SONOCO PRODUCTS CO
OMNIBUS BENEFIT RESTORATION PLAN
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>7
<FILENAME>g80911exv10w9.txt
<DESCRIPTION>OMNIBUS BENEFIT RESTORATION PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.9











                        OMNIBUS BENEFIT RESTORATION PLAN

                                       OF

                             SONOCO PRODUCTS COMPANY






















                              Amended and Restated
                            Effective January 1, 1994


<PAGE>

                        OMNIBUS BENEFIT RESTORATION PLAN
                                       OF
                             SONOCO PRODUCTS COMPANY

                                  Introduction

Effective January 1, 1979, Sonoco Products Company (the Company) adopted the
Supplemental Executive Retirement Plan of Sonoco Products Company (the SERP) to
provide income replacement to selected executive employees in addition to their
qualified retirement plan benefits. The SERP was amended from time to time to
improve benefits and was amended and restated effective November 1, 1984.

The SERP is again amended and restated and is renamed the Omnibus Benefit
Restoration Plan of Sonoco Products Company (the Plan), effective January 1,
1994. The purposes of the Plan are to (1) provide each eligible employee a
benefit equal to the benefit that cannot be paid under the Retirement Plan of
Sonoco Products Company because of limitations on benefits payable under
qualified defined benefit retirement plans under the Internal Revenue Code (the
Code), (2) provide each eligible employee the matching contribution that cannot
be made under the Sonoco Products Company Employee Savings and Stock Ownership
Plan because of limitations on annual contributions that can be made under
qualified Code Section 401(k) and (m) plans, and (3) provide a method to pay
eligible executives individually-negotiated retirement benefits under terms and
conditions described in confidential individual participation agreements which
form an integral part of this Plan.

The four type of benefits provided under this amended and restated Plan are
termed: (1) the Executive Benefit (the 60-percent income replacement benefit);
(2) the Excess Benefit; (3) the Excess ESSOP Benefit; and (4) benefits described
in confidential individual Participation Agreements which form an integral part
of the Plan.


<PAGE>


The Company intends that the Plan be an unfunded plan maintained primarily for
the purpose of providing deferred compensation for a select group of management
and highly compensated employees, within the meaning of Sections 201, 301 and
401 of the Employee Retirement Income Security Act of 1974 (ERISA), commonly
called a top-hat plan. The Company reserves the right to interpret and operate
the Plan accordingly, and to amend the Plan as necessary to maintain its status
as a top-hat plan as defined by any law issued under ERISA or the Code.

Provisions which apply only to specific groups of employees are set forth in
Addenda to the Plan, which form an integral part of the Plan.

The rights to an Executive Benefit of any employee who terminated before the
adoption date of this amended and restated Plan will be determined under the
Plan as in effect on the date the employee terminated, without regard to the
retroactive effective date.

Notwithstanding any other provision of this amended and restated Plan, no
amended provision which would modify the Plan in any material respect will apply
to any participant to whom Code Section 162(m) applies.


<PAGE>

                        OMNIBUS BENEFIT RESTORATION PLAN
                                       OF
                             SONOCO PRODUCTS COMPANY


                                Table of Contents

                                                                            Page
                                                                            ----
ARTICLE 1      DEFINITIONS

      1.1      Accrued Benefit                                                 1
               (a)   Executive Benefit                                         1
               (b)   Excess Retirement Benefit                                 2
               (c)   Participation Agreement Benefit                           2
               (d)   Excess ESSOP Benefit                                      2
      1.2      Actuarial Equivalent                                            3
      1.3      Benefit Commencement Date                                       3
      1.4      Board                                                           3
      1.5      Code                                                            3
      1.6      Committee                                                       3
      1.7      Company                                                         4
      1.8      Compensation                                                    4
      1.9      Controlled Group                                                4
      1.10     Delayed Retirement Date                                         4
      1.11     Earliest Retirement Date                                        5
      1.12     Earliest Retirement Age                                         5
      1.13     Effective Date                                                  5
      1.14     Employee                                                        5
      1.15     Employer                                                        5
      1.16     Employment                                                      5
      1.17     Employment Date                                                 6
      1.18     ERISA                                                           6
      1.19     ESSOP                                                           6
      1.20     Excess ESSOP Account                                            6
      1.21     Excess ESSOP Benefit                                            6
      1.22     Excess Matching Contribution                                    6
      1.23     Excess Retirement Benefit                                       6
      1.24     Executive Benefit                                               7
      1.25     Final Average Earnings                                          7
      1.26     Executive Compensation Committee of the Board                   7
      1.27     Investment Council                                              7
      1.28     Negotiated Benefit                                              7
      1.29     Normal Retirement Age                                           7
      1.30     Normal Retirement Date                                          8
      1.31     Participant                                                     8
      1.32     Participation Agreement                                         8
      1.33     Participation Agreement Benefits                                8

                                       i

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                                                                            Page
                                                                            ----

      1.34     Plan                                                            8
      1.35     Plan Administrator                                              8
      1.36     Plan Year                                                       8
      1.37     Retirement Incentive Benefit                                    8
      1.38     Retirement Plan                                                 8
      1.39     Retirement Plan Benefit                                         9
      1.40     Social Security Benefit                                         9
      1.41     Spouse                                                          9
      1.42     Termination Date                                                9
      1.43     Years of Benefit Service (or Benefit Service)                  10
      1.44     Years of Vesting Service (or Vesting Service)                  10
               (a)   Excess Retirement Benefit and Excess ESSOP Benefit       10
               (b)   Executive Benefit                                        11


ARTICLE 2      ELIGIBILITY

      2.1      Eligibility                                                    12
               (a)   Executive Benefit                                        12
               (b)   Excess Retirement Benefit                                12
               (c)   Participation Agreement                                  13
               (d)   Excess ESSOP Benefit                                     13
      2.2      Participation Upon Reemployment                                13
      2.3      Forfeiture                                                     13
      2.4      Adoption of the Plan by a Controlled Group Member              14
               (a)   Method of Adopting the Plan by a Controlled Group Member 14
               (b)   Transmittal of Resolution                                15


ARTICLE 3      AMOUNT AND PAYMENT DATE OF BENEFITS

      3.1      Amount of Benefits                                             16
               (a)   Executive Benefit                                        16
               (b)   Excess Retirement Benefit                                17
               (c)   Participation Agreement Benefit                          17
               (d)   Excess ESSOP Benefit                                     17
      3.2      Benefit Commencement Date                                      17
      3.3      Adjustment for Early Retirement                                18

                                       ii

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                                                                            Page
                                                                            ----

               (a)   Executive Benefit                                        18
               (b)   Excess Retirement Benefit                                18
               (c)   Participation Agreement Benefit                          19
      3.4      Adjustment for Delayed Retirement                              19
      3.5      Termination of Employment or Participation                     19
               (a)   Executive Benefit                                        19
               (b)   Excess Retirement Benefit                                19
               (c)   Participation Agreement Benefit                          20
               (d)   Excess ESSOP Benefit                                     20
      3.6      Disability Retirement                                          21
               (a)   Eligibility                                              21
               (b)   Amount of Disability Retirement Benefit                  21
               (c)   Benefit Commencement Date                                21
               (d)   Recovery                                                 22
      3.7      Reemployment                                                   23
               (a)   Reemployment Before Receipt of Benefits                  23
               (b)   Reemployment After Receipt of Cash-Out                   23
               (c)   Reemployment After Receipt of Monthly Payments           23


ARTICLE 4      FORM OF PAYMENT

      4.1      Form of Payment                                                24
               (a)   Executive Benefit                                        24
               (b)   Excess Retirement Benefit                                24
               (c)   Participation Agreement Benefit                          25
      4.2      Form of Payment for the Excess ESSOP Benefit                   25
      4.3      Cash-Out of Small Benefits                                     25
      4.4      Effect of Death on Forms of Payment                            26
               (a)   Death of Spouse or Beneficiary Before Benefits Begin     26
               (b)   Death of Participant Before Benefits Begin               26
               (c)   Death of Spouse or Beneficiary After Benefits Begin      26
               (d)   Death of Participant After Benefits Begin                26
      4.5      Designation of Beneficiaries                                   27
               (a)   Identity of Beneficiary                                  27
               (b)   Payment to Minor or Incompetent Beneficiaries            27
               (c)   Judicial Determination                                   27

                                      iii

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                                                                            Page
                                                                            ----

      4.6      Payment to the Participant's Representative                    27
      4.7      Unclaimed Benefits                                             28
      4.8      Correction of Mistakes                                         28


ARTICLE 5      PRERETIREMENT DEATH BENEFITS

      5.1      Executive Benefit                                              30
               (a)   Coverage for Surviving Spouse Only                       30
               (b)   Amount of Spouse's Preretirement Death Benefit           31
      5.2      Excess Retirement Benefit                                      32
      5.3      Participation Agreement Benefit                                32
      5.4      Excess ESSOP Benefit                                           33

ARTICLE 6      UNFUNDED TOP-HAT PLAN

      6.1      Securing Payment of the Plan Benefit                           34
      6.2      Assets Subject to General Creditors                            34
      6.3      No Participant Contributions                                   35
      6.4      Exclusive Benefit                                              35
      6.5      Taxation                                                       35

ARTICLE 7      AMENDMENT AND TERMINATION

      7.1      Amendment                                                      36
               (a)   Procedure                                                36
               (b)   Prohibited Amendments                                    36
               (c)   Administrative Changes Without Plan Document             36
               (d)   Limited to Active Participants                           37
      7.2      Termination of the Plan                                        37


ARTICLE 8      ADMINISTRATION

      8.1      Allocation of Fiduciary Responsibilities                       38
               (a)   The Board                                                38
               (b)   The Company and the Employers                            39
               (c)   The Executive Compensation Committee of the Board        39
               (d)   The Benefits Committee                                   39
               (e)   The Investment Council                                   43


                                       iv


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                                                                            Page
                                                                            ----

      8.2      Expenses                                                       46
      8.3      Indemnification                                                47
      8.4      Claims Procedure                                               47


ARTICLE 9      MISCELLANEOUS

      9.1      Headings                                                       48
      9.2      Construction                                                   48
      9.3      Severability                                                   48
      9.4      Nonalienation                                                  48
      9.5      No Employment Rights                                           49
      9.6      No Enlargement of Rights                                       49
      9.7      Withholding for Taxes                                          49


ADDENDUM A     Crellin Employees

ADDENDUM B     Engraph Employees









                                       v

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                                    ARTICLE 1

                                   Definitions

As used in the Plan, the following words and phrases and any derivatives thereof
will have the meanings set forth below unless the context clearly indicates
otherwise. Definitions of other words and phrases are set forth throughout the
Plan. Section references indicate sections of the Plan unless otherwise stated.
The masculine pronoun includes the feminine, and the singular number includes
the plural and the plural the singular, whenever applicable.

1.1      Accrued Benefit.

         (a)      Executive Benefit. The 60-percent income replacement benefit
                  which the Participant has earned as of the date of
                  determination, prorated for Benefit Service and calculated
                  under Subsection 3.1(a), on the basis of his Final Average
                  Earnings and Years of Benefit Service, minus the offset for
                  (1) his Retirement Plan Benefit that is payable as of his
                  Normal Retirement Date as a 75 percent joint and survivor
                  annuity under the Retirement Plan, and (2) 100 percent of his
                  Social Security Benefit.

         (b)      Excess Retirement Benefit. As of the date of determination, an
                  amount equal to the difference between the amount the
                  Participant would have earned under the Retirement Plan in the
                  absence of statutory restrictions, and the amount he has
                  earned after applying those restrictions; provided


                                       1

<PAGE>

                  that this benefit will not be paid to any Participant who
                  receives the Executive Benefit.

         (c)      Participation Agreement Benefit. An amount equal to the
                  benefit that the Participant has earned as of the date of
                  determination under his Participation Agreement, after
                  applying any applicable offsets. The Participation Agreement
                  may provide for the payment of one or both of the following
                  types of benefits:

                  (1)      Negotiated Benefits. One or more types of benefits
                           which are in addition to any other Employer-provided
                           qualified or nonqualified benefit to which the
                           Participant is entitled or is expected to become
                           entitled, the terms and conditions of which are
                           described in his Participation Agreement.

                  (2)      Retirement Incentive Benefit. A benefit designed as a
                           retirement incentive, which is in addition to any
                           other Employer-provided qualified or nonqualified
                           benefit to which the Participant is entitled upon
                           retirement, the terms and conditions of which are
                           described in his Participation Agreement.

         (d)      Excess ESSOP Benefit. As of the date of determination, the
                  balance of the Participant's Excess ESSOP Account, including
                  his share of unallocated Excess Matching Contributions and
                  gains/losses.

                                       2

<PAGE>

1.2      Actuarial Equivalent. A benefit of equal value computed on the basis of
         (a) the 1984 Unisex Pension Mortality Table, with no age setback for
         Participants and a three-year age setback for beneficiaries, and (b)
         interest at 9 percent compounded annually for forms of payment other
         than lump sum. The interest rate used to determine equivalent lump sum
         values will be the Company's discount rate used to compute FAS-87 costs
         under the Retirement Plan, as stated each year in the Company's annual
         report to shareholders.

1.3      Benefit Commencement Date. The first day of the first month for which a
         benefit is payable as an annuity to the Participant under Articles 3
         and 4, or a death benefit is payable to the surviving Spouse or other
         beneficiary under Article 5. Unless otherwise negotiated, the Benefit
         Commencement Date for each benefit will be the same as the Benefit
         Commencement Date for the corollary benefit under the Retirement Plan.
         If the benefit is payable in a lump sum, the Benefit Commencement Date
         is the date when the payment is issued.

1.4      Board. The Board of Directors of the Company.

1.5      Code. The Internal Revenue Code of 1986 as amended from time to time,
         and regulations and rulings issued under the Code.

1.6      Committee. The Benefits Committee, which will serve as the Plan
         Administrator and will have primary responsibility for administering
         the Plan under Article 8.

                                       3

<PAGE>

1.7      Company. Sonoco Products Company, a corporation organized and existing
         under the laws of the State of South Carolina, or its successor or
         assign which adopts this Plan.

1.8      Compensation. The taxable earnings paid by the Employer to the
         Participant and reported on his Form W-2 for the calendar year, plus
         amounts deferred under Code Sections 401(k) and 125 pursuant to the
         Participant's salary reduction agreement; provided that if the
         Participant terminates before the end of a year, his Compensation will
         be annualized for his final year and he will receive credit for any
         bonus earned in his final year, annualized for the year. Compensation
         will exclude (1) severance pay, (2) reimbursement for moving expenses,
         (3) reimbursement for educational expenses, (4) automobile allowance,
         (5) tax counsel allowance, and (6) compensation related to the exercise
         of a stock option grant or other stock related compensation program.
         Compensation will not be subject to the $150,000 (indexed) limitation
         which applies to the Retirement Plan and to the ESSOP under Code
         Section 401(a)(17).

1.9      Controlled Group. For purposes of this Plan only, the Company and each
         entity that is directly or indirectly controlled by the Company, and
         any entity in which the Company has a significant equity interest, as
         determined by the Committee.

1.10     Delayed Retirement Date. The last day of the month in which the
         Participant actually retires after working past his Normal Retirement
         Date.

                                       4
<PAGE>

1.11     Earliest Retirement Age. The Participant's 55th birthday.

1.12     Earliest Retirement Date. The last day of the month in which the
         Participant reaches age 55. The Early Retirement Date of the
         Participant who retires before his Normal Retirement Date is the last
         day of the month in which he actually retires.

1.13     Effective Date. The Effective Date of the SERP (the predecessor to this
         Plan) was January 1, 1979. January 1, 1994 is the Effective Date of the
         Plan, as amended and restated to include (a) the Executive Benefit (the
         60-percent income replacement benefit previously payable under the
         SERP), (b) the Excess Benefit; (c) the Excess ESSOP Benefit; and (d)
         Participation Agreement Benefits. However, the Plan as previously in
         effect for Executive Benefits will continue to apply to any Participant
         who terminated before the date when this amended and restated Plan is
         adopted.

1.14     Employee. An individual who is regularly employed by an Employer.

1.15     Employer. The Company and each Controlled Group member which adopts
         this Plan in accordance with Section 2.4.

1.16     Employment. The period during which an Employee is regularly employed
         by an Employer.


                                       5

<PAGE>

1.17     Employment Date. The date on which the Employee first earned
         Compensation.

1.18     ERISA. The Employee Retirement Income Security Act of 1974, as amended
         from time to time, and regulations and rulings issued under ERISA.

1.19     ESSOP. The Sonoco Products Company Employee Savings and Stock Ownership
         Plan, which is qualified for tax-exempt status under Code Section
         401(a), 401(k), 401(m) and 501(a).

1.20     Excess ESSOP Account. The account which the Committee maintains for
         accounting purposes only to record the Participant's allocations of
         Excess Matching Contributions (if any) and gains/losses; provided that
         Plan assets (if any) will not be segregated among accounts, and each
         Participant will have only an unsecured contractual right against his
         Employer for the amount of his Excess ESSOP Benefit.

1.21     Excess ESSOP Benefit. See Subsection 1.1(d).

1.22     Excess Matching Contribution. The amount of Matching Contribution which
         the Employer cannot contribute to the ESSOP for the Participant for the
         Plan Year because of statutory limitations that apply to the ESSOP,
         i.e. Code Sections 401(a)(17), 401(k), 401(m) and/or 415.

1.23     Excess Retirement Benefit. See Subsection 1.1(b).


                                       6

<PAGE>

1.24     Executive Benefit. See Subsection 1.1(a).

1.25     Executive Compensation Committee of the Board. The Committee appointed
         by the Board to administer executive compensation, which will have
         responsibility for amending and terminating the Plan under Article 7.

1.26     Final Average Earnings. For purposes of the Executive Benefit, the
         Participant's average earned Compensation for the 3 calendar years
         during his Employment which produce the highest average. The Committee
         will calculate Compensation by annualizing the final year's pay if the
         Participant terminates before year-end, and by attributing bonuses,
         other incentive pay and deferred pay to the year when earned instead of
         the year when paid. If the Participant has fewer than 3 whole calendar
         years of Compensation, after annualizing his final year, the Committee
         will use the average of his actual whole and partial years.

1.27     Investment Council. The group of individuals appointed by the Board
         from time to time, who will have the investment powers and
         responsibilities described in Article 8.

1.28     Negotiated Benefit. See Subsection 1.1(c)(1).

1.29     Normal Retirement Age. The Participant's 65th birthday.


                                       7

<PAGE>

1.30     Normal Retirement Date. The last day of the month in which the
         Participant reaches age 65.

1.31     Participant. An Employee participating in the Plan under Section 2.1.

1.32     Participation Agreement. A confidential agreement which forms an
         integral part of this Plan, and which describes the terms and
         conditions of benefits that were individually negotiated between the
         Employer and the Participant.

1.33     Participation Agreement Benefits. See Subsection 1.1(c).

1.34     Plan. The Omnibus Benefit Restoration Plan of Sonoco Products Company,
         as amended from time to time.

1.35     Plan Administrator. The Committee.

1.36     Plan Year. The 12-month period beginning January 1 and ending December
         31 of each year.

1.37     Retirement Incentive Benefit. See Subsection 1.1(c)(2).

1.38     Retirement Plan. The Retirement Plan of Sonoco Products Company, which
         is qualified for tax-exempt status under Code Sections 401(a) and
         501(a), or other


                                       8

<PAGE>

         similar qualified plan maintained by an Employer, excluding any plan
         with Code Section 401(k) and/or (m) features.

1.39     Retirement Plan Benefit. The monthly amount, or applicable Actuarial
         Equivalent benefit, which the Participant is entitled to receive under
         the Retirement Plan.

1.40     Social Security Benefit. The primary amount of Social Security benefits
         which the Participant would be entitled to receive at age 62 or later
         actual retirement age, based upon the Social Security Act as in effect
         on his Termination Date, assuming no increase in Compensation after the
         end of the calendar year that precedes his Termination Date.

1.41     Spouse. For purposes of the benefit described in Subsections 4.1(b) and
         (c), the Spouse will be the individual to whom the Participant is
         legally married on his Benefit Commencement Date. For purposes of the
         death benefit described in Subsection 4.1(a) and 5.1, the Spouse will
         be the individual to whom the Participant has been legally married
         throughout the one-year period ending on his date of death. In the
         event of a dispute, such status will be determined in accordance with
         the applicable laws of the Participant's state of domicile.

1.42     Termination Date. The earlier of (a) the date the Employee quits,
         retires, is discharged or dies; or (b) the first anniversary of the
         beginning date of a paid or unpaid absence for any reason other than
         resignation, retirement, discharge or


                                       9

<PAGE>

         death; provided that a Termination Date will not occur during an
         authorized leave of absence which is included in Vesting Service under
         the Retirement Plan; and provided further that the Termination Date of
         the Employee who quits, retires, is discharged or dies before the first
         anniversary of his absence (or the second anniversary for a parental
         leave) will be the date such event occurs. Accrual of Benefit Service
         and Vesting Service will cease on the Termination Date except as
         otherwise provided under the Retirement Plan.

1.43     Years of Benefit Service (or Benefit Service). For purposes of the
         Excess Retirement Benefit, Benefit Service includes the Participant's
         whole and partial Years of Benefit Service which he has earned under
         the Retirement Plan. For purposes of the Executive Benefit, Benefit
         Service includes the Participant's whole and partial Years of Benefit
         Service which he has earned under the Retirement Plan, except that
         credit begins on his Employment Date.

1.44     Years of Vesting Service (or Vesting Service).

         (a)      Excess Retirement Benefit and Excess ESSOP Benefit. For
                  purposes of the Excess Retirement Benefit and the Excess ESSOP
                  Benefit, Vesting Service includes the Participant's whole and
                  partial Years of Vesting Service which he has earned under the
                  Retirement Plan and the ESSOP, respectively, and will become
                  vested as provided in Subsection 3.5(b) and (d), respectively.


                                       10


<PAGE>

         (b)      Executive Benefit. Each Participant in the Executive Benefit
                  portion of the Plan as of the adoption date of the Plan will
                  be fully vested in his Executive Benefit. Each other
                  Participant will receive credit for his whole and partial
                  Years of Vesting Service as defined in the Retirement Plan,
                  except that credit begins on the date when he first becomes
                  eligible for the Executive Benefit, and will become vested as
                  provided in Subsection 3.5(a).














                                       11


<PAGE>

                                    ARTICLE 2

                                   Eligibility

2.1      Eligibility. Each Employee who was an active Participant in the Plan on
         December 31, 1993 will continue to participate after that date. After
         that date, each Employee will become a Participant under the various
         portions of the Plan as follows:

         (a)      Executive Benefit. Subject to the Board's approval, the
                  Committee will determine the eligible status and the
                  eligibility date of each Employee who becomes a Participant in
                  the Executive Benefit portion of the Plan, and will maintain a
                  list of Participants and their eligibility dates. Participants
                  who are eligible for the Executive Benefit will not be
                  eligible for the Excess Retirement Benefit.

         (b)      Excess Retirement Benefit. Subject to the Committee's
                  approval, each active Participant in the Retirement Plan will
                  begin to participate in the Excess Retirement Benefit portion
                  of the Plan either on the date as of which his Retirement Plan
                  Benefit becomes limited by the $150,000 (indexed) limitation
                  on Compensation that can be considered under the Retirement
                  Plan, and/or by the Code Section 415 limitations described in
                  the Retirement Plan.


                                       12

<PAGE>

         (c)      Participation Agreement. Each Employee who executes a
                  Participation Agreement with his Employer will become eligible
                  for benefits under that specific Agreement as of the date
                  stated therein.

         (d)      Excess ESSOP Benefit. Subject to the Committee's approval,
                  each active participant in the ESSOP will begin to participate
                  in the Excess ESSOP Benefit portion of this Plan as of the
                  date when his matching contributions under the ESSOP becomes
                  limited by the $150,000 (indexed) limitation on Compensation
                  that can be considered under the ESSOP, by the dollar limit on
                  elective deferrals, and/or by the Code Section 415 annual
                  additions limitations described in the ESSOP.

2.2      Participation Upon Reemployment. In the event a Participant in any
         portion of the Plan terminates for any reason and resumes Employment,
         or terminates participation in the Plan, the Committee will determine
         whether and to what extent he will resume participating in the Plan,
         subject to the Board's or Committee's approval for reentry into the
         Executive Benefit and/or Participation Agreement portions of the Plan.

2.3      Forfeiture. Any Participant will forfeit his Executive Benefit
         (including all survivor benefits) in the event that within 3 years
         after his termination of Employment, he (a) enters into any activity
         which competes with any business conducted by any Controlled Group
         member in any geographic area where the Controlled Group member has
         established a place of business, unless he has the Committee's prior


                                       13

<PAGE>

         written consent; (b) interferes with the relations between any
         Controlled Group member and any customer; or (c) engages in any
         activity which can reasonably be expected to result in any decrease of
         or loss in profits by any Controlled Group member.

2.4      Adoption of the Plan By a Controlled Group Member. A Controlled Group
         member may adopt the Plan by appropriate action of its board of
         directors or authorized officer(s) or representative(s), subject to
         approval of the Board.

         (a)      Method of Adopting the Plan by a Controlled Group Member. To
                  adopt the Plan, the board of directors of the Controlled Group
                  member must approve a resolution expressly adopting the Plan
                  for the benefit of its eligible employees. In such resolution
                  the Controlled Group member will delegate to the Company and
                  its Board authority:

                  (1)      to administer the Plan through the appointment of the
                           members of the Committee and the Investment Council,

                  (2)      to enter into an annuity or insurance contract, a
                           rabbi trust, or other funding medium selected by the
                           Investment Council, and

                  (3)      to amend the Plan at any time and to take any other
                           steps that the Company considers necessary or
                           advisable in connection with the administration and
                           implementation of the Plan.


                                       14

<PAGE>

         (b)      Transmittal of Resolution. The Employer will transmit a
                  certified copy of such resolution to the Company's Board. The
                  effective date of the Employer's adoption of the Plan will be
                  stated in the resolution.










                                       15


<PAGE>

                                    ARTICLE 3

                       Amount and Payment Date of Benefits

3.1      Amount of Benefits. The Participant will receive one or more of the
         following benefits to which he is entitled under applicable provisions
         of the Plan. The Participant who receives an Executive Benefit will not
         receive an Excess Retirement Benefit.

         (a)      Executive Benefit. The Executive Benefit will be a monthly
                  benefit calculated as follows:

                  (1)      4 percent multiplied by the Participant's whole and
                           partial Years of Benefit Service not in excess of 15
                           years, with the product (maximum of 60 percent)
                           multiplied by his Final Average Earnings, and that
                           product divided by 12, multiplied (if applicable) by

                  (2)      the ratio (not greater than one) of the number of his
                           whole and partial Years of Benefit Service earned as
                           of his Termination Date, over the number he would
                           have earned if he had continued Employment until his
                           Normal Retirement Date, with the product reduced by

                  (3)      the sum of (A) his monthly Retirement Plan Benefit
                           actually paid, and (B) his monthly Social Security
                           Benefit.


                                       16


<PAGE>

                  Notwithstanding any other provision of this amended and
                  restated Plan, no amended provision which would modify the
                  Executive Benefit in any material respect will apply to any
                  Participant to whom Code Section 162(m) applies. The Plan as
                  it existed before this amendment and restatement will continue
                  to apply to each such Participant in all material respects.

         (b)      Excess Retirement Benefit. The Excess Retirement Benefit will
                  be a monthly benefit in an amount equal to the difference
                  between the amount the Participant would have received under
                  the Retirement Plan in the absence of statutory restrictions,
                  and the amount he actually receives or is entitled to receive
                  after applying those restrictions.

         (c)      Participation Agreement Benefit. The Participant Agreement
                  Benefit will be the amount described in the Agreement.

         (d)      Excess ESSOP Benefit. The Excess ESSOP Benefit will be the
                  Participant's Excess ESSOP Account balance, which will be paid
                  as described in Section 4.2.

3.2      Benefit Commencement Date. Each monthly benefit will be payable on the
         first day of each month beginning on the Participant's Benefit
         Commencement Date under the Retirement Plan. Unless otherwise
         negotiated, the Participant


                                       17

<PAGE>

         may not elect a Benefit Commencement Date for any benefit that is
         different from his Benefit Commencement Date under the Retirement Plan.
         Payments will continue according to the applicable form of payment, as
         described in Article 4.

3.3      Adjustment for Early Retirement. The Participant who retires before his
         62nd birthday and elects to begin receiving his monthly benefits early,
         will receive his benefits adjusted as follows:

         (a)      Executive Benefit. The Participant will receive his Executive
                  Benefit in a monthly amount calculated as described in
                  Subsection 3.1(a), but with the Subsection 3.1(a)(1) portion
                  of the benefit reduced for early payment by an amount equal to
                  .25 percent for each month by which his Benefit Commencement
                  Date precedes his 62nd birthday.

         (b)      Excess Retirement Benefit. The Participant will receive his
                  Excess Retirement Benefit in a monthly amount calculated as
                  described in Subsection 3.1(a), but with the Subsection
                  3.1(a)(1) portion of the benefit reduced for early payment by
                  an amount equal to .3 percent for each month by which his
                  Benefit Commencement Date precedes his 65th birthday.


                                       18

<PAGE>

         (c)      Participation Agreement Benefit. The Participant will receive
                  his Participation Agreement Benefit adjusted for early payment
                  to the extent provided in his Participation Agreement.

3.4      Adjustment for Delayed Retirement. The Participant who continues
         Employment after his Normal Retirement Date will continue to accrue
         Executive Benefits until he actually retires, under applicable
         provisions of the Plan.

3.5      Termination of Employment or Participation.

         (a)      Executive Benefit. Each Participant will become fully vested
                  in the Executive Benefit portion of his Accrued Benefit as of
                  the earlier of the date he completes 5 Years of Vesting
                  Service, or reaches Early Retirement Age. The vested
                  Participant who terminates Employment or participation before
                  his Earliest Retirement Date will receive a deferred Executive
                  Benefit beginning on his Normal Retirement Date unless he
                  elects to receive payments beginning on an Early Retirement
                  Date as reduced under Subsection 3.3(a). The Participant who
                  terminates Employment or ceases to be eligible for the
                  Executive Benefit before he becomes vested, will not receive
                  any Executive Benefit.

         (b)      Excess Retirement Benefit. Each Participant will become fully
                  vested in the Excess Retirement Benefit portion of his Accrued
                  Benefit as of the earlier of the date he completes 5 Years of
                  Vesting Service, or reaches


                                       19

<PAGE>

                  Early Retirement Age. The vested Participant who terminates
                  Employment or participation before his Earliest Retirement
                  Date will receive a deferred Excess Retirement Benefit
                  beginning on his Normal Retirement Date unless he elects to
                  receive payments beginning on an Early Retirement Date as
                  reduced under Subsection 3.3(b). The Participant who
                  terminates Employment or ceases to be eligible for the Excess
                  Retirement Benefit before he becomes vested, will not receive
                  any Excess Retirement Benefit.

         (c)      Participation Agreement Benefit. Unless otherwise negotiated
                  and stated in his Participation Agreement, each Participant
                  will become fully vested in the Participation Agreement
                  Benefit portion of his Accrued Benefit as of the earlier of
                  the date he completes 5 Years of Vesting Service, or reaches
                  Early Retirement Age. The vested Participant who terminates
                  Employment or participation before his Earliest Retirement
                  Date will receive a deferred Participation Agreement Benefit
                  beginning on his Normal Retirement Date unless he elects to
                  receive payments beginning on an Early Retirement Date as
                  reduced to the extent provided in his Participation Agreement.
                  The Participant who terminates Employment or ceases to be
                  eligible for the Participation Agreement Benefit before he
                  becomes vested, will not receive any Participation Agreement
                  Benefit.

         (d)      Excess ESSOP Benefit. The Participant will become vested in
                  his Excess ESSOP Benefit under applicable provisions of the
                  ESSOP.


                                       20

<PAGE>

3.6      Disability Retirement.

         (a)      Eligibility. The Participant in the Executive Benefit and/or
                  Excess Retirement Benefit portions of the Plan, who incurs a
                  total and permanent disability, will be entitled to the
                  benefit described in this Section. To be treated as totally
                  and permanently disabled under this Plan, the Participant must
                  either (1) receive benefits under an Employer's long-term
                  disability plan, (2) receive a written determination from the
                  Social Security Administration that he is eligible to receive
                  Social Security disability benefits, or (3) receive Workers'
                  Compensation disability benefits due to an occupational
                  illness or injury.

         (b)      Amount of Disability Retirement Benefit. The Participant who
                  terminates Employment because of a disability and who is
                  entitled to an Executive Benefit will receive a monthly
                  benefit in an amount equal to 60 percent of his final pay as
                  defined in his Employer's long-term disability plan, minus the
                  amounts he receives as either long-term disability benefits
                  provided by his Employer, his combined family Social Security
                  disability benefits, and his Retirement Plan Benefit, or which
                  he would be entitled to receive upon proper application.

         (c)      Benefit Commencement Date. The disability retirement benefit
                  will be payable to the disabled Participant as of the first
                  day of each month


                                       21

<PAGE>

                  beginning on the date when he begins to receive his
                  Employer-provided long-term disability benefits. His
                  disability benefit payments will continue until his Earliest
                  Retirement Date, at which time his benefit will convert to a
                  reduced early retirement benefit as described in Section 3.3.

         (d)      Recovery. The Committee will treat a Participant as having
                  recovered as of the date when he ceases to be eligible for
                  either long-term disability benefits under his Employers's
                  plan, Social Security disability benefits, or Workers'
                  Compensation disability benefits, as applicable. The disabled
                  Participant who recovers, immediately notifies his Employer of
                  his recovery, and resumes Employment within a reasonable
                  period of time, or offers to resume active Employment but
                  cannot because no suitable position is available, will receive
                  a subsequent Executive Benefit calculated by taking into
                  account his aggregated whole and partial Years of Benefit
                  Service and offsetting the Actuarial Equivalent value of the
                  disability benefits he previously received. The disabled
                  Participant who recovers but fails to timely notify his
                  Employer, or fails to resume active Employment if a suitable
                  position is available and is offered to him, will be treated
                  as if he had terminated Employment on his last day of active
                  Employment and any subsequent Executive Benefit to which he is
                  entitled will be calculated by offsetting the Actuarial
                  Equivalent value of the disability benefits he previously
                  received.



                                       22

<PAGE>

3.7      Reemployment.

         (a)      Reemployment Before Receipt of Benefits. The benefits payable
                  to the vested Participant who terminates or retires and
                  resumes Employment before he receives any benefit payments,
                  will be based on his aggregated Compensation and all his whole
                  and partial Years of Benefit Service and will begin after his
                  subsequent retirement in accordance with applicable provisions
                  of the Plan.

         (b)      Reemployment After Receipt of Cash-Out. The benefit payable to
                  the Participant who (1) terminated or retired, (2) received a
                  cash-out of his benefit, and (3) resumed Employment, will not
                  receive credit for the whole and partial Years of Benefit
                  Service for which he received the cash-out.

         (c)      Reemployment After Receipt of Monthly Payments. Unless
                  otherwise negotiated, monthly Executive Benefit payments will
                  be suspended immediately for the Participant who retired,
                  began to receive monthly payments, and then resumed
                  Employment. Upon his subsequent retirement, the Committee will
                  recalculate his monthly benefit to include his most recent
                  Compensation and his total Benefit Service earned during all
                  periods of his Employment.


                                       23

<PAGE>

                                    ARTICLE 4

                                 Form of Payment

4.1      Form of Payment.

         (a)      Executive Benefit. The Participant who does not have a Spouse
                  as of his Benefit Commencement Date will receive his Executive
                  Benefit in the form of a single life annuity, with 10 years of
                  payment guaranteed. The Participant who has a Spouse will
                  receive his Executive Benefit in the form of a 75-percent
                  joint and survivor annuity. If the Spouse is more than 10
                  years younger than the Participant, his monthly benefit will
                  be reduced by 100 percent of the difference between the
                  10-year adjustment factor for the 75-percent annuity, and the
                  adjustment factor for the 75-percent annuity based on the
                  actual number of years that the Spouse is younger than the
                  Participant. In the event the Participant elects the 100
                  percent joint and survivor annuity under the Retirement Plan
                  and his Retirement Plan Benefit is reduced by the Code Section
                  415 limits, this Plan will reduce his Spouse's survivor
                  benefit (if any is paid) by 25 percent of the Spouse's
                  survivor benefit paid under the Retirement Plan.

         (b)      Excess Retirement Benefit. The Participant will receive his
                  Excess Retirement Benefit in the same form as he receives his
                  Retirement Plan Benefit. His Excess Retirement Benefit will be
                  reduced by the same factors as in the Retirement Plan for
                  early payment.


                                       24

<PAGE>

         (c)      Participation Agreement Benefit. The Participant will receive
                  his Participation Agreement Benefit in the form specified in
                  his Participation Agreement.

4.2      Form of Payment for the Excess ESSOP Benefit. The Participant may elect
         to receive his Excess ESSOP Benefit in either a single lump sum payment
         as of January 1 following his Termination Date, or in annual
         installments of 2 to 15 years beginning January 1 following his
         Termination Date. He must make his election at least one year before
         his Benefit Commencement Date.

4.3      Cash-Out of Small Benefits. If either the Executive Benefit, Excess
         Retirement Benefit, Participation Agreement Benefit, or Excess ESSOP
         Benefit has an Actuarial Equivalent lump sum value not greater than
         $3,500, the Committee may, in its discretion, make a single lump sum
         payment as soon as practicable after the Termination Date.





                                       25

<PAGE>

4.4      Effect of Death on Forms of Payment

         (a)      Death of Spouse or Beneficiary Before Benefits Begin. If the
                  Participant's benefit is payable in any form with a survivor
                  benefit and his Spouse or designated beneficiary dies before
                  his Benefit Commencement Date, the survivor form of payment
                  will not become effective, and he will instead receive his
                  benefits as a single life annuity unless he properly elects
                  another form before his Benefit Commencement Date.

         (b)      Death of Participant Before Benefits Begin. If the
                  Participant's benefits are payable in any form with a survivor
                  benefit and he dies before his Benefit Commencement Date, his
                  Spouse or other beneficiary will not be entitled to any
                  benefits under any such form. His surviving Spouse will be
                  entitled only to the preretirement death benefit payable under
                  Article 5.

         (c)      Death of Spouse or Beneficiary After Benefits Begin. If the
                  Participant's benefit payments have begun in any form with a
                  survivor benefit and his Spouse or other beneficiary dies
                  before he does, he will continue to receive his benefit in the
                  same form.

         (d)      Death of Participant After Benefits Begin. If the Participant
                  dies after his benefits have begun, no death benefit will be
                  payable except to the extent provided under the form of
                  benefit he was receiving.


                                       26


<PAGE>

4.5      Designation of Beneficiaries.

         (a)      Identity of Beneficiary. The Participant's beneficiary for his
                  Executive Benefit, Excess Retirement Benefit and/or
                  Participation Agreement Benefit will be the same as his
                  beneficiary for his Retirement Plan Benefit. For his Excess
                  ESSOP Benefit, the Participant will designate one or more
                  beneficiary(s) on a form provided by the Committee.

         (b)      Payment to Minor or Incompetent Beneficiaries. In the event
                  the deceased Participant's beneficiary is a minor, or is
                  legally incompetent, or cannot be located, the Committee will
                  make payment to the court-appointed guardian or representative
                  of such beneficiary, or to a trust established for the benefit
                  of such beneficiary, as applicable.

         (c)      Judicial Determination. In the event the Committee considers
                  it appropriate for any reason not to direct the payment of a
                  deceased Participant's benefits as specified in this Section
                  4.4, the Committee may have a court of applicable jurisdiction
                  determine to whom payments should be made, in which event all
                  expenses incurred in obtaining the determination may be
                  charged against the payee.

4.6      Payment to the Participant's Representative. If the Participant is
         incompetent to handle his affairs on his Benefit Commencement Date or
         thereafter, or cannot be located after reasonable effort, the Committee
         will make payments to his


                                       27


<PAGE>

         court-appointed personal representative, or if none is appointed the
         Committee may in its discretion make payments to his next-of-kin;
         provided that the Committee may request a court of competent
         jurisdiction to determine the payee, in which event all expenses
         incurred in obtaining the determination may be charged against the
         payee.

4.7      Unclaimed Benefits. In the event the Committee cannot locate any person
         entitled to receive the Participant's vested benefits, with reasonable
         effort and after a period of five years, his interest will be cancelled
         but will be reinstated within 60 days after he is located.

4.8      Correction of Mistakes. In the event the Committee discovers that a
         mistake has been made in the calculation of the benefit amount payable
         to any Participant or beneficiary, it will correct the mistake as soon
         as practicable. If an overpayment in monthly payments has been made,
         the Committee will reduce future monthly benefit payments to the extent
         necessary to recover the overpayment within a reasonable period of
         time. If an overpayment has been made in a lump sum, the Committee will
         seek cash reimbursement. If an underpayment in monthly payments has
         been made, the Committee either will pay the amount of the underpayment
         in a single sum, or will increase future monthly benefit payments to
         the extent necessary to pay the underpayment within a reasonable period
         of time. If an underpayment has been made in a lump sum, the Committee
         will pay the amount of the underpayment in a single sum. However, if
         the Committee determines that the burden or expense of


                                       28


<PAGE>

         seeking recovery of any overpayment would be greater than the potential
         recovery warrants, it may in its discretion forego recovery efforts.




















                                       29
<PAGE>


                                    ARTICLE 5

                          Preretirement Death Benefits

5.1      Executive Benefit. The surviving Spouse of the Participant is vested in
         his Executive Benefit and who dies before his Benefit Commencement
         Date, will receive the monthly death benefit described in this Section.
         However, to the extent that a different death benefit is provided under
         the Participant's Participation Agreement, that benefit will be paid.

         (a)      Coverage for Surviving Spouse Only. The death benefit coverage
                  will become effective on the later of (1) the date the
                  Participant becomes vested in his Executive Benefit, or (2)
                  the first anniversary of his marriage. The coverage will
                  remain in effect until the earlier of (1) the date the
                  Participant becomes unmarried for any reason, (2) the
                  Participant's date of death, or (3) the Benefit Commencement
                  Date. Once commenced, the coverage will remain in effect
                  whether or not the Participant continues in Employment or
                  continues to participate in the Plan. The Participant who
                  either does not have a surviving Spouse, or is not vested on
                  his date of death, will not have any preretirement death
                  benefit coverage under the Plan.

                  The Plan will provide the death benefit without any charge for
                  the cost of coverage and without reduction in the benefit
                  payable to the Participant or surviving Spouse to account for
                  the cost of coverage.



                                       30
<PAGE>

         (b)      Amount of Spouse's Preretirement Death Benefit. If the vested
                  preretirement death benefit described in this Subsection has
                  an Actuarial Equivalent lump sum value not greater than
                  $3,500, the Committee will pay the entire benefit to the
                  surviving Spouse in a lump sum payment as soon after the
                  Participant's death as practicable.

                  (1)      Death While Actively Employed. If the vested
                           Participant dies while in active Employment and has a
                           surviving Spouse, the Plan will pay the following
                           death benefit to the Spouse. The monthly death
                           benefit will be an amount equal to 75 percent of the
                           amount of the Participant's Executive Benefit,
                           calculated by assuming that the Participant had 15
                           Years of Benefit Service, using his Final Average
                           Earnings as of his date of death, and disregarding
                           the ratio in Subsection 3.1(a)(2), minus the sum of
                           the preretirement death benefit payable under the
                           Retirement Plan and the combined family Social
                           Security benefit, with no reduction for early
                           payment.

                  (2)      Death After Termination Date and Before Benefit
                           Commencement Date. If the vested Participant dies
                           after his Termination Date and before his Benefit
                           Commencement Date, and has a surviving Spouse, the
                           Plan will pay the following death benefit to the
                           Spouse. The monthly death benefit will be an amount
                           equal to 75-percent


                                       31
<PAGE>

                           of the amount of the Participant's Executive Benefit
                           that would have been payable to the Participant,
                           based on his Final Average Earnings and Years of
                           Benefit Service earned as of his Termination Date,
                           minus the sum of the preretirement death benefit
                           payable under the Retirement Plan and the combined
                           family Social Security benefit. In the event the
                           surviving Spouse elects to begin receiving benefits
                           under the Retirement Plan before the date that would
                           have been the Participant's Normal Retirement Date if
                           he had survived, the amount of the Executive Benefit
                           will be paid at the same time and will be reduced by
                           .25 percent for each month by which the Spouse's
                           Benefit Commencement Date precedes the date that
                           would have been the Participant's Normal Retirement
                           Date.

5.2      Excess Retirement Benefit. In the event the Participant has a vested
         Excess Retirement Benefit, dies before his Benefit Commencement Date,
         and has a surviving Spouse, the Plan will pay a death benefit to the
         Spouse. The death benefit will be an amount equal to the difference
         between the amount the surviving Spouse would have received under the
         Retirement Plan in the absence of statutory restrictions, and the
         amount the Spouse actually receives or is entitled to receive after
         applying the restrictions.

5.3      Participation Agreement Benefit. The death benefit payable under the
         Participation Agreement will be the amount described in the Agreement.


                                       32
<PAGE>


5.4      Excess ESSOP Benefit. Subject to the Participant's advance election, in
         the event he has an Excess ESSOP Account balance on his date of death,
         the Committee will pay (a) the entire balance in a lump sum, or (b)
         annual installments for 2 to 15 years, beginning as of January 1
         following the Participant's date of death.













                                       33
<PAGE>

                                    ARTICLE 6

                              Unfunded Top-Hat Plan

6.1      Securing Payment of Benefits. Because the Plan is a top-hat plan, it
         will be operated at all times as an unfunded plan as required under
         ERISA. However, the Company and each Employer reserve the right to take
         reasonable steps to secure the payment of all or part of the benefits
         payable under this Plan, to the greatest extent possible without
         compromising the unfunded status of the Plan. To the extent not
         provided under a rabbi trust, insurance contracts and/or other vehicles
         which the Company and/or any Employer may establish at any time to
         provide for the security of benefits, the Company and/or each Employer
         will pay benefits from its general treasury as they become due. The
         Company and/or each Employer may purchase insurance contracts and other
         investments in contemplation of benefits becoming payable in the
         future.

6.2      Assets Subject to General Creditors. In the event of the insolvency of
         any Employer, all assets of the Plan will be subject to the insolvent
         Employer's general judgment creditors to the extent that the claims are
         enforceable under state or federal law. Assets will be paid from each
         affected Employer's general treasury, or other funding vehicle if one
         exists, as directed by a valid order from a court having competent
         jurisdiction. If directed by such court, the Committee will suspend
         benefit payments as necessary to pay such judgment(s).




                                       34
<PAGE>

6.3      No Participant Contributions. Participants will neither be required nor
         permitted to make contributions to the Plan.

6.4      Exclusive Benefit. Although no Participant or beneficiary will have any
         preferred claim or beneficial ownership interest in any Plan assets,
         and any rights they have under the Plan will be mere unsecured
         contractual rights against the Employers, the Employers, and the
         trustee if the Company has established a rabbi trust, will use all Plan
         assets exclusively for the benefit of Participants and beneficiaries
         except to the extent that their general creditors have prior rights as
         described in Section 6.3.

6.5      Taxation. For each fiscal year, each Employer will be entitled to take
         an income tax deduction for benefits actually paid that year. Each
         Employer will pay annual income taxes on its pro rata share of the
         earnings from any rabbi trust or other funding vehicle that may be
         established under the Plan, except to the extent that earnings are
         exempt because of the nature of the investment, i.e., insurance
         contracts, tax-exempt bonds, etc.




                                       35
<PAGE>

                                    ARTICLE 7

                            Amendment and Termination

7.1      Amendment.

         (a)      Procedure. The Company will have the right to amend the Plan
                  from time to time. The Executive Compensation Committee of the
                  Board will determine that an amendment is appropriate, and
                  cause the amendment to be drafted. Each amendment must be
                  approved by a majority of the Executive Compensation Committee
                  members then in office. The Company's President, or officer
                  designated by the President, will adopt each amendment by
                  placing his signature thereon.

         (b)      Prohibited Amendments. No amendment will be permitted which
                  would have the effect of reducing or eliminating any
                  Participant's Accrued Benefit determined as of the effective
                  date of the amendment.

         (c)      Administrative Changes Without Plan Amendment. The Executive
                  Compensation Committee of the Board reserves authority to make
                  administrative changes to this Plan document that do not alter
                  the minimum qualification requirements, without written
                  amendment to the Plan.







                                       36
<PAGE>


         (d)      Limited to Active Participants. Except as specifically stated
                  in the amendment, no amendment will apply to any Participant
                  whose Termination Date occurred before the effective date of
                  the amendment.

7.2      Termination of the Plan. The Company expects this Plan to be continued
         indefinitely but necessarily reserves the right to terminate the Plan
         any time, subject to approval of the Executive Compensation Committee
         of the Board. Each Employer reserves the right to terminate its
         participation in the Plan at any time by appropriate action of its
         board of directors.












                                       37
<PAGE>

                                    ARTICLE 8

                                 Administration

8.1      Allocation of Fiduciary Responsibilities. The Plan fiduciaries will
         have the powers and duties described below, and may delegate their
         duties to the extent permitted under ERISA Section 402.

         (a)      The Board. The Board members' status as Plan fiduciaries, and
                  their fiduciary duties, will be limited to (1) the adoption of
                  a resolution that Employees holding certain job titles will
                  serve as Benefits Committee members, and (2) the adoption of a
                  resolution that Employees holding certain job titles will
                  serve as Investment Council members. To the extent provided in
                  the Board resolution, an Employee can serve both as a member
                  of the Benefits Committee and as a member of the Investment
                  Council.

         (b)      The Company and the Employers. The Company's and each
                  Employer's status as a Plan fiduciary, and its fiduciary
                  duties, will be limited to (1) making contributions (if any)
                  to the Plan in the amounts determined by the Committee based
                  on the recommendations of the enrolled actuary, and (2)
                  executing documents by which the Plan is governed. Officers of
                  the Company will act on its behalf as specified in the
                  Company's by-laws, and officers of each Employer will act on
                  its behalf as specified in the Employer's by-laws.




                                       38
<PAGE>

         (c)      The Executive Compensation Committee of the Board. The
                  Executive Compensation Committee of the Board will be
                  responsible for selecting the Employees who will be eligible
                  to participate in the various portions of the Plan, and for
                  amending and terminating the Plan under Article 7.

         (d)      The Benefits Committee. The Benefits Committee will serve as
                  Plan Administrator.

                  (1)      Appointment and Termination of Office. The Committee
                           will consist of not less than 3 nor more than 7
                           individuals who, by authority of the Board resolution
                           described in Subsection (a), will serve as such by
                           virtue of their job titles. A Committee member will
                           lose his status as such when he ceases to hold a job
                           title by virtue of which he is a Committee member. A
                           member may resign at any time by written resignation
                           from his job title, submitted to the Company and to
                           the Committee. The successor to such job title will
                           also be the successor Committee member.

                  (2)      Organization of Committee. The Committee will elect a
                           Chairman from among its members, and will appoint a
                           Secretary who may or may not be a Committee member.
                           The Committee may appoint agents who may or may not
                           be Committee members, as it considers necessary for
                           the effective performance of its duties,



                                       39
<PAGE>

                           and may delegate to the agents nondiscretionary
                           powers and duties as it considers expedient or
                           appropriate. The Committee will fix the compensation
                           of the agents. Employee Committee members will serve
                           as such without additional compensation.

                  (3)      Committee Meetings. The Committee will hold meetings
                           at least annually. A majority of the members then in
                           office will constitute a quorum. Each action of the
                           Committee will be taken by a majority vote of all
                           members then in office, provided that the Committee
                           will establish procedures for taking written votes
                           without a meeting.

                  (4)      Powers and Duties. The Committee will have primary
                           responsibility for administering the Plan, except for
                           the investment-related duties reserved by the
                           Investment Council under Subsection (d). The
                           Committee and the Company employees and other agents
                           to whom it delegates nondiscretionary duties, will
                           have all powers necessary to enable it to properly
                           perform its duties, including but not limited to the
                           following powers and duties:

                           (A)      Governing Rules. The Committee will be
                                    responsible for adopting rules and
                                    regulations necessary for the performance of
                                    its duties under the Plan.



                                       40
<PAGE>

                           (B)      Construction. The Committee will have the
                                    power to construe the Plan and to decide all
                                    questions arising under the Plan.

                           (C)      Rights to Benefits. The Committee will have
                                    discretionary authority to determine the
                                    eligibility of Participants and
                                    beneficiaries to receive benefits and the
                                    amount of benefits to which any Participant
                                    or beneficiary may be entitled under the
                                    Plan, and will enforce the claims procedure
                                    described in Section 8.4.

                           (D)      Employee Data. The Committee will request
                                    from the Company and the Employers complete
                                    information regarding the compensation and
                                    Employment of each Participant and other
                                    facts as it considers necessary from time to
                                    time, and will treat Company and Employer
                                    records as conclusive with respect to such
                                    information; the Committee will maintain
                                    records showing the fiscal operations of the
                                    Plan, and will keep in convenient form the
                                    data required for actuarial valuations.

                           (E)      Payments. The Committee will direct the
                                    payment of benefits from the Company's
                                    general treasury, or from any annuity
                                    contract or trust, or may appoint a
                                    disbursing agent,



                                       41
<PAGE>

                                    and will specify the payee, the amount and
                                    the conditions of each payment.

                           (F)      Disclosure. The Committee will prepare and
                                    distribute to the Participants any plan
                                    summaries, notices and other information
                                    about the Plan in such manner as it deems
                                    proper and in compliance with applicable
                                    law.

                           (G)      Application Forms. The Committee will
                                    provide forms for use by Participants in
                                    applying for benefits.

                           (H)      Actuarial Determinations. The Committee will
                                    appoint an enrolled actuary to make annual
                                    actuarial valuations of the Plan's
                                    experience and liabilities, and to prepare
                                    actuarial statements. The Committee will
                                    notify the Employers of the amount of
                                    contributions determined to be necessary to
                                    provide benefits, based on the
                                    recommendations of the enrolled actuary.

                           (I)      Agents. The Committee may delegate any of
                                    its administrative duties to Company
                                    employees and other agents, and may retain
                                    legal counsel, accountants, actuaries,
                                    consultants and such other agents as it
                                    considers necessary to properly administer
                                    the Plan.


                                       42
<PAGE>

                           (J)      Reporting. The Committee will cause to be
                                    filed all reports required under ERISA and
                                    the Code.

         (e)      The Investment Council. The Investment Council will have
                  primary responsibility for the investment of Plan assets, to
                  the extent that Employers make contributions to fund future
                  benefits.

                  (1)      Appointment and Termination of Office. The Investment
                           Council will consist of not less than 3 nor more than
                           7 individuals who, by authority of the Board
                           resolution described in Subsection (a), will serve as
                           such by virtue of their job titles. An Investment
                           Council member will lose his status as such when he
                           ceases to hold a job title by virtue of which he is
                           an Investment Council member. A member may resign at
                           any time by written resignation from his job title,
                           submitted to the Company and to the Investment
                           Council. The successor to such job title will also be
                           the successor Investment Council member.

                  (2)      Organization of Investment Council. The Investment
                           Council will elect a Chairman from among its members,
                           and will appoint a Secretary who may or may not be an
                           Investment Council member. The Investment Council may
                           appoint agents who may or may not be Investment
                           Council members, as it considers



                                       43
<PAGE>

                           necessary for the effective performance of its
                           duties, and may delegate to the agents
                           nondiscretionary powers and duties as it considers
                           expedient or appropriate. The Investment Council will
                           fix the compensation of the agents. Employee
                           Investment Council members will serve as such without
                           additional compensation.

                  (3)      Investment Council Meetings. The Investment Council
                           will hold meetings at least annually. A majority of
                           the members then in office will constitute a quorum.
                           Each action of the Investment Council will be taken
                           by a majority vote of all members then in office,
                           provided that the Investment Council may establish
                           procedures for taking written votes without a
                           meeting.

                  (4)      Powers and Duties. The Investment Council will have
                           primary responsibility for investment of Plan assets,
                           and all powers necessary to enable it to properly
                           perform its duties, including but not limited to the
                           following powers and duties:

                           (A)      Appointment of Rabbi Trustee. The Investment
                                    Council will select and appoint the trustee
                                    for any rabbi or secular trust that it
                                    establishes under the Plan, and may remove
                                    and replace the trustee from time to time as
                                    it considers appropriate. The Council will
                                    determine the portion of Plan



                                       44
<PAGE>

                                    assets to be invested by the trustee instead
                                    of the investment manager(s).

                           (B)      Appointment of Investment Managers. The
                                    Investment Council may select and appoint
                                    one or more investment managers from time to
                                    time, and may remove any investment manager.
                                    The Council will determine the portion of
                                    Plan assets to be invested be each
                                    investment manager. To the extent it
                                    considers appropriate, the Council will
                                    direct the investment manager(s) regarding
                                    the allocation of assets among investment
                                    categories and the maintenance of asset
                                    balancing.

                           (C)      Funding Policy. The Investment Council will
                                    maintain and execute a funding policy.

                           (D)      Investment Policy. The Investment Council
                                    will maintain and execute written investment
                                    objectives and guidelines.

                           (E)      Investment Categories. To the extent it does
                                    not delegate such authority to the trustee
                                    and/or the investment manager(s), the
                                    Investment Council will determine the
                                    portion of Plan assets to be invested in
                                    categories such as common and preferred
                                    stocks, bonds, mortgages, real estate,
                                    insurance contracts, etc., and may direct
                                    transfers of


                                       45
<PAGE>

                                    Plan assets between investment categories
                                    and between the trustee and/or the
                                    investment managers accordingly.

                           (F)      Investment Performance. The Investment
                                    Council will establish written procedures
                                    for reviewing and evaluating investment
                                    performance, and will regularly review and
                                    evaluate the performance of the investment
                                    manager(s) and the media in which Plan
                                    assets are invested.

                           (G)      Records. The Investment Council will
                                    maintain records of investment and will keep
                                    in convenient form the investment data
                                    required for actuarial valuations and
                                    government reports.

                           (H)      Agents. The Investment Council may delegate
                                    any of its nondiscretionary duties to
                                    Company employees and other agents, and may
                                    retain legal counsel, accountants,
                                    actuaries, consultants and such other agents
                                    as it considers necessary to properly
                                    administer the Plan.

8.2      Expenses. The Committee will determine, in its sole discretion, whether
         the expenses incurred in administering the Plan (and rabbi trust if
         any) will be paid by the Company (or by the trustee from the trust fund
         if any). Expenses include but are not limited to fees and charges of
         actuaries, attorneys, accountants, consul-


                                       46
<PAGE>

         tants, investment managers, and any trustee. The trustee will pay from
         the trust fund all expenses directly incurred in connection with the
         investment of Plan assets.

8.3      Indemnification. The Company will indemnify and hold harmless the
         Committee and the Investment Council and each member and each person to
         whom the Committee and the Investment Council has delegated
         responsibility under this Article, from all joint and several liability
         for their acts and omissions and for the acts and omissions of their
         duly appointed agents in the administration of the Plan, except for
         their own breach of fiduciary duty and willful misconduct.

8.4      Claims Procedure. The Committee will furnish to each Participant, upon
         his retirement, information about the benefits to which he is entitled
         under the Plan. The Committee may require any person claiming benefits
         under the Plan to submit a written application, together with such
         documents, evidence, and information as it considers necessary to
         process the claim.






                                       47
<PAGE>

                                    ARTICLE 9

                                  Miscellaneous

9.1      Headings. The headings and subheadings in this Plan have been inserted
         for convenient reference, and to the extent any heading or subheading
         conflicts with the text, the text will govern.

9.2      Construction. The Plan will be construed in accordance with the laws of
         the State of South Carolina, except to the extent such laws are
         preempted by ERISA and the Code.

9.3      Severability. If any Section, Subsection, or provision of this Plan is
         held to be void, unlawful or unenforceable under any applicable State
         or federal law, that provision will be severed from the Plan, as
         amended if necessary, and the remainder of the Plan will continue in
         full force and effect.

9.4      Nonalienation. No benefits payable under the Plan will be subject to
         the claim or legal process of any creditor of any Participant or
         beneficiary, and no Participant or beneficiary will alienate, transfer,
         anticipate or assign any benefits under the Plan.






                                       48
<PAGE>

9.5      No Employment Rights. Participation in the Plan will not give any
         Employee the right to be retained in the employ of any Employer, or
         upon termination any right or interest in the Plan except as provided
         in the Plan.

9.6      No Enlargement of Rights. No person will have any right to or interest
         in any portion of the Plan except as specifically provided in the Plan.

9.7      Withholding for Taxes. Payments under the Plan will be subject to
         withholding for payroll taxes as required by law.










                                       49
<PAGE>


    IN WITNESS WHEREOF, Sonoco Products Company has caused this amendment and
restatement of Omnibus Benefit Restoration Plan of Sonoco Products Company to be
executed by its duly authorized officer this ____ day of December, 1994, to be
effective as of January 1, 1994, except that certain provisions are effective as
of other dates stated within each such provision.



                                            SONOCO PRODUCTS COMPANY



                                            By:


                                            Title:


ATTEST:




Secretary

Corporate Seal:







                                       50



</TEXT>
</DOCUMENT>
