

<PAGE>

                                                        




                            I. C. ISAACS

                            PENSION PLAN


<PAGE>

                          TABLE OF CONTENTS


ARTICLE 1
DEFINITIONS
    1.01  ACCRUED BENEFIT..........................................   2
    1.02  ACTURIAL EQUIVALENT (EQUIVALENCE).........................  2
    1.03  ANNIVERSARY DATE.........................................   3
    1.04  ANNUAL ADDITIONS.........................................   3
    1.05  ANNUAL BENEFIT...........................................   3
    1.06  ANNUITY STARTING DATE....................................   3
    1.07  APPLICABLE LIFE EXPECTANCY...............................   3
    1.08  AVERAGE ANNUAL COMPENSATION..............................   4
    1.09  BENEFICIARY..............................................   4
    1.10  BREAK IN SERVICE.........................................   4
    1.11  CODE.....................................................   4
    1.12  COMPENSATION.............................................   4
    1.13  DEFINED BENEFIT PLAN.....................................   5
    1.14  DEFINED BENEFIT DOLLAR LIMITATION........................   5
    1.15  DEFINED BENEFIT (PLAN) FRACTION..........................   5
    1.16  DEFINED CONTRIBUTION PLAN................................   5
    1.17  DEFINED CONTRIBUTION (PLAN) FRACTION.....................   5
    1.18  DISABILITY...............................................   6
    1.19  DISTRIBUTION CALENDAR YEAR...............................   6
    1.20  EARLIEST RETIREMENT AGE..................................   6
    1.21  EARLY RETIREMENT AGE.....................................   6
    1.22  EARNED INCOME............................................   6
    1.23  EFFECTIVE DATE...........................................   6
    1.24  ELECTION PERIOD..........................................   6
    1.25  EMPLOYEE.................................................   6
    1.26  EMPLOYER.................................................   6
    1.27  ENTRY DATE...............................................   7
    1.28  FAMILY MEMBER............................................   7
    1.29  FIRST DISTRIBUTION CALENDAR YEAR.........................   7
    1.30  FUND.....................................................   7
    1.31  HIGHEST AVERAGE COMPENSATION.............................   7
    1.32  HIGHLY COMPENSATED EMPLOYEE..............................   7
    1.33  HOUR OF SERVICE..........................................   8
    1.34  JOINT AND SURVIVOR ANNUITY...............................   9
    1.35  KEY EMPLOYEE.............................................   9
    1.36  LEASED EMPLOYEE..........................................   9
    1.37  LIMITATION YEAR..........................................   9
    1.38  MAXIMUM PERMISSIBLE AMOUNT...............................   9
    1.39  NORMAL RETIREMENT AGE....................................   9
    1.40  NORMAL RETIREMENT BENEFIT................................  10
    1.41  NORMAL RETIREMENT DATE...................................  10
    1.42  OWNER-EMPLOYEE...........................................  10
    1.43  PARTICIPANT..............................................  10
    1.44  PERMISSIVE AGGREGATION GROUP.............................  10
    1.45  PLAN.....................................................  10
    1.46  PLAN ADMINISTRATOR.......................................  10
    1.47  PLAN YEAR................................................  10
    1.48  PROJECTED ANNUAL BENEFIT.................................  10
    1.49  QUALIFIED DEFERRED COMPENSATION PLAN.....................  10
    1.50  QUALIFIED DOMESTIC RELATIONS ORDER (QDRO)................  10
    1.51  QUALIFIED EARLY RETIREMENT AGE...........................  10
    1.52  QUALIFIED JOINT AND SURVIVOR ANNUITY.....................  11
    1.53  REQUIRED AGGREGATION GROUP...............................  11
    
    
    

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    1.54  REQUIRED BEGINNING DATE..................................  11
    1.55  ROLLOVER CONTRIBUTION....................................  11
    1.56  SELF-EMPLOYED INDIVIDUAL.................................  11
    1.57  SERVICE..................................................  11
    1.58  SHAREHOLDER-EMPLOYEE.....................................  11
    1.59  SIMPLIFIED EMPLOYEE PENSION PLAN (SEP)..................  11
    1.60  SOCIAL SECURITY RETIREMENT AGE...........................  11
    1.61  SPONSOR..................................................  11
    1.62  SPOUSE (SURVIVING SPOUSE)................................  11
    1.63  SUPER TOP-HEAVY PLAN.....................................  12
    1.64  TOP-HEAVY DETERMINATION DATE.............................  12
    1.65  TOP-HEAVY PLAN...........................................  12
    1.66  TOP-HEAVY RATIO..........................................  12
    1.67  TOP-PAID GROUP...........................................  13
    1.68  TRANSFER CONTRIBUTION....................................  13
    1.69  TRUSTEES.................................................  13
    1.70  VALUATION DATE...........................................  13
    1.71  VESTED ACCRUED BENEFIT...................................  13
    1.72  VOLUNTARY CONTRIBUTION...................................  13
    1.73  WELFARE BENEFIT FUND.....................................  13
    1.74  YEAR OF CREDITED SERVICE.................................  14
    1.75  YEAR OF SERVICE..........................................  14
    
    
ARTICLE 2
ELIGIBILITY REQUIREMENTS
    2.01  PARTICIPATION............................................  15
    2.02  EMPLOYMENT RIGHTS........................................  15
    2.03  SERVICE WITH CONTROLLED GROUPS...........................  15
    2.04  OWNER-EMPLOYEES..........................................  16
    2.05  LEASED EMPLOYEES.........................................  16
    2.06  CESSATION OF PARTICIPATION...............................  16
    2.07  WAIVER OF PARTICIPATION..................................  16
    
ARTICLE 3
EMPLOYER CONTRIBUTIONS
    3.01  AMOUNT...................................................  17
    3.02  EXPENSES AND FEES........................................  17
    3.03  RESPONSIBILITY FOR CONTRIBUTIONS.........................  17
    3.04  RETURN OF CONTRIBUTIONS..................................  17
    
ARTICLE 4
EMPLOYEE CONTRIBUTIONS, ROLLOVERS AND TRANSFERS
    4.01  VOLUNTARY CONTRIBUTIONS..................................  18
    4.02  ROLLOVER CONTRIBUTIONS...................................  18
    4.03  TRANSFER CONTRIBUTIONS...................................  18
    4.04  SEPARATE ACCOUNTS........................................  18
    4.05  ADJUSTMENTS TO PARTICIPANT ACCOUNTS......................  19
    4.06  NONFORFEITABILITY........................................  19
    4.07  IN-SERVICE WITHDRAWALS...................................  19
    4.08  WITHDRAWAL ON TERMINATION OF EMPLOYMENT..................  19
    4.09  WITHDRAWAL ON DEATH......................................  20
    4.10  EMPLOYEE INVESTMENT DIRECTION............................  20
    
ARTICLE 5
RETIREMENT BENEFITS
    5.01  BENEFIT AT NORMAL RETIREMENT.............................  21
    5.02  LATE RETIREMENT BENEFIT..................................  22
    5.03  DISABILITY RETIREMENT BENEFIT............................  22
    5.04  DEFINITE BENEFIT REQUIREMENTS............................  24
    
    
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    5.05  EARLY RETIREMENT BENEFIT.................................  24
    5.06  CASH-OUT OF RETIREMENT BENEFITS..........................  24
    5.07  IMMEDIATELY DISTRIBUTABLE BENEFITS.......................  24
    5.08  FORM OF PAYMENT..........................................  25
    5.09  OPTIONAL FORMS OF PAYMENT................................  25
    5.10  COMMENCEMENT OF BENEFITS.................................. 25
    5.11  IN-SERVICE WITHDRAWALS NOT PERMITTED.....................  26
    5.12  CLAIMS PROCEDURES........................................  26
    5.13  DIRECT ROLLOVERS.........................................  26
    
ARTICLE 6
DISTRIBUTION REQUIREMENTS
    6.01  PAYMENT SUBJECT TO JOINT AND SURVIVOR PROVISIONS.........  28
    6.02  MINIMUM DISTRIBUTION REQUIREMENTS........................  28
    6.03  LIMIT ON DISTRIBUTION PERIODS............................  28
    6.04  DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR......  28
    6.05  REQUIRED BEGINNING DATE..................................  30
    6.06  DESIGNATION OF BENEFICIARY FOR DEATH BENEFIT.............  30
    6.07  DEATH AFTER COMMENCEMENT OF BENEFITS.....................  30
    6.08  DEATH PRIOR TO COMMENCEMENT OF BENEFITS..................  30
    6.09  CALCULATION OF LIFE EXPECTANCY...........................  31
    6.10  BENEFICIARY ELECTION OF DISTRIBUTION METHOD..............  31
    6.11  PAYMENTS TO A CHILD OF A PARTICIPANT.....................  31
    6.12  DEEMED DISTRIBUTION STARTING DATE........................  31
    6.13  TRANSITIONAL RULES.......................................  31
    
ARTICLE 7
JOINT AND SURVIVOR AND DEATH BENEFIT REQUIREMENTS
    7.01  PRECEDENCE OVER CONFLICTING PROVISIONS...................  33
    7.02  PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY..........  33
    7.03  DEATH BENEFIT PRIOR TO COMMENCEMENT OF BENEFITS........... 33
    7.04  QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY................  33
    7.05  QUALIFIED ELECTION.......................................  34
    7.06  NOTICE REQUIREMENTS FOR JOINT AND SURVIVOR ANNUITY.......  35
    7.07  NOTICE REQUIREMENTS FOR PRE-RETIREMENT SURVIVOR ANNUITY..  35
    
ARTICLE 8
VESTING OF BENEFITS
    8.01  EMPLOYER PAID BENEFITS...................................  36
    8.02  CALCULATING VESTING BENEFIT..............................  36
    8.03  PAYMENT OF VESTED BENEFITS...............................  37
    8.04  REINSTATEMENT OF BENEFITS................................  37
    8.05  FORFEITURES..............................................  37
    
ARTICLE 9
LIMITATIONS ON BENEFITS
    9.01  PARTICIPATION IN THIS PLAN...............................  38
    9.02  PARTICIPATION IN MULTIPLE PLANS..........................  38
    9.03  DEFINITIONS..............................................  39
    
ARTICLE 10
ADMINISTRATION
    10.01  PLAN ADMINISTRATOR......................................  43
    10.02  TRUSTEES................................................  43
    10.03  FEES AND EXPENSES.......................................  44
    10.04  DIVISION OF DUTIES AND INDEMNIFICATION..................  44
    
    
    
    
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ARTICLE 11
TRUST FUND
    11.01  THE FUND................................................  46
    11.02  CONTROL OF PLAN ASSETS..................................  46
    11.03  EXCLUSIVE BENEFIT RULES.................................  46
    11.04  ASSIGNMENT AND ALIENATION OF BENEFITS...................  46
    11.05  QUALIFIED DOMESTIC RELATIONS ORDER......................  46
    
ARTICLE 12
INVESTMENTS
    12.01  FIDUCIARY STANDARDS.....................................  48
    12.02  FUNDING ARRANGEMENT.....................................  48
    12.03  INVESTMENT ALTERNATIVES.................................  48
    12.04  PARTICIPANT LOANS.......................................  49
    12.05  EMPLOYER INVESTMENT DIRECTION...........................  49
    
ARTICLE 13
TOP-HEAVY PROVISIONS
    13.01  APPLICABILITY OF RULES..................................  51
    13.02  MINIMUM BENEFIT.........................................  51
    13.03  LIMITATIONS ON BENEFITS.................................  52
    13.04  MINIMUM VESTING.........................................  52
    
ARTICLE 14
AMENDMENT BY SPONSOR
    14.01  AMENDMENT BY SPONSOR....................................  53
    14.02  AMENDMENT BY EMPLOYER...................................  53
    14.03  TERMINATION.............................................  53
    14.04  ALLOCATION OF ASSETS UPON TERMINATION...................  53
    14.05  EARLY TERMINATION PROVISIONS............................  54
    
ARTICLE 15
MISCELLANEOUS PROVISIONS
    15.01  INABILITY TO ACT........................................  57
    15.02  QUALIFICATION OF EMPLOYER'S PARTICIPATION IN PLAN.......  57
    15.03  MERGERS AND CONSOLIDATIONS..............................  57
    15.04  QUALIFICATIONS OF PLAN..................................  57
    15.05  GOVERNING LAW...........................................  57
    15.06  HEADINGS AND SUBHEADINGS................................  57
    15.07  PLAN SUBJECT TO SEPARATE TRUST AGREEMENT................  57

<PAGE>



                                 I.C. ISAACS
                                 PENSION PLAN


     THIS AGREEMENT is made and entered into this 23rd day of Dec., 1994, by 
                                                  ----        ---   ----
I.C. ISAACS & COMPANY, L.P. (hereafter called the Sponsor).


                                  WITNESSETH;

     WHEREAS, the Sponsor previously established the I.C. Isaacs Pension Plan 
(hereafter called the Plan), effective December 1, 1953, for the exclusive 
benefit of the Employees of the Employer and their Beneficiaries in order to 
provide retirement and other incidental benefits to such Employees and 
Beneficiaries, thereby supplementing their social security benefits; and

     WHEREAS, the Sponsor believes that continued contributions to the Plan 
will help to strengthen the bonds of loyalty and mutual understanding that 
have existed between the Employer and its employees, thereby making possible 
the continued growth of its business; and

     WHEREAS, in accordance with the terms of the Plan, the Sponsor has the 
ability at any time, and from time to time, to amend the Plan;

     NOW, THEREFORE, the Sponsor amends and restates the Plan in its entirety 
to comply with all applicable statutes, including the employee Retirement 
Income Security Act of 1974 (ERISA), the Tax Equity and Fiscal 
Responsibility Act of 1982, the Tax Reform Act of 1984, the Retirement Equity 
Act of 1984, the Tax Reform Act of 1986, the Omnibus Budget Reconciliation 
Acts of 1986 and 1987, the Technical and Miscellaneous Revenue Act of 1988, 
and the Revenue Reconciliation Act of 1989, said amendment and restatement to 
be effective as of January 1, 1989, except as otherwise noted herein and with 
respect to the following provisions which shall be effective as of the dates 
shown or referenced: (1) Leased Employees-for Service performed after December 
31, 1986; (2) Definition of Annual Additions-for LImitation Years beginning 
after December 31, 1986; (3) Section 9.03(g)-for Limitation Years beginning 
after December 31, 1986; and (4) Provisions more restrictive than those 
contained in the Deficit Reduction and Retirement Equity Act of 1984 and the 
temporary Retirement Equity Act regulations-for Plan Years beginning after 
the dates specified in the Tax Reform Act of 1986:

<PAGE>                                       
                                   ARTICLE 1
                                  DEFINITIONS


1.01  ACCRUED BENEFIT:  The benefit amount earned by a Participant as of a 
      specified date as determined under Section 5.01.  The accrual computation
      period computing a Participant's Accrued Benefit shall be the Plan Year.
      A Participant's Accrued Benefit shall be reduced or offset by the 
      Actuarial Equivalent of (i) any Plan benefits previously paid, and 
      (ii) to the extent such benefits are attributable to concurrent periods
      of Service, any benefit entitlement from any other Defined Benefit Plan
      sponsored by or contributed to by the Employer.  A Participant who is 
      employed on the last day of the Plan Year and who completes a Year of 
      Service will accrue a benefit under the Plan for such Plan Year.  Any 
      other Participant who terminates employment during the Plan Year will
      accrue a benefit for each month in which he or she is credited with one
      Hour of Service.  In addition, to the extent necessary to satisfy the
      minimum coverage requirements of Code Section 410(b) or the minimum
      participation requirements of Code Section 401(a)(26) for a Plan Year,
      a Year of Credited Service shall also be credited for purposes of 
      determining Accrued Benefits for such Plan Year for:

     (a)     Participants who have completed more than 500 Hours of Service, 
             but less than a Year of Service, during the Plan Year and are 
             employed by the Employer on the last day of the Plan Year of
             reference, if necessary, and

    (b)      Participants who have completed more than 500 Hours of Service,
             but less than a Year of Service, during the Plan Year in the 
             order of those Participants with the lowest Compensation first,
             if necessary, and
 
    (c)      Any additional Participants determined by the Plan Administrator
             under any other non-discriminatory method, including any Employee
             who has waived further benefit accruals or waived participation 
             in the Plan.

     
      Notwithstanding any other provision in the Plan, each Section 
      401(a)(17) Employee's Accrued Benefit will be the greater of (a) such
      Employee's Accrued Benefit as of the last day of the last plan year
      beginning before January 1, 1994, frozen in accordance with regulation
      1.401(a)(4)-13, and (b) such Employee's Accrued Benefit determined with
      respect to the benefit formula applicable for the Plan Year beginning on
      or after January 1, 1994, as applied to the Employee's total Years of
      Service taken into account under the Plan for purposes of benefit 
      accruals.  A Section 401(a)(17) Employee means an Employee whose 
      current Accrued Benefit as of a date on or after the first day of the 
      first Plan Year beginning on or after January 1, 1994 is based on 
      Compensation for a year beginning prior to the first day of the first
      Plan Year beginning on or after January 1, 1994 that exceeded $150,000.


1.02  ACTUARIAL EQUIVALENT (EQUIVALENCE):  A benefit having the same value on 
      the date payment commences as another stated benefit, determined on the 
      basis of the tables and factors in Exhibit B attached hereto and by 
      reference made a part hereof; or, in the case of benefits paid in a lump
      sum, the Code Section 417(e) interest rates, as in effect on the first
      business day of the month during which the lump sum benefit is computed
      to be payable, whichever produces the greater benefit.

     The Code Section 417(e) interest rate is the applicable interest rate.  
     The applicable interest rate is the interest rate which would be used (as
     of either the date on which benefits are computed to be payable, or the 
     first day of the Plan Year which contains the Annuity Starting Date) by
     the Pension Benefit Guaranty.

                                        2
<PAGE> 

     Corporation for a trusteed single-employer plan to value a benefit upon
     termination of an insufficient trusteed single-employer plan.  The Code
     Section 417(e) interest rate limitations shall apply to distributions in
     Plan Years beginning after 1984.  Notwithstanding the foregoing, the Code
     Section 417(e) interest rate limitations shall not apply to any 
     distributions commencing in Plan Years beginning before 1987, if such
     distributions were determined in accordance with the interest rate(s) as
     required by Regulation Section 1.417(e)-1T(e) (including the PBGC 
     immediate interest rate).

     The Actuarial Equivalent of an Accrued Benefit shall be determined as of 
     the first day of the month coincident with or next following the date of
     determination or the actual commencement of benefits, on the basis of the
     payee's nearest age in years or actual age in years and months 
     consistently determined as of such applicable date.  If a benefit is 
     payable one month or more subsequent to the date of initial 
     determination, it shall either be adjusted for interest to the date of
     actual distribution, or reevaluated based on the payee's then current 
     age, as determined by the Plan Administrator on a nondiscriminatory basis.
     In the event of a change in the definition of Actuarial Equivalent, in no
     event shall the lump sum Actuarial Equivalent of a Participant's Accrued 
     Benefit determined on the date of benefit commences be less than the 
     Actuarial Equivalent value of the Accrued Benefit as determined one day 
     prior to the date of such change (but without regard to any changes in 
     interest rates under Code Section 417(e) as used by the Pension Benefit
     Guaranty Corporation), based on the terms of the Plan as in effect on 
     such day.  If a Participant's Accrued Benefit is payable at any time 
     prior to his or her Early or Normal Retirement Age or in a form other 
     than the Normal Retirement Benefit, it shall be adjusted to reflect
     the Actuarial Equivalent of such amount as of the first day of the month
     coincident with or next following the actual commencement of benefits, on
     the basis of the Participant's age as of such applicable date.

     Nothing contained in this Section 1.02 shall have the effect of reducing
     the Accrued Benefit of any Employee who was a Participant in the Plan on
     May 1, 1986 below the amount computed under the terms of the Plan as in
     effect as if the Participant had separated from Service on the last day 
     of the Plan Year which began prior to January 1, 1987.  In determining 
     the amount of the Accrued Benefit, any change in the terms and conditions
     of the Plan after May 5, 1986 and any cost of living adjustment occurring
     after May 5, 1986 shall be disregarded.

1.03  ANNIVERSARY DATE:  January 1st of each Plan Year.

1.04  ANNUAL ADDITIONS:  See Section 9.03

1.05  ANNUAL BENEFIT:  See Section 9.03

1.06  ANNUITY STARTING DATE:  Used in conjunction with the Qualified Joint and
      Survivor Annuity requirements, it is the first day of the first period
      for which a benefit amount is paid as an annuity or in any other form.

1.07  APPLICABLE LIFE EXPECTANCY:  Used in determining the required minimum
      distribution.  The life expectancy (or joint and last survivor 
      expectancy) calculated using the attained age of the Participant (or
      Beneficiary) as of the Participant's (or Beneficiary's) birthday in the
      applicable calendar year reduced by one for each calendar year which has
      elapsed since the date life expectancy was first calculated.  If life 
      expectancy is being recalculated, the Applicable Life Expectancy shall 
      be the life expectancy as so recalculated.

                                        3


<PAGE>

1.08  AVERAGE ANNUAL COMPENSATION:  A Participant's annual Compensation 
      averaged over the highest 5 consecutive Plan Years ending with his or 
      her Normal Retirement Age or actual retirement if later, or if earlier 
      the date on which he or she last ceased to be an active Participant.  
      For a Participant with less than the required number of consecutive 
      years the average of the actual number of consecutive years shall be 
      used.  In the event a Participant is employed or is covered under the 
      Plan for less than the full accounting period for determining 
      Compensation, Average Annual Compensation shall be counted (without 
      analyzing) if such Participant qualifies for a Year of Service or a 
      Year of Credited Service.

1.09  BENEFICIARY:  The individual who is designated as the Beneficiary under 
      the Plan in accordance with Code Section 401(a)(9) and the 
      regulations thereunder.  Subject to Article 7 and Section 7.07, a 
      Participant may designate, in writing, a Beneficiary to receive the 
      benefits payable in the event of his or her death, and may designate a 
      secondary Beneficiary to receive any benefits payable in the event the 
      primary Beneficiary predeceases the Participant. A Participant's 
      Surviving Spouse must consent to the designation of the Participant's 
      primary Beneficiary other than the Surviving Spouse of more than 50% of 
      the value of any Plan death benefit.  In the event a Participant fails 
      to designate any Beneficiary in writing, or the Beneficiary predeceases 
      the Participant, the Participant's Surviving Spouse shall be deemed the 
      Beneficiary.  If there is no Surviving Spouse, the benefits shall be 
      paid pursuant to the intestacy laws of the state in which the 
      Beneficiary is domiciled.  A Participant may change his or her 
      Beneficiary at any time.  All Beneficiary designations and changes 
      shall be made on an appropriate form and filed with the Plan 
      Administrator.  Any such designation shall become effective only upon 
      its receipt by the Plan Administrator.  The last effective designation 
      received by the Plan Administrator shall supersede all prior 
      designations.

1.10  BREAK IN SERVICE:  For purposes of determining vesting, a Plan Year during
      which an Employee fails to complete more than 500 Hours of Service.  In 
      the event that a Plan Year is less than 12 months, the 500 Hours of 
      Service requirement shall be proportionately reduced.  For purposes of 
      determining eligibility, the twelve (12) month period commencing on the 
      date an Employee first completes an Hour of Service and each 
      anniversary thereof during which an Employee fails to complete more 
      than 500 Hours of Service.

1.11  CODE:  The Internal Revenue Code of 1986 including any amendments thereto.

1.12  COMPENSATION:  For all Employees other than truckdrivers and salesmen, the
      total wages or salary, overtime, commissions, bonuses, and any other 
      taxable remuneration from the Employer for the Plan Year in no event 
      greater than $60,000 maximum per year.  For any Owner-Employee or other 
      self-employed individual covered under the Plan, Compensation will mean 
      Earned Income.  For truckdrivers and salesmen, 75% of the total wages 
      or salary, overtime, commission, bonuses and any other taxable 
      remuneration for the employer for the Plan Year and in no event greater 
      than $60,000 maximum per year.  Compensation shall include only 
      Compensation actually paid to the Participant during the Plan Year.  
      However, Compensation may include any amount contributed by the 
      Employer pursuant to a salary reduction agreement which is not 
      includible in the gross income of the Employee under Code Sections 
      125, 402(a)(8), 402(h) or 403(b).  Except for purposes of determining a 
      Participant's Accrued Benefit prior to the first Plan Year which began 
      on or after January 1, 1989 or if earlier the date the Plan became 
      Top Heavy, in accordance with Code Section 401(a)(17) the annual 
      Compensation of each Participant taken into account under the Plan for 
      any Plan Year shall not exceed $200,000, as adjusted beginning with the 
      first Plan Year which begins in 1990 at the same time and in the same 
      manner as under Code Section 415(d), prorated for less than a 
      12-month period.

                                        4

<PAGE>

      For the period prior to the first Plan Year beginning in 1994, the Code 
      Section 401(a)(17) limit as adjusted under Code Section 415(d) as 
      in effect for the current year shall be the applicable limit on 
      Compensation for all Plan Years up to and including the Plan Year of 
      reference.  Beginning with the Plan Year which commences in 1994, 
      however, the Code Section 401(a)(17) limit on Compensation, as 
      adjusted under Code Section 415(d), which is in effect for each year 
      shall be the applicable limit for each such Plan Year, including years 
      prior to 1994.  In addition, for the period prior to the first Plan 
      Year which commences in 1994, the adjustment for the calendar year 
      under Code Section 415(d) to the Code Section 401(a)(17) limit on 
      Compensation shall be applicable for the Plan Year which ends within 
      the calendar year of reference.  In determining the compensation of a 
      Participant for purposes of this limitation under Code Section 
      401(a)(17), the rules of Code Section 414(q)(6) shall apply, except in 
      applying such rules, the term "family" shall include only the 
      Participant's Spouse and any lineal descendants who have not attained 
      age 19 before the close of the year.  If as a result of the application 
      of such rules the adjusted $200,000 limitation is exceeded, then 
      (except for purposes of determining the portion of compensation up to 
      the Taxable Wage Base or other integration level set forth in Section 
      5.01) the limitation shall be prorated among the affected individuals 
      in proportion to each such individual's Compensation as determined 
      under this Section prior to the application of this limitation, or such 
      other method as determined by the Plan Administrator, provided such 
      method is not prohibited by IRS regulations.

      In addition to other applicable limitations set forth in the Plan, and 
      notwithstanding any other provision of the Plan to the contrary, for 
      Plan Years beginning on or after January 1, 1994, the amount of annual 
      Compensation of each employee taken into account under the Plan shall 
      not exceed the OBRA '93 annual compensation limit.  The OBRA '93 annual 
      compensation limit is $150,000, as adjusted by the Commissioner for 
      increases in the cost of living in accordance with Code Section 
      401(a)(17).  The cost of living adjustment in effect for a calendar 
      year applies to any period, not exceeding 12 months, over which 
      Compensation is determined (determination period) beginning in such 
      calendar year.  If a determination period consists of fewer than 12 
      months, the OBRA '93 annual compensation limit will be multiplied by a 
      fraction, the numerator of which is the number of months in the 
      determination period, and the denominator of which is twelve.  For Plan 
      Years beginning on or after January 1, 1994, any reference in this Plan 
      to the limitation under Code Section 401(a)(17) shall mean the OBRA '93 
      annual compensation limit set forth in this provision.  If Compensation 
      for any prior determination period is taken into account in determining 
      an Employee's benefits accruing in the current Plan Year, the 
      Compensation for that prior determination period is subject to the OBRA 
      '93 annual compensation limit in effect for that prior determination 
      period.  For this purpose, for determination periods beginning before 
      the first day of the first Plan Year beginning on or after January 1, 
      1994, the OBRA annual compensation limit is $150,000.

1.13  DEFINED BENEFIT PLAN:  A Plan under which a Participant's benefit is 
      determined by a formula contained in the Plan under which no individual 
      accounts are maintained for Participants.

1.14  DEFINED BENEFIT DOLLAR LIMITATION:  See Section 9.03.

1.15  DEFINED BENEFIT (PLAN) FRACTION:  See Section 9.03.

1.16  DEFINED CONTRIBUTION PLAN:  A Plan under which individual accounts are 
      maintained to which all contributions, forfeitures, income and gains or 
      losses, and expenses are credited or deducted and in which a 
      Participant's benefit is based solely on the fair market value of his 
      or her account balance.

1.17  DEFINED CONTRIBUTION (PLAN) FRACTION:  See Section 9.03.

                                        5
<PAGE>

1.18  DISABILITY: Disability means a physical or mental condition arising 
      after an Employee has become a Participant, which totally and 
      permanently prevents the Participant from engaging in his or her duties 
      for any Employer. The determination as to whether a Participant is 
      totally and permanently disabled will be made (1) on medical evidence 
      by a licensed physician designated by the Administrator; or (2) on 
      evidence that the Participant is eligible for benefits under any
      long-term disability plan sponsored by the Employer, but administered 
      by an independent third party; or (3) on evidence that the Participant 
      is eligible for total and permanent disability under the Social 
      Security Act in effect at the date of disability.

1.19  DISTRIBUTION CALENDAR YEAR: A calendar year for which a minimum 
      distribution is required.

1.20  EARLIEST RETIREMENT AGE: The earliest date on which, under the Plan, 
      the Participant could elect to receive retirement benefits.

1.21  EARLY RETIREMENT AGE: The first day of any month coincident with or 
      next following the Participant's attainment of age 55 and completion of 
      15 Years of Service.

1.22  EARNED INCOME: Net earnings from self-employment in the trade or 
      business with respect to which the Plan is established, determined 
      without regard to items not included in gross income and the deductions 
      allocable to such items, provided that personal services of the 
      individual are a material income-producing factor. Earned Income shall 
      be reduced by contributions made by a taxpayer to a qualified plan to 
      the extent deductible under Code Section 404. For tax years beginning 
      after 1989 net earnings shall be determined taking into account the 
      deduction for one-half of self-employment taxes allowed to the taxpayer 
      under Code Section 164(f) to the extent deductible.

1.23  EFFECTIVE DATE: January 1, 1989, which is the effective date of this 
      amendment and restatement.

1.24  ELECTION PERIOD: The period which begins on the first day of the Plan 
      Year in which the Participant attains age 35 and ends on the date of 
      the Participant's death. If a Participant separates from Service prior 
      to the first day of the Plan Year in which age 35 is attained, with 
      respect to benefits accrued prior to separation, the Election Period 
      shall begin on the date of separation.

1.25  EMPLOYEE: Any person employed by the Employer, including Self-Employed 
      Individuals and partners and, except for purposes of determining 
      eligibility for participation in this Plan, all Employees of a member 
      of an affiliated service group (as defined in Code Section 414(m)), 
      Employees of a controlled group of corporations (as defined in Code 
      414(b)), all Employees of any incorporated or unincorporated trade or 
      business which is under common control (as defined in Code Section 
      414(c)), leased Employees (as defined in Code Section 414(n)) and any 
      other Employees of an entity required to be aggregated with the 
      Employer pursuant to regulations under Code Section 414(o). All such 
      Employees shall be treated as employed by a single Employer.

1.26  EMPLOYER: The Sponsor and any Self-Employed Individual, partnership, 
      corporation or other business entity or organization which with the 
      consent of the Sponsor adopts this Plan and any business entity which 
      succeeds the Employer and adopts this Plan (as set forth in Exhibit C 
      attached hereto and by reference made a part hereof). Except for 
      determining which business entity or organization adopts this Plan, for 
      all purposes Employer shall also mean all members of a controlled group 
      of corporations (as defined in Code Section 414(b) as modified by Code 
      Section 415(h)), all commonly controlled trades or businesses (as 
      defined in Code Section 414(c) as modified by Code Section 415(h)) or 
      affiliated service groups (as defined in Code Section 414(m)) of which 
      the adopting

                                        6
<PAGE>

      Employer is a part, and other entities required to be aggregated with 
      the Employer pursuant to Regulations under Code Section 414(o).

1.27  ENTRY DATE: January 1st and July 1st of each Plan Year, which shall be 
      the dates on which an Employee commences participation in the Plan.

1.28  FAMILY MEMBER: The Employer or former Employee's Spouse, any lineal 
      descendants and ascendants and the Spouse of such lineal descendants and 
      ascendants. If, pursuant to the rules under Code Section 401(k) and 
      (m), an Employee is required to be included as a Family Member of more 
      than one family group, then all Employees who are included in any such 
      family group shall be aggregated in determining those who are Family 
      Members.

1.29  FIRST DISTRIBUTION CALENDAR YEAR: For distributions beginning before 
      the Participant's death, the calendar year immediately preceding the 
      calendar year which contains the Participant's Required Beginning Date. 
      For distributions beginning after death, the First Distribution 
      Calendar Year is the calendar year in which distributions are required 
      to begin pursuant to Section 6.07.

1.30  FUND: All contributions received by the Trustees under this Plan and 
      Trust, investments thereof and earnings and appreciation thereon.

1.31  HIGHEST AVERAGE COMPENSATION: The average Compensation for the three 
      consecutive Years of Service with the Employer that produces the 
      highest average.

1.32  HIGHLY COMPENSATED EMPLOYEE: Any active Highly Compensated Employee or 
      any former Highly Compensated Employee. An active Highly Compensated 
      Employee includes any Employee who performs Service for the Employer 
      during the determination year and who, during the look-back year: (i) 
      received Compensation from the Employer in excess of $75,000 (as 
      adjusted pursuant to Section 415(d) of the Code); (ii) received 
      Compensation from the Employer in excess of $50,000 (as adjusted 
      pursuant to Section 415(d) of the Code) and was a member of the 
      Top-Paid Group for such year; or (iii) was an officer of the Employer 
      and received Compensation during such year that is greater than 50% of 
      the dollar limitation in effect under Section 415 (b)(1)(A) of the 
      Code. The term Highly Compensated Employee also includes: (i) if the 
      term "determination year" is substituted for the term "look-back year" 
      any Employee who is one of the 100 Employees who received the most 
      Compensation from the Employer during the determination year; and (ii) 
      Employees who are 5% owners at any time during the look-back year or 
      determination year. If no officer has satisfied the Compensation 
      requirement of (iii) above during either a determination year or 
      look-back year, the highest paid officer for such year shall be treated 
      as a Highly Compensated Employee.

      For this purpose, the determination year shall be the Plan Year. The 
      look-back year shall be the twelve-month period immediately preceding 
      the determination year unless the Employer so elects that the look-back 
      year shall be the calendar year ending with or within the Plan Year for 
      which the determination of the group of Highly compensated Employees is 
      being made. In that event the determination year shall be the period of 
      time, if any, which extends beyond the look-back year and ends on the 
      last day of the Plan Year for which the determination is being made 
      (the lag period). If the lag period is less than twelve months long, 
      the dollar threshold amounts in (a), (b) and (c) above shall be 
      prorated based upon the number of months in the lag period.

      A former Highly Compensated Employee includes any Employee who 
      separated from Service (or was deemed to have separated) prior to the 
      determination year, performs no Service for the Employer

                                        7
<PAGE>

      during the determination year, and was an active Highly Compensated 
      Employee for either the separation year or any determination year ending
      on or after the Employee's 55th birthday.  If an Employee is, during the
      determination year or look-back year, a Family Member of either a 5% 
      owner who is an active or former Employee or a Highly Compensated 
      Employee who is one of the 10 most Highly Compensated Employees ranked 
      on the basis of Compensation paid during such year, then the Family 
      Member and the 5% owner or top-ten Highly Compensated Employee shall be
      aggregated.  If so, the Family Member and 5% owner or top-ten Highly 
      Compensated Employee shall be treated as a single Employee receiving 
      Compensation and Plan contributions or benefits equal to the sum of such
      Compensation and contributions or benefits of the Family Member and 5%
      owner or top-ten Highly Compensated Employee.  The determination of who
      is a Highly Compensated Employee, including the determinations of the 
      number and identity of Employees in the top-paid group, the top 100 
      Employees, the number of Employees treated as officers and the 
      Compensation that is considered, will be made in accordance with Code
      Section 414(q) and the regulations thereunder.

1.33  HOUR OF SERVICE:  (a) Each hour for which an Employee is paid, or 
      entitled to payment, for the performance of duties for the Employer.  
      These hours shall be credited to the Employee for the computation period
      in which the duties are performed; and (b) each hour for which an 
      Employee is paid, or entitled to payment, by the Employer on account of
      a period of time during which no duties are performed (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.  No more than 501 Hours of Service
      shall be credited under this Section for any single continuous period
      (whether or not such period occurs in a single computation period).  
      Hours under this paragraph shall be calculated and credited pursuant to
      Section 2530.200b-2 of the Department of Labor Regulations which are 
      incorporated herein by this reference; and (c) each hour for which back
      pay, irrespective of mitigation of damages, is either awarded or agreed 
      to by the Employer.  The same Hours of Service shall not be credited 
      both under section (a) or section (b) above, as the case may be, and 
      under this section (c).  These hours shall be credited to the Employee
      for the computation period or periods to which the award or agreement 
      pertains rather than the computation period in which the award, 
      agreement or payment is made.

      Hours of Service shall be credited for employment with the Employer and
      with other members of an affiliated service group (as defined in Code
      Section 414(m)), a controlled group of corporations (as defined in Code 
      Section 414(b)), or a group of trades or businesses under common control
      (as defined in Code Section 414(c)) of which the adopting Employer is a 
      member, and any other entity required to be aggregated with the Employer
      pursuant to Code Section 414(o) and the regulations thereunder.  Hours 
      of Service shall also be credited for any individual considered an 
      Employee for purposes of this Plan under Code Section 414(n) or Code
      Section 414(o) and the regulations thereunder.

      Solely for determining whether a Break in Service for participation and
      vesting purposes has occurred in a computation period, an individual who
      is absent from work or maternity or paternity reasons shall receive 
      credit for the Hours of Service which would otherwise have been credited
      to such individual but for such absence, or in any case in which such 
      hours cannot be determined, eight Hours of Service per day of such 
      absence.  For purposes of this paragraph, an absence from work for 
      maternity or paternity reasons means an absence by reason of the 
      pregnancy of the individual, by reason of a birth of a child of the
      individual, by reason of the placement of a child with the individual
      in connection with the adoption of such child by such individual, or for
      purposes of caring for such child for a period beginning immediately
      following such birth or placement.  The Hours of Service credited under
      this paragraph shall be credited in the computation period in which 
      absence begins if the crediting is necessary to prevent a Break in 
      Service in that period, or in all other cases, in the

                                       8

<PAGE>

      following computation period.  No more than 501 hours will be credited
      under this paragraph.

1.34  JOINT AND SURVIVOR ANNUITY:  An immediate annuity for the life of the 
      Participant with a survivor annuity for the life of the Participant's
      Spouse or other Beneficiary which is not less than 50% nor greater than
      100% of the amount of the annuity payable during the joint lives of the
      Participant and the Participant's Spouse/or other Beneficiary.  The 
      Joint and Survivor Annuity will be the Actuarial Equivalent of the 
      Normal Retirement Benefit.

1.35  KEY EMPLOYEE:  Any Employee, former Employee or deceased Employee (and 
      the Beneficiaries of such Employee) who at any time during the 
      determination period was an officer of the Employer if such individual's
      annual Compensation exceeds fifty percent of the dollar limitation under
      Code Section 415(b)(1)(a) (the defined benefit maximum annual benefit),
      an owner (or considered an owner under Code Section 318) of one of the 
      ten largest interests in the Employer if such individual's Compensation
      exceeds 100% of the dollar limitation under Code Section 415(c)(1)(A),
      a five percent owner of the Employer, or a one percent owner of the 
      Employer who has annual Compensation of more than $150,000.  For 
      purposes of determining who is a Key Employee, annual Compensation shall
      include amounts deferred through a salary reduction agreement to a cash
      or deferred plan under Code Section 401(k), a Simplified Employee 
      Pension Plan under Code Section 408(k), a cafeteria plan under Code 
      Section 125 or a tax-deferred annuity under Code Section 403(b).  The
      determination period is the Plan Year containing the Top-Heavy 
      Determination Date and the four preceding Plan Years.  The 
      determination of who is a Key Employee will be made in accordance with
      Code Section 416(i)(1) and the regulations thereunder.

1.36  LEASED EMPLOYEE:  Any person (other than an Employee of the recipient)
      who pursuant to an agreement between the recipient and any other person
      ("leasing organization") has performed services for the recipient (or
      for the recipient and related persons determined in accordance with Code
      Section 414(n)(6)) on a substantially full-time basis for a period of
      at least one year, and such services are of a type historically 
      performed by employees in the business field of the recipient Employer.
      A leased Employee shall not be considered an Employee of the recipient
      if such Employee is covered by a money purchase pension plan providing
      (a) a non-integrated employer contribution rate of at least 10% of
      Compensation (as defined in Code Section 415(c)(3), but including 
      amounts contributed by the Employer pursuant to a salary reduction 
      agreement which are excludible from the Employee's gross income under
      a cafeteria plan covered by Code Section 125, a cash or deferred plan
      under Code Section 401(k), a Simplified Employee Pension Plan under Code
      Section 408(k) or a tax-deferred annuity under Code Section 403(b)); (b)
      immediate participation; and (c) full and immediate vesting.  This 
      exclusion is only available if Leased Employees do not constitute more
      than twenty percent (20%) of the recipient's non-highly compensated
      work force.

1.37  LIMITATION YEAR:  A calendar year unless a different 12-consecutive 
      month period is specified in Section 1.47.  If the Limitation Year is
      amended to a different 12-consecutive month period, the new Limitation
      Year must begin on a date within the Limitation Year in which the 
      amendment is made.

1.38  MAXIMUM PERMISSIBLE AMOUNT:  See Section 9.03.

1.39  NORMAL RETIREMENT AGE:  The day of Employee attains age 65 or the 5th
      anniversary of his commencement of Plan participation, whichever is 
      later.  There is no mandatory retirement age.

                                        9

<PAGE>

1.40  NORMAL RETIREMENT BENEFIT:  A monthly pension beginning on a 
      Participant's Normal Retirement Date  or actual retirement date if the 
      Participant works past Normal Retirement Age and does not commence 
      payment, and ending on the first day of the month in which death occurs.

1.41  NORMAL RETIREMENT DATE:  Normal Retirement Date means the first day of the
      month coinciding with or next following a Participant's Normal Retirement
      Age.

1.42  OWNER-EMPLOYEE:  A sole proprietor or partner owning more than 10% of 
      either the capital or profits interest of the partnership.

1.43  PARTICIPANT:  Any Employee who has met the eligibility requirements and 
      is participating in the Plan.  However, any individual who is no longer 
      employed by the Employer will not be deemed a Participant if his or her 
      entire benefit rights under the Plan are (a) fully guaranteed by an 
      insurance company, insurance service, or insurance organization  and 
      are legally enforceable at the sole choice of such individual against 
      such insurance company, insurance service, or insurance organization, 
      provided that a contract, policy or certificate describing the benefits 
      to which such individual is entitled has been issued to such 
      individual; or (b) such benefits are paid in a lump sum distribution 
      which represents the entire balance of such individual's interest in 
      his or her benefits under the Plan.

1.44  PERMISSIVE AGGREGATION GROUP:  Used for Top-Heavy testing purposes, it 
      is the Required Aggregation Group of plans plus any other plan or plans 
      of the Employer which, when considered as a group with the Required 
      Aggregation Group, would continue to satisfy the requirements of Code 
      Sections 401(a)(4) and 410.

1.45  PLAN:  The Employer's retirement plan as contained herein.

1.46  PLAN ADMINISTRATOR:  The Sponsor unless another Plan Administrator is 
      appointed by the Sponsor.

1.47  PLAN YEARS:  The 12 consecutive month period which begins on January 
      1st of each year and ends on December 31st of each year.  In the event 
      the Plan Year changes, the computation period for purposes of 
      determining vesting and Accrued Benefits shall shift to the new 12 
      months period of the new Plan Year. The first computation period of the 
      new Plan Year shall begin on the first day of the new Plan Year which 
      occurs within the most recent old Plan Year.

1.48  PROJECTED ANNUAL BENEFIT: See Section 9.03.

1.49  QUALIFIED DEFERRED COMPENSATION PLAN: Any pension, profit-sharing, 
      stock bonus, or other plan which meets the requirements of Section 401 
      of the Code which includes a trust exempt from tax under Section 501(a) 
      of the Code; any annuity plan described in Section 403(a) of the Code.

1.50  QUALIFIED DOMESTIC RELATIONS ORDER (QDRO): A QDRO is a signed 
      Domestic Relations Order issued by a State Court which creates, 
      recognizes or assigns to an alternate payee(s) the right to receive all 
      or part of a Participant's Plan benefit. An alternate payee is a 
      Spouse, former Spouse, child, or other dependent who is treated as a 
      Beneficiary under the Plan as a result of the QDRO.

1.51  QUALIFIED EARLY RETIREMENT AGE:  The latest of (a) the earliest date a 
      Participant may elect to receive retirement benefits under the Plan;(b) 
      the first day of the 120th month beginning before a Participant reaches 
      Normal Retirement Age; or (c) the date a Participant begins 
      participation.


                                       10



<PAGE>


1.52  QUALIFIED JOINT AND SURVIVOR ANNUITY:  An immediate annuity for the 
      life of the Participant with a survivor annuity for the life of the 
      Participant's Spouse which is a percentage of the amount of the annuity 
      which is payable during the joint lives of the Participant and the 
      Participant's Spouse and which is the Actuarial Equivalent of the 
      Normal Retirement Benefit.  The survivor annuity will be 50% unless a 
      greater percentage is specified by the Participant in accordance with 
      Section 5.09. The Qualified Joint and Survivor Annuity should be at 
      least as valuable as the Acruarial Equivalent of any other optional 
      form of benefit payable under Section 5.09.

1.53  REQUIRED AGGREGATION GROUP: Used for Top-Heavy testing purposes, it 
      consists of (a) each Qualified Deferred Compensation Plan of the 
      Employer in which at least one Key Employee participates or 
      participated at any time during the determination period (regardless of 
      whether the plan has terminated), and (b) any other Qualified Deferred 
      Compensation Plan of the Employer which enables a plan described in (a) 
      to meet the requirements of Code Sections 401(a)(4) or 410.

1.54  REQUIRED BEGINNING DATE:  The date on which a Participant is required 
      to take his or her first minimum distribution under the Plan.

1.55  ROLLOVER CONTRIBUTION:  A contribution made by a Participant of an 
      amount distributed to such Participant from another Qualified  Deferred 
      Compensation Plan in accordance with Sections 402(a)(5), (6), and (7) 
      of the Code.

1.56  SELF-EMPLOYED INDIVIDUAL:  An individual who has Earned Income for the 
      taxable year from the trade or business for which the Plan is 
      established including an individual who would have had Earned Income 
      but for the fact that the trade or business had no profits for the 
      taxable year.

1.57  SERVICE:  The period of current or prior employment with the Employer. 
      If the Employer maintains a plan of a predecessor, Service for such 
      predecessor shall be treated as Service for the Employer.

1.58  SHAREHOLDER-EMPLOYEE: An Employee or officer who owns (or is considered 
      as owning within the meaning of Code Section 318(a)(i)), on any day 
      during the taxable year of an electing small business (Subchapter S) 
      corporation, more than 5% of such corporation's outstanding stock.

1.59  SIMPLIFIED EMPLOYEE PENSION PLAN (SEP):  An individual Retirement 
      Account which meets the requirements of Code Section 408(k), and to 
      which the Employer makes contributions pursuant to a written formula. 
      These plans are considered for contribution limitation and Top-Heavy 
      purposes.

1.60  SOCIAL SECURITY RETIREMENT AGE:  For any Plan Year beginning after 
      December 31, 1986, age 65 in the case of a Participant attaining age 62 
      before January 1, 2000 (i.e., born before January 1, 1938), age 66 for 
      a Participant attaining age 62 after December 31, 1999, and before 
      January 1, 2017 (i.e., born after December 31, 1937, but before 
      January 1, 1955), and age 67 for a Participant attaining age 62 after 
      December 31, 2016 (i.e., born after December 31, 1954).

1.61  SPONSOR:  I. C. Isaacs & Company, L.P.

1.62  SPOUSE (SURVIVING SPOUSE): The spouse or surviving spouse of the 
      Participant, provided that, if the Participant dies after benefit 
      payments have begun, the spouse must have been married to the 
      Participant on the date benefit payments began.  A former spouse will 
      be treated as the spouse or surviving spouse to the extent  provided 
      under a Qualified Domestic Relations Order as prescribed in Code 
      Section 414(p).


                                       11  

<PAGE>
1.63  SUPER TOP-HEAVY PLAN:  A Top-Heavy Plan under which the Top-Heavy Ratio 
      exceeds 90%.

1.64  TOP-HEAVY DETERMINATION DATE:  For any Plan Year subsequent to the 
      first Plan Year, the last day of the preceding Plan Year. For the first 
      Plan Year, the last day of that year.

1.65  TOP-HEAVY PLAN:  For any Plan Year beginning after 1983, 
      the Employer's Plan is top-heavy if any of the conditions following 
      exists: (a) if the Top-Heavy Ratio for the Plan exceeds 60% and this 
      Plan is not part of any required Aggregation Group or Permissive 
      Aggregation Group of plans; (b) if the Plan is a part of a Required 
      Aggregation Group of plans but not part of a Permissive Aggregation 
      Group and the Top-Heavy Ratio for the group of plans exceeds 60%: or 
      (c) if the Plan is a part of a Required Aggregation Group and part of a 
      Permissive Aggregation Group of plans and the Top-Heavy Ratio for the 
      Permissive Aggregation Group exceeds 60%.

1.66  TOP-HEAVY RATIO:  (A) If the Employer maintains one or more Defined 
      Benefit Plans but has never maintained a Defined Contribution Plan 
      (including any SEP) which during the 5-year period ending on the 
      Determination Date(s) has or has had account balances the Top-Heavy 
      Ratio for this plan alone or for the Required or Permissive Aggregation 
      Group, as appropriate, is a fraction, the numerator of which is the sum 
      of the Actuarial Equivalents of Accrued Benefits of all Key Employees 
      as of the Top-Heavy Determination Date(s) (including any part of any 
      Accrued Benefit distributed in the 5-year period ending on the 
      Top-Heavy Determination Date(s)), and the denominator of which is the 
      sum of the Actuarial Equivalents of the Accrued benefits (including any 
      part of any Accrued Benefit distributed in the 5-year period ending on 
      the Top-Heavy Determination Date(s)) determined in accordance with Code 
      Section 416 and the regulations thereunder.


      (b) If the Employer maintains one or more Defined Benefit Plans and 
      maintained one or more Defined Contribution Plans (including any SEP) 
      which during the 5-year period ending on the Top-Heavy Determination 
      Date(s) has or has had any account balances, the top-heavy ratio for 
      any Required or Permissive Aggregation Group, as appropriate, is a 
      fraction, the numerator of which is the sum of the account balances 
      under the Defined Contribution Plans for all Key Employees as of the 
      Top-Heavy Determination Date(s) and the Actuarial Equivalent of Accrued 
      Benefits under the aggregated Defined Benefits Plans for all Key 
      Employees, determined in accordance with (a) above and the denominator 
      of which is the sum of the account balances under the aggregated 
      Defined Contribution Plans for all Participants as of the Top-Heavy 
      Determination Date(s) and the Actuarial Equivalent of Accrued Benefits 
      under the Defined Benefit Plans determined in accordance with (a) above 
      for all Participants as of the Top-Heavy Determination Date(s), all 
      determined in accordance with Code Section 416 and the regulations 
      thereunder. Both the numerator and denominator of the Top-Heavy Ratio 
      are adjusted for any distribution of any account balance made in the 
      5-year period ending on the Top-Heavy Determination Date.

      (c) For purposes of (a) and (b) above, the value of the account 
      balances and the Actuarial Equivalent of Accrued Benefits will be 
      determined as of the most recent Valuation Date that falls within or 
      ends with the 12-month period ending on the Top-Heavy Determination 
      Date, except as provided in Code Section 416 and the regulations 
      thereunder for the first and second Plan Years of a Defined Benefit 
      Plan. The account balances and the Accrued Benefits will be disregarded 
      for a Participant (1) who is not a Key Employee but who was a Key 
      Employee in a prior year or (2) who has not been credited with at 
      least one Hour of Service with any Employer maintaining a Plan at 
      any time during the 5-year period ending on the Top-Heavy Determination 
      Date. The calculation of the top-heavy ratio and the extent to which 
      distributions, rollovers, and transfers are taken into account will be 
      made in accordance with Code Section 416. When aggregating plans, the 
      value of the account balances and 

                                     12
<PAGE>

      Accrued Benefits will be calculated with reference to the Top-Heavy 
      Determination Dates that fall within the same calendar year. The 
      Accrued Benefit of a Participant other than a Key Employee shall be 
      determined under (1) the method, if any, that uniformly applies for 
      accrual purposes under all Defined Benefit Plans maintained by the 
      Employer, or (2) effective as of the first Plan Year beginning after 
      December 31, 1986, if there is no such method, as if such benefit 
      accrued not more rapidly than the slowest accrual rate permitted under 
      the fractional rule of Code Section 411(b)(1)(C).

1.67  TOP-PAID GROUP: The group consisting of the top 20% of Employees 
      when ranked on the basis of Compensation paid during such year. In 
      determining the number of Employees in the group (but not who is in 
      it), the following employees may be excluded: (a) Employees who have not 
      completed 6 months of Service; (b) Employees who normally work less 
      than 17 1/2 hours per week; (c) Employees who normally do not work more 
      than 6 months during any year; (d) Employees who have not attained age 
      21; (e) Employees included in a collective bargaining unit covered by 
      an agreement between Employee Representatives and the Employer, where 
      retirement benefits were the subject of good faith collective 
      bargaining provided that 90% or more of the Employer's Employees are 
      covered by the agreement; and (f) Employees who are nonresident aliens 
      and who have received no Earned Income or other income or remuneration 
      which constitutes income from sources within the United States.

1.68  TRANSFER CONTRIBUTION: A non-taxable transfer of a Participant's 
      benefit directly from a Qualified Deferred Compensation Plan to this 
      Plan.

1.69  TRUSTEES: The Trustee or Trustees appointed by the Sponsor pursuant to
      Articles 10, 11, and 13.

1.70  VALUATION DATE: The Anniversary Date and any other date as selected by 
      the Sponsor and the Trustees and applied in a non-discriminatory 
      manner, on which the fair market value of Participant accounts accrued 
      from Employee contributions and investment earnings and gains and 
      losses are determined in accordance with Sections 4.05 and 4.10 hereof. 
      For Top-Heavy purposes, the last day of the Plan Year.

1.71  VESTED ACCRUED BENEFIT: Used to determine the applicability of the 
      Qualified Joint and Survivor Annuity Rules, it is the value of the 
      Participant's Vested Accrued Benefit derived from Employer and Employee 
      contributions (including Rollover and Transfer Contributions). The 
      provisions of Article 8 shall apply to a Participant who is vested in 
      amounts attributable to Employer contributions, Employee contributions 
      or both at the time of death or distribution.

1.72  VOLUNTARY CONTRIBUTION: An Employee contribution which is not 
      tax-deductible and which is not required as a condition for 
      participation in the Plan.

1.73  WELFARE BENEFIT FUND: Any fund that is part of a plan of the 
      Employer, or has the effect of a plan, through which the Employer 
      provides welfare benefits to Employees or their Beneficiaries. For 
      these purposes, welfare benefits means any benefit other than those 
      with respect to which Code Section 83(h) (relating to transfers of 
      property in connection with the performance of services), Code Section 
      404 (relating to deductions for contributions to any Employees' trust 
      or annuity and Compensation under a deferred payment plan) and Code 
      Section 404(A) (relating to certain foreign deferred compensation 
      plans). A "Fund" is any social club, voluntary employee beneficiary 
      association, supplemental unemployment benefit trust or qualified group 
      legal services organization described in Code Section 501(c)(7), (9), 
      (17) or (20); any trust, corporation, or other organization not exempt 
      from income tax, or to the extent provided in regulations, any account 
      held for an Employer by any person. The provisions of the Plan relating 
      to Welfare Benefit Funds are applicable
 
                                     13

<PAGE>

      to tax years beginning after 1985.

1.74  YEAR OF CREDITED SERVICE:  To be used for determining an Accrued Benefit
      in Section 1.01 and benefit at Normal Retirement Age in Section 5.01; 
      all Years of Service while a member of an eligible class of Employees
      as set forth in Section 2.01 plus all periods credited in accordance 
      with (a), (b) and (c) of Section 1.01.

1.75  YEAR OF SERVICE:  For eligibility purposes, a 12-month period in which 
      an Employee completes at least 1000 Hours of Service.  The initial 
      eligibility computation period shall commence on the date an 
      Employee first completed an Hour of Service (hereafter called the 
      Employment Commencement Date).  The succeeding 12-month eligibility 
      Computation period will begin on the first day of the Plan Year which 
      begins prior to the first anniversary of the Employee's Employment 
      Commencement Date regardless of whether the Employee is credited with 
      1000 Hour of Service during the initial eligibility computation period.  
      If the Employee is credited with 1000 Hours of Service in both the 
      initial eligibility computation period and the first Plan Year which 
      begins prior to the first anniversary of the Employee's initial 
      eligibility computation period, the Employee will be credited with two 
      Years of Service for eligibility purposes.  For all other purposes, a 
      Year of Service shall be a Plan Year during which an Employee is credited 
      with at least 1,000 Hours of Service.  In the event that a Plan Year is 
      less than 12 months, the 1,000 Hours of Service requirement will be 
      proportionately reduced.

      The computation period for determining Years of Service and Breaks in 
      Service for purposes of Accrued Benefits shall be the Plan Year.  
      However, to the extent necessary to satisfy the minimum coverage 
      requirements of Section 410(b) or the minimum participation 
      requirements of Section 401(a)(26) of the Code for a Plan Year, an 
      Accrued Benefit shall also be provided to Participants in accordance 
      with the last paragraph of Section 1.01.  When determining Years of 
      Service, an Employee's Service shall be interrupted only by a Break in 
      Service.  In determining whether an Employee has completed one (1) Year 
      of Service, the following rules shall apply:

     (a)    If a Participant terminates Employment but is reemployed by the 
            Employer before a one (1) year Break in Service occurs, he or she 
            shall continue to participate in the Plan and earn credit for 
            Service in the same manner as if such termination had not 
            occurred.

     (b)    If a Participant terminates Employment but is reemployed by the 
            Employer after the 1 year Break in Service occurs, Service before 
            such break shall be taken into account, subject to the following: 
            In the case of a Participant who does not have any 
            nonforfeitable right to the Accrued Benefit derived from Employer 
            contributions, Service before a Break in Service will not be 
            taken into account in computing Service if the number of 
            consecutive one (1) year Breaks in Service equals or exceeds the 
            greater of five (5) or the aggregate number of Years of Service.  
            Such aggregate number of Years of Service will not include any 
            Years of Service previously disregarded pursuant to this 
            paragraph, such Participant will be treated as a new Employee for 
            eligibility purposes.  If a Participant's Years of Service may 
            not be disregarded pursuant to this paragraph, such Participant 
            shall continue to participate in the Plan, or, if terminated, 
            shall participate immediately upon reemployment.

      (c)   A former Participant will become a Participant immediately upon 
            returning as an Employee of the Employer if he or she has a 
            nonforfeitable right to all or a portion of the Accrued Benefit 
            derived from Employer contributions at the time of termination 
            from Service.

                                       14

<PAGE>

                                     ARTICLE 2
                              ELIGIBILITY REQUIREMENTS

2.01  PARTICIPATION:  An Employee will be eligible to become a Participant in 
      the Plan in accordance with the following provisions:

      (a)   Eligibility Requirements:  All Employees who were Participants one 
            day prior to January 1, 1989 shall continue as Participants.  All 
            other Employees who are in the eligible class of Employees shall 
            be eligible to participate in the Plan on the Entry Date 
            following the date on which they satisfy the following 
            eligibility requirements: (1) attainment of age 21, and (2) 
            completion of 1 Year of Service.  The eligible class of Employees 
            shall include all Employees other than the following:

            (1)   Those Employees who are covered by a collective bargaining 
                  agreement between the Employer and "Employee 
                  Representatives", if retirement benefits were the subject 
                  of good faith collective bargaining.  For this purpose, 
                  "Employee Representatives" does not include any 
                  organization more than one-half of whose members are 
                  Employees who are owners, officers, or executives of the 
                  Employer; and (2) those who are non-resident aliens who do 
                  not receive any earned income form the Employer which 
                  constitutes income from sources within the United States;

            (2)   Those Employees who are Leased Employees; and

            (3)   Any Employee who is employed by a division of the Company 
                  with respect to which the Plan has not been adopted.

      (b)   Participation By Members Of An Ineligible Class:  In the event an 
            Employee who is not a member of the eligible class of Employees 
            becomes a member of the eligible class, such Employee shall 
            participate immediately if he or she has satisfied the minimum 
            age and service requirements and would have previously become a 
            Participant had he or she been a member of the eligible class.  
            Such Participant and any other Participant who becomes ineligible 
            to participant because he or she is no longer a member of an 
            eligible class of Employees shall be entitled to an Accrued 
            Benefit for the Plan Year only to the extent of Hours of Service 
            completed while a member of the eligible class of Employees.  The 
            vested interest of a Participant who ceases to be a member of an 
            eligible class will continue to increase in accordance with the 
            vesting schedule in Article 8.

       (c)  Participation By A Former Plan Participant:  A former Participant 
            shall again become a Participant immediately upon returning to 
            the employ of the Employer as a member of the eligible class of 
            Employees unless such former Participant's Years of Service may 
            be disregarded by reason of prior Breaks in Service as provided 
            in Section 1.75(b).

2.02  EMPLOYMENT RIGHTS:  Participation in the Plan shall not confer upon a 
      Participant any employment rights, nor shall it interfere with the 
      Employer's right to terminate the Employment of any Employee at any 
      time.

2.03  SERVICE WITH CONTROLLED GROUPS:  All Years of Service with other 
      members of a controlled group of corporations as defined in Code 
      Section 414(b), trades or businesses under common control


                                       15
<PAGE>

      (as defined in Code Section 414(c), or members of an affiliated service 
      group as defined in Code Section 414(m) shall be credited for purposes 
      of determining an Employee's eligibility to participate.

2.04  OWNER-EMPLOYEES:  If this Plan provides contribution or benefits for 
      one or more Owner-Employees who control both the business for which 
      this Plan is established and one or more other trades or businesses, 
      this Plan and the plan established for such other trades or businesses 
      must, when looked at as a single plan, satisfy Code Sections 401(a) and 
      (d) for the Employees of this and all other such trades or businesses.  
      If the Plan provides contributions or benefits for one or more 
      Owner-Employees who control one or more other trades or businesses, the 
      Employees of the other trades or  businesses must be included in a plan 
      which satisfies Code Sections 401(a) and (d) and provides contributions 
      and benefits not less favorable than provided for Owner-Employees under 
      this Plan. If an individual is covered as an Owner-Employee under the 
      plans of 2 or more trades or businesses which are not controlled and 
      the individual controls a trade or business, the contributions or 
      benefits of the Employees under the plan of the trade or business which 
      is controlled must be as favorable as those provided for him or her 
      under the most favorable plan of the trade or business which is not 
      controlled. For purposes of the preceding sentences, an 
      Owner-Employee, or 2 or more Owner-Employees, will be considered to 
      control a trade or business if the Owner-Employee, or 2 or more 
      Owner-Employees together (a) own the entire interest in an 
      unincorporated trade or business or (b) in the case of a partnership, 
      own more than 50% of either the capital interest or profits interest in 
      the partnership. For purposes of the preceding sentence, an 
      Owner-Employee or 2 or more Owner-Employees shall be treated as owning 
      any interest in a partnership which is owned, directly or indirectly, 
      by a partnership which such Owner-Employee, or such 2 or more 
      Owner-Employees are considered to control within the meaning of the 
      preceding sentence.

2.05  LEASED EMPLOYEES:  Any leased Employed shall be treated as an Employee 
      of the recipient Employer, but contributions or benefits provided by 
      the leasing organization attributable to services performed for the 
      recipient Employer shall be treated as provided by the recipient 
      Employer.

2.06  CESSATION OF PARTICIPATION: Active participation shall cease upon a 
      Break In Service or on account of death, disability or retirement. Upon 
      the occurrence of any such event, the benefits of such Participant, if 
      any, shall be computed and distributed as hereinafter provided.

2.07  WAIVER OF PARTICIPATION:  A Participant may elect in writing, subject 
      to the approval of the Employer and the written consent of his or her 
      Spouse, to waive participation in the Plan for any Plan Year. Any such 
      waiver shall be permitted only if it does not adversely affect the 
      Plan's tax qualified status. The election must be communicated in 
      writing to the Employer. An election to waive participation for a Plan 
      Year shall result in no Accrued Benefit being earned for that Plan 
      Year. If an Employee who has waived his or her right to become a 
      Participant subsequently elects to become a Participant, the period of 
      waiver will be considered as a Year(s) of Service under the Plan for 
      purposes  of eligibility to participate, for determining the vested 
      interest in his or her Accrued Benefit, and for determining eligibility 
      for Normal Retirement Age or Early Retirement Age, if applicable.

                                       16



<PAGE>
                                    ARTICLE 3
                             EMPLOYER CONTRIBUTIONS

3.01  AMOUNT:  The Employer intends to make contributions to the Plan in 
      such amounts as are actuarially required to fund Plan benefits. The 
      Employer shall pay contributions for a particular Plan Year at such 
      times as the Employer maybe decide. The valuation for actuarially 
      determining such amounts shall be based on the method of funding, 
      actuarial assumptions (as deemed reasonable by an enrolled actuary) 
      and, if applicable the period of amortization of any unfunded actuarial 
      liability, and shall reflect the adjustment for experience realized from
      the investment of the Fund, mortality, turnover forfeitures, and any 
      dividends resulting from insurance, if applicable. The Employer does 
      not, however, guarantee either the making of the contributions 
      or the payment of the benefits under the Plan. The Employer 
      reserves the right to reduce, suspend or discontinue its 
      contributions for any reason at any time, provided, however, that 
      if the Plan is deemed to be terminated as a result of such 
      reduction, suspension or discontinuance, the provisions of 
      Article 14 shall become effective.

3.02  EXPENSES AND FEES:  The Employer shall also be authorized to reimburse 
      the Fund for all expenses and fees incurred in the administration of 
      the Plan or Trust and paid out of the assets of the Fund, including, 
      but not limited to, fees for professional services, printing and 
      postage.

3.03  RESPONSIBILITY FOR CONTRIBUTIONS:  Neither the Trustee nor the Sponsor 
      shall be required to determine if the Employer has made a contribution 
      or if the amount contributed is in accordance with the Code. The 
      Employer shall have sole responsibility in this regard.

3.04  RETURN OF CONTRIBUTIONS:  Any contribution (without earnings) made by 
      the Employer because of a mistake of fact must be returned to the 
      Employer within one year of the contribution. In the event that the 
      Commissioner of Internal Revenue determines that the Plan is not 
      initially qualified under the Code, any contribution made incident to 
      that initial qualification by the Employer must be returned to the 
      Employer within one year after the date the initial qualification is 
      denied, but only if the application for determination is made by the 
      time prescribed by law for filing the Employer's return for the taxable 
      year in which such Plan was adopted or such later date as the Secretary 
      of the Treasury may prescribe. It is intended that each contribution 
      made to the Plan be a deductible contribution. All Employer 
      contributions are conditioned upon the deductibility of the 
      contribution under Section 404 of the Internal Revenue Code of 1986. 
      Any contribution which is determined to be non-deductible must also be 
      returned to the Employer within one year of the date of the 
      determination of its non-deductibility or the actual disallowance of 
      such deduction.

                                       17
<PAGE>
                                       
                                  ARTICLE 4
                   EMPLOYEE CONTRIBUTIONS, ROLLOVERS AND TRANSFERS

4.01  VOLUNTARY CONTRIBUTIONS:  No Voluntary Contributions which are 
      accounted for separately are accepted under this Plan.

4.02  ROLLOVER CONTRIBUTIONS:  With the consent of the Plan Administrator, a 
      Participant may make a Rollover Contribution to the Plan of all or any 
      part of an amount distributed or distributable to him or her from a 
      Qualified Deferred Compensation Plan, provided:

      (a)   Time For Transfer:  The amount distributed to the Participant is 
            transferred to the Plan no later than the 60th day after such 
            distribution was received by the Participant.

      (b)   Rollover Amount Qualifies Under Lump Sum Rules:  The distribution 
            from the Qualified Deferred Compensation Plan constituted the 
            Participant's entire interest in such plan and was distributed 
            within one taxable year of the Participant, either (1) on 
            account of termination of employment, plan termination, or in 
            the case of a profit sharing or stock bonus plan, a complete 
            discontinuance of contributions under such plan within meaning of 
            Section 402(a)(6)(A) of the Code, or (2) in one or more 
            distributions which constitute a qualified lump sum distribution 
            within the meaning of Code Section 402(e)(4)(A), determined 
            without reference to subparagraphs (B)and (H).

       (c)  Employee Contributions Are Not Included:  The amount rolled over 
            does not include any amounts contributed by the Participant to 
            the Qualified Deferred Compensation Plan.

       (d)  Conduit IRA Rollovers Permitted:  Such Rollover Contribution may 
            also be made through an Individual Retirement Account (IRA) 
            qualified under Section 408 of the Code where the IRA was used as 
            a conduit from a Qualified Deferred Compensation Plan and the 
            Rollover Contribution is made in accordance with the rules 
            provided under paragraphs (a) through (c).  The Trustee shall not 
            be held responsible for determining the tax-free or tax-deferred 
            status of any Rollover Contributions made hereunder.

4.03  TRANSFER CONTRIBUTIONS:  Subject to the consent of the Plan 
      Administrator, a Participant may also arrange for the direct transfer 
      of his or her benefit from a qualified Deferred Compensation Plan to 
      this Plan provided that the transfer is made in accordance with 
      sections 4.02(b) and 4.02(c) hereof.  For accounting and record 
      keeping purposes, Transfer Contributions shall be identical to Rollover 
      Contribution.  In the event the Plan Administrator accepts a Transfer 
      Contribution from a Plan in which the Employee was directing the 
      investments of his or her account, the Plan Administrator shall 
      continue to permit the Employee to direct his or her investments in 
      accordance with Section 4.10 with respect only to such Transfer 
      Contribution.

4.04  SEPARATE ACCOUNTS:  The Employer shall establish a separate account for 
      each Participant showing the total value of his or her Voluntary 
      Contributions, Rollover Contributions or Transfer Contributions, and 
      each account shall be separated for bookkeeping purposes into the 
      following sub-accounts: (a) Rollover Contributions, (b) Transfer 
      Contributions, and (c) Voluntary Contributions.

                                      18

<PAGE>

4.05  ADJUSTMENTS TO PARTICIPANT ACCOUNTS:  As of each Valuation Date of the 
      Plan, the Employer shall adjust each account in accordance with the 
      following:

      (a)   Additions To Accounts:  The Employer shall add to each account 
            the Participant's proportionate share of any investment earnings 
            and increase in the fair market value of the Fund since the last 
            Valuation Date.

      (b)   Deductions From Accounts:  The Employer shall deduct from each 
            account (1) any withdrawals or payments made from the 
            Participant's account since the last Valuation Date, and (2) the 
            Participant's proportionate share of any decrease in the fair 
            market value of the Fund since the last Valuation Date.

      (c)   Manner Of Adjustment:  Subject to Section 4.10, a Participant's 
            share of investment earnings and any increase or decrease in the 
            Fund's fair market value shall be based on the proportionate 
            value of all active accounts (other than accounts with segregated 
            investments) as of the last Valuation Date less withdrawals since 
            the last Valuation Date.  Beginning with the Plan Year which 
            begins in 1989, all Rollover and Transfer Contributions will be 
            credited with an allocation of the actual investment earnings and 
            gains and losses from the actual date of deposit of each such 
            contribution till the end of the valuation period, or a 
            proportionate share of the investment earnings, gains and losses 
            for the entire year.  All previous contributions will continue to 
            accrue earnings and losses as specified above.  Accounts with 
            segregated investments shall receive only the income or loss on 
            such segregated investments.

4.06  NONFORFEITABILITY:  A Participant shall always have a 100% vested and 
      nonforfeitable interest in his or her Rollover Contributions and 
      Transfer Contributions plus the earnings thereon.  No suspension or 
      forfeiture of Employer related benefit accruals (including any minimum 
      Top-Heavy accruals made under Section 13.02 hereof) will occur solely 
      as a result of an Employee's withdrawal of any Rollover Contributions 
      or Transfer Contributions.

4.07  IN-SERVICE WITHDRAWALS:  A Participant may withdraw all or any part of 
      the fair market value of his or her Rollover Contributions or Transfer 
      Contributions upon written request to the Plan Administrator, provided 
      reasonable advance notice is provided, as follows:

      (a)   Future Accruals:  Such distributions shall not be eligible for 
            redeposit to the Fund.  A withdrawal of Rollover Contributions or 
            Transfer Contributions under this paragraph shall not prohibit 
            such Participant from accruing any future benefit from Employer 
            contributions.

      (b)   Spousal Consent:  A request to withdraw amounts pursuant to 
            this paragraph must, if applicable, be consented to by the 
            Participant's Spouse.  The consent shall comply with the 
            requirements of Section 5.07 relating to immediate distributions. 
            Such request shall include the Participant's address, social 
            security number, birth date, and amount of the withdrawal.

4.08  WITHDRAWAL ON TERMINATION OF EMPLOYMENT:  A Participant may withdraw 
      the fair market value of his or her account accrued from Rollover 
      Contributions or Transfer Contributions at any time following 
      termination of employment.  However, such benefit must be paid in a 
      lump sum no later than the time prescribed under Section 5.07 hereof.

                                      19
<PAGE>

4.09  WITHDRAWAL ON DEATH: Subject to the Joint and Survivor Annuity 
      Requirements set forth in Article 7, the fair market value of a 
      Participant's account attributable to Rollover Contributions or Transfer 
      Contributions may be paid to his or her named Beneficiary in a lump 
      sum as soon as practical following the Participant's death, but in any 
      event no later than December 31st of the calendar year containing the 
      5th anniversary of the Participant's death. If the amount is not so 
      withdrawn, it will be paid in the same manner as the Participant's 
      benefits under the Plan.

4.10  EMPLOYEE INVESTMENT DIRECTION: Subject to Section 4.03, if agreed to by 
      the Trustees and approved by the Sponsor, Participants shall be given 
      the option to direct the investment of all or a portion of their 
      Rollover Contributions and/or Transfer Contributions into a directed, 
      or segregated investment selected by the Participant; or among 
      alternative investment funds established as part of the overall Fund. 
      Such alternative investment funds shall be under the full control of the 
      management of the Trustees. Alternatively, if investments outside the 
      Trustees' control are allowed, Participants may not direct that 
      investments be made in collectibles, other than U.S. Government gold 
      and silver coins. In this connection, a Participant's right to direct 
      the investment of any Rollover and/or Transfer Contributions shall 
      apply only to the selection of the desired fund. The following rules 
      shall apply to the administration of such funds and to the handling of 
      Participants' investment directions:

      (a)  Investment Form: Eligible Participants shall complete an           
           investment designation form stating the percentage to be invested in 
           or transferred to or from the available funds.

      (b)  Changes in Elections: A Participant may change his or her 
           investment election by filing a new investment designation form 
           with the Sponsor. Such change shall be effective no later than the 
           first day of the next Election Period. Election Periods shall be 
           established at the discretion of the Sponsor but in any event 
           shall occur no less frequently than once in every 12-month period 
           or, at the discretion of the Sponsor and the Trustees, once in 
           every 3 -month or 6-month period or at such other more frequent 
           time which is uniformly available as determined by the Sponsor and 
           the Trustees.

      (c)  Transfers Between Funds: A Participant may elect to transfer all 
           or part of his or her account balance in one or more of the 
           investment funds from one investment fund to another by filing an  
           investment designation form with the Sponsor within a reasonable 
           administrative period prior to the next Election Period. The funds 
           shall be transferred by the Trustees as soon as practical prior to 
           or by the start of the new Election Period.

      (d)  Administrator Responsibility: The Plan Administrator shall be 
           responsible when transmitting Employee and Employer contributions 
           to show the dollar amount to be credited to each investment fund 
           for each Participant.

      (e)  No Administrator Liability: Except as otherwise provided herein, 
           neither the Trustees, nor the Employer, nor any Plan fiduciary 
           shall be liable to the Participant or any of his or her 
           Beneficiaries for any loss resulting from action taken at the 
           direction of the Participant.

      (f)  Adoption Of Procedures: All investment designations by Plan 
           participants are to be made in accordance with such procedures as 
           the Sponsor may adopt. At the discretion of the Sponsor and the 
           Trustees, such procedures shall permit sufficient selection among 
           investment alternatives to satisfy the provisions of Department of 
           Labor Regulations 2550.404(c)-1.

                                          20
<PAGE>

                                    ARTICLE 5
                               RETIREMENT BENEFITS


5.01  BENEFIT AT NORMAL RETIREMENT: Subject to Articles 9 and 13, each 
      Participant shall be eligible to retire upon his or her Normal 
      Retirement Date after attaining his or her Normal Retirement Age and 
      shall thereafter be entitled to receive a monthly Accrued Benefit 
      payable as a Normal Retirement Benefit, such benefit to be determined 
      in accordance with the following provisions:

      (a) Determination Of Benefit: Each Participant's monthly Accrued 
          Benefit at Normal Retirement Age shall be equal to 1/12th of the 
          amount in (1) and (2) as modified by the amount in (3), as follows: 
          (1) 0.6667% of the Participant's Average Annual Compensation, 
          multiplied by his or her Years of Credited Service at retirement or 
          other termination of employment to a maximum of 30 years: (2) plus 
          0.65% of the Participant's Average Annual Compensation in excess of 
          the Participant's Integration Level, multiplied by his or her Years 
          of Credited Service at retirement or other termination of 
          employment to a maximum of 30 years; (3) but in no event will the 
          total benefit on a monthly basis be less than $20. As used herein, 
          the term Integration Level shall mean $10,000.


      (b) Reduction in Excess Percentage: The excess percentage in paragraph 
          (a)(2) above may not exceed the lesser of 0.75% of the 
          Participant's Average Annual Compensation in excess of Covered 
          Compensation or if benefits commence prior to a Participant's 
          Social Security Retirement Age, the factors set forth in the table 
          which follows this paragraph, based on the Participant's Normal 
          Retirement Age or nearest age as of benefit commencement. For 
          purposes of the table, the headings "SSRA 67", "SSRA 66" and "SSRA 
          65" refer to the Participant's Social Security Retirement Age. 
          Further, the factors set forth in the table relating to age 50 
          through 54 are based on 1971 GAM 5% (male unisex).

               SSRA 67     SSRA 66     SSRA 65     Commencement Age

                0.750       0.750       0.750            67
                0.700       0.750       0.750            66
                0.650       0.700       0.750            65
                0.600       0.650       0.700            64
                0.550       0.600       0.650            63
                0.500       0.550       0.600            62
                0.475       0.500       0.550            61
                0.450       0.475       0.500            60
                0.425       0.450       0.475            59
                0.400       0.425       0.450            58
                0.375       0.400       0.425            57
                0.344       0.375       0.400            56
                0.316       0.344       0.375            55
                0.295       0.321       0.350            54
                0.275       0.300       0.327            53
                0.257       0.280       0.306            52
                0.241       0.262       0.286            51
                0.225       0.245       0.268            50

      (c) Definition Of Covered Compensation: As used herein, the term 
          Covered Compensation 

                                         21
<PAGE>

            shall mean the average (without indexing) of the Taxable Wage 
            Bases in effect for each calendar year during the 35-year period 
            ending with the last day of the calendar year in which the 
            Participant attains (or will attain) Social Security Retirement 
            Age as defined in Code Section 415(b)(8). A Participant's Covered 
            Compensation shall be automatically adjusted each Plan Year. In 
            determining a Participant's Covered Compensation for a Plan Year, 
            the Taxable Wage Base for the current Plan Year and all 
            subsequent Plan Years shall be assumed to be the same as the 
            Taxable Wage Base in effect at the beginning of the Plan Year for 
            which the determination is being made. Covered Compensation for 
            Plan Year after the 35-year period is the Participant's Covered 
            Compensation for the Plan Year during which the Participant 
            attained Social Security Retirement Age. For a Plan Year before 
            the 35-year period Covered Compensation is the Taxable Wage Base 
            in effect as of the beginning of the Plan Year. A Participant's 
            Accrued Benefit may not be reduced on account of any change in 
            such Participant's Covered Compensation. The term Taxable Wage 
            Base shall mean the maximum amount of earnings which may be 
            considered wages for such Plan Year under the Social Security Act 
            (Code Section 230).

      (d)   Minimum Benefit: Each Participant's monthly benefit shall not be 
            less than the largest periodic benefit that would have been 
            payable upon separation from Service at or prior to Normal 
            Retirement Age under the Plan exclusive of Social Security 
            supplements, premiums on disability or term insurance, and the 
            value of Disability benefits not in excess of the Normal 
            Retirement Benefit. For purposes of comparing periodic benefits 
            in the same form, commencing prior to and at Normal Retirement 
            Age, the greater benefit is determined by converting the benefit 
            payable prior to Normal Retirement Age into the same form of 
            annuity benefit payable at Normal Retirement Age and comparing 
            the amount of such annuity payments. Benefits shall be payable in 
            the form set forth in Section 5.08 or the Actuarial Equivalent 
            thereof in one of the optional forms of payment described in 
            Section 5.09 hereof.

5.02  LATE RETIREMENT BENEFIT:  In the event a Participant elects to work 
      beyond his or her Normal Retirement Age, the amount of Accrued Benefit 
      which such Participant is entitled to receive shall be determined as of 
      his or her Normal Retirement Age, and recomputed on each annual 
      anniversary thereof, in accordance with the following provisions:

      (a)   Determination:  The benefit to which the Participant is entitled 
            will be the greater of (1) the benefit to which he or she is 
            entitled based upon his Average Annual Compensation and completed 
            Years of Credited Service as of each such point in time, or (2) 
            the current Actuarial Equivalent of the Accrued Benefit 
            determined as of the Normal Retirement Age. Effective for the 
            first Plan Year which begins in 1988, such adjustment shall be 
            inclusive of any benefit adjustments in prior years in 
            subparagraph (1) hereof on the basis of the Plan as in effect on 
            the Participant's Normal Retirement Age and each annual 
            anniversary thereof.

      (b)   Coordination With Other Provisions:  Notwithstanding paragraph 
            (a) above, (1) in the case of a Top-Heavy Plan, the benefit shall 
            not be smaller than the minimum benefit to which the Employee is 
            entitled under Section 13.02; and (2) in determining the amount 
            of Accrued Benefit to which a Participant is entitled, the 
            Actuarial Equivalent value of amounts previously distributed or 
            segregated shall be taken into consideration.

5.03  DISABILITY RETIREMENT BENEFIT:

      (a)   Total and Permanent Disability:  Participant who is entitled to a 
            Vested Accrued Benefit and

                                         22
<PAGE>
            who has completed at least ten Years of Service and who shall be 
            found to have become totally and permanently disabled while an 
            Employee, as determined by a physician satisfactory to the 
            Committee, to such a degree that he or she is unable to perform 
            his or her duties for any Employer, shall be granted a Disability 
            Pension in accordance with rules established by and equitably 
            administered by the Committee. Any Participant who has satisfied 
            the requirements for Early Retirement shall be entitled to a 
            benefit under Section 5.05 or under this Section 5.03, as he or 
            she may elect.

      (b)   Commencement Date:  The Disability Pension normally will commence 
            as of the first day of the month coinciding with or next 
            following the Committee's determination of such disability and 
            will be paid in equal monthly installments while such total and 
            permanent disability continues.

      (c)   Amount of Disability Pension:

            (1)   Single Employee:  If the Participant is then unmarried (or 
                  is married and has elected to waive the Spouse's Survivor 
                  Pension) and is ineligible for disability benefits under 
                  Title II of the Federal Social Security Act, the 
                  Participant's Accrued Benefit, based on his or her Years of 
                  Credited Service up to the first day of the month 
                  coinciding with or next following his or her date of 
                  disability, multiplied by the applicable Early Retirement 
                  Reduction Factor. If such Participant is eligible for 
                  disability benefits under Title II of the Federal Social 
                  Security Act, his or her Accrued Benefit, based on his or 
                  her Years of Credited Service up to the first day of the 
                  month coinciding with or next following his or her date of 
                  disability, actuarially reduced for each year that his or 
                  her Annuity Starting Date precedes his or her attainment of 
                  Age 50.

            (2)   Married Employee:  If the Participant is then married (and 
                  the Spouse's Survivor Pension has not been waived), the 
                  benefit shall be as described in (1) above multiplied by the 
                  applicable Spouse's Pension Conversion Factor.

      (d)   Conditions:

            (1)   Except as otherwise provided, the determination of the 
                  Committee, after receiving medical advice, as to whether or 
                  not a Participant is or continues to be totally and 
                  permanently disabled shall be final and conclusive. Every 
                  Disabled Participant shall submit to examination as often 
                  as the Committee shall require. A Disabled Participant 
                  shall accrue no additional Years of Service during the 
                  period for which he or she is receiving a Disability 
                  Pension.

            (2)   The Participant's Disability Pension will be paid on the 
                  assumption that he or she is not eligible for disability 
                  benefits under Title II of the Federal Social Security Act 
                  and shall be adjusted retroactively upon a determination by 
                  the Social Security Administration that he or she is 
                  eligible for such benefits to the later of the date the 
                  benefit commenced or the first day of the month coincident 
                  with or next following the date Social Security determines 
                  to be the date of disability. For purposes hereof, the 
                  phrase disability benefits under Title II of the Federal 
                  Social Security Act shall apply only to such disability 
                  benefits under such Act that are attributable to the same 
                  illness or injury which gave rise to eligibility for a 
                  Disability Pension under this Plan.

                                            23
<PAGE>

               If the Social Security Administration determines that a 
               Participant receiving a Disability Pension under this Plan, and
               who was receiving disability benefits under Title II of the
               Federal Social Security Act, is not longer eligible for such 
               Social Security disability benefits, the benefit payable under
               this Plan to such Participant shall be recalculated pursuant 
               to Section 5.03(c) above.

               Such recalculation shall occur when the final determination by
               the Social Security Administration concerning the ineligibility
               for disability benefits under Title II of the Federal Social
               Security Act has been made. The effective date of such 
               recalculation shall be the first day of the month following the 
               month in which the last Social Security disability benefit was
               received.

           (3) If any Disabled Participant returns to work as an Employee, 
               his or her Disability Pension shall cease, he or she again 
               shall become a Participant of this Plan, and any Years of 
               Credited Service and years of service standing to his or her 
               credit when he or she became disabled shall be restored to him 
               or her. Any Disabled Participant who ceases to be totally and 
               permanently disabled prior to his or her Normal Retirement 
               Date and who fails to return to work for an Employer hereunder 
               shall receive no further benefit of any kind under this Plan 
               except to the extent vested.

           (4) A Disabled Participant shall not have the right to elect any of 
               the options provided by Exhibit A, and any such election 
               previously made shall be null and void.

 
5.04  DEFINITE BENEFIT REQUIREMENTS: The amount and Actuarial Equivalent of 
      any benefit under the terms of this Plan will be be the Actuarial 
      Equivalent of the Normal Retirement Benefit. However, the preceding 
      sentence shall not apply to the extent it would cause the Plan to fail 
      to satisfy the requirements of Article 9.

5.05  EARLY RETIREMENT BENEFIT:  Any Participant who meets the age and 
      Service requirements for Early Retirement shall be eligible to retire 
      and to receive the Actuarial Equivalent of his or her Accrued Benefit. 
      If a Participant separates from Service before satisfying the age 
      requirement for Early Retirement, but has satisfied the Service 
      requirement, the Participant will be entitled to elect an Early 
      Retirement Benefit upon satisfaction of such age requirement.

5.06  CASH-OUT OF RETIREMENT BENEFITS:  If a Participant terminates Service, 
      and is 100% vested and eligible for Normal Early, or Disability 
      Retirement and the Actuarial Equivalent of the Participant's vested 
      Accrued Benefit derived from Employer and Employee contributions is  
      not greater than $3,500, the Participant will receive a lump sum 
      distribution of the Actuarial Equivalent of the Accrued Benefit as soon 
      as administratively feasible, but not later than the end of the second 
      Plan Year after the Participant ceases to be an Employee.

5.07  IMMEDIATELY DISTRIBUTABLE BENEFITS:  If the Actuarial Equivalent of a 
      Participant's vested Accrued Benefit derived from Employer and Employee 
      contributions exceeds $3,500 or at the time of any prior distribution 
      it exceeded $3,500 or the Actuarial Equivalent of any prior 
      distribution when added to the Actuarial Equivalent of the 
      Participant's present vested Accrued Benefit exceeds $3,500 and the 
      Accrued Benefit is immediately distributable in any form, the 
      Participant and his Spouse (or where either the Participant or the 
      Spouse has died, the Participant's survivor or Beneficiary) must 
      consent to any distribution of such Accrued Benefit, in accordance with 
      the following provisions:

                                       24

<PAGE>
          (a)  Time Period For Consent:  The consent of the Participant and the 
               Participant's Spouse shall be obtained in writing within the 
               90-day period ending on the Annuity Starting Date.

          (b)  Notification Requirements:  The Plan Administrator shall 
               notify the Participant and the Participant's Spouse of the 
               right to defer any distribution until the Participant's Early 
               or Normal Retirement Age, or to receive the distribution in 
               accordance with Article 7. Such notification shall include a 
               general description of the material features, and an 
               explanation of the relative values of the optional forms of 
               benefit available under the Plan in a manner that would 
               satisfy the notice requirements of Code Section 417(a)(3), and 
               shall be provided no less than 30 days and no more than 90 
               days prior to the Annuity Starting Date.

          (c)  Only Participant Must Consent To Joint And Survivor Annuity: 
               Notwithstanding the foregoing, only the Participant need 
               consent to the commencement of a distribution in the form of a 
               Qualified Joint and Survivor Annuity while the Accrued 
               Benefits is immediately distributable. Neither the consent of 
               the Participant nor the Participant's Spouse shall be required 
               to the extent that a distribution is required to satisfy Code 
               Section 401(a)(9).

          (d)  When Is A Benefit Immediately Distributable: An Accrued 
               Benefit is immediately distributable if any part of the Accrued 
               Benefit could be distributed to the Participant (or Surviving 
               Spouse) before the Participant attains (or would have attained 
               if not deceased) the later of Normal Retirement Age or age 62.

   5.08    FORM OF PAYMENT:  The payment of the Normal Retirement Benefit or 
           any other distributions of benefits shall be subject to the Joint 
           And Survivor Annuity Requirements of Article 7. The Normal 
           Retirement Benefit form of payment, as so limited by Article 7 
           will be automatic unless the Participants files a written 
           application with the Employer prior to actual retirement or 
           benefit commencement requesting an optional form of payment.

    5.09   OPTIONAL FORMS OF PAYMENT:  In lieu of the Normal Retirement 
           Benefit, a Participant who is eligible for Normal or Early 
           Retirement may, subject to the requirements of Article 7, make 
           written application to the Plan Administrator requesting one of the 
           optional forms of payment which are set forth in Exhibit A 
           attached hereto and by reference made a part hereof. Each optional 
           form of payment (1) shall be the Actuarial Equivalent of the 
           Normal Retirement Benefit, and (2) shall be made directly from the 
           Fund or, if directed by the Plan Administrator, through the 
           purchase of a paid-up nontransferable annuity contract. No optional
           form which is made available to a Participant may be eliminated in 
           future Plan amendments, with respect to Accrued Benefits earned 
           prior to the later of the date the amendment is adopted or 
           effective or is communicated to Participants.

    5.10   COMMENCEMENT OF BENEFITS:  Subject to the required commencement of 
           benefits in Section 6.02, unless a Participant elects otherwise in 
           writing, distribution of benefits will begin no later than the 
           60th day (or such other reasonable period as is administratively 
           feasible) after the close of the Plan Year in which the later of 
           the following occurs: (a) the Participant attains age 65 (or, if 
           earlier, Normal (or Early) Retirement Age provided the Participant 
           completed any Service requirement for Early Retirement Age as of 
           his or her termination date) (b) the 10th anniversary of the year 
           in which the Participant commenced participation in the Plan, or 
           (c) the Participant terminates Service with the Employer. However, 
           notwithstanding the foregoing, the failure of a Participant and 
           Spouse to consent to a distribution while a benefit is immediately 
           distributable within the meaning of Section 5.07 of the Plan, 
           shall be deemed an election to defer commencement of payment of 
           any benefit. 

                                           25
<PAGE>

5.11  IN-SERVICE WITHDRAWALS NOT PERMITTED:  Benefits accrued from Employer 
      contributions may not commence to be paid prior to Normal Retirement 
      Age; or retirement upon Normal or Early Retirement Age, Disability 
      retirement, termination of employment, Plan termination, or death.

5.12  CLAIMS PROCEDURES:  Upon retirement, death, or other termination of 
      employment, the Participant or representative of such Participant may 
      make application to the Plan Administrator requesting payment of 
      benefits due and the manner of payment, in accordance with the 
      following:

      (a)   Automatic Payment If No Application Is Made:  If no application 
            for benefits is made, the Plan Administrator shall automatically 
            pay any vested benefit due hereunder as a Normal Retirement 
            Benefit (subject to Article 7) no later than the time prescribed 
            in Section 5.10.

      (b)   Denial of Claim:  If an application for benefits is made, the 
            Plan Administrator shall accept, reject, or modify such request 
            and shall notify the Participant in writing setting forth the 
            response of the Plan Administrator and in the case of a denial or 
            modification the Plan Administrator shall (1) state the specific 
            reason or reasons for the denial, (2) provide specific reference 
            to pertinent Plan provisions on which the denial is based, (3) 
            provide a description of any additional material or information 
            necessary for the Participant or his representative to perfect 
            the claim and an explanation of why such material or information 
            is necessary, and (4) explain the Plan's claim review procedure 
            as contained herein.

      (c)   Review Procedure:  In the event the request is rejected or 
            modified, the Participant or his representative may within 60 
            days following receipt by the Participant or representative of 
            such rejection or modification, submit a written request for 
            review by the Plan Administrator of its initial decision. Within 
            60 days following such request for review, the Plan Administrator 
            shall render its final decision in writing to the Participant or 
            representative stating specific reasons for such decision. If the 
            Participant or representative is not satisfied with the Plan 
            Administrator's final decision, the Participant or representative 
            can institute an action in a federal court of competent 
            jurisdiction; for this purpose, process would be served on the 
            Plan Administrator.

5.13  DIRECT ROLLOVERS:  This Section 5.13 applies to distributions made on 
      or after January 1, 1993. Notwithstanding any provision of the Plan to 
      the contrary that would otherwise limit a distributee's election under 
      this Article, a distributee may elect, at the time and in the manner 
      prescribed by the Plan Administrator, to have any portion of an 
      eligible rollover distribution paid directly to an eligible retirement 
      plan specified by the distributee in a direct rollover.

      (a)   Eligible Rollover Distribution:  An eligible rollover 
            distribution is any distribution of all or any portion of the 
            balance to the credit of the distributee, except that an eligible 
            rollover distribution does not include: any distribution that is 
            one of a series of substantially equal periodic payments (not 
            less frequently than annually) made for the life (or life 
            expectancy) of the distributee or the joint lives (or joint life 
            expectancies) of the distributee and his or her designated 
            Beneficiary, or for a specified period of ten years or more; any 
            distribution to the extent such distribution is required under 
            Code Section 401(a)(9); and the portion of any distribution that 
            is not includible in gross income.

      (b)   Eligible Retirement Plan:  An eligible retirement plan is an 
            individual retirement account described in Code Section 408(a), 
            an individual retirement annuity described in Code Section 
            408(b), an annuity plan described in Code Section 403(a), or a 
            qualified trust described in

                                      26
<PAGE>

            Code Section 401(a), that accepts the distributee's eligible 
            rollover distribution. However, in the case of an eligible 
            rollover distribution to the Surviving Spouse, an eligible 
            retirement plan is an individual retirement account or individual 
            retirement annuity.

      (c)   Distributee:  A distributee includes a Participant entitled to 
            benefits, a Surviving Spouse and the Participant's Spouse or 
            former Spouse who is an alternate payee under a Qualified 
            Domestic Relations Order, as defined in Code Section 414(p).

      (d)   Direct Rollover:  A direct rollover is a payment by the Plan to 
            the eligible retirement plan specified by the distributee.


                                     27
<PAGE>
                              ARTICLE 6
                       DISTRIBUTION REQUIREMENTS


6.01  PAYMENT SUBJECT TO JOINT AND SURVIVOR PROVISIONS:  Any benefit payable 
      under this Article is subject to the Joint and Survivor Annuity 
      provisions set forth in Article 7.  The requirements of this Article 
      shall apply to any distribution of a Participant's interest and will 
      take precedence over any inconsistent provisions of this Plan.  Unless 
      otherwise specified, the provisions of this Article apply to calendar 
      years beginning after 1984.

6.02  MINIMUM DISTRIBUTION REQUIREMENTS:  All distributions required under 
      this Article shall be determined and made in accordance with the 
      minimum distribution requirements of Code Section 401(a)(9) and the 
      regulations thereunder, including the minimum distribution incidental 
      benefit rules found at Regulation Section 1.401(a)(9)-2.  The entire 
      interest of a Participant must be distributed or begin to be 
      distributed no later than the Participant's Required Beginning Date.  
      Life expectancy and joint and last survivor life expectancy are 
      computed by using the expected return multiples found in Tables V and 
      VI of Regulation Section 1.72-9.

6.03  LIMIT ON DISTRIBUTION PERIODS:  As of the First Distribution Calendar 
      Year, distributions not made in a single-sum may not be made over a 
      period longer than one of the following periods (or a combination 
      thereof):  (a) the life of the Participant;  (b) the life of the 
      Participant and a Beneficiary; (c) a period certain not extending 
      beyond the life expectancy of the Participant;  or (d) a period certain 
      not extending beyond the joint and last survivor expectancy of the 
      Participant and a Beneficiary.

6.04  DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR:  If the 
      Participant's interest in the Plan is to be in the form of an annuity 
      or periodic distributions under the Plan, payments shall satisfy the 
      following requirements:

      (a)  Payments Must Be Periodic:  The annuity or periodic distributions  
           must be paid in periodic payments made at intervals not 
           longer than one year.

      (b)  Life Expectancy Requirements:  The distribution period must be  
           over a life (or lives) or over a period certain not longer than a 
           life  expectancy (or joint life and last survivor expectancy)  
           described in Code Sections 401(a)(9)(A)(ii) or 401(a)(9)(b)(iii) 
           whichever is applicable; and the life expectancy (or joint life and 
           last survivor expectancy) for purposes of determining the period 
           certain shall be determined without recalculation of life 
           expectancy.

      (c)  Period Certain Payments:  Once payments have begun over a period 
           certain, the period certain may not be lengthened even if it is 
           shorter than the maximum permitted.

      (d)  Increases In Payments:  Payments must be either determined on a 
           nonincreasing basis or increase only as follows:  (1)  with any 
           percentage increase in a specified and generally recognized 
           cost-of-living index;  (2)  to the extent of the reduction to the 
           amount of the Participant's payments to provide for a survivor 
           benefit upon death, but only if the Beneficiary whose life was 
           being used to determine the distribution period described in 
           Section 6.03 above dies and the payments continue otherwise in 
           accordance with that Section over the life of the Participant;  
           (3)  to provide cash refunds of Employee contributions upon the 
           Participant's death;  or (4)  because of an increase in benefits 
           under the Plan.

                                   28
<PAGE>

      (e)  Life Annuity Payments:  If the annuity or periodic distribution is 
           in the form of a life annuity (or a life annuity with a period 
           certain not exceeding 20 years), the amount which must be 
           distributed on or before the Participant's Required Beginning 
           Date (or, in the case of distributions after the death of the 
           Participant, the date distributions are required to begin 
           pursuant to Section 6.07) shall be the payment which is required 
           for one payment interval.  The second payment need not be made 
           until the end of the next payment interval even if that payment 
           interval ends in the next calendar year.  Payment intervals are 
           the periods for which payments are received, e.g., bimonthly, 
           monthly, semi-annually, or annually.

      (f)  Payments With No Life Contingency:  If the annuity or periodic 
           distribution is a period certain annuity or installment payments 
           without a life contingency (or is a life annuity with a period 
           certain exceeding 20 years) periodic payments for each 
           distribution calendar year shall be combined and treated as an 
           annual amount.  The amount which must be distributed by the 
           Participant's Required Beginning Date (or, in the case of 
           distributions after the death of the Participant, the date 
           distributions are required to begin pursuant to Section 6.07) is 
           the annual amount for the First Distribution Calendar Year.  The 
           annual amount for other Distribution Calendar Years, including 
           the annual amount for the calendar year in which the 
           Participant's Required Beginning Date (or the date distributions 
           are required to begin pursuant to Section 6.07 below) occurs, 
           must be distributed on or before December 31 of the calendar year 
           for which the distribution is required.

      (g)  Post-1989 Annuities:  Annuities purchased after 1988, are subject 
           to the following additional conditions:  (1)  unless the 
           Participant's Spouse is the Beneficiary, if the Participant's 
           interest is being distributed in the form of a period certain 
           annuity without a life contingency, the period certain as of the 
           beginning of the First Distribution Calendar Year may not exceed 
           the applicable period determined using the table set forth in Q&A 
           A-5 of Regulations Section 1.401(a)(9)-2;  and (2) if the 
           Participant's interest is being distributed in the form of a 
           Joint and Survivor Annuity for the joint lives of the Participant 
           and a nonspouse Beneficiary, annuity payments to be made on or 
           after the Participant's Required Beginning Date to the 
           Beneficiary after the Participant's death must not at any time 
           exceed the applicable percentage of the annuity payment for such 
           period that would have been payable to the Participant using the 
           table set forth in Q&A A-6 of Regulation Section 1.401(a)(9)-2.

      (h)  Transitional Rule:  If payments under an annuity which complies 
           with sub-paragraph (a)  above begin prior to 1989, the minimum 
           distribution requirements in effect as of July 27, 1987, shall 
           apply to distributions form this Plan, regardless of whether the 
           annuity form of payment is irrevocable.  This transitional rule 
           also applies to deferred annuity contracts distributed to or 
           owned by the Participant prior to 1989, unless additional 
           contributions are made under the Plan by the Employer with 
           respect to such contract.

      (i)  Distribution Of Additional Accrued Benefit:  If the form of 
           distribution is an annuity made in accordance with this Section 
           6.04, any additional benefits accruing to the Participant after 
           his or her Required Beginning Date shall be distributed as a 
           separate and identifiable component of the annuity beginning with 
           the first payment interval ending in the calendar year 
           immediately following the calendar year in which such amount 
           accrues.

      (j)  Distribution Of Individual Account:  Any part of the Participant's 
           interest which is in the form of an individual account shall be 
           distributed in a manner satisfying the requirements of Code 
           Section 401(a)(9) and the regulations thereunder.

                                            29
<PAGE>

6.05  REQUIRED BEGINNING DATE:  Distribution of a Participant's benefits will 
      begin on the Required Beginning Date in accordance with the following 
      provisions:

      (a)    General Rule:  The Required Beginning Date of a Participant is 
             the first day of April of the calendar year following the calendar
             year in which the Participant attains age 70 1/2.

      (b)    Transitional Rules:  The Required Beginning Date of a Participant
             who is not a 5-percent owner, who attained age 70 1/2 during 
             1988 and who had not retired as of 1989, is April 1 1990.  The
             Required Beginning Date of a Participant who attained age 70 1/2
             before 1988, shall be determined in accordance with the 
             following: (1) the Required Beginning Date of a Participant who 
             is not a 5-percent owner the first day of April of the 
             calendar year following the calendar year in which the later of 
             retirement or attainment of age 70 1/2 occurs; and (2) the 
             Required Beginning Date of a Participant who is a 5-percent 
             owner during any year beginning after 1979, is the first day of 
             April following the later of (i) the calendar year in which the 
             Participant attains age 70 1/2, or (ii) the earlier of the 
             calendar year with or within which ends the Plan Year in which 
             the Participant becomes a 5-percent owner, or the calendar year 
             in which the Participant retires.

      (c)    Who Is Treated As A 5-Percent Owner:  A Participant is treated 
             as a 5-percent owner for purposes of this paragraph if such 
             Participant is a 5-percent owner as defined in Code Section 
             416(i) (determined in accordance with Code Section 416 but 
             without regard to whether the Plan is Top-Heavy) at any time 
             during the Plan Year ending with or within calendar year in 
             which such owner attains age 66 1/2 or any subsequent Plan Year.

      (d)    Distributions Must Continue Once Begun:  Once distributions have 
             begun to a 5-percent owner under this Section, they must 
             continue to be distributed, even if the Participant ceases to be 
             a 5-percent owner in a subsequent year.

6.06  DESIGNATION OF BENEFICIARY FOR DEATH BENEFIT:  Each Participant shall 
      file a written designation of Beneficiary with the Plan Administrator 
      upon qualifying for participation in the Plan.  If the Participant also 
      is covered by an insurance contract, the Participant's designated 
      Beneficiary shall be entitled to any death benefits payable under the 
      terms of such insurance contact.

6.07  DEATH PRIOR TO COMMENCEMENT OF BENEFITS:  If a Participant dies after 
      distribution of his or her benefits has commenced, the remaining 
      portion of such interest will continue to be distributed at least as 
      rapidly as under the method of distribution being used prior to the 
      Participant's death.

6.08  DEATH PRIOR TO COMMENCEMENT OF BENEFITS:  If a Participant dies before 
      distribution of his or her benefits commences, the Participant's entire 
      death benefit, if any, will be distributed no later than the December 
      31 of the calendar year containing the 5th anniversary of the 
      Participant's death except to the extent that an election is made to 
      receive distributions in accordance with paragraph (a) or paragraph (b) 
      below:

      (a)    Distributions Made To Participant's Beneficiary:  If any portion 
             of the Participant's interest is payable to a Beneficiary, 
             distributions may be made in substantially equal installments over
             the life or over a period certain not greater than the life 
             expectancy of the Beneficiary commencing on or before December 
             31 of the calendar year immediately following the calendar year 
             in which the Participant died.

                                         30
<PAGE>
      (b)    Distributions Made To Participant's Surviving Spouse:  If the 
             Beneficiary is the Participant's Surviving Spouse, the date 
             distributions are required to begin in accordance with (a) above 
             shall be the later of (1) December 31 of the calendar year 
             immediately following the calendar year in which the Participant 
             died, and (2) December 31 of the calendar year in which the 
             Participant would have attained at 70 1/2.  If the Spouse dies 
             before payments begin, subsequent distributions shall be made 
             pursuant to this Section 6.08 with the exception of paragraph 
             (b) as if the Spouse had been the Participant.

6.09  CALCULATION OF LIFE EXPECTANCY:  If payout is through other than the 
      purchase of an immediate annuity, the applicable calendar year shall be 
      the First Distribution Calendar Year and, if life expectancy is 
      being recalculated, each succeeding calendar year.  If annuity payments 
      commence before the Required Beginning Date, the applicable calendar 
      year is the year such payments commence.  If distribution is in the 
      form of an immediate annuity purchased after the Participants's death 
      with the Participant's remaining interest, the applicable calendar year 
      is the year of purchase.  For purposes of Section 6.08, payments will 
      be calculated by use of the return multiples specified in Section 
      1.72-9 of the Income Tax Regulations. Life expectancy of a Surviving 
      Spouse may be recalculated annually, however, in the case of any other 
      designated Beneficiary, such life expectancy will be calculated at the 
      time payment first commences and payments for any 12-consecutive month 
      period will be based on such life expectancy minus the number of whole 
      years passed since distribution first commenced.

6.10  BENEFICIARY ELECTION OF DISTRIBUTION METHOD: If the Participant has not 
      made an election pursuant to Section 6.08 by the time of his or her 
      death, the Participant's Beneficiary must elect the method of 
      distribution no later than the earlier of (a) December 31 of the 
      calendar year in which distributions would be required to begin under 
      said Section, or (b) December 31 of the calendar year which contains 
      the fifth anniversary of the date of death of the Participant.  If the 
      Participant has no Beneficiary, or if the Beneficiary does not elect a 
      method of distribution, distribution of the Participant's entire interest
      must be completed by December 31 of the calendar year containing the 
      fifth anniversary of the Participant's death.

6.11  PAYMENTS TO A CHILD OF A PARTICIPANT:  For purpose of this Article, any 
      amount paid to a child of the Participant will be treated as if it had 
      been paid to the Surviving Spouse if the amount become payable to the 
      Surviving Spouse when the child reaches the age of majority.

6.12  DEEMED DISTRIBUTION STARTING DATE:  For purposes of this Article 6, 
      distribution of a Participant's interest is considered to begin on the 
      Participant's Required Beginning Date (or, if Section 6.08 above is 
      applicable, the date distribution is required to begin to the Surviving 
      Spouse pursuant to said Section).  If distribution in the form of an 
      annuity described in Section 6.04(a) above irrevocably commences to the 
      Participant before the Required Beginning Date, the date distribution is 
      considered to begin is the date distribution actually commences.

6.13  TRANSITIONAL RULE:  Notwithstanding the other requirements of this 
      Article and subject to the requirements of Article 7, Joint and Survivor 
      Annuity Requirements, distribution on behalf of any Participant, 
      including a 5-percent owner, may be made in accordance with all of the
      following requirements (regardless of when such distribution commences):

      (a)   Basic Requirements For Distributions:  (1) The distribution by 
            the Trust is one which would not have disqualified such Trust under
            Code Section 401(a)(9) as in effect prior to amendment by the 
            Deficit Reduction Act of 1984; (2) the distribution is in 
            accordance with

                                            31
<PAGE>
            a method of distribution designated by the Participant whose 
            interest in the Trust is being distributed or, if the Participant 
            is deceased, by a Beneficiary of such Participant; (3) such 
            designation was in writing, was signed by the Participant or the 
            Beneficiary, and was made before 1984; (4) the Participant had 
            accrued a benefit under the Plan as of December 31, 1983; and (5) 
            the method of distribution designated by the Participant or the 
            Beneficiary specifies the time at which distribution will 
            commence, the period over which distributions will be made, and 
            in the case of any distribution upon the Participant's death, the 
            Beneficiaries of the Participant listed in order of priority.

      (b)   Distributions Upon Death:  A distribution upon death will not be 
            covered by this transitional rule unless the information in the 
            designation contains the required information described above 
            with respect to the distributions to be made upon the death of 
            the Participant.

      (c)   Distribution Made Before January 1, 1984:  For any distribution  
            which commences before 1984, but continues after 1983, the 
            Participant, or the Beneficiary to whom such distribution is 
            being made, will be presumed to have designated the method of 
            distribution under which the distribution is being made if the 
            method of distribution was specified in writing and the 
            distribution satisfies the requirements in paragraph (a)(1) and 
            paragraph (a)(5).

      (d)   Revocation of Designation:  If a designation is revoked any 
            subsequent distribution must satisfy the requirements of Code 
            Section 401(a)(9) and the regulations thereunder.  If a 
            designation is revoked subsequent to the date distributions are 
            required to begin, the Trust must distribute by the end of the 
            calendar year following the calendar year in which the revocation 
            occurs the total amount not yet distributed which would have 
            been required to have been distributed to satisfy Code Section 
            401(a)(9) and the regulations thereunder, but for the Tax Equity 
            and Fiscal Responsibility Act Section 242(b)(2) election.  For 
            calendar years beginning after 1988, such distributions must meet 
            the minimum distribution incidental benefit requirements in 
            Regulation Section 1.401(a)(9)-2.  Any changes in the designation 
            will be considered to be a revocation of the designation.  
            However the mere substitution or addition of another Beneficiary 
            (one not named in the designation) under the designation will not 
            be considered to be a revocation of the designation, so long as 
            such substitution or addition does not alter the period over 
            which distributions are to be made under the designation, 
            directly or indirectly (for example, by altering the relevant 
            measuring life).  In the case in which an amount is transferred 
            or rolled over from one plan to another plan, the rules in Q&A 
            J-21 and Q&A J-3 of Regulation Section 1.401(a)(9)-1 shall apply.


                                       32

<PAGE>
                                       
                                   ARTICLE 7 
              JOINT AND SURVIVOR AND DEATH BENEFIT REQUIREMENTS

7.01  PRECEDENCE OVER CONFLICTING PROVISIONS:  The provisions of this Article 
      shall take precedence over any conflicting provision in this Plan.

7.02  PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY:  Unless an optional 
      form of benefit is selected pursuant to a Qualified Election within the 
      90-day period ending on the Annuity Starting Date, a married 
      Participant's vested Accrued Benefit will be paid in the form of a 
      Qualified Joint and Survivor Annuity, and an unmarried Participant's 
      vested Accrued Benefit will be paid in the form of the Normal 
      Retirement Benefit unless an optional form is elected by the 
      Participant.  The Participant may elect to have such annuity 
      distributed upon attainment of the Earlier Retirement Age under the 
      Plan.

7.03  DEATH BENEFIT PRIOR TO COMMENCEMENT OF BENEFITS:  There shall be no 
      benefits payable upon the death of a Participant or former Participant 
      prior to the commencement of benefits other than that provided for in 
      Section 7.04.

7.04  QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY:  If prior to the 
      commencement of benefits the Participant dies with a Surviving Spouse, 
      the Surviving Spouse shall receive the following benefits prior to the 
      payment of any death benefits to a non-Spouse Beneficiary:

      (a)   Surviving Spouse:  The Surviving Spouse will be entitled to (1) 
            the same benefit that would be payable if the Participant had 
            retired with an immediate Qualified Joint and Survivor Annuity on 
            the day before the Participant's date of death, or (2) if the 
            Participant dies before the Earliest Retirement Age, the same 
            benefit that would be payable if the Participant had (i) 
            separated from Service on the date of death, (ii) survived to the 
            Earliest Retirement Age, (iii) retired with an immediate 
            Qualified Joint and Survivor Annuity at the Earliest Retirement 
            Age, and (iv) died on the day after the Earliest Retirement Age.

      (b)   Commencement Of Benefits:  The Surviving Spouse may elect to 
            commence payment under such annuity within a reasonable period 
            after the Participants's death in accordance with Article 6.  The 
            Actuarial Equivalent value of benefits which commence later than 
            the date on which payments would have been made to the Surviving 
            Spouse under a Qualified Joint and Survivor Annuity in 
            accordance with this provision shall be adjusted to reflect the 
            delayed payment.  For purposes of paragraph (a)(2) and subject 
            to Section 6.04 of the Plan, a Surviving Spouse will begin to 
            receive payments at the Earliest Retirement Age unless such 
            Surviving Spouse elects a later date.  Benefits commencing after 
            the Earliest Retirement Age will be the Actuarial Equivalent of 
            the benefit to which the Surviving Spouse would have been 
            entitled if benefits had commenced at the Earliest Retirement Age 
            under an immediate Qualified Joint and Survivor Annuity in 
            accordance with paragraph (a)(2).

       (c)  Upon death of a Participant who has satisfied the requirements 
            for Early Retirement or is on Deferred Retirement and who is not 
            survived by a Spouse, a benefit shall be payable to the 
            Participant's Beneficiary equal to the excess, if any, of (1) the 
            Actuarial Equivalent of the Accrued Benefit to which the 
            Participant would have been entitled had he or she not died, but 
            had terminated his or her employment or retired on the first day 
            of the month in which his or her death occurred over (2) one and 
            one-half times the Participant's annual

                                       33
<PAGE>

            Compensation for the calendar year preceding his or her death (for a
            salesman or truckdriver, his or her average annual 
            Compensation for the three calendar years immediately 
            preceding his or her death shall be used).  Such death benefit 
            (with no adjustment for interest) shall be assumed payable on      
            the first day of the following month.  If the amount of benefit 
            paid under the Employer's group life insurance coverage paid 
            for entirely by the Employer exceeds one and one-half times 
            the deceased Participant's annual Compensation for the 
            calendar year preceding his or her death (for a salesman or 
            truckdriver, his or her average annual Compensation for three 
            calendar years immediately preceding death shall be used), the 
            death benefit paid from the plan will be reduced by the excess 
            group life insurance.

            In the event that the Actuarial Equivalent of the Spouse's Survivor 
            Pension payable under subsection (a) above is less than the 
            benefit that would otherwise be payable hereunder had the 
            deceased Participant not qualified for a Spouse's Survivor 
            Pension, the Spouse's Survivor Pension payable under subsection 
            (a) above shall be increased to an amount having an Actuarial 
            Equivalent equal to such greater value.

  (d)  Named Beneficiary:  After satisfaction of the Qualified Pre-Retirement   
       Survivor Annuity death benefit provided hereunder to the Surviving 
       Spouse, the balance of the Participant's death benefit in Section 
       7.03 shall be paid to the Participant's Beneficiary.

  (e)  Treatment of Employee Contributions:  For the purposes of this Section 
       7.04, the portion of the benefit payable to the Surviving Spouse 
       which is attributable to Employee Contributions shall be in the same 
       proportion as the Employee contributions is to the Actuarial 
       Equivalent of the Accrued Benefit of the Participant.

7.05  QUALIFIED ELECTION:  A Qualified Election is an election to waive a 
Qualified Joint and Survivor Annuity or a Qualified Pre-retirement Survivor 
Annuity, subject to the following:

  (a)  Spousal Consent:  The election shall not be effective unless (1) 
       the Participant's Spouse consents in writing to the election; (2) the 
       election designates a specific Beneficiary, including any class of 
       Beneficiaries or any contingent Beneficiaries, which may not be changed
       without spousal consent (or the Spouse expressly permits designations by
       the Participant without any further spousal consent); (3) the Spouse's 
       consent acknowledges the effect of the election; and (4) the Spouse's 
       consent is witnessed by a Plan representative or notary public.

  (b)  Additional Requirements:  Additionally, a Participant's waiver 
       of the Qualified Joint and Survivor Annuity shall not be effective unless
       the election designates a form of benefit payment which may not be 
       changed without spousal consent (or the Spouse expressly permits 
       designations by the Participant without any further spousal consent).  
       If it is established to the satisfaction of the Plan Administrator that 
       there is no Spouse or that the Spouse cannot be located, a waiver will 
       be deemed a Qualified Election.  Any consent by a Spouse obtained under 
       this provision (or establishment that the consent of a Spouse may not be
       obtained) shall be effective only with respect to such Spouse.  A consent
       that permits designations by the Participant without any requirement of 
       further consent by such Spouse must acknowledge that the Spouse has the 
       right to limit consent to a specific Beneficiary, and a specific form of
       benefit where applicable, and that the Spouse voluntarily elects to 
       relinquish either or both of such rights.  A revocation of a prior 
       waiver may be made by a Participant without the consent of the Spouse at
       any time before the commencement of benefits.  The number of revocations
       shall not be limited.  No consent obtained under this provision shall be
       valid

                                           34
<PAGE>

       unless the Participant has received notice as provided in 
       paragraphs 7.05 and 7.06 below.

7.06  NOTICE REQUIREMENTS FOR JOINT AND SURVIVOR ANNUITY:  The Plan 
      Administrator shall no less than 30 days and no more than 90 days prior 
      to the Annuity Starting Date provide each Participant a written 
      explanation of (a) the terms and conditions of a Qualified Joint and 
      Survivor Annuity; (b) the Participant's right to make and the effect of an
      election to waive the qualified Joint and Survivor Annuity form of 
      benefit; (c) the rights of a Participant's Spouse; (d) the right to make, 
      and the effect of, a revocation of a previous election to waive the 
      Qualified Joint and Survivor Annuity; and (e) the relative values of the 
      various optional forms of benefits under the Plan.  Notice shall be 
      provided not less than 30 days and no more than 90 days prior to the 
      Annuity Starting date.

7.07  NOTICE REQUIREMENTS FOR PRE-RETIREMENT SURVIVOR ANNUITY:  The Plan 
      Administrator shall provide each Participant a written explanation of the
      Qualified Pre-Retirement Survivor Annuity in such terms and in such manner
      as would be comparable to the explanation provided for meeting the 
      requirements of paragraph 7.6 applicable to a Qualified Joint and Survivor
      Annuity.  The applicable period for a Participant is whichever of the 
      following periods ends last:

      (a)    Definition Of Applicable Period:  (1) The period beginning with 
             the first day of the Plan Year in which the Participant attains age
             32 and ending with the close of the Plan Year preceding the Plan 
             Year in which the Participant attains age 35; (2) a reasonable 
             period ending after the individual becomes a Participant; (3) 
             a reasonable period ending after this paragraph ceases to apply to
             the Participant; or (4) a reasonable period ending after this 
             Article first applies to the Participant.

      (b)    Rule For Participants Who Terminate Before Age 35:  
             Notwithstanding the foregoing, notice must be provided within a 
             reasonable period ending after separation from Service in the case 
             of a Participant who separates from Service before attaining age 
             35. For purposes of applying the above, a reasonable period ending
             after the enumerated events described in section (a)(2), (3) and 
             (4) is the end of the 2-year period beginning 1 year prior to the 
             date the applicable event occurs, and ending one-year after that 
             date.  In the case of a Participant who separates from Service 
             before the Plan Year in which age 35 is attained, notice shall be 
             provided within the 2-year period beginning 1 year prior to 
             separation and ending 1 year after separation.  If such a 
             Participant thereafter returns to employment with the Employer, the
             applicable period for such Participant shall be redetermined.

                                              35
<PAGE>

                                   ARTICLE 8
                              VESTING OF BENEFITS

     8.01     EMPLOYER PAID BENEFITS:  A Participant shall acquire a vested 
              and nonforfeitable interest in his or her Accrued Benefit 
              attributable to Employer contributions upon attaining Normal 
              Retirement Age, Early Retirement Age, upon retirement due to 
              Disability, or upon termination of the Plan.  All other 
              Participants shall acquire a vested interest in their Accrued 
              Benefits in accordance with either of the following tables:

              (a)  Non-Top heavy Vesting:  For any Plan Year in which the 
                   Plan is not considered a Top-Heavy Plan, a Participant 
                   shall be vested as follows:

                         Years Of Service            Vested Percentage
                               1                            0%
                               2                            0%
                               3                            0%
                               4                            0%
                               5                          100%

              (b)  Top Heavy Vesting:  For any Plan Year in which the Plan is 
                   considered a Top-Heavy Plan, and for each Plan Year 
                   thereafter, a Participant shall be vested as follows:

                          Years Of Service            Vested Percentage
                               2                            20%
                               3                            40%
                               4                            60%
                               5                            80%
                               6                           100%

              (c)  Amendment To Vesting Schedule:  No amendment of the 
              vesting schedule shall directly or indirectly deprive a 
              Participant of his or her nonforfeitable right to benefits 
              accrued to the date of the amendment.  If the Plan's vesting 
              schedule is amended or the Plan is amended in any way that 
              directly or indirectly affects the computation of a 
              Participant's nonforfeitable percentage, or if the Plan is 
              deemed amended by an automatic change to or from a top-heavy 
              vesting schedule, each Participant with at least 3 Years of 
              Service with the Employer may elect within a reasonable period 
              after the adoption of the amendment or change to have his 
              nonforfeitable percentage computed under the Plan without 
              regard to such amendment or change.  The nonforfeitable 
              benefit of each Participant of the Plan prior to the date of 
              amendment or change who has completed an Hour of Service after 
              the date of amendment or change shall not be less than his or 
              her nonforfeitable benefit (determined as of such date) 
              computed under the Plan without regard to such amendment or 
              change.  The period during which the election may be made 
              shall commence with the date the amendment is adopted or 
              deemed to be made and shall end on the latest of (1) 60 days 
              after the amendment is adopted; (2) 60 days after the 
              amendment becomes effective; or (3) 60 days after the 
              participant is issued written notice of amendment by the 
              Employer of Plan Administrator.

     8.02     CALCULATING VESTED BENEFIT:  A participant's vested benefit shall
              be calculated by multiplying his or her Accrued Benefit 
              attributable to Employer contributions determined as of his or 

                                        36
<PAGE>
              her termination date by the vested percentage determined as of 
              the same date.

     8.03     PAYMENT OF VESTED BENEFITS:  If a Participant terminates Service  
              and is not eligible for Normal, Early, or Disability Retirement, 
              the Actuarial Equivalent of his or her vested Accrued Benefit 
              derived from Employer and Employee contributions will be 
              distributed as follows:

              (a)  Benefit Does Not Exceed $3,500:  If the Actuarial 
              Equivalent of the Participant's vested Accrued Benefit derived 
              from Employer and Employee contributions is not greater than 
              $3,500 and has never exceeded $3,500, the Participant will 
              receive a lump sum distribution of the Actuarial Equivalent of 
              the entire vested portion of such Accrued Benefit as soon as 
              administratively feasible, but not later than the end of the 
              second Plan Year after the Participant ceases to be an 
              Employee.  The nonvested portion, if any, will be treated as a 
              forfeiture.  For purposes of this paragraph, if the Actuarial 
              Equivalent of a Participant's vested Accrued Benefit is zero, 
              the terminated Participant shall be deemed to have received a 
              distribution of such vested Accrued Benefit.

              (b)  Benefit Exceeds $3,500:  If the Actuarial Equivalent of a 
              terminated Participant's vested Accrued Benefit is in excess 
              of $3,500, such benefit shall commence to be paid as a Normal 
              Retirement Benefit or under any optional form of benefit 
              available in accordance with Section 5.09, no later than the 
              earlier of the date on which the Participant attains his or 
              her Normal Retirement Age, or if applicable, and consented to 
              by the Participant, his or her Early Retirement Age (provided 
              that such Participant has completed the Service requirement 
              for Early Retirement as of his or her termination date).  If 
              such benefit is payable prior to Normal Retirement Age, such 
              benefit shall be the Actuarial Equivalent of the benefit 
              payable at Normal Retirement Age.

     8.04     REINSTATEMENT OF BENEFITS:  If a Participant receives or is deemed
              to receive a lump sum distribution pursuant to Section 8.03 
              which is less than the Actuarial Equivalent of his Accrued 
              Benefit, and the Participant resumes covered employment under 
              the Plan, he or she shall have the right to have his or her 
              Employer-derived Accrued Benefit (including all optional forms 
              of benefits and subsidies relating to such benefit) restored, 
              to the extend forfeited, upon the repayment to the Plan of the 
              full amount of the distribution plus interest, compounded 
              annually from the date of distribution at the rate of 5%.  
              Repayment must be made before the earlier of 5 years after the 
              first date on which the Participant is subsequently reemployed 
              by the Employer, or the date the Participant incurs 5 
              consecutive 1-year Breaks in Service following the date of 
              distribution.  If a Participant who has received a lump sum 
              payment requalifies for participation in the Plan, the 
              Employer shall disregard the Participant's prior Service for 
              purposes of future benefit accruals unless he or she has 
              repaid the distribution in accordance with the above.  Prior 
              Service will be considered for purposes of vesting with 
              respect to future benefit accruals, regardless of whether 
              there has been a repayment.

     8.05     FORFEITURES:  If all or any portion of the Accrued Benefit of a 
              Participant who has separated from Service is forfeited, it 
              shall be applied to reduce the Employer's contribution for the 
              Plan Year during which or next following the date on which the 
              Participant has incurred a Break In Service.  If a benefit is 
              forfeited because the Participant or Beneficiary cannot be 
              found, such benefit will be reinstated if a claim is made by 
              the Participant or Beneficiary.  If the Plan terminates at any 
              time prior to the time said benefit would have been 
              immediately distributable (within the meaning of Code Sections 
              411(a)(11) and 417(e)(2)), the Plan shall purchase an annuity 
              or invest the Actuarial Equivalent of such benefit in an IRA 
              (Individual Retirement Account) on behalf of such Participant 
              or Beneficiary, or if the law of the jurisdiction provides, 
              shall escheat such benefit to the state.
          

                                           37

<PAGE>


                                  ARTICLE 9
                           LIMITATIONS ON BENEFITS


9.01  PARTICIPATION IN THIS PLAN:  This section, except for paragraph (c) 
      below, applies regardless of whether any Participant is or has ever been 
      a participant in another Qualified Deferred Compensation Plan 
      maintained by the Employer. If any Participant is or has ever been a 
      participant in another Qualified Deferred Compensation Plan, or a 
      Welfare Benefit Fund maintained by the Employer or an individual 
      medical account as defined at Code Section 415(l)(2), which provides an 
      Annual Addition, Section 9.02 is also applicable to that Participant's 
      benefits.

      (a)   Annual Benefit:   The Annual Benefit otherwise payable to a 
            Participant at any time will not exceed the Maximum Permissible 
            Amount, applied to the Participant's Accrued Benefit or the 
            actual benefit payable after converting to the desired optional 
            form of benefit and/or the amount of Annual Benefit payable at 
            the date benefits commence. If the benefit the Participant would 
            otherwise accrue in a Limitation Year would produce an Annual 
            Benefit in excess of the (adjusted) Maximum Permissible Amount, the
            rate of accrual will be reduced so that the Annual Benefit will 
            equal the Maximum Permissible Amount.

      (b)   Treatment of Non-Deductible Voluntary Contributions:  If a 
            Participant makes non-deductible Voluntary Contributions under 
            the terms of this Plan, the amount of such contribution is 
            treated as an Annual Addition to a qualified Defined Contribution 
            Plan for purposes of Section 9.01(a) and 9.02(b) of this Article.

      (c)   Minimum $10,000 Annual Benefit:  The limitation in Section 
            9.01(a) is deemed satisfied if the Annual Benefit payable to a 
            Participant is not more than $1,000 multiplied by the 
            Participant's number of Years of Service or parts thereof (not to 
            exceed 10) with the Employer and the Employer has not at any time 
            maintained a Defined Contribution Plan, a Welfare Benefit Plan, 
            or an individual medical account as defined in Code Section 
            415(l)(2) in which such Participant participated.

9.02  PARTICIPATION IN MULTIPLE PLANS:  This Section applies if any 
      Participant is covered, or has ever been covered, by another plan 
      maintained by the Employer including a Qualified Deferred Compensation 
      Plan or Welfare Benefit Fund or an individual medical account as 
      defined in Code Section 415(l)(2) which provides an Annual Addition.

      (a)   Maximum Annual Addition:  If a Participant is, or has ever been, 
            covered under more than one Defined Benefit Plan maintained by 
            the Employer, the sum of the Participant's Annual Benefits from 
            all such plans may not exceed the Maximum Permissible Amount.

      (b)   Multiple Plan Fraction Cannot Exceed 1.0:  If the Employer 
            maintains, or at any time maintained, one or more qualified 
            Defined Contribution Plans covering any Participant in this Plan, 
            a Welfare Benefit Fund, or an individual medical account plan as 
            defined in Code Section 415(l)(2), the sum of the Participant's 
            Defined Contribution Fraction and Defined Benefit Fraction will 
            not exceed 1.0 in any Limitation Year, and the Annual Addition 
            which may be credited to the Participant's account under the 
            Defined Contribution plan for a

                                            38

<PAGE>

            Limitation Year will be reduced so that such 1.0 limitation will 
            not be exceeded. No Participant who is or was a participant in a 
            Defined Contribution Plan of an Employer shall accrue an Annual 
            Benefit amount in excess of the amount as adjusted by the Code 
            Section 415(e) aggregated limitation. For purposes of this 
            paragraph, the Code Section 415(e) aggregated limitation is one 
            minus the Defined Contribution Fraction, multiplied by the lesser 
            of 125% (100% if applicable per Section 13.03) of the adjusted 
            dollar limitation, or 140% of the Participant's Highest Average 
            Compensation.

      (c)   Transition Rule For Plans In Effect Prior To 1987:  
            Notwithstanding the above, in the case of an individual who was a 
            Participant in one or more Defined Benefit Plans of the Employer 
            as of the First day of the first Limitation Year beginning after 
            1986, the application of the limitations of this Article shall 
            not cause the adjusted Maximum Permissible Amount for such 
            individual under all such Defined Benefit Plans to be less than a 
            Participant's Accrued Benefit determined as if the Participant 
            had separated from Service as of the close of the last Limitation 
            Year beginning before 1987, when expressed as an Annual Benefit 
            within the meaning of Code Section 415(b)(2). In determining such 
            Accrued Benefit, the following shall be disregarded: (1) any 
            change in the terms and conditions of the Plan after May 5, 1986; 
            and (2) any cost of living adjustments occurring after May 5, 
            1986. The preceding sentence applies only if all such Defined 
            Benefit Plans meet the requirements of the Code Section 415 for 
            all Limitation Years beginning before May 6, 1986.

9.03  DEFINITIONS:  The following words and phrases shall have the following 
      meanings for purposes of this Article 9 and for the Plan:

      (a)   Annual Additions:  The sum of the following amounts credited to a 
            Participant's account for the Limitation year: (1) Employer 
            Contributions; (2) Employee Contributions pursuant to Article 4; 
            (3) forfeitures; (4) amounts allocated after March 31, 1984 to an 
            individual medical account, as defined in Code Section 415(l)(2), 
            which is part of a pension or annuity plan maintained by the 
            Employer (these amounts are treated as Annual Additions to a 
            Defined Contribution Plan though they arise under a Defined 
            Benefit Plan); and (5) amounts derived from contributions paid or 
            accrued after 1985, in taxable years ending after 1985, which are 
            either attributable to post-retirement medical benefits allocated 
            to the account of an employee who is a Key Employee at any time 
            during the Plan Year or preceding Plan Year, or under a Welfare 
            Benefit Fund maintained by the Employer.

      (b)   Annual Benefit:  A retirement benefit under the Plan which is 
            payable annually in the form of a straight life annuity. Except 
            as provided below, a benefit payable in a form other than a 
            straight life annuity must be adjusted to be the Actuarial 
            Equivalent of a straight life annuity before applying the 
            limitations of this Article 9. The Annual Benefit does not 
            include any benefits attributable to Employee contributions or 
            Rollover Contributions, or the assets transferred from a 
            qualified plan that was not maintained by the Employer. No 
            actuarial adjustment to the benefit is required for (1) the value 
            of a qualified Joint and Survivor Annuity; (2) the value of 
            benefits that are not directly related to retirement benefits 
            (such as the qualified disability benefit, pre-retirement death 
            benefits, and post-retirement medical benefits); and (3) the 
            value of post-retirement cost-of-living increases made in 
            accordance with Code Section 415(d) and Federal Income Tax 
            Regulation Section 1.415 - 3(c)(2)(iii).

                                          39

<PAGE>

    (c)  Defined Benefit Plan Dollar Limitation: The limit is $90,000 as 
         adjusted as follows: Effective on January 1, 1988, and each January 
         1st thereafter, the $90,000 limitation above will be automatically 
         adjusted by multiplying such limit by the cost of living adjustment 
         factor prescribed by the Secretary of the Treasury under Code 
         Section 415(d) in such manner as the Secretary shall prescribe. The 
         new limitation will apply to Limitation Years ending within the 
         calendar year of the date of the adjustment.

    (d)  Defined Benefit (Plan) Fraction: A fraction, the numerator of which 
         is the sum of the Participant's Projected Annual Benefits under all 
         the Defined Benefit Plans (whether or not terminated) maintained by 
         the Employer, and the denominator of which is the lesser of 125 
         percent of the dollar limitation determined for the Limitation Year 
         under Code Sections 415(b) and (d) or 140 percent of the Highest 
         Average Compensation, including any adjustments under Code Section 
         415(b).

    (e)  Transition Rule For Defined Benefit Fraction: Notwithstanding 
         paragraph (d), if the Participant was a Participant on the first 
         Limitation Year beginning after December 31, 1986, in one or more 
         Defined Benefit Plans maintained by the Employer which were in 
         existence on May 6, 1986, the denominator of this fraction will not 
         be less than 125% (100% in any Plan Year in which the Plan is a 
         Top-Heavy Plan, subject to Article 13) of the sum of the annual 
         benefits under such plans which the Participant had accrued as of 
         the close of the last Limitation Year beginning before January 1, 
         1987, disregarding any changes in the terms and conditions of the 
         plan after May 5, 1986. The preceding sentence applies only if the 
         Defined Benefit Plan(s) individually and in the aggregate satisfied 
         the requirements of Code Section 415 for all Limitation Years 
         beginning before January 1, 1987.

    (f)  Defined Contribution (Plan) Fraction: A fraction, the numerator of 
         which is the sum of the Annual Additions to the Participant's 
         account under all the Defined Contribution Plans (whether or not 
         terminated) maintained by the Employer for the current and all prior 
         Limitation Years (including the Annual Additions attributable to the 
         Participant's Voluntary Contributions to all Defined Benefit Plans, 
         whether or not terminated, maintained by the Employer, and the 
         Annual Additions attributable to all Welfare Benefit Funds, and 
         individual medical accounts, as defined in Code Section 415(1)(2), 
         maintained by the Employer), and the denominator of which is the sum 
         of the maximum aggregate amounts for the current and all prior 
         Limitation Years of Service with the Employer (regardless of whether 
         a Defined Contribution Plan was maintained by the Employer). The 
         maximum aggregate amount in the Limitation Year is the lesser of 
         125% (100% in any Plan Year in which the Plan is a 
         Top-Heavy Plan, subject to Article 13) of the dollar limitation 
         determined under Code Sections 415(b) and (d) in effect under Code 
         Section 415(c)(1)(A) or 35 percent of the Participant's Compensation 
         for such year.

    (g)  Transition Rule for Defined Contribution Fraction: Notwithstanding 
         paragraph (f), if the Employee was a Participant as of the end of 
         the first Limitation Year beginning after December 31, 1986, in one 
         or more Defined Contribution Plans maintained by the Employer which 
         were in existence on May 6, 1986, the numerator of this fraction will

                                        40

<PAGE>

         be adjusted if the sum of this fraction and the Defined Benefit 
         Fraction would otherwise exceed 1.0 under the terms of this Plan. 
         Under the adjustment, and amount equal to the product of (1) the 
         excess of the sum of the fractions over 1.0 times (2) the 
         denominator of this fraction will be permanently subtracted from the 
         numerator of this fraction. The adjustment is calculated using the 
         fractions as they would be computed as of the end of the last 
         Limitation Year beginning before 1987, and disregarding any changes 
         in the terms and conditions of the Plan made after May 6, 1986, but 
         using the Code Section 415 limitation applicable to the first 
         Limitation Year beginning on or after January 1, 1987. The annual 
         Addition for any Limitation Year beginning before January 1, 1987 
         shall not be recomputed to treat all Employee contributions as 
         Annual Additions.

    (h)  Maximum Permissible Amount: The lesser of the Defined Benefit Dollar 
         Limitation or 100% of the Participant's Highest Average 
         Compensation, subject to the following:

         (1)  If the Participant has less than 10 years of participation with 
              the Employer, the Defined Benefit Dollar Limitation is reduced 
              by one-tenth (1/10th) for each Year of Service as a Participant 
              (or part thereof) less than ten. If the Participant has less 
              than ten Years of Service with the Employer, the Compensation 
              limitation is reduced by one-tenth (1/10th) for each Year of 
              Service as a Participant (or part thereof) less than ten. The 
              adjustments of this sub-paragraph (1) shall be applied in the 
              denominator of the Defined Benefit Fraction based on Years of 
              Service. Years of Service shall include future years occurring 
              before the Participant's Normal Retirement Age. Such future 
              years shall include the year which contains the date the 
              Participant reaches Normal Retirement Age only if it can be 
              reasonably anticipated that the Participant will receive a Year 
              of Service for such year.

         (2)  If the Annual Benefit of the Participant commences before the 
              Participant's Social Security Retirement Age, but on or after 
              age 62, the Defined Benefit Dollar Limitation as reduced above, 
              if necessary, shall be determined as follows: (A) if a 
              Participant's Social Security Retirement Age is 65, the dollar 
              limitation for benefits commencing on or after age 62 is 
              determined by reducing the Defined Benefit Dollar Limitation by 
              5/9 of 1 % for each month by which benefits commence before the 
              month in which the Participant attains age 65; (B) if a 
              Participant's Social Security Retirement Age is greater than 
              65, the dollar limitation for benefits commencing on or after 
              age 62 is determined by reducing the Defined Benefit Dollar 
              Limitation by 5.9 of 1% for each of the first 36 months and 5/12 
              of 1% for each of the additional months (up to 24 months) by 
              which benefits commence before the month in which the 
              Participant attains Social Security Retirement Age.

         (3)  If the Annual Benefit of a Participant commences prior to age 
              62, the Defined Benefit Dollar Limitation shall be the 
              Actuarial Equivalent of an Annual benefit beginning at age 62, 
              as determined above, adjusted for each month by which benefits 
              commence before the month in which the Participant attains age 
              62. To determine Actuarial Equivalence, an interest rate 
              assumption of not less than 5% shall be used. Any decrease in 
              the Defined Benefit Dollar Limitation determined in accordance 
              with this subparagraph shall not reflect the mortality 
              decrement to the extent that benefits will not be forfeited 
              upon the death of the Participant.


                                        41

<PAGE>


       (4)   If the Annual Benefit of a Participant commences after the 
             Participant's Social Security Retirement Age, the Defined 
             Benefit Dollar Limitation as reduced in (2) above, if necessary, 
             shall be increased so that it is due Actuarial Equivalent of an 
             Annual benefit of such dollar limitation beginning at the 
             Participant's Social Security Retirement Age. To determine 
             Actuarial Equivalence, an interest rate assumption of not 
             greater than 5% shall be used.

       (5)   If the Annual Benefit payable to a Participant who has 
             terminated employment with the Employer but who has not received 
             complete distribution of his or her nonforfeitable Accrued 
             Benefit under the Plan is limited by either the Defined benefit 
             Dollar Limitation or by the Compensation Limitation, such 
             benefit may, at the discretion of the Sponsor and applied in a 
             uniform manner, be increased in accordance with cost of living 
             adjustments as prescribed by the Secretary of the Treasury 
             under Code Section 415(d).

(i)    Project Annual Benefit: The Annual Benefit to which the Participant 
       would be entitled under the terms of the Plan assuming (1) the 
       Participant will continue employment until Normal Retirement Age under 
       the Plan (or current age, if later), and (2) the Participant's 
       Compensation for the current Limitation Year and all other relevant 
       factors used to determine benefits under the Plan will remain constant 
       for all future Limitation Years.

                                     42

<PAGE>

10.01 PLAN ADMINISTRATOR: The Sponsor shall be named the fiduciary and Plan 
      Administrator. These duties shall include (a) appointing the Plan's 
      attorney, accountant, or any other party needed to administer the Plan; 
      (b) directing the Trustees with respect to payments from the Fund; (c) 
      communicating with Employees regarding their participation and benefits 
      under the Plan, including the administration of all claims procedures; 
      (d) filing any returns and reports with the Internal Revenue Service, 
      Department of Labor, or any other governmental agency; (e) reviewing 
      and approving any financial reports, investment reviews, or other 
      reports prepared by any party under (a) above; (f) establishing a 
      funding policy and investment objectives consistent with the purposes 
      of the Plan and the Employee Retirement Income Security Act of 1974; 
      and (g) construing and resolving any question of Plan interpretation. 
      The Plan Administrator's interpretation of Plan provisions including 
      eligibility and benefits under the Plan is final, and unless it can be 
      shown to be arbitrary and capricious will not be subject to "de novo" 
      review.

10.02 TRUSTEES:   The Trustees shall be appointed by the Sponsor and shall be 
                  responsible for the investment and administration of the 
                  Fund. These duties shall include:

      (a)    Investment Of Contributions: Receiving contributions under the 
             terms of the Plan, and investing such contributions in 
             accordance with Section 10.04 and Article 12.

      (b)    Making Plan Distributions: Making distributions from the Fund in 
             accordance with written instructions received from the Plan 
             Administrator.

      (c)    Keeping accurate records reflecting its administration of the 
             Fund and making such records available to the Employer for 
             review and audit. Within 90 days after each Plan Year, and 
             within 90 days after its removal or resignation, the Trustees 
             shall file with the Sponsor an accounting of its administration 
             of the Fund during such year or from the end of the preceding 
             Plan Year to the date of removal or resignation. Such accounting 
             shall include a statement of cash receipts and disbursements 
             since the date of its last accounting and shall contain an asset 
             list showing the fair market value of investments held in the 
             Fund as of the end of the Plan Year. The value of marketable 
             investments shall be determined using the most recent price 
             quoted on a national securities exchange or over the counter 
             market. The value of non-marketable investments shall be 
             determined in the sole judgment of the Trustees. The value of 
             investments in securities or obligations of the Employer in 
             which there is no market shall be determined in the sole 
             judgment of the Sponsor an the Trustees shall have no 
             responsibility with respect to the valuation of such assets. The 
             Sponsor shall review the Trustees accounting and notify the 
             Trustees in the event of its disapproval of the report within 90 
             days, providing the Trustees with a written description of the 
             items in question. The Trustees shall have 60 days to provide 
             the Sponsor with a written explanation of the items in question. 
             if the Sponsor again disapproves, the Trustees shall file its 
             accounting in a court of competent jurisdiction for audit and 
             adjudication.

      (d)    Employment Of Advisors: Employing such agents, attorneys, or 
             other professional as the Trustees may deem necessary or 
             advisable in the performance of their duties, and with the 
             consent of the Plan Administrator to pay from the Fund the 
             reasonable expenses and compensation of such parties.

                                      43

<PAGE>

      (c)   Limitation Of Duties And Responsibilities:  The Trustee's duties 
            shall be limited to those described above.  The Sponsor shall be 
            responsible for any other administrative duties required under 
            the Plan or by applicable law.

10.03 FEES AND EXPENSES:  All reasonable costs and expenses incurred by the 
      Trustees in connection with the administration of the Fund and all 
      reasonable costs and expenses incurred by the Plan Administrator in 
      connection with the administration of the Plan (including fees for legal 
      services rendered to the Trustees or Plan Administrator) may be paid by 
      the Employer, but if not paid by the Employer when due, shall be paid 
      from the Fund.  Reasonable compensation to the Trustees and may be 
      agreed upon from time to time between the Sponsor and the Trustees and 
      reasonable compensation to the Plan Administrator as may be agreed upon 
      from time to time between the Employer and Plan Administrator may be 
      paid by the Employer, but if not paid by the Employer when due shall be 
      paid by the Fund.  Notwithstanding the foregoing, no compensation other 
      than reimbursement for expenses shall be paid to a Plan Administrator 
      who is the Employer or a full-time Employee of the Employer.  In the 
      event any part of the Trust becomes subject to tax, all taxes incurred 
      will be paid from the Fund unless the Plan Administrator advises the 
      Trustees not to pay such tax.

10.04  DIVISION OF DUTIES AND INDEMNIFICATION:  The division of duties and 
      the indemnification of the Trustees of this Plan shall be governed by 
      the following provisions:

      (a)   No Guarantee Against Loss:  The Trustees shall have the authority 
            and discretion to manage and control the Fund to the extend 
            provided in this instrument, but do not guarantee the Fund in any 
            manner against investment loss or depreciation in asset value, or 
            guarantee the adequacy of the Fund to meet and discharge all or 
            any liabilities of the Plan.  Furthermore, the Trustees shall 
            not be liable for the making, retention or sales of any 
            investment or reinvestment made by it, as herein provided, or for 
            any loss to or diminution of the Fund, or for any other loss or 
            damage which may result from the discharge of its duties 
            hereunder, except to the extent it is judicially determined that 
            the Trustees have failed to exercise the care, skill, prudence and 
            diligence under the circumstances then prevailing that a prudent 
            person acting in a like capacity and familiar with such matters 
            would use in the conduct of an enterprise of a like character and 
            like aims.

       (b)  Representations Of The Sponsor:  The Sponsor warrants that all 
            directions issued to the Trustees by it or the Plan Administrator 
            will be in accordance with the terms of the Plan and not 
            contrary to the provisions of the Employee Retirement Income 
            Security Act of 1974 and regulations issued thereunder.

       (c)  Directions By Others:  The Trustees shall not be answerable for 
            any action taken pursuant to any direction, consent, certificate, 
            or other paper or document on the belief that the same is 
            genuine and signed by the proper person.  All directions by the 
            Employer, a Participant or the Plan Administrator shall be in 
            writing.  The Plan Administrator shall deliver to the Trustee 
            certificates evidencing the individual or individuals authorized 
            to act as the Plan Administrator and shall deliver to the 
            Trustees specimens of their signatures.

       (d)  Duties And Obligations Limited By The Plan:  The duties and 
            obligations of the Trustees shall be limited to those expressly 
            imposed upon it by this instrument or subsequently agreed upon by 
            the parties.  Responsibility for administrative duties required 
            under the Plan or applicable law not expressly imposed upon or 
            agreed to by the Trustees, shall rest solely with the Sponsor and 
            the Plan Administrator.

                                         44
<PAGE>

       (e)  Indemnification Of Trustees:  The Trustees shall be indemnified 
            and saved harmless by the Employer from and against any and all 
            liability to which the Trustees may be subjected, including all 
            expenses reasonably incurred in its defense, for any action or 
            failure to act resulting from compliance with the instructions of 
            the Sponsor, Employer, the employees or agents of the Employer, 
            the Plan Administrator, or any other fiduciary to the Plan, and 
            for any liability arising from the actions or nonactions of any 
            predecessor Trustees or fiduciary or other fiduciaries of the 
            Plan.

       (f)  Trustees Not Responsible For Application of Payments:  The 
            Trustees shall not be responsible in any way for the application 
            of any payments it is directed to make or for the adequacy of the 
            Fund to meet and discharge any and all liabilities under the Plan.

       (g)  Resignation Or Removal Of Trustees:  Any Trustee may resign by a 
            written communication addressed to the Sponsor.  The Sponsor 
            shall have the power to remove a Trustee and fill vacancies in 
            the membership of the Trustees.

       (h)  Multiple Trustees:  Unless the Plan Trustees have agreed that a 
            particular act or transaction must be approved by a majority of 
            their number, any single Trustee may act independently on behalf 
            of the Trustee and may execute papers on behalf of the Trust.

       (i)  Limitation of Liability:  No Trustee shall be liable for the act 
            of any other Trustee or fiduciary unless he or she has knowledge 
            of such act.

       (j)  Right To Judicial Settlement Of Accounts:  The Trustees shall 
            have the right to judicial settlement of their accounts.  In the 
            event that any dispute shall arise as to any act to be performed 
            by the Trustees, the Trustees may postpone the performance of 
            such act until adjudication of such dispute in a court of 
            competent jurisdiction or until they shall have been indemnified 
            against loss to their satisfaction.

       (k)  Trustees As Participants or Beneficiaries:  Trustees shall not be 
            prevented from receiving any benefits to which they may be 
            entitled as Participants or Beneficiaries in the Plan, so long as 
            the benefits are computed and paid on a basis which is 
            consistent with the terms of the Plan as applied to all other 
            Participants and Beneficiaries.

       (l)  Prohibition Against Self-Dealing:  The Trustees shall not (1) 
            deal with the assets of the Fund in their own interest or for 
            their own account; (2) in their individual or in any other 
            capacity, act in any transaction involving the Fund on behalf of 
            a party (or represent a party) whose interests are adverse to the 
            interests of the Plan, the interests of its Participants or 
            Beneficiaries; or (3) receive any consideration for their own 
            personal accounts from any party dealing with the Plan in 
            connection with a transaction involving assets of the Fund.

                                       45


<PAGE>


                                    ARTICLE 11
                                    TRUST FUND


    11.01  THE FUND: The Fund shall consist of all contributions made under 
           Article 3 and Article 4 of the Plan and the investment thereof and 
           earnings thereon. All contributions and the earnings thereon less 
           payments made under the terms of the Plan, shall constitute the 
           Fund. The Fund shall be administered as provided herein.

    11.02  CONTROL OF PLAN ASSETS:  The assets of the Fund or evidence of 
           ownership shall be held by the Trustees under the terms of the 
           Plan and Trust. If the assets represent amounts transferred from 
           another trustee or custodian under a former plan, the Trustees 
           named hereunder shall not be responsible for any actions of the 
           prior fiduciary including the review of the propriety of any 
           investment under the former plan.

    11.03  EXCLUSIVE BENEFIT RULES:  No part of the Fund shall be used for, 
           or diverted to, purposes other than for the exclusive benefit of 
           Participant, former Participants with a vested interest, and the 
           Beneficiary or Beneficiate of deceased Participants having a 
           vested interested in the Fund upon the death of the Participant or 
           other payee.

    11.04  ASSIGNMENT AND ALIENATION OF BENEFITS:  Except with respect to a 
           Participant's or other payee's indebtedness to the Plan, no right 
           or claim to or interest in, any part of the Fund, or any payment 
           therefrom, shall be assignable, transferable, or subject to sale, 
           mortgage, pledge, hypothecation, communication, anticipation 
           garnishment, attachment, execution, or levy of any kind, and the 
           Trustees shall not recognize any attempt to assign, transfer, 
           sell,  mortgage, pledge, hypothecate, commute, or anticipate the 
           same, except to the extent required by law. The preceding sentence 
           shall also apply to the creation, assignment, or recognition of a 
           right to any benefit payable with respect to a Participant under a 
           domestic relations order, unless such order is determined to be a 
           Qualified Domestic Relations Order as defined in Section 414(a) 
           of the Code, or any domestic relations order entered before 
           January 1, 1985 which the Plan Administrator deems to be qualified.

    11.05  QUALIFIED DOMESTIC RELATIONS ORDER:  A Qualified Domestic 
           Relations Order shall be determined in accordance with the 
           following provisions:

           (a)  Specific Requirements Of QDRO: A Qualified Domestic Relations 
                Order shall specifically state all of the following in order 
                to be deemed a QDRO: (1) the name and last known mailing 
                address (if any) of the Participant and of each alternate 
                payee covered by the order. However, if the QDRO does not 
                specify the current mailing address of the alternate payee, 
                but the Plan Administrator has independent knowledge of that 
                address, the QDRO will still e valid; (2) the dollar amount 
                of percentage of the Participant's benefit to be paid by the 
                Plan to each alternate payee, or the manner in which the 
                amount of percentage will be determined; (c) the number of 
                payments or period for which the order applies; and (4) the 
                specific plan (by name) to which the order applies. The order 
                shall not be deemed a QDRO if it requires the Plan to provide 
                any type or form of benefit, or any option not already 
                provided for in the plan, or increased benefits, or benefits 
                in excess of the Participant's vested rights, or payments of 
                benefits to an alternate payee which are required to be paid 
                to another alternate payee under another QDRO.



                                       46




<PAGE>




           (b)  Administrator Must Seek Opinion Of Counsel: Promptly upon 
                receipt of a domestic relations order which may or may not be 
                "Qualified", the Plan Administrator shall notify the 
                Participant and any alternate payee(s) named in the order of 
                such receipt, and include a copy of this Section 11.05. The 
                Plan Administrator shall then forward the order to the Plan's 
                legal counsel for an opinion as to whether or not the order 
                is in fact "Qualified" as defined in Section 414(p) of the 
                Internal Revenue Code. Within a reasonable time after receipt 
                of the order, not to exceed 60 days, the Plan's legal counsel 
                shall make a determination as to its "Qualified" status and 
                so inform the Plan Administrator who shall promptly notify 
                the Participant and any alternate payee(s) in writing of the 
                determination.

           (c)  Disputed Orders: If the "Qualified" status of the order is in 
                question, there will be a delay in any payout to any payee 
                including the Participant, until the status is resolved. In 
                such event, the Plan Administrator shall segregate the amount 
                that would have been payable to the alternate payee(s) if the 
                order had been deemed a QDRO. If the order is not Qualified, 
                or the status is not resolved (for example, it has been sent 
                back to the court for clarification or modification) within 18
                months beginning with the date the first payment would have 
                to be made under the order, the Plan Administrator shall pay 
                the segregated amounts plus interest to the person(s) who 
                would have been entitled to the benefits had there been no 
                order. If a determination as to the Qualified status of the 
                order is made after the 18-month period, than the order shall 
                only be applied on a prospective basis. If the order is 
                determined to be a QDRO, the Participant and alternate 
                payee(s) shall again be notified promptly after such 
                determination. Once an order is deemed a QDRO, the Plan 
                Administrator shall pay to the alternate payee(s) all the 
                amounts due under the QDRO, including segregated amounts 
                plus interest which may have accrued during a dispute as to 
                the order's qualification.

          (d)   Payment Prior To Separation From Service: A domestic relations 
                order may provide for the payment of benefits to an 
                alternative payee prior to the time a Participant has 
                separated from Service if such payment is to be made on or 
                after the date on which the Participant attains or would have 
                attained the earliest retirement age provided by this Plan. 
                For purposes of this paragraph, "earliest retirement age" 
                shall mean the earlier of (1) the date on which the 
                Participant is entitled to a distribution under this Plan, or 
                (2) the later of (i) the date the Participant attains age 50, 
                or (ii) the earliest date on which the Participant could 
                receive benefits under this Plan if the Participant 
                terminated employment with the Employer.



                                       47  


<PAGE>
                                       
                                   ARTICLE 12
                                  INVESTMENTS

12.01 FIDUCIARY STANDARDS:  The Trustee shall invest the Fund in accordance 
      with the investment objectives established by the Employer, provided 
      that (a) such investments are prudent under the Employee Retirement 
      Income Security Act of 1974 and the regulations promulgated thereunder; 
      (c) such investments are sufficiently diversified or otherwise insured 
      or guaranteed to minimize the risk of large losses; and (c) such 
      investments are similar to those which would be purchased by another 
      professional money manager for a like plan with similar investment 
      objectives.

12.02  FUNDING ARRANGEMENT:  The Sponsor shall appoint an individual, 
      individuals or institution to serve as Trustees under the Plan.

12.03  INVESTMENT ALTERNATIVES:  The Trustees shall implement an investment 
      program based on the Sponsor's investment objectives and the Employee 
      Retirement Income Security Act of 1974.  In addition to powers given by 
      law, the Trustees may:

      (a)   Securities:  Invest the Fund in any form of property, including 
            common and preferred stocks, exchange covered call options, 
            bonds, money market instruments, mutual funds, savings accounts, 
            certificates of deposit, Treasury bills, insurance policies and 
            contracts or in any other property, real or personal, foreign or 
            domestic, having a ready market including securities issued by an 
            institutional Trustee and/or affiliate of the institutional 
            Trustee.  An institutional Trustee may invest in its own deposits 
            which bear a reasonable interest rate.

      (b)   Pooled Trust Funds:  Transfer any assets of the Fund to a group 
            or collective trust established to permit the pooling of funds of 
            separate pension and profit-sharing trusts, provided the Internal 
            Revenue Service has ruled such group or collective trust to be 
            qualified under Section 401(a) and exempt under Code Section 
            501(a) (or the applicable corresponding provision of any other 
            Revenue Act) or to any other common, collective, or commingled 
            trust fund which has been or may hereafter be established and 
            maintained by the Trustee and/or affiliates of an institutional 
            Trustee.  Such commingling of assets of the Fund with assets of 
            other qualified trusts is specifically authorized, and to the 
            extent of the investment of the Fund in such a group or collective 
            trust, the terms of the instrument establishing the group or 
            collective trust shall be a part hereof set forth herein.

      (c)   Employer Stock:  Invest the Fund in the common stock, debt 
            obligations, or any other security issued by the Employer or by 
            an affiliate of the Employer within the limitations provided 
            under Sections 406,407, and 408 of ERISA provided that such 
            investment does not constitute a prohibited transaction under 
            Code Section 4975.  Any such investment in Employer securities 
            shall only be made upon written direction of the Employer who 
            shall be solely responsible for the propriety of such investment.

      (d)   Cash Held Uninvested:  Hold cash and deposit same with any 
            banking or savings institution, including its own banking 
            department, or the banking department of an affiliate.

      (e)   Reorganizations, Etc.:  Join in or oppose the reorganization 
            recapitalization, consolidation, sale or merger of corporations 
            or properties, upon such terms as it deems wise.

                                       48

<PAGE>

      (f)   Registration:  Hold investments in nominee or bearer form.

      (g)   Proxies:  Vote proxies and if appropriate pass them on to any 
            investment manager which may have directed the investment in the 
            equity giving rise to the proxy.

      (h)   Ownership Rights:  Exercise all ownership rights with respect to 
            assets held in the Fund.

      (i)   Loans to Trust:  Borrow money, in any amount and upon any terms 
            and conditions for purposes of this Trust, including but not be 
            limited to the purchase of securities for purposes of investment; 
            provided that there shall be no obligation on the part of any 
            person lending money to the Trustees pursuant to this provisions 
            to see to the application of any such funds, or to inquire into 
            the validity, expediency or propriety of any such dispositions.

      (j)   Agreements with Banks:  Enter, with the consent of the Sponsor 
            and upon such terms as they in their discretion deem necessary, 
            into an agreement with a bank or trust company providing for (a) 
            the deposit of all or part of the funds and property of the Trust 
            with such bank or trust company, (b) the appointment of such bank 
            or trust company as the agent or custodian of the Trustees for 
            investment purposes, with such discretion in investing and 
            reinvesting the funds of the Trust as the Trustees deem it 
            necessary or desirable to delegate.

      (k)   Miscellaneous:  Do all other acts that the Trustees may deem 
            necessary or proper to carry out any of the foregoing powers in 
            the best interests of the Trust.

12.04 PARTICIPANT LOANS:  There shall be no Participant loans permitted under 
      the Plan.

12.05 EMPLOYER INVESTMENT DIRECTION:  The Sponsor shall have the right to 
      direct the Trustees with respect to investments of the Fund, or may 
      appoint an investment manager to provide discretionary investment 
      management with respect to all or part of the Fund, and may delegate 
      investment authority to such investment manager with respect to the 
      assets in the Fund committed to such manager's discretion, subject to 
      the following provisions:

      (a)   When Trustees Have Responsibility:  In the absence of any such 
            direction or appointment, or with respect to the portion of the 
            Fund not subject to such discretionary investment management the 
            Trustees shall have sole investment management responsibility.

      (b)   Sponsor May Direct Trustees:  The Sponsor may direct the Trustees 
            to purchase and sell interests in a registered investment company 
            (i.e. mutual funds) for which the Plan's actuary, accountant, 
            attorney or other advisor, or such advisor's parent, affiliates, 
            or successors, may serve as investment advisor and receive 
            compensation from the registered investment company for its 
            services as investment advisor.  The Sponsor shall advise the 
            Trustees in writing regarding the retention of investment powers, 
            the appointment of an investment manager, or the delegation of 
            investment powers to the Trustees.  Any investment directive 
            hereunder shall be made in writing by the Sponsor or investment 
            manager, as the case may be.  In the absence of such written 
            directive, the Trustees shall automatically invest the available 
            cash in its discretion in an appropriate interim investment 
            until specific investment directions are received.  Such 
            instructions regarding the delegation of investment 
            responsibility shall remain in force until revoked or amended in 
            writing.  The Trustees shall not be responsible for the propriety 
            of any directed investment made hereunder and shall not be 
            required to consult with or advise the Sponsor regarding the 
            investment quality of any

                                       49


<PAGE>

          directed investment held hereunder. If the Sponsor fails to 
          designate an investment manager, the Trustees shall have full 
          investment authority. If the Sponsor does not issue investment 
          directions, the Trustees shall have authority to invest the Fund in 
          its sole discretion. While the Sponsor may direct the Trustees with 
          respect to Plan investments, no Employer may (1) borrow from the 
          Fund or pledge any of the assets of the Fund as security for a 
          loan; (2) buy property or assets from or sell property or assets to 
          the Fund; or (3) charge any fee for services rendered to the Fund.

      (c) Coordination With Participant Direction: To the extent that 
          Participants have been allowed to direct the investment of their 
          own contributions pursuant to Section 4.10 they will continue to be 
          allowed to so direct.

      (d) Appointment of Investment Manager: If the Sponsor appoints a 
          qualified investment manager to manage and control the investment 
          and reinvestment of the Fund or a portion of the Fund, the 
          accounts, books, and records of the Trustees shall reflect the 
          segregation of said portions of the Fund in separate investment 
          management accounts. Such investment manager shall accept his or 
          her appointment and acknowledge his or her status as a fiduciary 
          under the Plan in a signed writing which shall be delivered to the 
          Trustees and shall be subject to the standard of conduct described 
          in Section 12.01.

      (e) Definition Of Investment Manager: A qualified investment manager 
          shall be (1) an investment adviser currently registered under the 
          Investment Advisers Act of 1940, or (2) a bank, as defined in that 
          Act, or (3) an insurance company qualified to perform investment 
          management services under the laws or more than one state. A 
          certificate evidencing such qualification shall be delivered to the 
          Trustees.

      (f) Duties Of Investment Manager: The appointed investment manager 
          shall direct the Trustees in exercising the powers enumerated in 
          Section 12.03 with respect to the separate investment management 
          accounts under its management and control, and the Trustees shall 
          be under no duty to review such investment directions. The Trustees 
          shall not be liable for acting pursuant to any direction of, or 
          failing to act in the absence of any direction from the investment 
          manager, except as stated in Section 10.04(j).

                                    50

<PAGE>

13.01 APPLICABILITY OF RULES: If the Plan is becomes Top-Heavy in any Plan 
      Year beginning after 1983, the provisions of this Article will 
      supercede any conflicting provisions in the Plan.

13.02 MINIMUM BENEFIT: Notwithstanding any other provision in the Plan, for 
      any Plan Year in which the Plan is Top Heavy, each Participant who is a 
      non-Key Employee shall accrue a minimum benefit in accordance with the 
      provisions of this Section:

      (a) Determination of Benefit: The minimum benefit shall be provided 
          solely by Employer contributions (without regard to any Social 
          Security contribution) and expressed as a straight life annuity or 
          the Actuarial Equivalent of a straight life annuity commencing at 
          Normal Retirement Age. When the Employer maintains one Plan or a 
          combination of Defined Benefit Plan which are Top-Heavy or Super 
          Top-Heavy, each eligible Participant who is a non-Key Employee 
          shall be provided with a minimum non-integrated Accrued Benefit 
          equal to the Participant's annual Compensation averaged over the 
          highest 5 consecutive Plan Years, multiplied by 2% for each Year of 
          Service after the Plan Year which commences after December 31, 1983 
          during which the Plan is a Top-Heavy Plan, to a maximum of 10 
          years; provided, however, that no Defined Benefit Plan Top-Heavy 
          Accrued Benefit shall be provided during such 10 year period if an 
          Annual Addition attributable to Employer contributions is allocated 
          to a Participant (other than 401(k) plan employee deferrals or 
          Employer matching contributions made during any Plan Year which 
          commences after December 31, 1988 which are used to satisfy the 
          Average Contribution Percentage test or Average Deferral Percentage 
          test of Code Section 401(m) or 401(k)) which is equal to at least 5% 
          of the Participant's Compensation.

      (b) Determining Annual Compensation: For purposes of determining annual 
          Compensation for top-heavy purposes, if a Participant is employed 
          or is covered under the Plan for less than the full accounting 
          period for determining Compensation, Average Annual Compensation 
          shall be counted (without analyzing) if such Participant qualifies 
          for a Year of Service or a Year of Credited Service.

      (c) No additional Accruals: No additional Top-Heavy benefit accruals 
          attributable to Employer contributions shall be provided for a 
          Participant to the extent that the total accruals on his behalf 
          will provide a benefit expressed as the Actuarial Equivalent of a 
          straight life annuity commencing at Normal Retirement Age which 
          equals or exceeds 2% multiplied by such Participant's Compensation 
          as averaged in paragraph (a) above for each applicable Year of 
          Service as indicated in paragraph (a) above.

      (d) Who Receives Top-Heavy Minimum: Each Participant who is a non-key 
          employee who completes a Year of Service with the Employer after 
          the Plan Year which commences after December 31, 1983 shall be 
          eligible for the minimum Top-Heavy Accrued Benefit from Employer 
          contributions for such Plan Year. The minimum Top-Heavy Accrued 
          Benefit applies even though under other Plan provisions the 
          Participant would not otherwise be entitled to an Accrued Benefit, 
          or would have received a lesser accrual for the year because the 
          Participant fails to make mandatory contributions to the Plan, the 
          Participant's Compensation is less than a stated amount, the 
          Participant is not employed on the last day

                                     51

<PAGE>

                of the accrual computation period, or the Plan is integrated 
                with Social Security. The Top-Heavy benefit, to the extent 
                required to be nonforfeitable under Ode Section 416(b), may 
                not be suspended or forfeited under Code Sections 
                411(a)(3)(B) or 411(a)(3)(D).

           (c)  Use Of Non-Top-Heavy  Accruals: All accruals of 
                Employer-derived benefits, whether or not attributable to 
                years for which the Plan is Top-Heavy, may be used in 
                computing whether the above minimum accrual requirements of 
                this Section 13.02 are in the aggregate satisfied.

    13.03  LIMITATIONS ON BENEFITS:  In any Plan Year in which the Plan is 
           Top-Heavy the denominators of the Defined Benefit Fraction and 
           Defined Contribution Fraction shall be computed using 100% of the 
           dollar limitation instead of 125% unless the Top-Heavy Ratio does 
           not exceed 90% and the Employer elects to replace either (a) the 
           2% minimum benefit described in Section 13.02% above with a 3% 
           minimum benefit, or (b) the 5% minimum Defined Contribution 
           Annual Addition described in Section 13.02 above with a 71/2% 
           Annual Addition.

    13.04  MINIMUM VESTING: For any Plan Year in which this Plan is 
           Top-Heavy, the minimum Top-Heavy vesting schedule in Article 8 
           will automatically apply to any participant who has completed an 
           Hour of Service after the Plan initially becomes Top-Heavy. The 
           minimum vesting schedule applies to all benefits within the 
           meaning of Section 411(a)(7) of the Code except those attributable 
           to Employee contributions, including benefits accrued before the 
           effective date of Section 416 of the Code and benefits accrued 
           before the Plan became Top-Heavy. Further, no reduction in vested 
           benefits may occur in the event the Plan's status as Top-Heavy 
           changes for any Plan Year.


                                       52




<PAGE>
                                  ARTICLE 14 
                             AMENDMENT BY SPONSOR

    14.01  AMENDMENT BY SPONSOR:  The Sponsor, by a vote of the partners in 
           accordance with their partnership agreement, may amend any or all 
           provisions of this Plan and Trust at any time without obtaining 
           the approval or consent of any Employer which has adopted this 
           Plan and Trust provided that no amendment shall authorize or 
           permit any part of the corpus or income of the Fund to be used for 
           or diverted to purposes other than for the exclusive benefit of 
           Participants and their Beneficiaries or eliminate an optional form 
           of benefit distribution. No amendment to the Plan (including a 
           change in the actuarial basis for determining optional or early 
           retirement benefits) shall be effective to the extent it has the 
           effect of decreasing a Participant's Accrued Benefit, except as 
           permitted under Code Section 412(c)(8). For purposes of this 
           Section, an amendment which has the effect of (a) eliminating or 
           reducing an Early Retirement Benefit or a retirement-type subsidy, 
           or (b) eliminating an optional form of benefit, with respect to 
           benefits attributable to Service before the amendment, shall be 
           treated as reducing Accrued Benefits. In the case of a 
           retirement-type subsidy, the preceding sentence shall apply only 
           with respect to a Participant who satisfies (either before or 
           after the amendment) the preamendment conditions for the subsidy. 
           In general, a retirement-type subsidy is a subsidy that continues 
           after retirement, but does not include a qualified disability 
           benefit, a medical benefit, a social security supplement, or a 
           death benefit (including life insurance).

    14.02  AMENDMENT BY EMPLOYER:  Each Employer shall automatically be 
           deemed to be a party to any Plan amendment adopted by the Sponsor.

    14.03  TERMINATION:  An Employer shall have the right to terminate its 
           participation in the Plan upon 60 days notice in writing to the 
           Sponsor and the Trustees. If the Plan is terminated or partially 
           terminated by an Employer or by the Sponsor the rights of all 
           affected Employees to benefits accrued to the date of such 
           termination or partial termination (to the extent funded as of 
           such date) shall vest and become nonforfeitable. In the event of a 
           partial termination, only those who who separate from Service 
           shall be fully vested. In the event of termination the employer 
           shall direct the Trustees with respect to the distribution of 
           benefits to or for the exclusive benefit of Participants of their 
           Beneficiaries. The Trustee shall dispose of the Fund in accordance 
           with the written directions of the Plan Administrator, provided 
           that no liquidation of assets and payment of benefits (or 
           provision therefore), shall actually be made by the Trustee until 
           after it is established by the Employer in a manner satisfactory 
           to the Trustee, that the applicable requirements, if any, of the 
           Employee Retirement Income Security Act of 1974 and the Code 
           governing the termination of employee benefit plans, have been or 
           are being complied with, or that appropriate authorizations, 
           waivers, exemptions, or variances have been or are being obtained.

    14.04  ALLOCATION OF ASSETS UPON TERMINATION:  If the Plan is terminated, 
           or if there is partial termination, the Fund shall be allocated on 
           the basis of the costs of benefits due active, terminated, and 
           retired Participants, their Spouses or Beneficiaries, with respect 
           to Service to the date of termination or partial termination, 
           subject to the following provisions:

           (a)  Priority Of Payment:  If the Fund cannot provide such costs 
                in full, it shall be allocated in the following order of 
                priority, with allocations within the last category for which 
                assets are available being made in proportion to the costs 
                within that category for each Participants: (1) benefits 
                accrued for Participants from Employee contributions; (2) 
                costs for Participants who have been receiving benefits or 
                who have been eligible to receive Normal Retirement Benefits 
       
                                       53   
<PAGE>

            in accordance with Section 5.01 for more than three years as of 
            the date of termination; (3) costs for Participants who have been 
            receiving benefits or who have been eligible to receive Normal 
            Retirement Benefits in accordance with Section 5.01 for less than 
            three years as of the date of termination; (4) costs for 
            Participants who were eligible to receive early retirement 
            benefits as of the date of termination; (5) costs for all other 
            benefits insured by the Pension Benefit Guaranty Corporation; and 
            (6) costs for any other benefits.

      (b)   Discrimination Not Permitted: If the allocation made pursuant to 
            paragraph (a)(5) and paragraph (a)(6) above results in 
            discrimination in favor of Participants who are officers, 
            shareholders, or Highly Compensated Employees, then the assets 
            allocated under paragraph (a)(5) and paragraph (a)(6) shall be 
            reallocated to avoid such discrimination. All amounts allocated 
            under this paragraph shall be nonforfeitable, to the extent Fund 
            assets are sufficient. After allocation, the Sponsor shall 
            determine whether to make lump sum payments of the Actuarial 
            Equivalent of benefits from the Fund or whether to purchase 
            immediate or deferred annuities from an insurance company in 
            whatever amounts the monies so allocated will provide. If the 
            Fund has sufficient assets to cover the cost of all Accrued 
            Benefits and full settlement of all such benefits is made by lump 
            sum payments of the Actuarial Equivalent of benefits or through 
            the purchase of a group annuity or individual annuity contracts, 
            then any balance remaining in the Fund shall be refunded to the 
            Employer.

14.05 EARLY TERMINATION PROVISIONS: Upon termination of this Plan, benefits 
      which are distributed in full will be subject to the following 
      provisions:

      (a)   Assets Are Sufficient To Satisfy Accrued Benefits: If, as of the 
            date of this Plan terminates and benefits are distributed in 
            full, the value of Plan assets is not less than the Actuarial 
            Equivalent of all Accrued Benefits (whatever or not 
            nonforfeitable), distribution of assets to each Participant equal 
            to the Actuarial Equivalent of that Participant's Accrued Benefit
            will not be discriminatory if the formula for computing benefits 
            as of the date of termination is not discriminatory under Code 
            Section 401(a)(4). The benefit payable to a current or former 
            Participant who is or was a Highly Compensated Employee (as of 
            the date he or she last completed an hour of Service) shall not 
            exceed the benefit which is considered nondiscriminatory under 
            Code Section 401(a)(4). All Actuarial Equivalents and the value 
            of Plan assets will be computed using assumptions satisfying 
            Section 4044 of ERISA. Upon the occurrence of the above 
            situation, the amount by which the value of Plan assets exceeds 
            the Actuarial Equivalent of Accrued Benefits (whether or not 
            nonforfeitable) shall revert to the Employer, except if otherwise 
            provided under Sections 1.01 or 5.01.

      (b)   Assets Are Insufficient To Satisfy Accrued Benefits: 
            Notwithstanding paragraph (a) above, if, as of the date this Plan 
            terminates and benefits are distributed in full, the value of 
            Plan assets is less than the Actuarial Equivalent of all Accrued 
            benefits (whether or not nonforfeitable), then the provisions of 
            paragraph (h), (i) and (j) shall be applicable or, at the 
            discretion of the Plan Administrator, the provisions of paragraphs
            (c), (d), (e) and (f), subject to paragraphs (g) and (h) shall 
            apply for Plan Years which begin before January 1, 1994.

      (c)   Restricted benefits For 25 Highest Paid Employees: Employer 
            contributions on behalf of any of the 25 highest paid Employees 
            at the time the Plan is established and whose anticipated Annual 
            benefit exceeds $1,500 will be restricted as provided in Section 
            14.05(d) upon the occurrence of the following conditions: (1) the 
            Plan is terminated within 10 years after its establishment; (2) 
            the benefits of such highest paid Participant become payable 
            within

                                     54

<PAGE>

            10 years after the establishment of the Plan; or (3) if Code 
            Section 412 (without regard to Code Section 412(h)(2)) does not 
            apply to this Plan, the benefits of such Participant become 
            payable after the Plan has been in effect for 10 years, and the 
            full current costs of the Plan for the first years have not been 
            funded.


     (d)    Maximum Distributions Restricted Benefit: Employer contributions 
            which may be used for the benefit of a Participant described in 
            section 14.05(d) shall not exceed the greater of $20,000, or 20% of
            the first $50,000 of the Participant's Compensation multiplied by 
            the number of years between the date of the establishment of the 
            Plan and (1) the date of the termination of the Plan if Section 
            14.05(c)(1) applies; (2) the date the benefits become payable if 
            Section 14.05(c)(2) applies; or (3) the date of the failure to 
            meet the full current costs if Section 14.05(c)(3) applies.

     (e)    Effect Of Amendment To Increase Benefits: if the Plan is amended 
            so as to increase the benefit actually payable, in event of the 
            subsequent termination of the Plan or the subsequent 
            discontinuance of contributions thereunder, then the provisions 
            of the above paragraphs shall be applied to the Plan as so 
            changed as if it were a new Plan established on the date of the 
            change. The original group of 25 Employees as described in 
            14.05(c) will continue to have the limitations in 14.05(d) apply 
            as if the Plan had not been changed. The restrictions relating to 
            the changes of Plan should apply to benefits or funds for each of 
            the 25 highest paid Participants on the Effective date of the 
            changes except that such restrictions need not apply with respect 
            to any Participant in this group for whom the normal annual 
            pension or annuity provided by the Employer contributions prior 
            to that date and during the ensuing 10 years, based on his or her 
            rate of Compensation on that date, could not exceed $1,500.

     (f)    Maximum Distributable Restricted Benefits To New Group of 25 
            Highest Employees: The Employer contributions which may be used 
            for the benefit of the new group of 25 Participants will be limited 
            to the greater of (1) the Employer contributions (or funds 
            attributable thereto) which would have been applied to provide 
            the benefits for the Employee if the previous Plan had been 
            continued without change; (2) $20,000; or (3) the sum of (A) the 
            Employer contributions (or funds attributable thereto) which 
            would have been applied to provide benefits for the Employee 
            under the previous plan if it had been terminated the date before 
            the Effective Date of change, and (B) an amount computed by 
            multiplying the number of years for which the current costs of 
            the Plan after that date are met by 20% of his or her annual 
            Compensation, or $10,000, whichever is smaller.

      (g)   Modifications To Maximum Distributable Benefits If Greater 
            Benefit Would Result: Notwithstanding the above limitations, the 
            following limitations will apply if they would result in a 
            greater amount of Employer contributions to be used for the 
            benefits of the restricted Participant: (1) in the case of a 
            substantial owner (as defined in Section 4022(b)(5) of ERISA), a 
            dollar amount which equals the Actuarial Equivalent of the benefit 
            guaranteed for such Participant under Section 4022 of ERISA, or if 
            the Plan has not terminated, the Actuarial Equivalent of the 
            benefit that would be guaranteed if the Plan terminated on the 
            date the benefit commences, determined in accordance with 
            regulations of the Pension benefit Guaranty Corporation (PBGC); 
            and (2) in the case of the other restricted Participants, a 
            dollar amount which equals the present value of the maximum 
            benefit described in Section 4022(b)(3)(B) of ERISA (determined 
            on the earlier of the date the Plan terminates or the date 
            benefits commence, and determined in accordance with regulations 
            of the PBGC) without regard to any other limitations in Section 
            4022 of ERISA.


                                    55

<PAGE>

     (h)   Distributions Upon Receipt Of 125% Deposit: Notwithstanding the 
            otherwise applicable restrictions on distributions of benefits 
            incident to early termination or early Plan termination, a 
            Participant's otherwise restricted benefit may be distributed in 
            full upon depositing with an acceptable depository property 
            having a fair market value equal to 125% of the amount which 
            would be payable had the Plan terminated on the date of the lump 
            sum distribution. If the market value of the property held by the 
            depositary falls below 110% of the amount which would be repayable 
            if the Plan were then to terminate, additional property necessary 
            to bring the value of the property held by the depository up to 
            125% of such amount must be deposited and any agreement with a 
            depository shall so provide. Any provision in this paragraph to 
            the contrary notwithstanding, any Participant who has deposited 
            restricted amounts in a depository pursuant to this paragraph, 
            shall have the right to receive any income from generated by such 
            property if the market value of the property is otherwise 
            maintained.

     (i)    Annual Payments May Not Exceed Those Of A Single Life Annuity: 
            Benefits distributed to any of the active and former 25 most 
            highly Compensated Employees who have the greatest compensation 
            in the current or any prior Plan Year are restricted such that 
            the annual payments are no greater than an amount equal to the 
            payment that would be made on behalf of the Participant under a 
            single life annuity that is the Actuarial Equivalent of the sum 
            of the Participant's Accrued Benefit and the Participant's other 
            benefits under the Plan.

     (j)    When Restrictions Do Not Apply: The above paragraphs (a) through 
            (j) shall not apply if either (1) after payment of the benefit to 
            such a Participant, the value of Plan assets equals or exceeds 
            110% of the current liability (as defined in Code Section 412) as 
            of the last day of the Plan year during which benefits are 
            commenced, or (2) the value of the benefits for such a Participant 
            is less than 1% of the value of current liabilities, or (3) the 
            value of the Participant's future non restricted limit does not 
            exceed $3,500. For these purposes the term 'benefit' includes 
            loans in excess of the amount forth in Code Section 72(p)(2)(A), 
            any periodic income, any withdrawal values payable to a living 
            Participant, and any death benefits not provided for by insurance 
            on the Participant's Life.

                                      56
<PAGE>

15.01  INABILITY TO ACT: All parties to this Plan and Trust and all persons 
       claiming any interest hereunder shall perform any and all acts and 
       execute any and all documents and papers which may be necessary or 
       desirable for carrying out its terms. This agreement and all acts and 
       decisions taken under it shall be binding upon the heirs, executors, 
       administrators, successors and assigns of any and all parties hereto 
       present and future. In the event that it becomes impossible for the 
       Employer or the Trustees to perform any act in accordance with this 
       Plan and Trust, the act shall be performed which in the judgment of 
       the Sponsor, or of the Trustee, shall most nearly carry out the intent 
       and purpose of the Plan and Trust.

15.02  QUALIFICATION OF EMPLOYER'S PARTICIPATION IN PLAN: If participation in 
       this Plan by an adopting Employer fails to attain or retain Internal 
       Revenue Service qualification with respect to the Plan or with respect 
       solely to such Employer other than the Sponsor, such Employer shall 
       not participate in this Plan.

15.03  MERGERS AND CONSOLIDATIONS: In the case of any merger or consolidation 
       of the Employer's Plan with, or transfer of assets or liabilities of 
       the Employer's Plan, to any other plan, Participants in the Employer's 
       Plan shall be entitled to receive benefits immediately after the 
       merger, consolidation, or transfer which are equal to or greater than 
       the benefits they would have been entitled to receive immediately 
       before the merger, consolidation, or transfer if the Plan had then 
       terminated.

15.04  QUALIFICATION OF PLAN: The Sponsor intends that this Plan will meet 
       the requirements of the Code as a qualified retirement Plan and Trust. 
       Should the Commissioner of Internal Revenue of any delegate of the 
       Commissioner at any time determine that the Plan and Trust fails to 
       meet such requirements, the Sponsor intends to amend the Plan and 
       Trust to maintain its qualified status.

15.05  GOVERNING LAW: Construction, validity and administration of the Plan 
       and Trust, shall be governed by Federal law to the extent applicable, 
       and to the extent not applicable by the laws of the State where the 
       Sponsor is domiciled.

15.06  HEADINGS AND SUBHEADINGS: Headings and subheadings are inserted in 
       this Plan and Trust for convenience of reference. However, such 
       headings and subheadings do not constitute any part of this Plan and 
       Trust and are not to be considered in its construction.

15.07  PLAN SUBJECT TO SEPARATE TRUST AGREEMENT: Notwithstanding the 
       provisions of the foregoing Plan document that purport to govern the 
       rights and obligations of the Trustee with respect to the Trust and 
       Trust assets, such right and obligations are governed entirely by the 
       terms of that certain Trust Agreement between I. C. Isaacs & Company, 
       L. P. and First National Bank of Maryland dated as of November 4, 
       1976, and the provisions herein concerning rights and obligations of 
       the Trustee are without effect.

                                    57

<PAGE>
     IN WITNESS WHEREOF, this Plan and trust have been executed by the 
Employer on the day, month and year first above written.


                        I. C. ISAACS & COMPANY, L.P.


                        By   /s/ Eugene C. Wielepski
                           --------------------------

ATTEST:


Donna Derenez
-----------------------------


                                     58

<PAGE>

                                 EXHIBIT A
                              PENSION OPTIONS

(1) OPTIONS IN GENERAL:

    (a)  In lieu of the Normal Retirement Benefit otherwise payable to a 
         Participant at his Annuity Starting Date, any active, inactive or 
         suspended Participant, who has not yet reached his Annuity Starting 
         Date, may elect to receive an appropriately adjusted benefit under 
         any option provided herein. Each option provided herein shall be the 
         Actuarial Equivalent of the Participant's Normal Retirement Benefit 
         determined as of the Annuity Starting Date.

    (b)  A married Participant's election of an option will be valid only if 
         the Qualified Joint and Survivor Annuity has been waived under 
         Section 7.05; however, the election of an option will be valid with 
         respect to a married Participant who has elected Late Retirement 
         only if the Qualified Pre-Retirement Survivor Annuity has been 
         waived under Section 7.05.

(2) ELECTION PROCEDURE: A Participant may elect an option by filing a 
    Prescribed Form with the Administrator on any date which is (a) at least 
    90 days prior to the Annuity Starting Date, or (b) less health 
    satisfactory to the Administrator; but in no event may a Participant file 
    such election prior to his attainment of Age 52. For purposes of this 
    Exhibit A, a Prescribed Form means an administrative form prepared and 
    made available by the Administrator, which is prescribed by the 
    Administrator for use in applying a benefit or in filing an election 
    with respect to a benefit under this Plan.

(3) THE OPTIONS THAT MAY BE ELECTED BY A PARTICIPANT ARE:

    (a)  Joint and Survivor Option: An adjusted Normal Retirement Benefit 
         payable to the retired Participant during his life, with the 
         provision that after his death a Normal Retirement Benefit shall 
         continue during the life of, and shall be paid to, his Contingent 
         Annuitant (hereinafter defined as the person designated by a 
         Participant to receive the Actuarial Equivalent of his Normal 
         Retirement Benefit). The Normal Retirement Benefit payable to the 
         Contingent Annuitant shall be 100%, 66.66%, or 50% of the 
         Participant's adjusted Normal Retirement Benefit. Election of this 
         option is conditional upon (1) designation, as part of the election 
         of the option filed with the Administrator, of the name and sex of 
         the Contingent Annuitant, and the particular percentage selected, 
         and (2) delivery to the Administrator, within 90 days after filing 
         of such election, of proof satisfactory to the Administrator of the 
         age of the Contingent Annuitant.

    (b)  Period Certain And Life Option: An adjusted Normal Retirement 
         Benefit payable to the Participant during his life, or for a stated 
         period of years, whichever is longer. After his death within the 
         stated period of years, the adjusted Normal Retirement Benefit is 
         payable to the Designated Beneficiary until the expiration of the 
         stated period. If both the Participant and his Designated 
         Beneficiary die within the stated period, the remaining payments 
         shall be commuted at the rate of interest set forth in Exhibit B and 
         paid at the payee's election in one lump sum or in installments over 
         a period of 5 years to the estate of the person who received the 
         last monthly payment as provided in Section 1.14 of the Plan.

                                     59

<PAGE>

    (c)  Social Security Equalization Option: In the event that Normal 
         Retirement Benefit shall become payable under this Plan before the 
         date on which primary old age retirement benefits under the Old-Age, 
         Survivors and Disability Insurance Benefits provisions of the Social 
         Security Act become payable to the retired Participant, he or she 
         may elect to have the Normal Retirement Benefit adjusted to provide 
         level payments, insofar as practicable, including the primary 
         benefits under the Social Security Act.

    (d)  Lump Sum Option: A lump sum equal to 100% of the Actuarial 
         Equivalent of the Accrued Benefit shall be paid to the Participant 
         upon retirement.

(4) OPTION REQUIREMENTS: Except in respect to the Social Security 
    Equalization Option, the election of an option shall not result in 
    monthly payments for life to the Participant or his or her Beneficiary of 
    less than $10 per month. All payments shall be non-increasing, except 
    payments (1) made when the Plan is amended to provide increased benefits 
    to retirees and Beneficiaries, (2) made under a modified cash refund 
    providing for the refund of employee contributions, and (3) which 
    increase to the Participant if the Beneficiary predeceases the 
    Participant.

(5) CHANGE OF OPTION, CONTINGENT ANNUITANT OR BENEFICIARY:

    (a)  A Participant may elect to change any option previously elected, or 
         the Contingent Annuitant under the Joint And Survivor Option, by 
         filing a Prescribed Form with the Administrator on any date which is 
         (1) at least 90 days prior to the Annuity Starting Date, or (2) less 
         than 90 days prior to the Annuity Starting Date, provided the 
         Participant furnishes proof of good health and that the Contingent 
         Annuitant if the Joint And Survivor Option is effective.

    (b)  A married Participant may elect to cancel this option at any time 
         prior to the Annuity Starting Date and convert the benefit to a 
         Qualified Joint and Survivor Annuity. However, said married 
         Participant may subsequently waive the Qualified Joint and Survivor 
         Annuity prior to the Annuity Starting Date, subject to the 
         provisions of Article 7.

    (c)  A Participant may designate or change the Beneficiary at any time by 
         filing a Prescribed Form with the Administrator; provided however if 
         the Participant is married, the Spouse's consent is required 
         pursuant to Article 7. The consent of any other Beneficiary is not 
         required in the event of any change made by a Participant and such 
         Beneficiary has no rights whatsoever under this Plan except as 
         specifically provided in this Plan or applicable law.

    (d)  No change (other than a change in Designated Beneficiary) may be 
         made or shall become effective with respect to any elected option 
         after the Annuity Starting Date.

    (e)  Notwithstanding anything herein to the contrary, a Participant who 
         retires under the Early Retirement provisions of Section 5.03 or who 
         terminates employment with a right to a Vested Pension in accordance 
         with the provisions of Section 8.01, and who thereafter returns as 
         an Employee and again becomes an Active Participant, shall be 
         entitled to elect or change an option as if he or she had never 
         retired or terminated his employment.

                                     60

<PAGE>

(6) THE FOLLOWING RULES APPLY TO THE JOINT AND SURVIVOR OPTION:

    (a)  If the Contingent Annuitant under the option dies prior to the 
         Annuity Starting Date, the election of the Option will be considered 
         null and void.

    (b)  If a Participant dies prior to the Annuity Starting Date, no 
         payments will be made to the Contingent Annuitant.

    (c)  If the Contingent Annuitant predeceases the Participant after his 
         retirement, the retired Participant will continue to receive the 
         adjusted Normal Retirement Benefit without change.

(7) THE FOLLOWING RULES APPLY TO THE PERIOD CERTAIN AND LIFE OPTION AND 
    THE SOCIAL SECURITY EQUALIZATION OPTION:

    (a) If a Beneficiary predeceases the Participant, another Beneficiary may 
         be designated in accordance with the fourth paragraph of Section 5 
         above.

    (b)  If no Designated Beneficiary survives the Retired Participant, or if 
         the Designated Beneficiary dies before receiving payments in full, 
         any balance of payments shall be commuted at the applicable rate of 
         Interest, and paid to the estate of the person who received the last 
         monthly payment in accordance with Section 1.14 of the Plan.

    (c)  If a Participant dies prior to the Annuity Starting Date, no 
         payments will be made to the Designated Beneficiary.

    (d)  The designation of a Beneficiary under the option shall not 
         necessarily mean that such a person is a Beneficiary with respect 
         to any other benefit provided for under this Plan.

(8) OTHER RULES:

    (a)  Notwithstanding anything herein contained to the contrary, a 
         Disabled Participant shall not have the right to elect any of the 
         options described in this Exhibit A, and any such election 
         previously made shall be null and void.

    (b)  The rate of Interest and all other Actuarial Assumptions used in 
         determining Actuarially Equivalent benefits under any option shall b 
         the Actuarial Assumptions in effect at the time the election of the 
         option becomes effective. For this purpose, an option may not be 
         deemed to have become effective until the Annuity Starting Date.

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<PAGE>

                                   EXHIBIT B
                              TABLES AND FACTORS

(1) EARLY RETIREMENT REDUCTION FACTORS: The following Early Retirement 
    Reduction Factors shall be interpolated on the basis of full months 
    for a commencement date which falls between any two age brackets.

       Age at Annuity Starting Date              Reduction Factor
       ----------------------------              ----------------
                    64                                  .93
                    63                                  .86
                    62                                  .79
                    61                                  .72
                    60                                  .65
                    59                                  .60
                    58                                  .55
                    57                                  .51
                    56                                  .47
                    55                                  .44

(2) SPOUSE'S PENSION CONVERSION FACTORS:

    (a)  A base factor of 0.880

    (b)  Plus (or minus) 0.004 for each year that the spouse is older (or 
         younger) than the Participant

    (c)  Plus (or minus) 0.004 for each year that the Participant's Annuity 
         Starting Date precedes (or follows) his Normal Retirement Age

    (d)  Minus 0.100 for a Disabled Participant

    (e)  But in no event more than 1.00

(3) JOINT AND SURVIVOR OPTION: The formula to determine the factor for the 
    Joint And Survivor Option shall be as follows:

                                  If the Survivor % is:  50%     66.66%    100%
                                                        -----    -----    -----
    (a)  A base factor of                               0.880    0.845    0.790
    
    (b)  Plus (minus) a factor for each year
         that the spouse is older (or younger)
         than the Participant equal to                  0.004    0.005    0.006

    (c)  Plus (or minus) a factor for each
         year that the Pension Commencement
         Date precedes (or follows) the 
         Participant's Normal Retirement Age            0.004    0.005    0.006

    (d)  But in no event more than                      1.000    1.000    1.000



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(4) 120 MONTHS PERIOD CERTAIN AND LIFE OPTION: The formula to determine the 
    factor for the Period Certain And Life Option shall be as follows:

    (a)  A base factor of 0.920

    (b)  Plus (minus) 0.005 for each of the first five years that the 
         Participant's Annuity Starting Date precedes (follows) his or her 
         Normal Retirement Age

(5) SOCIAL SECURITY EQUALIZATION OPTION: The factors for the Social Security 
    Equalization Option payable at Early Retirement Date shall be determined 
    taking into account the Early Retirement Reduction Factors set forth 
    above.

(6) LUMP SUM OPTION: The factors for the determination of lump sums shall be 
    based on the 1971 Group Annuity Mortality Table for males set back 6 
    years and 7% annual interest.

(7) OTHER ACTUARIAL CALCULATIONS: All other calculations that require 
    actuarial equivalence shall be made using the following assumptions: 
    Pre-retirement: 1971 Group Annuity Mortality Table for males and 7% 
    interest; Post-retirement: 1971 Group Annuity Mortality Table for males 
    and 7% interest.

(8) ADJUSTMENT FOR PERIODS LESS THAN A FULL YEAR: Any calculations for 
    periods of less than a full year shall be determined by reducing the 
    factor in (b) or (c) if applicable under Sections 2, 3, 4 or 5 above 
    which would apply if such period were a full year by 1/12th for each 
    month by which such period is less than a full year.

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