

         5.4      Cost of Living Adjustment. (a) The dollar limitation referred
                  -------------------------
to in Section 5.2(a)(i)(B) shall be adjusted in accordance with Regulations for
increases in the cost of living.

                  (b)      In the case of a Participant who has separated from
service with the Employer, the amount of average earnings described in Sections
5.2(a)(i)(A) and 5.3(d)(i)(B)(2) shall be adjusted annually by multiplying such
amount by a fraction with a numerator equal to the adjusted dollar limitation
described in Section 5.2(a)(i)(B) for the limitation year for which such
adjustment is being made, and a denominator equal to the adjusted dollar
limitation in effect for the year in which such separation from service
occurred.

                  (c)      If an Affiliated Employer maintains a qualified
defined benefit retirement plan providing any post-retirement ancillary
benefits (other than a qualified joint and survivor annuity with the
Participant's spouse), the denominator referred to in Section 5.3(d)(i)(B)
shall be adjusted in accordance with Regulations.

         5.5      Special Limitation for 25 Highest-Paid Employees. (a) Subject
                  -------------------------------------------------
to subsection (b), the annual benefit payments made to any individual who is
one of the 25 most highly compensated active and former Highly Compensated
Employees shall not exceed the sum of: (i) the payments that would be made to
such individual under a straight life annuity that is the Actuarial Equivalent
of the individual's Accrued Benefit and all other benefits, other than a Social
Security supplement, payable to the individual under the Plan, and (ii) the
annual amount payable to the individual under a Social Security supplement.

                  (b)      Subsection (a) shall not apply with respect to an
individual described in such subsection if: (i) after payment of all benefits
due to such individual under the Plan, the value of the Trust Fund would equal
or exceed 110% of the value of the current liabilities, as defined in Code
Section 412(1)(7), of the Plan; (ii) the lump sum Actuarial Equivalent of the
benefits payable to such individual under the Plan is less than 1% of the value
of such current liabilities; or (iii) the lump sum Actuarial Equivalent of all
benefits payable to such individual under the Plan does not exceed $5,000.

                  (c)      (i)    The benefit of a Participant that is
restricted by subsection (a) may be distributed in full to such Participant if,
before receipt of the restricted amount, the Participant enters into a written
agreement with the Administrator to secure repayment to the Plan of the
restricted amount. The "restricted amount" is the excess of the amounts to be
distributed to the Participant (accumulated with reasonable interest) over the
amounts that could have been distributed to the Participant under the straight
life annuity described in subsection (a)

                                      17

<PAGE>

(accumulated with reasonable interest). The Participant may secure repayment of
the restricted amount by: (A) entering into an agreement for the deposit in
escrow with an acceptable depositary of property having a fair market value
equal to at least 125% of the restricted amount, (B) providing a bank letter of
credit in an amount not less than the restricted amount, or (C) posting a bond,
furnished by an insurance company, bonding company or other surety for federal
bonds, in an amount not less than the restricted amount.

                           (ii)   An escrow agreement described in paragraph
(i)(A) may permit the Participant to withdraw amounts in excess of 125% of the
restricted amount provided that, if the market value of the property held under
such arrangement falls below 100% of the remaining restricted amount, the
Participant is required to deposit additional property to increase the value of
the property held by the depositary to not less than 125% of the remaining
restricted amount. Such an escrow agreement may provide that, subject to the
Participant's obligation under the preceding sentence, the Participant shall
have the right to receive any income from the property placed in escrow.

                           (iii)  A surety or bank may release any liability in
excess of the remaining restricted amount under a bond or letter of credit
described in paragraph (i)(B) or (C).

                           (iv)   If the Administrator certifies to the
depositary, surety or bank that the Participant (or the Participant's estate)
is no longer required to repay the restricted amount, a depositary may
redeliver to the Participant (or the Participant's estate) any property held
under an escrow agreement, and a surety or bank may release any liability on a
Participant's bond or letter of credit.

                  (d)      For purposes of this section, the term "benefit"
includes loans in excess of the limit set forth in Code Section 72(p)(2)(A);
any periodic income; any withdrawal values payable to a living employee; and
any death benefits not provided for by insurance on the employee's life.

                                    ARTICLE 6
                                    ---------

                         Payment of Retirement Benefits
                         ------------------------------

         6.1      Commencement of Benefits.
                  ------------------------

                  (a)      Application for Benefits. Except as provided in
                           ------------------------
subsection (b) and Sections 6.2(a), 7.5 and 8.5(a), payment of benefits under
the Plan shall commence as soon as practicable after approval of an Application
for Benefits but in no event later than 60 days after the last day of the Plan
Year in which occurs the latest of (i) Normal Retirement Date, (ii) separation
from service with the Affiliated Employers, or (iii) the tenth anniversary of
the date on which the Participant commenced participation in the Plan.

                  (b)      Required Beginning Date.
                           -----------------------

                                      18

<PAGE>

                           (i)    Except as otherwise provided in paragraph
(ii) or (iii), payment of benefits hereunder shall commence no later than the
April 1 next following the later of the calendar year in which an individual
attains age 70-1/2 or the calendar year in which the individual separates from
service with the Affiliated Employers.

                           (ii)   Payment of benefits to an Employee who (A) is
not a 5-percent owner and (B) attains age 70-1/2 before 2002 shall commence no
later than the April 1 next following the calendar year in which the Employee
attains age 70-1/2, unless the Employee elects to defer the commencement of
benefit payments until separation from service with the Affiliated Employers.
In the event of such an election, payment of benefits shall commence no later
than April 1 of the calendar year following the calendar year in which the
Employee separates from service with the Affiliated Employers.

                           (iii)  Paragraph (i) shall not apply to an Employee
who is a 5-percent owner. Payment of benefits to such an Employee shall
commence no later than April 1 of the calendar year following the calendar year
in which the Employee attains age 70-1/2.

                           (iv)   For purposes of this subsection, `5-percent
owner' means an individual who, at any time during the Plan Year ending in the
calendar year in which the individual attains age 70-1/2 or during any of the
four preceding Plan Years, is described in Section 16.1(e)(i)(C).

         6.2      Automatic Forms of Payment.
                  --------------------------

                  (a)      Cashout of $5,000 or Less. Notwithstanding any other
                           -------------------------
provision of this Article, if the Actuarial Equivalent lump sum value of an
individual's Accrued Benefit does not exceed $5,000 the Administrator shall
direct the Trustee to distribute such benefit in an Actuarial Equivalent lump
sum payment without the consent of the Participant (or the Participant's spouse,
if any) as soon as practicable following the last day of the Plan Year in which
the date on which such individual becomes a Retired Participant. If such value
exceeds $5,000 at the time of any distribution under the Plan, the value of the
benefit shall be deemed to exceed $5,000 at all times thereafter.

                  (b)      Married Participants. Unless an election under
                           --------------------
Section 6.3 is in effect, the Accrued Benefit of a Participant who is married
during the twelve-consecutive month period ending on the Annuity Starting Date
shall be paid in the form of an Actuarial Equivalent joint and survivor annuity
with level monthly payments for the life of the Participant and, upon his or
her death after the commencement of benefit payments, monthly payments equal to
50% of the Participant's monthly benefit continuing to his or her spouse for
life if he or she survives the Participant.

                  (c)      Unmarried Participants. Unless an election under
                           ----------------------
Section 6.3 is in effect, the Accrued Benefit of an unmarried Participant shall
be paid in the form of level monthly payments for the life of the Participant
with such payments ceasing upon his or her death

                                      19

<PAGE>

         6.3      Waiver of Automatic Annuity Form. (a) A Participant may elect
                  --------------------------------
to waive the automatic joint and survivor annuity or life annuity. Such
election must be made in writing during the period beginning upon receipt of
the written explanation described in Section 6.4 and ending on the Annuity
Starting Date, and may be revoked in writing at any time during such period.

                  (b)      Consent of Spouse Required. A married Participant's
                           --------------------------
waiver of the automatic joint and survivor annuity must include the written
consent of the individual who is the Participant's spouse on the Annuity
Starting Date. The spouse's consent must specifically acknowledge any
designated Beneficiary, the effect of such election and the form of payment
elected, and must be witnessed by a Plan representative or a notary public. A
change in the designated Beneficiary made subsequent to a spousal consent shall
be deemed to be a revocation of the Participant's election to waive the joint
and survivor annuity. Any subsequent election to waive the joint and survivor
annuity must comply with the requirements of this subsection.

                  (c)      When Consent Not Needed. The consent of the
                           -----------------------
Participant's spouse shall not be required if it is established to the
satisfaction of the Administrator that it cannot be obtained because there is
no spouse or the spouse cannot be located, or under such other circumstances as
may be prescribed by Regulations.

         6.4      Explanation of Automatic Annuity Form.
                  -------------------------------------

                  (a)      Subject to subsection (b), not less than 30 days and
not more than 90 days before the Annuity Starting Date, the Administrator shall
provide each Participant with a written explanation of:

                           (i)    the terms and conditions of the automatic
joint and survivor annuity or, in the case of an unmarried Participant, life
annuity;

                           (ii)   the Participant's right to waive the joint and
survivor annuity or the life annuity and the effect of a waiver;

                           (iii)    a description of the material features and
relative values of the optional forms of payment available under the Plan;

                           (iv)   the requirements that the Participant's spouse
consent to any waiver of the automatic joint and survivor annuity and that the
spouse's consent specifically acknowledge the effect of such waiver, any
designated Beneficiary and the form of payment elected; and

                           (v)    the Participant's right to revoke the waiver
and the effect of such revocation.

                  (b)      Payments of benefits may commence less than 30 days
(but not less than 8 days) after an individual's receipt of the information
required by subsection (a) if:

                                      20

<PAGE>

                           (i)    the Participant has been provided with
information that clearly indicates that the Participant has at least 30 days to
consider whether to waive the joint and survivor annuity and elect (with
spousal consent) a form of distribution other than a joint and survivor annuity;

                           (ii)   the Participant is permitted to revoke any
affirmative distribution election at least until the Annuity Starting Date, or
if later, at any time prior to the expiration of the 8-day period beginning on
the date on which the explanation of the joint and survivor annuity is provided
to the Participant; and

                           (iii)  the Annuity Starting Date is a date after the
date on which the written explanation was provided to the Participant.

                  (c)      If an individual's Annuity Starting Date will occur
more than 90 days after the date on which such individual received the
information required by subsection (a), except as otherwise permitted by
Regulations, the Administrator shall again furnish such individual with the
written information required by subsection (a) so that such information is
received no more than 90 days before the Annuity Starting Date.

                  (d)      Within 30 days of the receipt of a timely written
request from an individual who has received the information described in
subsection (a), but not more frequently than once during any Plan Year, the
Administrator shall provide such individual with a written explanation of the
financial effect on such individual's benefits of any election under this
section.

         6.5      Optional Forms of Payment. Subject to Section 6.2, a
                  -------------------------
Participant may, by filing an Application for Benefits, elect to have the
Actuarial Equivalent of his or her Accrued Benefit paid under one of the
following options:

                  (a)      Contingent annuitant option - level monthly payments
                           ---------------------------
for the life of the Participant with, upon his or her death after the
commencement of benefit payments, payments (at the same rate as that paid to
the Participant or, if the Participant so elects, 50% or 100% of such rate)
continuing to the contingent annuitant for life if he or she survives the
Participant. A Participant's election of the contingent annuitant option shall
not take effect if the Participant or the contingent annuitant dies before the
Annuity Starting Date:

                  (b)      Life annuity option - level monthly payments for the
                           -------------------
life of the Participant with such payments ceasing upon his or her death; and

                  (c)      Lump sum payment - a single lump sum payment that is
                           ----------------
the Actuarial Equivalent of the Participant's Accrued Benefit.

         6.6      Code Section 401(a)(9) Requirements. (a) Distributions under
                  -----------------------------------
the Plan shall be made in accordance with Section 401(a)(9) of the Code and
Regulations thereunder, including the minimum distribution incidental benefit
requirement of Section 1.401(a)(9)-2 thereof. Notwithstanding any other
provision of the Plan, with respect to distributions under the Plan

                                      21

<PAGE>

made for calendar years after 2000, the Plan shall apply the minimum
distribution requirements of Section 401(a)(9) of the Code in accordance with
the Regulations under said section proposed on January 17, 2001. The preceding
sentence shall apply to calendar years beginning before the effective date of
final Regulations under Section 401(a)(9) of the Code or until such other date
as may be specified by the Internal Revenue Service.

                  (b)      If a person other than the Participant's spouse is a
contingent annuitant, the periodic annuity payment to the survivor of the
Participant must not exceed the applicable percentage of the annuity payment for
such period payable to the Participant under the applicable table contained in
Section 1.401(a)(9)-2 of the Regulations under the Code. In addition,
notwithstanding any other provision in the Plan, no payment option shall be
permitted if it causes a Participant's benefit to be paid over a period of time
extending beyond the Participant's life expectancy (or the joint life
expectancies of the Participant and contingent annuitant as of the time payments
commence, without any recalculation of life expectancies thereafter), and the
Plan provisions shall be applied consistent with the Regulations issued under
Code Section 401(a)(9).

         6.7      No Decrease in Benefit.  After benefit payments have begun,
                  ----------------------
they shall not be reduced because of an increase in Social Security benefit
levels or in the Social Security wage base.

         6.8      Use of Term "Participant". For purposes of this Article, the
                  -------------------------
term "Participant" includes a Former Participant.

                                    ARTICLE 7
                                    ---------

                                 Death Benefits
                                 --------------

         7.1      Pre-retirement Survivor Annuity. (a) Subject to Section 7.5
                  -------------------------------
and the following subsections of this section, the surviving spouse of a vested
Participant who was legally married to such spouse for the twelve-month period
preceding the date of his death and dies before his Annuity Starting Date shall
receive a death benefit in the form of the preretirement survivor annuity
described in subsection (b).

                  (b)      (i)    The preretirement survivor annuity payable
under subsection (a) is a monthly pension benefit for the life of the surviving
spouse equal to:

                                  (A)    In the case of a vested Participant who
                  dies after the earliest date on which retirement benefits
                  could have been paid under Article IV, 50% of the
                  Participant's Accrued Benefit calculated as if the Participant
                  had retired on the day before death and had elected to have
                  vested benefits paid in the form of an Actuarial Equivalent
                  50% joint and survivor annuity under Section 6.2(b).

                                  (B)    In the case of a vested Participant who
                  dies on or before the earliest date on which retirement
                  benefits could have been paid under Article IV, 50% of the
                  Participant's Accrued Benefit calculated as if the Participant
                  had

                                      22

<PAGE>

                  separated from service on the date of death, had survived
                  to the earliest date on which retirement benefits could have
                  been paid, had commenced receiving vested benefits on that
                  date in the form of an Actuarial Equivalent 50% joint and
                  survivor annuity in accordance with Section 6.2(b), and had
                  died on the day following the date on which benefits
                  commenced.

                           (ii)   The surviving spouse shall be entitled to
commence payment of the preretirement survivor annuity described in paragraph
(i)(A) as of the later of: (A) first day of the month following the
Participant's death, or (B) the first day of the month in which the Participant
would have been eligible to commence benefit payments. Notwithstanding the
foregoing, no benefits shall commence prior to the Participant's Normal
Retirement Date without the consent of the spouse.

                  (c)      (i)    With spousal consent as provided in this
paragraph, a Participant may elect in writing to waive the preretirement
survivor annuity. Any such election shall be made by the Participant and
contain the consent of the Participant's spouse. The spouse's written consent
must be witnessed by a Plan representative or a notary public, and specifically
acknowledge the effect of such election and any other designated Beneficiary.
No consent shall be required if it is established to the satisfaction of the
Plan Administrator that such consent cannot be obtained because there is no
spouse or the spouse cannot be located, or under such other circumstances as
may be prescribed by Regulations.

                           (ii)   An election under this subsection must be made
during the period beginning on the first day of the Plan Year in which the
Participant attains age 35 or, if later, the date on which the individual
becomes a Participant, and ending on the earlier of the Participant's Annuity
Starting Date or the date of the Participant's death. If a Participant
separates from service with the Employer before the beginning of such election
period, such period shall begin on the date of separation from service.

                           (iii)  The Plan Administrator shall provide each
Participant with a written explanation of the preretirement survivor annuity
containing information comparable to that required by Section 6.4(a). The
written explanation shall be provided during whichever of the following four
periods ends last:

                                  (A)    The period beginning with the first day
                  of the Plan Year in which the Participant attains age 32 and
                  ending with the last day of the Plan Year preceding the Plan
                  Year in which the Participant attains age 35.

                                  (B)    The 12-month period commencing on the
                  date on which the individual becomes a Participant.

                                  (C)    The 12-month period commencing on the
                  date on which the preretirement survivor annuity is no longer
                  subsidized within the meaning of Section 1.401(a)-20 of the
                  Regulations.

                                      23

<PAGE>

                                  (D)    The 12-month period commencing on the
                  date on which the preretirement survivor annuity first became
                  effective with respect to the Participant.

                           (iv)   In the case of a Participant who separates
from service with the Employer before age 35, the written explanation required
by this subsection shall be provided during the 12-month period commencing on
the date of separation from service.

                           (v)    A Participant may revoke a waiver of the
preretirement survivor annuity at any time during the election period without
the spouse's consent. Any subsequent waiver must contain the spouse's consent.
For purposes of this Section 7.1, any change in Beneficiary designation
occurring after the spousal consent shall be deemed to be a revocation of the
Participant's waiver of the preretirement survivor annuity.

                           (vi)   An election, or a failure to make an election,
under this Section 7.1 shall not affect the Participant's right upon retirement
to elect an optional form of payment under Section 6.5.

         7.2      Other Pre-Retirement Death Benefits. (a) The Beneficiary of a
                  -----------------------------------
Participant who dies before the Annuity Starting Date shall be entitled to
receive:

                           (i)    if an election under Section 7.1(c) is in
effect, the amount described in subsection (b), or

                           (ii)   in all other cases, the excess of the amount
described in subsection (b) over the value of the death benefit, if any,
payable under Section 7.1(a).

                  (b)      The amount described in this subsection is: (i) in
the case of a Participant who separates from service with the Affiliated
Employers before attaining Normal Retirement Age, the Actuarial Equivalent of
the Participant's vested Accrued Benefit; and (ii) in the case of a Participant
who does not separate from service with the Affiliated Employers before
attaining Normal Retirement Age, the Actuarial Equivalent of the Participant's
Accrued Benefit.

                  (c)      Subject to Section 6.6, the Beneficiary shall be
entitled to commence payment of the benefit described in this section as of the
later of: (i) first day of the month following the Participant's death, or (ii)
the first day of the month in which the Participant would have been eligible to
commence benefit payments.

                  (d)      If a Beneficiary has not been designated by a
Participant, the Beneficiary shall be the surviving spouse or, if there is no
surviving spouse, the Participant's estate.

         7.3      Death After Benefits Commence. If a Participant dies on or
                  -----------------------------
after the Annuity Starting Date, the death benefit, if any, payable to the
Beneficiary shall depend upon the form of payment of benefits in effect for
such Participant at the time of death.

                                      24

<PAGE>

         7.4      Designation of Beneficiary. Subject to Section 7.1, each
                  --------------------------
Participant shall have the right to designate the Beneficiary to receive death
benefits payable hereunder and, subject to Section 7.5, the manner in which such
death benefits shall be paid. Such designations shall be made on a form
furnished by and filed with the Administrator, and may be changed in a like
manner.

         7.5      Immediate Cashout of $5,000 or Less. If the value of the lump
                  -----------------------------------
sum Actuarial Equivalent of the death benefit payable under this Article does
not exceed $5,000, the Administrator shall direct the Trustee to distribute the
entire value of such benefit in a lump sum payment provided such payment is
made prior to the commencement of death benefit payments. If the value of the
lump sum Actuarial Equivalent of such death benefit exceeds $5,000 at the time
of any distribution under the Plan, the value of the benefit payable under this
Article shall be deemed to exceed $5,000 (or $3,500) at all times thereafter.

         7.6      Use of Term "Participant" For purposes of this Article, the
                  ------------------------
term "Participant" includes a Former Participant.

                                   ARTICLE 8
                                   ---------

                      Separation from Service and Vesting
                      -----------------------------------

         8.1      Separation from Service. The eligibility of a Former
                  -----------------------
Participant to receive his distribution of benefits upon separation from
service with the Affiliated Employers before his Normal Retirement Date or
becoming Totally and Permanently Disabled shall be determined under this
Article.

         8.2      Less Than Two Years of Service.
                  ------------------------------

                  (a)      Except as otherwise provided in Section 8.3(b) and
(c), a Participant who separates from service with the Affiliated Employers
before completing two Years of Service shall not be entitled to receive a
benefit under the Plan. Such an individual shall be deemed to have received a
single sum payment in the amount of $0 on the date of separation from service
and shall forfeit his or her Accrued Benefit as of the last day of the Plan
Year in which separation from service occurs.

                  (b)      If a Participant described in subsection (a) becomes
an Employee before incurring five consecutive Breaks in Service, his or her
Accrued Benefit shall be restored.

         8.3      At Least Two Years of Service; Full Vesting.
                  -------------------------------------------

                  (a)      A Former Participant who separates from service with
the Affiliated Employers after completing at least two Years of Service shall
be entitled to receive a percentage of his or her Accrued Benefit, based upon
the Participant's Years of Service, as follows:

                                      25

<PAGE>

                   Years of Service                   Vested Percentage
                   ----------------                   -----------------

                   Less than 2                               0%
                   2 but less than 3                         20%
                   3 but less than 4                         40%
                   4 but less than 5                         60%
                   5 but less than 6                         80%
                   6 or more                                 100%

                  (b)      Unless a forfeiture has previously occurred under
Section 8.2 (a), the Accrued Benefit of a Participant who separates from
service before Normal Retirement Age and is not 100% vested shall be forfeited
upon the occurrence of the earlier of: (i) the occurrence of five consecutive
Breaks in Service, or (ii) the date on which the Participant receives or
commences to receive distribution of his Accrued Benefit.

         8.4      Prior Break in Service. The vested percentage of the Accrued
                  ----------------------
Benefit, other than amounts previously forfeited under this Article, of a Former
Participant who again becomes a Participant after a Break in Service shall be
determined as follows:

                  (a)      If the Former Participant had achieved any percentage
of vesting before the Break in Service, all Years of Service shall be
aggregated.

                  (b)      If the Former Participant had not achieved any
percentage of vesting before the Break in Service, and if the number of
consecutive Breaks in Service is less than either (i) five or (ii) the
aggregate number of Years of Service before such Breaks in Service, all Years
of Service shall be aggregated.

                  (c)      If the Former Participant had not achieved any
percentage of vesting before the Break in Service, and if the number of
consecutive Breaks in Service equals or exceeds both (i) five and (ii) the
aggregate number of Years of Service before such Breaks in Service, all Years
of Service before such Breaks in Service shall be disregarded.

         8.5      Payment of Vested Benefit.
                  -------------------------

                  (a)      Immediate Cashout of $5,000 or Less. If the Actuarial
                           -----------------------------------
Equivalent lump sum value of a Former Participant's vested Accrued Benefit does
not exceed $5,000, the Administrator shall direct the Trustee to distribute such
vested benefit in a single sum payment without the consent of the Former
Participant (and his or her spouse, if any) as soon as practicable following
separation from service. If the Actuarial Equivalent lump sum value of an
individual's vested Accrued Benefit exceeds $5,000 at the time of any
distribution under the Plan, its value shall be deemed to exceed $5,000 at all
times thereafter.

                  (b)      Deferred Payment. Subject to subsection (c), a Former
                           ----------------
Participant who has separated from service with the Affiliated Employers with a
vested Accrued Benefit whose

                                      26

<PAGE>

Actuarial Equivalent lump sum value exceeds $5,000 shall be entitled to receive
a distribution of his or her vested Accrued Benefit at Normal Retirement Date
in accordance with Article 6.

         8.6      No Decrease in Benefit. The vested benefit of a Former
                  ----------------------
Participant shall not be decreased by reason of an increase in Social Security
benefit levels or in the Social Security wage base occurring after separation
from service.

                                   ARTICLE 9
                                   ---------

          Applications for Benefits and Other Distribution Procedures
          -----------------------------------------------------------

         9.1      Application Must Be Filed. (a) Benefits under the Plan shall
                  -------------------------
be paid in the manner and at the time selected in an Application for Benefits
filed with the Administrator in accordance with this Article after receipt of
the information required by subsection (b)(i) and (ii) and as soon as
reasonably practicable after the Annuity Starting Date.

                  (b)      Not less than 30 and not more than 90 days before an
individual's Annuity Starting Date, the Administrator shall provide the
individual with an Application for Benefits and the following written
information:

                           (i)    a general description of the material features
of, and an explanation of the relative values of, the optional forms of payment
available under the Plan; and

                           (ii)   information as to the individual's right, if
any, to defer receipt of the distribution and that failure to file an
Application for Benefits within the time specified in this Article shall be
treated as an election to defer.

                  (c)      (i)    Except as provided in paragraph (ii), an
individual's Annuity Starting Date shall be not less than 30 days or more than
90 days after the date on which the individual has received the written
information required by subsection (b)(i) and (ii). If an individual's Annuity
Starting Date will occur more than 90 days after such date, the Administrator
shall again provide such individual with the information required by subsection
(b)(i) and (ii) so that it is received no more than 90 days before the Annuity
Starting Date.

                           (ii)   Payment of benefits may commence less than 30
days but not less than 8 days after an individual's receipt of the information
required by subsection (b)(i) and (ii) in accordance with Section 6.4(b).

         9.2      Death Benefits Application.  The Application for Benefits
                  --------------------------
required for the payment of death benefits must be filed by the Beneficiary of
a deceased Participant and must be accompanied by a death certificate.

         9.3      Termination Benefits Application. If payment of vested
                  --------------------------------
benefits is to commence at the election of a Participant before the
Participant's Normal Retirement Date, an Application for

                                      27

<PAGE>

Benefits must be filed with the Administrator within a reasonable time
following the Participant's receipt of such application.

         9.4      Normal Retirement Benefits. If a payment of a Participant's
                  --------------------------
benefit is to commence at or after Normal Retirement Date and the Participant
fails to file an Application for Benefits within a reasonable time following
receipt of such application and the written information required by Section
9.1(b)(i) and (ii), the benefit to which such Participant is entitled shall be
paid in the automatic form under Article 6.

         9.5      Changes in Election. The election of a form of payment or the
                  -------------------
designation of a Beneficiary made in an Application for Benefits may be changed
by filing a new Application for Benefits before the Annuity Starting Date.

         9.6      Review of Application. The Administrator shall promptly
                  ---------------------
process each Application for Benefits received by it and shall notify the
applicant in writing of the action taken regarding the Application for Benefits
within a reasonable period of time following its receipt.

         9.7      Obligation to Furnish Current Address; Missing Persons. (a) An
                  ------------------------------------------------------
individual for whom vested benefits are being held by the Trustee shall keep the
Administrator notified of a current mailing address. The Administrator and the
Employer shall be discharged from any liability resulting from a failure to pay
benefits if reasonable effort has been made to contact the individual at the
last address on record.

                  (b)      If an individual entitled to benefits under the Plan
cannot be located after diligent search and the whereabouts of such individual
continues to be unknown for a period of three years, the Administrator may
determine that such individual has died, whereupon such benefits shall be
distributed to the Beneficiary or Beneficiaries determined in accordance with
Article 7. If no such Beneficiary or Beneficiaries can be located after
reasonable efforts, the Administrator may determine that such benefits are
forfeited in accordance with Section 8.3(b). Such benefits shall be restored to
the Participant or Beneficiary entitled thereto upon such individual's claim
therefor filed within the time prescribed by applicable law.

         9.8      Notice of Death, Retirement or Separation from Service.
                  ------------------------------------------------------
Whenever benefits become payable under the Plan because of the death,
Retirement or other separation from service of a Participant, the Administrator
shall transmit to the Trustee a notice specifying the name and address of the
Participant (including, if applicable, any designated or contingent
Beneficiary) or Beneficiary who is entitled to receive benefits under the Plan
and the medium of payment.

         9.9      Mailing of Benefits. Whenever the Trustee is directed to make
                  -------------------
payment or delivery of benefits in accordance with a notice of the
Administrator, mailing a check in the appropriate amount to the person or
persons entitled thereto at the address designated in such notice shall be
adequate delivery by the Trustee for all purposes.

         9.10     Minors and Incompetents. If any benefit hereunder becomes
                  -----------------------
payable to a minor, to an individual under a legal disability, or to an
individual not judicially declared incompetent but

                                      28

<PAGE>

who, by reason of illness or mental or physical disability, is, in the opinion
of the Administrator, unable properly to administer such benefit, such benefit
shall be paid to the legally appointed guardian or conservator of such
individual, or to a relative or friend for the care and support of such
individual, as selected by the Administrator, and the Trustee, the
Administrator and the Employer shall not incur any liability therefor.

         9.11     Direct Rollover. (a) For purposes of this section, the
                  ---------------
following terms shall have the meanings set forth below:

                           (i)    "Direct rollover" means a payment to one or
more eligible retirement plans specified by a distributee.

                           (ii)   "Distributee" means an Employee or former
Employee; the surviving spouse of an Employee or former Employee; and the
spouse or former spouse of an Employee or former Employee who is the alternate
payee under a qualified domestic relations order as defined in Section 414(p)
of the Code.

                           (iii)  "Eligible retirement plan" means an individual
retirement account or annuity described in Section 408 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 will accept a distributee's eligible rollover
distribution. Notwithstanding the foregoing, in the case of an eligible
rollover distribution made to the surviving spouse of a Participant, an
eligible retirement plan means only an individual retirement account or annuity.

                           (iv)   "Eligible rollover distribution" means the
distribution under the Plan of all or a portion of the balance to the credit of
a distributee, other than: one or more distributions to be made during a
taxable year of the distributee which in the aggregate are reasonably expected
to be less than $200; a distribution that is one of a series of substantially
equal periodic payments made not less frequently than annually for the life or
life expectancy of the distributee or the joint lives or joint life expectancy
of the distributee and the distributee's designated beneficiary, or for a
specified period of ten years or more; payments under an annuity contract made
in or after the year in which the employee attains (or would, if living, have
attained) age 70-1/2; the portion of any distribution that is required to be
made under Section 401(a)(9) of the Code; and the portion of any distribution
that is not includible in gross income.

                  (b)      Notwithstanding any other provision of the Plan, a
distributee may elect, in accordance with procedures established by the
Administrator, that all or a portion of an eligible rollover distribution to be
made to the distributee shall instead be distributed in a direct rollover. If a
portion but not all of an eligible rollover distribution is to be distributed in
a direct rollover, such portion may not be less than $500. In the case of an
eligible rollover distribution not exceeding $500, any direct rollover must
consist of the entire amount of the eligible rollover distribution.

                  (c)      (i)    Not less than 30 days before the Annuity
Starting Date of a distributee who is entitled to receive an eligible rollover
distribution, the Administrator shall, in

                                      29

<PAGE>

accordance with Section 402(f) of the Code, provide the distributee with a
written explanation of the rules governing rollovers (including the right to
make a direct rollover under subsection (b)), the special tax treatment
available to lump sum distributions and the mandatory federal income tax
withholding on any eligible rollover distribution for which no election is made
under subsection (b). No later than the date on which the information required
by this paragraph is provided to a distributee, the Administrator shall notify
the distributee that he or she is entitled to consider, for a period of at
least 30 days following receipt of such information, whether or not to make an
election under subsection (b).

                           (ii)   Notwithstanding paragraph (i) but subject to
section 6.4(b), a direct rollover or distribution may be made less than 30 days
after the distributee receives the information required by paragraph (i), if
the distributee affirmatively elects to receive a distribution or to make a
direct rollover under subsection (b).

         9.12     Meaning of Participant. For purposes of this Article, the term
                  ----------------------
"Participant" includes a Former Participant.

         9.13     Electronic Media. (a) Any reference in the Plan to "written"
                  ----------------
or "in writing" shall be construed to include a reference to the use of
electronic media, to the extent made available by the Plan Administrator and
permitted by the Internal Revenue Service and the Department of Labor.

         (b)      Subsection (a) shall not apply for the following purposes
under the Plan: (i) Any spousal required in connection with any action taken by
a Participant, including the waiver of a spousal death benefit, a qualified
preretirement survivor annuity or a joint and survivor annuity, the designation
of a Beneficiary other than a spouse, or an application for a loan under the
Plan; (ii) making or revoking a Beneficiary designation, (iii) providing notice
of an amendment to the Plan's vesting schedule; (iv) any notification of action
taken by the Administrator regarding an application for benefits; (v) a request
for review of a denial of benefits and the submission of issues and comments in
connection with such an appeal; and (vi) a Participant's request for a copy of
the Plan or other documents relating to the establishment and operation of the
Plan.

                                   ARTICLE 10
                                   ----------

                           Administration of the Plan
                           --------------------------

         10.1     Appointment of Administrator. In the absence of any action by
                  ----------------------------
the Employer to appoint an Administrator, the Employer shall be the
Administrator of the Plan. The Employer may appoint one or more individuals,
firms, corporations or other entities to be the Administrator of the Plan, and
the Employer may, at any time and from time to time, remove such person(s) as
Administrator, with or without cause.

         10.2     Powers and Duties of Administrator; Administrator Not to Act
                  ------------------------------------------------------------
in Discriminatory Manner. (a) The Administrator shall constitute the "named
------------------------
fiduciary" and the "administrator" with respect to the Plan as such terms are
defined in ERISA, and in such capacities it shall have

                                      30

<PAGE>

authority to control and manage the operation and administration of the Plan.
The Administrator shall have the powers and duties specified in the Plan,
including the discretionary authority to interpret the provisions of the Plan
and to determine all questions relating to eligibility for benefits hereunder.
Any such interpretation or determination adopted by the Administrator in good
faith shall be binding upon the Employer and on all Participants, Former
Participants and Beneficiaries. The Administrator, in exercising its discretion
shall do so in a uniform and nondiscriminatory manner, treating all individuals
in similar circumstances alike.

                  (b)      The Administrator shall establish a funding method
and policy consistent with the objectives of the Plan, and shall determine the
Plan's short-and long-term financial needs and communicate such requirements to
the Trustee.

                  (c)      The Administrator may employ such accountants,
counsel, specialists and other persons as it deems necessary or desirable in
connection with the administration of this Plan. To the extent permitted by
ERISA, the Administrator may delegate any of its fiduciary responsibilities or
other duties or responsibilities to such persons as the Administrator deems
appropriate.

                  (d)      The Administrator may correct any defect, supply any
omission, reconcile any inconsistency, and adopt such rules and procedures with
respect to the administration of this Plan in such manner and to such extent as
it may deem necessary and expedient to carry out the Plan.

                  (e)      The Administrator may remedy any inequity resulting
from incorrect information received or communicated in good faith or as a
result of an administrative or operational error. Such remedial action may
include taking such actions as may be required under any correction program
established by the Internal Revenue Service, the Department of Labor or any
other administrative agency, including the Employee Plans Compliance Resolution
System of the Internal Revenue Service; reallocation of Plan assets; adjusting
the amount of future payments to Participants, Former Participants,
Beneficiaries or alternate payees; and the institution and prosecution of legal
actions to recover benefit payments made in error.

         10.3     Administrator to Keep Accurate Records. The Administrator
                  --------------------------------------
shall keep accurate records and minutes of its proceedings and actions with
respect to the Plan. It shall maintain, or cause to be maintained, accounts
showing the operation and condition of the Trust Fund, and shall keep, or cause
to be kept, in convenient form such data as may be necessary for the valuation
of the assets and liabilities of the Plan. The Administrator shall prepare or
cause to be prepared and distributed to Employees, Participants, Former
Participants and Beneficiaries and to be filed with the appropriate government
agencies, as the case may be, all necessary descriptions, reports, information
and data required by the Code, ERISA and any other applicable law.

         10.4     Reliance on Specialists. None of the Employer, its officers,
                  -----------------------
directors and employees, the Administrator or the Trustee shall be responsible
for any reports furnished by any specialist retained or employed by the
Administrator but they shall be entitled to rely thereon as well as on
certificates furnished by an accountant, and on all opinions of counsel. The
Employer,

                                      31

<PAGE>

its officers, directors and employees, the Administrator and the Trustee shall
be fully protected with respect to any action taken or suffered by them in good
faith in reliance upon such specialist, accountant or counsel, and all actions
taken or suffered in such reliance shall be conclusive upon each of them and
upon all Employees, Participants, Former Participants, Beneficiaries and any
other persons interested hereunder and under the Trust Agreement.

         10.5     Compensation; Liability. (a) The Administrator shall be
                  -----------------------
entitled to reimbursement for its reasonable expenses incurred hereunder.
Individuals serving as Administrator who are also full-time employees of the
Employer shall not be compensated for their services as Administrator, except
as their compensation as employees may be such compensation. Other individuals
or entities serving as Administrator shall be entitled to reasonable
compensation for their services.

                  (b)      The Employer shall indemnify the Administrator who is
also a full-time employee of the Employer against all liability occasioned by
any act or omission to act, provided that the Administrator acted in good
faith. The Employer shall be entitled to defend or maintain, either in its own
name or in the name of the Administrator or any member thereof, any suit or
litigation arising hereunder with respect to the Administrator or any member
thereof, and may act as counsel or employ its own counsel for such purpose.
Except as may be required by ERISA, no bond or other security shall be required
of the Administrator for the faithful performance of its duties hereunder.

         10.6     Claims Procedure. (a) If a Participant, Former Participant or
                  ----------------
Beneficiary asserts a right to any benefit under the Plan that he has not
received, he shall file a written claim for such benefit with the Administrator.
If the Administrator wholly or partially denies such claim, it shall provide
written notice to the claimant within 90 days of the receipt by the
Administrator of the claim. The Administrator shall set forth in the notice:

                           (i)    the specific reasons for the denial of the
claim,

                           (ii)   specific reference(s) to pertinent provisions
of the Plan on which the denial is based,

                           (iii)  a description of any additional material or
information necessary to perfect the claim and an explanation of why such
material or information is necessary, and

                           (iv)   an explanation of the Plan's claims review
procedure.

                  (b)      A Participant, Former Participant or Beneficiary
whose Application for Benefits is denied may request a full and fair review of
the decision denying the claim within 60 days after receipt of the notice of
the denial from the Administrator. The Participant, Former Participant or
Beneficiary may:

                           (i)    request a hearing by the Administrator upon
written application to the Administrator,

                                      32

<PAGE>

                           (ii)   review pertinent documents in the possession
of the Administrator, and

                           (iii)  submit issues and comments in writing to the
Administrator for review.

                  (c)      A decision on review by the Administrator shall be
made promptly and not later than 60 days after the receipt by the Administrator
of a request for review, unless special circumstances (such as the need to hold
a hearing) require an extension of time for processing, in which case the
claimant will be so notified of the extension, and a decision shall be rendered
as soon as possible, and not later than 120 days after the receipt of the
request for review. The decision shall be in writing and shall include specific
reasons for the decision written in a manner calculated to be understood by the
Participant, Former Participant or Beneficiary, and specific reference to the
pertinent provisions of the Plan on which the decision is based. The decision
of the Administrator shall be final and binding upon all parties.

         10.7     Agent for Service of Legal Process. The Administrator shall
                  ----------------------------------
have the power to designate the agent for service of legal process for the
Plan. Service of legal process may also be made upon the Trustee or the
Administrator.

                                   ARTICLE 11
                                   ----------

                                    Trustee
                                    -------

         11.1     Trust Agreement. The Employer and the Trustee shall enter into
                  ---------------
a Trust Agreement establishing the Trust Fund and prescribing the powers,
duties, obligations and functions of the Trustee with respect to the Trust
Fund. Such Trust Agreement, as in effect from time to time, is hereby
incorporated into and made a part of this Plan.

         11.2     Investment of Trust Fund. Except as otherwise provided in the
                  ------------------------
Trust Agreement and subject to the Plan's funding policy and method, the Trustee
shall invest and reinvest the assets of the Trust Fund in its discretion in
accordance with all applicable rules, regulations and requirements, including
the prudence and diversification requirements of ERISA. The Trust Agreement may
provide for investment of all or any part of the Trust Fund in a common or
collective trust and for the appointment by the Trustee of a corporation or
trust company as trustee or managing agent of that portion of the Trust Fund to
be so invested; during such time as any part or all of the Trust Fund is so
invested, such common or collective trust shall constitute a part of this Plan.

         11.3     Trustee's Accounts. The assets of the Trust Fund shall be
                  ------------------
valued at their fair market value annually by the Trustee as of the last day of
each Plan Year, or such other date as may be designated by the Administrator,
and the values reported to the Employer and the Administrator, together with a
statement of receipts and disbursements for the Plan Year and such other
information regarding the Trust Fund as the Employer may request.

                                      33

<PAGE>

         11.4     Trustee's Records. The Trustee shall keep and maintain records
                  -----------------
under the direction of the Administrator which shall accurately disclose at all
times the state of the Trust Fund.

         11.5     Trustee's Liability. The Trustee shall not be responsible for
                  -------------------
the validity of the Plan or Trust Agreement or for the adequacy of the Trust
Fund to meet its obligations hereunder, but shall be accountable only for funds
paid to it under the Trust Agreement.

         11.6     Trustee's Compensation and Expenses. The Trustee shall be
                  -----------------------------------
entitled to reimbursement for its reasonable expenses incurred hereunder. An
individual serving as Trustee who is also a full-time employee of the Employer
shall not be compensated for his services as Trustee, except as his
compensation as an employee of the Employer may be such compensation. Other
individuals and any corporation or trust company serving as Trustee shall be
entitled to compensation for its services in such amount as the Employer and
such Trustee may agree upon from time to time. Such reimbursement or
compensation due a Trustee, if not paid by the Employer, shall constitute a
charge upon the Trust Fund. The Trustee shall be entitled to indemnification
from the Employer only if and to the extent so provided in the Trust Agreement.

                                   ARTICLE 12
                                   ----------

                   Contributions; Exclusive Benefit; Expenses
                   ------------------------------------------

         12.1     Contributions. (a) The Employer shall pay to the Trustee from
                  -------------
time to time such amounts as shall be necessary to provide the benefits under
the Plan determined by the application of accepted actuarial methods and
assumptions. The method of funding of the Plan shall be consistent with Plan
objectives.

                  (b)      No contribution shall be required or permitted under
the Plan from any Participant.

         12.2     Exclusive Benefit. (a) Except as otherwise provided in this
                  -----------------
Article and Article 13, the assets of the Plan shall never be paid or revert to
the Employer, or be used for any purpose other than the exclusive purpose of
providing benefits to Participants or their Beneficiaries and defraying the
reasonable expenses of administering the Plan.

                  (b)      If the Administrator determines that the Employer has
contributed any amount to the Trustee by reason of a mistake of fact, the
Administrator may direct the Trustee in writing to return to the Employer,
within one year after the payment of the contribution, the lesser of the amount
actually contributed by such mistake of fact or its then current value.

                  (c)      All contributions hereunder are made on the condition
that the Plan and the Trust initially qualify under Sections 401(a) and 501 of
the Code. If the Internal Revenue Service determines that the Plan and Trust do
not initially qualify, the Administrator, upon the written request of the
Employer, shall direct the Trustee to return to the Employer the then current
value of any Employer contributions within one year following the denial of
initial qualification.

                                      34

<PAGE>

                  (d)      All contributions hereunder are made on the condition
that they are deductible under Section 404 of the Code. If the Internal Revenue
Service determines that any portion of the Employer's contribution for a Plan
Year is not deductible, the Administrator, upon the written request of the
Employer, shall direct the Trustee to return to the Employer the lesser of such
disallowed portion or its then current value within one year following the
disallowance of the deduction.

         12.3     Expenses. All expenses incurred in establishing and operating
                  --------
the Plan, including, but not limited to, legal and actuarial fees, brokerage
commissions, administrative expenses and Trustee's expenses, shall be paid by
the Trustee from the Trust Fund to the extent permitted under Sections 403(c)(1)
and 404(a)(1)(A) of ERISA, unless paid by the Employer. In accordance with
Prohibited Transaction Class Exemption 80-26, the Employer may advance to the
Trustee amounts necessary to pay the ordinary operating expenses of the Plan or
may pay such expenses itself, and in either event the Employer shall be entitled
to be reimbursed by the Trustee for such advances or payments.

                                   ARTICLE 13
                                   ----------

                         Amendment; Termination; Merger
                         ------------------------------

         13.1     Permanence of Plan. The Employer has established the Plan with
                  ------------------
the bona fide intention and expectation of continuing it indefinitely, but the
Employer shall be under no obligation or liability whatsoever to maintain the
Plan (or the Trust) for any given length of time.

         13.2     Right to Amend or Terminate. (a) The Employer reserves the
                  ---------------------------
right at any time and from time to time to amend the Plan by resolution of the
Board, and to terminate the Plan or the Trust by delivering to the Trustee a
copy of a notice of termination executed by an officer of the Employer duly
authorized by the Board. Notwithstanding the preceding sentence, the Employer
shall have no power to amend or terminate the Plan or to terminate the Trust in
such manner as would:

                           (i)    increase the duties or liabilities of the
Trustee without the written consent of the Trustee;

                           (ii)   cause or permit any of the Trust assets to be
diverted to purposes other than for the exclusive benefit of the Participants,
Former Participants or their Beneficiaries;

                           (iii)  cause any reduction in the amount theretofore
credited to any Participant, Former Participant or Beneficiary or deprive any
such person of any benefit distribution option theretofore accrued and
available;

                           (iv)   deprive any Participant, Former Participant or
Beneficiary of any optional time or form of benefit payment with respect to
amounts accrued prior to the effective date of such amendment; or

                                      35

<PAGE>

                           (v)    cause or permit any portion of the Trust Fund
to revert to or become the property of the Employer, except as provided in
Article 12 or this Article.

                  (b)      If the Employer adopts an amendment changing the
vesting provisions of the Plan, or any other amendment that directly or
indirectly affects the computation of the vested percentage of any Accrued
Benefit, a Participant or Former Participant who has at least three Years of
Service may elect to have his vested percentage determined in accordance with
the vesting schedule in effect immediately before the effective date of the
amendment, unless the individual's vested percentage under the Plan as amended
cannot at any time be less than such percentage determined without regard to
such amendment. Such election shall be made in writing and be filed with the
Administrator by the latest of (i) 60 days after the amendment is adopted, (ii)
60 days after the amendment becomes effective, or (iii) 60 days after written
notice of the amendment is issued to the Participant or Former Participant by
the Administrator. The Participant or Former Participant must have completed
the required three years by the latest date on which an election may be filed
hereunder. A Participant or Former Participant's vested percentage shall not be
less than the percentage to which he would have been entitled in the event of
separation from service immediately before the date on which such amendment is
adopted or the effective date of such amendment, whichever is later.

         13.3     Termination of Plan or Plan and Trust. (a) Both the Plan and
                  -------------------------------------
the Trust shall automatically terminate upon the bankruptcy or dissolution of
the Employer without continuation of the business of the Employer by a
successor proprietorship, partnership or corporation that assumes the
obligations of the Employer hereunder. Unless the Plan and Trust are sooner
terminated pursuant to the preceding sentence, the Plan and, if so directed by
the Employer, the Trust shall terminate upon delivery to the Trustee of a
notice of termination executed on behalf of the Employer by an officer
specifying the date as of which the Plan, or the Plan and the Trust, shall
terminate.

                  (b)      A successor to the business of the Employer, by
whatever form or manner resulting, may continue the Plan and Trust by executing
appropriate supplementary instruments, and such successor shall thereupon
succeed to all of the rights, powers and duties of the Employer hereunder. The
employment of any Employee who has continued in the employ of any such
successor shall not be deemed to have been terminated or severed for any
purpose hereunder if any such supplementary instrument so provides.

         13.4     Vesting on Termination or Partial Termination of Plan.
                  -----------------------------------------------------
Notwithstanding any other provision of the Plan, upon the termination or partial
termination of the Plan (irrespective of whether the Trust is terminated), the
rights of each Participant or Former Participant, or in the case of a partial
termination, the rights of each Participant or Former Participant affected by
such partial termination, and each Beneficiary, to benefits accrued to the date
of such termination or partial termination, to the extent funded as of such
date, shall become nonforfeitable.

                                      36

<PAGE>

         13.5     Limitation of Benefits on Plan Termination. Upon the
                  ------------------------------------------
termination of the Plan, the benefit of any individual who is or has been a
Highly Compensated Employee shall be limited to a benefit that is
nondiscriminatory under Section 401(a)(4) of the Code.

         13.6     Allocation of Assets. (a) Upon the complete termination of the
                  --------------------
Plan, after payment of fees and expenses, the Administrator shall allocate the
net assets of the Trust Fund among the Participants, Former Participants and
Beneficiaries in the following order:

                           (i)    Toward the payment of that portion, if any, of
each individual's Accrued Benefit derived from voluntary and rollover
contributions.

                           (ii)   Toward the payment of that portion, if any, of
each individual's Accrued Benefit derived from mandatory contributions.

                           (iii)  In the case of those who were receiving
benefits or who were eligible to receive benefits, the benefits determined as
follows:

                                  (A) In the case of an individual who was
                  receiving benefits during the three-year period before
                  termination, the benefit determined in accordance with the
                  provisions of the Plan in effect during the five-year period
                  preceding the date of termination which result in the smallest
                  benefit, but in no event less than the benefit he or she was
                  receiving during such three-year period.

                                  (B) In the case of an individual who would
                  have been entitled to receive benefits had such individual
                  retired before the beginning of the three-year period before
                  termination, the benefit determined in accordance with the
                  provisions of the Plan in effect during the five-year period
                  preceding the date of termination which result in the smallest
                  benefit.

                           (iv)   (A)    All other benefits, if any, guaranteed
                  under the provisions of Title IV of ERISA, determined without
                  regard to Section 4022B(a) thereof.

                                  (B)    The additional benefits, if any, which
                  would be determined under subparagraph (A) for a substantial
                  owner if Section 4022(b)(5) of ERISA did not apply.

                           (v)    All other nonforfeitable benefits under the
                  Plan.

                           (vi)   All other benefits under the Plan.

                  (b)      Except as otherwise provided by law, any assets
remaining in the Trust Fund after payment of the benefits described in
subsection (a) shall be returned to the Employer.

                  (c)      If the assets of the Trust Fund are not sufficient to
provide the full amount of the benefits of all individuals described in
paragraphs (i), (ii) and (iii) of subsection (a), such

                                      37

<PAGE>

assets shall be allocated pro rata among such individuals on the basis of the
present value, as of the date of termination, of their respective benefits
described in such paragraphs. If the assets of the Trust Fund are not
sufficient to provide the full amount of the benefits described in paragraph
(iv) of subsection (a), such assets shall be allocated as provided in Section
4044(b)(3) of ERISA.

         13.7     Liquidation of Trust. (a) Upon the termination of the Plan,
                  --------------------
the Employer shall direct the Trustee:

                           (i)    to reduce to cash all or part of the Trust
Fund, as the Employer may deem appropriate;

                           (ii)   to pay the liabilities, if any, of the Trust;
and

                           (iii)  to value the remaining assets of the Trust as
of the date of termination.

                  (b)      In the event the Trust is also terminated, the
Employer shall also direct the Trustee to distribute the assets of the Trust in
cash or in kind, or partly in cash and partly in kind, to the individuals
having an interest in the Trust in proportion to the amounts allocated to such
individuals under Section 13.6. If the Trust is not terminated, the Employer
shall so notify the Trustee and the Trustee shall continue to administer the
Trust Fund as provided in the Plan and the Trust Agreement.

         13.8     Merger or Consolidation of Plan. The Plan shall not merge or
                  -------------------------------
consolidate with another plan or transfer assets and liabilities to another
trust, unless each Participant is, in the event of plan termination immediately
after the merger, consolidation or transfer, entitled to a benefit at least
equal to the benefit such Participant would have been entitled to receive if the
Plan had terminated immediately before such merger, consolidation or transfer.
In any transaction described in the preceding sentence, the Trust Fund shall be
allocated in accordance with Section 414(l) of the Code.

                                   ARTICLE 14
                                   ----------

                              Spendthrift Provision
                              ---------------------

         14.1     Prohibition on Assignment or Alienation. The beneficial
                  ---------------------------------------
interest in the Trust of a Participant, Former Participant or Beneficiary shall
not be assignable or subject to attachment or receivership, nor shall it pass
to any trustee in bankruptcy or be reached or applied by any legal process for
the payment of any obligation of the Participant, Former Participant or
Beneficiary.

         14.2     Qualified Domestic Relations Order. (a) Section 14.1 shall not
                  ----------------------------------
apply to a qualified domestic relations order. The Administrator shall abide by
the terms of any qualified domestic relations order. A "qualified domestic
relations order" means any judgment, decree or order (including approval of a
property settlement agreement) that creates or recognizes the existence of an
alternate payee's right to receive all or a portion of the benefits payable to a

                                      38

<PAGE>

Participant hereunder pursuant to a state's domestic relations law relating to
the provision of child support, alimony payments or marital property rights to a
spouse, former spouse, child or other dependent of the Participant, which
specifically states:

                           (i)    The name and last known mailing address of the
Participant and of each alternate payee covered by such order;

                           (ii)   The amount or percentage of the Participant's
benefits to be paid by the Plan to each alternate payee or the manner in which
such amount or percentage is to be determined;

                           (iii)  The number of payments or the period to which
such order applies; and
                           (iv)   The name of each plan to which such order
applies.

                  (b)      The Administrator shall establish reasonable written
procedures to determine the qualified status of domestic relations orders and to
administer distributions made thereunder consistent with the following:

                           (i)    The Administrator shall promptly notify the
Participant and any named alternate payee of the receipt of a domestic
relations order and the procedures used for determining whether such order is
qualified under Section 414(p) of the Code.

                           (ii)   The Administrator shall, within a reasonable
time following receipt, determine whether such order is qualified and notify
the Participant and each alternate payee of such determination.

                           (iii)  During the period beginning upon receipt of
the order and ending on the earlier of the date of determination of its
qualified status or the expiration of 18 months, the Administrator shall
separately account for the amounts which will be payable to the alternate payee
if the domestic relations order is determined to be qualified.

                           (iv)   If, within 18 months of receipt, the order is
determined to be qualified, the Administrator shall pay the amounts described
in paragraph (iii) to the alternate payee pursuant to the terms of the order.
If, within 18 months of receipt, the order is determined not to be qualified,
or the order's status is unresolved, the Administrator shall pay the amounts
described in paragraph (iii) to the person or persons entitled to such amounts
under the terms of the Plan as if no order had been received.

                           (v)    A determination that a domestic relations
order is qualified made later than 18 months after the receipt of such order
shall only operate prospectively.

                  (c)      Payments made under this section shall completely
discharge the Plan of its obligations with respect to the Participant and each
alternate payee to the extent of any such payments.

                                      39

<PAGE>

                  (d)      To the extent authorized by a qualified domestic
relations order, a distribution under the Plan may be made to an alternate
payee before the Participant whose benefits are subject to such order attains
the earliest retirement age (as defined in Section 414(p)(4)(B) of the Code),
provided that the alternate payee consents to such distribution if the amount
payable to the alternate payee exceeds $5,000.

         14.3     Offset of Benefits. (a) Subject to subsection (b), the
                  ------------------
foregoing prohibitions against alienation shall not apply to any offset of a
Participant's benefits, made in accordance with the provisions of paragraphs
(C) and (D) of Section 401(a)(13) of the Code, against an amount that the
Participant is ordered or required to pay to the Plan if the order or
requirement to pay is due to: (i) a judgment of conviction against the
Participant for a crime involving the Plan; (ii) a civil judgment (including a
consent order or decree) entered by a court in an action brought against the
Participant in connection with a violation (or alleged violation) of the
fiduciary provisions of part 4 of subtitle B of title I of ERISA; or (iii) a
settlement agreement between the Department of Labor or the Pension Benefit
Guaranty Corporation and the Participant in connection with a violation (or
alleged violation) of the fiduciary provisions of ERISA.

                  (b)      Any such judgment, order, decree or settlement
agreement must expressly provide for the offset of all or part of the amount
ordered or required to be paid to the Plan from the Participant's benefits
under the Plan.

                  (c)      In the case of a married Participant to whom the
survivor annuity requirements of Section 401(a)(11) of the Code apply, no
offset shall be made under this section unless the written consent of the
Participant's spouse, witnessed by a notary public or a representative of the
Plan, has been obtained or it has been established to the satisfaction of the
Administrator that such consent cannot be obtained because the Participant has
no spouse, because the spouse cannot be located, or because of such other
circumstances as may be prescribed in Regulations under Section 417 of the Code.

                                   ARTICLE 15
                                   ----------

                         Affiliated Employer Provisions
                         ------------------------------

         15.1     Affiliated Employer Requirements. (a) For purposes of
                  --------------------------------
Section 2.4 and the other provisions of the Plan in which such term appears,
"Affiliated Employers" means the Employer and all corporations, partnerships,
trades or businesses (whether or not incorporated) which constitute a
controlled group of corporations with the Employer, a group of trades or
businesses under common control with the Employer, an affiliated service group
or other controlled group, within the meaning of Section 414(b), Section
414(c), Section 414(m) or Section 414(o), respectively, of the Code. For
purposes of the limitations on benefits in Article 5, "Affiliated Employers"
means the Employer and all corporations, partnerships, trades or businesses
(whether or not incorporated) which constitute a controlled group of
corporations with the Employer or a group of trades or businesses under common
control with the Employer, within the meaning of Section 414(b) or Section
414(c) of the Code, as modified by Section 415(h) of the Code, or

                                      40

<PAGE>

which constitute an affiliated service group or other controlled group within
the meaning of Section 414(m) or Section 414(o) of the Code.

                  (b)      In furtherance and not in limitation of the other
provisions of this Plan, all service of an Employee with any one or more of the
Affiliated Employers (after such entity has become an Affiliated Employer) shall
be treated as employment by the Employer for purposes of determining the
Employee's Hours of Service, eligibility to become a Participant under Article
3, and the limitations on benefits in Article 5. The transfer of employment by
an Employee to another Affiliated Employer shall not be a Retirement or other
separation from service with the Employer for purposes of the Plan.

                  (c)      In addition to those corporations, partnerships,
trades or businesses that constitute Affiliated Employers under subsection (a),
the Employer may from time to time designate other corporations, partnerships,
trades or businesses as Affiliated Employers for any or all purposes of this
Plan, but only if such other corporations, partnerships, trades or businesses
are affiliated with one or more other Affiliated Employers through joint
ownership, continuing or recurring contractual relationships, or otherwise, and
such designation does not discriminate in favor of Highly Compensated
Employees. The Employer may remove any such other corporation, partnership,
trade or business from the status of an Affiliated Employer at any time, but
only if any such removal does not have the effect of reducing the vested
Accrued Benefit of any Participant, Former Participant or Beneficiary.

         15.2     Adoption of Plan by Affiliated Employer. With the written
                  ---------------------------------------
approval of the Employer, an Affiliated Employer may become a Participating
Employer by adopting the Plan for the benefit of its employees. In the event of
such adoption, the Affiliated Employer shall by appropriate written
instruments(s) join in the Plan and the Trust Agreement, and the provisions of
the Plan shall be construed as necessary to account for participation herein by
the Affiliated Employer and its employees. No Affiliated Employer shall be, or
have the power to designate, the Administrator of the Plan, nor shall it have
the power to amend or terminate the Plan or the Trust Agreement, nor shall it
have any of the other powers, duties or responsibilities of the Employer, such
powers as set forth herein being hereby reserved exclusively to the Employer.

         15.3     Withdrawal from Plan. With the approval of the sponsoring
                  --------------------
Employer, any Participating Employer may at any time withdraw from the Plan upon
thirty (30) days written notice of its intention to withdraw. The sponsoring
Employer may at any time revoke the Plan participation of any Participating
Employer upon giving such Participating Employer and the Trustee at least thirty
(30) days written notice, in the form of a certificate of vote by its board of
directors, of the effective date of such revocation. In the event of such
withdrawal or revocation, the Administrator shall in its sole discretion either:

                  (a)      direct the Trustee to make such current or deferred
distribution to the Participants affected by such withdrawal or revocation as
it should deem appropriate and in accordance with the Plan; or

                                      41

<PAGE>

                  (b)      direct that the portion of the Trust allocable to
such affected Participants be transferred to a trust fund or group contract
which is qualified and exempt under the applicable provisions of the Code, for
purposes of providing equal or greater benefits for such Participants.

                                   ARTICLE 16
                                   ----------

                            Top-heavy Plan Provisions
                            -------------------------

         16.1     Definitions. For purposes of this Article:
                  -----------

                  (a)      (i)    "Top-heavy plan" means this Plan for any Plan
in which, as of the determination date:

                                  (A) it is not included in an aggregation group
                  and the sum of the present value of the accrued benefits of
                  key employees exceeds 60% of the sum of the present value of
                  all of the accrued benefits under the Plan, or

                                  (B)    it is required to be included in a
                  top-heavy group.

                           (ii)   Except as otherwise provided in paragraph
(iii), paragraph (i)(A) shall be applied by taking into account distributions
made to any employee or beneficiary during the five-year period ending on the
determination date and any amount distributed under a terminated plan which
would have been required to be included in the aggregation group.

                  (iii)    Paragraph (i)(A) shall be applied by disregarding:

                                  (A)    deductible voluntary contributions;

                                  (B)    the accrued benefit of a former key
                  employee (or the beneficiary of a former key employee) for all
                  Plan Years after ceasing to be a key employee;

                                  (C)    the accrued benefit of an individual
                  who has not performed services for an Affiliated Employer at
                  any time during the five-year period ending on the
                  determination date;

                                  (D)    any accrued benefit attributable to
                  employer contributions rolled over or transferred on behalf of
                  an individual after which contributions were originally made
                  to a qualified retirement plan maintained by an employer other
                  than an Affiliated Employer or were otherwise rolled over or
                  transferred into the Trust Fund at the direction of the
                  individual; and

                                  (E)    benefits paid on account of death, to
                  the extent such benefits exceed the individual's accrued
                  benefit immediately before death.

                                      42

<PAGE>

The accrued benefit of an individual that has been disregarded under
subparagraph (C) shall be taken into account on the determination date next
following the date on which such individual again performs services for an
Affiliated Employer.

                  (b)      "Top-heavy group" means the aggregation group which,
if viewed as a single plan, would be a top-heavy plan. For purposes of the
preceding sentence, the determination of the present value of an accrued benefit
shall be based only on the interest rate and mortality tables used by the
defined benefit retirement plan under which such benefit accrued. In determining
whether the aggregation group is top-heavy, the accrued benefits or the account
balances of all plans shall be valued as of the determination dates for such
plans that fall within the same calendar year. The accrued benefit of any
non-key employee shall be determined under the method, if any, that uniformly
applies for accrual purposes under all defined benefit plans maintained by the
aggregation group or, if there is no such method, as if such benefit accrued not
more rapidly than under the slowest accrual rate permitted under the fractional
accrual rule of Section 411(b)(1)(C) of the Code.

                  (c)     "Determination date" means, for this Plan and any
other plan included in the aggregation group, the last day of such plan's
preceding plan year, or in the case of the first plan year of the plan, the
last day of such plan year.

                  (d)      (i)    "Aggregation group" means:

                                  (A)    Each qualified defined benefit and
                  defined contribution retirement plan of the Affiliated
                  Employers in which a key employee is or was a participant
                  within the period of five Plan Years ending on the
                  determination date;

                                  (B)    Each other qualified defined benefit
                  and defined contribution retirement plan of the Affiliated
                  Employers that enables any plan described in subparagraph (A)
                  to meet the qualification requirements of the Code; and

                                  (C)    All other qualified defined benefit or
                  defined contribution retirement plans of the Affiliated
                  Employers elected by the Administrator that do not cause the
                  aggregation group to violate the qualification requirements of
                  the Code.

                           (ii)   For purposes of this subsection, a qualified
retirement plan shall include frozen plans and any terminated plans that were
maintained within the period of five Plan Years ending on the determination
date.

                  (e)      (i)    "Key employee" means an employee who, at any
time during the Plan Year containing the determination date, or during any of
the four Plan Years preceding such Plan Year, was:

                                      43

<PAGE>

                                  (A) An officer of an Affiliated Employer whose
                  earnings exceed 50% of the dollar limitation described in Code
                  Section 415(b)(1)(A), as adjusted under Code Section 415(d);

                                  (B)    An employee or a self-employed
                  individual, as described in Section 401(c)(1) of the Code,
                  having earnings from the Affiliated Employers exceeding the
                  dollar limitation in effect under Section 415(c)(1)(A) of the
                  Code for the calendar year in which the Plan Year ends and
                  owning an interest in the Affiliated Employers that is both
                  more than a one-half percent interest in value and one of the
                  ten largest interests in the Affiliated Employers;

                                  (C)    An owner of more than a 5% interest in
an Affiliated Employer; or

                                  (D)    An owner of more than a 1% interest in
                  an Affiliated Employer whose earnings from the Affiliated
                  Employers exceed $150,000 for the Plan Year.

                           (ii)   For purposes of this subsection, the term
"employee" includes a terminated, retired, disabled, deceased or part-time
employee, and a leased employee within the meaning of Code Section 414(n)(2). A
Beneficiary of an individual described in this subsection shall be considered a
key employee.

                           (iii)  For purposes of paragraph (i)(A), if there are
more than three officers of the Affiliated Employers, no more than 10% of all
employees of the Affiliated Employers, based on the highest number of employees
within the five Plan Years preceding the determination date, to a maximum of
50, shall be treated as officers. Individuals performing executive functions
for a sole proprietorship, partnership, association or trust that is an
Affiliated Employer shall be treated as officers.

                           (iv)   For purposes of paragraph (i)(B), if two
employees or self-employed individuals have the same ownership interest in an
Affiliated Employer, the employee or self-employed individual having the larger
annual earnings for the Plan Year during any part of which such ownership
interest existed shall be treated as having the larger ownership interest.

                           (v)    In determining ownership, the constructive
ownership provisions of Section 318 of the Code shall apply, but the
aggregation rules of Section 414(b), (c), (m) and (o) of the Code shall not
apply.

                  (f)      "Non-key employee" means an employee who is not a key
employee.

                  (g)      "Earnings" means earnings as defined in Section
5.1(b). Except for purposes of determining status as a key employee under
subsection (e), an individual's earnings for any year shall be deemed not to
exceed $150, as adjusted under Section 401(a)(17) of the Code.

                                      44

<PAGE>

                  (h)      "Average earnings" means the average of a
Participant's earnings for the five consecutive years of service which produce
the highest average. In determining average earnings, any year in the five
consecutive year period in which a year of service was not earned shall not be
counted. If a Participant has completed less than five years of service, the
average of the earnings for all years of service shall be used. Earnings
received for years of service beginning after the close of the last Plan Year
in which the Plan is top-heavy shall be disregarded.

                  (i)      "Year(s) of service" means the period of service used
to determine the vested percentage of a Participant's benefits under a defined
benefit or defined contribution retirement plan of an Affiliated Employer.

         16.2     When Provisions Apply. Except where provided otherwise, the
                  ---------------------
following sections of this Article shall apply for any Plan Year during which
this Plan is a top-heavy plan.

         16.3     Minimum Benefits. (a) Subject to subsection (b), each non-key
                  ----------------
employee who is a Participant during the applicable Plan Year shall be entitled
to an annual retirement benefit (expressed as a single life annuity beginning at
the normal retirement date with no ancillary benefits) derived from employer
contributions equal to the lesser of (1) 20% of average earnings, or (2) 2% of
average earnings multiplied by the number of his or her years of service. For
purposes of the preceding sentence, only those years of service which include
the last day of a Plan Year during which this Plan is a top-heavy plan shall be
taken into account. This subsection shall be disregarded for any Plan Year in
which its application would reduce the accrued benefit of any Participant.

                  (b)      If a non-key employee participates in two or more
top-heavy defined benefit retirement plans of the Affiliated Employers, the
minimum benefit requirements of subsection (a) may be met by combining the
benefits provided under such plans. If during any Plan Year a non-key employee
participates in one or more top-heavy defined benefit retirement plans and one
or more top-heavy defined contribution retirement plans of the Affiliated
Employers, such non-key employee shall receive, in lieu of the benefit required
by subsection (a), combined accruals and allocations provided under such defined
benefit and defined contribution retirement plans comparable to the benefit
required by subsection (a). For purposes of satisfying the requirements of this
section, employer contributions on behalf of non-key employees attributable to
amounts deferred under an arrangement described in Section 401(k) of the Code
shall not be taken into account, and employer matching contributions allocated
to a non-key employee that are used to satisfy the requirements of Section
401(k) or 401(m) of the Code shall not be treated as employer contributions.

         16.4     Adjustments to Code Section 415 Annual Benefits Limits.
                  ------------------------------------------------------

                  (a)      This section shall not apply after December 31, 1999.

                                      45

<PAGE>

                  (b)      If the Plan would be a top-heavy plan if "90%" were
substituted for "60%" in Section 16.1(a)(i)(A), the dollar limitation described
in Section 5.3(c)(i) and (d)(i) shall not be multiplied by 125% but shall be
multiplied by 100%.

         16.5     Eligibility for Top-Heavy Minimum Benefit. The eligibility of
                  -----------------------------------------
a non-key employee who is a Participant in the Plan for a minimum benefit under
Section 16.3 shall be determined without regard to employment on a specified
date or exclusion from participation or failure to accrue a benefit by reason
of compensation being less than a stated amount or failure to make mandatory
contributions.

                                      46

<PAGE>

                                   ARTICLE 17
                                   ----------
                                  Miscellaneous
                                  -------------

         17.1     Rights of Employees. The adoption and maintenance of the Plan
                  -------------------
and the Trust shall not be deemed to be a contract between an Affiliated
Employer and any Employee. Nothing herein contained shall be deemed to give any
Employee the right to be retained in the employ of an Affiliated Employer or to
diminish the right of an Affiliated Employer to discharge any Employee at any
time, nor shall it be deemed to give an Affiliated Employer the right to
require any Employee to remain in its employ or interfere with the Employee's
right to terminate his employment at any time.

         17.2     Obligation of the Affiliated Employers. All benefits payable
                  --------------------------------------
under the Plan shall be paid or provided for solely from the Trust Fund and
neither an Affiliated Employer nor the Trustee assumes any personal liability
or responsibility therefor.

         17.3     Action by the Employer. Whenever, under the terms of this
                  ----------------------
Plan, the Employer is permitted or required to do or perform any act or thing,
it shall be done or performed by an officer thereunto duly authorized by the
Board.

         17.4     Liability of Employer. The only duty of the Employer hereunder
                  ---------------------
shall be to use reasonable care in the selection of the Administrator and the
Trustee. Subject to its agreement to indemnify the Administrator as provided in
Section 10.5 and the Trustee to the extent provided in the Trust Agreement,
neither the Employer nor any person acting on behalf of the Employer shall be
liable for any act or omission on the part of the Trustee, or for any act
performed or the failure to perform any act by any person with respect to the
Plan or the Trust.

         17.5     Bonding. Each fiduciary (as defined in Section 3(21) of ERISA)
                  -------
with respect to the Plan shall be bonded in the manner and to the extent
required by Section 412 of ERISA and regulations thereunder.

         17.6     Construction. (a) The provisions of the Plan shall be
                  ------------
construed, administered and enforced according to the laws of the United States
of America insofar as they may be applicable, and otherwise according to the
laws of the Commonwealth of Massachusetts.

                  (b)      The masculine gender shall include both sexes; and
the singular shall include the plural and the plural the singular, unless the
context otherwise requires.

                  (c)      Any provision of the Plan or the Trust Agreement
susceptible to more than one interpretation shall be interpreted in a manner
that is consistent with the Plan and the Trust being an employees' plan and
trust within the meaning of Sections 401(a) and 501 of the Code.

                                      47

<PAGE>

                  (d)      In any question of interpretation or other matter of
doubt, the Trustee, the Administrator and the Employer may rely upon the legal
opinion of counsel for the Employer or any other attorney designated by the
Employer.

         17.7     Titles. The titles of the Articles and sections hereof are
                  ------
included for convenience only and shall not be construed as part of the Plan or
as in any respect affecting or modifying its provisions. Such words in this Plan
as "herein," "hereinafter," "hereof" and "hereunder" refer to this instrument as
a whole and not merely to the subdivision in which such words appear.

         17.8     Counterparts. This Plan may be executed in multiple
                  ------------
counterparts and each fully executed counterpart shall be deemed an original.

         17.9     Military Leave. Effective December 12, 1994, notwithstanding
                  --------------
any provision of the Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service shall be provided in
accordance with Section 414(u) of the Code.

                                   * * * * *

         IN WITNESS WHEREOF, Joseph E. Cresci
                             ---------------------------------------------------
has caused this instrument to be duly executed in its name and on its behalf
this 12th day of February                        , 2002
     ----        --------------------------------

                                             ENVIRONMENTAL POWER CORPORATION

                                             By:  /s/ Joseph E. Cresci
                                                  ------------------------------
                                                  Title: Chief Executive Officer
ATTEST:

   William D. Linehan
---------------------------------

                                      48