WATTS INDUSTRIES INC
EXHIBIT 10.7
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<TYPE>EX-10.7
<SEQUENCE>7
<FILENAME>a2106164zex-10_7.txt
<DESCRIPTION>EXHIBIT 10.7
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                                  EXHIBIT 10.7

                             WATTS INDUSTRIES, INC.

                                  PENSION PLAN

            (As Amended and Restated Effective as of January 1, 1997)

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                                TABLE OF CONTENTS

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INTRODUCTION......................................................................................................i

ARTICLE I - DEFINITIONS

       1.01       Accumulated Contributions Account...............................................................1
       1.02       Actuarial Equivalent............................................................................1
       1.03       Actuary.........................................................................................2
       1.04       Affiliated Employer.............................................................................2
       1.05       Beneficiary.....................................................................................3
       1.06       Board of Directors..............................................................................3
       1.07       Code............................................................................................3
       1.08       Committee.......................................................................................3
       1.09       Compensation....................................................................................3
       1.10       Contingent Annuitant............................................................................4
       1.11       Covered Compensation............................................................................4
       1.12       Effective Date..................................................................................4
       1.13       Eligible Employee...............................................................................4
       1.14       Employee........................................................................................5
       1.15       Employer........................................................................................5
       1.16       ERISA...........................................................................................5
       1.17       Fiduciary.......................................................................................6
       1.18       Final Average Compensation......................................................................6
       1.19       Highly Compensated Employee.....................................................................6
       1.20       Limitation Year.................................................................................7
       1.21       Maximum Offset Allowance........................................................................7
       1.22       Normal Retirement Age...........................................................................7
       1.23       Participant.....................................................................................7
       1.24       Plan............................................................................................8
       1.25       Plan Administrator..............................................................................8
       1.26       Plan Year.......................................................................................8
       1.27       Prior Plan......................................................................................8
       1.28       Retired Participant.............................................................................8
       1.29       Social Security Benefit.........................................................................8
       1.30       Social Security Compensation....................................................................9
       1.31       Social Security Retirement Age..................................................................9
       1.32       Social Security Taxable Wage Base...............................................................9
       1.33       Sponsoring Employer.............................................................................9
       1.34       Terminated Participant.........................................................................10
       1.35       Trust..........................................................................................10
       1.36       Trust Fund.....................................................................................10
       1.37       Trustee........................................................................................10
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ARTICLE 2 - SERVICE

       2.01       Service Prior to January 1, 1985...............................................................11
       2.02       Crediting of Service On and After January 1, 1985..............................................11
       2.021      Break in Service Defined On and After January 1, 1985..........................................11
       2.022      Recrediting of Service Upon Reemployment.......................................................12
       2.03       Hour of Service Defined........................................................................12
       2.04       Benefit Service................................................................................14
       2.05       Veterans' Rights...............................................................................15

ARTICLE 3 - PARTICIPATION

       3.01       Participation Requirements.....................................................................16
       3.02       Participation upon Re-employment...............................................................21

ARTICLE 4 - RETIREMENT DATES

       4.01       Normal Retirement Date.........................................................................25
       4.02       Early Retirement Date..........................................................................25
       4.03       Deferred Retirement Date.......................................................................25

ARTICLE 5 - RETIREMENT BENEFITS

       5.01       Form of Normal Retirement Benefit..............................................................26
       5.02       Spouse Joint and Survivor Annuity..............................................................26
       5.021      Amount of Spouse Joint and Survivor Annuity....................................................26
       5.022      Election Out of Spouse Joint and Survivor Annuity..............................................26
       5.023      Information Furnished to Participant...........................................................27
       5.024      Spousal Consent Required.......................................................................28
       5.03       Amount of Normal Retirement Benefit............................................................29
       5.031      Minimum Benefit for Participants on January 1, 1979............................................34
       5.032      Accrued Normal Retirement Benefit .............................................................34
       5.04       Maximum Retirement Benefits....................................................................35
       5.041      Limitation Applicable to Defined Contribution Plan Participants................................39
       5.042      Affiliated Employees...........................................................................41
       5.05       Early Retirement Benefit.......................................................................42
       5.051      Social Security Option.........................................................................42
       5.06       Deferred Retirement Benefit....................................................................43
       5.07       Suspension of Benefit Distributions............................................................45
       5.08       Non-Duplication of Benefits....................................................................46
       5.09       Retirement Prior to January 1, 1985............................................................47
       5.10       Participants who Attained Normal Retirement Age or Who Retired Prior to January 1, 1986........47
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ARTICLE 6 - TERMINATION OF SERVICE

       6.01       Requirements for Vested Benefits...............................................................49
       6.02       Vested Benefits................................................................................49
       6.021      Computation of a Vested Benefit................................................................50
       6.022      Early Commencement of a Vested Benefit.........................................................50

ARTICLE 7 - DEATH OF PARTICIPANT

       7.01       Death Prior to Retirement......................................................................51
       7.02       Surviving Spouse Benefit.......................................................................51
       7.03       Amount of Surviving Spouse Benefit.............................................................51
       7.04       Death After Commencement of Benefits or Normal Retirement Age..................................53

ARTICLE 8 - OPTIONAL FORMS OF BENEFIT

       8.01       Time for Election..............................................................................54
       8.02       Contingent Annuitant Option....................................................................54
       8.03       Ten Year Certain Life Annuity Option...........................................................54
       8.04       Five Year Certain Life Annuity Option..........................................................55
       8.05       Refund of Accumulated Contribution Account.....................................................55
       8.06       When Option Effective..........................................................................56
       8.07       Beneficiary....................................................................................57
       8.08       Limitation of Election of Option...............................................................57
       8.09       Spousal Consent Requirement....................................................................57

ARTICLE 9 - CHANGE IN STATUS AND TRANSFER

       9.01       Change in Status from Eligible Employee to Non-Eligible Employee...............................58
       9.02       Change in Status from Non-Eligible Employee to Eligible Employee...............................58
       9.021      Non-Duplication of Benefits....................................................................58
       9.03       Transfer in Employment.........................................................................59
       9.031      Employment with an Affiliated Employer.........................................................59
       9.04       Employment with Watts Fluidair Co..............................................................60
       9.05       Employment with Spence Engineering Company, Inc................................................60
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ARTICLE 10 - ADMINISTRATION

       10.01      Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration ..............61
       10.02      Indemnification................................................................................61
       10.03      Appointment of Committee.......................................................................62
       10.04      Records and Reports............................................................................62
       10.05      Other Committee Powers and Duties..............................................................63
       10.06      Rules and Decisions............................................................................64
       10.07      Committee Procedures...........................................................................65
       10.08      Authorization of Benefit Payments..............................................................65
       10.09      Application and Forms for Payment..............................................................65
       10.10      Claims Procedure...............................................................................66
       10.11      Appeal and Review Procedure....................................................................66
       10.12      Evidence.......................................................................................67

ARTICLE 11 - FUNDING OF THE PLAN

       11.01      Medium of Funding..............................................................................68
       11.02      Contributions..................................................................................68
       11.03      Fund to be for the Exclusive Benefit of Participants...........................................68
       11.04      Forfeitures....................................................................................68
       11.05      Interests of Participants in Trust Fund........................................................68
       11.06      Payment of Expenses............................................................................69

ARTICLE 12 - PAYMENT OF RETIREMENT BENEFITS

       12.01      Payment of Small Amounts.......................................................................70
       12.02      Deemed Distribution............................................................................70
       12.03      Payments for Incapacitated Persons ............................................................71
       12.04      Spendthrift....................................................................................71
       12.05      Payment Under Qualified Domestic Relations Orders..............................................71
       12.06      Latest Commencement of Benefits................................................................71
       12.07      Commencement of Benefits Prior to Normal Retirement Age........................................72
       12.08      Distribution of Benefits Beginning Before Death an After Death.................................72
       12.09      Direct Rollover Distributions..................................................................73

ARTICLE 13 - AMENDMENTS TO OR TERMINATION OF THE PLAN

       13.01      Rights of the Employer to Amend or Terminate...................................................75
       13.02      Termination of the Plan........................................................................75
       13.03      Limitations on Benefits Upon Termination.......................................................76
       13.04      Allocation of Assets...........................................................................76
       13.05      Distribution Media.............................................................................78
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ARTICLE 14 - DISTRIBUTION LIMITATIONS AND EARLY TERMINATION PROVISIONS

       14.01      Distribution Limitations...................................................................... 79

ARTICLE 15 - TOP-HEAVY PROVISIONS

       15.01      Article Controls...............................................................................82
       15.02      Definitions....................................................................................82
       15.03      Top-Heavy Status...............................................................................86
       15.04      Termination of Top-Heavy Status................................................................89

ARTICLE 16 - MISCELLANEOUS

       16.01      Rights Against the Employer....................................................................90
       16.02      Return of Contributions........................................................................90
       16.03      Merger.........................................................................................91
       16.04      Leased Employees...............................................................................91
       16.05      Applicable Law.................................................................................92
       16.06      Headings.......................................................................................92
       16.07      Gender and Number..............................................................................92
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                                  INTRODUCTION

The Watts Industries, Inc. Retirement Plan for Salaried Employees, previously
known as the Watts Regulator Co. Retirement Plan for Salaried Employees,
(hereinafter the "Plan") was established, effective January 1, 1985, as a
successor to and a continuation of the Retirement Plan for Salaried Employees of
the Watts Regulator Co. and the Retirement Plan for Employees of the Webster
Foundry Division (hereinafter "the Prior Plans").

Effective January 1, 1997, Consolidated Precision Corp. adopted the Plan for its
Eligible Employees who had been employees of Circle Seal Controls;

Effective January 1, 1998, Ames Company, Inc. adopted the Plan for its Eligible
Employees;

Effective March 17, 1998, Atkomatic Valve Company adopted the Plan for its
Eligible Employees;

Effective April 1, 1998, Aerodyne Controls Corporation adopted the Plan for its
Employees who became Eligible Employees of Circle Seal Corporation on January 5,
1998;

Effective October 18, 1999, the following Employers spun-off from the Plan into
the CIRCOR International, Inc. Retirement Plan for Salaried Employees: Circle
Seal Controls, Inc., (including Aerodyne Controls Corporation, Consolidated
Precision Corp., Keane Controls Corporation, Atkomatic Valve Company), KF
Industries, Inc. (including Eagle Value), Industrial Products Division, Leslie
Controls, Inc., Spence/Nicholson Engineering Company, Inc.;

Effective January 1, 2001, McCraney, Inc. (dba "Spacemaker") and Watts Heatway,
Inc. (now called Watts Radiant, Inc.) adopted the Plan for their Eligible
Employees; and

Effective January 1, 2002, Premier Manufactured Systems, Inc. adopted the Plan
for its Eligible Employees.

Watts Industries, Inc. (hereinafter the "Sponsoring Employer") is hereby
amending and restating the Plan, as hereinafter set forth, unless specifically
stated otherwise, effective January 1, 1997 and such later dates as may be
specified herein to comply with the General Agreement on Tariffs and Trade, the
Uniformed Services Employment and Reemployment Rights Act of 1994, the Small

                                       (i)
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Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the
Internal Revenue Service Restructuring and Reform Act of 1998, and other
applicable laws.

Effective December 31, 2001, the Watts Industries, Inc. Hourly Pension Plan was
merged into the Plan and its terms and conditions were incorporated into the
Plan as Part A. Effective January 1, 2002, the Plan was renamed the Watts
Industries, Inc. Pension Plan.

It is the intention of the Employer that the Plan as herein amended and restated
shall continue to be recognized as a qualified pension plan under Sections
401(a) and 501(a) of the Internal Revenue Code. The provisions of the Plan as
set forth in this Plan document shall apply only to an Eligible Employee who
terminates employment on or after the effective date of a provision as set forth
herein. The rights and benefits, if any, of an Employee who terminated
employment prior to the effective date of a provision as set forth herein shall
be determined in accordance with the provisions of the Plan as in effect on the
date his employment terminated.

                                      (ii)
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                             ARTICLE I - DEFINITIONS

The following words and phrases shall be defined as stated unless a different
meaning is plainly required by the context:

1.01   "ACCUMULATED CONTRIBUTIONS ACCOUNT" means (i) the sum of the amounts, if
       any, contributed prior to January 1, 1987 by the Participant to the
       Pension Plan for Employees of Spence Engineering Company, plus (ii) 5%
       interest per year through December 31, 1987 and at the rate(s) provided
       under Section 411(c)(2)(C)(iii) of the Code from January 1, 1988 to the
       first day of the calendar month coincident with or immediately following
       the date of withdrawal or the date of benefit commencement.

1.02   "ACTUARIAL EQUIVALENT" or any term of similar import, wherever used in
       the Plan, means a benefit of equivalent value determined as follows:

       (a)    For purposes of any determination requiring actuarial equivalence
              under Article 15, the Actuarial Equivalent will be determined
              using a 5% interest rate and the UP-1984 Mortality Table for
              employees and the UP-1984 Mortality Table set back three years for
              beneficiaries;

       (b)    The following provisions of this subsection (b) shall apply to
              Limitation Years beginning on or after January 1, 1995. For
              purposes of Section 5.04(e), the Actuarial Equivalent shall be
              determined using either an interest rate of 7% and the UP-1984
              Mortality Table or an interest rate of 5% and the mortality table
              prescribed by the IRS Commissioner in Rev. Rul. 95-6, 1995-1 CB
              80, whichever produces a larger reduction in the maximum annual
              amount. For purposes of Section 5.04(f), the Actuarial Equivalent
              shall be determined using either an interest rate of 7% and the
              UP-1984 Mortality Table or an interest rate of 5% and the
              mortality table prescribed by the IRS Commissioner in Rev. Rul.
              95-6, 1995-1 CB 80, whichever produces the smaller increase in the
              maximum annual amount. For purposes of Section 5.04(g), the
              Actuarial Equivalent will be determined using either an interest
              rate of 7% and the UP-1984 Mortality Table or an interest rate of
              5% and the mortality table prescribed by the IRS Commissioner in
              Rev. Rul. 95-6, 1995-1 CB 80, whichever produces the larger single
              life annuity. In the event the benefit is payable in the form of a
              lump sum payment, the 5% interest rate shall be replaced by the
              rate on 30-year Treasury Constant Maturities for the month of
              November prior to the Plan Year of the distribution date;

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       (c)    For purposes of Section 8.05, 12.01, and 12.02, Actuarial
              Equivalent will be determined by using the mortality table
              prescribed by the IRS Commissioner in Rev. Rul. 95-6, 1995-1 CB
              80, and using an interest rate equal to the rate on 30-year
              Treasury Constant Maturities for the month of November prior to
              the Plan Year of the distribution date;

       (d)    For purposes of subsections (b) and (c) above, the term
              "distribution date" means the date as of which an amount is paid,
              except with respect to payments under Section 12.01, in which
              case, it means the first day of the month following the month in
              which the Participant terminates employment; and

       (e)    For purposes of Article 13, the Actuarial Equivalent will be
              determined as specified in regulations promulgated by the Pension
              Benefit Guaranty Corporation.

       (f)    For all other purposes, the Actuarial Equivalent will be
              determined using a 7% interest rate and the UP-1984 Mortality
              Table for employees and the UP-1984 Mortality Table set back three
              years for beneficiaries;

1.03   "ACTUARY" means the actuarial consultant or actuarial consultants
       designated from time to time to make actuarial computations in connection
       with the Plan.

1.04   "AFFILIATED EMPLOYER" means any of the following (other than the
       Employer):

       (a)    Any corporation which is a member of a controlled group of
              corporations which includes the Employer, determined under the
              provisions of Section 414(b) of the Code;

       (b)    Any trade or business which is under common control (as defined in
              Section 414(c) of the Code) with the Employer;

       (c)    Any organization which is a member of an affiliated service group
              (as defined in Section 414(m) of the Code) which includes the
              Employer; and

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

       A corporation, trade or business or member of an affiliated service group
       shall be treated as an Affiliated Employer only while it is a member of
       the controlled group.

1.05   "BENEFICIARY" means any person other than a Contingent Annuitant entitled
       to receive any death benefits payable upon the death of the Participant.

1.06   "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors of Watts
       Industries, Inc. or any successor thereto.

1.07   "CODE" means the Internal Revenue Code of 1986, as amended from time to
       time. Reference to a specific provision of the Code shall include such
       provision, any valid regulation or ruling promulgated thereunder, and any
       provision of future law that amends, supplements, or supersedes such
       provision.

1.08   "COMMITTEE" means the Pension Plan Committee appointed to administer the
       Plan as set forth in Article 10.

1.09   "COMPENSATION" shall mean the total compensation payable to an Employee
       by the Employer and reportable to the Federal Government for income tax
       purposes on Form W-2, or any form prescribed by the Internal Revenue
       Service to take its place, including salary, bonuses, commissions and
       overtime pay, but excluding stock option rights, any severance pay or
       termination pay, moving expenses, tuition reimbursement and other forms
       of extraordinary earnings or the value thereof.

       Compensation includes contributions made on behalf of an Employee by the
       Employer pursuant to a salary deferral agreement under Section 401(k) of
       the Code and/or a salary reduction agreement pursuant to a cafeteria plan
       established under Section 125 of the Code.

       In no event shall a Participant's Compensation taken into account under
       the Plan for any Plan Year exceed $150,000 or such other amount as the
       Secretary of the Treasury may determine for such Plan Year in accordance
       with Section 401(a)(17) of the Code. Any

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       change in the dollar amount set forth above as adjusted by the Secretary
       of the Treasury in accordance with Section 401(a)(17) of the Code shall
       apply only to Compensation taken into account for Plan Years beginning
       with the Plan Year in which such change is effective.

For purposes of Section 1.18, Compensation shall also mean compensation paid by
       an Affiliated Employer prior to the effective date of its inclusion in
       this Plan.

1.10   "CONTINGENT ANNUITANT" means the person designated by the Participant to
       receive a benefit under the Contingent Annuitant Option following the
       death of the Participant in accordance with Article 8.

1.11   "COVERED COMPENSATION" means, for any Plan Year, the average (without
       indexing) of the Social Security Taxable Wage Bases in effect at the
       beginning of the Plan Year under Section 230 of the Social Security Act
       for each calendar year during the 35-year period ending with the last day
       of the calendar year in which the Participant attains or will attain his
       or her Social Security Retirement Age. In determining a Participant's
       Covered Compensation for a Plan Year, the Social Security Taxable Wage
       Base for the current Plan Year and any subsequent Plan Year shall be
       assumed to be the same as those in effect for the Plan Year for which the
       determination is being made. A Participant's Covered Compensation for any
       Plan Year after the 35-year period is the Participant's Covered
       Compensation for the Plan Year in which the Participant attained his or
       her Social Security Retirement Age.

       A Participant's Covered Compensation shall be automatically adjusted for
       each Plan Year in accordance with these rules.

1.12   "EFFECTIVE DATE" means January 1, 1997 for this restated Plan. The
       original Effective Date of the Plan is January 1, 1985.

1.13   "ELIGIBLE EMPLOYEE" means any person who is an Employee of the Employer
       and who is paid on a salaried basis, including any officer or director
       engaged in a capacity other than solely as a director. The term
       "Employee" shall not include any person employed by the Employer who is
       covered under a collective bargaining agreement which does not provide

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       for this Plan, or any Employee who is a leased employee within the
       meaning of Section 414(n)(2) of the Code.

1.14   "EMPLOYEE" means any person currently employed by the Employer or an
       Affiliated Employer. The term Employee also includes any leased employees
       of the Employer or an Affiliated Employer within the meaning of Section
       414(n)(2) of the Code to the extent such employees are deemed to be
       "Employees" in accordance with the provisions of Section 16.04.

1.15   "EMPLOYER" means Watts Industries, Inc., or any successor thereto, and
       any other entity now or hereafter affiliated with Watts Industries, Inc.
       which adopts this Plan by vote of its Board and with the consent of Watts
       Industries, Inc. The term "Employer" also includes all of the foregoing
       as the context may require. As of January 1, 1997, the following
       Affiliated Employers have adopted the Plan and are therefore considered
       to be an Employer: Watts Regulator Company, Spence Engineering Co., Inc.,
       KF Industries, Inc., Leslie Controls, Inc., Rudolph Labranche, Inc.,
       Watts Automatic Control Valve Company, Inc., Circle Seal Controls, Inc.,
       Contromatics, Inc., Nicholson Steam Trap, Inc., KF Sales Corp.,
       Anderson-Barrows Metal Corporation and Webster Valve, Inc. Effective
       January 1, 1998, the term "Employer" includes Ames Company, Inc.
       Effective October 18, 1999, Industrial Products Division, KF Industries,
       Inc. (including Eagle Value), Circle Seal Controls, Inc., (including
       Aerodyne Controls Corporation, Consolidated Precision Corp., Keane
       Controls Corporation, Atkomatic Valve Company), Leslie Controls,
       Contromatics, Inc. and Spence/Nicholson Engineering Company, Inc. are no
       longer considered to be an Employer due to their spin-off to CIRCOR
       International, Inc. Effective January 1, 2001, the term "Employer"
       includes McCraney (dba "Spacemaker") and Watts Radiant, Inc. (formerly
       called Watts Heatway, Inc.). Effective January 1, 2002, the term
       "Employer" includes Premier Manufactured Systems, Inc.

1.16   "ERISA" means the Employee Retirement Income Security Act of 1974, as
       amended from time to time. Reference to a specific provision of ERISA
       shall include such provision, any valid regulation or filing promulgated
       thereunder, and any provision of future law that amends, supplements, or
       supersedes such provision.

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1.17   "FIDUCIARY" means the Employer, the Committee, the Trustee, and/or other
       parties named as Fiduciaries pursuant to Section 10.1, but only with
       respect to the specific responsibilities of each for Plan and Trust
       administration, as described in Article 10.

1.18   "FINAL AVERAGE COMPENSATION" means the average of the Employee's
       Compensation for the sixty (60) consecutive months during the last one
       hundred and twenty (120) months of his Service prior to his Normal
       Retirement Date (as defined in Section 4.01) for which he received the
       highest total Compensation. If a Participant has not completed at least
       sixty (60) months of Service with the Employer, his Final Average
       Compensation shall be the average of his Compensation during his period
       of Service with the Employer.

1.19   "HIGHLY COMPENSATED EMPLOYEE" means any active Employee who performed
       services for the Employer or an Affiliated Employer during the
       Determination Year and who:

       (a)    was a 5% owner (within the meaning of Section 416(i)(l)(B)(i) of
              the Code at any time during the Determination Year or the
              Look-Back Year; or

       (b)    received compensation from the Employer or an Affiliated Employer
              in excess of $80,000 (as adjusted pursuant to 415(d) of the Code)
              during the Look-Back Year, and was among the to 20% of Employees
              when ranked on the basis of compensation paid during the Look-Back
              Year.

       The term Highly Compensated Employee shall also include any former Highly
       Compensated Employee who terminated employment with the Employer or an
       Affiliated Employer prior to the Determination Year, performs no services
       for the Employer or an Affiliated Employer during the Determination Year,
       and was a Highly Compensated Employee in either his or her year of
       termination of employment or in any Determination Year ending on or after
       his attainment of age 55.

       For purposes of determining an Employee's compensation under this Section
       1.20, compensation shall mean the "Employee's Section 415 compensation"
       (as defined in Section 5.04(c)) reportable on Form W-2, plus all
       contributions made on behalf of the Employee by the Employer or an
       Affiliated Employer pursuant to a salary deferral agreement maintained by
       the Employer or an Affiliated Employer under any cash or deferred
       arrangement described in Section 401(k) of the Code or any salary
       reduction

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       agreement pursuant to a cafeteria plan established under Section 125 of
       the Code by the Employer or Affiliated Employer, and effective January 1,
       2001, any amounts deferred under Section 132(f)(4) of the Code.

       For purposes of this Section, the "Look-Back Year" means the period of
       the twelve consecutive months immediately preceding the Determination
       Year. Also for purposes of this Section, "Determination Year" means the
       Plan Year that is being tested for purposes of determining if an Employee
       is a Highly Compensated Employee.

1.20   "LIMITATION YEAR" means the calendar year.

1.21   "MAXIMUM OFFSET ALLOWANCE" means at Social Security Retirement Age, (i),
       (ii), or (iii) below, whichever is applicable, (i) if a Participant's
       Social Security Retirement Age is 65, .0075 of his Social Security
       Compensation; (ii) if a Participant's Social Security Retirement Age is
       66, .0068 of his Social Security Compensation; or (iii) if a
       Participant's Social Security Retirement Age is 67 or higher, .00625 of
       his Social Security Compensation, multiplied by his years of Benefit
       Service (up to a maximum of 25 years).

       Notwithstanding the foregoing, the Maximum Offset Allowance shall not
       exceed 1/2 of the benefit determined without regard to the offset, based
       on the lessor of Social Security Compensation or Final Average
       Compensation.

1.22   "NORMAL RETIREMENT AGE" means the Participant's age on the later of: (a)
       the Participant's 65th birthday; or (b) the earlier of (i) five years of
       Service, or (ii) the fifth anniversary of the date on which the
       Participant began participation in the Plan, except with respect to a
       Participant who on December 31, 1991 was participating in the Spence Plan
       or who on October 1, 1993 was participating in the Henry Pratt Plan, the
       term "Normal Retirement Age" means the Participant's 65th birthday.

1.23   "PARTICIPANT" means any Employee who has satisfied the eligibility
       requirements for participation in the Plan as set forth in Article 3 and
       is a Participant hereof.

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1.24   "PLAN" means the Watts Industries, Inc. Retirement Plan for Salaried
       Employees as described in this instrument and as it may be amended
       hereafter. Effective January 1, 2002, the name of the Plan was changed to
       Watts Industries, Inc. Pension Plan.

1.25   "PLAN ADMINISTRATOR" means the Committee, notwithstanding the fact that
       certain administrative functions under or with respect to this Plan may
       have been delegated to any other person, persons, or entity.

1.26   "PLAN YEAR" means the twelve-month period beginning on January 1 and
       ending on the following December 31.

1.27   "PRIOR PLAN" means each or both, as the context may require, of the
       following: (a) the Retirement Plan for Salaried Employees of the Watts
       Regulator Co., and (b) the Retirement Plan for Employees of the Webster
       Foundry Division.

1.28   "RETIRED PARTICIPANT" means a former Participant who has retired under
       the terms of the Plan and who has become eligible to receive benefits
       under the Plan.

1.29   "SOCIAL SECURITY BENEFIT" means the primary insurance benefit payable
       annually to an Employee under Title II of the Social Security Act as in
       effect on the date he terminates his employment or on his Normal
       Retirement Date (as defined in Section 4.01), if earlier, computed
       without regard to any reduction or loss of benefits which may result due
       to other income, delay in making application or any other reason;
       provided, however, that in the case of an Employee who terminates his
       employment prior to his attainment of age sixty-five, his Social Security
       Benefit shall be computed in accordance with the following provisions:

       (a)    If such Employee has satisfied the eligibility requirements for
              Early Retirement under Section 4.02 prior to his termination, his
              Social Security Benefit will be based on the assumption that he
              received no further compensation from his termination date until
              he reached age sixty-five;

       (b)    If such Employee has not satisfied the requirements for Early
              Retirement under Section 4.02 prior to his termination, his Social
              Security Benefit will be based on the assumption that he remained
              in the Service of the Employer until he reached age

                                      - 8 -
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              sixty-five and that he continued to receive the same rate of
              compensation from the Employer as in effect on his termination
              date until he reached age sixty-five.

       The income used for purposes of computing a Participant's Social Security
       Benefit will be the portion of his annual Compensation which is treated
       as wages for purposes of the Social Security Act. The Participant's
       income earned prior to his first full year of employment as an Employee
       will be estimated by applying a 6% salary scale projected backwards from
       his first full year of employment with the Employer.

       In the event the Participant furnishes the Committee with documentation
       from the Social Security Administration of his actual salary history on a
       year-by-year basis, the Participant's Social Security Benefit will be
       adjusted accordingly. The Participant must make application to the Social
       Security Administration for such information during a reasonable period
       of time, but not longer than six (6) months after the later of (i) the
       date the Participant ceases working for the Company, and (ii) the date
       the Participant is notified of his benefit under this Plan. If a
       Participant's benefit is adjusted in accordance with this Section 1.30,
       the adjusted benefit will commence after the date the Participant
       furnishes to the Committee documentation of his actual salary history.

1.30   "SOCIAL SECURITY COMPENSATION" means the lesser of the Participant's
       Covered Compensation or the average of the Participant's Compensation in
       the three year period ending with the Plan Year of termination or
       retirement. In determining a Participant's Compensation for any such
       year, earnings in excess of the Social Security Taxable Wage Base in
       effect for each year shall be disregarded.

1.31   "SOCIAL SECURITY RETIREMENT AGE" means:

       (a)    for persons born prior to 1938, age 65;
       (b)    for persons born in 1938 or later but prior to 1955, age 66; and
       (c)    for persons born in 1955 or later, age 67.

1.32   "SOCIAL SECURITY TAXABLE WAGE BASE" means the contribution and benefit
       limit in effect under Section 230 of the Social Security Act on the first
       day of the Plan Year.

1.33   "SPONSORING EMPLOYER" means Watts Industries, Inc. or any successor
       thereto.

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1.34   "TERMINATED PARTICIPANT" means a former Participant who has ceased to be
       an Employee prior to his Normal Retirement Date (as defined in Section
       4.01) for any reason other than death or retirement in accordance with
       the terms of the Plan.

1.35   "TRUST" means the agreement between the Employer and the Trustee which
       constitutes part of this Plan, or any other Trust created by agreement
       between the Employer and a Trustee named therein which shall also
       constitute a part of this Plan, as the same may be amended from time to
       time.

1.36   "TRUST FUND" or "TRUST" means the Watts Industries, Inc. Master Trust,
       maintained in accordance with the terms of the agreement under which the
       Trust was established, as it may be amended from time to time.

1.37   "TRUSTEE" means the person, persons, or entity named as Trustee, or any
       successor to that office.

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                               ARTICLE 2 - SERVICE

2.01   SERVICE PRIOR TO JANUARY 1, 1985

       With respect to employment prior to January 1, 1985, Service shall mean
       "Service" as defined under the Prior Plans.

2.02   CREDITING OF SERVICE ON OR AFTER JANUARY 1, 1985

       An Employee must accumulate at least 1,000 Hours of Service during a
       12-month computation period in order to be credited with a year of
       Service. The 12-month computation period for purposes of determining a
       year of Service for vesting under Section 6.02 is the Plan Year. The
       12-month computation period for purposes of determining a Year of service
       for eligibility under Section 3.01 is the 12-month period beginning when
       the Employee first performs an Hour of Service and the subsequent
       computation periods shall be the Plan Year beginning with the Plan Year
       that includes the first anniversary of the date the Participant first
       performs an Hour of Service. The 12-month computation period for purposes
       of determining a year of Service for Benefit Service purposes as set
       forth in Section 2.05 is the Plan Year. During any computation period
       during which an Employee's Hours of Service cannot be determined, the
       Employee shall be credited with 190 Hours of Service for each month
       during such period in which he or she completes one Hour of Service.

       Notwithstanding any other provision of this Section 2, Service with the
       entities listed in Section 3.01(b) shall be taken into account for
       eligibility and vesting purposes.

2.021  BREAK IN SERVICE DEFINED ON AND AFTER JANUARY 1, 1985

       Service shall be considered broken by the following, provided that
       Service will not be broken during any Plan Year in which an Employee
       completes more than 500 Hours of Service:

       (a)    voluntary quit;

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       (b)    discharge;

       (c)    illness or injury in excess of one year;

       (d)    layoff in excess of one year;

       (e)    authorized leave of absence in excess of one year;

       (f)    failure to return to the Service of the Employer upon the
              expiration of an authorized leave of absence; or within the period
              of time entitling an Employee to reemployment rights after
              discharge from the Armed Forces of the United States of America.

       For purposes of the Plan, a one year Break in Service shall be deemed to
       have occurred at the end of any Plan Year in which an Employee fails to
       accumulate more than 500 Hours of Service.

2.022  RECREDITING OF SERVICE UPON REEMPLOYMENT

       If a Participant incurs a Break-in-Service and is subsequently reemployed
       and he thereafter meets the definition of Eligible Employee and completes
       one year of Service, as provided in Section 3.03, his prior Service shall
       be reinstated as of his date of reemployment.

2.03   HOUR OF SERVICE DEFINED

       Hour of Service means:

       (a)    Each hour for which an Employee is directly or indirectly paid or
              entitled to payment for the performance of duties for the Employer
              or an Affiliated Employer, such hours to be credited to the
              computation period in which the duties are performed;

       (b)    Each hour for which an Employee is directly or indirectly paid or
              entitled to payment on account of a period of time during which no
              duties are performed for the Employer or an Affiliated Employer
              (irrespective of whether the employment

                                     - 12 -
<Page>

              relationship has terminated) due to vacation, holiday, illness,
              incapacity (including disability), lay-off, jury duty, military
              duty or leave of absence (but excluding any payments made or due
              under a plan maintained solely for the purpose of complying with
              workmen's compensation, unemployment compensation, or disability
              insurance laws); provided, however, that no more than 501 hours
              shall be credited to an Employee under this paragraph (b) on
              account of any single continuous period of absence;

       (c)    Each hour, not credited under (a) or (b) above during any absence
              listed in Section 2.02, which does not break his Service, provided
              that the Employee retires or returns to the employ of the Employer
              or an Affiliated Employer upon the expiration of such absence;

       (d)    Each hour not counted under paragraphs (a), (b), or (c) above for
              which back pay, irrespective of mitigation of damages, is awarded
              or agreed to by the Employer or an Affiliated Employer; such hours
              to be credited under the computation period to which the back pay
              award or agreement is applicable;

       (e)    Hours credited under paragraphs (b) and (c) above shall be
              computed on the basis of the number of hours for which the
              Employee would have been compensated if he had continued to work
              his regular work schedule during his period of absence; provided,
              however, that in the case of hours credited under paragraph (b),
              such number of hours shall not be less than the number of hours
              the Employee would receive if such computation had been made in
              accordance with the provisions of Section 2530.200b-2(b) and (c)
              of the Labor Department Regulations which are incorporated herein
              by reference.

       (f)    Solely for purposes of determining whether a Break-in-Service has
              occurred with respect to Section 2.021, each non-compensated hour
              during a period of absence from the Employer (i) by reason of the
              Employee's pregnancy, (ii) by reason of the birth of the
              Employee's child, (iii) by reason of the placement of a child with
              the Employee in connection with the adoption of such child by the
              Employee, or (iv) for purposes of caring for such child for a
              period beginning immediately following such birth or placement
              shall be credited to the Employee. For purposes of this subsection
              (f) the following special rules will apply:

                                     - 13 -
<Page>

              (i)     any Hour of Service credited hereunder with respect to an
                      absence shall be credited (A) only in the Plan Year in
                      which the absence begins, if the Employee would be
                      prevented from incurring a Break-in-Service in such year
                      solely because of Hours of Service credited hereunder for
                      such absence, or (B) in any other case in the immediately
                      following Plan Year;

              (ii)    no Hours of Service shall be credited hereunder unless the
                      Employee furnishes the Committee with such information as
                      the Committee may reasonably require (in such form and at
                      such time as the Committee may reasonably require)
                      establishing (A) that the absence from work is an absence
                      described hereunder, and (B) the number of days for which
                      the absence lasted;

              (iii)   in no event shall more than 501 Hours of Service be
                      credited to an Employee hereunder for any absence by
                      reason of any one pregnancy or the placement of any one
                      child.

              Hours of Service to be credited to an individual during an absence
              described in this Section 2.03(f) above will be determined by the
              Committee with reference to the individual's most recent normal
              work schedule; provided that if the Committee cannot so determine
              the number of Hours to be credited, there shall instead be
              credited eight (8) Hours of Service for each day of absence.

2.04   BENEFIT SERVICE

       With respect to employment prior to January 1, 1985, Benefit Service
       shall mean "Benefit Service" as defined in the Prior Plans.

       With respect to employment on and after January 1, 1985, Benefit Service,
       for purposes of determining a Participant's benefit under the Plan means
       his years of Service earned as an Eligible Employee excluding any service
       prior to such Eligible Employee's twenty first birthday. For purposes of
       this Section 2.05, a year of Service is any Plan Year in which the
       Participant is credited with 1000 Hours of Service. During any
       computation period in which an Eligible Employee's Hours of Service
       cannot be determined, the

                                     - 14 -
<Page>

       Eligible Employee shall be credited with 190 Hours of Service for each
       month during such period in which he or she completes one Hour of
       Service.

       However, if an Eligible Employee does not have 1,000 Hours of Service in
       a Plan Year because he or she enters or, following a Break in Service,
       re-enters employment with the Employer after the first day of a Plan Year
       or terminates his or her employment or retires prior to the end of a Plan
       Year, he or she shall be deemed to have accrued a partial year of service
       for such Plan Year equal to the ratio that his or her credited Hours of
       Service for such Plan Year bears to 1,000.

2.05   VETERAN'S BENEFITS

       Notwithstanding any provision of this Plan to the contrary,
       contributions, benefits and service credit with respect to qualified
       military service will be provided in accordance with Section 414(u) of
       the Internal Revenue Code.

                                     - 15 -
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                            ARTICLE 3 - PARTICIPATION

3.01   PARTICIPATION REQUIREMENTS

       (a)    Subject to the provisions of paragraph (b) below:

              Any Eligible Employee who was a Participant on December 31, 1996
              shall continue to participate in the Plan as of January 1, 1997 in
              accordance with the provisions of this restated Plan.

              Any other Eligible Employee shall become a Participant on the
              first day of the month coinciding with or next following the date
              on which he has both attained age 21 and completed at least one
              year of Service, provided he is then an Eligible Employee.

       (b)    Notwithstanding any provision in the Plan to the contrary, the
              following provisions shall apply:

              (i)     Effective January 1, 1987, a nonunion employee of James
                      Jones Company on or after December 19, 1986 shall be
                      eligible to join the Plan on the first day of the month
                      coinciding with or next following the date on which he
                      attains age 21 and completes one year of Service. Subject
                      to the rules of the Plan, service with James Jones Company
                      from the later of December 31, 1969 or date of hire by
                      James Jones Company and prior to January 1, 1987 shall be
                      recognized for vesting and eligibility purposes. Service
                      for benefit accrual purposes shall begin on or after
                      January 1, 1987 and shall end on the earlier of September
                      4, 1996 or the date a Participant terminates his Service.

              (ii)    Effective January 1, 1989, an Eligible Employee of KF
                      Industries, Inc., Leslie Controls, Inc., Rudolph
                      LaBranche, Inc., or Watts Automatic Control Valve Company,
                      Inc. shall be eligible to join the Plan on the first day
                      of the month coinciding with or next following the date on
                      which he attains age 21 and completes one year of Service.
                      Subject to the rules of the Plan, service with KF
                      Industries, Inc., Leslie Controls, Inc., Rudolph
                      LaBranche, Inc., or

                                     - 16 -
<Page>

                      Watts Automatic Control Valve Company, Inc. prior to
                      January 1, 1989 shall be recognized for vesting and
                      eligibility purposes. Service for benefit accrual purposes
                      shall begin on or after January 1, 1989. Service with KF
                      Industries, Inc. and Leslie Controls, Inc. for all
                      purposes shall not be taken into account after October 18,
                      1999.

              (iii)   Effective July 19, 1990, an Eligible Employee of Nicholson
                      Steam Trap, Inc. shall be eligible to join the Plan on the
                      first day of the month coinciding with or next following
                      the date on which he attains age 21 and completes one year
                      of Service. Subject to the rules of Article II of the
                      Plan, service with Nicholson Steam Trap, Inc. prior to
                      July 19, 1990 shall be recognized for vesting and
                      eligibility purposes. Service for benefit accrual purposes
                      shall begin on or after July 19, 1990. Service with
                      Nicholson Steam Trap, Inc. for all purposes shall not be
                      taken into account after October 18, 1999.

              (iv)    Effective September 7, 1990, an Eligible Employee of
                      Circle Seal Controls, Inc. shall be eligible to join the
                      Plan on the first day of the month coinciding with or next
                      following the date on which he attains age 21 and
                      completes one year of Service. Subject to the rules of the
                      Plan, service with Circle Seal Controls, Inc. prior to
                      September 7, 1990 shall be recognized for vesting and
                      eligibility purposes. Service for benefit accrual purposes
                      shall begin on or after September 7, 1990. Service with
                      Circle Seals Controls, Inc. for all purposes shall not be
                      taken into account after October 18, 1999.

              (v)     Effective January 1, 1991, an Eligible Employee of
                      Industrial Products Division shall be eligible to join the
                      Plan on the first day of the month coinciding with or next
                      following the date on which he attains age 21 and
                      completes one year of Service. Subject to the rules of the
                      Plan, service with Industrial Products Division prior to
                      January 1, 1991 shall be recognized for all purposes.
                      Service with Industrial Products Division for all purposes
                      shall not be taken into account after October 18, 1999.

              (vi)    Effective January 1, 1991, an Eligible Employee of Eagle
                      Valve shall be eligible to join the Plan on the first day
                      of the month coinciding with or next following the date on
                      which he attains age 21 and completes one year of

                                     - 17 -
<Page>

                      Service. Subject to the rules of the Plan, service with
                      Eagle Valve prior to January 1, 1991 shall be recognized
                      for vesting and eligibility purposes. Service for benefit
                      accrual purposes shall begin on or after January 1, 1991.
                      Service with Eagle Valve for all purposes shall not be
                      taken into account after October 18, 1999.

              (vii)   Effective December 31, 1991, an Eligible Employee of
                      Spence Engineering Company, Inc. shall be eligible to join
                      the Plan on the first day of the month coinciding with or
                      next following the date on which he attains age 21 and
                      completes one year of Service. Subject to the rules of the
                      Plan, service with of Spence Engineering Company, Inc.
                      prior to January 1, 1992 shall be recognized for all
                      purposes. Service for benefit accrual purposes shall begin
                      on or after January 1, 1992. Service with of Spence
                      Engineering Company, Inc. for all purposes shall not be
                      taken into account after October 18, 1999.

              (viii)  Effective January 1, 1993, an Eligible Employee of
                      Contromatics, Inc. shall be eligible to join the Plan on
                      the first day of the month coinciding with or next
                      following the date on which he attains age 21 and
                      completes one year of Service. Subject to the rules of the
                      Plan, service with Contromatics, Inc. prior to January 1,
                      1993 shall be recognized for vesting and eligibility
                      purposes. Service for benefit accrual purposes shall begin
                      on or after January 1, 1993. Service with Contromatics,
                      Inc. for all purposes shall not be taken into account for
                      October 18, 1999.

              (ix)    Effective October 1, 1993 an Eligible Employee of Henry
                      Pratt Company shall be eligible to join the Plan on the
                      first day of the month coinciding with or next following
                      the date on which he attains age 21 and completes one year
                      of Service. Subject to the rules of the Plan, service with
                      Henry Pratt Company prior to October 1, 1993 shall be
                      recognized for vesting and eligibility purposes. Service
                      for benefit accrual purposes shall begin on or after
                      October 1, 1993 and shall end on the earlier of September
                      4, 1996 or the date a Participant terminates his Service.

              (x)     Effective August 31, 1995, a salaried employee of Keane
                      Controls Corporation who became an employee of Circle Seal
                      Controls, Inc. shall

                                     - 18 -
<Page>

                      become an Eligible Employee for purposes of the Plan and
                      shall become a Participant in the Plan as of the later of
                      August 31, 1995 or the date such Eligible Employee meets
                      the requirements of Section 3.01(a). An Eligible
                      Employee's service with Keane Controls Corporation, prior
                      to its acquisition by the Employer, shall be taken into
                      account for eligibility and vesting purposes. However,
                      such Eligible Employee's Benefit Service shall be taken
                      into account only with regard to service with the Employer
                      commencing August 31, 1995. Service with Keane Controls
                      Corporation for all purposes shall not be taken into
                      account after October 18, 1999.

              (xi)    Effective January 1, 1996 an Eligible Employee of
                      Anderson-Barrows Metal Corporation shall be eligible to
                      join the Plan on the first day of the month coinciding
                      with or next following the date on which he attains age 21
                      and completes one year of Service. Subject to the rules of
                      the Plan, service with Anderson-Barrows Metal Corporation
                      prior to January 1, 1996 shall be recognized for vesting
                      and eligibility purposes. Service for benefit accrual
                      purposes shall begin on or after January 1, 1996.

              (xii)   Effective January 1, 1997, an employee of Consolidated
                      Precision Corp. who became an employee of Circle Seals
                      Controls shall become an Eligible Employee for purposes of
                      the Plan and shall become a Participant in the Plan as of
                      the later of January 1, 1997 or the date the Eligible
                      Employee meets the requirements of Section 3.01(a). An
                      Eligible Employee's service with Consolidated Precision
                      Corp. prior to its acquisition by the Employer shall be
                      taken into account for eligibility and vesting purposes.
                      However, such Eligible Employee's Benefit Service shall be
                      taken into account only with regard to service with the
                      Employer commencing January 1, 1997. Service with
                      Consolidated Precision Corp. for all purposes shall not be
                      taken into account after October 18, 1999.

              (xiii)  Effective January 1, 1998, a salaried employee of Ames
                      Company, Inc. shall become an Eligible Employee under this
                      Plan and shall become a Participant in the Plan as of the
                      later of January 1, 1998 or the date the Eligible Employee
                      meets the requirements of Section 3.01(a). Such Eligible
                      Employee's service with Ames Company, Inc. prior to its

                                     - 19 -
<Page>

                      acquisition by the Employer shall be taken into account
                      for eligibility and vesting. However, such Eligible
                      Employee's Benefit Service shall be taken into account
                      only with regard to service with the Employer commencing
                      January 1, 1998.

              (xiv)   Effective March 17, 1998, a salaried employee of Atkomatic
                      Valve Company who became an employee of Circle Seal
                      Controls, Inc. shall become an Eligible Employee for
                      purposes of the Plan and shall become a Participant in the
                      Plan as of the later of March 17, 1998 or the date the
                      Eligible Employee meets the requirements of Section
                      3.01(a). An Eligible Employee's service with Atkomatic
                      Valve Company, prior to its acquisition by the Employer,
                      shall be taken into account for eligibility and vesting.
                      However, such Eligible Employee's .Benefit Service shall
                      be taken into account only with regard to service with the
                      Employer commencing March 17, 1998. Service with Atkomatic
                      Valve Company for all purposes shall not be taken into
                      account after October 18, 1999.

              (xv)    Effective April 1, 1998, a salaried employee of Aerodyne
                      Controls Corporation who became an Eligible Employee of
                      Circle Seal Corporation on January 5, 1998 shall be
                      eligible to participate in the Plan on the first day of
                      the month coinciding with or next following the date he
                      attains age 21 and completes one year of Service. Service
                      with Aerodyne Controls Corporation prior to January 5,
                      1998 shall be taken into account for eligibility and
                      vesting purposes. However, such Eligible Employee's
                      Benefit Service shall be taken into account only with
                      regard to service with the Employer commencing April 1,
                      1998. Service with Aerodyne Controls Corporation for all
                      purposes shall not be taken into account after October 18,
                      1999.

              (xvi)   Effective January 1, 2001, a salaried employee of
                      McCraney, Inc. (dba "Spacemaker") or Watts Heatway, Inc.
                      (now called Watts Radiant, Inc.) shall become an Eligible
                      Employee under this Plan and shall become a Participant in
                      the Plan as of the later of January 1, 2001 or the date
                      the Eligible Employee meets the requirements of Section
                      3.01(a). Such Eligible Employee's service with of
                      McCraney, Inc. (dba "Spacemaker")

                                     - 20 -
<Page>

                      or Watts Heatway, Inc. (now called Watts Radiant, Inc.)
                      prior to its acquisition by the Employer shall be taken
                      into account for eligibility and vesting. However, such
                      Eligible Employee's Benefit Service shall be taken into
                      account only with regard to service with the Employer
                      commencing January 1, 2001.

              (xvii)  Effective November 1, 2001, a salaried employee of Powers
                      Process Controls Division of Marks Controls Corporation
                      (PPC) shall become an Eligible Employee under this Plan
                      and shall become a Participant in the Plan as of the later
                      of November 1, 2001 or the date the Eligible Employee
                      meets the requirements of Section 3.01(a). Such Eligible
                      Employee's service with PPC prior to its acquisition by
                      the Employer shall be taken into account for eligibility
                      and vesting. However, such Eligible Employee's Benefit
                      Service shall be taken into account only with regard to
                      service with the Employer commencing November 1, 2001.

              (xviii) Effective January 1, 2002, a salaried employee of Premier
                      Manufactured Systems, Inc. shall become an Eligible
                      Employee under this Plan and shall become a Participant in
                      the Plan as of the later of January 1, 2002 or the date
                      the Eligible Employee meets the requirements of Section
                      3.01(a). Such Eligible Employee's service with of Premier
                      Manufactured Systems, Inc. prior to its acquisition by the
                      Employer shall be taken into account for eligibility and
                      vesting. However, such Eligible Employee's Benefit Service
                      shall be taken into account only with regard to service
                      with the Employer commencing January 1, 2002.

3.02   PARTICIPATION UPON REEMPLOYMENT

       (a)    Subject to the provisions of paragraph (b) below, each Participant
              who is reemployed following a Break in Service pursuant to Section
              2.021 shall participate again as of his reemployment date provided
              he has met the requirements of Section 2.022.

       (b)    For participants who participated in the Spence Plan on December
              31, 1991

                                     - 21 -
<Page>

              (i)    Reemployment of Terminated Participant who is Vested in
                     Retirement Benefit.

                     a.     In the event of the reemployment of a Terminated
                            Participant who has met the requirements for a
                            Vested Benefit under Section 6.02(a), such
                            Terminated Participant shall be entitled to
                            participate in the Plan immediately upon
                            reemployment.

                     b.     If such Terminated Participant has not received a
                            refund of the balance in his Accumulated
                            Contributions Account, his Benefit Service before
                            his termination of employment will be fully restored
                            and combined with his subsequent Benefit Service to
                            calculate his benefit under the Plan upon his
                            subsequent retirement or other termination of
                            employment.

                     c.     If such Terminated Participant has received a refund
                            of the balance in his Accumulated Contribution
                            Account, he may repay such amount to the Employer
                            pursuant to the requirements set forth in
                            subparagraph (iii) below. If he repays such amount,
                            his Benefit Service before his termination of
                            employment will be fully restored and combined with
                            his subsequent Benefit Service to calculate his
                            benefit under the Plan upon his subsequent
                            retirement or other termination of employment. If he
                            does not repay such amount, upon his subsequent
                            retirement or other termination of employment he
                            shall be entitled to receive a benefit equal to the
                            benefit provided in Section 5.03 as of his initial
                            termination date plus a benefit calculated using the
                            Benefit Service credited to him from the date of
                            reemployment to his subsequent retirement or other
                            termination of employment.

              (ii)   Reemployment of Terminated Participant who is Not Vested in
                     Retirement Benefit.

                     a.     In the event of the reemployment of a Terminated
                            Participant who has not incurred a Break in Service,
                            but who has not met the

                                     - 22 -
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                            requirements for a Vested Benefit under Section
                            6.02(a), such Terminated Participant shall be
                            entitled to participate in the Plan immediately upon
                            his reemployment.

                            (1)    If such Terminated Participant has not
                                   received a refund of the balance in his
                                   Accumulated Contribution Account, his Benefit
                                   Service before his termination of employment
                                   will be combined with his subsequent Benefit
                                   Service to calculate his benefit under the
                                   Plan upon his subsequent retirement or other
                                   termination of employment.

                            (2)    If such Terminated Participant has received a
                                   refund of the balance in his Accumulated
                                   Contribution Account, he may repay such
                                   amount to the Employer pursuant to the
                                   requirements set forth in subparagraph (iii)
                                   below. If he repays such amount, his Benefit
                                   Service before his termination of employment
                                   will be combined with his subsequent Benefit
                                   Service to calculate his benefit under the
                                   Plan upon his subsequent retirement or other
                                   termination of employment. If such Terminated
                                   Participant does not repay such amount, upon
                                   his subsequent retirement or other
                                   termination of employment he shall be
                                   entitled to a benefit calculated using the
                                   Benefit Service credited to him from the date
                                   of reemployment to his subsequent retirement
                                   or other termination of employment. If such
                                   Terminated Participant does not repay such
                                   amount, upon his subsequent retirement or
                                   other termination of employment his benefit
                                   shall be calculated using Benefit Service as
                                   defined in Section 2.05 provided, however,
                                   that Benefit Service prior to January 1, 1987
                                   shall not be included.

              (iii)  REPAYMENT - A Terminated Participant who has received a
                     refund of the balance in his Accumulated Contribution
                     Account and who has subsequently resumed employment prior
                     to incurring five consecutive one-year Breaks in Service
                     may repay to the Employer for credit to the Fund the

                                     - 23 -
<Page>

                     full amount of such cash settlement with interest
                     compounded annually at the rate of 5% per annum (or such
                     other rate as may be prescribed by the Secretary of the
                     Treasury) from the date as of which such cash settlement
                     was determined to the date of repayment. Repayment must be
                     made prior to the occurrence of the earlier of five
                     consecutive one-year Breaks in Service, or five years after
                     the date of reemployment.

                                     - 24 -
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                          ARTICLE 4 - RETIREMENT DATES

4.01   NORMAL RETIREMENT DATE

       The Normal Retirement Date of a Participant shall be the first day of the
       month coinciding with or next following his Normal Retirement Age.

4.02   EARLY RETIREMENT DATE

       Except as provided below, a Participant who has reached his fifth-fifth
       birthday and who has completed at least ten years of Service may elect
       upon written notice to the Committee on an Early Retirement Date which
       may be the first day of any month subsequent to the date of such election
       and prior to his Normal Retirement Date.

       Notwithstanding the foregoing, in the case of a Participant who was hired
       prior to January 1, 1992 (excluding a former participant of the Spence
       Plan or the Henry Pratt Plan) who has reached his fifty-fifth birthday
       and who has completed at least five years of Service may elect upon
       written notice to the Committee an Early Retirement Date which may be the
       first day of any month subsequent to the date of such election and prior
       to his Normal Retirement Date.

4.03   DEFERRED RETIREMENT DATE

       If a Participant remains in the Service of the Employer or an Affiliated
       Employer after his Normal Retirement Date, his Deferred Retirement Date
       shall be the first day of the month which coincides with or next follows
       the date of his actual retirement.

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                         ARTICLE 5 - RETIREMENT BENEFITS

5.01   FORM OF NORMAL RETIREMENT BENEFIT

       Except as provided in Section 5.02, a Participant's Normal Retirement
       Benefit under the Plan shall be an annuity for life, payable monthly,
       commencing on the Participant's Normal Retirement Date (as defined in
       Section 4.01) and terminating with the monthly payment preceding his
       death.

5.02   SPOUSE JOINT AND SURVIVOR ANNUITY

       In lieu of the life annuity payable under Section 5.01, a Participant who
       is married on his benefit commencement date shall receive his retirement
       benefit in the form of a Spouse Joint and Survivor Annuity as described
       in Section 5.021, provided he has not made an election under Section
       5.022 to have his benefit paid under the life annuity form described in
       Section 5.01 or under an optional form described in Section 5.051 or
       Article 8.

5.021  AMOUNT OF SPOUSE JOINT AND SURVIVOR ANNUITY

       The Spouse Joint and Survivor Annuity shall be a reduced amount payable
       to a Participant for his lifetime with provision for continuation of 50%
       of such reduced amount to the Participant's spouse for the duration of
       the spouse's lifetime after the death of the Participant

       All such amounts shall be the Actuarial Equivalent of the benefits set
       forth hereafter in this Article 5 which are payable on a single life
       basis.

5.022  ELECTION OUT OF SPOUSE JOINT AND SURVIVOR ANNUITY

       A married Participant may elect, pursuant to Section 5.024, not to
       receive his benefit in the form of the Spouse Joint and Survivor Annuity
       by delivering to the Committee, during the election period described
       below, his written election to have his benefits paid under the form
       described in Section 5.01 or under an optional form described in Section
       5.051 or Article 8. The election period with respect to the life annuity
       form described in Section 5.01 and the Spouse Joint and Survivor Annuity
       shall be a ninety (90) day period ending on the

                                     - 26 -
<Page>

       Participant's benefit commencement date. The Participant may revoke such
       election by filing a written revocation with the Committee at any time
       during such election period. The election by a married Participant of an
       optional form described under Section 5.051 or Article 8 shall be made in
       accordance with the provisions of Section 5.024, and Section 5.051 or
       Article 8, whichever is applicable.

5.023  INFORMATION FURNISHED TO PARTICIPANT

       No fewer than 30 days and no more than 90 days before a Participant's
       benefit commencement date, the Committee shall furnish each Participant
       with general information on the Spouse Joint and Survivor Annuity. Such
       general information shall be in writing and shall include:

       (a)    The terms and conditions of the Spouse Joint and Survivor Annuity:

       (b)    The Participant's right to elect, and the effect of electing, to
              waive the Spouse Joint and Survivor Annuity;

       (c)    The rights of the spouse;

       (d)    The right to revoke, and the effect of revoking, an election to
              waive the Spouse Joint and Survivor Annuity;

       (e)    The eligibility conditions and material features of the optional
              forms of payment available under the Plan;

       (f)    The relative values of the optional forms of payment available
              under the Plan; and

       (g)    Such other information as may be required under applicable
              regulations.

       The Committee shall also furnish the Participant, upon his written
       request made within sixty (60) days following the date he is furnished
       such general information, additional information explaining the financial
       effect upon his pension (in terms of dollars per pension payment) of
       making such election. Such additional information shall be furnished to
       the

                                     - 27 -
<Page>

       Participant within thirty (30) days following the date the Participant's
       written request is received by the Committee.

       The notice described above is not required if the Actuarial Equivalent
       value of the Participant's nonforfeitable accrued benefit is less than or
       equal to $3,500 ($5,000 commencing October 1, 2001) on the Participant's
       benefit commencement date.

       The benefit commencement date for a distribution in a form other than a
       Spouse Joint and Survivor Annuity may be less than 30 days after receipt
       of the written explanation described in the preceding paragraph provided:
       (a) the Participant has been provided with information that clearly
       indicates that the Participant has at least 30 days to consider whether
       to waive the Spouse Joint and Survivor Annuity and elect (with spousal
       consent) to a form of distribution other than a Spouse Joint and Survivor
       Annuity; (b) the Participant is permitted to revoke any affirmative
       distribution election at least until the benefit commencement date or, if
       later, at any time prior to the expiration of the 7-day period that
       begins the day after the explanation of the Spouse Joint and Survivor
       Annuity is provided to the Participant' and (c) the benefit commencement
       date is a date after the date the written explanation was provided to the
       Participant.

5.024  SPOUSAL CONSENT REQUIRED

       Notwithstanding anything herein to the contrary, the election by a
       married Participant of an optional form described in Article 8 or Section
       5.051 or the normal form described in Section 5.01 shall not take effect
       unless:

       (a)    his surviving spouse consents in writing to such an election, such
              election specifies the Beneficiary and the form of benefit payment
              elected by the Participant in lieu of the Spouse Joint and
              Survivor Annuity, and such consent acknowledges the effect of such
              election and is witnessed by a Plan representative or a notary
              public; or

       (b)    it is established to the satisfaction of the Committee that the
              consent required under (a) above may not be obtained because there
              is no spouse or the spouse cannot be located, or the Participant
              can show by court order that he is legally separated from his
              spouse or has been abandoned by the spouse within the meaning of
              local law, or due to other circumstances as the Secretary of the
              Treasury may prescribe.

                                     - 28 -
<Page>

           Any consent by a spouse under (a) above, or a determination by the
           Committee with respect to such spouse under (b) above, shall be
           effective only with respect to such spouse.

5.03   AMOUNT OF NORMAL RETIREMENT BENEFIT

       (a)    Subject to the provisions of Section 5.031 and 5.04, the annual
              Normal Retirement Benefit payable to a Participant who retired
              under the Plan on or after January 1, 1985 and on or after his
              Normal Retirement Date but prior to January 1, 1986 shall be an
              amount equal to forty percent (40%) of his Final Average
              Compensation less fifty percent (50%) of his Social Security
              Benefit, multiplied by a fraction (not to exceed one) the
              numerator of which is his years (and fractions thereof) of his
              Benefit Service and the denominator of which is 30.

       (b)    Subject to the provisions of Section 5.031 and 5.04, the annual
              Normal Retirement Benefit payable to a Participant who retired
              under the Plan on or after January 1, 1986 and on or after his
              Normal Retirement Date but prior to January 1, 1989 shall be an
              amount equal to forty-five percent (45%) of his Final Average
              Compensation less fifty percent (50%) of his Social Security
              Benefit, multiplied by a fraction not to exceed one) the numerator
              of which is his years (and fractions thereof) of his Benefit
              Service and the denominator of which is 25.

       (c)    Subject to the provisions of paragraphs (d) and (e) and Sections
              5.031 and 5.04, the annual Normal Retirement Benefit payable to a
              Participant who retires under the Plan on or after January 1, 1989
              and on or after his Normal Retirement Date shall be an amount
              equal to the greater of (i), (ii), (iii) or (iv) below:

              (i)    1.67% times the Participant's Final Average Compensation
                     less the Maximum Offset Allowance, the result of which is
                     multiplied by his years of Benefit Service (maximum of 25
                     years);

              (ii)   1.00% times the Participant's Final Average Compensation
                     multiplied by his years of Benefit Service (maximum of 25
                     years);

                                     - 29 -
<Page>

              (iii)  the Participant's accrued benefit as of March 15, 1990 (or
                     December 31, 1988 if the Participant is a highly
                     compensated employee as defined in Section 414(q)(1)(A) or
                     (B) of the Code);

              (iv)   the Participant's accrued benefit under the Plan determined
                     as of the December 31 preceding the date of determination.

       (d)    For Participants Who Participated in the Spence Plan on December
              31, 1991

              (i)    Notwithstanding the foregoing provisions of this Section,
                     with respect to a Participant who participated in the
                     Spence Plan on December 31, 1991 and who retires under this
                     Plan on or after January 1, 1994 and on or after his annual
                     Normal Retirement Date, his annual Normal Retirement
                     Benefit shall equal the sum of (A) and (B) but in no event
                     less than (C) where:

                     (A)    is equal to the sum of (1), (2), (3), and (4) below:

                            (1)    5/8 of 1% of the Participant's Final Average
                                   Compensation multiplied by his years of
                                   benefit service earned prior to June 1, 1975
                                   under the Spence Plan.

                            (2)    3/4 of 1% of the Participant's Final Average
                                   Compensation multiplied by his years of
                                   benefit service earned on and after June 1,
                                   1975 through May 31, 1980 under the Spence
                                   Plan.

                            (3)    7/8 of 1% of the Participant's Final Average
                                   Compensation multiplied by his years of
                                   benefit service earned on and after June 1,
                                   1980 through May 31, 1985 under the Spence
                                   Plan.

                            (4)    1% of the Participant's Final Average
                                   Compensation multiplied by his years of
                                   benefit service earned on and after June 1,
                                   1985 through December 31, 1986 under the
                                   Spence Plan.

                                     - 30 -
<Page>

                                   The amount of the benefit calculated in
                                   accordance with this paragraph (d)(i)(A)
                                   shall be actuarially increased to reflect the
                                   change in the normal form of benefit payment
                                   from a 5 year certain and continuous annuity
                                   to a single life annuity.

                     (B)    is equal to the greater of (1) or (2) below:

                            (1)    1.67% times the Participant's Final Average
                                   Compensation less the Maximum Offset
                                   Allowance, the result of which is multiplied
                                   by his years of Benefit Service earned under
                                   the Spence Plan on or after January 1, 1987
                                   but prior to January 1, 1992, and Benefit
                                   Service earned under the Plan on or after
                                   January 1, 1992 (maximum of 25 years).

                            (2)    1.00% of the Participant's Final Average
                                   Compensation multiplied by his years of
                                   benefit service earned under the Spence Plan
                                   on and after January 1, 1987 but prior to
                                   January 1, 1992 and his years of Benefit
                                   Service earned on and after January 1, 1992
                                   under the Plan (up to a maximum of 25 years).

                     Notwithstanding the foregoing, a Participant who is
                     credited with a 1,000 Hours of Service under the Spence
                     Plan during the twelve-month period beginning on June 1,
                     1985 and ending on May 31, 1986 and during the twelve-month
                     period beginning on January 1, 1986 and ending on December
                     31, 1986 shall be credited with 2 years of Benefit Service
                     for purposes of Section 5.03(d)(i)(A)(4) to reflect the
                     change in the Spence Plan's plan year to a calendar year.

                     (C)    is equal to the greater of (1) or (2) below:

                            (1)    the Actuarial Equivalent of the Participant's
                                   Accumulated Contributions Account.

                                     - 31 -
<Page>

                            (2)    the Participant's accrued benefit determined
                                   under the Spence Plan as of December 31,
                                   1991.

       (e)    For Participants Who Participated in the Henry Pratt Plan on
              September 30, 1993

              Notwithstanding the foregoing provisions of this Section, with
              respect to a Participant who participated in the Henry Pratt Plan
              on September 30, 1993 and who retires under this Plan on or after
              September 30, 1993 and on or after his annual Normal Retirement
              Date, his Normal Retirement Benefit shall be an amount based on a
              maximum of 25 years of "Combined Total Benefit Service" (as
              defined below) and equal to the sum of (i) and (ii), where:

              (i)    is the Participant's accrued benefit earned under the Henry
                     Pratt Plan as of September 30, 1993 multiplied by a
                     fraction, the numerator of which equals the Participant's
                     Final Average Compensation determined as of his retirement
                     date and the denominator of which equals the Participant's
                     Final Average Compensation determined as of December 31,
                     1993.

              (ii)   is the Participant's accrued benefit, if any, determined in
                     accordance with Section 5.03(c) for years of Benefit
                     Service earned on or after October 1, 1993 under the Plan.

              For purposes of determining a Participant's accrued benefit under
              paragraph (e)(i) above, the following shall apply:

              (A)    If the Participant was hired by the Henry Pratt Company on
                     or before September 7, 1988, he shall be credited with
                     service under the Henry Pratt Plan beginning on September
                     7, 1988 and ending on September 30, 1993 and such service
                     shall be counted in years and completed months;

              (B)    If the Participant was hired by the Henry Pratt Company
                     after September 7, 1988, he shall be credited with service
                     under the Henry Pratt Plan beginning on his date of
                     employment and ending on September 30, 1993 and such
                     service shall be counted in years and completed months.

                                     - 32 -
<Page>

              For purposes of this Section 5.03(e), "Combined Total Benefit
              Service" means service earned under the Henry Pratt Plan and
              Benefit Service earned under the Plan. In the event a
              Participant's Combined Total Benefit Service exceeds twenty-five
              (25) years on his date of retirement with the Employer, the
              Participant's Normal Retirement Benefit shall be determined by
              decreasing his years of service earned under the Henry Pratt Plan
              by the number of years which exceeds twenty-five (25) and the
              benefit calculated under paragraph (e)(i) above shall be
              recalculated using the Participant's accrued benefit as of
              September 30, 1993.

       (f)    This subsection (f) shall apply to any Participant who had his
              retirement benefit determined under Part B of the Plan and who
              after January 1, 1997, transferred to Regtrol Inc. (hereinafter
              referred to as a "Transferred Jameco Participant").

              A Transferred Jameco Participant's Normal Retirement Benefit shall
              be an amount based on a maximum of 25 years of "Combined Total
              Benefit Service" and equal to the sum of (i) and (ii) where:

              (i)    is the Transferred Jameco Participant's accrued benefit
                     based on the formula under Part B of the Plan in effect as
                     of the transfer date and determined based upon (1) his
                     years of Service under Part B of the Plan as of the
                     transfer date and (2) his Average Monthly Compensation
                     under Section 1.05 of Part B and his Covered Compensation
                     under Section 1.16 of Part B as of his retirement or
                     termination date.

              (ii)   is the Transferred Jameco Participant's accrued benefit, if
                     any, determined in accordance with Section 5.03(c) for
                     years of Benefit Service earned on or after transfer date.

              For purposes of this Section 5.03(f), "Combined Total Benefit
              Service" means benefit service earned under Part B of this Plan
              and Benefit Service earned under subsection (ii) above. In the
              event a Participant's Combined Total Benefit Service exceeds
              twenty-five (25) on his date of retirement or termination of
              employment with the Employer, the Transferred Jameco Participant's
              retirement benefit shall be determined by decreasing his years of
              service under subsection (i) by the

                                     - 33 -
<Page>

              number of years of service which exceeds twenty-five and
              substituting such benefit service with years of Benefit Service
              under subsection (ii).

              However, in no event shall a Transferred Jameco Participant's
              accrued benefit be less than his accrued benefit based upon his
              years of benefit Service as of his transfer date as calculated
              under Part B.

5.031  MINIMUM BENEFIT FOR PARTICIPANTS ON JANUARY 1, 1979

       The annual normal retirement benefit of a Participant who was an Employee
       on January 1, 1979 shall in no event be less than an amount equal to the
       sum of (a) and (b) below for each year of Benefit Service:

       (a)    1% of that portion of his Compensation in each calendar year
              subject to taxes under the Federal Insurance Contributions Act, as
              adjusted by regulation each year, plus

       (b)    2% of that portion of his Compensation in each calendar year in
              excess of that amount subject to taxes under the Federal Insurance
              Contributions Act, as adjusted by regulation each year.

5.032  ACCRUED BENEFIT

       To determine a Participant's accrued benefit under Section 5.03(a) and
       (b) at any time prior to his Normal Retirement Date, there shall first be
       determined the amount of Normal Retirement Benefit that the Participant
       would have received if he had remained in the employ of the Employer to
       his Normal Retirement Date but based on his Final Average Compensation
       and Social Security Benefit as of the date such benefit is being
       determined. Such amount shall be multiplied by a fraction in which the
       numerator is the number of years of Benefit Service (including fractions
       thereof) that the Participant has completed and the denominator is the
       number of years of Benefit Service (including fractions thereof) that the
       Participant would have completed if he had remained in the employ of the
       Employer to his Normal Retirement Date.

                                     - 34 -
<Page>

       A Participant's accrued benefit under Section 5.03(c), (d) and (e) is the
       benefit as defined under Section 5.03(c), (d) or (e) based on Final
       Average Compensation and Benefit Service as of the date the accrued
       benefit is being determined.

       Notwithstanding the above, in the case of a Participant whose
       Compensation for a Plan Year beginning prior to January 1, 1994 exceeded
       $150,000, such Participant's Accrued Benefit shall not be less than an
       amount equal to the sum of his or her Accrued Benefit determined as of
       December 31, 1993 plus an amount equal to the Participant's Accrued
       Benefit determined in accordance with the provisions of this Section
       5.032 based on Years of Benefit Service earned by the Participant after
       December 31, 1993.

5.04   MAXIMUM RETIREMENT BENEFITS

       (a)    For Plan Years beginning after 1986, the actual or projected
              annual amount of a Participant's benefit payable within a
              Limitation Year shall not exceed the lesser of (i) and (ii) below:

              (i)    $90,000, or

              (ii)   100% of the Participant's average annual Section 415
                     Compensation (as defined in paragraph (c) below) for the
                     three consecutive calendar years (or, if his period of
                     employment is less than three years, for his entire period
                     of employment) as a Participant during which he received
                     the greatest aggregate Section 415 Compensation;

       (b)    In no event shall the limitations in paragraph (a) above be less
              than $10,000 if the Participant has not at any time participated
              in a defined contribution plan maintained by the Employer or an
              Affiliated Employer.

       (c)    The term "Section 415 Compensation" means wages, salaries, and
              fees for professional services and other amounts received from the
              Employer and all Affiliated Employers during the Limitation Year
              (without regard to whether or not an amount is paid in cash) for
              personal services actually rendered in the course of employment
              with the Employer, to the extent such amounts are includable in
              gross income, including, but not limited to, overtime pay, tips,
              bonuses, commissions to

                                     - 35 -
<Page>

              paid salesmen, compensation for services on the basis of a
              percentage of profits, commissions on insurance premiums, fringe
              benefits, reimbursements, and expense allowances, and excluding
              the following:

              (i)    amounts contributed by the Employer or Affiliated Employer
                     on behalf of the Employee pursuant to a salary deferral
                     agreement under this Plan or any other cash or deferred
                     arrangement described in Section 401(k) of the Code, to any
                     salary reduction agreement pursuant to a cafeteria plan
                     established under Section 125 of the Code, or to any other
                     plan of deferred compensation, and which are not includable
                     in the Employee's gross income for the taxable year in
                     which contributed, or any distributions from a plan of
                     deferred compensation;

              (ii)   amounts realized from the exercise of a non-qualified stock
                     option, or when restricted stock (or property) held by the
                     Employee either becomes free transferable or is no longer
                     subject to a substantial risk of forfeiture;

              (iii)  amounts realized with respect to the sale, exchange, or
                     other disposition of stock acquired under a qualified stock
                     option; and

              (iv)   other amounts which receive special tax benefits, or
                     contributions made by the Employer (whether or not under a
                     salary reduction agreement) towards the purchase of an
                     annuity described in Section 403(b) of the Code (whether or
                     not the amounts are excludable from the Employee's gross
                     income).

              For purposes of applying the limitations of this Section, the term
              "Section 415 Compensation" means the compensation actually paid or
              includable in the Employee's gross income for the Limitation Year.

              Effective January 1, 1998, Section 415 Compensation earnings shall
              include (i) any elective deferrals as defined in Code Section
              402(g)(3), and (ii) any amount which is contributed or deferred by
              the Employer at the election of the Employee and which is not
              includable in the gross income of the Employee by reason of Code
              Section 125 or 457. Effective January 1, 2001, Section 415
              Compensation shall include any amounts deferred under Section
              132(f)(4) of the Code.

                                     - 36 -
<Page>

       (d)    The dollar limitation described in paragraph (a)(i) above shall be
              increased by the cost of living adjustment factor prescribed by
              the Secretary of the Treasury under Section 415(d) of the Code.
              Such adjustment factor shall be applied to all Participants,
              including Participants and Beneficiaries receiving benefits from
              the Plan and to such items as the Secretary shall prescribe.

       (e)    If the benefit payable to a Participant commences prior to the
              Participant's Social Security Retirement Age, but on or after the
              date he attains age 62, the maximum annual amount determined under
              paragraph (a)(i) above shall be reduced as follows:

              (i)    if the Participant's Social Security Retirement age is 65,
                     by 5/9ths of 1% for each month by which the commencement of
                     payment of his benefits precedes the month in which he
                     attains age 65; or

              (ii)   if the Participant's Social Security Retirement age is 66
                     or 67, by 5/9ths of 1% for each of the first 36 months and
                     5/12ths of 1% for each additional month by which the
                     commencement of payment of his benefits precedes the month
                     in which he attains his Social Security Retirement Age.

                     If the benefit payable to a Participant commences before
                     age 62, the maximum annual amount determined under
                     paragraph (a)(i) above shall be reduced in accordance with
                     applicable regulations, so that it is the Actuarial
                     Equivalent of such amount as applied to a benefit beginning
                     at age 62. For purposes of this paragraph, the Actuarial
                     Equivalent shall be determined using the assumptions
                     specified in Section 1.02(b).

       (f)    If the payment of benefits to a Participant commences after his
              Social Security Retirement Age, the maximum annual amount
              determined under paragraph (a)(i) above shall be increased so that
              it is the Actuarial Equivalent of a $90,000 benefit multiplied by
              the adjustment factor specified in paragraph (e) above, and
              payable in the normal form at the Participant's Social Security
              Retirement Age. For purposes of this paragraph, the Actuarial
              Equivalent shall be determined using the assumptions specified in
              Section 1.02(b).

                                     - 37 -
<Page>

       (g)    The annual benefit is a retirement benefit under the Plan which is
              payable annually in the form of a single life annuity. If the
              benefit payable to a Participant is not in the form of a single
              life annuity nor in the form of a Spouse Joint and Survivor
              Annuity, then the maximum annual amount determined under paragraph
              (a) above shall be reduced in accordance with the applicable
              regulations so that it is the Actuarial Equivalent of such amount
              as payable in the normal form. The interest rate and mortality
              assumptions used to determine the Actuarial Equivalent will be the
              rates specified in Section 1.02(b).

       (h)    If the Participant has completed less than 10 years of Plan
              participation, the maximum annual amount determined under
              paragraph (a)(i) above shall be adjusted by multiplying such
              amount by a fraction, the numerator of which is the Participant's
              number of years of Plan participation (or parts thereof) and the
              denominator of which is 10. To the extent provided in regulations
              or in other guidance issued by the Internal Revenue Service, the
              preceding sentence shall be applied separately with respect to
              each change in the benefit structure of the Plan.

       (i)    If the Participant has completed less than 10 years of Service,
              the maximum amount determined under Section paragraph (a)(ii)
              above (without regard to paragraph (a)(i) above) shall be adjusted
              by multiplying such amount by a fraction, the numerator of which
              is the Participant's number of years of Service (or parts thereof)
              and the denominator of which is 10. To the extent provided in
              regulations or in other guidance issued by the Internal Revenue
              Service, the preceding sentence shall be applied separately with
              respect to each change in the benefit structure of the Plan.

       (j)    In no event shall the provisions of paragraph (h) or paragraph (i)
              above reduce the limitations in paragraph (a) to an amount less
              than one-tenth of such limitations, determined without regard to
              the provisions of paragraph (h) and paragraph (i).

       (k)    If a Participant is, or has ever been, covered under more than one
              defined benefit plan maintained by the Employer, the sum of the
              Participant's annual benefits from all such plans may not exceed
              the maximum permissible amount.

                                     - 38 -
<Page>

       (l)    TRANSITIONAL RULE. Notwithstanding the foregoing provisions of
              this Section 5.04, the maximum limitation on annual benefits with
              respect to any person who was a Participant prior to January 1,
              1983 and whose annual benefit (determined without regard to any
              changes in the plan after July 1, 1982 and without regard to
              cost-of-living adjustments, if any, occurring after July 1, 1982)
              as of December 31, 1982, exceeds the limitations set forth in this
              Section 5.04, shall be such Participant's annual benefit as of
              December 31, 1982; provided that such Participant's annual benefit
              did not exceed the maximum limitation thereon as of December 31,
              1982.

5.041  LIMITATION APPLICABLE TO DEFINED CONTRIBUTION PLAN PARTICIPANTS

       (a)    If a Participant is also a participant in any defined contribution
              plan maintained by the Employer or an Affiliated Employer, the sum
              of the defined benefit plan fraction and the defined contribution
              plan fraction for any year shall not exceed 1.0 as provided in
              Section 415(e) of the Code and any regulations issued thereunder.

       (b)    The DEFINED BENEFIT FRACTION for any Limitation Year is a
              fraction, the numerator of which is the sum of the Participant's
              projected annual benefits under all defined benefit plans (whether
              or not terminated) maintained by the Employer, and the denominator
              of which is the lesser of 1.25 times the dollar limit determined
              under Sections 415(b) and 415(d) of the Code and adjusted in
              accordance with Section 5.04(h) and (i) for the Limitation Year,
              or 1.4 times 100% of the Participant's highest average annual
              Section 415 Compensation (including any adjustments under Section
              415(b) of the Code) for any three consecutive years.

              Notwithstanding the above, if the Participant was a participant as
              of the first day of the first Limitation Year beginning after
              December 31, 1986 in one or more defined benefit plans maintained
              by the Employer which were in existence on May 6, 1986, the
              denominator of this fraction will not be less than 1.25 times the
              sum of the annual benefits under such plans which the Participant
              had accrued as of the close of the last Limitation Year beginning
              before January 1, 1987, disregarding any changes in the terms and
              conditions of the Plan after May 5, 1986. The preceding sentence
              applies only if the defined benefit plans individually and in the
              aggregate

                                     - 39 -
<Page>

              satisfied the requirements of Section 415 of the Code for all
              Limitation Years beginning before January 1, 1987.

       (c)    The DEFINED CONTRIBUTION PLAN FRACTION for any Limitation Year is
              a fraction, the numerator of which is the sum of the annual
              additions to the Participant's accounts under all defined
              contribution plans (whether or not terminated) maintained by the
              Employer for the current and all prior Limitation Years (including
              the annual additions attributable to the Participant's
              nondeductible employee contributions to all defined benefit plans,
              whether or not terminated, maintained by the Employer, and the
              annual additions attributable to all welfare benefit funds, as
              defined in Section 419(e) of the Code, and individual medical
              accounts, as defined in Section 415(l)(2) of the Code, maintained
              by the Employer), and the denominator of which is the sum of the
              maximum aggregate amounts for the current and all prior Limitation
              Years of service with the Employer (regardless of whether a
              defined contribution plan was maintained by the Employer). The
              maximum aggregate amount in any Limitation Year is the lesser of
              1.25 times the dollar limitation determined under Sections 415(b)
              and 415(d) of the Code in effect under Section 415(c)(1)(A) of the
              Code, or 35% of the Participant's Section 415 Compensation (as
              defined in Section 5.04(c)) for such Limitation Year.

              For purposes of calculating the numerator in the defined
              contribution plan fraction, a Participant's after-tax payroll
              deduction contributions made before 1987, if any, shall be taken
              into account to the extent such contributions exceed the lesser
              of:

              (i)    6% of the Participant's Section 415 Compensation (as
                     defined in Section 5.04(c)) for the Limitation Year, or

              (ii)   50% of the amount of such payroll deduction contributions
                     for the Limitation Year.

              If the Employee was a Participant as of the end of the first day
              of the first Limitation Year beginning after December 31, 1986, in
              one or more defined contribution plans maintained by the Employer
              which were in existence on May 6, 1986, the numerator of this
              fraction will be adjusted if the sum of this fraction and the
              defined benefit fraction would otherwise exceed 1.0 under the
              terms of this Plan. Under the

                                     - 40 -
<Page>

              adjustment, an amount equal to the product of (1) the excess of
              the sum of the fractions over 1.0 times (2) the denominator of
              this fraction, will be permanently subtracted from the numerator
              of this fraction. The adjustment is calculated using the fractions
              as they would be computed as of the end of the last Limitation
              Year beginning before January 1, 1987, and disregarding any
              changes in the terms and conditions of the Plan made after May 5,
              1986, but using the Section 415 limitation applicable to the first
              Limitation Year beginning on or after January 1, 1987.

       (d)    For the purpose of determining the denominators in the preceding
              two fractions, the maximum benefit allowable and the maximum
              annual additions shall be deemed to be equal to the lesser of:

              (i)    140% of the percentage limits, or

              (ii)   125% of the dollar limits provided in Sections 415(b) and
                     415(c) of the Code for each such year.

       (e)    Any adjustment necessary to comply with the limitations of this
              section shall be made in the Participant's benefit payable under
              the relevant defined benefit plan; but under no circumstances may
              the accrued benefit of a Participant in a defined benefit plan
              decrease as a result of a Plan amendment to change the combined
              plan limits.

       (f)    Effective January 1, 2000, the provisions of this Section 5.041
              shall no longer be effective.

5.042  AFFILIATED EMPLOYERS

       For purposes of Sections 5.04 and 5.041, the Employer and all Affiliated
       Employers shall be considered one employer, and the limitations shall be
       applicable to the total benefits received from the Employer and all
       Affiliated Employers. Further, in determining what is an Affiliated
       Employer for the purposes of these Sections, the phrase "more than 50%"
       shall be substituted for "at least 80%" each place it appears in Section
       1563(a)(1) of the Code.

                                     - 41 -
<Page>

5.05   EARLY RETIREMENT BENEFIT

       The Early Retirement Benefit of a Participant who elects to retire on an
       Early Retirement Date (as defined in Section 4.02) on or after January 1,
       1985 shall be the benefit computed in (a) or (b) below, as elected by the
       Participant:

       (a)    a benefit commencing on his Normal Retirement Date (as defined in
              Section 4.01) in an amount equal to his accrued Normal Retirement
              Benefit determined in accordance with the provisions of Section
              5.03 or 5.031, whichever is applicable, and Section 5.032;

       (b)    a reduced benefit commencing on his Early Retirement Date or the
              first day of any month thereafter but prior to his Normal
              Retirement Date, as elected by the Participant, which benefit
              shall be computed as in (a) above, reduced by 5/9 of 1% for each
              of the first sixty months by which commencement of benefits
              precedes his Normal Retirement Date, and by 5/18 of 1% for each
              month thereafter, if any, by which commencement of benefits
              precedes his Normal Retirement Date.

       Notwithstanding the foregoing provisions of this Section 5.05, with
       respect to a Participant who on September 30, 1993 was participating in
       the Henry Pratt Plan, his Early Retirement Benefit shall not be less than
       the benefit he could have received if he retired under the early
       retirement provisions of the Henry Pratt Plan on September 30, 1993.

5.051  SOCIAL SECURITY OPTION

       A Participant who is entitled to receive an Early Retirement Benefit and
       has elected to have such benefit commence prior to the date he is
       entitled to receive benefits under Title II of the Social Security Act,
       may elect to receive a Social Security Option under which he will receive
       a larger monthly benefit prior to the date he is first entitled to
       receive benefits under Title II of the Social Security Act and a smaller
       benefit after he is first entitled to receive benefits under Title II of
       the Social Security Act so that, to the extent possible, the Participant
       will receive a level monthly income when his payments under the Plan and
       his income under Title II of the Social Security Act are taken in to
       account; provided, however, that his payments under the Social Security
       Option will be the

                                     - 42 -
<Page>

       Actuarial Equivalent of the Early Retirement Benefit he would have
       received if he had not elected such an option.

       If a Participant elects a benefit under this Section, no benefits will be
       payable to anyone upon his death.

5.06   DEFERRED RETIREMENT BENEFIT

       (a)    RETIREMENT PRIOR TO AGE 70 1/2

              Each Participant who continues in the employ of the Employer or an
              Affiliated Employer after attaining his Normal Retirement Age and
              retires prior to age 70 1/2 shall be entitled upon actual
              retirement to receive a monthly Deferred Retirement Benefit. The
              Deferred Retirement Benefit payable under this paragraph (a) shall
              be determined in accordance with Section 5.03 or 5.031, whichever
              is applicable, based on the Participant's years of Benefit Service
              (including fractions thereof) as of his retirement date, and the
              rate of benefit in effect under the Plan on his retirement date.

       (b)    COMMENCEMENT OF BENEFITS WHILE ACTIVELY EMPLOYED

    (b)       Prior to January 1, 1997, the Deferred Retirement Benefit payable
              to a Participant who attains age 70 1/2 and who continues to be an
              Employee shall be equal to the Participant's accrued benefit
              determined as of the last day of the Plan Year in which the
              Participant attains age 70 1/2. The Deferred Retirement Benefit
              payable under this paragraph (b) shall be determined in accordance
              with Section 5.03 or 5.031, whichever is applicable, and shall be
              payable in the form of a single life annuity. The Deferred
              Retirement Benefit shall commence no later than the January 1
              immediately following the Plan Year in which the Participant
              attains age 70 1/2.

              The monthly benefit of a Participant who has begun receiving
              benefits and who continues to be an Employee after his attainment
              of age 70 1/2 shall be adjusted, effective on the January 1
              following the Plan Year in which the Participant's benefit
              commenced and on each succeeding January 1 prior to the
              Participant's

                                     - 43 -
<Page>

              Deferred Retirement Date, to reflect the effect of changes in the
              Participant's accrued benefit since the previous January 1. The
              final adjustment shall be made as of the Participant's Deferred
              Retirement Date. Adjustments required by this paragraph shall
              include a reduction equal to the Actuarial Equivalent of any
              benefit payments already made with respect to the Participant. In
              no event, however, will the benefit payable to the Participant be
              reduced as a result of this paragraph. Furthermore, the operation
              of this paragraph will not affect the form of benefit payment
              previously elected by the Participant.

              Any Participant, other than a 5% owner as defined in Code Section
              416(i), who attains age 70 1/2 after December 31, 1996 but before
              January 1, 2002 shall have the option to commence receiving
              retirement benefits at any time commencing on or after the January
              1 following the Plan Year in which such Participant attains age 70
              1/2. Any Participant, other than a 5% owner as defined in Code
              Section 416(i), who attains age 70 1/2 on or after January 1,
              2002, shall commence receiving retirement benefits no later than
              the January 1 of the calendar year following the calendar year in
              which he attains age 70 1/2 or the calendar year in which he
              retires, whichever is later. Participants who are 5% owners must
              continue to commence receiving benefits on the January 1 following
              the Plan Year in which they attained age 70 1/2.

              Effective January 1, 1997, a Participant's Deferred Retirement
              Benefit shall be equal to the greater of (i) the Actuarial
              Equivalent of his or her Deferred Retirement Benefit determined as
              of April 1 of the calendar year following the calendar year in
              which the Participant attained age 70 1/2, or (ii) the
              Participant's Deferred Retirement Benefit determined as of his or
              her Deferred Retirement Date.

              Upon such Participant's actual Deferred Retirement Date, he shall
              then be eligible to make the election as described in Section
              5.022.

                                     - 44 -
<Page>

5.07   SUSPENSION OF BENEFIT DISTRIBUTIONS

       (a)    CONDITIONS FOR SUSPENSION

              If any Participant is reemployed by the Employer or an Affiliated
              Employer on or after his benefit commencement date and before age
              70 1/2, or if any Participant continues in employment with the
              Employer or an Affiliated Employer after his Normal Retirement
              Date (as defined in Section 4.01), the benefit payable for a
              calendar month will be permanently withheld if the Participant
              completes 40 or more Hours of Service in the calendar month or in
              the four or five week payroll period ending in the calendar month.

              The benefit permanently withheld will be the actual amount
              scheduled to be paid for the calendar month in which the
              conditions for suspension are met.

       (b)    REDETERMINATION OF BENEFITS

              Upon the subsequent termination of employment of a Participant who
              was eligible to begin receiving payments under the Plan on his
              prior termination of employment date (whether or not such benefit
              payments had actually commenced), the Participant's retirement
              benefit shall be redetermined in accordance with the provisions of
              this Plan applicable to him as of his subsequent termination of
              employment date, as if no prior benefit payments had been made.
              His retirement benefit, as so redetermined, shall then be reduced
              by (i) the Actuarial Equivalent of the benefit payments, if any,
              previously made to such Participant prior to his Normal Retirement
              Date or (ii) in the case of a lump sum payment, the Actuarial
              Equivalent of the payment other than the portion of the payment
              attributable to the period (if any) after the Participant's Normal
              Retirement Date and before his reemployment commencement date. The
              form of payment of any retirement benefit to which he may
              thereafter become entitled shall be determined in accordance with
              the provisions of Article 5 at the time he subsequently retires
              without regard to the form in which his benefit had previously
              been paid.

              The Participant's retirement benefit as so redetermined shall not
              be less than his retirement benefit prior to the suspension of
              payments.

                                     - 45 -
<Page>

       (c)    RESUMPTION OF BENEFITS

              In the case of a Participant who was receiving benefit payments
              prior to reemployment, payment of such benefits shall resume no
              later than the first day of the third calendar month following the
              month in which the Participant ceases to satisfy the conditions
              for suspension described in paragraph (a) above.

              If the period of suspension is less than three months, the
              Participant's benefit shall continue to be paid in the same form
              of payment as was in effect before the suspension.

              The amount of the Participant's benefit shall be redetermined,
              taking into account increased service and any benefits paid before
              suspension, and shall not be less than the amount of benefit the
              Participant was receiving prior to suspension.

       (d)    NOTICE OF SUSPENSION

              If a Participant continues to be employed (or is reemployed) by
              the Employer or an Affiliated Employer after his Normal Retirement
              Date (as defined in Section 4.01) and the commencement of his
              benefit payments is delayed (or, in the case of reemployment,
              suspended) in accordance with the provisions of paragraph (a)
              above, the Committee shall give written notice to such Participant
              as required under Department of Labor Regulations 2530.203-3(b)(4)
              no later than the end of the first calendar month or payroll
              period in which the payment of benefits would have commenced if
              the Participant had not remained in or returned to employment.

5.08   RETIREMENT PRIOR TO JANUARY 1, 1985

       Except as specified otherwise here-in, the monthly retirement benefit of
       a Participant who retired from the Service of the Employer prior to
       January 1, 1985 shall be determined in accordance with the applicable
       provisions of the Prior Plan as in effect on the date of his retirement.

                                     - 46 -
<Page>

5.09   PARTICIPANTS WHO ATTAINED NORMAL RETIREMENT AGE OR WHO RETIRED PRIOR TO
       JANUARY 1, 1986

       Commencing January 1, 1986, the monthly retirement benefit of an active
       Participant who attained Normal Retirement Age prior to January 1, 1986
       or of a Retired Participant who retired prior to January 1, 1986 shall be
       increased by 2.5% for each year between the date such active Participant
       attained Normal Retirement Age or the date such Retired Participant
       retired and the anniversary of such date which occurs in 1986; provided
       that each such Participant or Retired Participant shall be entitled to a
       monthly benefit increase of at least $10.00.

5.10   DISABILITY RETIREMENT BENEFITS

       (a)    In the event a Participant becomes disabled prior to October 1,
              2001 while employed with the Employer so that he is receiving
              disability benefits under the Employer's long term disability
              program and is eligible for and is receiving disability benefits
              under Title II of the Social Security Act or becomes disabled on
              or after October 1, 2001 while employed with the Employer so that
              he is eligible for and is receiving disability benefits under
              Title II of the Social Security Act, such Participant shall
              continue to be credited with years of Service for vesting and
              years of Benefit Service for the period he remains disabled and
              such crediting shall cease upon the earlier of the Participant's
              recovery from disability, death, election of Early Retirement or
              Normal Retirement Date. During the period of disability such
              Participant shall be credited with Compensation equal to the
              greater of his Compensation credited in the Plan Year he becomes
              disabled or the Compensation credited for the immediately
              preceding Plan Year. In addition, such disabled Participant's
              Maximum Offset Allowance shall be determined as of the date he
              becomes disabled. If a Participant's disability continues until
              his Normal Retirement Date, his Normal Retirement Benefit shall
              commence as of the date elected by the Participant in accordance
              with the normal form of benefit described as Section 5.01 or 5.02,
              whichever is applicable, or the optional retirement benefit, if
              elected by the Participant, as set forth in Article 5.

       (b)    A Participant who on December 31, 1991 participated in the Pension
              Plan for Salaried Employees of Spence Engineering Company, Inc.
              and who met the

                                     - 47 -
<Page>

              requirements for a monthly disability benefit thereunder shall
              continue to receive the disability benefit under this Plan.

       The monthly disability benefit will terminate with the last payment due
       preceding the earliest of the following to occur:

       (i)    the tenth day after the Trustee receives notice from the Employer
              that the Participant has ceased to be entitled to disability
              benefits under the Social Security Act;

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

       (iii)  the Participant's Normal Retirement Date or, if elected, the
              Participant's Early Retirement Date.

                                     - 48 -
<Page>

                       ARTICLE 6 - TERMINATION OF SERVICE

6.01   REQUIREMENTS FOR VESTED BENEFITS

       There are no benefits payable under the Plan if a Participant's
       employment terminated prior to the date he is entitled to retire and
       receive a benefit under the Plan, except as provided in Section 7.03(d),
       8.05, and this Article 6.

6.02   VESTED BENEFITS

       (a)    A Participant whose employment terminates on or after January 1,
              1989 and who ceases to be an Employee prior to Normal Retirement
              Age for any reason except death or retirement under the Plan shall
              be entitled to a deferred vested benefit commencing on his Normal
              Retirement Date (as defined in Section 4.01) equal to his accrued
              Normal Retirement Benefit determined in accordance with the
              provisions of Section 6.021 multiplied by his vesting percentage
              in accordance with the following schedule:

<Table>
<Caption>
                      YEARS OF SERVICE                 VESTING PERCENTAGE
                      <S>                                     <C>
                      Less than 5 years                         0%
                       5 years or more                        100%
</Table>

       (b)    A Participant shall be fully vested in his Accumulated
              Contribution Account, if any, at all times.

       (c)    Effective September 4, 1996, a Participant who is an Employee of
              Henry Pratt Company or James Jones Company on September 4, 1996
              shall be 100% vested and shall be entitled to a deferred vested
              benefit commencing on his Normal Retirement Date equal to his
              Accrued Normal Retirement Benefit determined in accordance with
              the provisions of Section 6.021(c).

                                     - 49 -
<Page>

6.021  COMPUTATION OF A VESTED BENEFIT

       (a)    The amount of a deferred vested benefit payable to a Terminated
              Participant under Section 6.02(a) shall be equal to his accrued
              benefit as determined under Section 5.032. Notwithstanding the
              foregoing, the amount of deferred vested benefit payable to a
              Terminated Participant who was an Employee on January 1, 1979
              shall in no event be less than his accrued benefit determined in
              accordance with the provisions of Section 5.031.

       (b)    The amount of a deferred vested benefit payable to a Terminated
              Participant under Section 6.02(b) shall not be less than the
              Actuarial Equivalent of the balance in his Accumulated
              Contribution Account, if any.

6.022  EARLY COMMENCEMENT OF A VESTED BENEFIT

       (a)    A Terminated Participant entitled to a Vested Benefit under
              Section 6.02 may elect to have such benefit commence at any time
              after he is eligible to elect an Early Retirement Date pursuant to
              Section 4.02. In such case and subject to the provisions of
              paragraph (b) below, his benefit shall be computed as in Section
              6.021, but shall be reduced by 5/9 of 1% for each of the first
              sixty (60) months by which his benefit commencement date precedes
              his Normal Retirement Date, and by 5/18 of 1% for each month
              thereafter, if any, by which his benefit commencement date
              precedes his Normal Retirement Date.

       (b)    The Vested Benefit of a Participant, who on September 30, 1993 was
              participating in the Henry Pratt Plan and who elects early
              commencement as described in paragraph (a) above, shall not be
              less than the benefit he could have received if he elected early
              commencement of his benefit under the vested retirement provisions
              of the Henry Pratt Plan on September 30, 1993.

                                     - 50 -
<Page>

                        ARTICLE 7 - DEATH OF PARTICIPANT

7.01   DEATH PRIOR TO RETIREMENT

       There are no death benefits payable under the Plan in the event of the
       death of a Participant, Retired Participant or Terminated Participant
       prior to the commencement of his retirement benefits under the Plan,
       except as may be provided under the Surviving Spouse Benefit described in
       Section 7.02 or as may be provided under Section 7.04.

7.02   SURVIVING SPOUSE BENEFIT

       Effective August 23, 1984, the spouse of a Participant or a Terminated
       Participant shall be eligible to receive a Surviving Spouse Benefit after
       the Participant's or Terminated Participant's death if the Participant or
       Terminated Participant has fulfilled the following requirements at the
       date of death:

       (a)    He has been legally married to such spouse throughout the
              twelve-month period ending on the date of his death;

       (b)    He has met the requirements for a Vested Benefit under Section
              6.02;

       (c)    He has not attained Normal Retirement Age; and

       (d)    He has not commenced receiving benefits under the Plan.

7.03   AMOUNT OF SURVIVING SPOUSE BENEFIT

       If a Participant or Terminated Participant dies after fulfilling all the
       requirements of Section 7.02, his spouse shall be entitled to a lifetime
       benefit under the Plan. If the surviving spouse of the Participant or
       Terminated Participant consents, such benefit shall commence on the first
       day of the month following the later of the Participant's or Terminated
       Participant's death or the date the Participant or Terminated Participant
       would have met the requirements for Early Retirement under Section 4.02.
       If such surviving spouse does not consent to receive benefits as
       described above, benefits shall commence on the first day of any month

                                     - 51 -
<Page>

       thereafter, as elected by the surviving spouse, but not later than the
       date the Participant or Terminated Participant would have attained age
       65.

       The Surviving Spouse Benefit shall be equal to (a), (b), (c) or (d)
       below:

       (a)    If the Participant or Terminated Participant dies after meeting
              the requirements for Early Retirement as provided under Section
              4.02, the Surviving Spouse Benefit shall be equal to the amount
              which would have been payable to the spouse if the Participant or
              Terminated Participant had retired on the date preceding his date
              of death and he had been entitled to a Spouse Joint and Survivor
              Annuity;

       (b)    If the Participant or Terminated Participant dies before meeting
              the requirements for Early Retirement as provided under Section
              4.02, but after meeting the requirements for a Vested Benefit
              under Section 6.02(a), the Surviving Spouse Benefit shall be equal
              to the amount which would have been payable to the spouse if the
              Participant or Terminated Participant had:

              (i)    terminated service on the date of his death;

              (ii)   survived to the earliest retirement age under Section 4.02;

              (iii)  retired at that time and was entitled to receive a Spouse
                     Joint and Survivor Annuity; and

              (iv)   died on the day following attainment of the earliest
                     retirement age; or

       (c)    If the Participant's or Terminated Participant's surviving spouse
              elects a benefit commencement date other than the first day of the
              month following the date of the Participant's or Terminated
              Participant's death or the date the Participant or Terminated
              Participant would have met the requirements for Early Retirement
              under Section 4.02, the Surviving Spouse Benefit under (a) or (b)
              above, whichever is applicable, shall be actuarially adjusted to
              reflect the actual date of benefit commencement.

                                     - 52 -
<Page>

       (d)    FOR PARTICIPANTS WHO PARTICIPATED IN THE SPENCE PLAN

              If the Participant or Terminated Participant dies before meeting
              the requirements for Early Retirement as provided under Section
              4.02 and before meeting the requirements for a Vested Benefit
              under Section 6.02(a), but after meeting the requirements for a
              Vested Benefit under Section 6.02(b), the Surviving Spouse Benefit
              shall be equal to the Actuarial Equivalent of the balance in the
              Participant's or Terminated Participant's Accumulated Contribution
              Account and shall be paid to the spouse as a life annuity.

7.04   DEATH AFTER COMMENCEMENT OF BENEFITS OR NORMAL RETIREMENT AGE

       There are no death benefits payable under the Plan upon the death of a
       Participant on or after his Normal Retirement Age or after a Participant
       has commenced receiving benefits under the Plan, except as follows:

       (a)    If a Participant is receiving a Spouse Joint and Survivor Annuity
              as described in Section 5.02, any benefits becoming due will be
              paid in accordance with the terms of such Spouse Joint and
              Survivor Annuity;

       (b)    If a Participant has elected an optional benefit under Article 8,
              any benefits becoming due will be paid in accordance with the
              terms of such option;

       (c)    If a Participant dies after attaining his Normal Retirement Age
              but before his Deferred Retirement Date, the Spouse Joint and
              Survivor Annuity as described in Section 5.02 shall be deemed to
              be in effect on behalf of such Participant, provided he has not
              made an election under Section 5.022 to receive his benefits under
              another form of payment.

                                     - 53 -
<Page>

                      ARTICLE 8 - OPTIONAL FORMS OF BENEFIT

8.01   TIME FOR ELECTION

       Subject to the restrictions set forth in Section 8.08, in lieu of
       receiving the life annuity referred to in Section 5.01 or the Spouse
       Joint and Survivor Annuity referred to in Section 5.02, a Participant may
       elect, by written application filed with the Committee, to have his
       retirement benefit paid under one of the forms of benefit set forth in
       this Article 8, provided that such election is made prior to actual
       retirement under the Plan and in accordance with the procedures set forth
       in Section 5.024 (if such Participant is married) and in this Article 8.
       Neither Section 5.01 nor Section 5.02 shall apply if an effective
       election is made under this Article; provided, however, that a married
       Participant may, at any time during the election period established by
       the Committee under Section 5.022, rescind his election of an option
       under this Article 8 and receive his retirement benefit in the form of an
       annuity for life under Section 5.01 or a Spouse Joint and Survivor
       Annuity under Section 5.02 if he has met the requirements therefor.

8.02   CONTINGENT ANNUITANT OPTION

       A Participant may elect an option in accordance with Section 5.02, under
       which option he will receive an actuarially reduced benefit during his
       lifetime after retirement and 100%, 66-2/3% or 50% of such reduced amount
       will be continued to a person designated by the Participant at the time
       of election of the option (and referred to as a Contingent Annuitant) for
       the duration of the Contingent Annuitant's lifetime.

8.03   TEN YEAR CERTAIN LIFE ANNUITY OPTION

       A Participant may elect an option in accordance with Section 502, under
       which option he will receive an actuarially reduced benefit during his
       lifetime after retirement with a provision that if he dies after his
       Normal Retirement Age or after commencement of his benefit payments but
       prior to receiving one hundred twenty (120) monthly retirement payments,
       the balance of such one hundred twenty (120) monthly retirement payments
       shall be paid to the Participant's Beneficiary.

                                     - 54 -
<Page>

8.04   FIVE YEAR CERTAIN LIFE ANNUITY OPTION

       A Participant who was a participant in the Spence Plan and who was
       employed by Spence Engineering Company, Inc. prior to January 1, 1987 may
       elect an option at least ninety days prior to his benefit commencement
       date, under which option he will receive an Actuarially Equivalent
       benefit during his lifetime after retirement with a provision that if he
       dies after his Normal Retirement Age or after commencement of his benefit
       payments but prior to receiving sixty (60) monthly retirement payments,
       the balance of such sixty (60) monthly retirement payments shall be paid
       to the Participant's Beneficiary.

8.05   REFUND OF ACCUMULATED CONTRIBUTION ACCOUNT

       This Section shall apply only to a Participant who participated in the
       Spence Plan on December 31, 1991 and who made employee contributions to
       the Spence Plan prior to January 1, 1987.

       (a)    REFUND OF ACCUMULATED CONTRIBUTION ACCOUNT ON AND AFTER RETIREMENT
              OR OTHER TERMINATION OF EMPLOYMENT.

              A Participant may elect to receive on or after the date of his
              retirement or other termination of employment and before his
              benefit commencement date, a refund of the balance, if any, in his
              Accumulated Contribution Account.

              If a Participant elects a refund of his Accumulated Contribution
              Account under this Section 8.05(a), his Normal Retirement Benefit
              provided in Section 5.03 shall be reduced by the Actuarial
              Equivalent of his Accumulated Contribution Account and his
              Accumulated Contribution Account shall be reduced to zero.

              Notwithstanding the foregoing provisions of this Section 8.05(a),
              if the Actuarial Equivalent value of a Participant's entire
              nonforfeitable benefit exceeds $3,500 ($5,000 commencing October
              1, 2001), the Participant's spouse, if any, must consent to the
              Participant's election to withdraw the balance in his Accumulated
              Contribution Account. For this purpose, a spousal consent is valid
              only if made no earlier than 90 days before the date of
              withdrawal, is effective when received by the Committee and must:

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              (i)    Be in writing on a form provided by the Committee;
              (ii)   Acknowledge the effect of the consent; and
              (iii)  Be witnessed by a notary public or Plan representative.

              Any such consent will be valid only with respect of the spouse who
              signs the consent. Spousal consent is not required, however, if
              the Participant establishes to the satisfaction of the Committee
              that there is no Spouse, the Spouse cannot be located, or the
              Participant can show by court order that he is legally separated
              or has been abandoned by the spouse within the meaning of local
              law, or if otherwise permitted under applicable regulations.

              If the spouse is legally incompetent to give consent, the spouse's
              legal guardian, who may be the Participant, may consent to the
              withdrawal.

       (b)    REFUND OF ACCUMULATED CONTRIBUTIONS UPON CESSATION OF BENEFIT
              PAYMENTS OR UPON DEATH

              Notwithstanding any contrary provisions of the Plan, upon
              cessation of all benefit payments under the provisions of the Plan
              in respect of a Participant who has not received a refund of the
              balance of his Accumulated Contribution Account, if any, including
              payments to a spouse, Contingent Annuitant or Beneficiary, or upon
              the death of a Participant in respect of whom no benefits are
              payable, the excess, if any, of the balance of the Participant's
              Accumulated Contribution Account over the aggregate benefit
              payments made hereunder in respect of such Participant shall be
              paid to his Beneficiary in a single lump sum. A suspension of
              benefits under Section 5.07 shall not be deemed to be a cessation
              under this Section.

8.06   WHEN OPTION EFFECTIVE

       If a Participant who elects an option under this Article 8 dies prior to
       Normal Retirement Age or prior to the date his benefits commence, if
       earlier, the election shall be void and no benefit will be paid under the
       option. If the Participant's Contingent Annuitant, or Beneficiary if
       applicable, dies prior to the commencement of retirement benefits to the
       Participant and prior to the Participant's Normal Retirement Age, the
       Participant may either (a) designate another Contingent Annuitant, or
       Beneficiary, if applicable, prior to his Normal Retirement Age, (b)
       receive the form of benefit at retirement which would have

                                     - 56 -
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       been payable to him had the option not been elected, or (c) elect another
       optional form of benefit under Article 8. Notwithstanding the first
       sentence of this Section 8.06, if the Participant has elected a Deferred
       Retirement Date, and if the Participant dies after his Normal Retirement
       Date but before his Deferred Retirement Date, the Contingent Annuitant or
       Beneficiary, if applicable, shall receive the reduced amount of
       retirement benefit payable under the option. If the Participant has
       elected a Deferred Retirement Date, and if either the Contingent
       Annuitant or Beneficiary, if applicable, dies after the Participant's
       Normal Retirement Date but before his Deferred Retirement Date, the
       election shall be void and the Participant will receive the benefit which
       would have been payable to him had the option not been elected, unless
       another option is elected.

8.07   BENEFICIARY

       A Participant who elects an option under Section 8.03 or 8.04 shall
       designate, on a form provided by the Committee, a Beneficiary to receive
       any death benefit which may become payable under the designated option.
       The Participant may change his designation of Beneficiary from time to
       time by written notice filed with the Committee. If no designated
       Beneficiary survives to receive all benefits which may become due under
       the Plan, any such benefits becoming due shall be paid to any one or more
       of the following classes of successive Beneficiaries surviving the
       Participant: the Participant's (a) spouse, (b) issue, (c) parents, (d)
       brothers and sisters, or (e) executors and administrators.

8.08   LIMITATION OF ELECTION OF OPTION

       No option shall be effective under this Article if the anticipated effect
       would be to extend the period of payments beyond the joint life
       expectancy of the Participant and his Contingent Annuitant or
       Beneficiary; or would violate the minimum distribution incidental benefit
       requirement of Section 1.401(a)(9)-2 of the proposed regulations, or any
       provision of future law that amends, supplements, or supersedes such
       provision.

8.09   SPOUSAL CONSENT REQUIREMENT

       Notwithstanding anything herein contained to the contrary, the election
       by a married Participant of an optional form of benefit shall not take
       effect unless the requirements set forth in Section 5.024 have been
       satisfied.

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                    ARTICLE 9 - CHANGE IN STATUS AND TRANSFER

9.01   CHANGE IN STATUS FROM ELIGIBLE EMPLOYEE TO NON-ELIGIBLE EMPLOYEE

       If a Participant is included in this Plan for a part of his period of
       employment with the Employer or an Affiliated Employer and then loses his
       status as an Eligible Employee, as defined in this Plan, he will not
       accrue any further benefits under this Plan; however, all Service with
       the Employer or an Affiliated Employer will be taken into account in
       determining his eligibility rights to receive any benefits previously
       accrued under this Plan.

       In the event an Employee loses his status as an Eligible Employee, his
       benefit shall be determined using his Final Average Compensation, Covered
       Compensation, and years of Benefit Service on the date he ceases to be an
       Eligible Employee. If the Employee's status again changes and he becomes
       an Eligible Employee and resumes participation under the Plan, his years
       of Benefit Service shall be aggregated and his benefit shall be
       determined using his Final Average compensation and Covered Compensation
       on the latest date he ceases to be an Eligible Employee.

9.02   CHANGE IN STATUS FROM NON-ELIGIBLE EMPLOYEE TO ELIGIBLE EMPLOYEE

       If a Participant is included in this Plan after a period of Service with
       the Employer when he was not an Eligible Employee, as defined in this
       Plan, all his Service with the Employer or an Affiliated Employer will be
       counted only for purposes of determining his eligibility to participate
       in the Plan and his rights to receive benefits under this Plan.

9.021  NON-DUPLICATION OF BENEFITS

       If benefits are payable on account of the same period of employment with
       the Employer or an Affiliated Employer, under this Plan and another
       qualified defined benefit plan toward which the Employer contributes (or
       has contributed), the benefits payable under this Plan on account of such
       period shall be reduced by the Actuarial Equivalent of any benefit
       payable to him under such other plan calculated in the same form and
       manner as is the benefit payable under this Plan on account of the same
       period of Service. However, if such other

                                     - 58 -
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       Plan provides for a similar reduction of benefits, then this Section
       shall be disregarded with respect to an Eligible Employee whose most
       recent period of participation in this Plan is earlier than his most
       recent period of participation in such other plan.

9.03   TRANSFER IN EMPLOYMENT

       For purposes of determining vested benefits and eligibility, a direct
       transfer in employment between the Employer and a wholly owned subsidiary
       of the Employer, whether or not it adopts the Plan, shall not be deemed
       to effect any break in Service as to the Eligible Employee or Participant
       so transferring, as long as he retains his status as an Eligible Employee
       with such subsidiary. His Benefit Service with such subsidiary prior to
       the date of its adoption of the Plan shall be counted for purposes of the
       Plan to the extent specified in the vote of the board of directors of
       such subsidiary adopting the Plan. The Eligible Employee or Participant
       shall not lose his right to any Benefit Service he had accrued with the
       Employer prior to the date of his transfer in employment to the
       subsidiary, provided that there shall be no duplication in benefits based
       on such Benefit Service.

9.031  EMPLOYMENT WITH AN AFFILIATED EMPLOYER

       For purposes of determining a Participant's eligibility to participate in
       the Plan and his right to a Vested Benefit under Section 6.02, any
       employment with an Affiliated Employer shall be treated as Service with
       the Employer; such Service to be determined by the Committee in
       accordance with the Service provisions of Article 2 applied in a uniform,
       nondiscriminatory manner to all Participants and to be based on the
       employment records of the Affiliated Employer. In no event shall a person
       who has completed such Service enter the Plan prior to his employment
       with the Employer or accrue any benefits under the Plan in respect of
       such Service, except as provided in Section 9.03.

                                     - 59 -
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9.04   EMPLOYMENT WITH WATTS FLUIDAIR CO.

If a Participant was included in one of the Prior Plans and ceased to be an
       Employee, as defined in such Prior Plan, because prior to July 1, 1981 he
       entered employment with and became included in a pension plan of Watts
       Fluidair Co. (formerly known as Watts Fluid Power Co.), he will not
       accrue any further benefits under this Plan; however, all service earned
       with Watts Fluidair Co. will be taken into account in determining his
       eligibility rights to receive any benefits previously accrued under the
       Prior Plan. If a Participant who transferred from employment with Watts
       Regulator Co. to Watts Fluidair Co. prior to July 1, 1981 is included in
       this Plan after a period of employment with Watts Fluidair Co., all his
       service with Watts Fluidair Co. will be counted for purposes of
       determining his eligibility to participate in this Plan and his
       eligibility rights to receive benefits under this Plan, and will be
       counted for purposes of determining his Benefit Service hereunder. His
       accrued benefit as determined under Section 5.032 shall be reduced by the
       Actuarial Equivalent of the benefit payable to him under any Watts
       Fluidair Co. plan calculated in the same form and manner as the benefit
       payable under this Plan.

9.05   EMPLOYMENT WITH SPENCE ENGINEERING COMPANY, INC.

       If an Employee transfers from Spence Engineering Company Inc. to Watts
       Regulator Co. prior to December 31, 1987, his total service with Spence
       Engineering Company, Inc. will be counted for purposes of determining his
       eligibility to participate in this Plan and his eligibility to receive
       benefits under this Plan, and will be counted for purposes of determining
       his Benefit Service hereunder.

                                     - 60 -
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                           ARTICLE 10 - ADMINISTRATION

10.01  ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND TRUST
       ADMINISTRATION

       The Fiduciaries shall have only those powers, duties, responsibilities
       and obligations as are specifically given to them under this Plan or the
       Trust. Any power, duty, responsibility or obligation relating to the
       control, management, or administration of the Plan or Trust Fund which is
       not specifically allocated to any Fiduciary, or with respect to which the
       allocation is in doubt, shall be deemed allocated to the Employer. In
       general, the Employer shall have the sole responsibility for making the
       contributions, as specified in Article 11 and subject to the provisions
       of Article 11, necessary to provide benefits under the Plan. The
       Sponsoring Employer by action of its Board shall have the sole authority
       to appoint and remove the Trustee and the members of the Committee and to
       amend or terminate, in whole or in part, this Plan and the Trust. The
       Committee shall have the sole responsibility for the administration of
       this Plan, as specifically described in this Plan and the Trust. The
       Trustee shall have the sole responsibility for the administration of the
       Trust and the management of the Trust assets, except as otherwise
       specifically provided in this Plan and the Trust.

       The Sponsoring Employer, by written instrument filed with the records of
       the Plan, may designate fiduciary capacities and/or Fiduciaries other
       than those named herein. A Fiduciary may serve in more than one fiduciary
       capacity in respect to the Plan. A Fiduciary shall have the authority to
       delegate responsibilities, as provided above, and may employ one or more
       parties to render advice with regard to any responsibility he has under
       the Plan.

10.02  INDEMNIFICATION

       The Employer shall indemnify each member (and former member) of the
       Committee and any other employee, officer or director (and former
       employee, officer or director) of the Employer against any claims, loss,
       damage, expense and liability (other than amounts paid in settlement not
       approved by the Employer) reasonably incurred by him in connection with
       any action or failure to act to which he may be party by reason of his
       membership on the Committee or performance of an authorized duty or
       responsibility for or on behalf of the Employer pursuant to the Plan or
       Trust unless the same is determined to be the result of the individual's
       gross negligence or willful misconduct. Such indemnification by the
       Employer

                                     - 61 -
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       shall be made only to the extent (i) such expense or liability is not
       payable to or on behalf of such person under liability insurance
       coverage; and (ii) the Trust is precluded from assuming such expense or
       liability because of the operations of ERISA Section 410 or other
       applicable law. The foregoing right to indemnification shall be in
       addition to any other rights to which any such person may be entitled as
       a matter of law.

10.03  APPOINTMENT OF COMMITTEE

       The Plan shall be administered by a Committee consisting of at least
       three (3) persons who shall be appointed by and serve at the pleasure of
       the Board. A person who is selected as a member of the Committee also may
       serve in one or more other fiduciary capacities with respect to the Plan
       and may be a Participant. The Board shall have the right to remove any
       member of the Committee at any time, and a member may resign at any time
       by written resignation to the Board. The Board may fill by appointment
       any vacancy in the membership of the Committee. All usual and reasonable
       expenses of the Committee incurred by them in the administration of the
       Plan and Trust, including but not limited to fees and expenses of
       professional advisors referred to above, shall be paid by the Trust Fund
       unless such expenses are paid by the Employer. All or part of such
       expenses may be paid by the Employer, but the Employer shall be under no
       obligation to pay any such expenses. Any members of the Committee who are
       full-time employees of the Employer shall not receive compensation with
       respect to their services as a member of the Committee.

10.04  RECORDS AND REPORTS

       The Committee shall exercise such authority and responsibility as it
       deems appropriate in order to comply with the Code, ERISA, and
       governmental regulations issued thereunder relating to records of
       Participants, Service and Benefit Service, benefits, notifications to
       Participants, annual registration with the Internal Revenue Service, and
       annual reports to the Department of Labor. The Employer and the Committee
       shall each keep or cause to be kept such Employee and Participant data
       and other records, and shall each reasonably give notice to the other of
       such information, as shall be proper, necessary or desirable to
       effectuate the purpose of the Plan. Neither the Employer nor the
       Committee shall be required to duplicate any records kept by the other.

                                     - 62 -
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10.05  OTHER COMMITTEE POWERS AND DUTIES

       The Committee shall have such duties and powers as may be necessary to
       discharge its duties hereunder, including, but not by way of limitation,
       the following:

       (a)    To construe and interpret the Plan, including the supplying of any
              omissions in accordance with the intent of the Plan, decide all
              questions of eligibility, determine the amount, manner and time of
              payment of any benefits hereunder, and to authorize the payment of
              benefits;

       (b)    To prescribe forms and procedures to be followed by the
              Participants, spouses, and Beneficiaries filing applications for
              benefits;

       (c)    To prepare and distribute, in such manner as the Committee
              determines to be appropriate, information explaining the Plan;

       (d)    To receive from the Employer and from Participants such
              information as shall be necessary for the proper administration of
              the Plan;

       (e)    To furnish the Employer, upon request, such annual reports with
              respect to the administration of the Plan as are reasonable and
              appropriate;

       (f)    To receive, review and keep on file (as it may deem convenient or
              proper) reports of the financial condition, and of the receipts
              and disbursements, of the Trust Fund from the Trustee;

       (g)    To appoint, employ or designate individuals to assist in the
              administration of the Plan and any other agents it deems
              advisable, including legal and actuarial counsel;

       (h)    To make such equitable and practical adjustments as may be
              necessary to correct mistakes of fact or other errors; and

       (i)    To authorize amendments of the Plan by a Company officer, provided
              such amendments are of a non-substantive nature and do not
              significantly increase the cost of the Plan; and

                                     - 63 -
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       (j)    To exercise such other powers and duties as the Board may delegate
              to it.

       The Committee may retain auditors, accountants, physicians, actuaries,
       legal counsel and other professional advisors selected by it. The opinion
       of, or information and data contained in any certificate or report or
       other material prepared by any such auditor, physician, actuary,
       accountant, legal counsel, or other professional advisor, shall be full
       and complete authority and protection in respect of any action taken,
       suffered or omitted by the Committee or other Fiduciary in good faith and
       in accordance with such opinion or information and no member of the
       Committee or other Fiduciary shall be deemed imprudent by reason of any
       such action.

10.06  RULES AND DECISIONS

       The Committee may adopt such rules as it deems necessary, desirable or
       appropriate for the proper and efficient administration of the Plan and
       as are consistent with the provisions of the Plan. Rules and decisions of
       the Committee shall not discriminate in favor of officers, directors, or
       Highly Compensated Employees of the Employer. When making a determination
       or calculation, the Committee shall be entitled to rely upon information
       furnished by a Participant, spouse, Contingent Annuitant or Beneficiary,
       the Employer, the legal counsel of the Employer, an Actuary, consultant,
       or the Trustee. The Committee shall have and shall exercise complete
       discretionary authority to construe, interpret and apply all of the terms
       of the Plan, including all matters relating to eligibility for benefits,
       amount, time or form of benefits, and any disputed or allegedly doubtful
       Plan terms. Any such construction, administration, interpretation or
       application shall be final, binding and conclusive upon all persons
       including, but not by way of limitation, Employees, Participants,
       spouses, Contingent Annuitants, Beneficiaries, and their heirs, and
       personal representatives, and any other person claiming an interest under
       the Plan and shall not be deemed imprudent. In exercising such
       discretion, the Committee shall give controlling weight to the intent of
       the Plan.

                                     - 64 -
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10.07  COMMITTEE PROCEDURES

       The Committee may act at a meeting or in writing without a meeting. All
       decisions of the Committee shall be made by the vote of the majority
       including actions in writing taken without a meeting. The Committee may
       adopt such operating procedures and regulations as it deems desirable for
       the conduct of its affairs and may authorize a member, or each member, of
       the Committee to act on its behalf in certain administrative matters
       deemed by them to be routine in nature, including the execution of
       documents. No Committee member who is a Participant shall have any vote
       in any decision of the Committee made uniquely with respect to such
       Committee member or his benefits hereunder.

10.08  AUTHORIZATION OF BENEFIT PAYMENTS

       The Committee shall issue directions to the Trustee concerning all
       benefits which are to be paid from the Trust Fund pursuant to the
       provisions of the Plan, and certify that all such directions are in
       accordance with the Plan.

10.09  APPLICATION AND FORMS FOR PAYMENT

       The Committee shall require a Participant to complete and file with the
       Committee an application for distribution of benefits and all other forms
       approved by the Committee for the purpose and to furnish all pertinent
       information requested by the Committee. The Committee may rely upon all
       such information furnished to it, including the Participants current
       mailing address. To the extent that the Committee shall prescribe forms
       for use by the Participants, former Participants, and their respective
       spouses, Contingent Annuitants or Beneficiaries in communicating with the
       Employer or the Committee, as the case may be, and shall establish
       periods during which communications may be received, they and the
       Employer shall respectively be protected in disregarding any notice or
       communication for which a form shall so have been prescribed and which
       shall not be made on such form and any notice or communication for the
       receipt of which a period shall so have been established and which shall
       not be received during such period, or in accepting any notice or
       communication which shall not be made on the proper form and/or received
       during the proper period. The Employer and the Committee shall
       respectively also be protected in acting upon any notice or other
       communication purporting to be signed by any person and reasonably
       believed to be genuine and accurate, and shall not be deemed imprudent by
       reason of so doing.

                                     - 65 -
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10.10  CLAIMS PROCEDURE

       The Committee shall notify each Participant of his entitlement to receive
       benefits under this Plan, and shall provide appropriate forms on which
       application for such benefits may be made.

       Each Participant, spouse, Contingent Annuitant or Beneficiary claiming a
       benefit under the Plan must complete and file such application forms with
       the Committee. One Committee member (or his designee) shall be designated
       to review all applications for benefits. He shall notify the claimant in
       writing of his decision within ninety (90) days of his receipt of the
       application. If special circumstances require any extension of time (not
       to exceed ninety (90) days) for processing the claim, the claimant will
       be notified in writing of the extension prior to the expiration of the
       initial ninety (90) day period.

       The reviewing member of the Committee shall make all determinations on
       behalf of the Committee as to the right of any person to a benefit. Any
       denial by the reviewing Committee member of a claim for benefits shall be
       stated in writing and delivered or mailed to the claimant. The notice
       shall be written to the best of the reviewing Committee member's ability
       in a manner that may be understood without legal or actuarial counsel.
       Such notice shall set forth specific reasons for the denial, specific
       references to the pertinent Plan provisions on which the denial is based,
       an explanation of the Plan's claim review procedures, and, if applicable,
       a description of additional material or information necessary for the
       claimant to perfect his claim. If the reviewing Committee member rejects
       the application solely because the claimant failed to furnish certain
       necessary material or information, the notice shall explain what
       additional material is needed and why, and advise the claimant that he
       may refile a proper application under the above claim procedure.

10.11  APPEAL AND REVIEW PROCEDURE

       If a claim has been denied by the reviewing Committee member, the
       claimant may appeal the denial within sixty (60) days after his receipt
       of written notice thereof by submitting in writing to the Committee a
       request for review of the denial of such claim. A claimant may also
       submit a written statement of issues and comments concerning his claim,
       and he may request an opportunity to review the Plan, the Trust and any
       other pertinent documents

                                     - 66 -
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       (which shall be made available to him by the Committee within thirty (30)
       days after its receipt of a copy of the request) at a convenient location
       during regular business hours.

       If an appeal is made, the Committee shall render its final decision with
       the specific reasons therefor in writing and transmit it to the claimant
       by certified mail within 60 days of its receipt of the request for review
       (or within 120 days in the event a hearing is granted).

       All interpretations, determinations, and decisions of the Committee or
       its designated representative with respect to any issue herein will be
       final, conclusive, and binding upon all interested parties.

10.12  EVIDENCE

       Evidence required of anyone under the Plan may be given by certificate,
       affidavit, document or in such other form as the person to whom such
       evidence is given considers appropriate.

                                     - 67 -
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                        ARTICLE 11 - FUNDING OF THE PLAN

11.01  MEDIUM OF FUNDING

       The Plan will be funded through one or more Trust Funds established by
       the Employer.

11.02  CONTRIBUTIONS

       The Employer shall make such contributions to the Trust Fund from time to
       time as may be necessary to maintain the Plan on a sound actuarial basis
       and meet the funding requirements of ERISA. In determining such
       contributions, the earnings of the Trust Fund and any amounts forfeited
       by Terminated Participants shall be considered as a part of the Trust
       Fund in establishing the cost of maintaining the Plan.

11.03  FUND TO BE FOR THE EXCLUSIVE BENEFIT OF PARTICIPANTS

       The contributions made to the Trust Fund by the Employer under the Plan
       shall be for the exclusive benefit of Participants, Retired Participants,
       and Terminated Participants, and no part of the Trust Fund shall revert
       to the Employer, except such amounts as may remain after the satisfaction
       of all liabilities to Participants, Retired Participants, Terminated
       Participants, surviving spouses, Contingent Annuitants, and Beneficiaries
       upon termination of the Plan.

11.04  FORFEITURES

       All amounts forfeited by Terminated Participants shall be used to reduce
       the Employer's cost of the Plan, and shall not be used to increase the
       benefits of other Participants under the Plan.

11.05  INTERESTS OF PARTICIPANTS IN TRUST FUND

       No Participant shall have any right, title or interest in any part of the
       assets of any Trust Fund except as and to the extent expressly provided
       by the Plan.

                                     - 68 -
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11.06  PAYMENT OF EXPENSES

       It is intended that the administrative and all other expenses of the Plan
       shall be paid by the Trust Fund, unless such expenses are paid by the
       Employer. All or part of such expenses may be paid by the Employer, but
       the Employer shall be under no obligation to pay any such expenses.

                                     - 69 -
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                   ARTICLE 12 - PAYMENT OF RETIREMENT BENEFITS

12.01  PAYMENT OF SMALL AMOUNTS

       benefit commencement date

       In the event that the Actuarial Equivalent of the Participant's accrued
       benefit is $3,500 ($5,000 commencing October 1, 2001) or less on the
       determination date, the accrued benefit shall be automatically paid in a
       lump sum. Notwithstanding this above, if the Actuarial Equivalent of the
       Participant's accrued benefit derived from Employer contributions is
       $3,500 ($5,000 commencing October 1, 2001) or less, after distribution of
       the Participant's Accumulated Contribution Account, a Participant may
       elect to receive distribution of his remaining Employer provided accrued
       benefit provided the appropriate spousal consent as set forth in Section
       5.024 is obtained.

       No distribution may be made under this Section 12.01 after a
       Participant's benefit commencement date, unless the Participant and the
       Participant's spouse, or where the Participant has died, the surviving
       spouse consents in writing to such distribution.

12.02  DEEMED DISTRIBUTION

       If the Actuarial Equivalent of the vested portion of a Participant's
       accrued benefit is zero, the Participant shall be deemed to have received
       a single sum distribution of the vested portion of his accrued benefit on
       his date of termination of employment and the nonvested portion of his
       accrued benefit shall thereupon be forfeited. If such Participant resumes
       employment covered under the Plan before the date he incurs a Break in
       Service on or after January 1, 1985 which equals or exceeds the greater
       of five years or the number of years of Service which the Employee
       completed prior to the Break in Service, the nonvested portion of the
       accrued benefit forfeited pursuant to this Section 12.02 shall be
       restored on the Participant's date of reemployment.

                                     - 70 -
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12.03  PAYMENTS FOR INCAPACITATED PERSONS

       Whenever, in the Committee's opinion, a person entitled to receive any
       payment of a benefit, or installment thereof, hereunder is under a legal
       disability or is incapacitated in any way so as to be unable to manage
       his financial affairs, the Committee may direct the Trustee to make
       payments to the legal representative of such person. Any payment of a
       benefit or installment thereof in accordance with the provisions of this
       Section shall be a complete discharge of any liability for the making of
       such payment under the provisions of the Plan.

       If any Beneficiary of any Participant or former Participant shall be a
       minor, the Trustee shall be fully protected in making any payment
       required to be made to such minor to any person who shall be a custodian
       or guardian for such minor.

12.04  SPENDTHRIFT

       Except as provided in Section 12.05, no benefit payable at any time under
       the Plan shall be subject in any manner to alienation, anticipation,
       sale, transfer, assignment, pledge, attachment or encumbrance of any
       kind. No benefit and no Trust Fund established in connection with the
       Plan shall in any manner be subject to the debts or liabilities of any
       person entitled to such benefit. Effective August 5, 1997, the Plan shall
       recognize judgements or settlements described in Sections 401(a)(13)(C)
       and (D).

12.05  PAYMENT UNDER QUALIFIED DOMESTIC RELATIONS ORDERS

       Notwithstanding any provision of the Plan to the contrary, if there is
       entered any qualified domestic relations order (within the meaning of
       Section 414(p) of the Code and ERISA Section 206(d)(3)(B), as added by
       the Retirement Equity Act of 1984) that affects the payment of benefits
       hereunder, such benefits shall be paid in accordance with the applicable
       requirements of such order.

12.06  LATEST COMMENCEMENT OF BENEFITS

       In no case, unless the Participant otherwise elects in accordance with
       Section 401(a)(14) of the Code and the Treasury Regulations promulgated
       thereunder, will the payment of benefits to any Participant commence
       later than the 60th day after the latest of the following: (i) the close
       of the Plan Year of the Participant's Normal Retirement Date (as

                                     - 71 -
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       defined in Section 4.01); (ii) the close of the Plan Year in which occurs
       the tenth anniversary of the year in which the Participant commenced
       participation in the Plan; or (iii) the close of the Plan Year in which
       the Participant terminates his service with the Employer and all
       Affiliated Employers, subject to the requirements of Code Section
       401(a)(9).

12.07  COMMENCEMENT OF BENEFITS PRIOR TO NORMAL RETIREMENT AGE

       Notwithstanding anything herein to the contrary, except as provided in
       Section 12.01, no benefit shall commence to the Participant or the
       Participant's spouse prior to the date the Participant attains or would
       have attained his Normal Retirement Age without the consent of the
       Participant and the Participant's spouse, if required by applicable law.
       Such consent must be obtained not more than 90 days prior to the benefit
       commencement date.

12.08  DISTRIBUTION OF BENEFITS BEGINNING BEFORE DEATH AND AFTER DEATH

       (a)    DISTRIBUTION BEGINNING BEFORE DEATH. If distribution to the
              Participant has begun and the Participant dies before his entire
              Vested Benefit has been distributed, the remaining portion of such
              Vested Benefit shall be distributed to his Beneficiary or
              Contingent Annuitant, as least as rapidly as under the method of
              payment in effect at the Participant's date of death.

       (b)    DISTRIBUTION BEGINNING AFTER DEATH. If the Participant dies before
              commencement of his Vested Benefit, distribution of the
              Participant's entire Vested Benefit shall be completed by December
              31 of the calendar year containing the fifth anniversary of the
              Participant's death, except that:

              (i)    if the Participant's designated Beneficiary is an
                     individual other than the Participant's spouse, the
                     Participant's interest may be distributed over the life
                     expectancy of his Beneficiary, beginning on or before
                     December 31 of the calendar year immediately following the
                     calendar year in which the Participant died; and

              (ii)   if the Participant's designated Beneficiary is his spouse,
                     the Participant's interest may be distributed over the life
                     expectancy of his spouse, beginning on or before the later
                     of:

                                     - 72 -
<Page>

                     (A)    December 31 of the calendar year next following the
                            calendar year in which the Participant died; or

                     (B)    December 31 of the calendar year in which the
                            Participant would have attained age 70 1/2.

12.09  DIRECT ROLLOVER DISTRIBUTIONS

       Notwithstanding any provision of the Plan to the contrary, if any
       distribution to a Distributee (i) is made on or after January 1, 1993,
       (ii) totals $200 or more, and (iii) constitutes an Eligible Rollover
       Distribution, the Distributee may elect on a form provided by the
       Committee to have all or part of such Eligible Rollover Distribution paid
       in a direct rollover to an Eligible Retirement Plan selected by the
       Distributee. For this purpose, a Distributee, an Eligible Rollover
       Distribution, and an Eligible Retirement Plan shall be defined as
       follows:

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

       (b)    Eligible Rollover Distribution means any distribution of all or
              any portion of the balance to the credit of a Distributee, except
              that an Eligible Rollover Distribution does not include any
              distribution that is one of a series of substantially equal
              periodic payments (not less frequently than annually) made for the
              life (or life expectancy) of the Distributee or the joint lives
              (or joint life expectancies) of the Distributee and the
              Distributee's designated beneficiary, or for a specified period of
              ten years or more; any distribution to the extent such
              distribution is required under Section 401(a)(9) of the Code;
              effective January 1, 1999, any hardship distribution as defined by
              Code Section 401(k) (2)(B)(i)(IV); and the portion of any
              distribution that is not includable in gross income (determined
              without regard to the exclusion for net unrealized appreciation
              with respect to employer securities).

       (c)    Eligible Retirement Plan means a plan described below:

                                     - 73 -
<Page>

              (i)    an individual retirement account described in Section
                     408(a) of the Code;

              (ii)   an individual retirement annuity (other than an endowment
                     contract) described in Section 408(b) of the Code;

              (iii)  with respect to Participants and Distributees who are
                     alternate payees only, a qualified defined contribution
                     plan and exempt trust described in Sections 401(a) and
                     501(a) of the Code respectively, the terms of which permit
                     the acceptance of rollover contributions; or

              (iv)   with respect to Participants and Distributees who are
                     alternate payees only, an annuity plan described in Section
                     403(a) of the Code.

       If an election is made to have only a part of an eligible rollover
       distribution paid in a direct rollover, the amount of the direct rollover
       must total $500 or more.

       Direct rollovers shall be accomplished in accordance with procedures
       established by the Committee.

                                     - 74 -
<Page>

              ARTICLE 13 - AMENDMENTS TO OR TERMINATION OF THE PLAN

13.01  RIGHTS OF THE EMPLOYER TO AMEND OR TERMINATE

       (a)    While it is the intention of the Employer to continue the Plan
              indefinitely, the Employer reserves the right to modify, amend or
              terminate the Plan in whole or in part at any time by an
              instrument in writing pursuant to authority of a vote of the Board
              of Directors; provided, however, that the Plan shall not be
              amended in such manner as would cause or permit any part of the
              Trust to be diverted for purposes other than for the exclusive
              benefit of Participants, Retired Participants, and Terminated
              Participants; decrease a Participant's accrued benefit or
              eliminate an optional form of payment with respect to benefits
              accrued as of the later of the (a) the date such amendment is
              adopted, or (b) the date the amendment becomes effective; or to
              revert to or become the property of the Employer, prior to the
              satisfaction of all liabilities under the Plan with respect to
              Participants, Retired Participants, Terminated Participants,
              surviving spouses, Contingent Annuitants, and Beneficiaries.

       (b)    If any Plan amendment changes the vesting schedule set forth in
              Section 6.02, each Participant who has completed at least three
              (3) years of Service on the effective date of the change in the
              vesting schedule shall have his vesting percentage computed in
              accordance with the vesting schedule which produces the highest
              vested benefit.

13.02  TERMINATION OF THE PLAN

(a)    Upon termination of the Plan due to any reason, or partial termination in
       accordance with the regulations of the Treasury Department, the rights of
       all non-vested Participants affected by such termination to benefits
       accrued prior to the date of such termination shall be nonforfeitable.
       The assets of the Plan shall thereupon be allocated in accordance with
       the provisions of Sections 13.03 and 13.04. No Participant or any other
       person shall have the right to seek payment of benefits directly from the
       Employer and all persons shall look solely to the Trust Fund for payment
       of benefits. Such payments shall be made only to the extent that the
       funds held in the Trust are sufficient therefor, except as may be
       otherwise guaranteed by the Pension Benefit Guaranty Corporation.

                                     - 75 -
<Page>

(b)    Upon termination of the Plan, benefits of missing Participants shall be
       treated in accordance with Section 4050 of ERISA.

13.03  LIMITATIONS ON BENEFITS UPON TERMINATION

       The allocation of the amounts in Section 13.04 shall be based on the
       actuarial value of the benefit payable under the Plan at Normal
       Retirement Age as a life annuity, without death benefit, not in excess of
       the lesser of:

       (a)    100% of the Participant's monthly compensation averaged over the
       five consecutive years in which his compensation was the highest; or

       (b)    such amount as determined according to the regulations of the
       Pension Benefit Guaranty Corporation. Such amount shall be subject to
       adjustment each year to reflect changes in the Social Security
       contribution and benefit base, any such adjustments shall be in
       accordance with regulations issued by the Pension Benefit Guaranty
       Corporation.

13.04  ALLOCATION OF ASSETS

       After providing for the expenses incurred in terminating the Plan, the
       assets shall be used and applied for the benefit of Retired Participants
       (including surviving spouses, Contingent Annuitants, and Beneficiaries),
       Participants, and Terminated Participants who at the date of retirement
       or termination of employment may have been entitled to retirement
       benefits, to be allocated in the following order:

       (a)    FIRST: the accrued benefit equal to 10% of the Participant's
              Accumulated Contributions Account, plus 5% interest thereon from
              the date of termination, accrued to age 65.

       (b)    SECOND: If any assets remain after allocation for the purposes of
              paragraph (a), assets shall be allocated to provide pensions for
              life, on the basis of the Plan provisions in effect at the
              beginning of the five-year period ending on the date of Plan
              termination, to Retired Participants (including surviving spouses,
              Contingent Annuitants, and Beneficiaries receiving benefits) who
              have been receiving benefits

                                     - 76 -
<Page>

              for three years prior to the date of termination and Participants
              and Terminated Participants who have met the requirements for
              normal or early retirement benefit at least three years prior to
              the date of termination.

       (c)    THIRD: If any assets remain after allocation for the purposes of
              paragraphs (a) and (b), they shall be allocated to provide a
              benefit for life, on the basis of the Plan provisions in effect
              five years prior to the date of Plan termination, to all other
              Retired Participants (including surviving spouses, Contingent
              Annuitants, and Beneficiaries receiving benefits) and all other
              Participants and Terminated Participants who are not included in
              paragraph (a) and who have met the requirements for Normal or
              Early Retirement or for a Vested Benefit under Article 6 at the
              date of termination.

       (d)    FOURTH: If any assets remain after allocation for the purposes of
              paragraphs (a), (b), and (c), they shall be allocated to provide
              the benefit, if any, in excess of the benefit provided by the
              allocations under paragraphs (a), (b), and (c) necessary to bring
              the benefits of Retired Participants (including surviving spouses,
              Contingent Annuitants, and Beneficiaries) and all Participants and
              Terminated Participants who have met the requirements for Normal
              or Early Retirement or a Vested Benefit under Article 6 at the
              date of Plan termination up to the full amount of the accrued
              retirement benefit provided under the Plan as of the date of Plan
              termination, such benefits to be determined without regard to the
              maximum benefit stated in Section 13.03.

       (e)    FIFTH: If any assets remain after allocation for the purposes of
              paragraphs (a), (b), (c), and (d), they shall be allocated to
              provide benefits to all other Participants of the Plan on the date
              of Plan termination, such benefits to be determined without regard
              to the maximum benefit stated in Section 13.03.

       (f)    SIXTH: If any assets remain after the complete allocation for the
              foregoing purposes of this Article 13, they shall be returned to
              the Employer.

       If the allocable assets are insufficient to provide in full for the
       allocations under any of the foregoing paragraphs after the provision for
       all allocations under previous paragraphs, each allocation under such
       paragraph as to which assets are insufficient shall be reduced pro-rata.

                                     - 77 -
<Page>

       No allocations will be made under the foregoing Section with respect to
       any benefits accrued under the Plan after the Secretary of the Treasury
       has issued notice that the Plan does not meet the requirements of Section
       401(a) of the Code.

13.05  DISTRIBUTION MEDIA

       The allocations for which provision is made in this Article 13 may be
       accomplished through:

       (a)    group contracts or individual annuity contracts; or

       (b)    cash, or

       (c)    any combination of the foregoing.

                                     - 78 -
<Page>

     ARTICLE 14 - DISTRIBUTION LIMITATIONS AND EARLY TERMINATION PROVISIONS

14.01  DISTRIBUTION LIMITATIONS

       (a)    For purposes of this Section 14.01, the following terms shall have
              the indicated meaning:

              (i)    "BENEFITS" means the sum of the Participant's accrued
                     benefit and all other benefits to which he is entitled
                     under the Plan, but excluding any death benefit provided
                     for by insurance on the Participant's life.

              (ii)   "Restricted Participant" means, with respect to a Plan
                     Year, a Highly Compensated Employee who is a Participant
                     and who, if there are more than 25 Highly Compensated
                     Employees, is one of the 25 Highly Compensated Employees
                     with the highest Total Annual Pay, as defined in
                     subparagraph (iii) below.

                     An individual who is a Restricted Participant in a Plan
                     Year shall be a Restricted Participant in a subsequent Plan
                     Year only if he satisfies the conditions of the previous
                     sentence in such subsequent Plan Year.

                     If more than one individual has the same Total Annual Pay,
                     the younger individual shall be deemed to have the higher
                     Total Annual Pay.

              (iii)  "TOTAL ANNUAL PAY" means, with respect to any Plan Year:

                     (A)    In the case of a Highly Compensated Employee who is
                            not currently employed by the Employer or an
                            Affiliated Employer, the greater of his Section 415
                            Compensation (as defined in Section 5.04(c)) for the
                            Plan Year in which he ceased to be employed by the
                            Employer or an Affiliated Employer, or his Section
                            415 Compensation for the Plan Year immediately
                            preceding that Plan Year, and

                                     - 79 -
<Page>

                     (B)    In the case of a Highly Compensated Employee who is
                            currently employed by the Employer or an Affiliated
                            Employer, the greater of his Section 415
                            Compensation for the Plan Year in question or for
                            the prior Plan Year.

       (b)    Subject to paragraph (c) below, a Restricted Participant may not
              receive his Benefits under this Plan in the form of a single lump
              sum payment, or other benefit form under which payments during a
              single year would exceed the annual payments that would be made on
              behalf of such Participant under a single life annuity that is the
              Actuarial Equivalent of his benefits (other than the benefits
              described in paragraph (c)(iii) below).

       (c)    The limitation of paragraph (b) above shall not apply:

              (i)    to any payment, if the value of Plan assets after such
                     payment equals or exceeds 110% of the value of the Plan's
                     "CURRENT LIABILITIES" (within the meaning of Section
                     412(1)(7) of the Code); or

              (ii)   if the value of the Restricted Participant's Benefit is
                     less than 1% of the value of such current liabilities, or

              (iii)  to payment of benefits attributable to transferred balances
                     from defined contribution plans or to employee
                     contributions.

       (d)    In the event that Congress provides by statute, or the Internal
              Revenue Service provides by regulation or ruling, that the
              limitations set forth in this Section 14.01 are not necessary for
              the Plan to meet the requirements of Section 401(a) or other
              applicable provisions of the Code then in effect, such limitations
              shall become void and shall no longer apply without the necessity
              of further amendment to the Plan.

       (e)    Notwithstanding the foregoing, the limitations of paragraph (b)
              above shall not apply to any Restricted Participant otherwise
              subject thereto who enters into a prior written agreement with the
              Committee to the effect that if the Plan is terminated and
              distribution of benefits has been or will be made to such
              Participant regardless of the limitation of paragraph (b) above,
              such Participant (or, in the case of his death,

                                     - 80 -
<Page>

              his estate or representatives) shall repay to the Trustee a sum
              equal to the total amounts by which his benefits under the Plan
              shall exceed benefits determined under the preceding limitation
              ("Restricted Benefits").

                                     - 81 -
<Page>

                        ARTICLE 15 - TOP-HEAVY PROVISIONS

15.01  ARTICLE CONTROLS

       Any Plan provisions to the contrary notwithstanding, the provisions of
       this Article 15 shall control to the extent required to cause the Plan to
       comply with the requirements imposed by Section 416 of the Internal
       Revenue Code.

15.02  DEFINITIONS

       Where the following words and phrases appear in this Article 15, they
       shall have the respective meanings set forth below, unless their context
       clearly indicates to the contrary:

       (a)    ACCOUNT BALANCE

              As of any Valuation Date, the aggregate amount credited to an
              individual's account or accounts under a qualified defined
              contribution plan (excluding the employee contributions which were
              deductible within the meaning of Section 219 of the Code and
              rollover or transfer contributions made by or on behalf of such
              individual to such plan from another qualified plan, sponsored by
              an entity other than the Employer or an Affiliated Company)
              increased by (i) the aggregate distributions made to such
              individual from such plan during a five-year period ending on the
              Determination Date and (ii) the amount of any contributions due as
              of the Determination Date immediately following such Valuation
              Date;

       (b)    ACCRUED BENEFIT

              As of any Valuation Date, the present value (computed on the basis
              of the Assumptions) of the cumulative accrued benefit (excluding
              the portion thereof which is attributable to employee
              contributions which were deductible pursuant to Section 219 of the
              Code, to rollover or transfer contributions made by or on behalf
              of such individual to such plan from another qualified plan
              sponsored by an entity other than the Employer or an Affiliated
              Company, to proportional subsidies or to ancillary benefits) of an
              individual under a qualified defined benefit plan increased

                                     - 82 -
<Page>

              by the aggregate distributions made to such individual from such
              plan during a five-year period ending on the Determination Date;

       (c)    AFFILIATED COMPANY

              Any corporation or other business entity which is required to be
              aggregated with the Employer by reason of Section 414(b), 414(c)
              or 414(m) of the Code;

       (d)    AGGREGATION GROUP

              The group of qualified plans (including terminated plans
              maintained within the five-year period ending on the Determination
              Date) maintained by the Employer and each Affiliated Company
              consisting of (i) each plan in which a Key Employee participates
              and each other plan which enables a plan in which a Key Employee
              participates to meet the requirements of Section 401(a)(4) or 410
              of the Code, or (ii) each plan in which a Key Employee
              participates, each other plan which enables a plan in which a Key
              Employee participates to meet the requirements of Sections
              401(a)(4) and 410 of the Code and any other plan which the
              Employer elects to include as part of such group; provided,
              however, that the Employer may not elect to include a plan in such
              group if its inclusion would cause the group to fail to meet the
              requirements of Sections 401(a)(4) and 410 of the Code;

       (e)    ASSUMPTIONS

              For purposes of this Article 15, the interest rate and mortality
              assumptions specified in Section 1.02(a) of the Plan;

       (f)    DETERMINATION DATE

              For the first Plan Year of any plan, the last day of such Plan
              Year, and for each subsequent Plan Year of such plan, the last day
              of the preceding Plan Year;

                                     - 83 -
<Page>

       (g)    FORMER KEY EMPLOYEE

              With respect to any Plan Year, any individual who was a Key
              Employee in a previous Plan Year but who is not a Key Employee
              with respect to such Plan Year. For purposes of this definition, a
              beneficiary (who would not otherwise be a Key Employee) of a
              deceased Former Key Employee shall be deemed to be a Former Key
              Employee in substitution for such deceased Former Key Employee;

       (h)    HIGHEST AVERAGE COMPENSATION

              The highest annual average of the taxable compensation paid by the
              Employer to an Employee during any five (5) consecutive Plan Years
              (excluding Plan Years prior to the first Plan Year the Plan was
              top-heavy and excluding Plan Years subsequent to the last Plan
              Year the Plan was top-heavy), or during all of such Plan Years
              during which the Employee received taxable compensation from the
              Employer, if less than five (5);

       (i)    KEY EMPLOYEE

              With respect to any Plan Year, any individual who at any time
              during such Plan Year or during any of the four (4) Plan Years
              immediately preceding such Plan Year was (i) an officer of the
              Employer or an Affiliated Company having an annual compensation
              greater than 50% of the dollar limitation specified in Section
              415(b)(l)(A) of the Code for any such Plan Year, (ii) one of the
              ten employees having an annual compensation greater than the
              dollar limitation specified in Section 415(c)(l)(A) of the Code
              for any such Plan Year, and owning the largest interests in the
              Employer or an Affiliated Company and owning greater than a 1/2
              percent interest in the Employer or an Affiliated Company, (iii),
              an owner of five percent (5%) or more of the outstanding stock of
              the Employer or an Affiliated Company or of stock possessing five
              percent or more of the total combined voting power of all of the
              stock of the Employer or an Affiliated Company, or (iv) an
              employee whose Remuneration (during the Plan Year including the
              Determination Date) exceeded $150,000 and who was an owner of one
              percent or more of the outstanding stock of the Employer or an
              Affiliated Company or of stock possessing one percent or more of
              the total combined voting power of all of the stock of the

                                     - 84 -
<Page>

              Employer or an Affiliated Company. For 7purposes of this
              definition, (i) an individual shall be deemed to own stock owned
              by other individuals as provided in Section 318 of the Code, but
              substituting 5% for 50% in subparagraph (C) of Section 318(a)(2)
              of the Code, (ii) a beneficiary (who would not otherwise be a Key
              Employee) of a deceased Key Employee shall be deemed to be a Key
              Employee in substitution for such deceased Key Employee, and (iii)
              the total number of Key Employees who are officers of the Employer
              and the Affiliated Companies shall be limited to: if there is a
              total of less than thirty (30) employees of the Employer and the
              Affiliated Companies, three (3); if there is a total of more than
              thirty (30) but less than five hundred (500) employees of the
              Employer and the Affiliated Companies, ten percent (10%) of such
              total; and, if there is a total of more than five hundred (500)
              employees of the Employer and the Affiliated Companies, fifty
              (50);

       (j)    NON-KEY EMPLOYEE

              An individual who is not a Key Employee;

       (k)    PLAN YEAR

              With respect to any plan, the annual accounting period used by
              such plan for annual reporting purposes;

       (l)    REMUNERATION

              An individual's earned income, wages, salaries and other amounts
              actually paid or made available by the Employer or an Affiliated
              Company to such an individual during a Plan Year for personal
              services actually rendered in the course of employment with the
              Employer or an Affiliated Company (subject to exclusion of amounts
              specified by regulations promulgated under Section 415 of the
              Code);

                                     - 85 -
<Page>

       (m)    TOP-HEAVY SERVICE

              Each year of Service, excluding all years of Service credited
              prior to January 1, 1984 and all years of Service with respect to
              Plan Years for which the Plan was not top-heavy;

       (n)    VALUATION DATE

              With respect to any Plan Year of any defined contribution plan,
              the most recent date within the twelve (12) month period prior to
              a Determination Date as of which the trust fund established under
              such plan was valued and the net income (or loss) thereof
              allocated to Participants' accounts. With respect to any Plan Year
              of a defined benefit plan, the most recent date within a
              twelve-month period prior to a Determination Date as of which the
              plan assets were valued for purposes of computing plan costs for
              purposes of the requirements imposed under Section 412 of the
              Code.

15.03  TOP-HEAVY STATUS

       (a)    The Plan shall be deemed a top heavy plan for a Plan Year if, as
              of the Valuation Date preceding the applicable Determination Date,
              the sum of (1) the present value of accrued benefits of Key
              Employees under this Plan and all other defined benefit plans in
              the Aggregation Group, and (2) the account balances of Key
              Employees under all defined contribution plans in the Aggregation
              Group exceeds 60% of the sum of (3) the present value of accrued
              benefits of all Participants under this Plan and all other defined
              benefit plans in the Aggregation Group (but excluding Participants
              who are former Key Employees); and (4) the account balances of all
              Participants under all defined contribution plans in the
              Aggregation Group.

              For purposes of this test, the following rules shall apply:

              (i)    Subject to subparagraph (ii) below, any distributions from
                     this Plan or any other plan in the Aggregation Group, and
                     any accrued benefit distributed from any other plan in the
                     Aggregation Group during the five Plan Years ending on the
                     Determination Date shall be taken into consideration.

                                     - 86 -
<Page>

              (ii)   The benefits of and distributions to all former employees
                     who have not been credited with at least one Hour of
                     Service during the period of five years ending on the
                     Determination Date shall be disregarded, provided, however,
                     that if such former Employee again completes an Hour of
                     Service with the Employer after such five year period, such
                     former Employee's accounts shall be taken into
                     consideration.

                     Notwithstanding any provision of this paragraph (ii) to the
                     contrary, in any Plan Year in which this Plan is a top
                     heavy Plan, each Non-Key Employee who is also covered under
                     a defined contribution plan of the Employer, shall accrue a
                     Minimum Benefit as provided by this Plan.

              (iii)  If an Employee is not a Key Employee for the Plan Year
                     containing the Determination Date, but such individual was
                     a Key Employee during any previous Plan Year, the value of
                     his or her benefits and distributions shall not be taken
                     into consideration.

              (iv)   Solely for purposes of determining if the Plan or any other
                     plan in the Required Aggregation Group is a top heavy plan
                     for a Plan Year, the accrued benefits under any defined
                     benefit plans of Employees who are not Key Employees shall
                     be determined for Plan Years beginning after 1986 under the
                     method, if any, which is uniformly applied for accrual
                     purposes under all defined benefit plans maintained by the
                     Employer or an Affiliated Employer or, if there is no such
                     method, as if such benefit accrued not more rapidly than
                     under the slowest accrual rate permitted under Section
                     411(b)(1)(C) of the Code.

              (v)    The determination of account balances under all defined
                     contribution plans in the Aggregation Group shall be
                     increased for contributions due as of the Determination
                     Date to the extent required under Section 416 of the Code.

              (vi)   The determination of the present value of accrued benefits
                     under all defined benefit plans in the Aggregation Group
                     shall be based on the interest rate and mortality table
                     specified in Section 1.02(a).

                                     - 87 -
<Page>

              (vii)  Distributions, rollovers and trust to trust transfers shall
                     be taken into consideration to the extent required under
                     Section 416 of the Code.

              The calculation of the top heavy ratio shall be made in accordance
              with the provisions of Section 416 of the Code.

       (b)    If the Plan is determined to be top-heavy for a Plan Year, the
              annual retirement benefit of each Participant who is a Non-Key
              Employee shall not be less than the lesser of (i) or (ii), where

              (i)    is two percent (2%) of the Participant's Highest Average
                     Compensation multiplied by the Participant's Years of
                     Top-Heavy Service; and

              (ii)   is twenty percent (20%) of the Participant's Highest
                     Average Compensation.

              The minimum annual retirement benefit provided by the preceding
              sentence means the retirement benefit payable annually under the
              Plan in the form of a single life annuity with no ancillary
              benefits and beginning on the date the Participant attains Normal
              Retirement Age. If a Participant actually receives his benefit
              under the Plan in a different form or commencing at a different
              time, his benefit shall not be less than the Actuarial Equivalent
              (using the factors set forth in Section 1.02(c) of the foregoing
              minimum benefit;

       (c)    If the Plan is determined to be top-heavy for a Plan Year, the
              Vested Benefit of any Participant who completes an Hour of Service
              during such Plan Year or who terminates his service with the
              Employer during such Plan Year shall be determined in accordance
              with Section 6.02, but using the following vesting schedule:

<Table>
<Caption>
                           YEARS OF                 VESTED
                           SERVICE                PERCENTAGE
                      <S>                           <C>
                      Less than 3 years               0%
                       3 years or more              100%
</Table>

                                     - 88 -
<Page>

              If the vesting schedule under the Plan for any Plan Year shifts
              into or out of the above schedule because of the Plan's top heavy
              status, such shift shall be regarded as an amendment to the Plan's
              vesting schedule and the provisions of Section 13.01(b) shall be
              applied.

              The provisions of this paragraph (c) shall not be applied to
              reduce the Participant's vested percentage computed in accordance
              with the provisions of Section 6.02.

       (d)    In any Plan Year in which the Plan is top heavy but not super top
              heavy (substituting 90% for 60% in subparagraph(a) above), Section
              5.041(d)(ii) shall be applied by substituting "100%" for "125%"
              unless the Sponsoring Employer amends subparagraph (b)(i) above by
              substituting "3%" for "2%" therein. Effective January 1, 2000,
              this paragraph (d) shall no longer be applicable.

       (e)    In any Plan Year in which the Plan is super top heavy, the factor
              of "125%" shall be changed to "100%" in Section 5.041(d)(ii).
              Effective January 1, 2000, this paragraph (e) shall no longer be
              applicable.

15.04  TERMINATION OF TOP-HEAVY STATUS

       Except as specifically provided in Section 15.03(c), if the Plan has been
       deemed to be top-heavy for one or more Plan Years and thereafter ceases
       to be top-heavy, the provisions of this Article 15 shall cease to apply
       to the Plan effective as of the day following the Determination Date on
       which it is determined to no longer be top-heavy, provided, however, that
       the accrued benefit of any Participant under the Plan shall not be less
       than the minimum benefit which such Participant had accrued under Section
       15.03(b) as of the last day of the last Plan Year for which the Plan was
       top-heavy.

                                     - 89 -
<Page>

                           ARTICLE 16 - MISCELLANEOUS

16.01  RIGHTS AGAINST THE EMPLOYER

       Neither the establishment of the Plan, nor the Trust Fund, nor any
       modification thereof, nor the payment of benefits hereunder shall be
       construed as giving any Employee or Participant the right to be retained
       in the service of the Employer or as interfering with the right of the
       Employer to discharge any Employee at any time.

16.02  RETURN OF CONTRIBUTIONS

       (a)    In the event that the Commissioner of Internal Revenue (or his or
              her delegate) determines that the Plan is not initially qualified
              under the Code, any Employer contributions made to the Plan shall
              be returned to the Employer within one year after the date the
              initial qualification is denied, provided application for
              qualification is made by the time prescribed by law for filing the
              Employer's return for the fiscal year in which the Plan is
              adopted, or such later date as the Secretary of the Treasury may
              prescribe.

       (b)    Nothing herein shall prohibit a return to the Employer, within one
              year after payment, of excess sums contributed to the Trust Fund
              as a result of a mistake of fact.

       (c)    Each employer contribution is specifically conditioned on the
              deductibility of the contribution under Section 404 of the Code,
              and to the extent such contribution, or any part thereof, is
              disallowed, the contribution, or any part thereof that is
              disallowed, shall be returned to the Employer within one year
              after the date of disallowance.

       (d)    The return of a contribution to the Employer pursuant to paragraph
              (b) or (c) above shall be permitted hereunder only if the amount
              so returned (i) is the excess of the amount actually contributed
              over the amount which would have otherwise been contributed, (ii)
              does not include the earnings attributable to such contribution
              and (iii) is reduced by any losses attributable to such
              contribution.

                                     - 90 -
<Page>

16.03  MERGER

       Unless otherwise permitted by law or regulations, the Plan shall not be
       merged into, or consolidated with, nor shall any assets or liabilities be
       transferred to, any other pension or retirement plan under circumstances
       resulting in a transfer of assets or liabilities from the Plan to such
       other plan unless immediately after any such merger, consolidation or
       transfer each Employee would if such other plan then terminated, receive
       a benefit which is equal to or greater than the benefit he would have
       been entitled to receive immediately before the merger, consolidation or
       transfer, if the Plan had then terminated.

16.04  LEASED EMPLOYEES

       For purposes of the Plan, the term "leased employee" means any person who
       would not otherwise be considered an Employee but who, pursuant to an
       agreement between the Employer or an Affiliated Employer and a leasing
       organization (within the meaning of Section 414(n)(2) of the Code) has
       performed services for the Employer or Affiliated Employer on a
       substantially full time basis for a period of at least one year, and such
       services are performed under the primary direction or control of the
       Employer or Affiliated Employer. Contributions or benefits provided a
       leased employee by the leasing organization which are attributable to
       services performed for the Employer or Affiliated Employer shall be
       treated as provided by the Employer or Affiliated Employer.

       A leased employee shall not be considered an Employee if:

       (a)    Such individual is covered by a money purchase pension plan
              providing (i) a nonintegrated employer contribution rate of at
              least ten percent of his "Section 415 Compensation" (as defined in
              Section 5.04(c)), but including amounts contributed pursuant to a
              salary reduction agreement which are not includable in gross
              income under Section 125, 402(a)(8), 402(h), or 403(b) of the
              Code, (ii) immediate participation, and (iii) full and immediate
              vesting; and

       (b)    leased employees constitute twenty percent or less of the
              Employer's or Affiliated Employer's nonhighly compensated
              workforce (within the meaning of Section 414(n)(5)(C)(ii) of the
              Code).

                                     - 91 -
<Page>

16.05  APPLICABLE LAW

       The provisions of this Plan shall be governed and construed in accordance
       with the laws of the Commonwealth of Massachusetts.

16.06  HEADINGS

       The headings of the Plan are inserted for convenience of reference only,
       and shall have no effect upon the meaning of the provisions hereof.

16.07  GENDER AND NUMBER

       Wherever used in this instrument, a masculine person shall be deemed to
       include the masculine and feminine gender, and a singular word shall be
       deemed to include the singular and plural, in all cases where the context
       requires.

IN WITNESS WHEREOF, Watts Industries, Inc. has caused this instrument to be
executed by its authorized officer and its seal affixed hereto this 28 day of
January, 2003

                                             WATTS INDUSTRIES, INC.

(Seal)

                                             By /s/ William C. McCartney

                                     - 92 -
<Page>

                                     PART A

                             WATTS INDUSTRIES, INC.
                                  PENSION PLAN

                             WATTS INDUSTRIES, INC.

                               HOURLY PENSION PLAN


             (Amended and Restated Effective as of January 1, 1997)

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                               <C>
INTRODUCTION....................................................................................................  i

ARTICLE I - DEFINITIONS

       1.01       Actuarial Equivalent............................................................................1
       1.02       Actuary.........................................................................................2
       1.03       Affiliated Employer.............................................................................2
       1.04       Beneficiary.....................................................................................2
       1.05       Benefit Commencement Date.......................................................................3
       1.06       Board of Directors or Board.....................................................................3
       1.07       Code............................................................................................3
       1.08       Committee.......................................................................................3
       1.09       Contingent Annuitant............................................................................3
       1.10       Effective Date..................................................................................3
       1.11       Eligible Employee...............................................................................3
       1.12       Employee........................................................................................3
       1.13       Employer........................................................................................4
       1.14       ERISA...........................................................................................4
       1.15       Fiduciary.......................................................................................4
       1.16       Highly Compensated Employee.....................................................................4
       1.17       Limitation Year.................................................................................5
       1.18       Normal Retirement Age...........................................................................5
       1.19       Participant.....................................................................................5
       1.20       Plan............................................................................................5
       1.21       Plan Administrator..............................................................................6
       1.22       Plan Year.......................................................................................6
       1.23       Prior Plan......................................................................................6
       1.24       Retired Participant.............................................................................6
       1.25       Social Security Retirement Age..................................................................6
       1.26       Sponsoring Employer.............................................................................6
       1.27       Terminated Participant..........................................................................6
       1.28       Trust...........................................................................................6
       1.29       Trust Fund or Trust.............................................................................6
       1.30       Trustee.........................................................................................6

ARTICLE 2 - SERVICE

       2.01       Service Prior to January 1, 1985................................................................7
       2.02       Service On and After January 1, 1985............................................................7
       2.021      Break in Service Defined On and After January 1, 1985...........................................8
       2.022      Break In Service Rules Applicable to Years of Service On and After January 1, 1985..............8
</Table>

<Page>

<Table>
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ARTICLE 2 - SERVICE (CON'T)

       2.03       Hours of Service Defined........................................................................9
       2.04       Benefit Service Prior to January 1, 1985.......................................................11
       2.05       Benefit Service On and After January 1, 1985...................................................11
       2.06       Veteran's Benefits.............................................................................12

ARTICLE 3 - PARTICIPATION

       3.01       Participation Requirements.....................................................................13
       3.02       Participation Upon Employment..................................................................16

ARTICLE 4 - RETIREMENT DATES

       4.01       Normal Retirement Date........................................................................ 17
       4.02       Early Retirement Date..........................................................................17
       4.03       Deferred Retirement Date.......................................................................17

ARTICLE 5 - RETIREMENT BENEFITS

       5.01       Form of Normal Retirement Benefit............................................................. 18
       5.02       Spouse Joint and Survivor Annuity..............................................................18
       5.021      Amount of Spouse Joint and Survivor Annuity....................................................18
       5.022      Election out of Spouse Joint and Survivor Annuity..............................................18
       5.023      Information Furnished to Participant...........................................................19
       5.024      Spousal Consent Required.......................................................................20
       5.03       Amount of Normal Retirement Benefit for Regtrol, Inc. Employees................................21
       5.0301     Amount of Normal Retirement Benefit for Webster Valve Division Employees.......................22
       5.0302     Amount of Normal Retirement Benefit for Webster Foundry Division Employees.....................22
       5.0303     Amount of Normal Retirement Benefit for KF Industries, Inc. Employees..........................23
       5.0304     Amount of Normal Retirement Benefit for Leslie Controls, Inc. Employees........................23
       5.0305     Amount of Normal Retirement Benefit for Rudolph LaBranche, Inc. Employees......................24
       5.0306     Amount of Normal Retirement Benefit for Watts Automatic Control Valve Company Employees........24
       5.0307     Amount of Normal Retirement Benefit for Circle Seal Controls Employees.........................25
       5.0308     Amount of Normal Retirement Benefit for Eagle Valve Company, Inc. Employees....................25
       5.0309     Amount of Normal Retirement Benefit for Contromatics, Inc. Employees.......................... 26
</Table>

<Page>

<Table>
<S>                                                                                                              <C>
ARTICLE 5 - RETIREMENT BENEFITS (CON'T)

       5.0310     Amount of Normal Retirement Benefit for Anderson-Barrows Employees............................ 26
       5.0311     Amount of Normal Retirement Benefit for Ames Company Employees................................ 26
       5.0312     Amount of Normal Retirement Benefit for Aerodyne Controls Corporation Employees................27
       5.0313     Amount of Normal Retirement Benefit for McCraney, Inc. (DBA "Spacemaker") or
                  Watts Radiant, Inc. Employees..................................................................27
       5.0314     Amount of Normal Retirement Benefit for Premier Manufactured Systems Inc. Employees............28
       5.04       Maximum Annual Benefit.........................................................................28
       5.041      Limitation Applicable to Defined Contribution Plan Participants................................32
       5.042      Affiliated Employers...........................................................................34
       5.05       Early Retirement Benefit.......................................................................34
       5.051      Social Security Option.........................................................................35
       5.06       Deferred Retirement Benefit....................................................................35
       5.07       Suspension of Benefit Distributions............................................................37
       5.08       Retirement Prior to January 1, 1985............................................................39
       5.09       Participants Who Attained Normal Retirement Age or Who Retired Prior to January 1, 1986........39
       5.10       Transfer Adjustment to Normal Retirement Benefit...............................................39
       5.11       Disability Retirement Benefits.................................................................40

ARTICLE 6 - TERMINATION OF SERVICE

       6.01       Requirements for Vested Benefits...............................................................41
       6.02       Vested Benefits................................................................................41
       6.021      Computation of a Vested Benefit................................................................41
       6.022      Early Commencement of a Vested Benefit.........................................................41

ARTICLE 7 - DEATH OF PARTICIPANT

       7.01       Death Prior to Retirement......................................................................43
       7.02       Surviving Spouse Benefit.......................................................................43
       7.03       Amount of Surviving Spouse Benefit.............................................................43
       7.04       Death After Commencement of Benefits or Normal Retirement Age..................................44

ARTICLE 8 - OPTIONAL FORMS OF BENEFIT

       8.01       Time for Election..............................................................................46
       8.02       Contingent Annuitant Option....................................................................46
       8.03       Ten Year Certain Life Annuity Option...........................................................46
       8.04       When Option Effective..........................................................................47
       8.05       Beneficiary....................................................................................47
</Table>

<Page>

<Table>
<S>                                                                                                              <C>
ARTICLE 8 - OPTIONAL FORMS OF BENEFIT (CON'T)

       8.06       Limitation of Election of Option...............................................................47
       8.07       Spousal Consent Requirement....................................................................48

ARTICLE 9 - CHANGE IN STATUS AND TRANSFER

       9.01       Change in Status from Eligible Employee to Non-Eligible Employee...............................49
       9.02       Change in Status from Non-Eligible Employee to Eligible Employee...............................49
       9.021      Non-Duplication of Benefits....................................................................49
       9.03       Transfer in Employment.........................................................................50
       9.031      Employment with an Affiliated Employer.........................................................50

ARTICLE 10 - ADMINISTRATION

      10.01       Allocation of Responsibility Among Fiduciaries for Plan and Trust Administration...............51
      10.02       Indemnification................................................................................51
      10.03       Appointment of Committee.......................................................................52
      10.04       Records and Reports............................................................................52
      10.05       Other Committee Powers and Duties..............................................................53
      10.06       Rules and Decisions............................................................................54
      10.07       Committee Procedures...........................................................................54
      10.08       Authorization of Benefit Payments..............................................................55
      10.09       Application and Forms for Payment..............................................................55
      10.10       Claims Procedure...............................................................................55
      10.11       Appeal and Review Procedure....................................................................56
      10.12       Evidence.......................................................................................57

ARTICLE 11 - FUNDING OF THE PLAN

      11.01       Medium of Funding..............................................................................58
      11.02       Contributions..................................................................................58
      11.03       Fund to be for the Exclusive Benefit of Participants...........................................58
      11.04       Forfeitures....................................................................................58
      11.05       Interests of Participants in Trust Fund........................................................58
      11.06       Payment of Expenses............................................................................59

ARTICLE 12 - PAYMENT OF RETIREMENT BENEFITS

      12.01       Payment of Small Amounts.......................................................................60
      12.02       Deemed Distribution............................................................................60
      12.03       Payments for Incapacitated Persons.............................................................60
      12.04       Spendthrift....................................................................................61
      12.05       Payment Under Qualified Domestic Relations Orders..............................................61
      12.06       Latest Commencement of Benefits................................................................61
      12.07       Commencement of Benefits Prior to Normal Retirement Age........................................61
</Table>

<Page>

<Table>
<S>                                                                                                              <C>
ARTICLE 12 - PAYMENT OF RETIREMENT BENEFITS (CON'T)

      12.08       Distribution of Benefits Beginning Before Death and After Death................................62
      12.09       Distribution Limitations.......................................................................63
      12.10       Direct Rollover Distributions..................................................................65

ARTICLE 13 - AMENDMENTS TO OR TERMINATION OF THE PLAN

      13.01       Rights of the Employer to Amend or Terminate...................................................67
      13.02       Termination of the Plan........................................................................67
      13.03       Limitations on Benefits Upon Termination.......................................................68
      13.04       Allocation of Assets...........................................................................68
      13.05       Distribution Media.............................................................................70

ARTICLE 14 - TOP-HEAVY PROVISIONS

      14.01       Article Controls...............................................................................71
      14.02       Definitions....................................................................................71
      14.03       Top-Heavy Status...............................................................................75
      14.04       Termination of Top-Heavy Status................................................................78

ARTICLE 15 - MISCELLANEOUS

      15.01       Rights Against the Employer....................................................................79
      15.02       Return of Contributions........................................................................79
      15.03       Merger.........................................................................................80
      15.04       Leased Employers...............................................................................80
      15.05       Applicable Law.................................................................................81
      15.06       Headings.......................................................................................81
      15.07       Gender and Number..............................................................................81
</Table>

<Page>

                                  INTRODUCTION

The Watts Industries, Inc. Hourly Pension Plan, previously known as the Watts
Regulator Co. Hourly Pension Plan, (hereinafter the "Plan") was established,
effective January 1, 1985, as a successor to and a continuation of (i) the
Webster Foundry Division Hourly Pension Plan, (ii) the Webster Valve Division
Hourly Pension Plan, and (iii) the Regtrol, Inc. Hourly Pension Plan
(hereinafter the "Prior Plans").

Effective October 18, 1999, all liabilities determined as of October 18, 1999
attributable to active Participants who become Employees of CIRCOR
International, Inc. ("CIRCOR") as a result of the corporate spin-off and all
allocable assets associated with such liabilities as determined pursuant to
Section 4044 of ERISA using the "safe harbor" assumptions used by the Pension
Benefit Guaranty Corporation, as required by Treasury Regulation Section
1.414(l)-1(b)(5)(ii), shall be transferred to the CIRCOR International, Inc.
Retirement Plan for Hourly Employees (CIRCOR Hourly Plan).

The physical transfer of assets shall be completed as soon as practicable
following receipt by CIRCOR of a favorable determination letter from the
Internal Revenue Service to the effect that the CIRCOR Hourly Plan meets the
qualification requirements of Code Section 401(a) or an opinion from CIRCOR's
legal counsel reasonably satisfactory to Watts Industries, Inc. to the effect
that the CIRCOR Hourly Plan meets the qualification requirements of Code Section
401(a).

The amount of assets to be transferred to the CIRCOR Hourly Plan will be equal
to the October 18, 1999 allocated amount, which shall be based on the fair
market value of Plan assets as of October 18, 1999 plus any portion of the
minimum required contribution for the 1999 Plan year not contributed by October
18, 1999, plus investment return as earned by the trust from October 18, 1999 to
the most recent trust statement date prior to the transfer date, plus interest
based upon the average of the three-month Treasury bill rates as published by
the Wall Street Journal from the most recent monthly trust statement date to the
transfer, date, less allocated benefit payments and expenses from October 18,
1999 to the transfer date.

The Plan was last restated by Watts Industries, Inc. (hereinafter the
"Sponsoring Employer") effective January 1, 1994 to comply with the Tax Reform
Act of 1986, the Omnibus Budget Reconciliation Acts of 1986, 1987, 1989 and
1993, the Technical and Miscellaneous Revenue Act of 1988, and the Unemployment
Compensation Amendments of 1992. The Sponsoring Employer is hereby amending and
restating the Plan, unless specifically stated otherwise, effective January 1,
1997 to comply with the General Agreement on Tariffs and Trade, the Uniformed
Services Employment and Reemployment Rights Act, Small Business Job Protection
Act of 1996, the Tax Reform act of 1997, and the Internal Revenue Service
Restructuring and Reform Act of 1998.

                                       (i)
<Page>

Effective December 31, 2001, the Plan shall be merged into the Watts Industries,
Inc. Retirement Plan for Salaried Employees, which effective January 1, 2002
shall be renamed the Watts Industries, Inc. Pension Plan and its terms and
conditions shall be incorporated into and made a part thereof as Part A.

It is the intention of the Sponsoring Employer that the Plan as herein amended
and restated shall continue to be recognized as a qualified pension plan under
Sections 401(a) and 501(a) of the Internal Revenue Code. The provisions of the
Plan as set forth in this Plan document shall apply only to an Eligible Employee
who terminates employment on or after the effective date of a provision as set
forth herein. The rights and benefits, if any, of an Employee who terminated
employment prior to the effective date of a provision as set forth herein shall
be determined in accordance with the provisions of the Plan as in effect on the
date his employment terminated.

                                      (ii)
<Page>

                             ARTICLE I - DEFINITIONS

The following words and phrases shall be defined as stated unless a different
meaning is plainly required by the context:

1.01   "ACTUARIAL EQUIVALENT" or any term of similar import, wherever used in
       the Plan, means a benefit of equivalent value determined as follows:

       (a)    For purposes of Section 14.02(e), Actuarial Equivalents will be
              determined using a 5% interest rate and the UP-1984 Mortality
              Table for Employees and the UP-1984 Mortality Table set back 3
              years for Beneficiaries;

       (b)    The following provisions of this subsection (b) shall apply to
              Limitation Years beginning on or after January 1, 1995. For
              purposes of Section 5.04(e), the Actuarial Equivalent shall be
              determined using either the arithmetical factors specified in
              Section 5.05(b) or an interest rate of 5% and the mortality table
              prescribed by the IRS Commissioner in Rev. Rul. 95-6, 1995-1 CB
              80, whichever produces a larger reduction in the maximum annual
              amount. For purposes of Section 5.04(f), the Actuarial Equivalent
              shall be determined using either an interest rate of 7% and the
              UP-1984 Mortality Table or an interest rate of 5% and the
              mortality table prescribed by the IRS Commissioner in Rev. Rul.
              95-6, 1995-1 CB 80, whichever produces the smaller increase in the
              maximum annual amount. For purposes of Section 5.04(g), Actuarial
              Equivalent will be determined using either an interest rate of 7%
              and the UP-1984 Mortality Table or an interest rate of 5% and the
              mortality table prescribed by the IRS Commission in Rev. Rul.
              95-6, 1995-1 CB 80, whichever produces the smaller single life
              annuity. If the benefit is payable in the form of a lump sum
              payment, the 5% interest rate shall be replaced by the rate on
              30-year Treasury Constant Maturities for the month of November
              prior to the Plan Year of the distribution date;

       (c)    For purposes of Section 5.021, 5.051, 6.022, 8.02, 8.03 and
              14.03(b), Actuarial Equivalents will be determined using a 7%
              interest rate and the UP-1984 Mortality Table for Employees and
              the UP-1984 Mortality Table set back 3 years for Beneficiaries;

                                      - 1 -
<Page>

       (d)    For purposes of Section 12.01, Actuarial Equivalents will be
              determined as follows: (i) prior to October 1, 1995, by using the
              rates and mortality table described in (c) above, except that the
              interest rate for immediate annuities set by the Pension Benefit
              Guaranty Corporation for the month of payment for lump sum
              payments will be used, and (ii) on or after October 1, 1995, by
              using an interest rate equal to the interest rate on 30-year
              Treasury Constant Maturities for (A) January, 1995 for
              distributions made during the period commencing October 1, 1995
              and ending December 31, 1995 or (B) October of the Plan Year prior
              to the Plan Year of distribution for distributions made on or
              after January 1, 1996;

       (e)    For purposes of Article 13, Actuarial Equivalents shall be
              determined as specified in regulations promulgated by the Pension
              Benefit Guaranty Corporation.

1.02   "ACTUARY" means the actuarial consultant or actuarial consultants
       designated from time to time to make actuarial computations in connection
       with the Plan.

1.03   "AFFILIATED EMPLOYER" means any of the following (other than the
       Employer):

       (a)    Any corporation which is a member of a controlled group of
              corporations which includes the Employer, determined under the
              provisions of Section 414(b) of the Code;

       (b)    Any trade or business which is under common control (as defined in
              Section 414(c) of the Code) with the Employer;

       (c)    Any organization which is a member of an affiliated service group
              (as defined in Section 414(m) of the Code) which includes the
              Employer; and

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

       A corporation, trade or business or member of an affiliated service group
       shall be treated as an Affiliated Employer only while it is a member of
       the controlled group.

1.04   "BENEFICIARY" means any person other than a Contingent Annuitant entitled
       to receive any death benefits payable upon the death of the Participant.

                                      - 2 -
<Page>

1.05   "BENEFIT COMMENCEMENT DATE" means the first day of the month on which an
       amount is paid in accordance with the provisions of the Plan. If benefit
       payments are suspended pursuant to Section 5.07 for a Participant who has
       not terminated employment and who does not receive a benefit payment, the
       recommencement of benefit payments shall be treated as a new Benefit
       Commencement Date.

1.06   "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors of the
       Sponsoring Employer.

1.07   "CODE" means the Internal Revenue Code of 1986, as amended from time to
       time. Reference to a specific provision of the Code shall include such
       provision, any valid regulation or ruling promulgated thereunder, and any
       provision of future law that amends, supplements, or supersedes such
       provision.

1.08   "COMMITTEE" means the Pension Committee appointed to administer the Plan
       as set forth in Article 10.

1.09   "CONTINGENT ANNUITANT" means the person designated by the Participant to
       receive a benefit under the Contingent Annuitant Option following the
       death of the Participant in accordance with Article 8.

1.10   "EFFECTIVE DATE" means January 1, 1997 for this restated Plan. The
       original Effective Date of the Plan is January 1, 1985.

1.11   "ELIGIBLE EMPLOYEE" means any person who is an Employee of the Employer
       and whose remuneration is regularly computed on an hourly, daily,
       piecework, or other comparable basis, thereby excluding any person whose
       remuneration is regularly computed on an annual, monthly, semi-monthly,
       weekly, commission or other comparable basis. The term "Employee" shall
       not include any person employed by the Employer who is covered under a
       collective bargaining agreement which does not provide for participation
       in this Plan, or any Employee who is a leased employee within the meaning
       of Section 414(n)(2) of the Code.

1.12   "EMPLOYEE" means any person currently employed by the Employer or an
       Affiliated Employer. The term "Employee" also includes any leased
       employees of the Employer or an Affiliated Employer within the meaning of
       Section 414(n)(2) of the Code to the extent such employees are deemed to
       be "Employees" in accordance with the provisions of Section 15.04.

                                      - 3 -
<Page>

1.13   "EMPLOYER" means Watts Industries, Inc., or any successor thereto, and
       any other entity now or hereafter affiliated with Watts Industries, Inc.
       which adopts this Plan by vote of its board of directors and with the
       consent of Watts Industries, Inc. As of January 1, 1997, the following
       entities affiliated with Watts Industries, Inc. have adopted the Plan and
       are therefore considered to be an Employer: Watts Regulator Co., KF
       Industries, Inc., Leslie Controls, Inc., Rudolph Labranche, Inc., Watts
       Automatic Control Valve Co., Inc., Circle Seal Controls, Inc.,
       Anderson-Barrows Metal Corporation and Webster Valve, Inc. Effective
       January 1, 2001, the term "Employer" also includes McCraney, Inc. (dba
       "Spacemaker") and "Watts Heatway, Inc." (now called Watts Radiant, Inc.)
       Effective October 18, 1999, Industrial Products Division, KF Industries,
       Inc., Circle Seal Controls, Inc. and Leslie Controls are no longer
       considered to be an Employer due to their spinoff to CIRCOR
       International, Inc.

       The term "Employer" also includes all of the foregoing as the context may
       require.

1.14   "ERISA" means the Employee Retirement Income Security Act of 1974, as
       amended from time to time. Reference to a specific provision of ERISA
       shall include such provision, any valid regulation or filing promulgated
       thereunder, and any provision of future law that amends, supplements, or
       supersedes such provision.

1.15   "FIDUCIARY" means the Employer, the Committee, the Trustee, and/or other
       parties named as Fiduciaries pursuant to Section 10.1, but only with
       respect to the specific responsibilities of each for Plan and Trust
       administration, as described in Article 10.

1.16   "HIGHLY COMPENSATED EMPLOYEE" means, with respect to a Plan Year, any
       Employee who performs services for the Employer or an Affiliated Employer
       during the Determination Year and who:

       (a)    Was a 5% owner (within the meaning of Section 416(i)(l)(B)(i) of
              the Code) at any time during the Determination Year or Look Back
              Year; or

       (b)    Received compensation from the Employer or an Affiliated Employer
              in excess of $80,000 (as adjusted pursuant to Section 415(d) of
              the Code) during the Look Back Year; and was among the top 20% of
              Employees when ranked on the basis of compensation paid during the
              Look Back Year.

                                      - 4 -
<Page>

       The term Highly Compensated Employee shall also include any former Highly
       Compensated Employee who terminated employment with the Employer or an
       Affiliated Employer prior to the Determination Year, performs no services
       for the Employer or an Affiliated Employer during the Determination Year,
       and was a Highly Compensated Employee in either his or her year of
       termination of employment or in any Determination Year ending on or after
       his attainment of age 55.

       For purposes of determining an Employee's compensation under this
       Section, compensation shall mean the Employee's Section 415 Compensation
       (as defined in Section 5.04(c)), but including any amounts contributed on
       behalf of the Employee by an Employer or Affiliated Employer pursuant to
       a salary deferral agreement under this Plan (or any other cash or
       deferred arrangement described in Section 401(k) of the Code), to any
       salary reduction agreement pursuant to a cafeteria plan established under
       Section 125 of the Code, or effective January 1, 2001 any amounts
       deferred under Section 132(f)(4) of the Code.

       For purposes of this Section, "Look Back Year" means the period of twelve
       consecutive months immediately preceding the Determination Year. Also for
       purposes of this Section, "Determination Year" means the Plan Year that
       is being tested for purposes of determining if an Employee is a Highly
       Compensated Employee.

1.17   "LIMITATION YEAR" means the calendar year.

1.18   "NORMAL RETIREMENT AGE" means the Participant's age on the later of:

       (a)    the Participant's 65th birthday; or

       (b)    the fifth anniversary of the date on which the Participant began
              participation in the Plan.

1.19   "PARTICIPANT" means any Employee who has satisfied the eligibility
       requirements for participation in the Plan as set forth in Article 3 and
       is a Participant hereof.

1.20   "PLAN" means the Watts Industries, Inc. Hourly Pension Plan as described
       in this instrument and as it may be amended hereafter.

                                      - 5 -
<Page>

1.21   "PLAN ADMINISTRATOR" means the Committee, notwithstanding the fact that
       certain administrative functions under or with respect to this Plan may
       have been delegated to any other person, persons, or entity.

1.22   "PLAN YEAR" means the twelve-month period beginning on January 1 and
       ending on the following December 31.

1.23   "PRIOR PLAN" means each or all, as the context may require, of the
       following: (a) the Webster Foundry Division Hourly Pension Plan, (b) the
       Webster Valve Division Hourly Pension Plan, and (c) the Regtrol, Inc.
       Hourly Pension Plan.

1.24   "RETIRED PARTICIPANT" means a former Participant who has retired under
       the terms of the Plan and who has become eligible to receive benefits
       under the Plan.

1.25   "SOCIAL SECURITY RETIREMENT AGE" means:

       (a)    for persons born prior to 1938, age 65;
       (b)    for persons born in 1938 or later but prior to 1955, age 66; and
       (c)    for persons born in 1955 or later, age 67.

1.26   "SPONSORING EMPLOYER" means Watts Industries, Inc. or any successor
       thereto.

1.27   "TERMINATED PARTICIPANT" means a former Participant who has ceased to be
       an Employee prior to his Normal Retirement Date (as defined in Section
       4.01) for any reason other than death or retirement in accordance with
       the terms of the Plan.

1.28   "TRUST" means the agreement between the Employer and the Trustee which
       constitutes part of this Plan, or any other trust created by agreement
       between the Employee and a Trustee named therein which shall also
       constitute a part of this Plan, as the same may be amended from time to
       time.

1.29   "TRUST FUND" or "TRUST" means the Watts Industries, Inc. Master Trust,
       maintained in accordance with the terms of the agreement under which the
       Trust was established, as it may be amended from time to time.

1.30   "TRUSTEE" means the person, persons, or entity named as Trustee, or any
       successor to that office.

                                      - 6 -
<Page>

                               ARTICLE 2 - SERVICE

2.01   SERVICE PRIOR TO JANUARY 1, 1985

       With respect to employment prior to January 1, 1985, Service shall mean
       "Service" as defined under the Prior Plans.

2.02   VESTING AND ELIGIBILITY SERVICE ON OR AFTER JANUARY 1, 1985

       An Employee must accumulate at least 1,000 Hours of Service during a
       12-month computation period in order to be credited with a year of
       Service for vesting and eligibility purposes. The 12-month computation
       period for purposes of determining a year of Service for vesting under
       Section 6.02 is the Plan Year. The 12-month computation period for
       purposes of determining a Year of Service for eligibility under Section
       3.01 is the 12-month period beginning when the Employee first performs an
       Hour of Service and the subsequent computation periods shall be the Plan
       Year beginning with the Plan Year that includes the first anniversary of
       the date the Participant first performs an Hour of Service.

       If an Employee, who has not incurred a Break in Service, fails to
       complete at least 1,000 Hours of Service during such Plan Year, he shall
       be credited with a portion of a year of Service as provided in the
       following:

<Table>
<Caption>
              Hours of Service                 Service (1.0 = 1 year)
               <S>                                      <C>
               1,000 or more                            1.0
               936-999                                   .5
               728-935                                   .4
               501-727                                   .3
               less than 501                              0
</Table>

       During any computation period in which an Employee's Hours of Service
       cannot be determined, the Employee shall be credited with 190 Hours of
       Service for each month during such period in which he or she completes
       one Hours of Service.

       Notwithstanding any other provision of this Section 2, Service with the
       entities listed in Section 3.01(b) shall be taken into account for
       vesting and eligibility purposes.

                                      - 7 -
<Page>

2.021  BREAK IN SERVICE DEFINED ON AND AFTER JANUARY 1, 1985

       Service shall be considered broken by the following, provided that
       Service will not be broken during any Plan Year in which an Employee
       completes more than 500 Hours of Service:

       (a)    voluntary quit;

       (b)    discharge;

       (c)    illness or injury in excess of one year;

       (d)    layoff in excess of one year;

       (e)    authorized leave of absence in excess of one year; or

       (f)    failure to return to the Service of the Employer upon the
              expiration of an authorized leave of absence; or within the period
              of time entitling an Employee to reemployment rights after
              discharge from the Armed Forces of the United States of America.

       For purposes of the Plan, a one-year Break in Service shall be deemed to
       have occurred at the end of any Plan Year in which an Employee fails to
       accumulate more than 500 Hours of Service.

2.022  BREAK IN SERVICE RULES APPLICABLE TO YEARS OF SERVICE ON AND AFTER
       JANUARY 1, 1985

       If an Employee whose service is broken is subsequently reemployed by the
       Employer or an Affiliated Employer and completes one year of Service, as
       provided in Section 3.03, his prior Service shall be reinstated as of his
       reemployment date, provided the conditions of (a) or (b) below have been
       met:

       (a)    if he had met the requirements for a Vested Benefit under Article
              6 at the time his prior Service was broken; or

                                      - 8 -
<Page>

       (b)    if he has not met the requirements for a Vested Benefit, and the
              date of reemployment is on or after January 1, 1985, and upon his
              reemployment, the number of consecutive one-year Breaks in Service
              between the date his prior Service is deemed broken and his date
              of reemployment does not equal or exceed the greater of five (5)
              years or the aggregate number of his years of Service prior to his
              most recent Break in Service.

       (c)    Effective October 1, 2001, if a Participant incurs a
              Break-in-Service and is subsequently reemployed and he thereafter
              meets the definition of Eligible Employee and completes one year
              of Service, as provided in Section 3.03, his prior Service shall
              be reinstated as of his date of reemployment.

2.03   HOUR OF SERVICE DEFINED

       Hour of Service means:

       (a)    Each hour for which an Employee is directly or indirectly paid or
              entitled to payment for the performance of duties for the Employer
              or an Affiliated Employer; such hours to be credited to the
              computation period in which the duties are performed;

       (b)    Each hour for which an Employee is directly or indirectly paid or
              entitled to payment on account of a period of time during which no
              duties are performed for the Employer or an Affiliated Employer
              (irrespective of whether the employment relationship has
              terminated) due to vacation, holiday, illness, incapacity
              (including disability), lay-off, jury duty, military duty or leave
              of absence (but excluding any payments made or due under a plan
              maintained solely for the purpose of complying with workmen's
              compensation, unemployment compensation, or disability insurance
              laws); provided, however, that no more than 501 hours shall be
              credited to an Employee under this paragraph (b) on account of any
              single continuous period of absence;

       (c)    Each hour, not credited under (a) or (b) above during any absence
              listed in Section 2.02, which does not break his Service, provided
              that the Employee retires or returns to the employ of the Employer
              or an Affiliated Employer upon the expiration of such absence;

                                      - 9 -
<Page>

       (d)    Each hour not counted under paragraphs (a), (b), or (c) above for
              which back pay, irrespective of mitigation of damages, is awarded
              or agreed to by the Employer or an Affiliated Employer; such hours
              to be credited under the computation period to which the back pay
              award or agreement is applicable;

       (e)    Hours credited under paragraphs (b) and (c) above shall be
              computed on the basis of the number of hours for which the
              Employee would have been compensated if he had continued to work
              his regular work schedule during his period of absence; provided,
              however, that in the case of hours credited under paragraph (b),
              such number of hours shall not be less than the number of hours
              the Employee would receive if such computation had been made in
              accordance with the provisions of Section 2530.200b-2(b) and (c)
              of the Labor Department Regulations which are incorporated herein
              by reference;

       (f)    Solely for purposes of determining whether a Break-in-Service has
              occurred with respect to Section 2.021, each non-compensated hour
              during a period of absence from the Employer (i) by reason of the
              Employee's pregnancy, (ii) by reason of the birth of the
              Employee's child, (iii) by reason of the placement of a child with
              the Employee in connection with the adoption of such child by the
              Employee, or (iv) for purposes of caring for such child for a
              period beginning immediately following such birth or placement
              shall be credited to the Employee. For purposes of this subsection
              (f) the following special rules will apply:

              (i)    any Hour of Service credited hereunder with respect to an
                     absence shall be credited (A) only in the Plan Year in
                     which the absence begins, if the Employee would be
                     prevented from incurring a Break-in-Service in such year
                     solely because of Hours of Service credited hereunder for
                     such absence, or (B) in any other case in the immediately
                     following Plan Year;

              (ii)   no Hours of Service shall be credited hereunder unless the
                     Employee furnishes the Committee with such information as
                     the Committee may reasonably require (in such form and at
                     such time as the Committee may reasonably require)
                     establishing (A) that the absence from work is an absence
                     described hereunder, and (B) the number of days for which
                     the absence lasted;

                                     - 10 -
<Page>

              (iii)  in no event shall more than 501 Hours of Service be
                     credited to an Employee hereunder for any absence by reason
                     of any one pregnancy or the placement of any one child.

              Hours of Service to be credited to an individual during an absence
              described in this Section 2.03(f) above will be determined by the
              Committee with reference to the individual's most recent normal
              work schedule; provided that if the Committee cannot so determine
              the number of Hours to be credited, there shall instead be
              credited eight (8) Hours of Service for each day of absence.

2.04   BENEFIT SERVICE PRIOR TO JANUARY 1, 1985

       With respect to employment prior to January 1, 1985, Benefit Service
       shall mean "Benefit Service" as defined in the Prior Plan.

2.05   BENEFIT SERVICE ON AND AFTER JANUARY 1, 1985

       With respect to employment on and after January 1, 1985, Benefit Service,
       for purposes of determining an Eligible Employee's benefit under the
       Plan, means his years of Service earned as an Eligible Employee. Each
       Plan Year an Eligible Employee shall be credited with a year of Benefit
       Service provided he is credited with 2080 Hours of Service in such Plan
       Year. In the event an Eligible Employee does not complete 2080 Hours of
       Service during the Plan Year a partial year of Benefit Service (computed
       to the nearest 1/10th year) shall be credited by dividing his total
       number of Hours of Service earned as an Eligible Employee in such Plan
       Year by 2,080. However, an Eligible Employee shall not be credited with
       any Benefit Service based upon Hours of Service earned prior to his
       twenty-first birthday, nor shall he be credited with more than one full
       year of Benefit Service for any one Plan Year.

       During any computation period in which an Eligible Employee's Hours of
       Service can not be determined, the Eligible Employee shall be credited
       with 190 Hours of Service for each month during such period in which he
       or she completes one Hours of Service.

       Notwithstanding any other provisions to the contrary, Benefit Service
       shall be measured commencing with the date set forth in Section 3.01(b).

                                     - 11 -
<Page>

2.06   VETERAN'S BENEFITS

       Notwithstanding any provision of this Plan to the contrary,
       contributions, benefits and service credit with respect to qualified
       military service will be provided in accordance with Section 414(u) of
       the Internal Revenue Code.

                                     - 12 -
<Page>

                            ARTICLE 3 - PARTICIPATION

3.01   PARTICIPATION REQUIREMENTS

       (a)    Subject to the provisions of paragraph (b) below:

                (i)  Any Eligible Employee who was a Participant on December 31,
                     1996 shall continue to participate in the Plan as of
                     January 1, 1997 in accordance with the provisions of this
                     restated Plan.

               (ii)  Any eligible employee who has both attained age 21 and
                     completed at least one year of Service as of the Effective
                     Date shall become a Participant on the Effective Date.

              (iii)  Any other Eligible Employee shall become a Participant on
                     the first day of the month coinciding with or next
                     following the date on which he has both attained age 21 and
                     completed at least one year of Service, provided he is then
                     an Eligible employee.

       (b)    Notwithstanding any provision in the Plan to the contrary, Service
              with the entities listed below shall be taken into account in
              accordance with the following provisions:

                 (i) Effective January 1, 1989, an Eligible Employee of KF
                     Industries, Inc., Leslie Controls, Inc., Rudolph LaBranche,
                     Inc., or Watts Automatic Control Valve Company shall be
                     eligible to join the Plan on the first day of the month
                     coinciding with or next following the date on which he
                     attains age 21 and completes one year of Service. An
                     Eligible Employee's service with KF Industries, Inc.,
                     Leslie Controls, Inc., Rudolph LaBranche, Inc., or Watts
                     Automatic Control Valve Company prior to January 1, 1989
                     shall count in determining whether such Employee has
                     satisfied the one year of Service requirement.

                (ii) Effective September 7, 1990, an Eligible Employee of Circle
                     Seal Controls, Inc. shall be eligible to join the Plan on
                     the first day of the month coinciding with or next
                     following the date on which he attains age 21 and completes
                     one year of Service. An Eligible Employee's service with
                     Circle Seal Controls, Inc. prior to September 7, 1990 shall
                     count in determining whether such Employee has satisfied
                     the one year of Service requirement.

                                     - 13 -
<Page>

               (iii) Effective January 1, 1991, an Eligible Employee of Eagle
                     Valve Company, Inc. shall be eligible to join the Plan on
                     the first day of the month coinciding with or next
                     following the date on which he attains age 21 and completes
                     one year of Service. An Eligible Employee's service with
                     Eagle Valve Company, Inc. prior to January 1, 1991 shall
                     count in determining whether such Employee has satisfied
                     the one year of Service requirement.

                (iv) Effective January 1, 1993, an Eligible Employee of
                     Contromatics, Inc. shall be eligible to join the Plan on
                     the first day of the month coinciding with or next
                     following the date on which he attains age 21 and completes
                     one year of Service. An Eligible Employee's service with
                     Contromatics, Inc. prior to January 1, 1993 shall count in
                     determining whether such Employee has satisfied the one
                     year of Service requirement.

                 (v) Effective April 1, 1998, an Employee of Aerodyne Controls
                     Corporation who became an Eligible Employee of Circle Seal
                     Corporation on January 5, 1998 shall be eligible to
                     participate in the Plan on the first day of the month next
                     following the date on which he attains age 21 and completes
                     one year of Service.

                     An Eligible Employee's service with Aerodyne Controls
                     Corporation prior to January 5, 1998 shall be taken into
                     account for eligibility and vesting purposes. However, such
                     Eligible Employee's Benefit Service shall be taken into
                     account only with regard to service with the Employer
                     commencing April 1, 1998."

                (vi) Effective January 1, 1997, an employee of Consolidated
                     Precision Corp. who became an employee of Circle Seal
                     Controls, Inc. shall become an Eligible Employee for
                     purposes of the Plan and shall become a Participant in the
                     Plan as of the later of January 1, 1997 or the date such
                     Eligible Employee meets the requirements of Section
                     3.01(a). An Eligible Employee's service with Consolidated
                     Precision Corp., prior to its acquisition by the Employer,
                     shall be taken into account for eligibility and vesting
                     purposes. However, such Eligible Employee's Benefit Service
                     shall be taken into account only with regard to service
                     with the Employer commencing January 1, 1997.

                                     - 14 -
<Page>

               (vii) Effective January 1, 1997, an hourly employee of Anderson
                     Barrows Metals Corporation shall become an Eligible
                     Employee under this Plan and shall become a Participant in
                     the Plan as of the later of January 1, 1997 or the date
                     such Eligible Employee meets the requirements of Section
                     3.01(a). Such Eligible Employee's service with Anderson
                     Barrows Metals Corporation prior to its acquisition by the
                     Employer, shall be taken into account for eligibility and
                     vesting. However, such Eligible Employee's Benefit Service
                     shall be taken into account only with regard to service
                     with the Employer commencing January 1, 1997.

              (viii) Effective January 1, 1998, an hourly employee of Ames
                     Company, Inc. shall become an Eligible Employee under this
                     Plan and shall become a Participant in the Plan as of the
                     later of January 1, 1998 or the date such Eligible Employee
                     meets the requirements of Section 3.01(a). Such Eligible
                     Employee's service with Ames Company, Inc. prior to its
                     acquisition by the Employer, shall be taken into account
                     for eligibility and vesting. However, such Eligible
                     Employee's Benefit Service shall be taken into account only
                     with regard to service with the Employer commencing January
                     1, 1998.

                (ix) An hourly employee of Keane Controls Corporation who became
                     an employee of Circle Seal Controls, Inc. shall become an
                     Eligible Employee for purposes of the Plan and shall become
                     a Participant in the Plan as of the later of August 31,
                     1995 or the date such Eligible Employee meets the
                     requirements of Section 3.01(a). An Eligible Employee's
                     service with Keane Controls Corporation, prior to its
                     acquisition by the Employer, shall be taken into account
                     for eligibility and vesting purposes. However, such
                     Eligible Employee's Benefit Service shall be taken into
                     account only with regard to service with the Employer
                     commencing August 31, 1995

                 (x) Notwithstanding the above, effective October 18, 1999,
                     service with KF Industries, Inc., Circle Seal Controls,
                     Inc., Aerodyne Controls Corporation, Leslie Controls, Inc.
                     Consolidated Precision Corporation and the Industrial
                     Products Division shall not be taken into account for any
                     reason due to the spin-off of those entities to CIRCOR
                     International, Inc.

                                     - 15 -
<Page>

                (xi) Effective January 1, 2001, an hourly employee of McCraney,
                     Inc. (dba "Spacemaker") or Watts Heatway, Inc. (now called
                     Watts Radiant, Inc.) shall be come an Eligible Employee
                     under this Plan and shall become a Participant in the Plan
                     as of the later of January 1, 2001 or the date such
                     Eligible Employee meets the requirements of Section
                     3.01(a). Such Eligible Employee's service with of McCraney,
                     Inc. (dba "Spacemaker") or Watts Heatway, Inc. (now called
                     Watts Radiant, Inc.) prior to its acquisition by the
                     Employer shall be taken into account for eligibility and
                     vesting. However, such Eligible Employee's Benefit Service
                     shall be taken into account only with regard to service
                     with the Employer commencing January 1, 2001.

               (xii) Effective November 1, 2001, an hourly employee of Power
                     Process Controls Division of Marks Controls Corporation
                     ("PPC"). shall be come an Eligible Employee under this Plan
                     and shall become a Participant in the Plan as of the later
                     of November 1, 2001 or the date such Eligible Employee
                     meets the requirements of Section 3.01(a). Such Eligible
                     Employee's service with PPC prior to its acquisition by the
                     Employer shall be taken into account for eligibility and
                     vesting. However, such Eligible Employee's Benefit Service
                     shall be taken into account only with regard to service
                     with the Employer commencing November 1, 2001.

              (xiii) Effective January 1, 2002, an hourly employee of Premier
                     Manufactured Systems, Inc. shall become an Eligible
                     Employee under this Plan and shall become a Participant in
                     the Plan as of the later of January 1, 2002 or the date
                     such Eligible Employee meets the requirements of Section
                     3.01(a). Such Eligible Employee's service with Premier
                     Manufactured Systems, Inc. prior to its acquisition by the
                     Employer, shall be taken into account for eligibility and
                     vesting. However, such Eligible Employee's Benefit Service
                     shall be taken into account only with regard to service
                     with the Employer commencing January 1, 2002.

3.02   PARTICIPATION UPON REEMPLOYMENT

       Each Participant who is reemployed following a Break in Service pursuant
       to Section 2.021 shall participate as of his reemployment date provided
       he has met the requirements of Section 2.022.

                                     - 16 -
<Page>

                          ARTICLE 4 - RETIREMENT DATES

4.01   NORMAL RETIREMENT DATE

       The Normal Retirement Date of a Participant shall be the first day of the
       month coinciding with or next following a Participant's attainment of
       Normal Retirement Age.

4.02   EARLY RETIREMENT DATE

       A Participant who was hired prior to January 1, 1992 (excluding a former
       Participant of the Spence Plan or the Henry Pratt Plan) and who has
       reached his fifty-fifth birthday and has also completed at least five
       years of Service may elect upon written notice to the Committee an Early
       Retirement Date which may be the first day of any month subsequent to the
       date of such election and prior to his Normal Retirement Date.

       Effective January 1, 1992, a Participant who was hired on or after
       January 1, 1992 and who has reached his fifty-fifth birthday and has also
       completed at least ten years of Service may elect upon written notice to
       the Committee an Early Retirement Date which may be the first day of any
       month subsequent to the date of such election and prior to his Normal
       Retirement Date.

4.03   DEFERRED RETIREMENT DATE

       If a Participant remains in the Service of the Employer or an Affiliated
       Employer after his Normal Retirement Date, his Deferred Retirement Date
       shall be the first day of the month which coincides with or next follows
       the date of his actual retirement.

                                     - 17 -
<Page>

                         ARTICLE 5 - RETIREMENT BENEFITS

5.01   FORM OF NORMAL RETIREMENT BENEFIT

       Except as provided in Section 5.02, a Participant's Normal Retirement
       Benefit under the Plan shall be an annuity for life, payable monthly,
       commencing on the Participants' Normal Retirement Date (as defined in
       Section 4.01) and terminating with the monthly payment preceding his
       death.

5.02   SPOUSE JOINT AND SURVIVOR ANNUITY

       In lieu of the life annuity payable under Section 5.01, a Participant who
       is married on his Benefit Commencement Date shall receive his retirement
       benefit in the form of a Spouse Joint and Survivor Annuity as described
       in Section 5.021, provided he has not made an election under Section
       5.022 to have his benefit paid under the life annuity form described in
       Section 5.01 or under an optional form described in Section 5.051 or
       Article 8.

5.021  AMOUNT OF SPOUSE JOINT AND SURVIVOR ANNUITY

       The Spouse Joint and Survivor Annuity shall be a reduced amount payable
       to a Participant for his lifetime with provision for continuation of 50%
       of such reduced amount to the Participant's spouse for the duration of
       the spouse's lifetime after the death of the Participant. All such
       amounts shall be the Actuarial Equivalent of the benefits set forth
       hereafter in this Article 5 which are payable on a single life basis.

5.022  ELECTION OUT OF SPOUSE JOINT AND SURVIVOR ANNUITY

       A married Participant may elect, pursuant to Section 5.024, not to
       receive his benefit in the form of the Spouse Joint and Survivor Annuity
       by delivering to the Committee, during the election period described
       below, his written election to have his benefits paid under the form
       described in Section 5.01 or under an optional form described in Section
       5.051 or Article 8. The election period with respect to the life annuity
       form described in Section 5.01 and the Spouse Joint and Survivor Annuity
       shall be a ninety (90) day period ending on the Participant's Benefit
       Commencement Date. The Participant may revoke such election by filing a
       written revocation with the Committee at any time during such election
       period. The election by a married Participant of an optional form
       described under Section 5.051 or Article 8 shall be made in accordance
       with the provisions of Section 5.024, and Section 5.051 or Article 8,
       whichever is applicable.

                                     - 18 -
<Page>

5.023  INFORMATION FURNISHED TO PARTICIPANT

       No fewer than 30 days and no more than 90 days before a Participant's
       Benefit Commencement Date, the Pension Committee shall furnish each
       Participant with general information on the Spouse Joint and Survivor
       Annuity. Such general information shall be in writing and shall include:

       (a)    The terms and conditions of the Spouse Joint and Survivor Annuity:

       (b)    The Participant's right to elect, and the effect of electing, to
              waive the Spouse Joint and Survivor Annuity;

       (c)    The rights of the Spouse;

       (d)    The right to revoke, and the effect of revoking, an election to
              waive the Spouse Joint and Survivor Annuity;

       (e)    The eligibility conditions and material features of the optional
              forms of payment available under the Plan;

       (f)    The relative values of the optional forms of payment available
              under the Plan; and

       (g)    Such other information as may be required under applicable
              regulations.

       The Committee shall also furnish the Participant, upon his written
       request made within sixty (60) days following the date he is furnished
       such general information, additional information explaining the financial
       effect upon his pension (in terms of dollars per pension payment) of
       making such election. Such additional information shall be furnished to
       the Participant within thirty (30) days following the date the
       Participant's written request is received by the Committee.

       The notice described above is not required if the Actuarial Equivalent
       value of the Participant's nonforfeitable Accrued Benefit is less than or
       equal to $3,500 ($5,000 effective October 1, 2001) on the Participant's
       Benefit Commencement Date.

                                     - 19 -
<Page>

       The Benefit Commencement Date for a distribution in a form other than a
       Qualified Joint and Survivor Annuity may be less than 30 days after
       receipt of the written explanation described in the preceding paragraph
       provided: (a) the Participant has been provided with information that
       clearly indicates that the Participant has at least 30 days to consider
       whether to waive the Qualified Joint and Survivor Annuity and elect (with
       spousal consent) to a form of distribution other than a Qualified Joint
       and Survivor Annuity; (b) the Participant is permitted to revoke any
       affirmative distribution election at least until the Benefit Commencement
       Date or, if later, at any time prior to the expiration of the 7-day
       period that begins the day after the explanation of the Qualified Joint
       and Survivor Annuity is provided to the Participant' and (c) the Benefit
       Commencement Date is a date after the date the written explanation was
       provided to the Participant.

5.024  SPOUSAL CONSENT REQUIRED

       Notwithstanding anything herein to the contrary, the election by a
       married Participant of an optional form described in Article 8 or Section
       5.051 or the normal form described in Section 5.01 shall not take effect
       unless:

       (a)    his surviving spouse consents in writing to such an election, such
              election specifies the Beneficiary and the form of benefit payment
              elected by the Participant in lieu of the Spouse Joint and
              Survivor Annuity, and such consent acknowledges the effect of such
              election and is witnessed by a Plan representative or a notary
              public; or

       (b)    it is established to the satisfaction of the Committee that the
              consent required under (a) above may not be obtained because there
              is no spouse or the spouse cannot be located, or the Participant
              can show by court order that he is legally separated from his
              spouse or has been abandoned by the spouse with the meaning of
              local law, or because of other circumstances as the Secretary of
              the Treasury may prescribe.

       Any consent by a spouse under (a) above, or a determination by the
       Committee with respect to such spouse under (b) above, shall be effective
       only with respect to such spouse.

                                     - 20 -
<Page>

5.03   AMOUNT OF NORMAL RETIREMENT BENEFIT FOR REGTROL, INC. EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who is an Eligible Employee of Regtrol,
       Inc. and who retires under the Plan shall be equal to the number of his
       years of Benefit Service (including fractions thereof) multiplied by the
       benefit rate in effect on the date the Participant last performed an Hour
       of Service as an Eligible Employee determined in accordance with the
       following schedule:

<Table>
<Caption>
               DATE OF LAST HOUR OF SERVICE
            ON OR AFTER               BUT BEFORE             BENEFIT RATE
          <S>                       <C>                         <C>
          January 1, 1997           October 1, 2001             $ 13.00
          October 1, 2001              ---------                $ 15.00
</Table>

       See Appendix A for Benefit Rates in effect prior to January 1, 1997.

       With regard to an hourly employee of the Jameco Industries, Inc. who was
       a participant in the Local 888 Pension Fund Plan and who on or after
       January 1, 1997 transferred to Regtrol, Inc. (Transferred Jameco
       Participants), the following provisions shall apply:

       (a)    The benefit formula set forth in the preceding paragraph shall
              apply to Transferred Jameco Participants who are vested under the
              Local 888 Pension Fund Plan at the time of transfer with regard to
              Benefit Service commencing on the transfer date.

       (b)    With regard to Transferred Jameco Participants who are not vested
              under the collectively bargained multi-employer plan at the time
              of transfer, such Participants will be credited with benefit
              service with Jameco Industries, Inc. while a participant in the
              Local 888 Pension Fund Plan prior to the transfer date based upon
              the definition of Benefit Service set forth in Section 2.05. The
              benefit formula set forth in the preceding paragraphs shall apply
              with regard to such Benefit Service earned prior to the transfer
              and Benefit Service with the Employer commencing on the transfer
              date.

                                     - 21 -
<Page>

5.0301 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR WEBSTER VALVE DIVISION EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who is an Eligible Employee in the
       Webster Valve Division and who retires under the Plan shall be equal to
       the number of his years of Benefit Service (including fractions thereof)
       multiplied by the benefit rate in effect on the Participant's Normal
       Retirement Date determined in accordance with the following schedule:

<Table>
<Caption>
               DATE OF LAST HOUR OF SERVICE
           ON OR AFTER                BUT BEFORE            BENEFIT RATE
         <S>                        <C>                        <C>
         January 1, 1997            October 1, 2001            $ 13.50
         October 1, 2001               ---------               $ 15.00
</Table>

       See Appendix A for Benefit Rates in effect prior to January 1, 1997.

5.0302 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR WEBSTER FOUNDRY DIVISION
       EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who is an Eligible Employee in the
       Webster Foundry Division and who retires under the Plan shall be equal to
       the number of his years of Benefit Service (including fractions thereof)
       multiplied by the benefit rate in effect on the date the Participant last
       performed an Hour of Service determined in accordance with the following
       schedule:

<Table>
<Caption>
              DATE OF LAST HOUR OF SERVICE
           ON OR AFTER               BUT BEFORE              BENEFIT RATE
         <S>                       <C>                          <C>
         January 1, 1997           October 1, 2001              $ 13.50
         October 1, 2001              ---------                 $ 15.00
</Table>

       See Appendix A for Benefit Rates in effect prior to January 1, 1997.

                                     - 22 -
<Page>

5.0303 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR KF INDUSTRIES, INC. EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who is an Eligible Employee in KF
       Industries, Inc. and who retires under the Plan shall be equal to the
       number of his years of Benefit Service (including fractions thereof)
       multiplied by the benefit rate in effect on the date the Participant last
       performed an Hour of Service as an Eligible Employee determined in
       accordance with the following schedule:

<Table>
<Caption>
                DATE OF LAST HOUR OF SERVICE
            ON OR AFTER              BUT BEFORE              BENEFIT RATE
         <S>                      <C>                          <C>
         January 1, 1997          October 18, 1999             $ 13.00
</Table>

       See Appendix A for Benefit Rates in effect prior to January 1, 1997.
       Effective October 18, 1999, the assets and liabilities attributable to
       Participants actively employed by KF Industries, Inc. were transferred to
       and assumed by CIRCOR International Inc.

5.0304 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR LESLIE CONTROLS, INC. EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who is an Eligible Employee of Leslie
       Controls, Inc. and who retires under the Plan shall be equal to the
       number of his years of Benefit Service (including fractions thereof)
       multiplied by the benefit rate in effect on the date the Participant last
       performed an Hour of Service as an Eligible Employee determined in
       accordance with the following schedule:

<Table>
<Caption>
                  DATE OF LAST HOUR OF SERVICE
            ON OR AFTER                 BUT BEFORE              BENEFIT RATE
          <S>                        <C>                           <C>
          January 1, 1997            October 18, 1999              $ 13.00
</Table>

       See Appendix A for Benefit Rates in effect prior to January 1, 1997.
       Effective October 18, 1999, the assets and liabilities attributable to
       Participants actively employed by Leslie Controls, Inc. were transferred
       and assumed by CIRCOR International Inc.

                                     - 23 -
<Page>

5.0305 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR RUDOLPH LABRANCHE, INC. EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who is an Eligible Employee of Rudolph
       LaBranche, Inc. and who retires under the Plan shall be equal to the
       number of his years of Benefit Service (including fractions thereof)
       multiplied by the benefit rate in effect on the date the Participant last
       performed an Hour of Service as an Eligible Employee determined in
       accordance with the following schedule:

<Table>
<Caption>
                 DATE OF LAST HOUR OF SERVICE
            On or After                  But Before               Benefit Rate
          <S>                          <C>                           <C>
          January 1, 1997              October 1, 2001               $ 13.50
          October 1, 2001               -------------                $ 15.00
</Table>

       See Appendix A for Benefit Rates in effect prior to January 1, 1997.

5.0306 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR WATTS AUTOMATIC CONTROL VALVE,
       INC. EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who is an Eligible Employee of Watts
       Automatic Control Valve, Inc. and who retires under the Plan shall be
       equal to the number of his years of Benefit Service (including fractions
       thereof) multiplied by the benefit rate in effect on the date the
       Participant last performed an Hour of Service as an Eligible Employee
       determined in accordance with the following schedule:

<Table>
<Caption>
                DATE OF LAST HOUR OF SERVICE
            ON OR AFTER                BUT BEFORE               BENEFIT RATE
          <S>                        <C>                           <C>
          January 1, 1997            October 1, 2001               $ 13.00
          October 1, 2001               ---------                  $ 15.00
</Table>

       See Appendix A for Benefit Rates in effect prior to January 1, 1997.

                                     - 24 -
<Page>

5.0307 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR CIRCLE SEAL CONTROLS, INC.
       EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who is an Eligible Employee of Circle
       Seal Controls, Inc. and who retires under the Plan shall be equal to the
       number of his years of Benefit Service (including fractions thereof)
       multiplied by the benefit rate in effect on the date the Participant last
       performed an Hour of Service as an Eligible Employee determined in
       accordance with the following schedule:

<Table>
<Caption>
                   DATE OF LAST HOUR OF SERVICE
              ON OR AFTER                BUT BEFORE               BENEFIT RATE
            <S>                       <C>                            <C>
            January 1, 1997           October 18, 1999               $ 15.00
</Table>

       Effective October 18, 1999, the assets and liabilities attributable to
       Participants actively employed by Circle Seal Controls, Inc. were
       transferred and assumed by CIRCOR International Inc.

5.0308 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR EAGLE VALVE COMPANY, INC.
       EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who was an Eligible Employee of Eagle
       Valve Company, Inc. and who retires under the Plan shall be equal to the
       number of his years of Benefit Service (including fractions thereof)
       multiplied by the benefit rate in effect on the date the Participant last
       performed an Hour of Service as an Eligible Employee determined in
       accordance with the following schedule:

<Table>
<Caption>
                DATE OF LAST HOUR OF SERVICE
             ON OR AFTER              BUT BEFORE            BENEFIT RATE
           <S>                     <C>                         <C>
           January 1, 1997         October 18, 1999            $ 13.00
</Table>

       See Appendix A for Benefit Rates in effect prior to January 1, 1997.

       Effective October 18, 1999, the assets and liabilities attributable to
       Participants actively employed by Eagle Value Company, Inc. were
       transferred and assumed by CIRCOR International Inc.

                                     - 25 -
<Page>

5.0309 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR CONTROMATICS, INC. EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who was an Eligible Employee of
       Contromatics, Inc. and who retires under the Plan shall be equal to the
       number of his years of Benefit Service (including fractions thereof)
       multiplied by the benefit rate in effect on the date the Participant last
       performed an Hour of Service as an Eligible Employee determined in
       accordance with the following schedule:

<Table>
<Caption>
              DATE OF LAST HOUR OF SERVICE
           ON OR AFTER               BUT BEFORE               BENEFIT RATE
         <S>                      <C>                            <C>
         January 1, 1997          October 18, 1999               $ 13.50
</Table>

       Effective October 18, 1999, the assets and liabilities attributable to
       Participants actively employed by Contromatics, Inc. were transferred and
       assumed by CIRCOR International Inc.

5.0310 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR ANDERSON-BARROWS EMPLOYEES

       Subject to the provisions of 5.04, the monthly Normal Retirement Benefit
       payable to a Participant who is an Eligible Employee of Anderson-Barrows
       Metals Corporation and who retires under the Plan shall be equal to the
       number of his years of Benefit Service (including fractions thereof)
       multiplied by the benefit rate in effect on the date the Participant last
       performed an Hour of Service as an Eligible Employee determined in
       accordance with the following schedule:

<Table>
<Caption>
                   DATE OF LAST HOUR OF SERVICE
              ON OR AFTER                 BUT BEFORE           BENEFIT RATE
            <S>                         <C>                       <C>
            January 1, 1997             October 1, 2001           $ 13.00
            October 1, 2001                ---------              $ 15.00
</Table>

5.0311 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR AMES COMPANY EMPLOYEES

       Subject to the provisions of 5.04, the monthly Normal Retirement Benefit
       payable to a Participant who is an Eligible Employee of Ames Company,
       Inc. who became an Eligible Employee under this Plan and who retires
       under this Plan shall be equal to the number of

                                     - 26 -
<Page>

       years of Benefit Service (including fractions thereof) multiplied by the
       benefit rate in effect on the date the Participant last performed an Hour
       of Service as an Eligible Employee determined in accordance with the
       following schedule:

<Table>
<Caption>
                  DATE OF LAST HOUR OF SERVICE
               ON OR AFTER                BUT BEFORE              BENEFIT RATE
             <S>                        <C>                          <C>
             January 1, 1998            October 1, 2001              $ 13.00
             October 1, 2001               ---------                 $ 15.00
</Table>

5.0312 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR AERODYNE CONTROLS CORPORATION
       EMPLOYEES

       Subject to the provisions of 5.04, the monthly Normal Retirement Benefit
       payable to a Participant who is an Eligible Employee of Aerodyne Controls
       Corporation, Inc. who became an Eligible Employee under this Plan and who
       retires under this Plan shall be equal to the number of years of Benefit
       Service (including fractions thereof) multiplied by the benefit rate in
       effect on the date the Participant last performed an Hour of Service as
       an Eligible Employee determined in accordance with the following
       schedule:

<Table>
<Caption>
                DATE OF LAST HOUR OF SERVICE
              ON OR AFTER             BUT BEFORE               BENEFIT RATE
             <S>                   <C>                            <C>
             April 1, 1998         October 18, 1999               $ 13.00
</Table>

       Effective October 18, 1999, the assets and liabilities attributable to
       Participants actively employed by Aerodyne Controls Corporation, Inc.
       were transferred and assumed by CIRCOR International Inc.

5.0313 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR MCCRANEY, INC. (DBA "SPACEMAKER")
       OR WATTS RADIANT, INC. EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who is an Eligible Employee of McCraney,
       Inc. (dba "Spacemaker") or Watts Radiant, Inc. (formerly called Watts
       Heatway, Inc.) and who retires under the Plan shall be equal to the
       number of his years of Benefit Service (including fractions thereof)
       multiplied by the benefit rate in effect on the date the Participant last
       performed an Hour of Service as an Eligible Employee determined in
       accordance with the following schedule:

                                     - 27 -
<Page>

<Table>
<Caption>
              DATE OF LAST HOUR OF SERVICE
            ON OR AFTER             BUT BEFORE                BENEFIT RATE
          <S>                     <C>                    <C>
          January 1, 2001         October 1, 2001        $ 13.00 - McCraney.
                                                         $ 13.50 - Watts Radiant
          October 1, 2001            ---------                  $ 15.00
</Table>

5.0314 AMOUNT OF NORMAL RETIREMENT BENEFIT FOR PREMIER MANUFACTURED SYSTEMS INC.
       EMPLOYEES

       Subject to the provisions of Section 5.04, the monthly Normal Retirement
       Benefit payable to a Participant who is an Eligible Employee of Premier
       Manufactured Systems Inc. and who retires under the Plan shall be equal
       to the number of his years of Benefit Service (including fractions
       thereof) multiplied by the benefit rate in effect on the date the
       Participant last performed an Hour of Service as an Eligible Employee
       determined in accordance with the following schedule:

<Table>
<Caption>
            DATE OF LAST HOUR OF SERVICE
          ON OR AFTER            BUT BEFORE             BENEFIT RATE
        <S>                       <C>                      <C>
        January 1, 2002           --------                 $ 15.00
</Table>

5.04   MAXIMUM ANNUAL BENEFIT

       (a)    For Plan Years beginning after 1986, the actual or projected
              annual amount of a Participant's benefit payable within a
              Limitation Year shall not exceed the lesser of (i) and (ii) below:

                (i)  $90,000, or

               (ii)  100% of the Participant's average annual Section 415
                     Compensation (as defined in paragraph (c) below) for the
                     three consecutive calendar years (or, if his period of
                     employment is less than three years, for his entire period
                     of employment) as a Participant during which he received
                     the greatest aggregate Section 415 Compensation;

                                     - 28 -
<Page>

       (b)    In no event shall the limitations in paragraph (a) above be less
              than $10,000 if the Participant has not at any time participated
              in a defined contribution plan maintained by the Employer or an
              Affiliated Employer.

       (c)    The term "Section 415 Compensation" means wages, salaries, and
              fees for professional services and other amounts received from the
              Employer and all Affiliated Employers during the Limitation Year
              (without regard to whether or not an amount is paid in cash) for
              personal services actually rendered in the course of employment
              with the Employer, to the extent such amounts are includable in
              gross income, including, but not limited to, overtime pay, tips,
              bonuses, commissions to paid salesmen, compensation for services
              on the basis of a percentage of profits, commissions on insurance
              premiums, fringe benefits, reimbursements, and expense allowances,
              and excluding the following:

                (i)  amounts contributed by the Employer or Affiliated Employer
                     on behalf of the Employee pursuant to a salary deferral
                     agreement under this Plan or any other cash or deferred
                     arrangement described in Section 401(k) of the Code, to any
                     salary reduction agreement pursuant to a cafeteria plan
                     established under Section 125 of the Code, or to any other
                     plan of deferred compensation, and which are not includable
                     in the Employee's gross income for the taxable year in
                     which contributed, or any distributions from a plan of
                     deferred compensation;

               (ii)  amounts realized from the exercise of a non-qualified stock
                     option, or when restricted stock (or property) held by the
                     Employee either becomes free transferable or is no longer
                     subject to a substantial risk of forfeiture;

              (iii)  amounts realized with respect to the sale, exchange, or
                     other disposition of stock acquired under a qualified stock
                     option; and

               (iv)  other amounts which receive special tax benefits, or
                     contributions made by the Employer (whether or not under a
                     salary reduction agreement) towards the purchase of an
                     annuity described in Section 403(b) of the Code (whether or
                     not the amounts are excludable from the Employee's gross
                     income).

                                     - 29 -
<Page>

              For purposes of applying the limitations of this Section, the term
              "Section 415 Compensation" means the compensation actually paid or
              includable in the Employee's gross income for the Limitation Year.

              Effective January 1, 1998, "Section 415 Compensation" shall
              include (i) any elective deferral as defined in Code Section
              402(g)(3), and (ii) any amount which is contributed or deferred by
              the Employer at the election of the Employee and which is not
              includable in the gross income of the employee by reason of Code
              Section 125 or 457.

              Effective January 1, 2001, "Section 415 Compensation" shall
              include any amounts deferred under Section 132(f)(4) of the Code.

       (d)    The dollar limitation described in paragraph (a)(i) above shall be
              increased by the cost of living adjustment factor prescribed by
              the Secretary of the Treasury under Section 415(d) of the Code.
              Such adjustment factor shall be applied to all Participants,
              including Participants and Beneficiaries receiving benefits from
              the Plan and to such items as the Secretary shall prescribe.

       (e)    If the benefit payable to a Participant commences prior to the
              Participant's Social Security Retirement Age, but on or after the
              date he attains age 62, the maximum annual amount determined under
              paragraph (a)(i) above shall be reduced as follows:

                (i)  if the Participant's Social Security Retirement Age is 65,
                     by 5/9ths of 1% for each month by which the commencement of
                     payment of his benefits precedes the month in which he
                     attains age 65; or

               (ii)  if the Participant's Social Security Retirement Age is 66
                     or 67, by 5/9ths of 1% for each of the first 36 months and
                     5/12ths of 1% for each additional month by which the
                     commencement of payment of his benefits precedes the month
                     in which he attains his Social Security Retirement Age.

              If the benefit payable to a Participant commences before age 62,
              the maximum annual amount determined under paragraph (a)(i) above
              shall be reduced in accordance with applicable regulations, so
              that it is the Actuarial Equivalent of such amount as applied to a
              benefit beginning at age 62. For purposes of this paragraph,
              Actuarial Equivalent shall be determined using the assumptions
              specified in Section 1.01(b).

                                     - 30 -
<Page>

              For purposes of this paragraph (e), if the benefit is paid in a
              contingent annuity form (with the Participant's spouse as
              beneficiary) or in the Spouse Joint and Survivor Annuity form of
              payment, the benefit shall be treated as if it were paid in the
              normal form of payment and no adjustment in the maximum benefit
              need be made.

       (f)    If the payment of benefits to a Participant commences after his
              Social Security Retirement Age, the maximum annual amount
              determined under paragraph (a)(i) above shall be increased so that
              it is the Actuarial Equivalent of a $90,000 benefit multiplied by
              the adjustment factor specified in paragraph (e) above, and
              payable in the normal form at the Participant's Social Security
              Retirement Age. For purposes of this paragraph, Actuarial
              Equivalent shall be determined using the assumptions specified in
              Section 1.01(b).

       (g)    The annual benefit is a retirement benefit under the Plan which is
              payable annually in the form of a single life annuity. If the
              benefit payable to a Participant is not in the form of a single
              life annuity nor in the form of a Spouse Joint and Survivor
              Annuity, then the maximum annual amount determined under paragraph
              (a) above shall be reduced in accordance with the applicable
              regulations so that it is the Actuarial Equivalent of such amount
              as payable in the normal form. For purposes of this paragraph,
              Actuarial Equivalent shall be determined using the assumptions
              specified in Section 1.01(b).

       (h)    If the Participant has completed less than 10 years of Plan
              participation, the maximum annual amount determined under
              paragraph (a)(i) above shall be adjusted by multiplying such
              amount by a fraction, the numerator of which is the Participant's
              number of years of Plan participation (or parts thereof) and the
              denominator of which is 10. To the extent provided in regulations
              or in other guidance issued by the Internal Revenue Service, the
              preceding sentence shall be applied separately with respect to
              each change in the benefit structure of the Plan.

       (i)    If the Participant has completed less than 10 years of Service,
              the maximum amount determined under Section paragraph (a)(ii)
              above (without regard to paragraph (a)(i) above) shall be adjusted
              by multiplying such amount by a fraction, the numerator of which
              is the Participant's number of years of Service (or parts thereof)
              and the denominator of which is 10. To the extent provided in
              regulations or in other guidance issued by the Internal Revenue
              Service, the preceding sentence shall be applied separately with
              respect to each change in the benefit structure of the Plan.

                                     - 31 -
<Page>

       (j)    In no event shall the provisions of paragraph (h) or paragraph (i)
              above reduce the limitations in paragraph (a) to an amount less
              than one-tenth of such limitations, determined without regard to
              the provisions of paragraph (h) and paragraph (i).

       (k)    If a Participant is, or has ever been, covered under more than one
              defined benefit plan maintained by the Employer, the sum of the
              Participant's annual benefits from all such plans may not exceed
              the maximum permissible amount.

5.041  LIMITATION APPLICABLE TO DEFINED CONTRIBUTION PLAN PARTICIPANTS

       (a)    If a Participant is also a participant in any defined contribution
              plan maintained by the Employer or an Affiliated Employer, the sum
              of the defined benefit plan fraction and the defined contribution
              plan fraction for any year shall not exceed 1.0 as provided in
              Section 415(e) of the Code and any regulations issued thereunder.

       (b)    The DEFINED BENEFIT FRACTION for any Limitation Year is a
              fraction, the numerator of which is the sum of the Participant's
              projected annual benefits under all defined benefit plans (whether
              or not terminated) maintained by the Employer, and the denominator
              of which is the lesser of 1.25 times the dollar limit determined
              under Sections 415(b) and 415(d) of the Code and adjusted in
              accordance with Section 5.04(h) and (i) for the Limitation Year,
              or 1.4 times 100% of the Participant's highest average annual
              Section 415 Compensation (including any adjustments under Section
              415(b) of the Code) for any three consecutive years.

              Notwithstanding the above, if the Participant was a participant as
              of the first day of the first Limitation Year beginning after
              December 31, 1986 in one or more defined benefit plans maintained
              by the Employer which were in existence on May 6, 1986, the
              denominator of this fraction will not be less than 1.25 times the
              sum of the annual benefits under such plans which the Participant
              had accrued as of the close of the last Limitation Year beginning
              before January 1, 1987, disregarding any changes in the terms and
              conditions of the Plan after May 5, 1986. The preceding sentence
              applies only if the defined benefit plans individually and in the
              aggregate satisfied the requirements of Section 415 of the Code
              for all Limitation Years beginning before January 1, 1987.

                                     - 32 -
<Page>

       (c)    The DEFINED CONTRIBUTION PLAN FRACTION for any Limitation Year is
              a fraction, the numerator of which is the sum of the annual
              additions to the Participant's accounts under all defined
              contribution plans (whether or not terminated) maintained by the
              Employer for the current and all prior Limitation Years (including
              the annual additions attributable to the Participant's
              nondeductible employee contributions to all defined benefit plans,
              whether or not terminated, maintained by the Employer, and the
              annual additions attributable to all welfare benefit funds, as
              defined in Section 419(e) of the Code, and individual medical
              accounts, as defined in Section 415(l)(2) of the Code, maintained
              by the Employer), and the denominator of which is the sum of the
              maximum aggregate amounts for the current and all prior Limitation
              Years of service with the Employer (regardless of whether a
              defined contribution plan was maintained by the Employer). The
              maximum aggregate amount in any Limitation Year is the lesser of
              1.25 times the dollar limitation determined under Sections 415(b)
              and 415(d) of the Code in effect under Section 415(c)(1)(A) of the
              Code, or 35% of the Participant's Section 415 Compensation (as
              defined in Section 5.04(c)) for such Limitation Year.

              For purposes of calculating the numerator in the defined
              contribution plan fraction, a Participant's after-tax payroll
              deduction contributions made before 1987, if any, shall be taken
              into account to the extent such contributions exceed the lesser
              of:

                (i)  6% of the Participant's Section 415 Compensation (as
                     defined in Section 5.04(c)) for the Limitation Year, or

               (ii)  50% of the amount of such payroll deduction contributions
                     for the Limitation Year.

              If the Employee was a Participant as of the end of the first day
              of the first Limitation Year beginning after December 31, 1986, in
              one or more defined contribution plans maintained by the Employer
              which were in existence on May 6, 1986, the numerator of this
              fraction will be adjusted if the sum of this fraction and the
              defined benefit fraction would otherwise exceed 1.0 under the
              terms of this Plan. Under the adjustment, an amount equal to the
              product of (1) the excess of the sum of the fractions over 1.0
              times (2) the denominator of this fraction, will be permanently
              subtracted from the numerator of this fraction. The adjustment is
              calculated using the

                                     - 33 -
<Page>

              fractions as they would be computed as of the end of the last
              Limitation Year beginning before January 1, 1987, and disregarding
              any changes in the terms and conditions of the Plan made after May
              5, 1986, but using the Section 415 limitation applicable to the
              first Limitation Year beginning on or after January 1, 1987.

       (d)    For the purpose of determining the denominators in the preceding
              two fractions, the maximum benefit allowable and the maximum
              annual additions shall be deemed to be equal to the lesser of:

                (i)  140% of the percentage limits, or

               (ii)  125% of the dollar limits provided in Sections 415(b) and
                     415(c) of the Code for each such year.

       (e)    Any adjustment necessary to comply with the limitations of this
              section shall be made in the Participant's benefit payable under
              the relevant defined benefit plan; but under no circumstances may
              the accrued benefit of a Participant in a defined benefit plan
              decrease as a result of a Plan amendment to change the combined
              plan limits.

       (f)    Effective January 1, 2001, the provisions of this Section 5.041
              shall no longer be effective.

5.042  AFFILIATED EMPLOYERS

       For purposes of Sections 5.04 and 5.041, the Employer and all Affiliated
       Employers shall be considered one employer, and the limitations shall be
       applicable to the total benefits received from the Employer and all
       Affiliated Employers. Further, in determining what is an Affiliated
       Employer for the purposes of these Sections, the phrase "more than 50%"
       shall be substituted for "at least 80%" each place it appears in Section
       1563(a)(1) of the Code.

5.05   EARLY RETIREMENT BENEFIT

       The Early Retirement Benefit of a Participant who elects to retire on an
       Early Retirement Date (as defined in Section 4.02) on or after January 1,
       1985 shall be the benefit computed in (a) or (b) below, as elected by the
       Participant:

                                     - 34 -
<Page>

       (a)    a benefit commencing on his Normal Retirement Date (as defined in
              Section 4.01) in an amount equal to his accrued Normal Retirement
              Benefit determined in accordance with the provisions of Section
              5.03, 5.031, 5.032, 5.033, 5.034, 5.035, 5.036, 5.037, 5.038, or
              5,039, whichever is applicable, based on his years of Benefit
              Service (including fractions thereof) and the rate of benefit in
              effect as of his Early Retirement Date;

       (b)    a reduced benefit commencing on his Early Retirement Date or the
              first day of any month thereafter but prior to his Normal
              Retirement Date, as elected by the Participant, which benefit
              shall be computed as in (a) above, reduced by 5/9 of 1% for each
              of the first sixty months by which commencement of benefits
              precedes his Normal Retirement Date, and by 5/18 of 1% for each
              month thereafter, if any, by which commencement of benefits
              precedes his Normal Retirement Date.

5.051  SOCIAL SECURITY OPTION

       A Participant who is entitled to receive an Early Retirement Benefit and
       has elected to have such benefit commence prior to the date he is
       entitled to receive benefits under Title II of the Social Security Act,
       may elect to receive a Social Security Option under which he will receive
       a larger monthly benefit prior to the date he is first entitled to
       receive benefits under Title II of the Social Security Act and a smaller
       benefit after he is first entitled to receive benefits under Title II of
       the Social Security Act so that, to the extent possible, the Participant
       will receive a level monthly income when his payments under the Plan and
       his income under Title II of the Social Security Act are taken into
       account; provided, however, that his payments under the Social Security
       Option will be the Actuarial Equivalent of the Early Retirement Benefit
       he would have received if he had not elected such an option.

       If a Participant elects a benefit under this Section, no benefits will be
       payable to anyone upon his death.

5.06   DEFERRED RETIREMENT BENEFIT

       (a)    RETIREMENT PRIOR TO AGE 70 1/2

              Each Participant who continues in the employ of the Employer or an
              Affiliated Employer after attaining his Normal Retirement Age and
              retires prior to age 70 1/2

                                     - 35 -
<Page>

              shall be entitled upon actual retirement to receive a monthly
              Deferred Retirement Benefit. The Deferred Retirement Benefit
              payable under this paragraph (a) shall be determined in accordance
              with Section 5.03, 5.031, 5.032, 5.033, 5.034, 5.035, 5.036,
              5.037, 5.038,5.039, 5.040 or 5.041, whichever is applicable, based
              on the Participant's years of Benefit Service (including fractions
              thereof) as of his retirement date, and the rate of benefit in
              effect under the Plan on his retirement date.

       (b)    COMMENCEMENT OF BENEFITS WHILE ACTIVELY EMPLOYED

              Prior to January 1, 1997, the Deferred Retirement Benefit payable
              to a Participant who attains age 70 1/2 and who continues to be an
              Employee shall be equal to the Participant's accrued benefit
              determined as of the last day of the Plan Year in which the
              Participant attains age 70 1/2. The Deferred Retirement Benefit
              payable under this paragraph (b) shall be determined in accordance
              with Section 5.03 or 5.031, 5.032, 5.033, 5.034, 5.035, 5.036,
              5.037, 5.038,5.039, 5.040 or 5.041 whichever is applicable, and
              shall be payable in the form of a single life annuity. The
              Deferred Retirement Benefit shall commence no later than the
              January 1 immediately following the Plan Year in which the
              Participant attains age 70 1/2.

              The monthly benefit of a Participant who has begun receiving
              benefits and who continues to be an Employee after his attainment
              of age 70 1/2 shall be adjusted, effective on the January 1
              following the Plan Year in which the Participant's benefit
              commenced and on each succeeding January 1 prior to the
              Participant's Deferred Retirement Date, to reflect the effect of
              changes in the Participant's accrued benefit since the previous
              January 1. The final adjustment shall be made as of the
              Participant's Deferred Retirement Date. Adjustments required by
              this paragraph shall include a reduction equal to the Actuarial
              Equivalent of any payments already made with respect to the
              Participant. In no event, however, will the benefit payable to the
              Participant be reduced as a result of this paragraph. Furthermore,
              the operation of this paragraph will not affect the form of
              benefit payment previously elected by the Participant.

              Any Participant, other than a 5% owner as defined in Code Section
              416(i), who attains age 70 1/2 after December 31, 1996 but before
              January 1, 2002 shall have the option to commence receiving
              retirement benefits at any time commencing on or after

                                     - 36 -
<Page>

              the January 1 following the Plan Year in which such Participant
              attains age 70 1/2. Any Participant, other than a 5% owner as
              defined in Code Section 416(i), who attains age 70 1/2 on or after
              January 1, 2002, shall commence receiving retirement benefits no
              later than the January 1, of the calendar year following the
              calendar year in which he attains age 70 1/2 or the calendar year
              in which he retires, whichever is later. Participants who are 5%
              owners must continue to commence receiving benefits on the January
              1 following the Plan Year in which they attained age 70 1/2.

              Effective January 1, 1997, a Participant's deferred Retirement
              Benefit shall be equal to the greater of (i) the Actuarial
              Equivalent of his or her Deferred Retirement Benefit determined as
              of April 1, of the calendar year following the calendar in which
              the Participant attains age 70 1/2, or (ii) the Participant's
              Deferred Retirement Benefit determined as of his or her Deferred
              Retirement Date.

              Upon such Participant's actual Deferred Retirement Date, he shall
              then be eligible to make the election as described in Section
              5.022.

5.07   SUSPENSION OF BENEFIT DISTRIBUTIONS

       (a)    CONDITIONS FOR SUSPENSION

              If any Participant is reemployed by the Employer or an Affiliated
              Employer on or after his Benefit Commencement Date and before age
              70 1/2, or if any Participant continues in employment with the
              Employer or an Affiliated Employer after his Normal Retirement
              Date (as defined in Section 4.01), the benefit payable for a
              calendar month will be permanently withheld if the Participant
              completes 40 or more Hours of Service in the calendar month or in
              the four or five week payroll period ending in the calendar month.

              The benefit permanently withheld will be the actual amount
              scheduled to be paid for the calendar month in which the
              conditions for suspension are met.

                                     - 37 -
<Page>

       (b)    REDETERMINATION OF BENEFITS

              Upon the subsequent termination of employment of a Participant who
              was eligible to begin receiving payments under the Plan on his
              prior termination of employment date (whether or not such benefit
              payments had actually commenced), the Participant's retirement
              benefit shall be redetermined in accordance with the provisions of
              this Plan applicable to him as of his subsequent termination of
              employment date, as if no prior benefit payments had been made.
              His retirement benefit, as so redetermined, shall then be reduced
              by (i) the Actuarial Equivalent of the benefit payments, if any,
              previously made to such Participant prior to his Normal Retirement
              Date or (ii) in the case of a lump sum payment, the Actuarial
              Equivalent of the payment other than the portion of the payment
              attributable to the period (if any) after the Participant's Normal
              Retirement Date and before his reemployment commencement date. The
              form of payment of any retirement benefit to which he may
              thereafter become entitled shall be determined in accordance with
              the provisions of Article 5 at the time he subsequently retires
              without regard to the form in which his benefit had previously
              been paid.

              The Participant's retirement benefit as so redetermined shall not
              be less than his retirement benefit prior to the suspension of
              payments.

       (c)    RESUMPTION OF BENEFITS

              In the case of a Participant who was receiving benefit payments
              prior to reemployment, payment of such benefits shall resume no
              later than the first day of the third calendar month following the
              month in which the Participant ceases to satisfy the conditions
              for suspension described in paragraph (a) above.

              If the period of suspension is less than three months, the
              Participant's benefit shall continue to be paid in the same form
              of payment as was in effect before the suspension.

              The amount of the Participant's benefit shall be redetermined,
              taking into account increased service and any benefits paid before
              suspension, and shall not be less than the amount of benefit the
              Participant was receiving prior to suspension.

                                     - 38 -
<Page>

       (d)    NOTICE OF SUSPENSION

              If a Participant continues to be employed by the Employer or an
              Affiliated Employer after his Normal Retirement Date (as defined
              in Section 4.01) and the commencement of his benefit payments is
              delayed (or, in the case of reemployment, suspended) in accordance
              with the provisions of paragraph (a) above, the Committee shall
              give written notice to such Participant as required under
              Department of Labor Regulations 2530.203-3(b)(4) no later than the
              end of the first calendar month or payroll period in which the
              payment of benefits would have commenced if the Participant had
              not remained in or returned to employment.

5.08   RETIREMENT PRIOR TO JANUARY 1, 1985

       Except as specified otherwise herein, the monthly retirement benefit of a
       Participant who retired from the Service of the Employer prior to January
       1, 1985 shall be determined in accordance with the applicable provisions
       of the Prior Plan as in effect on the date of his retirement.

5.09   PARTICIPANTS WHO ATTAINED NORMAL RETIREMENT AGE OR WHO RETIRED PRIOR TO
       JANUARY 1, 1986

       Commencing January 1, 1986, the monthly retirement benefit of an active
       Participant who attained Normal Retirement Age prior to January 1, 1986
       or of a Retired Participant who retired prior to January 1, 1986 shall be
       increased by 2.5% for each year between the date such active Participant
       attained Normal Retirement Age or the date such Retired Participant
       retired and the anniversary of such date which occurs in 1986; provided
       that such increase in the monthly benefit shall not be less than $10.00.

5.10   TRANSFER ADJUSTMENT TO NORMAL RETIREMENT BENEFIT

       Notwithstanding the provisions under Section 5.03, in the event a
       Participant transfers to another subsidiary or division which provides a
       different benefit rate under this Plan than provided under the transferor
       subsidiary or division and such Participant is credited with more than
       2080 Hours of Service during the Plan Year of the transfer, such
       Participant's Normal Retirement Benefit will be adjusted as follows:

                                     - 39 -
<Page>

       (a)    the Participant's fractional year of Benefit Service under each
              benefit rate will be determined based on total Hours of Service
              credited for each subsidiary or division;

       (b)    the fraction calculated in (a) associated with the subsidiary or
              division with the smaller benefit rate shall be adjusted to be
              equal to one minus the fraction in (a) associated with the
              subsidiary or division with the larger benefit rate; and

       (c)    the fractions calculated in (b) will be multiplied by the
              applicable benefit rate to provide the total benefit earned in the
              Plan Year of the transfer.

5.11   DISABILITY RETIREMENT BENEFITS

       Effective October 1, 2001, in the event a Participant becomes disabled
       while employed with the Employer, so that he is receiving disability
       benefits under Title II of the Social Security Act, such Participant
       shall continue to be credited with years of Service for vesting and years
       of Benefit Service for the period he remains disabled and such crediting
       shall cease upon the earlier of the Participant's recovery from
       disability, death, election of Early Retirement or Normal Retirement
       Date. If a Participant's disability continues until his Normal retirement
       Date, his Normal Retirement Benefit shall commence as of the date elected
       by the Participant in accordance with the normal form of benefit
       described as Section 5.01 or 5.02, whichever is applicable, or the
       optional retirement benefit, if elected by the Participant as set forth
       in Article 5.

                                     - 40 -
<Page>

                       ARTICLE 6 - TERMINATION OF SERVICE

6.01   REQUIREMENTS FOR VESTED BENEFITS

       There are no benefits payable under the Plan if a Participant's
       employment terminated prior to the date he is entitled to retire and
       receive a benefit under the Plan, except as provided in this Article 6.

6.02   VESTED BENEFITS

       A Participant who completes an Hour of Service on or after January 1,
       1989 and who ceases to be an Employee prior to Normal Retirement Age for
       any reason except death or retirement under the Plan shall be entitled to
       a deferred vested benefit commencing on his Normal Retirement Date (as
       defined in Section 4.01) equal to his accrued Normal Retirement Benefit
       determined in accordance with the provisions of Section 6.021 multiplied
       by his vesting percentage in accordance with the following schedule:

<Table>
<Caption>
                 YEARS OF SERVICE                  VESTING PERCENTAGE
                 <S>                                       <C>
                 Less than 5 years                           0%
                  5 years or more                          100%
</Table>

6.021  COMPUTATION OF A VESTED BENEFIT

       The amount of deferred vested benefit payable to a Terminated Participant
       under Section 6.02 shall be equal to the Normal Retirement Benefit he
       would be entitled to under Section 5.03, 5.031, 5.032, 5.033, 5.034,
       5.035, 5.036, 5.037, 5.038,5.039, 5.040 or 5.041, whichever is
       applicable, based on his years of Benefit Service (including fractions
       thereof) and the rate of benefit in effect as of the date he last
       performs an Hour of Service, as an Eligible Employee

6.022  EARLY COMMENCEMENT OF A VESTED BENEFIT

       A Terminated Vested Participant entitled to a Vested Benefit under
       Section 6.02 may elect to have such benefit commence at any time after he
       is eligible to elect an Early Retirement Date pursuant to Section 4.02.
       In such case, his benefit shall be the Actuarial Equivalent of the
       benefit determined under Section 6.021.

                                     - 41 -
<Page>

       Effective January 1, 1999 a Terminated Participant entitled to a Vested
       Benefit under Section 6.02 may elect to have such benefit commence at any
       time after he reaches his fifty-fifth birthday provided he has completed
       at least 10 years of Service. Effective with respect to benefits
       commencing on or after January 1, 1999, such Participant shall be
       entitled to his benefit payable on his Normal Retirement reduced by 5/9
       of 1% for each of the first sixty months by which commencement of
       benefits precedes his Normal Retirement Date, and by 5/18 of 1% for each
       month thereafter, if any, by which commencement of benefits precedes his
       Normal Retirement Date.

                                     - 42 -
<Page>

                        ARTICLE 7 - DEATH OF PARTICIPANT

7.01   DEATH PRIOR TO RETIREMENT

       There are no death benefits payable under the Plan in the event of the
       death of a Participant, Retired Participant, or Terminated Participant
       prior to the commencement of his retirement benefits under the Plan,
       except as may be provided under the Surviving Spouse Benefit described in
       Section 7.02 or as may be provided under Section 7.04.

7.02   SURVIVING SPOUSE BENEFIT

       The spouse of a Participant or a Terminated Participant shall be eligible
       to receive a Surviving Spouse Benefit after the Participant's or
       Terminated Participant's death if the Participant or Terminated
       Participant has fulfilled the following requirements at the date of
       death:

       (a)    He has been legally married to such spouse throughout the
              twelve-month period ending on the date of his death;

       (b)    He has met the requirements for a Vested Benefit under Section
              6.02;

       (c)    He has not attained Normal Retirement Age; and

       (d)    He has not commenced receiving benefits under the Plan.

7.03   AMOUNT OF SURVIVING SPOUSE BENEFIT

       If a Participant or Terminated Participant dies after fulfilling all the
       requirements of Section 7.02, his spouse shall be entitled to a lifetime
       benefit under the Plan. If the surviving spouse of the Participant or
       Terminated Participant consents, such benefit shall commence on the first
       day of the month following the later of the Participant's or Terminated
       Participant's death or the date the Participant or Terminated Participant
       would have met the requirements for Early Retirement under Section 4.02.
       If such surviving spouse does not consent to receive benefits as
       described above, benefits shall commence on the first day of any month
       thereafter, as elected by the surviving spouse, but not later than the
       date the Participant or Terminated Participant would have attained age
       65.

                                     - 43 -
<Page>

       The Surviving Spouse Benefit shall be equal to (a), (b) or (c) below:

       (a)    If the Participant or Terminated Participant dies after meeting
              the requirements for Early Retirement as provided under Section
              4.02, the Surviving Spouse Benefit shall be equal to the amount
              which would have been payable to the spouse if the Participant or
              Terminated Participant had retired on the date preceding his date
              of death and he had been entitled to a Spouse Joint and Survivor
              Annuity;

       (b)    If the Participant or Terminated Participant dies on or before
              meeting the requirements for Early Retirement as provided under
              Section 4.02, the Surviving Spouse Benefit shall be equal to the
              amount which would have been payable to the spouse if the
              Participant or Terminated Participant had:

                (i)  terminated service on the date of his death;

               (ii)  survived to the earliest retirement age under Section 4.02;

              (iii)  retired at that time and was entitled to receive a Spouse
                     Joint and Survivor Annuity; and

               (iv)  died on the day following attainment of the earliest
                     retirement age; or

       (c)    If the Participant's or Terminated Participant's surviving spouse
              elects a benefit commencement date other than the first day of the
              month following the date of the Participant's or Terminated
              Participant's death or the date the Participant or Terminated
              Participant would have met the requirements for Early Retirement
              under Section 4.02, the Surviving Spouse Benefit under (a) or (b)
              above, whichever is applicable, shall be actuarially adjusted to
              reflect the actual date of benefit commencement.

7.04   DEATH AFTER COMMENCEMENT OF BENEFITS OR NORMAL RETIREMENT AGE

       There are no death benefits payable under the Plan upon the death of a
       Participant on or after his Normal Retirement Age or after a Participant
       has commenced receiving retirement benefits under the Plan, except as
       follows:

                                     - 44 -
<Page>

       (a)    If a Participant is receiving a Spouse Joint and Survivor Annuity
              as described in Section 5.02, any benefits becoming due will be
              paid in accordance with the terms of such Spouse Joint and
              Survivor Annuity;

       (b)    If a Participant has elected an optional benefit under Article 8,
              any benefits becoming due will be paid in accordance with the
              terms of such option;

       (c)    If a Participant dies after attaining his Normal Retirement Age
              but before his Deferred Retirement Date, the Spouse Joint and
              Survivor Annuity as described in Section 5.02 shall be deemed to
              be in effect on behalf of such Participant, provided he has not
              made an election under Section 5.022 to receive his benefits under
              another form of payment.

                                     - 45 -
<Page>

                      ARTICLE 8 - OPTIONAL FORMS OF BENEFIT

8.01   TIME FOR ELECTION

       Subject to the restrictions set forth in Section 8.06, in lieu of
       receiving the life annuity referred to in Section 5.01 or the Spouse
       Joint and Survivor Annuity referred to in Section 5.02, a Participant may
       elect, by written application filed with the Committee, to have his
       retirement benefit paid under one of the forms of benefit set forth in
       this Article 8, provided that such election is made prior to the earlier
       of: the Participant's actual retirement under the Plan or the
       Participant's required beginning date under Section 5.06 and in
       accordance with the procedures set forth in Section 5.024 (if such
       Participant is married) and in this Article 8. Neither Section 5.01 nor
       Section 5.02 shall apply if an effective election is made under this
       Article; provided, however, that a married Participant may, at any time
       during the election period established by the Committee under Section
       5.022, rescind his election of an option under this Article 8 and receive
       his retirement benefit in the form of an annuity for life under Section
       5.01 or a Spouse Joint and Survivor Annuity under Section 5.02 if he has
       met the requirements therefor.

8.02   CONTINGENT ANNUITANT OPTION

       A Participant may elect an option in accordance with Section 5.02, under
       which option he will receive an actuarially reduced benefit during his
       lifetime after retirement and 100%, 66-2/3% or 50% of such reduced amount
       will be continued to a person designated by the Participant at the time
       of election of the option (and referred to as a Contingent Annuitant) for
       the duration of the Contingent Annuitant's lifetime.

8.03   TEN YEAR CERTAIN LIFE ANNUITY OPTION

       A Participant may elect an option in accordance with Section 5.02, under
       which option he will receive an actuarially reduced benefit during his
       lifetime after retirement with a provision that if he dies after his
       Normal Retirement Age or after his Benefit Commencement Date but prior to
       receiving one hundred twenty monthly retirement payments, the balance of
       such one hundred twenty monthly retirement payments shall be paid to the
       Participant's Beneficiary.

                                     - 46 -
<Page>

8.04   WHEN OPTION EFFECTIVE

       If a Participant who elects an option under this Article 8 dies prior to
       Normal Retirement Age or prior to his Benefit Commencement Date, if
       earlier, the election shall be void and no benefit will be paid under the
       option. If the Participants Contingent Annuitant, or Beneficiary if
       applicable, dies prior to the commencement of retirement benefits to the
       Participant and prior to the Participant's Normal Retirement Age, the
       Participant may either (a) designate another Contingent Annuitant, or
       Beneficiary, if applicable, prior to his Normal Retirement Age, (b)
       receive the form of benefit at retirement which would have been payable
       to him had the option not been elected, or (c) elect another optional
       form of benefit under Article 8. Notwithstanding the first sentence of
       this Section 8.04, if the Participant has elected a Deferred Retirement
       Date (as defined in Section 4.03), and if the Participant dies after his
       Normal Retirement Date (as defined in Section 4.01) but before his
       Deferred Retirement Date, the Contingent Annuitant shall receive the
       reduced amount of retirement benefit payable under the option. If the
       Participant has elected a Deferred Retirement Date, and if either the
       Contingent Annuitant or Beneficiary, if applicable, dies after the
       Participants Normal Retirement Date but before his Deferred Retirement
       Date, the election shall be void and the Participant will receive the
       benefit which would have been payable to him had the option not been
       elected, unless another option is elected.

8.05   BENEFICIARY

       A Participant who elects an option under Section 8.03 shall designate, on
       a form provided by the Committee, a Beneficiary or Beneficiaries to
       receive any death benefit which may become payable under the designated
       option. The Participant may change his designation of Beneficiary from
       time to time by written notice filed with the Committee. If no designated
       Beneficiary survives to receive all benefits which may become due under
       the Plan, any such benefits becoming due shall be paid to any one or more
       of the following classes of successive Beneficiaries surviving the
       Participant: the Participant's (a) spouse, (b) issue, (c) parents, (d)
       brothers and sisters, or (e) executors and administrators.

8.06   LIMITATION OF ELECTION OF OPTION

       No option shall be effective under this Article if the anticipated effect
       would be to extend the period of payments beyond the joint life
       expectancy of the Participant and his Contingent Annuitant or
       Beneficiary; or would violate the minimum distribution incidental benefit
       requirement of Section 1.401(a)(9)-2 of the proposed regulations, or any
       provision of future law that amends, supplements, or supersedes such
       provision.

                                     - 47 -
<Page>

8.07   SPOUSAL CONSENT REQUIREMENT

       Notwithstanding anything herein contained to the contrary, the election
       by a married Participant of an optional form of benefit shall not take
       effect unless the requirements set forth in Section 5.024 have been
       satisfied.

                                     - 48 -
<Page>

                    ARTICLE 9 - CHANGE IN STATUS AND TRANSFER

9.01   CHANGE IN STATUS FROM ELIGIBLE EMPLOYEE TO NON-ELIGIBLE EMPLOYEE

       If a Participant is included in this Plan for a part of his period of
       employment with the Employer or an Affiliated Employer and then loses his
       status as an Eligible Employee, as defined in this Plan, he will not
       accrue any further benefits under this Plan; however, all Service with
       the Employer or an Affiliated Employer will be taken into account in
       determining his eligibility rights to receive any benefits previously
       accrued under this Plan.

       In the event an Employee loses his status as an Eligible Employee, his
       benefit shall be determined using the benefit rate in effect on the date
       he ceases to be an Eligible Employee. If the Employee's status again
       changes and he becomes an Eligible Employee and a Participant under the
       Plan, his years of Benefit Service as an Eligible Employee shall be
       aggregated and his benefit shall be determined using the benefit rate in
       effect on the latest date on which he ceases to be an Eligible Employee.

9.02   CHANGE IN STATUS FROM NON-ELIGIBLE EMPLOYEE TO ELIGIBLE EMPLOYEE

       If a Participant is included in this Plan after a period of Service with
       the Employer when he was not an Eligible Employee, as defined in this
       Plan, all his Service with the Employer or an Affiliated Employer will be
       counted only for purposes of determining his eligibility to participate
       in the Plan and his rights to receive benefits under this Plan.

9.021  NON-DUPLICATION OF BENEFITS

       If benefits are payable on account of the same period of employment with
       the Employer or an Affiliated Employer, under this Plan and another
       qualified defined benefit plan toward which the Employer contributes (or
       has contributed), the benefits payable under this Plan on account of such
       period shall be reduced by the Actuarial Equivalent of any benefit
       payable to him under such other plan calculated in the same form and
       manner as is the benefit payable under this Plan on account of the same
       period of Service. However, if such other Plan provides for a similar
       reduction of benefits, then this Section shall be disregarded with
       respect to an Eligible Employee whose most recent period of participation
       in this Plan is earlier than his most recent period of participation in
       such other plan.

                                     - 49 -
<Page>

9.03   TRANSFER IN EMPLOYMENT

       For purposes of determining vested benefits and eligibility, a direct
       transfer in employment between the Employer and a wholly owned subsidiary
       of the Employer, whether or not it adopts the Plan, shall not be deemed
       to effect any break in Service as to the Eligible Employee or Participant
       so transferring, as long as he retains his status as an Eligible Employee
       with such subsidiary. His Benefit Service with such subsidiary prior to
       the date of its adoption of the Plan shall be counted for purposes of the
       Plan to the extent specified in the vote of the board of directors of
       such subsidiary adopting the Plan. The Eligible Employee or Participant
       shall not lose his right to any Benefit Service he had accrued with the
       Employer prior to the date of his transfer in employment to the
       subsidiary, provided that there shall be no duplication in benefits based
       on such Benefit Service.

9.031  EMPLOYMENT WITH AN AFFILIATED EMPLOYER

       For purposes of determining a Participant's eligibility to participate in
       the Plan and his right to a Vested Benefit under Section 6.02, any
       employment with an Affiliated Employer shall be treated as Service with
       the Employer; such Service to be determined by the Committee in
       accordance with the Service provisions of Article 2 applied in a uniform,
       nondiscriminatory manner to all Participants and to be based on the
       employment records of the Affiliated Employer. In no event shall a person
       who has completed such Service enter the Plan prior to his employment
       with the Employer or accrue any benefits under the Plan in respect of
       such Service, except as provided in Section 9.03.

                                     - 50 -
<Page>

                           ARTICLE 10 - ADMINISTRATION

10.01  ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND TRUST
       ADMINISTRATION

       The Fiduciaries shall have only those powers, duties, responsibilities
       and obligations as are specifically given to them under this Plan or the
       Trust. Any power, duty, responsibility or obligation relating to the
       control, management, or administration of the Plan or Trust Fund which is
       not specifically allocated to any Fiduciary, or with respect to which the
       allocation is in doubt, shall be deemed allocated to the Employer. In
       general, the Employer shall have the sole responsibility for making the
       contributions, as specified in Article 11 and subject to the provisions
       of Article 11, necessary to provide benefits under the Plan. The
       Sponsoring Employer by action of its Board shall have the sole authority
       to appoint and remove the Trustee and the members of the Committee and to
       amend or terminate, in whole or in part, this Plan and the Trust. The
       Committee shall have the sole responsibility for the administration of
       this Plan, as specifically described in this Plan and the Trust. The
       Trustee shall have the sole responsibility for the administration of the
       Trust and the management of the Trust assets, except as otherwise
       specifically provided in this Plan and the Trust.

       The Sponsoring Employer, by written instrument filed with the records of
       the Plan, may designate fiduciary capacities and/or Fiduciaries other
       than those named herein. A Fiduciary may serve in more than one fiduciary
       capacity in respect to the Plan. A Fiduciary shall have the authority to
       delegate responsibilities, as provided above, and may employ one or more
       parties to render advice with regard to any responsibility he has under
       the Plan.

10.02  INDEMNIFICATION

       The Employer shall indemnify each member (and former member) of the
       Committee and any other employee, officer or director (and former
       employee, officer or director) of the Employer against any claims, loss,
       damage, expense and liability (other than amounts paid in settlement not
       approved by the Employer) reasonably incurred by him in connection with
       any action or failure to act to which he may be party by reason of his
       membership on the Committee or performance of an authorized duty or
       responsibility for or on behalf of the Employer pursuant to the Plan or
       Trust unless the same is determined to be the result of the individual's
       gross negligence or willful misconduct. Such indemnification by the
       Employer shall be made only to the extent (a) such expense or liability
       is not payable to or on behalf of

                                     - 51 -
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       such person under liability insurance coverage; and (b) the Trust is
       precluded from assuming such expense or liability because of the
       operations of ERISA Section 410 or other applicable law. The foregoing
       right to indemnification shall be in addition to any other rights to
       which any such person may be entitled as a matter of law.

10.03  APPOINTMENT OF COMMITTEE

       The Plan shall be administered by a Committee consisting of at least
       three (3) persons who shall be appointed by and serve at the pleasure of
       the Board. A person who is selected as a member of the Committee also may
       serve in one or more other fiduciary capacities with respect to the Plan
       and may be a Participant. The Board shall have the right to remove any
       member of the Committee at any time, and a member may resign at any time
       by written resignation to the Board. The Board may fill by appointment
       any vacancy in the membership of the Committee. All usual and reasonable
       expenses of the Committee incurred by them in the administration of the
       Plan and Trust, including but not limited to fees and expenses of
       professional advisors referred to above, shall be paid by the Trust Fund
       unless such expenses are paid by the Employer. All or part of such
       expenses may be paid by the Employer, but the Employer shall be under no
       obligation to pay any such expenses. Any members of the Committee who are
       full-time employees of the Employer shall not receive compensation with
       respect to their services as a member of the Committee.

10.04  RECORDS AND REPORTS

       The Committee shall exercise such authority and responsibility as it
       deems appropriate in order to comply with the Code, ERISA, and
       governmental regulations issued thereunder relating to records of
       Participants, Service and Benefit Service, benefits, notifications to
       Participants, annual registration with the Internal Revenue Service, and
       annual reports to the Department of Labor. The Employer and the Committee
       shall each keep or cause to be kept such Employee and Participant data
       and other records, and shall each reasonably give notice to the other of
       such information, as shall be proper, necessary or desirable to
       effectuate the purpose of the Plan. Neither the Employer nor the
       Committee shall be required to duplicate any records kept by the other.

                                     - 52 -
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10.05  OTHER COMMITTEE POWERS AND DUTIES

       The Committee shall have such duties and powers as may be necessary to
       discharge its duties hereunder, including, but not by way of limitation,
       the following:

       (a)    To construe and interpret the Plan, including the supplying of any
              omissions in accordance with the intent of the Plan, decide all
              questions of eligibility, determine the amount, manner and time of
              payment of any benefits hereunder, and to authorize the payment of
              benefits;

       (b)    To prescribe forms and procedures to be followed by the
              Participants, spouses, and Beneficiaries filing applications for
              benefits;

       (c)    To prepare and distribute, in such manner as the Committee
              determines to be appropriate, information explaining the Plan;

       (d)    To receive from the Employer and from Participants such
              information as shall be necessary for the proper administration of
              the Plan;

       (e)    To furnish the Employer, upon request, such annual reports with
              respect to the administration of the Plan as are reasonable and
              appropriate;

       (f)    To receive, review and keep on file (as it may deem convenient or
              proper) reports of the financial condition, and of the receipts
              and disbursements, of the Trust Fund from the Trustee;

       (g)    To appoint, employ or designate individuals to assist in the
              administration of the Plan and any other agents it deems
              advisable, including legal and actuarial counsel;

       (h)    To make such equitable and practical adjustments as may be
              necessary to correct mistakes of fact or other errors; and

       (i)    To authorize amendments of the Plan by a Company officer, provided
              such amendments are of a non-substantive nature and do not
              significantly increase the cost of the Plan; and

       (j)    To exercise such other powers and duties as the Board may delegate
              to it.

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       The Committee may retain auditors, accountants, physicians, actuaries,
       legal counsel and other professional advisors selected by it. The opinion
       of, or information and data contained in any certificate or report or
       other material prepared by any such auditor, physician, actuary,
       accountant, legal counsel, or other professional advisors shall be full
       and complete authority and protection in respect of any action taken,
       suffered or omitted by the Committee or other Fiduciary in good faith and
       in accordance with such opinion or information and no member of the
       Committee or other Fiduciary shall be deemed imprudent by reason of any
       such action.

10.06  RULES AND DECISIONS

       The Committee may adopt such rules as it deems necessary, desirable or
       appropriate for the proper and efficient administration of the Plan and
       as are consistent with the provisions of the Plan. Rules and decisions of
       the Committee shall not discriminate in favor of officers, directors, or
       Highly Compensated Employees of the Employer. When making a determination
       or calculation, the Committee shall be entitled to rely upon information
       furnished by a Participant, spouse, Contingent Annuitant or Beneficiary,
       the Employer, the legal counsel of the Employer, an Actuary, consultant,
       or the Trustee. The Committee shall have and shall exercise complete
       discretionary authority to construe, interpret and apply all of the terms
       of the Plan, including all matters relating to eligibility for benefits,
       amount, time or form of benefits, and any disputed or allegedly doubtful
       Plan terms. Any such construction, administration, interpretation or
       application shall be final, binding and conclusive upon all persons
       including, but not by way of limitation, Employees, Participants,
       spouses, Contingent Annuitants, Beneficiaries, and their heirs, and
       personal representatives, and any other person claiming an interest under
       the Plan and shall not be deemed imprudent. In exercising such
       discretion, the Committee shall give controlling weight to the intent of
       the Plan.

10.07  COMMITTEE PROCEDURES

       The Committee may act at a meeting or in writing without a meeting. All
       decisions of the Committee shall be made by the vote of the majority
       including actions in writing taken without a meeting. The Committee may
       adopt such operating procedures and regulations as it deems desirable for
       the conduct of its affairs and may authorize a member, or each member, of
       the Committee to act on its behalf in certain administrative matters
       deemed by them to be routine in nature, including the execution of
       documents. No Committee member

                                     - 54 -
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       who is a Participant shall have any vote in any decision of the Committee
       made uniquely with respect to such Committee member or his benefits
       hereunder.

10.08  AUTHORIZATION OF BENEFIT PAYMENTS

       The Committee shall issue directions to the Trustee concerning all
       benefits which are to be paid from the Trust Fund pursuant to the
       provisions of the Plan, and certify that all such directions are in
       accordance with the Plan.

10.09  APPLICATION AND FORMS FOR PAYMENT

       The Committee shall require a Participant to complete and file with the
       Committee an application for distribution of benefits and all other forms
       approved by the Committee for the purpose and to furnish all pertinent
       information requested by the Committee. The Committee may rely upon all
       such information furnished to it, including the Participant's current
       mailing address. To the extent that the Committee shall prescribe forms
       for use by the Participants, former Participants, and their respective
       spouses, Contingent Annuitants, or Beneficiaries in communicating with
       the Employer or the Committee, as the case may be, and shall establish
       periods during which communications may be received, they and the
       Employer shall respectively be protected in disregarding any notice or
       communication for which a form shall so have been prescribed and which
       shall not be made on such form and any notice or communication for the
       receipt of which a period shall so have been established and which shall
       not be received during such period, or in accepting any notice or
       communication which shall not be made on the proper form and/or received
       during the proper period. The Employer and the Committee shall
       respectively also be protected in acting upon any notice or other
       communication purporting to be signed by any person and reasonably
       believed to be genuine and accurate, and shall not be deemed imprudent by
       reason of so doing.

10.10  CLAIMS PROCEDURE

       The Committee shall notify each Participant of his entitlement to receive
       benefits under this Plan, and shall provide appropriate forms on which
       application for such benefits may be made.

       Each Participant, spouse, Contingent Annuitant, or Beneficiary claiming a
       benefit under the Plan must complete and file such application forms with
       the Committee. One Committee

                                     - 55 -
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       member (or his designee) shall be designated to review all applications
       for benefits. He shall notify the claimant in writing of his decision
       within ninety (90) days of his receipt of the application. If special
       circumstances require any extension of time (not to exceed ninety (90)
       days) for processing the claim, the claimant will be notified in writing
       of the extension prior to the expiration of the initial ninety (90) day
       period.

       The reviewing member of the Committee shall make all determinations on
       behalf of the Committee as to the right of any person to a benefit. Any
       denial by the reviewing Committee member of a claim for benefits shall be
       stated in writing and delivered or mailed to the claimant. The notice
       shall be written to the best of the reviewing Committee member's ability
       in a manner that may be understood without legal or actuarial counsel.
       Such notice shall set forth specific reasons for the denial, specific
       references to the pertinent Plan provisions on which the denial is based,
       an explanation of the Plan's claim review procedure, and, if applicable,
       a description of additional material or information necessary for the
       claimant to perfect his claim. If the reviewing Committee member rejects
       the application solely because the claimant failed to furnish certain
       necessary material or information, the notice shall explain what
       additional material is needed and why, and advise the claimant that he
       may refile a proper application under the above claim procedure.

10.11  APPEAL AND REVIEW PROCEDURE

       If a claim has been denied by the reviewing Committee member, the
       claimant may appeal the denial within sixty (60) days after his receipt
       of written notice thereof by submitting in writing to the Committee a
       request for review of the denial of such claim. A claimant may also
       submit a written statement of issues and comments concerning his claim,
       and he may request an opportunity to review the Plan, the Trust and any
       other pertinent documents (which shall be made available to him by the
       Committee within thirty (30) days after its receipt of a copy of the
       request) at a convenient location during regular business hours.

       If an appeal is made, the Committee shall render its final decision with
       the specific reasons therefor in writing and transmit it to the claimant
       by certified mail within 60 days of its receipt of the request for review
       (or within 120 days in the event a hearing is granted).

       All interpretations, determinations, and decisions of the Committee or
       its designated representative with respect to any matter herein will be
       final, conclusive, and binding upon all interested parties.

                                     - 56 -
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10.12  EVIDENCE

       Evidence required of anyone under the Plan may be given by certificate,
       affidavit, document or in such other form as the person to whom such
       evidence is given considers appropriate.

                                     - 57 -
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                        ARTICLE 11 - FUNDING OF THE PLAN

11.01  MEDIUM OF FUNDING

       The Plan will be funded through one or more Trust Funds established by
       the Employer.

11.02  CONTRIBUTIONS

       The Employer shall make such contributions to the Trust Fund from time to
       time as may be necessary to maintain the Plan on a sound actuarial basis
       and meet the funding requirements of the ERISA. In determining such
       contributions, the earnings of the Trust Fund and any amounts forfeited
       by Terminated Participants shall be considered as a part of the Trust
       Fund in establishing the cost of maintaining the Plan.

11.03  FUND TO BE FOR THE EXCLUSIVE BENEFIT OF PARTICIPANTS

       The contributions made to the Trust Fund by the Employer under the Plan
       shall be for the exclusive benefit of Participants, Retired Participants,
       and Terminated Participants, and no part of the Trust Fund shall revert
       to the Employer, except such amounts as may remain after the satisfaction
       of all liabilities to Participants, Retired Participants, Terminated
       Participants, surviving spouses, Contingent Annuitants, and Beneficiaries
       upon termination of the Plan.

11.04  FORFEITURES

       All amounts forfeited by Terminated Participants shall be used to reduce
       the Employer's cost of the Plan, and shall not be used to increase the
       benefits of other Participants under the Plan.

11.05  INTERESTS OF PARTICIPANTS IN TRUST FUND

       No Participant shall have any right, title or interest in any part of the
       assets of any Trust Fund except as and to the extent expressly provided
       by the Plan.

                                     - 58 -
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11.06  PAYMENT OF EXPENSES

       It is intended that the administrative and all other expenses of the Plan
       shall be paid by the Trust Fund, unless such expenses are paid by the
       Employer. All or part of such expenses may be paid by the Employer, but
       the Employer shall be under no obligation to pay any such expenses.

                                     - 59 -
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                   ARTICLE 12 - PAYMENT OF RETIREMENT BENEFITS

12.01  PAYMENT OF SMALL AMOUNTS

       In the event that the Actuarial Equivalent value of any benefits under
       the Plan would be $3,500 ($5,000 effective October 1, 2001) or less (or
       such other amount as provided by applicable law or regulation) on the
       date of distribution, the Committee shall authorize the payment of such
       Actuarially Equivalent amount in a lump sum.

12.02  DEEMED DISTRIBUTION

       If the Actuarial Equivalent of the vested portion of a Participant's
       accrued benefit is zero, the Participant shall be deemed to have received
       a single sum distribution of the vested portion of his accrued benefit on
       his date of termination of employment and the nonvested portion of his
       accrued benefit shall thereupon be forfeited. If such Participant resumes
       employment covered under the Plan before the date he incurs a break in
       Service on or after January 1, 1985 which equals or exceeds the greater
       of five years or the number of years of Service which the Employee
       completed prior to the break in Service, the nonvested portion of the
       accrued benefit forfeited pursuant to this Section 12.02 shall be
       restored on the Participant's date of employment.

12.03  PAYMENTS FOR INCAPACITATED PERSONS

       Whenever, in the Committee's opinion, a person entitled to receive any
       payment of a benefit, or installment thereof, hereunder is under a legal
       disability or is incapacitated in any way so as to be unable to manage
       his financial affairs, the Committee may direct the Trustee to make
       payments to the legal representative of such person. Any payment of a
       benefit or installment thereof in accordance with the provisions of this
       Section shall be a complete discharge of any liability for the making of
       such payment under the provisions of the Plan.

       If any Beneficiary of any Participant or former Participant shall be a
       minor, the Trustee shall be fully protected in making any payment
       required to be made to such minor to any person who shall be a custodian
       or guardian for such minor.

                                     - 60 -
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12.04  SPENDTHRIFT

       Except as provided in Section 12.05, no benefit payable at any time under
       the Plan shall be subject in any manner to alienation, anticipation,
       sale, transfer, assignment, pledge, attachment or encumbrance of any
       kind. No benefit and no Trust Fund established in connection with the
       Plan shall in any manner be subject to the debts or liabilities of any
       person entitled to such benefit. Effective August 5, 1997, the Plan shall
       recognize judgements or settlements described in Sections 401(a)(13)(C)
       and (D) of the Code.

12.05  PAYMENT UNDER QUALIFIED DOMESTIC RELATIONS ORDERS

       Notwithstanding any provision of the Plan to the contrary, if there is
       entered any qualified domestic relations order (within the meaning of
       Section 414(p) of the Code and ERISA Section 206(d)(3)(B), as added by
       the Retirement Equity Act of 1984) that affects the payment of benefits
       hereunder, such benefits shall be paid in accordance with the applicable
       requirements of such order.

12.06  LATEST COMMENCEMENT OF BENEFITS

       (a)    In no case, unless the Participant otherwise elects in accordance
              with Section 401(a)(14) of the Code and the Treasury Regulations
              promulgated thereunder, will the payment of benefits to any
              Participant commence later than the 60th day after the latest of
              the following: (i) the close of the Plan Year of the Participant's
              Normal Retirement Date (as defined in Section 4.01); (ii) the
              close of the Plan Year in which occurs the tenth anniversary of
              the year in which the Participant commenced participation in the
              Plan; or (iii) the close of the Plan Year in which the Participant
              terminates his service with the Employer and all Affiliated
              Employers.

       (b)    Notwithstanding the foregoing, benefits from the Plan shall begin
              no later than the required beginning dates described in Section
              5.06.

12.07  COMMENCEMENT OF BENEFITS PRIOR TO NORMAL RETIREMENT AGE

       Notwithstanding anything herein to the contrary, except as provided in
       Section 12.01, no benefit shall commence to the Participant or the
       Participant's spouse prior to the date the Participant attains or would
       have attained his Normal Retirement Age without the consent of

                                     - 61 -
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       the Participant and the Participant's spouse, if required by applicable
       law. Such consent must be obtained not more than 90 days prior to the
       Benefit Commencement Date.

12.08  DISTRIBUTION OF BENEFITS BEGINNING BEFORE DEATH AND AFTER DEATH

       (a)    DISTRIBUTION BEGINNING BEFORE DEATH. If distribution to the
              Participant has begun and the Participant dies before his entire
              Vested Benefit has been distributed, the remaining portion of such
              Vested Benefit shall be distributed to his Beneficiary or
              Contingent Annuitant, as least as rapidly as under the method of
              payment in effect at the Participant's date of death.

       (b)    DISTRIBUTION BEGINNING AFTER DEATH. If the Participant dies before
              commencement of his Vested Benefit, distribution of the
              Participant's entire Vested Benefit shall be completed by December
              31 of the calendar year containing the fifth anniversary of the
              Participant's death, except that:

                (i)  if the Participant's designated Beneficiary is an
                     individual other than the Participant's spouse, the
                     Participant's interest may be distributed over the life
                     expectancy of his Beneficiary, beginning on or before
                     December 31 of the calendar year immediately following the
                     calendar year in which the Participant died; and

               (ii)  if the Participant's designated Beneficiary is his spouse,
                     the Participant's interest may be distributed over the life
                     expectancy of his spouse, beginning on or before the later
                     of:

                     (A)    December 31 of the calendar year next following the
                            calendar year in which the Participant died; or

                     (B)    December 31 of the calendar year in which the
                            Participant would have attained age 70 1/2.

                                     - 62 -
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12.09  DISTRIBUTION LIMITATIONS

       (a)    For purposes of this Section 12.09, the following terms shall have
              the indicated meaning:

                (i)  "BENEFITS" means the sum of the Participant's accrued
                     benefit and all other benefits to which he is entitled
                     under the Plan, but excluding any death benefit provided
                     for by insurance on the Participant's life.

               (ii)  "RESTRICTED PARTICIPANT" means, with respect to a Plan
                     Year, a Highly Compensated Employee who is a Participant
                     and who, if there are more than 25 Highly Compensated
                     Employees, is one of the 25 Highly Compensated Employees
                     with the highest Total Annual Pay, as defined in
                     subparagraph (iii) below.

                     An individual who is a Restricted Participant in a Plan
                     Year shall be a Restricted Participant in a subsequent Plan
                     Year only if he satisfies the conditions of the previous
                     sentence in such subsequent Plan Year.

                     If more than one individual has the same Total Annual Pay,
                     the younger individual shall be deemed to have the higher
                     Total Annual Pay.

              (iii)  "TOTAL ANNUAL PAY" means, with respect to any Plan Year:

                     (A)    In the case of a Highly Compensated Employee who is
                            not currently employed by the Employer or an
                            Affiliated Employer, the greater of his Section 415
                            Compensation (as defined in Section 5.04(c)) for the
                            Plan Year in which he ceased to be employed by the
                            Employer or an Affiliated Employer, or his Section
                            415 Compensation for the Plan Year immediately
                            preceding that Plan Year, and

                     (B)    In the case of a Highly Compensated Employee who is
                            currently employed by the Employer or an Affiliated
                            Employer, the greater of his Section 415
                            Compensation for the Plan Year in question or for
                            the prior Plan Year.

                                     - 63 -
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       (b)    Subject to paragraph (c) below, a Restricted Participant may not
              receive his Benefits under this Plan in the form of a single lump
              sum payment, or other benefit form under which payments during a
              single year would exceed the annual payments that would be made on
              behalf of such Participant under a single life annuity that is the
              Actuarial Equivalent of his benefits (other than the benefits
              described in paragraph (c)(iii) below).

       (c)    The limitation of paragraph (b) above shall not apply:

                (i)  to any payment, if the value of Plan assets after such
                     payment equals or exceeds 110% of the value of the Plan's
                     "CURRENT LIABILITIES" (within the meaning of Section
                     412(1)(7) of the Code); or

               (ii)  if the value of the Restricted Participant's Benefit is
                     less than 1% of the value of such current liabilities, or

              (iii)  to payment of benefits attributable to transferred balances
                     from defined contribution plans or to employee
                     contributions.

       (d)    In the event that Congress provides by statute, or the Internal
              Revenue Service provides by regulation or ruling, that the
              limitations set forth in this Section 12.09 are not necessary for
              the Plan to meet the requirements of Section 401(a) or other
              applicable provisions of the Code then in effect, such limitations
              shall become void and shall no longer apply without the necessity
              of further amendment to the Plan.

       (e)    Notwithstanding the foregoing, the limitations of paragraph (b)
              above shall not apply to any Restricted Participant otherwise
              subject thereto who enters into a prior written agreement with the
              Committee to the effect that if the Plan is terminated and
              distribution of benefits has been or will be made to such
              Participant regardless of the limitation of paragraph (b) above,
              such Participant (or, in the case of his death, his estate or
              representatives) shall repay to the Trustee a sum equal to the
              total amounts by which his benefits under the Plan shall exceed
              benefits determined under the preceding limitation ("Restricted
              Benefits").

                                     - 64 -
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12.10  DIRECT ROLLOVER DISTRIBUTIONS

       Notwithstanding any provision of the Plan to the contrary, if any
       distribution to a Distributee (i) is made on or after January 1, 1993,
       (ii) totals $200 or more, and (iii) constitutes an Eligible Rollover
       Distribution, the Distributee may elect on a form provided by the
       Committee to have all or part of such Eligible Rollover Distribution paid
       in a direct rollover to an Eligible Retirement Plan selected by the
       Distributee. For this purpose, a Distributee, an Eligible Rollover
       Distribution, and an Eligible Retirement Plan shall be defined as
       follows:

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

       (b)    Eligible Rollover Distribution means any distribution of all or
              any portion of the balance to the credit of a Distributee, except
              that an Eligible Rollover Distribution does not include any
              distribution that is one of a series of substantially equal
              periodic payments (not less frequently than annually) made for the
              life (or life expectancy) of the Distributee or the joint lives
              (or joint life expectancies) of the Distributee and the
              Distributee's designated beneficiary, or for a specified period of
              ten years or more; any distribution to the extent such
              distribution is required under Section 401(a)(9) of the Code; and
              the portion of any distribution that is not includable in gross
              income (determined without regard to the exclusion for net
              unrealized appreciation with respect to employer securities).

       (c)    Eligible Retirement Plan means a plan described below:

                (i)  an individual retirement account described in Section
                     408(a) of the Code;

               (ii)  an individual retirement annuity (other than an endowment
                     contract) described in Section 408(b) of the Code;

              (iii)  with respect to Participants and Distributees who are
                     alternate payees only, a qualified defined contribution
                     plan and exempt trust described in Sections 401(a) and
                     501(a) of the Code respectively, the terms of which permit
                     the acceptance of rollover contributions; or

                                     - 65 -
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               (iv)  with respect to Participants and Distributees who are
                     alternate payees only, an annuity plan described in Section
                     403(a) of the Code.

       If an election is made to have only a part of an eligible rollover
       distribution paid in a direct rollover, the amount of the direct rollover
       must total $500 or more.

       Direct rollovers shall be accomplished in accordance with procedures
       established by the Committee.

                                     - 66 -
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              ARTICLE 13 - AMENDMENTS TO OR TERMINATION OF THE PLAN

13.01  RIGHTS OF THE EMPLOYER TO AMEND OR TERMINATE

       (a)    While it is the intention of the Sponsoring Employer to continue
              the Plan indefinitely, the Sponsoring Employer reserves the right
              to modify, amend or terminate the Plan in whole or in part at any
              time by an instrument in writing pursuant to authority of a vote
              of the Board of Directors; provided, however, that the Plan shall
              not be amended in such manner as would cause or permit any part of
              the Trust to be diverted for purposes other than for the exclusive
              benefit of Participants, Retired Participants, and Terminated
              Participants; decrease a Participant's accrued benefit or
              eliminate an optional form of payment with respect to benefits
              accrued as of the later of the (a) the date such amendment is
              adopted, or (b) the date the amendment becomes effective; or to
              revert to or become the property of the Employer, prior to the
              satisfaction of all liabilities under the Plan with respect to
              Participants, Retired Participants, Terminated Participants,
              surviving spouses, Contingent Annuitants, and Beneficiaries.

       (b)    If any Plan amendment changes the vesting schedule set forth in
              Section 6.02, each Participant who has completed at least three
              (3) years of Service on the effective date of the change in the
              vesting schedule shall have his vesting percentage computed in
              accordance with the vesting schedule which produces the highest
              vested benefit.

13.02  TERMINATION OF THE PLAN

       Upon termination of the Plan due to any reason, or partial termination in
       accordance with the regulations of the Treasury Department, the rights of
       all non-vested Participants affected by such termination to benefits
       accrued prior to the date of such termination shall be nonforfeitable.
       The assets of the Plan shall thereupon be allocated in accordance with
       the provisions of Sections 13.03 and 13.04. No Participant or any other
       person shall have the right to seek payment of benefits directly from the
       Sponsoring Employer or Employer and all persons shall look solely to the
       Trust Fund for payment of benefits. Such payments shall be made only to
       the extent that the funds held in the Trust are sufficient therefor,
       except as may be otherwise guaranteed by the Pension Benefit Guaranty
       Corporation.

       Upon termination of the Plan, benefits of missing participants shall be
       treated in accordance with Section 4050 of ERISA.

                                     - 67 -
<Page>

13.03  LIMITATIONS ON BENEFITS UPON TERMINATION

       The allocation of the amounts in Section 13.04 shall be based on the
       actuarial value of the benefit payable under the Plan at Normal
       Retirement Age as a life annuity, without death benefit, not in excess of
       the lesser of:

       (a)    100% of the Participant's monthly compensation averaged over the
              five consecutive years in which his compensation was the highest;
              or

       (b)    such amount as determined according to the regulations of the
              Pension Benefit Guaranty Corporation. Such amount shall be subject
              to adjustment each year to reflect changes in the Social Security
              contribution and benefit base, any such adjustments shall be in
              accordance with regulations issued by the Pension Benefit Guaranty
              Corporation.

13.04  ALLOCATION OF ASSETS

       After providing for the expenses incurred in terminating the Plan, the
       assets shall be used and applied for the benefit of Retired Participants
       (including surviving spouses, Contingent Annuitants, and Beneficiaries),
       Participants, and Terminated Participants who at the date of retirement
       or termination of employment may have been entitled to retirement
       benefits, to be allocated in the following order:

       (a)    FIRST: Assets shall be allocated to provide pensions for life, on
              the basis of the Plan provisions in effect at the beginning of the
              five-year period ending on the date of Plan termination, to
              Retired Participants (including surviving spouses, Contingent
              Annuitants, and Beneficiaries receiving benefits) who have been
              receiving benefits for three years prior to the date of
              termination and Participants and Terminated Participants who have
              met the requirements for normal or early retirement benefit at
              least three years prior to the date of termination.

       (b)    SECOND: If any assets remain after allocation for the purposes of
              paragraph (a), they shall be allocated to provide a benefit for
              life, on the basis of the Plan provisions in effect five years
              prior to the date of Plan termination, to all other Retired
              Participants (including surviving spouses, Contingent Annuitants,
              and Beneficiaries receiving benefits) and all other Participants
              and Terminated Participants who are not included in paragraph (a)
              and who have met the requirements for Normal or Early Retirement
              or for a Vested Benefit under Article 6 at the date of
              termination.

                                     - 68 -
<Page>

       (c)    THIRD: If any assets remain after allocation for the purposes of
              paragraphs (a), and (b), they shall be allocated to provide the
              benefit, if any, in excess of the benefit provided by the
              allocations under paragraphs (a), and (b) necessary to bring the
              benefits of Retired Participants (including surviving spouses,
              Contingent Annuitants, and Beneficiaries) and all Participants and
              Terminated Participants who have met the requirements for Normal
              or Early Retirement or a Vested Benefit under Article 6 at the
              date of Plan termination up to the full amount of the accrued
              retirement benefit provided under the Plan as of the date of Plan
              termination, such benefits to be determined without regard to the
              maximum benefit stated in Section 13.03.

       (d)    FOURTH: If any assets remain after allocation for the purposes of
              paragraphs (a), (b), and (c), they shall be allocated to provide
              benefits to all other Participants of the Plan on the date of Plan
              termination, such benefits to be determined without regard to the
              maximum benefit stated in Section 13.03.

       (e)    FIFTH: If any assets remain after the complete allocation for the
              foregoing purposes of this Article 13, they shall be returned to
              the Employer.

       If the allocable assets are insufficient to provide in full for the
       allocations under any of the foregoing paragraphs after the provision for
       all allocations under previous paragraphs, each allocation under such
       paragraph as to which assets are insufficient shall be reduced pro-rata.

       No allocations will be made under the foregoing Section with respect to
       any benefits accrued under the Plan after the Secretary of the Treasury
       has issued notice that the Plan does not meet the requirements of Section
       401(a) of the Code.

                                     - 69 -
<Page>

13.05  DISTRIBUTION MEDIA

       The allocations for which provision is made in this Article 13 may be
       accomplished through:

       (a)    group contracts or individual annuity contracts; or

       (b)    cash; or

       (c)    any combination of the foregoing.

                                     - 70 -
<Page>

                        ARTICLE 14 - TOP-HEAVY PROVISIONS

14.01  ARTICLE CONTROLS

       Any Plan provisions to the contrary notwithstanding, the provisions of
       this Article 14 shall control to the extent required to cause the Plan to
       comply with the requirements imposed by Section 416 of the Code.

14.02  DEFINITIONS

       Where the following words and phrases appear in this Article 14, they
       shall have the respective meanings set forth below, unless their context
       clearly indicates to the contrary:

       (a)    ACCOUNT BALANCE

              As of any Valuation Date, the aggregate amount credited to an
              individual's account or accounts under a qualified defined
              contribution plan (excluding the employee contributions which were
              deductible within the meaning of Section 219 of the Code and
              rollover or transfer contributions made by or on behalf of such
              individual to such plan from another qualified plan, sponsored by
              an entity other than the Employer or an Affiliated Company)
              increased by (i) the aggregate distributions made to such
              individual from such plan during a five-year period ending on the
              Determination Date and (ii) the amount of any contributions due as
              of the Determination Date immediately following such Valuation
              Date;

       (b)    ACCRUED BENEFIT

              As of any Valuation Date, the present value (computed on the basis
              of the Assumptions) of the cumulative accrued benefit (excluding
              the portion thereof which is attributable to employee
              contributions which were deductible pursuant to Section 219 of the
              Code, to rollover or transfer contributions made by or on behalf
              of such individual to such plan from another qualified plan
              sponsored by an entity other than the Employer or an Affiliated
              Company, to proportional subsidies or to ancillary benefits) of an
              individual under a qualified defined benefit plan increased by the
              aggregate distributions made to such individual from such plan
              during a five-year period ending on the Determination Date;

                                     - 71 -
<Page>

       (c)    AFFILIATED COMPANY

              Any corporation or other business entity which is required to be
              aggregated with the Employer by reason of Section 414(b), 414(c)
              or 414(m) of the Code;

       (d)    AGGREGATION GROUP

              The group of qualified plans (including terminated plans
              maintained within the five-year period ending on the Determination
              Date) maintained by the Employer and each Affiliated Company
              consisting of (i) each plan in which a Key Employee participates
              and each other plan which enables a plan in which a Key Employee
              participates to meet the requirements of Section 401(a)(4) or 410
              of the Code, or (ii) each plan in which a Key Employee
              participates, each other plan which enables a plan in which a Key
              Employee participates to meet the requirements of Sections
              401(a)(4) and 410 of the Code and any other plan which the
              Employer elects to include as part of such group; provided,
              however, that the Employer may not elect to include a plan in such
              group if its inclusion would cause the group to fail to meet the
              requirements of Sections 401(a)(4) and 410 of the Code;

       (e)    ASSUMPTIONS

              For purposes of this Article 14, the interest rate and mortality
              assumptions specified in Section 1.01(a) of the Plan;

       (f)    DETERMINATION DATE

              For the first Plan Year of any plan, the last day of such Plan
              Year, and for each subsequent Plan Year of such plan, the last day
              of the preceding Plan Year;

       (g)    FORMER KEY EMPLOYEE

              With respect to any Plan Year, any individual who was a Key
              Employee in a previous Plan Year but who is not a Key Employee
              with respect to such Plan Year. For purposes of this definition, a
              Beneficiary (who would not otherwise be a Key Employee) of a
              deceased Former Key Employee shall be deemed to be a Former Key
              Employee in substitution for such deceased Former Key Employee;

                                     - 72 -
<Page>

       (h)    HIGHEST AVERAGE COMPENSATION

              The highest annual average of the taxable compensation paid by the
              Employer to an Employee during any five (5) consecutive Plan Years
              (excluding Plan Years prior to the first Plan Year the Plan was
              top-heavy and excluding Plan Years subsequent to the last Plan
              Year the Plan was top-heavy), or during all of such Plan Years
              during which the Employee received taxable compensation from the
              Employer, if less than five (5);

       (i)    KEY EMPLOYEE

              With respect to any Plan Year, any individual who at any time
              during such Plan Year or during any of the four (4) Plan Years
              immediately preceding such Plan Year was (i) an officer of the
              Employer or an Affiliated Company having an annual compensation
              greater than 50% of the dollar limitation specified in Section
              415(b)(1)(A) of the Code for any such Plan Year, (ii) one of the
              ten employees having an annual compensation greater than the
              dollar limitation specified in Section 415(c)(l)(A) of the Code
              for any such Plan Year and owning the largest interests in the
              Employer or an Affiliated Company and owning greater than a 1/2
              percent interest in the Employer or an Affiliated Company, (iii),
              an owner of five percent (5%) or more of the outstanding stock of
              the Employer or an Affiliated Company or of stock possessing five
              percent or more of the total combined voting power of all of the
              stock of the Employer or an Affiliated Company, or (iv) an
              employee whose Remuneration (during the Plan Year including the
              Determination Date) exceeded $150,000 and who was an owner of one
              percent or more of the outstanding stock of the Employer or an
              Affiliated Company or of stock possessing one percent or more of
              the total combined voting power of all of the stock of the
              Employer or an Affiliated Company. For purposes of this
              definition, (i) an individual shall be deemed to own stock owned
              by other individuals as provided in Section 318 of the Code, but
              substituting 5% for 50% in subparagraph (C) of Section 318(a)(2)
              of the Code, (ii) a beneficiary (who would not otherwise be a Key
              Employee) of a deceased Key Employee shall be deemed to be a Key
              Employee in substitution for such deceased Key Employee, and (iii)
              the total number of Key Employees who are officers of the Employer
              and the Affiliated Companies shall be limited to: if there is a
              total of less than thirty (30) employees of the Employer and the
              Affiliated Companies, three (3); if there is a total of more than
              thirty (30) but less than five hundred (500) employees of the
              Employer and the Affiliated Companies, ten percent (10%) of such
              total; and, if there is a total of more than five hundred (500)
              employees of the Employer and the Affiliated Companies,
              fifty (50);

                                     - 73 -
<Page>

       (j)    NON-KEY EMPLOYEE

              An individual who is not a Key Employee.

       (k)    PLAN YEAR

              With respect to any plan, the annual accounting period used by
              such plan for annual reporting purposes;

       (l)    REMUNERATION

              An individual's earned income, wages, salaries and other amounts
              actually paid or made available by the Employer or an Affiliated
              Company to such an individual during a Plan Year for personal
              services actually rendered in the course of employment with the
              Employer or an Affiliated Company (subject to exclusion of amounts
              specified by regulations promulgated under Section 415 of the
              Code);

       (m)    TOP-HEAVY SERVICE

              Each year of Service, excluding all years of Service credited
              prior to January 1, 1984 and all years of Service with respect to
              Plan Years for which the Plan was not top-heavy;

                                     - 74 -
<Page>

       (n)    VALUATION DATE

              With respect to any Plan Year of any defined contribution plan,
              the most recent date within the twelve (12) month period prior to
              a Determination Date as of which the trust fund established under
              such plan was valued and the net income (or loss) thereof
              allocated to Participants' accounts. With respect to any Plan Year
              of a defined benefit plan, the most recent date within a
              twelve-month period prior to a Determination Date as of which the
              plan assets were valued for purposes of computing plan costs for
              purposes of the requirements imposed under Section 412 of the
              Code.

14.03  TOP-HEAVY STATUS

       (a)    The Plan shall be deemed a top heavy plan for a Plan Year if, as
              of the Valuation Date preceding the applicable Determination Date,
              the sum of (1) the present value of accrued benefits of Key
              Employees under this Plan and all other defined benefit plans in
              the Aggregation Group, and (2) the account balances of Key
              Employees under all defined contribution plans in the Aggregation
              Group exceeds 60% of the sum of (3) the present value of accrued
              benefits of all Participants under this Plan and all other defined
              benefit plans in the Aggregation Group (but excluding Participants
              who are former Key Employees); and (4) the account balances of all
              Participants under all defined contribution plans in the
              Aggregation Group.

              For purposes of this test, the following rules shall apply:

                (i)  Subject to subparagraph (ii) below, any distributions from
                     this Plan or any other plan in the Aggregation Group, and
                     any accrued benefit distributed from any other plan in the
                     Aggregation Group during the five Plan Years ending on the
                     Determination Date shall be taken into consideration.

               (ii)  The benefits of and distributions to all former employees
                     who have not been credited with at least one Hour of
                     Service during the period of five years ending on the
                     Determination Date shall be disregarded, provided, however,
                     that if such former Employee again completes an Hour of
                     Service with the Employer after such five year period, such
                     former Employee's accounts shall be taken into
                     consideration.

                     Notwithstanding any provision of this paragraph (ii) to the
                     contrary, in any Plan Year in which this Plan is a top
                     heavy Plan, each Non-Key Employee

                                     - 75 -
<Page>

                     who is also covered under a defined contribution plan of
                     the Employer, shall accrue a Minimum Benefit as provided by
                     this Plan.

              (iii)  If an Employee is not a Key Employee for the Plan Year
                     containing the Determination Date, but such individual was
                     a Key Employee during any previous Plan Year, the value of
                     his or her benefits and distributions shall not be taken
                     into consideration.

               (iv)  Solely for purposes of determining if the Plan or any other
                     plan in the Required Aggregation Group is a top heavy plan
                     for a Plan Year, the accrued benefits under any defined
                     benefit plans of Employees who are not Key Employees shall
                     be determined for Plan Years beginning after 1986 under the
                     method, if any, which is uniformly applied for accrual
                     purposes under all defined benefit plans maintained by the
                     Employer or an Affiliated Employer or, if there is no such
                     method, as if such benefit accrued not more rapidly than
                     under the slowest accrual rate permitted under Section
                     411(b)(1)(C) of the Code.

                (v)  The determination of account balances under all defined
                     contribution plans in the Aggregation Group shall be
                     increased for contributions due as of the Determination
                     Date to the extent required under Section 416 of the Code.

               (vi)  The determination of the present value of accrued benefits
                     under all defined benefit plans in the Aggregation Group
                     shall be based on the interest rate and mortality table
                     specified in Section 1.01(a).

              (vii)  Distributions, rollovers and trust to trust transfers shall
                     be taken into consideration to the extent required under
                     Section 416 of the Code.

              The calculation of the top heavy ratio shall be made in accordance
              with the provisions of Section 416 of the Code.

       (b)    If the Plan is determined to be top-heavy for a Plan Year, the
              annual retirement benefit of each Participant who is a Non-Key
              Employee shall not be less than the lesser of (i) or (ii), where

                (i)  is two percent (2%) of the Participant's Highest Average
                     Compensation multiplied by the Participant's Years of
                     Top-Heavy Service; and

                                     - 76 -
<Page>

               (ii)  is twenty percent (20%) of the Participant's Highest
                     Average Compensation.

              The minimum annual retirement benefit provided by the preceding
              sentence means the retirement benefit payable annually under the
              Plan in the form of a single life annuity with no ancillary
              benefits and beginning on the date the Participant attains Normal
              Retirement Age. If a Participant actually receives his benefit
              under the Plan in a different form or commencing at a different
              time, his benefit shall not be less than the Actuarial Equivalent
              (using the factors set forth in Section 1.01(c)) of the foregoing
              minimum benefit;

       (c)    If the Plan is determined to be top-heavy for a Plan Year, the
              Vested Benefit of any Participant who completes an Hour of Service
              during such Plan Year or who terminates his service with the
              Employer during such Plan Year shall be determined in accordance
              with Section 6.02, but using the following vesting schedule:

<Table>
<Caption>
                       YEARS OF                       VESTED
                        SERVICE                     PERCENTAGE
                   <S>                                <C>
                   Less than 3 years                    0%
                    3 years or more                   100%
</Table>

              If the vesting schedule under the Plan for any Plan Year shifts
              into or out of the above schedule because of the Plan's top heavy
              status, such shift shall be regarded as an amendment to the Plan's
              vesting schedule and the provisions of Section 13.01(b) shall be
              applied.

              The provisions of this paragraph (c) shall not be applied to
              reduce the Participant's vested percentage computed in accordance
              with the provisions of Section 6.02.

       (d)    In any Plan Year in which the Plan is top heavy but not super top
              heavy (substituting 90% for 60% in subparagraph (a) above),
              Section 5.041(d)(ii) shall be applied by substituting "100%" for
              "125%" unless the Sponsoring Employer amends subparagraph (b)(i)
              above by substituting "3%" for "2%" therein. Effective January 1,
              2000, this paragraph (d) shall no longer be applicable.

       (e)    In any Plan Year in which the Plan is super top heavy, the factor
              of "125%" shall be changed to "100%" in Section 5.041(d)(ii).
              Effective January 1, 2000, this paragraph (e) shall no longer be
              applicable.

                                     - 77 -
<Page>

14.04  TERMINATION OF TOP-HEAVY STATUS

       Except as specifically provided in Section 14.03(c), if the Plan has been
       deemed to be top-heavy for one or more Plan Years and thereafter ceases
       to be top-heavy, the provisions of this Article 14 shall cease to apply
       to the Plan effective as of the day following the Determination Date on
       which it is determined to no longer be top-heavy, provided, however, that
       the accrued benefit of any Participant under the Plan shall not be less
       than the minimum benefit which such Participant had accrued under Section
       14.03(b) as of the last day of the last Plan Year for which the Plan was
       top-heavy.

                                     - 78 -
<Page>

                           ARTICLE 15 - MISCELLANEOUS

15.01  RIGHTS AGAINST THE EMPLOYER

       Neither the establishment of the Plan, nor the Trust Fund, nor any
       modification thereof, nor the payment of benefits hereunder shall be
       construed as giving any Employee or Participant the right to be retained
       in the service of the Employer or as interfering with the right of the
       Employer to discharge any Employee at any time.

15.02  RETURN OF CONTRIBUTIONS

       (a)    In the event that the Commissioner of Internal Revenue (or his or
              her delegate) determines that the Plan is not initially qualified
              under the Code, any Employer contributions made to the Plan shall
              be returned to the Employer within one year after the date the
              initial qualification is denied, provided application for
              qualification is made by the time prescribed by law for filing the
              Employer's return for the fiscal year in which the Plan is
              adopted, or such later date as the Secretary of the Treasury may
              prescribe.

       (b)    Nothing herein shall prohibit a return to the Employer, within one
              year after payment, of excess sums contributed to the Trust Fund
              as a result of a mistake of fact.

       (c)    Each Employer contribution is specifically conditioned on the
              deductibility of the contribution under Section 404 of the Code,
              and to the extent such contribution, or any part thereof, is
              disallowed, the contribution, or any part thereof that is
              disallowed, shall be returned to the Employer within one year
              after the date of disallowance.

       (d)    The return of a contribution to the Employer pursuant to paragraph
              (b) or (c) above shall be permitted hereunder only if the amount
              so returned (i) is the excess of the amount actually contributed
              over the amount which would have otherwise been contributed, (ii)
              does not include the earnings attributable to such contribution
              and (iii) is reduced by any losses attributable to such
              contribution.

                                     - 79 -
<Page>

15.03  MERGER

       Unless otherwise permitted by law or regulations, the Plan shall not be
       merged into, or consolidated with, nor shall any assets or liabilities be
       transferred to, any other pension or retirement plan under circumstances
       resulting in a transfer of assets or liabilities from the Plan to such
       other plan unless immediately after any such merger, consolidation or
       transfer each Employee would if such other plan then terminated, receive
       a benefit which is equal to or greater than the benefit he would have
       been entitled to receive immediately before the merger, consolidation or
       transfer, if the Plan had then terminated.

15.04  LEASED EMPLOYEES

       For purposes of the Plan, the term "leased employee" means any person who
       would not otherwise be considered an Employee but who, pursuant to an
       agreement between the Employer or an Affiliated Employer and a leasing
       organization (within the meaning of Section 414(n)(2) of the Code) has
       performed services for the Employer or Affiliated Employer on a
       substantially full time basis for a period of at least one year, and such
       services are performed under the primary direction and control of the
       Employer or Affiliated Employer. Contributions or benefits provided a
       leased employee by the leasing organization which are attributable to
       services performed for the Employer or Affiliated Employer shall be
       treated as provided by the Employer or Affiliated Employer.

       A leased employee shall not be considered an Employee if:

       (a)    Such individual is covered by a money purchase pension plan
              providing (i) a nonintegrated employer contribution rate of at
              least ten percent of his "Section 415 Compensation" (as defined in
              Section 5.04(c)), but including amounts contributed pursuant to a
              salary reduction agreement which are not includable in gross
              income under Section 125, 402(a)(8), 402(h), or 403(b) of the
              Code, (ii) immediate participation, and (iii) full and immediate
              vesting; and

       (b)    leased employees constitute twenty percent or less of the
              Employer's or Affiliated Employer's nonhighly compensated
              workforce (within the meaning of Section 414(n)(5)(C)(ii) of the
              Code).

                                     - 80 -
<Page>

15.05  APPLICABLE LAW

       The provisions of this Plan shall be governed and construed in accordance
       with the laws of the Commonwealth of Massachusetts.

15.06  HEADINGS

       The headings of the Plan are inserted for convenience of reference only,
       and shall have no effect upon the meaning of the provisions hereof.

15.07  GENDER AND NUMBER

       Wherever used in this instrument, a masculine person shall be deemed to
       include the masculine and feminine gender, and a singular word shall be
       deemed to include the singular and plural, in all cases where the context
       requires.

                                     - 81 -
<Page>

                                   APPENDIX A

                               PRIOR BENEFIT RATES

    The following is a listing of the Benefit Rates in effect under the Watts
          Industries, Inc. Hourly Pension Plan prior to January 1, 1997

<Table>
<Caption>
                                                     LAST HOUR OF SERVICE
-----------------------------------------------------------------------------------------------------------------
                ENTITY                       ON OR AFTER               BUT BEFORE             BENEFIT RATE
-----------------------------------------------------------------------------------------------------------------
<S>                                            <C>                      <C>                      <C>
Circle Seal Controls, Inc.                     9/7/1990                 1/1/1997                 $ 15.00
Regtrol, Inc.                                  1/1/1985                 7/1/1988                 $  5.50
                                               7/1/1988                 1/1/1989                 $  7.00
                                               1/1/1989                 1/1/1991                 $  8.00
                                               1/1/1991                 1/1/1997                 $ 11.00
Webster Valve Division                         1/1/1985                 1/1/1988                 $  6.50
                                               1/1/1988                 7/1/1988                 $  8.50
                                               7/1/1988                 1/1/1989                 $ 10.00
                                               1/1/1989                 1/1/1991                 $ 11.00
                                               1/1/1991                 1/1/1997                 $ 12.50
Leslie Controls, Inc.                          1/1/1989                 1/1/1997                 $ 13.00
Webster Foundry Division                       1/1/1985                 1/1/1988                 $  6.50
                                               1/1/1988                 7/1/1988                 $  8.50
                                               7/1/1988                 1/1/1989                 $ 10.00
                                               1/1/1989                 1/1/1991                 $ 11.00
                                               1/1/1991                 1/1/1997                 $ 12.50
KF Industries, Inc.                            1/1/1989                 1/1/1991                 $  8.00
                                               1/1/1991                 1/1/1993                 $ 10.00
                                               1/1/1993                 1/1/1997                 $ 12.00
Rudolph LaBranche, Inc.                        1/1/1989                 1/1/1991                 $ 11.00
                                               1/1/1991                 1/1/1997                 $ 12.50
Watts Automatic Control Valve, Inc.            1/1/1989                 1/1/1991                 $  8.00
                                               1/1/1991                 1/1/1997                 $ 10.00
Eagle Valve Company, Inc.                      1/1/1991                 1/1/1997                 $ 10.00
Contromatics, Inc.                             1/1/1993                 1/1/1997                 $ 12.50
</Table>

                                     - 82 -
<Page>

                                     PART B

                             WATTS INDUSTRIES, INC.
                                  PENSION PLAN

                      JAMECO INDUSTRIES, INC. PENSION PLAN

                              STATEMENT OF PURPOSE

Jameco Industries, Inc. has had in effect since December 1, 1963 the Jamaica
Manufacturing Co., Inc. Employees Pension Plan, to which it made contributions
for providing benefits for its eligible employees and their beneficiaries, in
the manner and to the extent set forth in such plan.

The Jamaica Manufacturing Co., Inc. Pension Plan (As Amended 1969) and its
related amended trust agreement constituted an amendment in its entirety to the
Jamaica Manufacturing Co., Inc. Employees Pension Plan.

Effective October 1, 1969, the name of the Jamaica Manufacturing Co., Inc.
Pension Plan (As Amended 1969) was changed to Jameco Industries, Inc. Pension
Plan (As Amended 1969).

The plan was amended in its entirety again in 1976, 1982, 1984, and 1989.

Effective October 1, 1995, the Plan was merged into the Watts Industries, Inc.
Retirement Plan for Salaried Employees, now called the Watts Industries, Inc.
Pension Plan (Watts Pension Plan) and the Plan's terms were incorporated and
made a part of the Watts Pension Plan as this Part B.

The Plan is hereby restated effective January 1, 1997 and such later dates as
may be specified herein to comply with the General Agreement on Tariffs and
Trade, the Uniformed Services Employment and Reemployment Rights Act of 1994,
the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997,
the Internal Revenue Service Restructuring and Reform Act of 1998, and other
applicable laws.

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               Page
<S>                                                                                                               <C>
ARTICLE I -     DEFINITIONS

1.01     Accrued Benefit..........................................................................................1
1.02     Actuarial Equivalent.....................................................................................1
1.03     Affiliated Employer......................................................................................2
1.04     Annuity Starting Date....................................................................................2
1.05     Average Monthly Compensation.............................................................................2
1.06     Beneficiary..............................................................................................2
1.07     Board....................................................................................................3
1.08     Break in Service.........................................................................................3
         Authorized leave of absence..............................................................................3
         Maternity or paternity leave of absence..................................................................3
1.09     Break-in-Service Year....................................................................................3
1.10     Code.....................................................................................................3
1.11     Committee................................................................................................3
1.12     Compensation.............................................................................................3
1.13     Computation Period.......................................................................................4
1.14     Contingent Annuitant.....................................................................................4
1.15     Contributions............................................................................................4
1.16     Covered Compensation.....................................................................................4
1.17     Credited Service.........................................................................................5
1.18     Delayed Retirement Date..................................................................................5
1.19     Disability...............................................................................................5
1.20     Disability Retirement Date...............................................................................5
1.21     Early Retirement Date....................................................................................5
1.22     Effective Date...........................................................................................5
1.23     Eligible Employee........................................................................................5
1.24     Employee.................................................................................................5
1.25     Employer.................................................................................................6
1.26     Employment Commencement Date.............................................................................6
1.27     Entry Date...............................................................................................6
1.28     Fiduciary................................................................................................6
1.29     Fund.....................................................................................................6
1.30     Highly Compensated Employee..............................................................................6
1.31     Hour of Service..........................................................................................7
1.32     Insurer..................................................................................................8
1.33     Key Employee.............................................................................................8
1.34     Month of Service.........................................................................................9
1.35     Non-Highly Compensated Employee..........................................................................9
</Table>

                                      (ii)
<Page>

<Table>
<S>                                                                                                              <C>
ARTICLE I -     DEFINITIONS (CONT'D)

1.36     Non-Key Employees........................................................................................9
1.37     Normal Form of Retirement Benefit........................................................................9
1.38     Normal Retirement Age....................................................................................9
1.39     Normal Retirement Date...................................................................................9
1.40     Participant..............................................................................................9
1.41     Period of Service........................................................................................9
1.42     Period of Severance.....................................................................................10
1.43     Plan....................................................................................................10
1.44     Plan Sponsor............................................................................................10
1.45     Plan Year...............................................................................................10
1.46     Qualified Domestic Relations Order......................................................................10
1.47     Reemployment Commencement Date..........................................................................10
1.48     Service.................................................................................................10
1.49     Severance From Service Date.............................................................................10
1.50     Spouse..................................................................................................10
1.51     Trust...................................................................................................10
1.52     Trust Agreement.........................................................................................10
1.53     Trustee.................................................................................................10
1.54     Year of Service.........................................................................................11


ARTICLE II -    ELIGIBILITY

2.01     Conditions Of Eligibility...............................................................................12
2.02     Eligible Employee.......................................................................................12
2.03     Determination Of Eligibility............................................................................12
2.04     Termination Of Eligibility..............................................................................13
2.05     Determination Of Service And Break In Service For Eligibility...........................................13


ARTICLE III -   SERVICE, CREDITED SERVICE AND BREAKS IN SERVICE FOR VESTING AND  BENEFIT ACCRUAL

3.01     Service For Eligibility.................................................................................15
3.02     Vesting Service.........................................................................................15
3.03     Severance From Service Date.............................................................................15
3.04     Additional Service Allowance............................................................................15
3.05     Credited Service........................................................................................15
3.06     Service In The Armed Forces.............................................................................16
</Table>

                                      (iii)
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<Table>
<S>                                                                                                              <C>
ARTICLE III -   SERVICE, CREDITED SERVICE AND BREAKS IN SERVICE FOR VESTING AND BENEFIT ACCRUAL (CONT'D)

3.07     Military Service........................................................................................16
3.08     Pre-ERISA Service.......................................................................................16


ARTICLE IV -    RETIREMENT CONDITIONS

4.01     Normal Retirement.......................................................................................17
4.02     Delayed Retirement......................................................................................17
4.03     Early Retirement........................................................................................17
4.04     Disability Retirement...................................................................................17
4.05     Special Rules Upon Disability Retirement................................................................18
4.06     Continuation Of Benefits Upon Reemployment..............................................................18
4.07     Commencement Of Benefits................................................................................19


ARTICLE V -     RETIREMENT BENEFITS

5.01     Normal Retirement Benefit...............................................................................20
5.02     Delayed Retirement Benefit..............................................................................20
5.03     Early Retirement Benefit................................................................................22
5.04     Maximum Retirement Benefit..............................................................................22
5.05     Required Benefit Commencement...........................................................................30


ARTICLE VI -    JOINT AND SURVIVOR AND PRERETIREMENT DEATH BENEFITS

6.01     Automatic Joint And Survivor Annuity....................................................................31
6.02     Qualified Election......................................................................................31
6.03     Qualified Preretirement Survivor Annuity................................................................33
6.04     Qualified Election......................................................................................34
6.05     Notice Requirements.....................................................................................35


ARTICLE VII -   OPTIONAL METHODS OF RETIREMENT PAYMENTS

7.01     Optional Elections......................................................................................37
7.02     Limitation On Optional Elections........................................................................38
7.03     Deferred Annuity Purchase...............................................................................38
</Table>

                                      (iv)
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<Table>
<S>                                                                                                              <C>
ARTICLE VIII -  REQUIRED COMMENCEMENT OF BENEFITS

8.01     General Rules...........................................................................................40

ARTICLE IX -    BENEFITS ON TERMINATION OF EMPLOYMENT AND RETIREMENT UPON DISABILITY

9.01     Termination Generally...................................................................................41
9.02     Conditions For Vested Retirement Benefits...............................................................41
9.03     Amount Of Vested Retirement Benefit.....................................................................41
9.04     Single Sum Payment Of Value Of Vested Retirement Benefits...............................................42
9.05     Participant And Spousal Consent For Immediately Distributable Benefits..................................42
9.06     Disability Termination..................................................................................43


ARTICLE X -     FUNDING

10.01    Contributions By Participants...........................................................................45
10.02    Contributions By Employer...............................................................................45
10.03    Fund....................................................................................................45


ARTICLE XI -    ADMINISTRATION

11.01    Assignment Of Administrative Authority..................................................................47
11.02    Organization And Operation Of Committee.................................................................47
11.03    Powers And Duties.......................................................................................47
11.04    Records And Reports Of Committee........................................................................48
11.05    Payment Of Expenses.....................................................................................48
11.06    Determination Of Benefits...............................................................................48
11.07    Additional Committee Duties.............................................................................49
11.08    Reliance On Reports.....................................................................................49
11.09    Liability And Indemnification...........................................................................49
11.10    Limitation Of Powers Of Committee.......................................................................50
</Table>

                                       (v)
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<Table>
<S>                                                                                                              <C>
ARTICLE XI -    ADMINISTRATION (CONT'D)

11.11    Claim Procedure For Benefits............................................................................50


ARTICLE XII -   AMENDMENT AND TERMINATION OF THE PLAN

12.01    Amendment Of Plan.......................................................................................51
12.02    Termination Of Plan.....................................................................................52
12.03    Limit For 25 Highest Paid Employees.....................................................................54


ARTICLE XIII -  PARTICIPATING COMPANIES

13.01    Adoption By Other Entities..............................................................................55
13.02    Actuarial Valuation.....................................................................................55
13.03    Right To Withdraw (Plan Spinoff)........................................................................55


ARTICLE XIV -   MISCELLANEOUS

14.01    Headings And Subheadings................................................................................56
14.02    Gender And Number.......................................................................................56
14.03    Participants' Rights: Acquittance.......................................................................56
14.04    Receipt Or Release......................................................................................56
14.05    Spendthrift Clause......................................................................................56
14.06    Payments To Legally Incompetent.........................................................................57
14.07    Delegation Of Authority By The Board....................................................................57
14.08    Distribution Of Benefits Under Plan.....................................................................57
14.09    Divestment Of Benefits..................................................................................57
14.10    Construction Of Plan....................................................................................58
14.11    Execution Of Plan.......................................................................................58
14.12    Deductibility Of Contributions..........................................................................58
14.13    Lost Beneficiary Or Participant.........................................................................58
14.14    Duplication Of Benefits.................................................................................59
14.15    Merger Or Consolidation.................................................................................59
14.16    Return Of Contributions As A Result Of Mistake Of Fact..................................................59
14.17    Direct Rollover Of Eligible Rollover Distributions......................................................59
14.18    Qualified Domestic Relations Orders.....................................................................61
</Table>

                                      (vi)
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<Table>
<S>                                                                                                              <C>
ARTICLE XV -    TOP-HEAVY PROVISIONS

15.01    General Provisions......................................................................................65
15.02    Minimum Vesting.........................................................................................65
15.03    Minimum Benefits........................................................................................65
15.04    Limits On Compensation..................................................................................66
15.05    Transitional Rule.......................................................................................66
15.06    Aggregation Of Plans....................................................................................67
15.07    Top-Heavy Definitions...................................................................................68
15.08    Excluded Participants...................................................................................70
</Table>

                                      (vii)
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                                    ARTICLE I

                                   DEFINITIONS

1.01   "Accrued Benefit" on behalf of any Participant shall be equal to the
       benefit calculated at any point in time and payable at Normal Retirement
       Date determined pursuant to Section 5.01.

1.02   "Actuarial Equivalent" means an equivalency in value, at a given point in
       time, between different forms of benefits, payable commencing at a date
       other than Normal Retirement Date. Unless the Plan is amended to change
       the actuarial assumptions on which calculation of equivalence is based,
       optional forms of benefits for all Participants shall be determined on
       the basis of the following conversion factors:

       (a)    For purposes of determining the lump-sum value of any benefit
              payable or the amount of income equivalent to a Participant's
              account in accordance with Section 5.01, the rates under
              Metropolitan Life Insurance Company Group Annuity Contract No. 956
              on the day before the Anniversary Date preceding or coincident
              with the date selected for the payment of the benefit shall be
              used. Such rates, without load and irrespective of the
              Participant's sex shall reflect the insurance company's Group
              66-population 78A male mortality table and the interest rates
              under the contract.

       (b)    For purposes of determining the amount of any optional form of
              retirement income payable other than a lump-sum distribution, an
              interest rate of eight percent (8%) per year, compounded annually,
              and mortality rates in accordance with Unisex Pension 1984 (UP84)
              Mortality Table shall be used.

       (c)    If any benefit, other than the Disability benefit calculated in
              accordance with Section 9.06(b), is payable to a Participant
              eligible for Disability Retirement or Early Retirement before such
              Participant's Normal Retirement Date, the Participant's Accrued
              Benefit will be reduced by five-ninths percent (5/9%) for each of
              the first sixty (60) months and five-eighteenths percent (5/18%)
              for each of the next sixty (60) months by which the commencement
              of benefits precedes the Participant's Normal Retirement Date. If
              any Disability benefit calculated in accordance with Section
              9.06(b) is to commence before age 55, the Accrued Benefit will be
              additionally reduced by a five percent (5%) annual discount
              factor, charged monthly.

       (d)    If any benefit determined as of or after a Participant's Normal
              Retirement Date is payable at a later date, it shall be increased
              at the rate of eight percent (8%) per

                                       -1-
<Page>

              year, compounded annually, with respect to the period commencement
              is deferred.

       (e)    Notwithstanding the foregoing, for purposes of determining the
              amount of any optional form of retirement income, death benefit,
              lump-sum value and early or late commencement adjustments
              available under a deferred annuity purchased or a Participant or a
              Participant's surviving Spouse in accordance with Section 6.01 or
              Actuarial Equivalence will be based on the assumptions specified
              by the insurance company which issues such annuity.

       The Actuarial Equivalent of a benefit payable in a lump sum will be
       determined by using the mortality table prescribed in Section 417(e)(e)
       of the Code, and using an interest rate equal to the rate on 30-year
       Treasury Constant Maturities for the month of November prior to the Plan
       Year of the distribution date.

1.03   "Affiliated Employer" means any corporation which is a member of a
       controlled group of corporations (as defined in Code Section 414(b))
       which includes the Employer; any trade or business (whether or not
       incorporated) which is under common control (as defined in Code Section
       414(c)) with the Employer; any organization (whether or not incorporated)
       which is a member of an affiliated service group (as defined in Code
       Section 414(m)) which includes the Employer; any other entity required to
       be aggregated with the Employer pursuant to Regulations under Code
       Section 414(o).

1.04   "Annuity Starting Date" means the first day of the first period for which
       an amount is payable as an annuity or in the case of a benefit not
       payable in the form of an annuity, the first day on which all events have
       occurred which entitle the Participant to such benefit.

1.05   "Average Monthly Compensation" means 1/12th of the annual Compensation of
       a Participant averaged over the five (5) consecutive completed calendar
       years, including periods prior to the Effective Date of the Plan, which
       produce the highest monthly average within the last ten (10) completed
       years of participation. If a Participant has less than five (5)
       consecutive completed calendar years from his date of participation to
       his date of termination, his Average Monthly Compensation will be based
       on his Compensation from his date of employment to his date of
       termination or during the actual period of his service if less.
       Compensation before the calendar year preceding the date on which a
       Participant first satisfies the Plan's age, Service and/or Hours of
       Service requirements in accordance with Section 2.01, in effect as of his
       date of participation, shall not be included in determining Average
       Monthly Compensation.

1.06   "Beneficiary" means the person designated to receive benefits which are
       payable under the Plan upon or after the death of a Participant.

                                       -2-
<Page>

1.07   "Board" means the Board of Directors of Jameco Industries, Inc. as from
       time to time constituted.

1.08   (a)    "Break in Service" means the applicable Computation Period of
              twelve (12) consecutive months during which an Employee fails to
              accrue a Month of Service. Further, solely for the purpose of
              determining whether a Participant has incurred a 1-Year Break in
              Service, Hours of Service shall be recognized for "authorized
              leaves of absence" and "maternity and paternity leaves of
              absence." Years of Service and 1-Year Breaks in Service shall be
              measured on the same Computation Period. An Employee shall not be
              deemed to have incurred a 1-Year Break in Service if he completes
              an Hour of Service within twelve (12) months following the last
              day of the month during which his employment terminated.

       (b)    "Authorized Leave of Absence" means an unpaid, temporary cessation
              from active employment with the Employer pursuant to an
              established nondiscriminatory policy, whether occasioned by
              illness, or any other reason.

       (c)    "Maternity or Paternity Leave of Absence" means, for Plan Years
              beginning after December 31, 1984, an absence from work for any
              period by reason of the Employee's pregnancy, birth of the
              Employee's child, placement of a child with the Employee in
              connection with the adoption of such child, or any absence for the
              purpose of caring for such child for a period immediately
              following such birth or placement. For this purpose, Hours of
              Service shall be credited for the twelve (12) month period of
              absence from work, only if credit therefore is necessary to
              prevent the Employee from incurring a 1-Year Break in Service.

1.09   "Break-in-Service Year" means a year which interrupts the continuous
       accrual of Service or Credited Service.

1.10   "Code" means Internal Revenue Code of 1986, as amended.

1.11   "Committee" means the Administrative Committee appointed to administer
       the Plan in accordance with Article XI hereof.

1.12   "Compensation" means a Participant's wages paid for the calendar year, as
       defined in Code Section 3401(a) for purposes of income tax withholding at
       the source, but determined without regard to any rules limiting the
       remuneration included in wages based on the nature or location of the
       employment or the services performed (such as the exception for
       agricultural labor in Code Section 3401(a)(2)).

                                       -3-
<Page>

       For purposes of this Section, the determination of Compensation shall be
       made by including salary reduction contributions made on behalf of an
       Employee to a plan maintained under Code Section 125 or Section
       401(k)(2). Compensation shall be limited by the dollar amount set forth
       in Section 401(a)(17) of the Code as adjusted by the Commissioner for
       increases in the cost of living in accordance with Section 401(a)(17)(B)
       of the Internal Revenue Code. The cost-of living adjustment in effect for
       a calendar year applies to any period, not exceeding 12 months, over
       which Compensation is determined (determination period) beginning in such
       calendar year. If a determination period consists of fewer than 12
       months, Compensation limit will be multiplied by a fraction, the
       numerator of which is the number of months in the determination period
       and the denominator of which is 12.

       Solely for purposes of determining if this Plan complies with the
       nondiscrimination and coverage requirements of Code Sections 401(a)(4)
       and 410(b), Compensation shall include all amounts imputed during a
       period of absence from Service on account of disability or leave of
       absence. Such imputed Compensation shall be credited for either six
       months or the duration of the absence, whichever is shorter; except, if
       the absence is for military duty or jury duty, Compensation will be
       credited for the entire period of absence. Determination of the amount of
       imputed Compensation will be based on Compensation reasonably
       representative of what that Participant would have received during the
       period if the Participant had continued to perform services.

1.13.  "Computation Period" means, for eligibility purposes, the period
       described in Section 2.05. For all other purposes, "Computation Period"
       means the twelve (12) month period beginning as of the first day of the
       month of employment and each anniversary thereof.

1.14   "Contingent Annuitant" means a person designated under an option of
       Article VI or Article VII hereof to receive a retirement allowance during
       his or her lifetime after the death of an Employee.

1.15   "Contributions" means the payments to the Fund by the Employer which are
       provided for herein.

1.16   "Covered Compensation" for a Participant means the average (without
       indexing) of the taxable wage bases in effect for each calendar year
       during the 35-year period ending with the last day of the calendar year
       in which the Participant attains (or will attain) social security
       retirement age. No increase in Covered Compensation shall decrease a
       Participant's Accrued Benefit under the Plan. In determining a
       Participant's Covered Compensation for a Plan Year, the taxable wage base
       for all calendar years beginning after the first day of the Plan Year is
       assumed to be the same as the taxable wage base in effect as of the
       beginning of the Plan Year. A Participant's Covered Compensation for a

                                       -4-
<Page>

       Plan Year before the 35-year period ending with the last day of the
       calendar year in which the Participant attains social security retirement
       age is the taxable wage base in effect as of the beginning of the Plan
       Year. A Participant's Covered Compensation for a Plan Year after such
       35-year period is the Participant's. Covered Compensation for the Plan
       Year during which the 35-year period ends. For purposes of determining
       benefits under the Plan, Covered Compensation will be determined using
       the Covered Compensation table as in effect for the Plan Year in which
       such determination is being made.

1.17   "Credited Service" means the period of employment of the Participant used
       to accumulate benefits under the Plan as set forth in Article III hereof.
       Credited Service will be determined on the basis of elapsed time.

1.18   "Delayed Retirement Date" means the date set forth in Article IV.

1.19   "Disability" means a physical or mental condition of a Participant
       resulting from bodily injury, disease, or mental disorder which renders
       him incapable of continuing any gainful occupation and which condition
       constitutes total disability under the federal Social Security Act.

       The Employer shall have the right to require the Participant to submit
       reasonable proof of such Disability. Such proof may include a requirement
       that the Participant submit to. a medical examination from time to time
       by a qualified physician or physicians selected by the Employer. Medical
       examinations shall not be required more frequently than semiannually.

1.20   "Disability Retirement Date" means the date set forth in Article IV.

1.21   "Early Retirement Date" means the date set forth in Article IV.

1.22   "Effective Date" means December 1, 1963. The provisions of this amended
       and restated Plan shall be effective as of October 1, 1989.

1.23   "Eligible Employee" means an Employee described in Section 2.02.

1.24   "Employee" means any person employed by the Employer. The term "Employee"
       shall also include any leased employee deemed to be an Employee of the
       Employer, as provided in Code Sections 414(n) or (o), unless:

       (a)    such individual is covered by a money purchase pension plan
              providing (A) a nonintegrated employer contribution rate of at
              least ten percent (10%) of

                                       -5-
<Page>

              compensation, as defined in Section 415(c)(3) of the Code, but
              including amounts contributed by the employer pursuant to a salary
              reduction agreement which are excludable from the Leased
              Employee's gross income under Section 125, 401 (a)(8), 402(h) or
              403(b) of the Code; (B) immediate participation; and (C) full and
              immediate vesting and

       (b)    leased employees do not constitute more than twenty percent (20%)
              of the Employer's Nonhighly Compensated Employee workforce.

1.25   "Employer" means Jameco Industries, Inc. (Watts Industries, Inc.
       effective October 1, 1995) and any successor which shall maintain this
       Plan; and any other business entity which duly adopts the Plan with the
       approval of the Board of Directors.

1.26   "Employment Commencement Date" means the date on which an Employee first
       is credited with an Hour of Service.

1.27   "Entry Date" means the date defined in Section 2.01 of the Plan.

1.28   "Fiduciary" means any Trustee, Plan Administrator and any other person
       who:

       (a)    Exercises any discretionary authority or discretionary control
              respecting management of the Plan or exercises any authority or
              control respecting management or disposition of its assets;

       (b)    Has any discretionary authority or discretionary responsibility in
              the administration of the Plan; or

       (c)    Is described as a "fiduciary" in Section 3(14) or (21) of ERISA or
              is designated to carry out fiduciary responsibilities pursuant to
              this Agreement to the extent permitted by Section 405(c)(1)(B) of
              ERISA.

1.29   "Fund" means the funds and other assets held and administered by the
       Trustee in accordance with the terms of the Trust Agreement.

1.30   "Highly Compensated Employee" means any active Employee who performed
       services for the Employer or an Affiliated Employer during the
       Determination Year and who:

       (a)    was a 5% owner (within the meaning of Section 416(i)(l)(B)(i) of
              the Code at any time during the Determination Year or the
              Look-Back Year; or

                                       -6-
<Page>

       (b)    received compensation from the Employer or an Affiliated Employer
              in excess of $80,000 (as adjusted pursuant to 415(d) of the Code)
              during the Look-Back Year, and was among the to 20% of Employees
              when ranked on the basis of compensation paid during the Look-Back
              Year.

       The term Highly Compensated Employee shall also include any former Highly
       Compensated Employee who terminated employment with the Employer or an
       Affiliated Employer prior to the Determination Year, performs no services
       for the Employer or an Affiliated Employer during the Determination Year,
       and was a Highly Compensated Employee in either his or her year of
       termination of employment or in any Determination Year ending on or after
       his attainment of age 55.

       For purposes of determining an Employee's compensation under this Section
       1.30, compensation shall mean the "Employee's Compensation" (as defined
       in Section 5.04(d)) reportable on Form W-2, plus all contributions made
       on behalf of the Employee by the Employer or an Affiliated Employer
       pursuant to a salary deferral agreement maintained by the Employer or an
       Affiliated Employer under any cash or deferred arrangement described in
       Section 401(k) of the Code or any salary reduction agreement pursuant to
       a cafeteria plan established under Section 125 of the Code by the
       Employer or Affiliated Employer, effective January 1, 2001, any amounts
       deferred under Section 132(f)(4) of the Code.

       For purposes of this Section, the "Look-Back Year" means the period of
       the twelve consecutive months immediately preceding the Determination
       Year. Also for purposes of this Section, "Determination Year" means the
       Plan Year that is being tested for purposes of determining if an Employee
       is a Highly Compensated Employee.

1.31   (a) "Hour of Service" means:

              (i)    Each hour for which an Employee is paid, or entitled to
                     payment, for the performance of duties for the Employer.
                     These hours will be credited to the Employee for the
                     Computation Period in which the duties are performed; and

                                       -7-
<Page>

              (ii)   Each hour for which an Employee is paid, or entitled to
                     payment, by the Employer on account of a period of time
                     during which no duties are performed (irrespective of
                     whether the employment relationship has terminated) due to
                     vacation, holiday, illness, incapacity (including
                     disability), layoff, jury duty, military duty or leave of
                     absence. Hours under this paragraph will be calculated and
                     credited pursuant to Section 2530.200b-2 of the Department
                     of Labor Regulations which is incorporated herein by this
                     reference; and

              (iii)  Each hour for which back pay, irrespective of mitigation of
                     damages, is either awarded or agreed to by the Employer.
                     The same Hours of Service will not be credited both under
                     paragraph (a) or paragraph (b) as the case may be, and
                     under this paragraph (c). These hours will be credited to
                     the Employee for the Computation Period or Periods to which
                     the award or agreement pertains rather than the Computation
                     Period in which the award, agreement or payment is made.

       (b)    Solely for purposes of determining whether a Break in Service, for
              eligibility and vesting purposes has occurred in a Computation
              Period, an individual who is absent from work for an authorized
              leave of absence or for a maternity or paternity leave of absence
              shall receive credit for the Hours of Service which would
              otherwise have been credited to such individual but for such
              absence. For purposes of this paragraph, an absence from work for
              maternity or paternity leave of absence means an absence (1) by
              reason of the pregnancy of the individual, (2) by reason of a
              birth of a child of the individual, (3) by reason of the placement
              of a child with the individual in connection with the adoption of
              such child by such individual, or (4) for purposes of caring for
              such child for a period beginning immediately following such birth
              or placement. The Hours of Service credited under this paragraph
              shall be credited (1) in the Computation Period in which the
              absence begins if the crediting is necessary to prevent a Break in
              Service in that period, or (2) in all other cases, in the
              following Computation Period.

1.32   "Insurer" means any legal reserve life insurance company as elected by
       the Committee which shall issue one or more insurance contracts under the
       Plan.

1.33   "Key Employee" means any Employee or former Employee (and the
       Beneficiaries of such Employee) who at any time during the determination
       period was an officer of the employer if such individual's annual
       Compensation exceeds fifty percent (50%) of the dollar limitation under
       Section 415(b)(1)(A) of the Code, an owner (or considered an owner under
       Section 318 of the Code) of one of the ten largest interests in the
       Employer if such individual's Compensation exceeds one hundred percent
       (100%) of the dollar

                                       -8-
<Page>

       limitation under Section 415(c)(1)(A) of the Code, a 5-percent owner of
       the Employer, or a 1-percent owner of the Employer who has an annual
       Compensation of more than $150,000. Annual Compensation means
       Compensation as defined in Section 415(c)(3) of the Code, but including
       amounts contributed by the Employer pursuant to a salary reduction
       agreement which are excludable from the Employee's gross income under
       Section 125, Section 402(a)(8), Section 402(h) or Section 403(b) of the
       Code. The determination period is the Plan Year containing the
       determination date and the four (4) preceding Plan Years. The
       determination of who is a Key Employee will be made in accordance with
       Section 416(i)(1) of the Code and the regulations thereunder.

1.34   "Month of Service" for purposes of eligibility, vesting and benefit
       accrual means a calendar month any part of which is in a period of
       employment or credited absence.

1.35   "Non-Highly Compensated Employees" means all Employees who are not Highly
       Compensated Employees and shall be construed in accordance with the
       provisions of Code Section 414(q) and the regulations thereunder.

1.36   "Non-Key Employees" means any Employee or former Employee (and any
       Beneficiary of an Employee or former Employee) who is not a Key Employee.

1.37   "Normal Form of Retirement Benefits" means a pension payable for life
       beginning as of the Participant's retirement date or, if later, the
       income commencement date, but in the event of the Participant's death,
       before receiving one hundred twenty (120) monthly payments, his pension
       continues to his Beneficiary until the balance of the one hundred twenty
       (120) monthly payments has been paid.

1.38   "Normal Retirement Age" means the date on which a Participant attains age
       sixty-five (65), or, if later, the fifth anniversary of the date the
       Employee became a Participant.

1.39   "Normal Retirement Date" is the date described in Plan Section 4.01.

1.40   "Participant" means any Eligible Employee who participates in the Plan as
       provided in Article II and any other Employee or former Employee having a
       right or contingent right to benefits hereunder. "Active Participant"
       means an Eligible Employee who participates in the Plan and has not for
       any reason become ineligible to participate further in the Plan.

1.41   "Period of Service" means a period of service of an Employee commencing
       on his Employment Commencement Date or Reemployment Commencement Date,
       whichever is applicable, and ending on his Severance From Service Date.

                                       -9-
<Page>

1.42   "Period of Severance" means the period of time commencing on the
       Severance From Service Date of an Employee and ending on the Reemployment
       Commencement Date.

1.43   "Plan" means the Jameco Industries, Inc. Pension Plan established by the
       Employer as contained herein and wherever necessary or appropriate,
       includes the Plan as it was previously constituted prior to this
       amendment.

1.44   "Plan Sponsor" prior to October 1, 1995 means Jameco Industries, Inc.

1.45   "Plan Year" means each twelve (12) consecutive month period commencing
       with each October 1 and each anniversary thereafter.

1.46   "Qualified Domestic Relations Order" means a domestic relations order as
       defined in Section 14.18 in accordance with Section 414(p) of the Code.

1.47   "Reemployment Commencement Date" means the first date, following a Period
       of Severance on which the Employee performs an Hour of Service.

1.48   "Service" means the period of employment required for eligibility and
       vesting under the Plan, determined as set forth in Articles II and III
       hereof. Service will be determined on the basis of elapsed time.

1.49   "Severance From Service Date" means the date on which the continuous
       accrual of Service and Credited Service is interrupted, as set forth in
       Article III hereof.

1.50   "Spouse" means the person to whom the Participant has been legally
       married as of the Participant's death or Annuity Starting Date, whichever
       is earlier. The term "spouse" will also include a surviving spouse of the
       Participant, provided that a former spouse will be treated as the spouse
       or surviving spouse and a current spouse will not be treated as the
       spouse or surviving spouse to the extent provided under a qualified
       domestic relations order as described in Section 4.14(p) of the Code.

1.51   "Trust" means a trust established by the Employer in accordance with
       Article X hereof.

1.52   "Trust Agreement" means an agreement made between the Employer and the
       Trustee in Accordance with Article X hereof.

1.53   "Trustee" means a trustee or trustees of the Fund selected as provided in
       Article X hereof, including any successor trustee or trustees.

                                      -10-
<Page>

1.54   "Year of Service" for purposes of vesting and Credited Service means
       twelve (12) Months of Service. For this purpose, if an Employee works one
       (1) Hour of Service during a day, he will be credited with one (1) day of
       Service.

                                      -11-
<Page>

                                   ARTICLE II

                                   ELIGIBILITY

2.01   CONDITIONS OF ELIGIBILITY

       (a)    Prior to October 1, 1995, any Employee who was a Participant in
              the Plan prior to the effective date of this amendment and
              restatement shall continue to participate in the Plan. Any other
              Eligible Employee shall participate in the Plan as of the Entry
              Date next succeeding completion of six (6) Months of Service and
              the attainment of age twenty and one-half (20 1/2), provided such
              Employee completes one thousand (1,000) Hours of Service with the
              Employer during any applicable Computation Period. If an Employee
              has not satisfied the one thousand (1,000) Hours of Service
              eligibility requirement when otherwise eligible, he shall become a
              Participant as of the Entry Date next following the applicable
              Computation Period during which he first completes one thousand
              (1,000) Hours of Service with the Employer.

       (b)    Entry Date means the April 1 or October 1 next following the date
              an Eligible Employee satisfies the eligibility requirements of
              Section 2.01(a) of the Plan.

       (c)    Effective October 1, 1995, no new Participants shall be admitted
              to participation under this Part B.

2.02   ELIGIBLE EMPLOYEE

       "Eligible Employee" means any Employee except Employees whose employment
       is governed by the terms of a collective bargaining agreement between
       Employee representatives (within the meaning of Code Section 7701(1)(46))
       and the Employer under which retirement benefits were the subject of good
       faith bargaining between the parties, unless such agreement expressly
       provides for such coverage in this Plan, will not be eligible to
       participate in this Plan.

       Employees of Affiliated Employers shall not be eligible to participate in
       this Plan unless such Affiliated Employers have specifically adopted this
       Plan in writing.

2.03   DETERMINATION OF ELIGIBILITY

       The Committee shall determine the eligibility of each Employee for
       participation in the Plan based upon information furnished by the
       Employer. Such determination shall be

                                      -12-
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       conclusive and binding upon all persons, as long as the same is made
       pursuant to this Article II.

2.04   TERMINATION OF ELIGIBILITY

       (a)    In the event a Participant shall go from a classification of an
              Eligible Employee to an ineligible Employee, such Participant
              shall continue to vest in his Accrued Benefit under the Plan for
              each Year of Service completed while a noneligible Employee, until
              such time as his Accrued Benefit shall be forfeited or distributed
              pursuant to the terms of the Plan.

       (b)    In the event a Participant is no longer a member of an eligible
              class of Employees and becomes ineligible to participate but has
              not incurred a 1-Year Break in Service, such Employee will
              participate again immediately upon returning to an eligible class
              of Employees. If such Participant incurs a 1-Year Break in
              Service, eligibility will be determined under the break in service
              rules of this Article II.

       (c)    In the event an Employee who is not a member of an eligible class
              of Employees becomes a member of an eligible class, such Employee
              will participate immediately if such Employee has satisfied the
              minimum age and service requirements and would have otherwise
              previously become a Participant.

2.05   DETERMINATION OF SERVICE AND BREAK IN SERVICE FOR ELIGIBILITY

       (a)    Years of Service for eligibility shall be determined based on the
              eligibility Computation Period. The initial eligibility
              Computation Period shall be the 12-month period beginning on the
              participant's date of hire. The succeeding 12-consecutive month
              periods commence with the first Plan Year which commences prior to
              the first anniversary of the Employee's employment commencement
              date. Employment with an Affiliated Employer shall be recognized
              as employment with the Employer for purposes of determining
              Service for eligibility under the Plan.

       (b)    All Years of Service with the Employer and Affiliated Employers
              shall be recognized for purposes of determining eligibility
              hereunder except the following:

              In the case of a Participant who does not have any nonforfeitable
              right to his Accrued Benefit, Years of Service before a period of
              consecutive 1-year Breaks in Service will not be taken into
              account in computing eligibility service if the number of
              consecutive 1-year Breaks in Service in such period equals or
              exceeds the greater of five (5) or the aggregate number of Years
              of Service. Such

                                      -13-
<Page>

              aggregate number of Years of Service will not include any Years of
              Service disregarded under the preceding sentence by reason of
              prior Breaks in Service.

              If a Participant's Years of Service are disregarded pursuant to
              the preceding paragraph, such Participant will be treated as a new
              Employee for eligibility purposes. If a Participant's Years of
              Service may not be disregarded pursuant to the preceding
              paragraph, such Participant shall continue to participate in the
              Plan, or, if terminated, shall participate immediately upon
              reemployment.

              Such Year of Service will be measured by the 12-month period
              beginning on an Employee's reemployment commencement date and, if
              necessary, Plan Years beginning with the Plan Year which includes
              the first anniversary of the reemployment commencement date. The
              reemployment commencement date is the first day on which the
              Employee is credited with an Hour of Service for the performance
              of duties after the first eligibility Computation Period in which
              the Employee incurs a 1-year Break in Service.

       (c)    A Participant who terminates service and subsequently returns to
              service as an Eligible Employee shall participate immediately upon
              reemployment or again becoming an Eligible Employee.

                                      -14-
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                                   ARTICLE III

                 SERVICE, CREDITED SERVICE AND BREAKS IN SERVICE
                         FOR VESTING AND BENEFIT ACCRUAL

3.01   SERVICE FOR ELIGIBILITY

       Service for purposes of eligibility to participate is described in
       Article II of the Plan.

3.02   VESTING SERVICE

       The Service of an Employee shall be the aggregate of his Periods of
       Service, as of the date benefits are to be determined under any of the
       provisions of the Plan. Periods of Service shall be expressed in terms of
       years and months and, in determining the total aggregate years, any
       fraction in excess of complete years shall be determined on the basis of
       the number of remaining Months of Service. Employment with an Affiliated
       Employer shall be recognized as employment with the Employer for purposes
       of determining Service for vesting and eligibility under the Plan.

3.03   SEVERANCE FROM SERVICE DATE

       A Severance From Service Date shall be deemed to occur on the earlier of:
       (a) the date on which the Employee quits, retires, is discharged or dies;
       or (b) the first anniversary of the first date of a period in which the
       Employee remains absent from service (with or without pay) with the
       Employer for any reason other than quit, retirement, discharge or death.

3.04   ADDITIONAL SERVICE ALLOWANCE

       If an Employee performs an Hour of Service within twelve (12) months of
       the Severance From Service Date, the Period of Severance shall be
       included as a Period of Service for purposes of determining years of
       Service under any of the provisions of the Plan.

3.05   CREDITED SERVICE

       "Credited Service" of a Participant, as of the date the benefits are to
       be determined under the Plan, shall include all Periods of Service with
       the Employer. Service performed for Continental Brass Products, Corp.,
       Universal Plumbing Sales Corp., Jamaica Manufacturing Co., Inc., Lipmans
       Imports, Inc. or Jamaica International, Inc. shall be counted as Credited
       Service for purposes of the Plan.

                                      -15-
<Page>

3.06   SERVICE IN THE ARMED FORCES

       Any Employee who left active employment of the Employer to enter the
       Armed Forces of the United States, and whose reemployment rights are
       protected by Federal law, shall receive the Service and Credited Service
       for the period of his Military Service, that he would have earned had he
       instead continued his prior employment with the Employer, provided that
       the Employee returns to work in compliance with any requirements of such
       law.

3.07   MILITARY SERVICE

       Notwithstanding any provision of this Plan to the contrary,
       contributions, benefits and service credit with respect to military
       service will be provided in accordance with Section 414(u) of the Code.

3.08   PRE-ERISA SERVICE

       Prior to October 1, 1976, the uninterrupted period of employment with the
       Employer and with Continental Brass Products, Corp., Universal Plumbing
       Sales Corp., Jamaica Manufacturing Co., Inc., Lipmans Imports, Inc. or
       Jamaica International, Inc. as determined under the provisions of the
       Plan in effect before such date shall be counted for Service and Credited
       Service under the Plan.

                                      -16-
<Page>

                                   ARTICLE IV

                              RETIREMENT CONDITIONS

4.01   NORMAL RETIREMENT

       The Normal Retirement Date of a Participant shall be the first day of the
       month coinciding with or next following the date he attains Normal
       Retirement Age.

4.02   DELAYED RETIREMENT

       If a Participant shall remain in employment beyond his Normal Retirement
       Date, his Delayed Retirement Date shall be the first day of the month
       coinciding with or next following the date such Participant notifies the
       Employer that his retirement is to be effective. A Participant who
       remains in employment beyond his Normal Retirement Date shall be deemed
       to have retired on the first day of the first month in which he completes
       less than forty (40) Hours of Service.

4.03   EARLY RETIREMENT

       (a)    A Participant may retire from the employment of the Employer prior
              to his Normal Retirement Date on his Early Retirement Date, which
              is the first day of any month coinciding with or following the
              date he both attains the age of sixty (60) and completes
              twenty-five (25) Years of Service and elects to retire. A
              Participant may further elect to have his retirement benefit
              commence on his Early Retirement Date or may irrevocably elect to
              defer commencement of his benefit to his Normal Retirement Date.

       (b)    If a Participant separates from service before satisfying the age
              requirement for early retirement, but has satisfied the service
              requirement, the Participant will be entitled to elect
              commencement of his retirement benefit upon satisfaction of such
              age requirement.

4.04   DISABILITY RETIREMENT

       Upon demonstration of a Participant's Disability, the Participant shall
       automatically become fully vested and be eligible for disability
       retirement under Section 9.06.

                                      -17-
<Page>

4.05   SPECIAL RULES UPON DISABILITY RETIREMENT

       (a)    As a condition of his continuing to receive Disability retirement
              income, the Committee shall have the right to require a
              Participant to provide such evidence as it considers appropriate
              for verifying his continued eligibility for disability insurance
              benefit payments under the Social Security Act.

       (b)    The Committee shall require evidence that the application for such
              benefits has been approved by the Social Security Administrator.
              The final determination shall be made by the Committee on the
              basis of such evidence.

       (c)    Upon the cessation of the Participant's Disability, he shall not
              be entitled to further benefits as the result of such Disability
              and he shall only be entitled to such other benefits as may be
              provided under the terms of the Plan for which he was eligible as
              of his Disability Retirement Date reduced in accordance with
              Section 14.14. If such Participant is reemployed by the Employer
              following the cessation of his Disability, he shall resume the
              classification of an Eligible Employee and future benefits payable
              on his subsequent termination of employment will be reduced in
              accordance with Section 14.14. The Participant shall remain 100%
              vested in the Accrued Benefit determined as of his Disability
              Retirement Date, but his vested interest with respect to
              additional accruals will be determined in accordance with Article
              IX.

       (d)    If a Participant eligible for Disability Retirement is eligible
              for Early Retirement, he may, in lieu of the Disability Retirement
              benefit payable under this Section, elect to receive the benefit
              applicable under Section 9.02 or the Early Retirement benefit.

4.06   CONTINUATION OF BENEFITS UPON REEMPLOYMENT

       If, after a Participant begins receiving benefits under this Plan, he
       then re-enters employment hereunder, his monthly benefit payments shall
       continue unreduced. Upon subsequent termination of employment, his
       benefit amount shall be recalculated on the basis of his Average Monthly
       Compensation determined as of his subsequent retirement date and his
       Credited Service earned prior and subsequent to his re-employment
       hereunder, reduced by the actuarial value of the payments previously
       made, but in no event less than the benefit amount paid prior to his
       reemployment.

                                      -18-
<Page>

4.07   COMMENCEMENT OF BENEFITS

       Unless the Participant elects otherwise, distribution of benefits will
       begin no later than the 60th day after the latest of the close of the
       Plan Year in which:

       (a)    the Participant attains age sixty-five (65) (or Normal Retirement
              Age, if earlier);

       (b)    occurs the tenth (10th) anniversary of the year in which the
              Participant commenced participation in the Plan; or

       (c)    the Participant terminates service with the Employer.

       Notwithstanding the foregoing, the failure of a Participant and Spouse to
       consent to a distribution while a benefit is immediately distributable,
       within the meaning of Section 9.05 of the Plan, shall be deemed to be an
       election to defer commencement of payment of any benefit sufficient to
       satisfy this Section.

                                      -19-
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                                    ARTICLE V

                               RETIREMENT BENEFITS

5.01   NORMAL RETIREMENT BENEFIT

       (a)    Upon retirement at his Normal Retirement Date, a Participant shall
              receive a monthly retirement benefit which shall commence on such
              date and which shall be payable under the Normal Form of
              Retirement Benefit defined in Section 1.37 of the Plan. The amount
              of each such monthly retirement benefit shall be equal to the sum
              of (i) plus (ii) as follows:

              (i)    .375% of Average Monthly Compensation for each year of
                     Credited Service,

              (ii)   .25% of Average Monthly Compensation in excess of Covered
                     Compensation for each year of Credited Service.

       (b)    A Participant who remains in employment after his Normal
              Retirement Date may elect to commence payment of his retirement
              benefit during employment on the first day of any month coincident
              with or following his Normal Retirement Date. The amount of such
              monthly retirement benefit shall be determined in the same manner
              as for retirement at Normal Retirement Date except that Years of
              Credited Service and Average Monthly Compensation shall be
              determined as of the date of his actual retirement. However, the
              benefit described in the preceding sentence shall be recalculated
              as of the first payment date each year thereafter to reflect
              changes in Credited Service and Average Monthly Compensation. In
              no event shall the retirement benefit payable be less than the
              benefit being paid prior to such recalculations. Solely for
              purposes of Article VI, upon such commencement of his retirement
              benefit, he shall be treated as a retired Participant.

5.02   DELAYED RETIREMENT BENEFIT

       If a Participant does not retire on his Normal Retirement Date and does
       not elect to commence his benefits while employed, the Committee shall
       establish an account and maintain a separate accounting in the name of
       the Participant as of the first day of the

       Plan Year following the Plan Year in which the Participant's Normal
       Retirement Date occurred. The Participant's account value as of such date
       shall be the Actuarial Equivalent of the Participant's Normal Form of
       Retirement Income as of such date.

                                      -20-
<Page>

       (a)    All such accounts shall be invested either (i) as part of the
              Trust Fund and shall not be segregated or invested as a separate
              unit; or (ii) if the Committee, with the approval of the Trustee
              determines, as part of a segregated fixed income fund, which shall
              consist of such assets as the Trustee deems appropriate. If
              implemented, all such separate accounts shall be invested and
              administered as a unit. The Committee shall promulgate whatever
              regulations it deems appropriate with respect to the
              implementation. of such fixed income fund.

       (b)    The Trust Fund (including the fixed income fund, if implemented)
              shall be valued at fair market value on the last day of each Plan
              Year and all accounts shall be adjusted as of such date to reflect
              a proportionate share of investment income and realized and
              unrealized profits and losses as applicable under either
              Subparagraph (a)(i) or (a)(ii).

       (c)    The benefits to which the Participant will be entitled upon his
              subsequent retirement, or, in the event of the Participant's
              death, the benefits to which the Beneficiary would be entitled,
              will normally be determined as of the last day of the Plan Year
              during which the Participant's employment terminated. Such
              benefits may, however, be determined by the Committee,

              (i)    as of any other date, in which event the Committee shall
                     authorize the Trustee to value such Participant's account
                     as of such date; or

              (ii)   as of the last day of the Plan Year before the
                     Participant's termination of employment, but such
                     determination by the Committee may only be exercised with
                     the written consent of the Participant or, in the event of
                     the Participant's death, his Beneficiary. In determining
                     such benefits, the Committee must also consider changes in
                     the market value of the Trust Fund.

       (d)    Subject to the provisions of Section 5.04, the Participant, or in
              the event of the Participant's death, his Beneficiary, shall be
              entitled to such retirement income (under the Normal Form of
              Retirement Benefit or such other options as provided under Article
              VII) as may be Actuarially Equivalent to such Participant's
              account value. Notwithstanding the above, in no event shall the
              Normal Form of Retirement Benefit provided under these provisions
              be less than the greater of 1) the Actuarial Equivalent of the
              Participant's Normal Form of Retirement Benefit determined as of
              the date such benefit was segregated or 2) the Participant's
              benefit determined based on his years of Credited Service and
              Average Monthly Compensation as of his Delayed Retirement Date.

                                      -21-
<Page>

5.03   EARLY RETIREMENT BENEFIT

       A Participant shall, upon retirement on Early Retirement Date, receive
       the Actuarial Equivalent of his Accrued Benefit which shall commence on
       the date elected in accordance with Section 4.03 and shall be payable
       under the Normal Form of Retirement Benefit. The amount of such monthly
       retirement benefit shall, subject to the provisions of Section 5.04
       hereof, be determined in the same manner as for retirement at his Normal
       Retirement Date, except that years of Credited Service and Average
       Monthly Compensation shall be determined as of his Early Retirement Date.
       The benefit shall be reduced based on the number of months by which the
       Participant's early retirement precedes his Normal Retirement Date using
       the factors in Section 1.02.

5.04   MAXIMUM RETIREMENT BENEFIT

       The definition of certain words and phrases used in this Section 5.04 are
       contained in Section 5.04(d) and shall, for purposes of this Section
       5.04, supersede definitions for such words and phrases contained in
       Article I. Defined terms are capitalized.

       (a)    This Section, except for Section (a)(ii), applies regardless of
              whether any Participant is or has ever been a Participant in
              another qualified plan maintained by the Employer. If any
              Participant is or has ever been a Participant in another qualified
              plan maintained by the Employer, or a welfare benefit fund, as
              defined in Section 419(e) of the Code, maintained by the Employer,
              or an individual medical account, as defined in Section 415(1)(2)
              of the Code, which provides an Annual Addition, Section 5.04(b) is
              also applicable to that Participant's benefits.

              (i)    The Annual Benefit otherwise payable to a Participant at
                     any time will not exceed the Maximum Permissible Amount. If
                     the benefit the Participant would Otherwise accrue in a
                     Limitation Year would produce an annual benefit in excess
                     of the Maximum Permissible Amount, the rate of accrual will
                     be reduced so that the annual benefit will equal the
                     Maximum Permissible Amount.

              (ii)   The Maximum Permissible Amount limitation is deemed
                     satisfied if the Annual Benefit payable to a Participant is
                     not more than $1,000 multiplied by the Participant's number
                     of Years of Service or portions thereof (not to exceed ten
                     (10)) with the Employer, and the Employer has not at any
                     time maintained a defined contribution plan, a welfare
                     benefit plan as defined in Section 419(e) of the Code, or
                     an individual medical account as defined in Section
                     415(1)(2) of the Code in which such Participant
                     participated.

                                      -22-
<Page>

       (b)    (i)    If a Participant is, or has ever been, covered under more
                     than one defined benefit plan maintained by the Employer,
                     the sum of the Participant's Annual Benefits from all such
                     plans may not exceed the Maximum Permissible Amount.

              (ii)   If the Employer maintains, or at any time maintained, one
                     or more qualified defined contribution plans covering any
                     Participant in this Plan, a welfare benefit fund, as
                     defined in Section 419(e) of the Code, or an individual
                     medical account as defined in Section 415(1)(2) of the
                     Code, the sum of the Participant's Defined Contribution
                     Fraction and Defined Benefit Fraction will not exceed 1.0
                     in any limitation year.

              (iii)  If in any Plan Year the sum of the Defined Benefit Fraction
                     and the Defined Contribution Fraction shall exceed 1.0 with
                     respect to any Participant, the Employer shall reduce any
                     contribution to the defined contribution plan on behalf of
                     such Participant to the extent necessary to lower the
                     numerator of the Defined Contribution Fraction so that the
                     sum of both fractions does not exceed 1.0.

              (iv)   Effective January 1, 2000, the provisions of this
                     subsection (b) shall no longer be applicable.

       (c)    In the case of an individual who was a Participant in one or more
              defined benefit plans of the Employer as of the first day of the
              first Limitation Year beginning after December 31, 1986, the
              application of the limitations of this Article V shall not cause
              the Maximum Permissible Amount for such individual under all such
              defined benefit plans to be less than the individual's current
              Accrued Benefit. The preceding sentence applies only if such
              defined benefit plans met the requirements of Code Section 415,
              for all Limitation Years beginning before January 1, 1987.

              For this purpose, a Participant's Accrued Benefit under the Plan,
              shall be determined as if the Participant had separated from
              service as of the close of the last Limitation Year beginning
              before January 1, 1987, expressed as an Annual Benefit within the
              meaning of Section 415(b)(2) of the Code.

              In determining the amount of a Participant's current Accrued
              Benefit, the following shall be disregarded:

              (i)    any change in the terms and conditions of the Plan after
                     May 5,1986; and

                                      -23-
<Page>

              (ii)   any cost of living adjustments occurring after May 5, 1986.

       (d)    DEFINITIONS.

              (i)    ANNUAL ADDITIONS: The sum of the following amounts credited
                     to a Participant's account for limitation year:

                     (A)    Employer contributions;

                     (B)    Employee contributions;

                     (C)    Forfeitures, and

                     (D)    Amounts allocated to an individual medical account,
                            as defined in Section 415(1)(2) of the Code, which
                            is part of a pension or annuity plan maintained by
                            the Employer are treated as Annual Additions to a
                            defined contribution plan. Also, amounts derived
                            from contributions paid or accrued after December
                            31, 1985, in taxable years ending after such date,
                            which are attributable to post-retirement medical
                            benefits allocated to the separate account of a Key
                            Employee, as defined in Section 419A(d)(3) of the
                            Code, under a welfare benefit fund, as defined in
                            Section 419(e) of the Code, maintained by the
                            Employer, are treated as Annual Additions to a
                            defined contribution plan.

              (ii)   ANNUAL BENEFIT: A retirement benefit under the Plan which
                     is payable annually in the form of a straight life annuity.
                     Except as provided below, a benefit payable in a form other
                     than a straight life annuity must be adjusted to an
                     actuarially equivalent straight life annuity before
                     applying the limitations of this Section 5.04. Effective
                     for Limitation Years beginning on or after January 1, 1995
                     the interest rate assumption used to determine actuarial
                     equivalence will be determined using the assumptions set
                     forth in Section 1.02(b) or an interest rate of 5% and the
                     mortality table specified in Section 417(e)(3) of the Code,
                     whichever produces the larger straight life annuity; and in
                     the event the benefit is payable in a lump sum the 5%
                     interest rate will be replaced by the rate on 30-year
                     Treasury Constant Maturities for the month of November
                     prior to the Plan Year of distribution. The Annual Benefit
                     does not include any benefits attributable to Employee
                     contributions or rollover contributions, or the assets
                     transferred from a qualified plan that was not maintained
                     by the Employer. No actuarial adjustment to the benefit is
                     required for (a) the value of a

                                      -24-
<Page>

                     qualified joint and survivor annuity, (b) the value of
                     benefits that are not directly related to retirement
                     benefits (such as the qualified disability benefit,
                     pre-retirement death benefits, and post-retirement medical
                     benefits), and (c) the value of post-retirement
                     cost-of-living increases made in accordance with Section
                     415(d) of the Code and Section 1.415-3(c)(2)(iii) of the
                     Federal Income Tax Regulations.

              (iii)  COMPENSATION: A Participant's earned income, wages,
                     salaries, and fees for professional services, and other
                     amounts received for personal services actually rendered in
                     the course of employment with the Employer maintaining the
                     Plan (including, but not limited to, commissions paid
                     salesmen, compensation for services on the basis of a
                     percentage of profits, commissions on insurance premiums,
                     tips and bonuses), and excluding the following:

                     (A)    Employer contributions to a plan of deferred
                            compensation which are not included in the
                            Employee's gross income for the taxable year in
                            which contributed, or any distributions from a plan
                            of deferred compensation;

                     (B)    Amounts realized from the exercise of a nonqualified
                            stock option, or when restricted stock (or property)
                            held by the Employee either becomes freely
                            transferable or is no longer subject to a
                            substantial risk of forfeiture;

                     (C)    Amounts realized from the sale, exchange or other
                            disposition of stock acquired under a qualified
                            stock option; and

                     (D)    Effective for limitation years beginning after
                            December 31, 1997, earnings shall include (i) any
                            elective deferral as defined in Code Section
                            402(g)(3), and (ii) any amount which is contributed
                            or deferred by the Employee at the election of the
                            employee and which is not includible in the gross
                            income of the employee by reason of Code Section
                            125, or, effective January 1, 2001, any amounts not
                            includible in the gross income of the employee by
                            reason of Section 132(f)(4) of the Code.

                     Compensation for any limitation year is the compensation
                     actually paid or includible in gross income during such
                     year.

                                      -25-
<Page>

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

              (v)    DEFINED BENEFIT FRACTION: A fraction, the numerator of
                     which is the sum of the Participant's projected Annual
                     Benefits under all the defined benefit plans (whether or
                     not terminated) maintained by the Employer, and the
                     denominator of which is the lesser of one hundred
                     twenty-five percent (125%) of the dollar limitation
                     determined for the Limitation Year under Sections 415(b)
                     and (d) of the Code and in accordance with Section
                     5.04(d)(x)(B) below or one hundred forty percent (140%) of
                     the Participant's Highest Average Compensation, including
                     any adjustments under Section 415(b) of the Code.

                     Notwithstanding the above, if the Participant was a
                     Participant as of the first day of the first Limitation
                     Year beginning after December 31, 1986, in one or more
                     defined benefit plans maintained by the Employer which were
                     in existence on May 6, 1986, the denominator of this
                     fraction will not be less than one hundred twenty-five
                     percent (125%) of the sum of the Annual Benefits under such
                     plans which the Participant had accrued as of the close of
                     the last Limitation Year beginning before January 1, 1987,
                     disregarding any changes in the terms and conditions of the
                     Plans after May 5,1986. The preceding sentence applies only
                     if the defined benefit plans individually and in the
                     aggregate satisfied the requirements of Code Section 415
                     for all Limitation Years beginning before January 1, 1987.

                     Effective January 1, 2000, the provisions of this
                     subsection (v) shall no longer be applicable.

              (vi)   DEFINED CONTRIBUTION FRACTION: A fraction, the numerator of
                     which is the sum of the Annual Additions to the
                     Participant's account under all the defined contribution
                     plans (whether or not terminated) maintained by the
                     Employer for the current and all prior Limitation Years,
                     (including the annual additions attributable to the
                     Participant's nondeductible Employee contributions to this
                     and all other defined benefit plans, (whether or not
                     terminated) maintained by the Employer, and the Annual
                     Additions attributable to all welfare benefit funds, as
                     defined in Section 419(e) of the

                                      -26-
<Page>

                     Code or individual medical accounts, as defined in Section
                     415(1)(2) of the Code, maintained by the Employer), and the
                     denominator of which is the sum of the Maximum Aggregate
                     Amounts for the current and all prior Limitation Years of
                     service with the Employer (regardless of whether a defined
                     contribution plan was maintained by the Employer).

                     The Maximum Aggregate Amount in any Limitation Year is the
                     lesser of one hundred twenty-five percent (125 %) of the
                     dollar limitation in effect under Section 415(c)(1)(A) of
                     the Code or thirty-five percent (35%) of the Participant's
                     Compensation for such year.

                     The Annual Addition for any limitation year beginning
                     before January 1, 1987, shall not be recomputed to treat
                     all Employee contributions as Annual Additions.

                     Effective January 1, 2000, the provisions of this
                     subsection (vi) shall no longer be applicable.

              (vii)  EMPLOYER: For purposes of this Article, Employer shall mean
                     the Employer that adopts this Plan, and all members of a
                     controlled group of corporations (as defined in Section
                     414(b) of the Code, as modified by Section 415(h)), all
                     commonly controlled trades or businesses (as defined in
                     Section 414(c) as modified by Section 415(h)), or
                     affiliated service groups (as defined in Section 414(m)) of
                     which the adopting Employer is a part, and any other entity
                     required to be aggregated with the Employer pursuant to
                     regulations under Section 414(o) of the Code.

              (viii) HIGHEST AVERAGE COMPENSATION: The average compensation for
                     the three consecutive Years of Service with the Employer
                     that produces the highest average.

              (ix)   LIMITATION YEAR: The Plan Year.

              (x)    MAXIMUM PERMISSIBLE AMOUNT:

                     (A)    The lesser of the Defined Benefit Dollar Limitation
                            or one hundred percent (100%) of the Participant's
                            Highest Average Compensation.

                     (B)    If the Participant has less than ten (10) years of
                            participation with the Employer, the Defined Benefit
                            Dollar Limitation is reduced by

                                      -27-
<Page>

                            one-tenth (1/10) for each year of participation (or
                            part thereof) less than ten (10).

                            To the extent provided in regulations or in other
                            guidance issued by the Internal Revenue Service, the
                            preceding sentence shall be applied separately with
                            respect to each change in the benefit structure of
                            the Plan. If the Participant has less than ten (10)
                            Years of Credited Service with the Employer, the
                            Compensation limitation is reduced by one-tenth
                            (1/10) for each Year of Credited Service (or part
                            thereof) less than ten (10). The adjustments of this
                            Section (B) shall be applied in the denominator of
                            the Defined Benefit Fraction based upon Years of
                            Service. Years of Service shall include future years
                            occurring before the Participant's Normal Retirement
                            Age. Such future years shall include the year which
                            contains the date the Participant reaches Normal
                            Retirement Age, only if it can be reasonably
                            anticipated that the Participant will receive a Year
                            of Credited Service for such year.

                     (C)    If the annual benefit of the Participant commences
                            before the Participant's Social Security Retirement
                            Age, but on or after age sixty-two (62), the Defined
                            Benefit Dollar Limitation as reduced above, if
                            necessary, shall be determined as follows:

                            (1)    If a Participant's Social Security Retirement
                                   Age is sixty-five (65), the dollar limitation
                                   for benefits commencing on or after age
                                   sixty-two (62) is determined by reducing the
                                   Defined Benefit Dollar Limitation by five
                                   ninths (5/9) of one percent (1%) for each
                                   month by which benefits commence before the
                                   month in which the participant attains age
                                   sixty-five (65).

                            (2)    If a Participant's Social Security Retirement
                                   Age is greater than sixty-five (65), the
                                   dollar limitation for benefits commencing on
                                   or after age sixty-two (62) is determined by
                                   reducing the Defined Benefit Dollar
                                   Limitation by five ninths (5/9) of one
                                   percent (1%) for each of the first thirty-six
                                   (36) months and five twelfths (5/12) of one
                                   percent (1 %) for each of the additional
                                   months (up to twenty-four (24) months) by
                                   which benefits commence before the month of
                                   the Participant's Social Security Retirement
                                   Age.

                                      -28-
<Page>

                     (D)    If the Annual Benefit of a Participant commences
                            prior to age sixty-two (62), the Defined Benefit
                            Dollar Limitation shall be the actuarial equivalent
                            of an Annual Benefit beginning at age sixty-two
                            (62), as determined above, reduced for each month by
                            which benefits commence before the month in which
                            the Participant attains age sixty-two (62).
                            Effective for Limitation Years beginning on or after
                            January 1, 1995, to determine actuarial equivalence,
                            the assumption specified in Section 1.02(c) or an
                            interest rate of 5% per annum and the mortality
                            table specified in Code Section 417(e)(3), whichever
                            produces the larger reduction in the Defined Benefit
                            Dollar Limitation shall be used.

                     (E)    If the Annual Benefit of a Participant commences
                            after the Participant's Social Security Retirement
                            Age, the Defined Benefit Dollar Limitation, as
                            reduced in (B) above, if necessary, shall be
                            adjusted so that it is the actuarial equivalent of
                            an Annual Benefit of such dollar limitation
                            beginning at the Participant's Social Security
                            Retirement Age. Effective for Limitation Years
                            beginning on or after January 1, 1995, to determine
                            actuarial equivalence, the assumption set forth in
                            Section 1.02(d) or an interest rate of 5% and the
                            mortality table specified in Code Section 417(e)(3)
                            whichever produces the smaller increase in the
                            Defined Benefit Dollar Limitation shall be used.

              (xi)   PROJECTED ANNUAL BENEFIT: The Annual Benefit as defined in
                     Section (d)(ii), to which the Participant would be entitled
                     under the terms of the Plan assuming:

                     (A)    The Participant will continue employment until
                            Normal Retirement Age under the Plan (or current
                            age, if later), and

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

              (xii)  SOCIAL SECURITY RETIREMENT AGE: Age sixty-five (65) in the
                     case of a Participant attaining age sixty-two (62) before
                     January 1, 2000 (i.e., born before January 1, 1938), age
                     sixty-six (66) for a Participant attaining age sixty-two
                     (62) after December 31, 1999, and before January 1, 2017
                     (i.e., born after December 31, 1937, but before January 1,
                     1955), and age sixty-

                                      -29-
<Page>

                     seven (67) for a Participant attaining age sixty-two (62)
                     after December 31, 2016 (i.e., born after December 31,
                     1954).

              (xiii) YEAR OF PARTICIPATION: The Participant shall be credited
                     with a Year of Participation (computed to fractional parts
                     of a- year) for each accrual Computation Period for which
                     the following conditions are met: (1) The Participant is
                     credited with a Period of Service for benefit accrual
                     purposes, required under the terms of the Plan in order to
                     accrue a benefit for the accrual Computation Period, and
                     (2) the Participant is included as a Participant under the
                     eligibility provisions of the Plan for at least one (1) day
                     of the accrual Computation Period. If these two conditions
                     are met, the portion of a Year of Participation credited to
                     the Participant shall equal the amount of benefit accrual
                     service credited to the Participant for such accrual
                     Computation Period. A Participant who is permanently and
                     totally disabled within the meaning of Plan Section 9.06
                     for an accrual Computation Period shall receive a Year of
                     Participation with respect to that period. In addition, for
                     a Participant to receive a Year of Participation (or part
                     thereof) for an accrual Computation Period, the Plan must
                     be established no later than the last day of such accrual
                     Computation Period. In no event will more than one Year of
                     Participation be credited for any 12-month period.

5.05   REQUIRED BENEFIT COMMENCEMENT

       Notwithstanding the Delayed Retirement provisions above, each Participant
       who remains employed beyond his Required Beginning Date (as defined in
       Article VIII), must begin to receive the minimum distributions required
       under Article VIII. Such Participant's benefit shall be recalculated for
       each calendar year following the initial required distribution on the
       basis of his Average Monthly Compensation and Credited Service as of each
       January 1, but in no event less than the benefit amount paid prior to the
       recalculation.

                                      -30-
<Page>

                                   ARTICLE VI

               JOINT AND SURVIVOR AND PRERETIREMENT DEATH BENEFITS

6.01   AUTOMATIC JOINT AND SURVIVOR ANNUITY

(a)    Unless an optional form of benefit is selected, as described in Article
       VII, pursuant to a qualified election described in Section 6.02, within
       the 90-day period ending on the Annuity Starting Date, a married
       Participant's vested Accrued Benefit will be paid in the form of an
       automatic joint and survivor annuity and an unmarried Participant's
       vested Accrued Benefit will be paid in the form of an immediate life
       annuity with 120 monthly payments certain. The Participant may elect to
       have such annuity distributed upon attainment of the earliest retirement
       age under the Plan.

(b)    An "automatic joint and survivor annuity" is an immediate non
       transferable annuity for the life of the Participant with a survivor
       annuity for the life of the Spouse which is fifty percent (50%) of the
       amount of the annuity which is payable during the joint lives of the
       Participant and the Spouse and which is the Actuarial Equivalent of the
       Normal Form of Retirement Benefit.

(c)    A Participant's "earliest retirement age" is the earliest date on which,
       under the Plan, the Participant could elect to receive retirement
       benefits.

6.02   QUALIFIED ELECTION

       A Participant may waive the automatic joint and survivor annuity
       described in Section 6.01 only if:

       (a)    the Participant's Spouse consents in writing to the election;

       (b)    with the exception of a life annuity the election designates a
              specific alternate Beneficiary, including any class of
              Beneficiaries or any contingent Beneficiaries, which may not be
              changed without spousal consent, or the Spouse expressly permits
              designations by the Participant without any further spousal
              consent;

       (c)    the Spouse's consent acknowledges the effect of the election; and

       (d)    the Spouse's consent is witnessed by a plan representative or
              notary public. Additionally, a Participant's waiver of the
              qualified joint and survivor annuity will not be effective unless
              the election designates a form of benefit payment

                                      -31-
<Page>

              which may not be changed without spousal consent, or the spouse
              expressly permits designations by the participant without any
              further spousal consent.

              If it is established to the satisfaction of the Committee that
              such written consent may not be obtained because there is no
              Spouse or the Spouse cannot be located, a waiver will be deemed a
              qualified election.

              Any consent by a Spouse obtained under this provision (or
              establishment that the consent of a Spouse may not be obtained)
              shall be effective only with respect to such Spouse. A consent
              that permits designations by the Participant without any
              requirement of further consent by such Spouse must acknowledge
              that the Spouse has the right to limit consent to a specific
              Beneficiary, and a specific form of benefit where applicable, and
              that the Spouse voluntarily elects to relinquish either or both of
              such rights. A revocation of a prior waiver may be made by a
              Participant without the consent of the Spouse at any time prior to
              the commencement of benefits. The number of revocations shall not
              be limited. No consent obtained under this provision shall be
              valid unless the Participant has received notice as provided in
              subsection (e) below.

       (e)    The Committee shall provide each Participant, no less than thirty
              (30) days and no more than ninety (90) days prior to the payment
              commencement date, a written explanation of:

              (i)    the terms and conditions of an automatic joint and survivor
                     annuity;

              (ii)   the Participant's right to make and the effect of an
                     election to waive the automatic joint and survivor annuity
                     form of benefit;

              (iii)  the rights of a Participant's Spouse;

              (iv)   the right to make, and the effect of, a revocation of a
                     previous election to waive the automatic joint and survivor
                     annuity; and

              (iv)   the relative values of the various optional forms of
                     benefit under the Plan.

              The benefit commencement date for a distribution in a form other
              than a Qualified Joint and Survivor Annuity may be less than 30
              days after receipt of the written explanation of the Qualified
              Joint and Survivor Annuity, provided: (i) the Participant has been
              provided with information that clearly indicates that the employee
              has at least 30 days to consider whether to waive the Qualified
              Joint and Survivor Annuity and elect (with spousal consent) to a
              form of distribution

                                      -32-
<Page>

              other than a Qualified Joint and Survivor Annuity; (ii) the
              Participant is permitted to revoke any affirmative distribution
              election at least until the benefit commencement date or, if
              later, at any time prior to the expiration of the 7-day period
              that begins the day after the explanation of the Qualified Joint
              and Survivor Annuity is provided to the Participant; and (iii) the
              benefit commencement date is a date after the date the written
              explanation was provided to the Participant.

6.03   QUALIFIED PRERETIREMENT SURVIVOR ANNUITY

       (a)    If a vested Participant dies after the earliest retirement age,
              but prior to the Annuity Starting Date, such Participant's
              surviving Spouse, if any, will receive the same benefit that would
              be payable if the Participant had retired with an immediate
              automatic joint and survivor annuity, as defined in Section
              6.01(b), payable on the day before such Participant's death.

       (b)    The surviving Spouse may elect to commence payment under such
              annuity on the first day of any month after the Participant's
              death. The actuarial value of benefits which commence later than
              the date on which payments would have been made to the surviving
              Spouse under an automatic joint and survivor annuity commencing at
              the Participant's earliest retirement age under the Plan in
              accordance with this provision shall be adjusted to reflect the
              delayed payment.

       (c)    If a vested Participant dies on or before the earliest retirement
              age, the Participant's surviving Spouse (if any) will receive the
              same benefit that would be payable if the Participant had:

              (i)    separated from service on the date of death (or date of
                     separation from service, if earlier),

              (ii)   survived to the earliest retirement age,

              (iii)  retired with an immediate qualified joint and survivor
                     annuity at the earliest retirement age, and

              (iv)   died on the day after the earliest retirement age.

       (d)    Subject to the provisions of Section 8.04 of the Plan, a surviving
              Spouse will begin to receive payments at the Participant's
              earliest retirement age. Benefits commencing after the
              Participant's earliest retirement age will be the Actuarial
              Equivalent of the benefit to which the surviving Spouse would have
              been entitled

                                      -33-
<Page>

              if benefits had commenced at the earliest retirement age under an
              immediate automatic joint and survivor annuity.

       (e)    Before the commencement of a retirement benefit, upon the death of
              (i) a Vested Participant subsequent to termination of employment
              (ii) a Retired Participant who had elected to defer the
              commencement of his retirement benefit, or (iii) a Participant for
              whom the commencement of benefits had been deferred, an automatic
              joint and survivor annuity with 50% of such annuity continued to
              his Spouse commencing on the earliest commencement date. In no
              event shall the benefit provided to the Spouse be . benefit which
              may be provided from the applicable portion of e accumulation
              value under a deferred annuity payable upon the Participant's
              death before the commencement of a retirement benefit. For Retired
              Participants in accordance with Subsection (ii) above, the
              applicable portion shall be 100% of the accumulation value and for
              Participants in accordance with Subsection (i) and (iii) above,
              50% of the accumulation value.

              In lieu of the benefits described in the above paragraph, the
              Participant may elect to provide for the payment of the portion of
              the accumulation value under the deferred annuity payable upon
              death to any designated Beneficiary, provided the Participant's
              Spouse consents to such election. In the absence of a surviving
              Spouse or designated Beneficiary, the death benefit shall be paid
              to the Participant's estate. In the event of the Participant's
              death before the purchase of the annuity contract, benefits will
              be provided as if the annuity had been purchased on the day before
              the Participant's death.

6.04   QUALIFIED ELECTION

       (a)    A Participant may waive the 100% joint and survivor annuity with
              his Spouse as Beneficiary in accordance Section 6.03(e) only if:

              (i)    the Participant's Spouse consents in writing to the
                     election;

              (ii)   the election designates a specific alternate Beneficiary,
                     including any class of Beneficiaries or any contingent
                     Beneficiaries, which may not be changed without spousal
                     consent, or the Spouse expressly permits designations by
                     the Participant without any further spousal consent;

              (iii)  the Spouse's consent acknowledges the effect of the
                     election; and

              (iv)   the Spouse's consent is witnessed by a plan representative
                     or notary public.

                                      -34-
<Page>

              If it is established to the satisfaction of the Committee that
              such written consent may not be obtained because there is no
              Spouse or the Spouse cannot be located, a waiver will be deemed a
              qualified election. Any consent by a Spouse obtained under this
              provision (or establishment that the consent of a Spouse may not
              be obtained) shall be effective only with respect to such Spouse.
              A consent that permits designations by the Participant without any
              requirement of further consent by such Spouse must acknowledge
              that the Spouse has the right to limit consent to a specific
              Beneficiary, and a specific form of benefit where applicable, and
              that the Spouse voluntarily elects to relinquish either or both of
              such rights. A revocation of a prior waiver may be made by a
              Participant without the consent of the Spouse at any time prior to
              the commencement of benefits. The number of revocations shall not
              be limited. No consent obtained under this provision shall be
              valid unless the Participant has received notice as provided in
              6.05 below.

6.05   NOTICE REQUIREMENTS

       The Committee shall provide each Participant within the applicable period
       for such Participant, a written explanation of the qualified
       preretirement survivor annuity in such terms and in such a manner as
       would be comparable to the explanation provided for meeting the
       requirements applicable to an automatic joint and survivor annuity in
       Section 6.02(e). The applicable period for a Participant is whichever of
       the following periods ends last:

       (a)    the period beginning with the first day of the Plan Year in which
              the Participant attains age thirty-two (32) and ending with the
              close of the Plan Year preceding the Plan Year in which the
              Participant attains age thirty-five (35);

       (b)    a reasonable period ending after the individual becomes a
              Participant;

       (c)    a reasonable period ending after this Article first applies to the
              Participant.

       Notwithstanding the foregoing, notice must be provided within a
       reasonable period ending after separation of service in case of a
       Participant who separates from service before attaining age thirty-five
       (35).

       For purposes of the preceding paragraph, a reasonable period ending after
       the enumerated events described in (b) and (c) is the end of the two (2)
       year period beginning one (1) year prior to the date the applicable event
       occurs and ending one (1) year after that date. In the case of a
       Participant who separates from service before the Plan Year in which age
       thirty-five (35) is attained, notice shall be provided within the two (2)
       year period

                                      -35-
<Page>

       beginning one (1) year prior to separation and ending one (1) year after
       separation. If such a Participant thereafter returns to employment with
       the Employer, the applicable period for such Participant shall be
       redetermined.

                                      -36-
<Page>

                                   ARTICLE VII

                     OPTIONAL METHODS OF RETIREMENT PAYMENTS

7.01   OPTIONAL ELECTIONS

       Each vested Participant whose Accrued Benefit has a present value in
       excess of three thousand five hundred dollars ($3,500), shall have the
       right, at any time and from time to time prior to the commencement of a
       retirement benefit hereunder, to elect to have such retirement benefit
       payable under any one of the options hereinafter set forth in this
       Section in lieu of the retirement benefit otherwise payable under any of
       the provisions of the Plan. The amount of any optional retirement benefit
       shall be the Actuarial Equivalent of the Normal Form of Retirement
       Benefit otherwise payable to such Participant. The Participant shall make
       such an election by written request to the Committee and such an election
       will be subject to the spousal consent requirement of Article VI.

       (a)    JOINT AND SURVIVOR OPTION: A married Participant may elect to
              receive a monthly retirement benefit during the lifetime of the
              Participant and have either fifty percent (50%) or one hundred
              percent (100%) of such monthly retirement benefit continued after
              the Participant's death to a Contingent Annuitant or Spouse during
              the remaining lifetime of the Contingent Annuitant or Spouse
              within the restrictions contained in Section 8.04(b)(ii).

       (b)    LUMP-SUM OPTION: Prior to October 1, 1995, a Participant who is
              eligible for Early or Normal Retirement may elect to receive, in
              lieu of any other benefits hereunder, a lump sum payment
              representing the Actuarial Equivalent of the Participant's Accrued
              Benefit under the Plan. On or after October 1, 1995, a Participant
              who is eligible for Early or Normal Retirement may elect to
              receive a lump sum payment representing the Actuarial Equivalent
              of the Participant's Accrued. Benefit under the Plan as of
              September 30, 1995, in addition to the Participant's Accrued
              Benefit earned on and after October 1, 1995 in another form of
              payment provided under the Plan.

       (c)    PERIOD CERTAIN OPTION: A Participant may elect to receive a
              monthly retirement benefit during the Participant's lifetime, with
              payments guaranteed for one hundred eighty (180) months. Should a
              Participant who has elected this option die before receiving the
              specified number of payments, such payments shall be continued to
              a Beneficiary designated by the Participant until the total
              payments made are equal to the guaranteed number.

                                      -37-
<Page>

       (d)    A Participant may elect to receive a monthly retirement benefit
              under any optional form available under the Plan prior to the
              effective date of this restated Plan of that portion of his
              benefit as accrued through such effective date.

              Notwithstanding the above, the Joint and 100% Survivor Option as
              described in subsection (a) hereof and the one hundred eighty
              (180) month Period Certain Option as described in subsection (c)
              hereof are not available to Participants who are eligible for a
              Disability Retirement.

7.02   LIMITATION ON OPTIONAL ELECTIONS

       (a)    Payments under any optional retirement benefit elected under the
              provisions of Section 7.01 hereof shall be subject to the
              distribution period restrictions of Sections 8.03 and 8.04.

       (b)    A Participant may not elect irrevocably before retirement any
              option which would with certainty pay all or part of his
              non-forfeitable interest to a designated Beneficiary after the
              Participant's death.

       (c)    Any annuity contract distributed by the Plan must be
              nontransferable.

       (d)    Once distributions under an optional form of benefit have begun,
              such form of payment shall be irrevocable.

       (e)    If a Participant's benefits are required to commence in accordance
              with Article VIII, such Participant shall make an irrevocable
              election as to the optional form of payment. All such benefits
              shall be paid directly from the Trust Fund. Subject to Section
              6.01 the options available will include options available to
              retirees in accordance with Section 7.01. Upon subsequent
              termination of employment for any reason, the optional form
              previously elected will remain in effect.

       (f)    The distribution of a lump sum payment or an annuity to the
              Participant or his Beneficiary will constitute the complete
              discharge of all obligations of the Plan.

7.03   DEFERRED ANNUITY PURCHASE

       A deferred annuity shall be purchased on behalf of

       (a)    a Vested Participant;

                                      -38-
<Page>

       (b)    a Retired Participant who makes an election to defer commencement
              of his retirement benefit in accordance with Section 4.07 or
              7.02(e); and

       (c)    a Participant's Spouse entitled to deferred benefits in accordance
              with Article VIII or who makes an election to defer commencement
              in accordance with Article VIII.

              The retirement benefit under the deferred annuity will initially
              be payable under the Normal Form of Retirement Benefit or one of
              the optional forms under Section 7.01, as elected by the
              Participant. Subject to Section 6.01, a Participant may, before
              the commencement of his retirement benefit, change such optional
              form to any other form of retirement benefit available under the
              annuity, including those available under Section 7.01 and the
              Normal Form of Retirement Benefit, by filing a request with the
              insurance company and complying with the terms and provisions of
              such annuity.

              If a deferred annuity is purchased on behalf of a Participant or
              Beneficiary, a lump sum distribution shall not be permitted at any
              later date.

                                      -39-
<Page>

                                  ARTICLE VIII

                        REQUIRED COMMENCEMENT OF BENEFITS

8.01   GENERAL RULES

       The terms of the Watts Industries, Inc. Pension Plan shall apply in
       determining required distributions as required under Section 401(a)(9) of
       the Code.

                                      -40-
<Page>

                                   ARTICLE IX

      BENEFITS ON TERMINATION OF EMPLOYMENT AND RETIREMENT UPON DISABILITY

9.01   TERMINATION GENERALLY

       All rights of a Participant to all benefits under the Plan will cease
       upon his termination of employment with the Employer prior to
       satisfaction of the conditions for retirement set forth in Article IV of
       the Plan, for a reason other than death, except as otherwise provided in
       the following Sections of this Article. The only benefits of any kind
       payable under any of the provisions of the Plan in the event of the death
       of a Participant prior to commencement of his retirement benefit are
       those provided in Article VI and Article VII hereof.

9.02   CONDITIONS FOR VESTED RETIREMENT BENEFITS

       If a Participant is in the employment of the Employer on the date he
       attains Normal Retirement Age, he shall have a one hundred percent (100%)
       vested interest in his Accrued Benefit. If the Participant terminates
       employment with the Employer at any time prior to his Normal or Early
       Retirement Date, other than by death or Disability, the Participant shall
       have a vested interest in his Accrued Benefit equal to the percentage
       determined in accordance with the following schedule on the basis of his
       Years of Service:

<Table>
<Caption>
         NUMBER OF YEARS                   PERCENTAGE OF ACCRUED BENEFIT
         <S>                                           <C>
         Less than 5 full years                          0%
         5 full years                                  100%
</Table>

9.03   AMOUNT OF VESTED RETIREMENT BENEFIT

       (a)    A terminated vested Participant shall receive his Accrued Benefit,
              determined as provided in this Section 9.03, commencing on his
              Normal Retirement Date. The amount of monthly retirement benefit
              payable shall be determined in the manner provided in Section 5.01
              with years of Credited Service and Average Monthly Compensation
              determined as of the date of his termination of employment.

       (b)    If a Participant satisfies the requirement for the commencement of
              benefits prior to his Normal Retirement Date in accordance with
              the provisions of Section 4.03(b) the amount of such pension shall
              be the vested amount provided in Section 9.02 reduced in
              accordance with the provisions of Section 1.02.

                                      -41-
<Page>

9.04   SINGLE SUM PAYMENT OF VALUE OF VESTED RETIREMENT BENEFITS

       (a)    Upon a Participant's termination of Service, the Committee shall
              direct the Trustee to pay him, in a single sum, an amount equal to
              the Actuarial Equivalent value, as of the date of payment of the
              vested Accrued Benefit payable in lieu of any other form of such
              retirement benefit, provided the amount of such Actuarial
              Equivalent is not in excess of $3,500 ($5,000, effective October
              1, 2001). The Actuarial Equivalent value of such cash out shall be
              determined in accordance with the provisions of Section 1.02 of
              the Plan. The nonvested portion of a Participant's Accrued
              Benefit, if any, shall be treated as a forfeiture upon such cash
              out. For purposes of this Section, if the Actuarial Equivalent
              value of a Participant's vested Accrued Benefit is zero, the
              Participant shall be deemed to have received a distribution of
              such vested benefit.

       (b)    If a Participant receives or is deemed to receive a distribution
              pursuant to this Section at a time when his Accrued Benefit was
              not fully vested and the Participant resumes covered employment
              under the Plan, he shall have the right to restore his
              Employer-derived Accrued Benefit (including all optional forms of
              benefits and subsidies relating to such benefits) to the extent
              forfeited upon the repayment to the Plan of the full amount of the
              distribution plus interest, compounded annually from the date of
              distribution at the rate of five percent (5%). Such repayment must
              be made not later than five (5) years after the first date on
              which the Participant is subsequently reemployed by the Employer.

       (c)    If a Participant receives or is deemed to receive a cashout under
              paragraph (a) above, then all Periods of Service for which he
              receives payment shall be disregarded for purposes of benefit
              accrual unless he makes the repayment described in paragraph
              (b)above.

9.05   PARTICIPANT AND SPOUSAL CONSENT FOR IMMEDIATELY DISTRIBUTABLE BENEFITS

       If the present value of a Participant's vested Accrued Benefit exceeds
       (or at any time of any prior distribution exceeded) three thousand five
       hundred dollars ($3,500), and the Accrued Benefit is immediately
       distributable, the Participant and the Participant's Spouse (or where
       either the Participant or the Spouse has died, the survivor) must consent
       to any distribution of such Accrued Benefit. The consent of the
       Participant and the Participant's Spouse shall be obtained in writing
       within the 90-day period ending on the Annuity Starting Date. The
       Committee shall notify the Participant and the Participant's Spouse of
       the right to defer any distribution until the Participant's Accrued
       Benefit is no longer immediately distributable. Such notification shall
       include a general description of the

                                      -42-
<Page>

       material features, and an explanation of the relative values of, the
       optional forms of benefit available under Article VII of the Plan in a
       manner that would satisfy the notice requirements of Code Section
       417(a)(3), and shall be provided no less than thirty (30) days and no
       more than ninety (90) days prior to the Annuity Starting Date.
       Notwithstanding the foregoing, only the Participant need consent to the
       commencement of a distribution in the form of an Automatic Joint and
       Survivor Annuity, described in Section 6.01 of the Plan, while the
       Accrued Benefit is immediately distributable. Neither the consent of the
       Participant nor the Participant's Spouse shall be required to the extent
       that a distribution is required to satisfy Section 401(a)(9) or Section
       415 of the Code. An Accrued Benefit is "immediately distributable" if any
       part of the Accrued Benefit could be distributed to the Participant (or
       surviving Spouse) before the Participant attains (or would have attained
       if not deceased) the later of Normal Retirement Age or age sixty-two
       (62).

       Notwithstanding the foregoing, the failure of a Participant and Spouse to
       consent to a distribution while a benefit is immediately distributable
       shall be deemed to be an election to defer commencement of any benefit
       sufficient to satisfy this Section.

9.06   DISABILITY TERMINATION

       (a)    A Participant shall be eligible for a Disability Retirement as
              defined in Section 4.04 if he has incurred, through some
              unavoidable cause, a total and permanent Disability as defined in
              Article I. Disability shall be deemed to have resulted from an
              unavoidable cause unless it was contracted, suffered, or incurred
              while the Participant was engaged in a willful criminal enterprise
              or resulted from a deliberate self-inflicted injury.

       (b)    Upon a Participant's retirement under this Section 9.06, the
              Participant shall be automatically entitled to receive a monthly
              retirement benefit, commencing on the first day of the month
              following his date of Disability, and continuing on the first day
              of each month thereafter during his lifetime. Such monthly
              retirement benefit shall be equal to (i) a benefit determined in
              the same manner as the monthly retirement benefit payable upon
              retirement at the Normal Retirement Date of the Participant, with
              Average Monthly Compensation and Credited Service determined as of
              the date of his Disability Retirement but reduced using the
              factors described in Article I for Early Retirement, or (ii) if
              the Disability Retirement commences prior to January 1, 1995, $200
              multiplied by his full Years of Service, if greater than (i)
              above. Upon the election of the Participant, any pension payable
              under this Section 9.06 may be paid in an optional method of
              retirement payment as provided in Section 7.01 hereof, subject to
              the limitations

                                      -43-
<Page>

              therein for Disability Retirement and subject to the spousal
              consent provisions of Article VI.

       (c)    Benefits payable under this Section 9.06 shall be in lieu of any
              benefits payable under any other Section of this Plan; provided
              however, any loss of rights to benefits under this Section 9.06
              shall not deprive a Participant of any benefits that he might
              otherwise be entitled to receive under the Plan.

       (d)    If a Participant loses all rights to any benefits under this
              Section 9.06 because, prior to his Normal Retirement Date, his
              total and permanent Disability has ceased, and if such Participant
              resumes employment for the Employer immediately after the
              cessation of such Disability, then automatically after such
              resumption of employment he shall resume participation in the
              Plan. The benefits to which such Participant will subsequently be
              entitled, however, will be reduced by an amount which is the
              Actuarial Equivalent of any benefits the Participant has received.

                                      -44-
<Page>

                                    ARTICLE X

                                     FUNDING

10.01  CONTRIBUTIONS BY PARTICIPANTS

       No contributions by Participants will be required or permitted under the
       Plan.

10.02  CONTRIBUTIONS BY EMPLOYER

       (a)    The cost of all benefits payable under the Plan will be borne by
              the Employer. The Employer shall establish and maintain a policy
              for funding such cost so that such policy causes the Plan to be
              funded consistent with Federal law. Contributions by the Employer
              shall be paid to a Trustee or Life Insurance Company at such times
              and in such amounts as shall be determined by the Board acting
              under the advice of an actuary, who shall be an actuary enrolled
              by the United States Government in accordance with Subtitle C of
              Title III of the Employee Retirement Income Security Act of 1974,
              as amended. All contributions shall be irrevocable and may be used
              only for the benefit of the Participants and their Contingent
              Annuitants, Spouses and/or Beneficiaries. The actuarial
              liabilities for benefits under the Plan that may be forfeited in
              the. event of severance of employment, death, or for any other
              reason, shall be used in the determination of Employer
              Contributions made immediately following such forfeiture to effect
              a reduction in such contributions and shall in no event be applied
              to increase any of the benefits under the Plan.

       (b)    In addition to its contributions, the Employer may elect to pay
              all the administrative expenses of the Plan and all fees and
              retainers of the Plan's Trustee, actuary, accountant, counsel,
              consultant, administrator, or other specialist so long as the Plan
              or Trust Fund remains in effect. If the Employer does not pay all
              or part of such expenses, the Trustee shall pay these expenses
              from the Trust Fund. All expenses directly relating to the
              investments of the Trust Fund, including taxes, brokerage
              commissions, and registration charges must be paid from the Trust
              Fund.

10.03  FUND

       The Employer, in order to establish a fund for payment .of benefits under
       the Plan, has entered into a Trust Agreement with the Trustee, whereby
       the contributions are held, invested and applied to the payment of
       benefits hereunder. The Trust Agreement shall contain such powers and
       reservations as to investments, reinvestment, control and

                                      -45-
<Page>

       disbursements of the funds, and such other provisions consistent with the
       provisions of the Plan and its nature and purposes as shall be agreed
       upon and set forth therein. The Trustee shall, in accordance with the
       terms of such agreement, accept and receive all sums of money paid to it
       from time to time by the Employer and shall hold, invest, reinvest,
       manage and administer such moneys and the increment, increase, earnings
       and income thereof as a fund for the exclusive benefit of the
       Participants and their Contingent Annuitants, Spouses and/or
       Beneficiaries. In no event shall it be possible at any time prior to the
       satisfaction of all liabilities, fixed or contingent, under the Plan for
       any part of the assets of the Trust Fund, whether principal or income, to
       be used for, or diverted to, purposes other than those stated herein. The
       Trustee shall not have the power to inquire into the correctness of the
       amounts tendered to it as required by the Plan, nor to enforce the
       payment of any contributions hereunder.

                                      -46-
<Page>

                                   ARTICLE XI

                                 ADMINISTRATION

11.01  ASSIGNMENT OF ADMINISTRATIVE AUTHORITY

       The Board shall appoint a Committee the members of which shall be
       officers or other Employees, or any other individuals, who shall be
       appointed by and serve at the pleasure of the Board. A member may resign,
       by written resignation to the Board and Committee. Vacancies arising by
       virtue of resignation, death or otherwise, shall be filled by the Board.
       The members of the Committee shall exercise their duties on the Committee
       as fiduciaries, having due regard for the standards that a prudent man
       would exercise under similar circumstances. No member shall participate
       in the discussion or vote on any matter regarding his own benefit.

11.02  ORGANIZATION AND OPERATION OF COMMITTEE

       The Committee shall hold meetings upon such notice, at such place or
       places and at such time or times, as the Committee may, from time to
       time, determine. The Committee shall act by a majority of its members at
       the time in office, and such action may be taken either by a vote at a
       meeting or in writing without a meeting. The Committee may authorize any
       one or more of its members to execute any document or documents on behalf
       of the Committee, in which event the Committee shall notify the Trustee
       in writing of such action and the name or names of its member or members
       so designated. Committee directions to the Trustee must be performed in a
       manner consistent with the terms of the applicable Trust Agreement. The
       Committee may adopt such bylaws and regulations as it deems desirable for
       the conduct of its affairs. It may appoint such agents who need not be
       members of the Committee, as it may deem necessary for the effective
       performance of it's duties, and may delegate to such agents such powers
       and duties, whether ministerial or discretionary, as the Committee may
       deem expedient or appropriate. The compensation of such agents shall be
       fixed by the Committee within limits set by the Board. Any delegates
       appointed by the Committee pursuant to this Section 11.02 shall enjoy and
       be bound by the same powers and duties accorded to the Committee by
       Section 11.03.

11.03  POWERS AND DUTIES

       The Committee shall administer the Plan in accordance with its terms and
       pursuant to uniform rules of procedure; it shall have full discretionary
       authority and responsibility for administration of the Plan. The
       Committee shall interpret the Plan and shall determine eligibility to
       participate and, all questions arising in the administration,
       interpretation, and application of the Plan. All disbursements of
       benefits under the Plan by the Trustee shall

                                      -47-
<Page>

       be made upon, and in accordance with, the written instructions of the
       Committee. The decisions by the Committee upon all matters within the
       scope of its authority shall be conclusive and binding on all persons.

11.04  RECORDS AND REPORTS OF COMMITTEE

       The Committee shall keep a record of all its proceedings and acts, and
       shall keep all such books of account, records, and other data as may be
       necessary for proper administration of the Plan. The Committee shall
       notify the Board of any action taken by the Committee and, when required,
       shall notify any other interested person or persons.

11.05  PAYMENT OF EXPENSES

       The members of the Committee shall serve without compensation for
       services as such, but the Employer shall pay or reimburse the Committee
       for all expenses reasonably incurred by the Committee, including the
       compensation of its agents.

11.06  DETERMINATION OF BENEFITS

       (a)    The Committee shall establish rules and procedures to . be
              followed by the Participants, Spouses and Contingent Annuitants,
              in filing applications for benefits and for furnishing and
              verifying proofs necessary to establish age, Service, Credited
              Service, Average Monthly Compensation, and any other matters
              required in order to establish the right to benefits in accordance
              with the Plan.

       (b)    The Committee shall receive all applications for benefits. Upon
              receipt by the Committee of such an application, it shall
              determine all facts which are necessary to establish the right of
              the applicant to benefits under the provisions of the Plan and the
              amount thereof as herein provided. Upon request, the Committee
              will afford any applicant the right of a hearing with respect to
              any finding of fact or determination.

       (c)    To enable the Committee to perform its functions, the Employer
              shall supply full and timely information to the Committee of all
              matters relating to the retirement, death or other cause for
              termination of employment of all Participants and such other
              pertinent facts as the Committee may require; and the Committee
              shall advise the Trustee of such of the foregoing facts as may be
              pertinent to the Trustee's administration of the Fund.

                                      -48-
<Page>

11.07  ADDITIONAL COMMITTEE DUTIES

       The Committee shall prepare and distribute to the Participants, at the
       expense of the Employer, and in such a manner as it shall deem
       appropriate, information concerning the Plan.

11.08  RELIANCE ON REPORTS

       Members of the Committee and the Employer shall be entitled to rely upon
       all tables, valuations, certificates and reports furnished by any actuary
       designated by the Board, upon all certificates and reports made by an
       accountant selected or approved by the Board, upon all opinions by any
       counsel selected or approved by the Committee and upon all opinions by
       any counsel selected or approved by the Board, and the members of the
       Committee and the Employer and its, officers and the Trustee shall be
       fully protected in respect to any action taken or suffered in good faith
       reliance upon the advice or opinion of any such actuary, accountant,
       physician or counsel, provided such actuary, accountant, physician or
       counsel was selected in a prudent manner, and all action so taken or
       suffered shall be conclusive upon each of them and upon all Participants,
       Contingent Annuitants, Spouses and/or Beneficiaries.

11.09  LIABILITY AND INDEMNIFICATION

       The members of the Committee shall act as fiduciaries with respect to all
       of the provisions of the Plan, except with regard to the holding,
       investing, reinvesting and managing the assets of the Fund, and shall act
       with respect to all matters within their scope of authority as prudent
       men would act under like circumstances. The Trustee designated hereof
       shall be a fiduciary or fiduciaries solely with regard to the holding,
       investing, reinvesting and managing of the assets of the Fund.
       Nevertheless, the Employer shall indemnify the members of the Committee
       with regard to any expense the Trustee may incur in defending a suit
       arising out of the performance of the duties imposed upon them by this
       Plan or any liability that may arise with respect to the payment of any
       judgment or settlement arising from any responsibility imposed by this
       Plan, except' for any willful misconduct or any act done in bad faith.
       The Employer shall also indemnify any member of the Board and any other
       Employee of the Employer with regard to any expense they may incur in
       defending a suit arising out of the performance of the duties imposed
       upon them by this Plan or any liability that may arise with respect to
       the payment of any judgment or settlement from any responsibility imposed
       by this Plan, except for any willful misconduct or any act done in bad
       faith.

                                      -49-
<Page>

11.10  LIMITATION OF POWERS OF COMMITTEE

       The Committee shall have no power in any way to modify, alter, add to or
       subtract from any provision of the Plan without formal Plan amendment.
       Further, actions taken or instructions given by the Committee shall be
       uniform in their nature and applicable to all Participants in a
       non-discriminatory manner.

11.11  CLAIM PROCEDURE FOR BENEFITS

       (a)    Any application for benefits or request for specific information
              with respect to benefits under the Plan, must be made to the
              Committee in writing by a Participant or his Beneficiary. Oral
              communications will not be recognized as a formal request or claim
              for benefits.

       (b)    The Committee shall provide adequate notice in writing to any
              Participant or Beneficiary whose claim for benefits under the Plan
              has been denied (i) setting forth the specific `reasons for such
              denial, specific references to pertinent plan provisions, a
              description of any material and information which had been
              requested but not received by the Committee, and (ii) advising
              such Participant or Beneficiary that any appeal of such adverse
              determination must be in writing to the Committee, within such
              period of time designated by the Committee but, until changed, not
              more than sixty (60) days after receipt of such notification, and
              must include a full description of the pertinent issues and basis
              of claim.

       (c)    If the Participant or Beneficiary fails to appeal such action to
              the Committee in writing within the prescribed period of time, the
              Committee's adverse determination shall be final.

       (d)    If an appeal is filed with the Committee, the Participant or
              Beneficiary shall submit such issues he. feels are pertinent and
              the Committee shall re-examine all facts, make a final
              determination as to whether the denial of benefits is justified
              under the circumstances, and advise the Participant or Beneficiary
              in writing of its decision and the specific reasons on which such
              decision was based, within sixty (60) days of receipt of such
              written request, unless special circumstances require a reasonable
              extension of such 60-day period.

                                      -50-
<Page>

                                   ARTICLE XII

                      AMENDMENT AND TERMINATION OF THE PLAN

12.01  AMENDMENT OF PLAN

(a)    The Employer shall, by written resolution of the Board, have the right at
       any time, and from time to time, to amend, in whole or in part, any or
       all of the provisions of the Plan. However, no such amendment shall
       authorize or permit any part of the Fund (other than such part as is
       required to pay taxes and administration expenses) to be used or diverted
       to purposes other than for the exclusive benefit of the Participants or
       their Contingent Annuitants, Spouses or Beneficiaries; no such amendment
       shall cause any reduction in the amount of benefits which at the time of
       such amendment shall have accrued for the Participants or their
       Contingent Annuitants, Spouses or Beneficiaries, or cause or permit any
       portion of the Fund to revert to or become property of the Employer,
       except as provided in Section 12.02 hereof in the event of the
       termination of the Plan; and no such amendment which affects the rights,
       duties or responsibilities of a Trustee may be made without the affected
       party's written consent. No such amendment shall have retroactive effect
       except that an amendment adopted during a Plan Year, or within two and
       one-half (2-1/2) months after the close of the Plan Year, which does not
       reduce the Accrued Benefit of any Participant may be made effective
       retroactively, but in no event shall the retroactive date of the effect
       of such amendment be earlier than the first day of the Plan Year.

(b)    Furthermore, no amendment shall be made to the vesting provisions of
       Article IX of the Plan which has the effect of reducing the
       nonforfeitable benefit to which the Participant would have been entitled
       to in accordance with the provisions of Article IX if he had terminated
       his employment with the Employer on the date on which such amendment is
       to be effective, nor shall any amendment affecting the vesting provisions
       in Article IX of the Plan be made unless any Participant who has
       completed three (3) Years of Service on the date on which such amendment
       is to be effective, is allowed to elect to have this nonforfeitable
       percentage computed under the prior vesting schedule. For Participants
       who do not have one (1) Hour of Service in any Plan Year beginning after
       December 31, 1988, the preceding sentence shall be applied by
       substituting "five (5)" for "three (3)" Years of Service.

       The period during which the election may be made shall commence with the
       date the amendment is adopted or deemed to be made and shall end on the
       latest of:

       (i)    sixty (60) days after the amendment is adopted;

                                      -51-
<Page>

       (ii)   sixty (60) days after the amendment becomes effective; or

       (iii)  sixty (60) days after the Participant is issued written notice of
              the amendment by the Committee.

       (c)    Any amendment to the Plan shall become effective upon execution of
              an appropriate written instrument, undertaken pursuant to
              authorization by the Board, except that for the purposes of this
              Section 12.01, should the top heavy provisions of Section 15.01
              become operative, the vesting schedule in Section 9.02 shall be
              deemed to have been amended.

12.02  TERMINATION OF PLAN

       (a)    The Trust established under Article X hereof, shall be an
              irrevocable Trust and the Employer expects to continue the Plan
              indefinitely. However, necessarily, the Employer by action of the
              Board reserves the right to terminate the Plan at any time: If the
              Employer terminates the Plan, or it is otherwise terminated, the
              Trustee shall continue to administer the Fund in accordance with
              the provisions hereof. Under no conditions, however, will any
              portion of the Fund at any time revert to or become the property
              of the Employer except as provided in Subsection (e) of this
              Section 12.02. Upon termination or partial termination of the
              Plan, the rights of each Participant involved in such termination
              to benefits accrued to the date of such termination or partial
              termination are nonforfeitable.

       (b)    However, any termination (other than a partial termination or an
              involuntary termination pursuant to Section 4042 of ERISA) must
              satisfy the requirements and follow the procedures outlined herein
              and in Section 4041 of ERISA for a Standard Termination or a
              Distress Termination. Upon any termination (full or partial), all
              amounts shall be allocated in accordance with the provisions
              hereof and the Accrued Benefit, to the extent funded as of such
              date, of .each affected Participant shall become fully vested and
              shall not thereafter be subject to forfeiture.

       (c)    STANDARD TERMINATION PROCEDURE

              (i)    The Administrator shall first notify all "affected parties"
                     (as defined in Section 4001(a)(21) of ERISA) of the
                     Employer's intention to terminate the Plan and the proposed
                     date of termination. Such termination notice must be
                     provided at least sixty (60) days prior to the proposed
                     termination date. However, in the case of a standard
                     termination, it shall not be necessary to provide such
                     notice to the Pension Benefit Guaranty

                                      -52-
<Page>

                     Corporation (PBGC). As soon as practicable after the
                     termination notice is given, the Administrator shall
                     provide a follow-up notice to the PBGC setting forth the
                     following:

                     (A)    a certification of an enrolled actuary of the
                            projected amount of the assets of the Plan as of the
                            proposed date of final distribution of assets, the
                            actuarial present value of the "benefit liabilities"
                            (as defined in Section 4001(a)(16) of ERISA) under
                            the Plan as of the proposed termination date, and
                            confirmation that the Plan is projected to be
                            sufficient for such "benefit liabilities" as of the
                            proposed date of final distribution;

                     (B)    a certification by the Administrator that the
                            information provided to the PBGC and upon which the
                            enrolled actuary based his certification is accurate
                            and complete; and

                     (C)    such other information as the PBGC may prescribe by
                            regulation. The certification of the enrolled
                            actuary and of the Administrator shall not be
                            applicable in the case of a plan funded exclusively
                            by individual insurance contracts.

              (ii)   No later than the date on which the follow-up notice is
                     sent to the PBGC, the Administrator shall provide all
                     Participants and Beneficiaries under the Plan with an
                     explanatory statement specifying each such person's
                     "benefit liabilities", the benefit form on the basis of
                     which such amount is determined, and any additional
                     information used in determining "benefit liabilities" that
                     may be required pursuant to regulations promulgated by the
                     PBGC.

              (iii)  A standard termination may only take place if at the time
                     the final distribution of assets occurs, the Plan is
                     sufficient to meet all "benefit liabilities" determined as
                     of the termination date.

       (d)    Upon termination of the Plan, benefits of missing Participants
              shall be treated in accordance with Section 4050 of ERISA.

                                      -53-
<Page>

12.03  LIMIT FOR 25 HIGHEST PAID EMPLOYEES

       (a)    In years beginning on or after January 1, 1992 and in the event of
              Plan termination, the benefit of any Highly Compensated active or
              former Employee is limited to a benefit that is nondiscriminatory
              under Section 401(a)(4).

              For Plan Years beginning on or after January 1, 1992, benefits
              distributed to any of the twenty-five (25) most Highly Compensated
              active and former Highly Compensated Employees are restricted such
              that the annual payments are no greater than an amount equal to
              the payment that would be made on behalf of the Employee under a
              single life annuity that is the Actuarial Equivalent of the sum of
              the Employee's Accrued Benefit and the Employee's other benefits
              under the Plan.

              The preceding paragraph shall not apply if:

              (i)    after payment of the benefit to an Employee described in
                     the preceding paragraph, the value of plan assets equals or
                     exceeds one hundred ten percent (110%) of the value of
                     current liabilities, as defined in Code Section 412(1)(7),
                     or

              (ii)   the value of the benefits for an Employee described above
                     is less than one percent (1%) of the value of current
                     liabilities.

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

       (b)    Notwithstanding the otherwise applicable restrictions on
              distributions of benefits incident to early Plan termination, a
              Participant's otherwise restricted benefit may be distributed in
              full upon depositing with an acceptable depository property having
              a fair market value equal to one hundred twenty-five percent
              (125%) of the amount which would be repayable had the Plan
              terminated on the date of the lump sum distribution. If the market
              value of the property held by the depository falls below one
              hundred ten percent (110%) of the amount which would be repayable
              if the Plan were then to terminate, additional property necessary
              to bring the value of the property held by the depository up to
              one hundred twenty-five percent (125%) of such amount will be
              deposited.

                                      -54-
<Page>

                                  ARTICLE XIII

                             PARTICIPATING COMPANIES

13.01  ADOPTION BY OTHER ENTITIES

       Any corporation or other business entity may, by resolution of its own
       governing body, and with the written approval of the Board, adopt the
       Plan and thereby become an Employer. Notwithstanding the adoption of the
       Plan by other entities, the Plan will be administered as a single plan
       and all Plan assets will be available to pay benefits to all Participants
       under the Plan.

13.02  ACTUARIAL VALUATION

       The Committee shall have the Plan's actuary make an annual actuarial
       valuation with respect to the Plan to determine the contribution as
       required in accordance with Article X.

13.03  RIGHT TO WITHDRAW (PLAN SPINOFF)

       Each Employer having adopted the Plan shall have the right as of the last
       day of any month to withdraw from `the Plan and/or Trust Agreement by
       delivering to the Board, the Committee and the Trustee written
       notification from its own governing body of such action and setting forth
       the date as of which the withdrawal shall be effective.

                                      -55-
<Page>

                                   ARTICLE XIV

                                  MISCELLANEOUS

14.01  HEADINGS AND SUBHEADINGS

       The headings and subheadings in the Plan have been inserted for
       convenience of reference only and are to be ignored in any construction
       of the provisions hereof.

14.02  GENDER AND NUMBER

       Wherever any words are used herein in the masculine gender they shall be
       construed as though they were also used in the feminine gender in all
       cases where they would so apply, and wherever any words are used herein
       in the singular form they shall be construed as though they were also
       used in the plural form in all cases where they would so apply.

14.03  PARTICIPANTS' RIGHTS: ACQUITTANCE

       Neither the establishment of the Plan, nor any modification thereof, nor
       the creation of the Fund, nor the payment of any benefits, shall be
       construed as giving to a Participant or other person any legal or
       equitable right against the Employer, or any officer or Employee thereof,
       or a Trustee, or the Committee, except as herein provided. Under no
       circumstances shall the terms of employment of a Participant be modified
       or in any way affected hereby.

14.04  RECEIPT OR RELEASE

       Any payment to a Participant, Contingent Annuitant, Spouse or Beneficiary
       or to their legal representatives, in accordance with the provisions of
       the Plan, shall to the extent thereof be in full satisfaction of all
       claims hereunder against the Trustee, the Committee and the Employer, any
       of whom may require such Participant, Contingent Annuitant, Spouse,
       Beneficiary, or legal representative, as a condition precedent to such
       payment, to execute a receipt and release therefor in such form as shall
       be determined by a Trustee, the Committee or the Employer as the case may
       be.

14.05  SPENDTHRIFT CLAUSE

       Except insofar as may be contrary to any applicable law, no payment of
       any benefit under the Plan shall be assignable and no such payment or
       contribution shall be subject to the claims of any creditor. The
       preceding sentence shall not apply to the creation, assignment

                                      -56-
<Page>

       or recognition of a right to any benefit payable with respect to a
       Participant, pursuant to a qualified domestic relations order as defined
       in Section 414(p) of the Code, or any domestic relations order entered
       before January 1, 1985. In any event, benefits shall be paid from the
       Plan in accordance with the applicable requirements of such qualified
       domestic relations order. The Committee shall set forth in writing,
       reasonable procedures for determining the qualified status of a `domestic
       relations order and for administering distributions under such qualified
       order.

14.06  PAYMENTS TO LEGALLY INCOMPETENT

       If any Participant, Contingent Annuitant, Spouse or Beneficiary is a
       minor or is, in the judgment of the Committee, otherwise legally
       incapable of personally receiving and giving a valid receipt for any
       payment due him under the Plan, the Committee may, unless and until claim
       shall have been made by a duly appointed guardian or committee of such
       person, make such payment or any part thereof to such person's Spouse,
       child, parent, brother or sister or other person deemed by the Committee
       to have incurred expense for or assumed responsibility for the expenses
       of such person. Any payment so made shall be a complete discharge of any
       liability under the Plan for such payment.

14.07  DELEGATION OF AUTHORITY BY THE BOARD

       Whenever the Employer, under the terms of the Plan, is permitted or
       required to do or perform any act or matter or thing, it shall be done
       and performed by any person thereunto duly authorized by the Board.

14.08  DISTRIBUTION OF BENEFITS UNDER PLAN

       No benefits shall be distributed under the Plan except (a) in the event
       of the retirement of a Participant as provided in Article IV hereof, (b)
       in the event of death, disability, or other termination of employment of
       a Participant before retirement for any cause as provided in Article VI
       and Article IX hereof, or (c) in the event that a court of competent
       jurisdiction compels payment of benefits from this Plan pursuant to an
       order which the Committee determines to be a qualified domestic relations
       order, as described in Code Section 414(p). The Committee shall establish
       rules to determine whether a court order is a qualified domestic
       relations order.

14.09  DIVESTMENT OF BENEFITS

       No payment of benefits provided under the Plan shall be forfeited, when
       due, because of any action of a Participant or his Contingent Annuitant,
       Spouse or Beneficiary, except for the lack of fulfillment of any
       requirement under any of the terms of the Plan for the

                                      -57-
<Page>

       completion of any specified period of Service, Credited Service or the
       attainment of any specified age, for qualification for such benefits.

14.10  CONSTRUCTION OF PLAN

       The Plan shall be governed and construed under the laws of the State of
       New York to the extent not preempted by ERISA.

14.11  EXECUTION OF PLAN

       The Plan may be executed in any number of counterparts, each of which may
       be deemed the original although the others shall not be produced.

14.12  DEDUCTIBILITY OF CONTRIBUTIONS

       Each Employer Contribution is specifically conditioned on the
       deductibility of the contribution under Code Section 404, and to the
       extent such contribution, or any part thereof, is disallowed, the
       contribution, or any part thereof that is disallowed, shall be returned
       to the Employer within one year after the date of disallowance.

14.13  LOST BENEFICIARY OR PARTICIPANT

       If a benefit is forfeited because the Participant, Spouse, Contingent
       Annuitant or Beneficiary cannot be found, such benefit will be reinstated
       if a claim is made by the Participant, Spouse, Contingent Annuitant or
       Beneficiary. In the event that any check or final notice of payment of
       benefits under the Plan remains outstanding at the expiration of six
       months from the date of mailing of such check or notice to the last known
       address of the payee, the Committee shall notify the Trustee to stop
       payment on all outstanding checks `and to suspend the issuance of further
       checks or notice, if any, to such payee. If, during the three-year period
       (or such other period as specified in the Trust Agreement) from the date
       of mailing of the first such check or of notice that a benefit is due
       under the Plan, the Committee cannot establish contact with the payee by
       taking such action as it deems appropriate and the payee does not make
       contact with the Committee, any benefits to which such payee is entitled
       shall be forfeited. Any benefit so forfeited shall be restored if a claim
       is made for the unpaid benefit at any subsequent date and the Plan has
       not been terminated as of such date. Contributions required to be made in
       accordance with Article X shall reflect such forfeitures and restoration
       in the same manner as expense gains and losses are reflected in the
       funding method used by the Plan.

                                      -58-
<Page>

14.14  DUPLICATION OF BENEFITS

       (a)    If a Participant is entitled to any retirement income or other
              benefits attributable to Employer Contributions from any other
              qualified defined benefit retirement plan or annuity maintained by
              the Employer, the benefits to which such Participant may be
              entitled under this Plan shall be reduced by an amount equal to
              such other retirement income or benefits, to the extent such
              benefits are attributable to concurrent periods of employment.

       (b)    In the determination of any benefit to which a Participant or
              Beneficiary will be entitled under the Plan, adjustments shall be
              made to reflect any amounts previously distributed under the Plan
              and to reflect any amounts required to be paid to the
              Participant's Spouse or former Spouse under any law or qualified
              domestic relations order as described in Code Section 414(p).

14.15  MERGER OR CONSOLIDATION

       The Plan may be merged or consolidated with, or its assets or liabilities
       transferred in whole or in part to, another Plan which meets the
       requirements of Sections 401(a) and 501(a) of the Code only if each
       Participant would, if either the Plan or the other plan terminated
       immediately after the merger, consolidation or transfer, then receive a
       benefit which is equal to or greater than the benefit he would have been
       entitled to receive immediately before the merger, consolidation or
       transfer if the Plan then terminated.

14.16  RETURN OF CONTRIBUTIONS AS A RESULT OF MISTAKE OF FACT

       Notwithstanding any other provision to the contrary the general
       prohibition against diversion of plan assets does not preclude the return
       of contributions made by an Employer to the Plan if the contribution was
       made by reason of a mistake of fact and the return to the Employer of the
       amount involved is made within one year of the mistaken payment of the
       contribution.

14.17  DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS

       (a)    With respect to distributions made on and after January 1, 1993, a
              Distributee may elect, at the time and in the manner prescribed by
              the Committee, to have any portion of an Eligible Rollover
              Distribution paid, in a direct rollover, directly to an Eligible'
              Retirement Plan specified by the Distributee, subject to the
              limitations and exceptions granted in proposed and temporary
              regulations issued under Section 401(a)(31) of the Code and other
              guidance issued for reliance by the Internal Revenue Service.

                                      -59-
<Page>

              The Committee, in establishing administrative procedures and plan
              distribution rules, shall comply with the provisions of Section
              401(a)(31) of the Code and proposed and temporary as well as any
              future final regulations thereunder, including any guidance issued
              for reliance by the Internal Revenue Service.

       (b)    DEFINITIONS.

              (i)    ELIGIBLE ROLLOVER DISTRIBUTION: An Eligible Rollover
                     Distribution is any distribution of all or any portion of
                     the balance to the credit of the Distributee, except that
                     an Eligible Rollover Distribution does not include: any
                     distribution that is one of a series of substantially equal
                     periodic payments (not less frequently than annually) made
                     for the life (or life expectancy) of the Distributee or the
                     joint lives (or joint life expectancies) of the Distributee
                     and the Distributee's designated Beneficiary, or for a
                     specified period of ten years or more; any distribution to
                     the extent such distribution is required under Section
                     401(a)(9) of the Code; effective January 1, 1999, any
                     hardship distribution described in Section
                     401(k)(2)(B)(i)(IV) of the Code and the portion of any
                     distribution that is not includible in gross income
                     (determined without regard to the exclusion for net
                     unrealized appreciation with respect to employer
                     securities).

              (ii)   ELIGIBLE RETIREMENT PLAN: An Eligible Retirement Plan is an
                     individual retirement account described in Section 408(a)
                     of the Code, an individual retirement annuity described in
                     Section 408(b) of the Code, an annuity plan described in
                     Section 403(a) of the Code, or a qualified trust described
                     in Section 401(a) of the Code, that accepts the
                     Distributee's Eligible Rollover Distribution. However, in
                     the case of an Eligible Rollover Distribution to the
                     surviving Spouse, an Eligible Retirement Plan is an
                     individual retirement account or individual retirement
                     annuity.

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

              (iv)   DIRECT ROLLOVER: A Direct Rollover is a payment by the Plan
                     to the Eligible Retirement Plan specified by the
                     Distributee.

                                      -60-
<Page>

14.18  QUALIFIED DOMESTIC RELATIONS ORDERS

       (a)    Qualified Domestic Relations Order

              (i)    A Qualified Domestic Relations Order (hereinafter referred
                     to as "QDRO") is a Domestic Relations Order which creates
                     or recognizes the existence of an Alternate Payee's right
                     to, or assigns to an Alternate Payee the right to, receive
                     all or a portion of the benefits payable with respect to a
                     Participant under the Plan, and which the Committee has
                     determined meets the requirements of Paragraphs (ii) and
                     (iii).

              (ii)   A Domestic Relations Order meets the requirements of a QDRO
                     only if the order clearly specifies

                     (A)    the name and the last known mailing address (if any)
                            of the Participant and the name and mailing address
                            of each Alternate Payee covered by the order;

                     (B)    the amount or percentage of the Participant's
                            benefits to be paid by the Plan to each such
                            Alternate Payee, or the manner in which such amount
                            or percentage is to be determined;

                     (C)    the number of payments or period to which such order
                            applies; and

                     (D)    that the order applies to this Plan.

              (iii)  A Domestic Relations Order meets the requirements of a QDRO
                     only if the order

                     (A)    does not require the Plan to provide any type or
                            form of benefits, or any option, not otherwise
                            provided under the Plan;

                     (B)    does not require the Plan to provide increased
                            benefits (determined on the basis of actuarial
                            value); and

                     (C)    does not require the payment of benefits to an
                            Alternate Payee which are required to be paid to
                            another Alternate Payee under another Domestic
                            Relations Order previously determined to be a QDRO.

                                      -61-
<Page>

              (iv)   In the case of any payment before a Participant has
                     separated from service, a QDRO shall not be treated as
                     failing to meet the requirements of Paragraph (iii)(A)
                     above solely because the order requires the payment of
                     benefits to an Alternate Payee

                     (A)    on or after the date on which the Participant
                            attains(or would have attained) the Earliest
                            Retirement Age;

                     (B)    as if the Participant had retired on the date such
                            payment is to begin under such order; and

                     (C)    in any form in which such benefits may be paid under
                            the Plan to the Participant (other than in the form
                            of a joint and survivor annuity with respect to the
                            Alternate Payee and his or her subsequent spouse).

              (v)    For purposes of Paragraph (iv), Earliest Retirement Age
                     means the earlier of

                     (A)    the date on which the Participant is entitled to a
                            distribution under the Plan; or

                     (B)    the later of (1) the date the Participant attains
                            age 50 or (2) the earliest date on which the
                            Participant could begin receiving benefits under the
                            Plan if such Participant separated from service.

                     Notwithstanding any provisions of the Plan to the contrary,
                     for purposes of Subparagraph (A) above, a distribution to
                     an Alternate Payee may be made prior to the date on which
                     the Participant is entitled to a distribution under Section
                     4.03 if requested by the Alternate Payee to the extent such
                     distribution is permitted under the QDRO. Nothing in this
                     provision shall permit the Participant to receive a
                     distribution at a date otherwise not permitted under
                     Section 4.03 nor shall it permit the Alternate Payee to
                     receive a form of payment not permitted in Section 7.01.

       (b)    PROCEDURES

              Upon receipt of a Domestic Relations Order, the Committee shall
              take, or cause to be taken, the following actions:

                                      -62-
<Page>

              (i)    The Committee shall promptly notify the Participant, each
                     Alternate Payee covered by the order and each
                     representative for these parties of the receipt of the
                     Domestic Relations Order. Such notice shall include a copy
                     of the order and these QDRO Procedures for determining
                     whether such order is a QDRO.

              (ii)   Once a Domestic Relations Order has been received no
                     distributions will be made from the Plan to the Participant
                     upon a subsequent termination until after the payment to
                     the Alternate Payee has been determined, unless the
                     Committee determines the order not to be a QDRO.

              (iii)  Within a reasonable period after receipt of a Domestic
                     Relations Order, the Committee shall determine whether it
                     is a QDRO and shall notify the parties indicated in
                     Paragraph (i) of such determination. Such notice shall
                     indicate whether the benefits payable to the Alternate
                     Payee in accordance with the QDRO are subject to a
                     previously existing QDRO.

              (iv)   Pending the Committee's determination of whether a Domestic
                     Relations Order is a QDRO, if payments are due to be paid
                     to the Participant, the Committee shall withhold payment
                     and separately account for the amounts otherwise payable to
                     the Alternate Payee during such period if the order is
                     subsequently determined to be a QDRO (hereinafter referred
                     to as the "segregated amounts"). If, within the 18-month
                     period beginning with the date the first payment would have
                     been required to be made under the Domestic Relations
                     Order, the Committee determines the order to be a QDRO, the
                     Committee shall pay the segregated amounts, including any
                     interest thereon, to the person or persons entitled
                     thereto. If, within such 18-month period, the Committee
                     determines an order is not a QDRO or the Committee fails to
                     reach a decision, the Committee shall pay the segregated
                     amounts to the Participant. If, after the 18-month period,
                     the Committee subsequently determines that the order is a
                     QDRO, the Committee shall pay benefits subsequent to such
                     determination in accordance with the order. If action is
                     taken in accordance with this Subsection (b), the Plan's
                     obligation to the Participant and each Alternate Payee
                     shall be discharged to the extent of any payment made
                     pursuant to the QDRO.

              (v)    In determining the segregated amounts in accordance with
                     Paragraph (iv), the Participant's vested interest shall be
                     prorated between the Participant and Alternate Payee and
                     the entire amount of any nonvested interest will be
                     credited to the Participant and not taken into
                     consideration in making

                                      -63-
<Page>

                     such determination. Any future accruals will be credited to
                     the Participant and not the Alternate Payee.

              (vi)   Upon a determination by the Committee that a Domestic
                     Relations Order is a QDRO, the Committee shall arrange for
                     benefits to be paid to the Alternate Payee in accordance
                     with such order and Sections 4.03 and 7.01 as if the
                     Participant had terminated employment at such time.

              (vii)  If benefits are not immediately distributable to the
                     Alternate Payee, such amount shall be separately accounted
                     for until such time as the distribution is made.

              (viii) The Alternate Payee shall be treated as a Beneficiary for
                     all purposes of the Plan. The foregoing provisions are
                     effective for QDROs entered into on or after January 1,
                     1985, except that, in the case of a Domestic Relations
                     Order entered into before January 1, 1985, the Committee
                     (i) may treat such order as a QDRO even though such order
                     fails to meet the requirements of Subsections (a)(ii) and
                     (iii) above, and (ii) must treat such order as a QDRO if
                     benefits were being paid pursuant to such order on
                     January 1, 1985.

                                      -64-
<Page>

                                   ARTICLE XV

                              TOP-HEAVY PROVISIONS

15.01  GENERAL PROVISIONS

       For any Plan Year for which this Plan is a "top-heavy plan" or a "super
       top-heavy plan" as defined in Section 15.07 below, and any other
       provisions of this Plan to the contrary notwithstanding, this Plan shall
       be subject to:

       (a)    The vesting provisions of Section 15.02,

       (b)    The minimum benefit provisions of Section 15.03,

       (c)    The limitation on Compensation set by Section 15.04, and

       (d)    The limitation on benefits set by Section 15.05.

15.02  MINIMUM VESTING

       Each Participant who has completed the number of Years of Service
       specified in the following table shall have a nonforfeitable right to the
       percentage of the benefit accrued under this Plan correspondingly
       specified in the following table:

<Table>
<Caption>
                                Percentage of
            Years              Nonforfeitable
         of Service                Benefit
         ----------            --------------
          <S>                        <C>
              2                       20
              3                       40
              4                       60
          5 or more                  100
</Table>

15.03  MINIMUM BENEFITS

       Each Participant who is a Non-Key Employee shall be entitled to an
       Accrued Benefit in the form of an annual benefit, payable as a single
       life annuity (with no ancillary benefits) beginning at the Participant's
       Normal Retirement Date, that shall be not less than the applicable
       percentage (as defined in paragraph (a) below) of the Participant's
       average annual Compensation for years in the testing period (as defined
       in paragraph (b) below).

                                      -65-
<Page>

(a)    "Applicable percentage" means the lesser of two percent (2%) multiplied
       by the number of Plan Years in which the Plan is top-heavy or super
       top-heavy, or twenty percent (20%).

(b)    "Testing period" means, with respect to a Participant, the period of
       consecutive Years of Service (not exceeding five (5)) during which the
       Participant had the greatest aggregate Compensation from the Employer.
       The testing period shall not include any year not included as a Year of
       Service in Article III hereof. The testing period shall also not include
       any Year of Service that ends in a Plan Year beginning before January 1,
       1984, or that begins after the close of the last Plan Year in which the
       Plan was a top-heavy plan.

       The minimum benefit under this Section 15.03 shall not take into account
       any benefits payable under the Social Security Act or any other Federal
       or state law.

15.04  LIMITS ON COMPENSATION

       For any Plan Year in which the Plan is a top-heavy plan or a super
       top-heavy plan, annual Compensation taken into account under this Article
       XV shall be Compensation as defined in Article I, `without regard to Code
       Sections 125, 402(a)(8), 402(h)(1)(B) or any Employer contributions under
       a salary reduction agreement, except those made under Code Section
       403(b).

15.05  TRANSITIONAL RULE

       (a)    Except as otherwise provided in subsection (b) and (c) of this
              Section 15.05, if for any Plan Year this Plan is a top-heavy plan,
              or a super top-heavy plan then the denominator of both the Defined
              Contribution Fraction and the Defined Benefit Fraction shall be
              calculated as set forth in Section 5.04 for the limitation year
              ending in such Plan Year by substituting "1 .0" for "1.25" in each
              place such figure appears. Furthermore, the transitional rule set
              forth in Section 5.04 shall be applied by substituting "$41,500"
              for "$51,875."

       (b)    If, but for this subsection (b), subsection (a) would begin to
              apply with respect to this Plan because it is determined to be
              top-heavy or super top-heavy, the application of subsection (a)
              shall be suspended with respect to any individual for whom there
              are no Employer contributions, forfeitures or voluntary
              nondeductible contributions allocated, or accruals for such
              individual under this Plan.

       (c)    For any Plan Year in which this Plan is a top-heavy plan, but not
              a super top-heavy plan, the provisions of Section 5.04 shall be
              applied without reference to subsection (a) above and the'
              transitional rule set forth in Section 5.04 shall be

                                      -66-
<Page>

              applied without reference to subsection (a) above, provided that
              the "applicable percentage" in paragraph (a) of Section 15.03 is
              applied by substituting "three percent (3%)" for "two percent
              (2%)" and by increasing twenty percent (20%) by one (1) percentage
              point (up to a maximum of thirty percent (30%)) for each year
              during which this subsection (c) applies.

15.06  AGGREGATION OF PLANS

       (a)    In the event that another defined benefit plan provided by the
              Employer provides benefits for Participants in this Plan, and that
              plan is required to be aggregated with this Plan, the minimum
              benefit required by Section 15.03 shall be provided by this Plan.

       (b)    "Aggregation group" means the group of plans, if any, that
              includes both the group of plans that are required to be
              aggregated and the group of plans that are permitted to be
              aggregated.

              (i)    The group of plans that are required to be aggregated (the
                     "Required Aggregation Group") includes each plan of the
                     Employer in which a Key Employee is participating, and each
                     other plan of the Employer which enables a plan in which a
                     Key Employee participates to meet the requirements of
                     either I.R.C. Section 401(a)(4) or Section 410.

              (ii)   The group of plans that are permitted to be aggregated (the
                     "Permissive Aggregation Group") includes any plan that is
                     not part of the required group and that the Committee
                     certifies as constituting a plan within the permissive
                     aggregation group. Such plan may be added to the permissive
                     aggregation group only if, after the addition, the
                     aggregation group as a whole continues to meet the
                     requirements of both Code Sections 401(a)(4) and 410.

       (c)    If any Participant is also covered by a defined contribution plan
              or plans maintained by the Employer, the minimum Accrued Benefit
              determined in accordance with subsection (a) shall be reduced by
              the amount of retirement income payable in the form of a life only
              annuity commencing on the first day of the month coincident with
              or next following the Participant's Normal Retirement Date which
              may be provided with the Participant's Account. The amount of
              retirement income available shall be determined using the
              actuarial assumptions specified in the Plan for determining the
              lump sum value of an Accrued Benefit.

                                      -67-
<Page>

       (d)    For purposes of this Section, only benefits derived from Employer
              contributions are to be taken into account to determine whether
              the minimum benefit has been satisfied.

15.07  THE-HEAVY DEFINITIONS

       (a)    TOP HEAVY PLAN

              This Plan shall be a "top-heavy plan" for any Plan Year if, as of
              the Determination Date, the present value of the cumulative
              Accrued Benefits including the value of any non-proportionally
              subsidized benefits (and excluding the value of proportionally
              subsidized benefits) under the Plan for Participants (including
              former Participants) who are Key Employees exceeds sixty percent
              (60%) of the present value of such cumulative Accrued Benefits
              under the Plan for all Participants; or if this Plan is included
              in a Required Aggregation Group which for such Plan Year is a
              top-heavy group. In determining whether this Plan constitutes a
              top-heavy plan, the Committee shall make the following adjustments
              in connection therewith:

              (i)    In determining the present value of the cumulative Accrued
                     Benefit of any Participant, such present value shall
                     include the amount in dollar value of the aggregate
                     distributions made to such Participant under the applicable
                     plan during the five (5) year period ending on the
                     Determination Date. The preceding sentence shall also apply
                     to distributions made on account of death to the extent
                     such benefits do not exceed the present value of Accrued
                     Benefits existing immediately prior to death, as well as
                     distributions under a terminated plan which if it had not
                     been terminated would have been required to be included in
                     an Aggregation Group.

              (ii)   Further, in making any determination whether the Plan is
                     top-heavy or the Aggregation Group of which it is a part is
                     a top-heavy group, such present value shall not include any
                     unrelated rollover contribution (or similar transfer) which
                     is both initiated by the Participant and made to the Plan
                     after December 31, 1983 from a plan maintained by another
                     Employer.

              (iii)  Further, in making such determination, in any case where an
                     individual is a Non-Key Employee with respect to an
                     applicable plan but was a Key Employee with respect to such
                     plan for any prior Plan Year, any Accrued Benefit of such
                     Participant shall be altogether disregarded. For this
                     purpose, to the extent that a Key Employee is deemed to be
                     a Key Employee if he or she met the definition of Key
                     Employee within any of

                                      -68-
<Page>

                     the four (4) preceding Plan Years, this provision shall
                     apply following the end of such period of time.

              (iv)   Further, in making such determination for Plan Years
                     beginning after December 31, 1984, the present value of the
                     Accrued Benefit or account of any Participant who has not
                     received any Compensation from the Employer during the five
                     (5) year period ending on the Determination Date, shall be
                     disregarded.

              (v)    For purposes of determining whether the Plan is top heavy,
                     a Participant's Accrued Benefit will be determined under a
                     uniform accrual method which applies in all defined benefit
                     plans of the Employer, or where there is no such method,
                     under the fractional rule.

       (b)    SUPER TOP-HEAVY PLAN

              This Plan shall be a "super top-heavy plan" for any Plan Year if,
              as of the Determination Date, the Plan would be top-heavy if
              "ninety percent (90%)" were substituted for "sixty percent (60%)"
              in the preceding paragraph, or if this Plan is included in a
              Required Aggregation Group which for such Plan Year would be a
              Top-heavy Group, if "ninety percent (90%)" were substituted for
              "sixty percent (60%)" in the paragraph above.

       (c)    Actuarial Factors For the purpose of determining the present value
              of Accrued Benefits under this Article XV, the actuarial factors
              shall be the mortality and interest rates used in the most recent
              actuarial valuation completed to comply with Section 412 of the
              Internal Revenue Code of 1986, as amended, within the twelve (12)
              month period ending on the applicable Determination Date.

       (d)    "Determination Date" means for any Plan Year the last day of the
              immediately preceding Plan Year.

       (e)    "Top-Heavy Group" means the Required Aggregation Group, if as of
              the applicable Determination Date, the sum of the present value of
              the cumulative Accrued Benefits for Key Employees under all
              defined benefit plans included in the Required Aggregation Group
              plus the aggregate of the accounts of Key Employees under all
              defined contribution plans included in the Required Aggregation
              Group exceeds sixty percent (60%) of the sum of the present value
              of the cumulative Accrued Benefits for all Participants under all
              such defined benefit plans plus the aggregate accounts for all
              Participants under all such defined contribution plans.

                                      -69-
<Page>

15.08  EXCLUDED PARTICIPANTS

       The provisions of this Article do not apply with respect to any
       Participant included in a unit of Participants covered by a collective
       bargaining agreement unless the application of this Article has been
       agreed upon with the collective bargaining agent.

                                      -70-
<Page>

                             FIRST AMENDMENT TO THE
                             WATTS INDUSTRIES, INC.
                                  PENSION PLAN

     WHEREAS, Watts Industries, Inc. (the "Sponsoring Employer") established the
Watts Industries, Inc. Pension Plan (the "Plan") effective January 1, 1985 for
the benefit of Eligible Employees; and

     WHEREAS the Plan was most recently amended and restated effective January
1, 1997, and

     WHEREAS the Sponsoring Employer desires to amend the Plan to comply with
the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA") and
other recent legislative and regulatory changes;

     NOW THEREFORE, in consideration of the foregoing, the Plan is hereby
amended as set forth herein effective January 1, 2002 unless specifically stated
otherwise. This amendment is intended to be a "good faith EGTRRA amendment"
within the meaning of Notice 2001-57 and is to be construed in accordance with
EGTRRA and the guidance thereunder.

29.  Section 1.02 is hereby amended by the addition of the following at the end
     thereof:

     "(g) Notwithstanding any other Plan provision to the contrary, with respect
          to lump sum distributions made on or after January 1, 2003, Actuarial
          Equivalence shall be determined based on the mortality table specified
          in Section 417(e)(3) of the Code and an interest rate equal to the
          rate defined in Section 417(e)(3)(A)(ii)(II) of the Code for the
          November immediately preceding the Plan Year of distribution."

30.  Section 1.09 is hereby amended effective January 1, 1998 by the addition of
     the following at the end thereof:

     "For purposes of this definition of Compensation, contributions pursuant to
     a cafeteria plan established under Section 125 of the Code shall include
     any amounts not available to a Participant in cash in lieu of group health
     coverage because the Participant is unable to certify that he or she has
     other health coverage. An amount will be treated as a contribution under
     Section 125 of the Code only if the Employer does not request or collect
     information regarding the Participant's other health coverage as part of
     the enrollment process for the health plan."

31.  Section 1.09 is hereby further amended by the addition of the following at
     the end thereof:

     "Notwithstanding any provision of the Plan the contrary, in no event shall
     a Participant's Compensation taken into account under the Plan for any Plan
     Year beginning on or after

                                        1
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     January 1, 2002 exceed the applicable limit specified in Code Section
     401(a)(17)(A) for any Plan Year. This dollar limit on Compensation shall be
     adjusted for cost-of-living increases in accordance with Section
     401(a)(17)(B) of the Code. The cost-of-living adjustment shall apply only
     to Compensation taken into account for Plan Years beginning with the Plan
     Year in which such increase is effective.

     For purposes of determining benefit accruals in Plan Years beginning after
     December 31, 2001 for Participants who earn an Hour of Service after
     December 31, 2001, Compensation for any prior Plan Year shall be limited to
     $200,000."

32.  Article 5 is hereby amended effective as of January 1, 2003 by the addition
     of the following new Section 5.11:

     "5.11   MINIMUM DISTRIBUTION REQUIREMENTS

             (a) GENERAL RULES

                 (i)    EFFECTIVE DATE. The provisions of this Section 5.11 will
                        apply for purposes of determining required minimum
                        distributions for calendar years beginning with the 2003
                        calendar year.

                 (ii)   PRECEDENCE. The requirements of this article will take
                        precedence over any inconsistent provisions of the Plan.

                 (iii)  REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED. All
                        distributions required under this Section 5.11 will be
                        determined and made in accordance with the Treasury
                        regulations under Section 401(a)(9) of the Code.

                 (iv)   TEFRA SECTION 242(b)(2) ELECTIONS. Notwithstanding the
                        other provisions of this Section 5.11, other than
                        paragraph (a)(iii) above, distributions may be made
                        under a designation made before January 1, 1984, in
                        accordance with Section 242(b)(2) of the Tax Equity and
                        Fiscal Responsibility Act ("TEFRA") and the provisions
                        of the Plan that relate to Section 242(b)(2) of TEFRA.

             (b) TIME AND MANNER OF DISTRIBUTION

                 (i)    REQUIRED BEGINNING DATE. The Participant's entire
                        interest will be distributed, or begin to be
                        distributed, to the Participant no later than the
                        Participant's Required Beginning Date.

                 (ii)   DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN. If the
                        Participant dies before distributions begin, the
                        Participant's entire interest will be distributed, or
                        begin to be distributed, no later than as follows:

                                        2
<Page>

                        (A) If the Participant's surviving Spouse is the
                            Participant's sole Designated Beneficiary, then
                            distributions to the surviving Spouse will begin by
                            December 31 of the calendar year immediately
                            following the calendar year in which the Participant
                            died, or by December 31 of the calendar year in
                            which the Participant would have attained age 70
                            1/2, if later.

                        (B) If the Participant's surviving Spouse is not the
                            Participant's sole Designated Beneficiary, then
                            distributions to the Designated Beneficiary will
                            begin by December 31 of the calendar year
                            immediately following the calendar year in which the
                            Participant died.

                        (C) If there is no Designated Beneficiary as of
                            September 30 of the year following the year of the
                            Participant's death, the Participant's entire
                            interest will be distributed by December 31 of the
                            calendar year containing the fifth anniversary of
                            the Participant's death.

                        (D) If the Participant's surviving Spouse is the
                            Participant's sole Designated Beneficiary and the
                            surviving Spouse dies after the Participant but
                            before distributions to the surviving Spouse begin,
                            this Subsection 5.11(b)(ii), other than Subsection
                            5.11(b)(ii)(A), will apply as if the surviving
                            Spouse were the Participant.

                        For purposes of this Subsection 5.11(b)(ii) and
                        Subsection 5.11(e), distributions are considered to
                        begin on the Participant's Required Beginning Date (or,
                        if Subsection 5.11(b)(ii)(D) applies, the date
                        distributions are required to begin to the surviving
                        Spouse under Subsection 5.11(b)(ii)(A). If annuity
                        payments irrevocably commence to the Participant before
                        the Participant's Required Beginning Date (or to the
                        Participant's surviving Spouse before the date
                        distributions are required to begin to the surviving
                        Spouse under Subsection 5.11(b)(ii)(A), the date
                        distributions are considered to begin is the date
                        distributions actually commence.

                                        3
<Page>

                 (iii)  FORM OF DISTRIBUTION. Unless the Participant's interest
                        is distributed in the form of an annuity purchased from
                        an insurance company or in a single sum on or before the
                        Required Beginning Date, as of the first Distribution
                        Calendar Year distributions will be made in accordance
                        with Sections (c), (d) and (e) of this Section 5.10. If
                        the Participant's interest is distributed in the form of
                        an annuity purchased from an insurance company,
                        distributions thereunder will be made in accordance with
                        the requirements of Section 401(a)(9) of the Code and
                        the Treasury regulations. Any part of the Participant's
                        interest which is in the form of an individual account
                        described in Section 414(k) of the Code will be
                        distributed in a manner satisfying the requirements of
                        section 401(a)(9) of the Code and the Treasury
                        regulations that apply to individual accounts.

             (c) DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR

                 (i)    GENERAL ANNUITY REQUIREMENTS. If the Participant's
                        interest is paid in the form of annuity distributions
                        under the plan, payments under the annuity will satisfy
                        the following requirements:

                        (A) the annuity distributions will be paid in periodic
                            payments made at intervals not longer than one year;

                        (B) the distribution period will be over a life (or
                            lives) or over a period certain not longer than the
                            period described in Subsection (d) or (e);

                        (C) once payments have begun over a period certain, the
                            period certain will not be changed even if the
                            period certain is shorter than the maximum
                            permitted;

                        (D) payments will either be nonincreasing or increase
                            only as follows:

                            (1)  by an annual percentage increase that does not
                                 exceed the annual percentage increase in a
                                 cost-of-living index that is based on prices of
                                 all items and issued by the Bureau of Labor
                                 Statistics;

                                        4
<Page>

                            (2)  to the extent of the reduction in the amount of
                                 the Participant's payments to provide for a
                                 survivor benefit upon death, but only if the
                                 Beneficiary whose life was being used to
                                 determine the distribution period described in
                                 Subsection (d) dies or is no longer the
                                 Participant's Beneficiary pursuant to a
                                 Qualified Domestic Relations Order within the
                                 meaning of section 414(p);

                            (3)  to provide cash refunds of employee
                                 contributions upon the Participant's death; or

                            (4)  to pay increased benefits that result from a
                                 Plan amendment.

                 (ii)   AMOUNT REQUIRED TO BE DISTRIBUTED BY REQUIRED BEGINNING
                        DATE. The amount that must be distributed on or before
                        the Participant's Required Beginning Date (or, if the
                        Participant dies before distributions begin, the date
                        distributions are required to begin under Subsection
                        5.11(b)(ii)(A) or (B) is the payment that is required
                        for one payment interval. The second payment need not be
                        made until the end of the next payment interval even if
                        that payment interval ends in the next calendar year.
                        Payment intervals are the periods for which payments are
                        received, e.g., bi-monthly, monthly, semi-annually, or
                        annually. All of the Participant's benefit accruals as
                        of the last day of the first Distribution Calendar Year
                        will be included in the calculation of the amount of the
                        annuity payments for payment intervals ending on or
                        after the Participant's Required Beginning Date.

                 (iii)  ADDITIONAL ACCRUALS AFTER FIRST DISTRIBUTION CALENDAR
                        YEAR. Any additional benefits accruing to the
                        Participant in a calendar year after the first
                        Distribution Calendar Year will be distributed beginning
                        with the first payment interval ending in the calendar
                        year immediately following the calendar year in which
                        such amount accrues.

             (d) REQUIREMENTS FOR ANNUITY DISTRIBUTIONS THAT COMMENCE DURING
                 PARTICIPANT'S LIFETIME

                 (i)    JOINT LIFE ANNUITIES WHERE THE BENEFICIARY IS NOT THE
                        PARTICIPANT'S SPOUSE. If the Participant's interest is
                        being distributed in the form of a Joint and Survivor
                        Annuity for the joint lives of the Participant and a
                        nonspouse Beneficiary, annuity payments to be made on or
                        after the Participant's Required Beginning Date to the
                        Designated Beneficiary after the Participant's death
                        must not at any time exceed the applicable percentage of
                        the annuity payment for such period that would have

                                        5
<Page>

                        been payable to the Participant using the table set
                        forth in Q&A-2 of Section 1.401(a)(9)-6T of the Treasury
                        regulations. If the form of distribution combines a
                        Joint and Survivor Annuity for the joint lives of the
                        Participant and a nonspouse Beneficiary and a period
                        certain annuity, the requirement in the preceding
                        sentence will apply to annuity payments to be made to
                        the Designated Beneficiary after the expiration of the
                        period certain.

                 (ii)   PERIOD CERTAIN ANNUITIES. Unless the Participant's
                        Spouse is the sole Designated Beneficiary and the form
                        of distribution is a period certain and no life annuity,
                        the period certain for an annuity distribution
                        commencing during the Participant's lifetime may not
                        exceed the applicable distribution period for the
                        Participant under the Uniform Lifetime Table set forth
                        in Section 1.401(a)(9)-9 of the Treasury regulations for
                        the calendar year that contains the Benefit Commencement
                        Date. If the Benefit Commencement Date precedes the year
                        in which the Participant reaches age 70, the applicable
                        distribution period for the Participant is the
                        distribution period for age 70 under the Uniform
                        Lifetime Table set forth in Section 1.401(a)(9)-9 of the
                        Treasury regulations plus the excess of 70 over the age
                        of the Participant as of the Participant's birthday in
                        the year that contains the Benefit Commencement Date. If
                        the Participant's Spouse is the Participant's sole
                        Designated Beneficiary and the form of distribution is a
                        period certain and no life annuity, the period certain
                        may not exceed the longer of the Participant's
                        applicable distribution period, as determined under this
                        Subsection (d)(ii), or the joint life and last survivor
                        expectancy of the Participant and the Participant's
                        Spouse as determined under the Joint and Last Survivor
                        Table set forth in Section 1.401(a)(9)-9 of the Treasury
                        regulations, using the Participant's and Spouse's
                        attained ages as of the Participant's and Spouse's
                        birthdays in the calendar year that contains the Benefit
                        Commencement Date.

             (e) REQUIREMENTS FOR MINIMUM DISTRIBUTIONS WHERE PARTICIPANT DIES
                 BEFORE DATE DISTRIBUTIONS BEGIN

                 (i)    PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. If the
                        Participant dies before the date distribution of his or
                        her interest begins and there is a Designated
                        Beneficiary, the Participant's entire interest will be
                        distributed, beginning no later than the time described
                        in Subsection (b)(ii)(A) or (B), over the life of the
                        Designated Beneficiary or over a period certain not
                        exceeding:

                                        6
<Page>

                        (A) unless the Benefit Commencement Date is before the
                            first Distribution Calendar Year, the Life
                            Expectancy of the Designated Beneficiary determined
                            using the Beneficiary's age as of the Beneficiary's
                            birthday in the calendar year immediately following
                            the calendar year of the Participant's death; or

                        (B) if the Benefit Commencement Date is before the first
                            Distribution Calendar Year, the Life Expectancy of
                            the Designated Beneficiary determined using the
                            Beneficiary's age as of the Beneficiary's birthday
                            in the calendar year that contains the Benefit
                            Commencement Date.

                 (ii)   NO DESIGNATED BENEFICIARY. If the Participant dies
                        before the date distributions begin and there is no
                        Designated Beneficiary as of September 30 of the year
                        following the year of the Participant's death,
                        distribution of the Participant's entire interest will
                        be completed by December 31 of the calendar year
                        containing the fifth anniversary of the Participant's
                        death

                 (iii)  DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO
                        SURVIVING SPOUSE BEGIN. If the Participant dies before
                        the date distribution of his or her interest begins, the
                        Participant's surviving Spouse is the Participant's sole
                        Designated Beneficiary, and the surviving Spouse dies
                        before distributions to the surviving Spouse begin, this
                        Subsection (e) will apply as if the surviving Spouse
                        were the Participant, except that the time by which
                        distributions must begin will be determined without
                        regard to Subsection (b)(ii)(A).

             (f) DEFINITIONS

                 (i)    DESIGNATED BENEFICIARY. The individual who is designated
                        as the Beneficiary under Section 8.07 of the Plan and is
                        the designated beneficiary under Section 401(a)(9) of
                        the Code and Section 1.401(a)(9)-1, Q&A-4, of the
                        Treasury regulations.

                 (ii)   DISTRIBUTION CALENDAR YEAR. A calendar year for which a
                        minimum distribution is required. For distributions
                        beginning before the Participant's death, the first
                        Distribution Calendar Year is the calendar year
                        immediately preceding the calendar year which contains
                        the Participant's Required Beginning Date. For
                        distributions beginning after the Participant's death,
                        the first Distribution Calendar Year is the calendar
                        year in which distributions are required to begin
                        pursuant to Subsection (b)(ii).

                                        7
<Page>

                 (iii)  LIFE EXPECTANCY. Life expectancy as computed by use of
                        the Single Life Table in Section 1.401(a)(9)-9 of the
                        Treasury regulations.

                 (iv)   REQUIRED BEGINNING DATE. The date described in Section
                        5.06(b) of the Plan."

5.   Subsection 12.09(b) is hereby amended by the addition of the following at
     the end thereof:

     "Effective for distributions after December 31, 2001,

     (1)     an Eligible Rollover Distribution does not include any hardship
             distribution, and

     (2)     a portion of a distribution shall not fail to be an Eligible
             Rollover Distribution merely because the portion consists of
             after-tax employee contributions which are not includible in gross
             income. However, such portion may be paid only to an individual
             retirement account or annuity described in Section 408(a) or (b) of
             the Code, or to a qualified defined contribution plan described in
             Section 401(a) or 403(a) of the Code which agrees to separately
             account for amounts so transferred, including separately accounting
             for the portion of such distribution which is includible in gross
             income and the portion of such distribution which is not so
             includible."

6.   Subsection 12.09(c) is hereby amended by the addition of the following at
     the end thereof:

     "Effective for distributions after December 31, 2001, an Eligible
     Retirement Plan shall also mean an annuity contract described in Section
     403(b) of the Code and an eligible plan under Section 457(b) of the Code
     which is maintained by an eligible employer described in Section
     457(e)(1)(A) of the Code.

     The definition of Eligible Retirement Plan shall also apply in the case of
     a distribution to a surviving Spouse, or to a Spouse or former Spouse who
     is the Alternate Payee under a qualified domestic relations order, as
     defined in Code Section 414(p)."

7.   Article 10 is hereby amended effective for claims filed on or after January
     1, 2003 by the deletion of Section 10.10 and the substitution in lieu
     thereof of the following:

     "10.10  PROCEDURE FOR CLAIMING BENEFITS UNDER THE PLAN

             (a) Claims for benefits under the Plan made by a Participant or
                 Beneficiary covered by the Plan must be submitted in writing to
                 the Committee. Approved claims will be processed and
                 instructions issued to the Trustee authorizing payments as
                 claimed.

                 If a claim is denied in whole or in part, the Committee shall
                 notify the claimant of its decision by written notice, in a
                 manner calculated to be understood by the claimant. The
                 Committee shall set forth in the notice:

                                        8
<Page>

                 (i)    the specific reason or reasons for the denial of the
                        claim;

                 (ii)   the specific references to the pertinent Plan provisions
                        on which the denial is based;

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

                 (iv)   an explanation of the Plan's claim review procedure; and

                 (v)    a statement of the claimant's right to bring a civil
                        action in accordance with section 502(a) of ERISA if the
                        claimant's claim is denied upon review.

                 Such notification shall be given within 90 days after the claim
                 is received by the Committee. This period may be extended for
                 another 90 days if the claimant is notified that the extension
                 is necessary due to matters beyond the control of the Plan,
                 before the end of the original 90-day period. Any notice for an
                 extension will explain the reason for the extension and the
                 date by which the Committee expects to rule on the claim.

             (b) Upon denial of a claim in whole or in part, a claimant or his
                 duly authorized representative shall have the right to submit a
                 written request to the Committee for a full and fair review of
                 the denied claim, to submit written comments, documents,
                 records, and other information relating to the claim, and to be
                 provided, upon request and free of charge, access to, and
                 copies of, all documents, records and other information
                 relevant to the claimant's claim for benefits. A request for
                 review of a claim must be submitted within 60 days of receipt
                 by the claimant of written notice of the denial of the claim.

                 The Committee shall advise the claimant of the results of the
                 review within 60 days after receipt of the written request for
                 review. This period may be extended for another 60 days if the
                 Committee determines that special circumstances require an
                 extension of time for processing the request and if written
                 notice of such extension and circumstances is given to such
                 claimant within the initial 60 day period. Any notice for an
                 extension will explain the reason for the extension and the
                 date by which the Committee expects to rule on the claim.

                 In the event an appeal is denied, the claimant will be notified
                 in writing. The Committee shall set forth in the notice:

                 (i)    the specific reason or reasons for the denial of the
                        claim;

                                        9
<Page>

                 (ii)   the specific references to the pertinent Plan provisions
                        on which the denial is based;

                 (iii)  a statement of the claimant's right to receive, upon
                        request and free of charge, reasonable access to, and
                        copies of, all documents, records, and other information
                        relevant to the claimant's claim for benefits; and

                 (iv)   a statement of the claimant's right to bring a civil
                        action in accordance with Section 502(a) of ERISA.

                 The decision of the Committee by majority vote shall be final
                 and binding upon any and all claimants, including but not
                 limited to Participants and their Beneficiaries, and any other
                 individuals making a claim through or under them."

8.   Subsection 5.04(a)(i) is hereby amended by the deletion of the phrase
     "$90,000" and the substitution in lieu thereof of the following:

     "the dollar limitation specified in Code Section 415(b)(1)(A), (The new
     limit specified in Section 415(b)(1)(A) of the Code shall apply only to
     Participants who are credited with at least one Hour of Service on or after
     the first day of the first Limitation Year beginning after December 31,
     2001.)"

9.   Subsection 5.04(c) is hereby amended effective January 1, 1998 by the
     addition of the following:

     "For Limitation Years beginning on or after January 1, 1998, for purposes
     of determining Section 415 Compensation, amounts included pursuant to
     Section 125 of the Code shall include amounts not available to a
     Participant in cash in lieu of group health coverage because the
     Participant is unable to certify that he or she has other health coverage.
     An amount will be treated as an amount under Section 125 only if the
     Employer does not request or collect information regarding the
     Participant's other health coverage as part of the enrollment process for
     the health plan."

10.  Subsection 5.04(e) is hereby amended by the addition of the following at
     the end thereof:

     "Notwithstanding the foregoing, for Limitation Years beginning on or after
     January 1, 2002, if the benefit payable to a Participant commences prior to
     age 62, the maximum dollar limitation defined in paragraph (a)(i), adjusted
     by paragraph (d), shall be the actuarial equivalent of such amount payable
     at age 62. For purposes of this paragraph, actuarial equivalent shall be
     based on the plan's early retirement reductions or the mortality table
     specified in Code Section 417(e)(3) and an interest rate of 5%, whichever
     produces the smaller amount."

                                       10
<Page>

11.  Subsection 5.04(f) is hereby amended by the addition of the following at
     the end thereof:

     "Notwithstanding the foregoing, effective for Limitation Years beginning on
     or after January 1, 2002, if the benefit payable to a Participant commences
     after his or her attainment of age 65, the dollar limitation defined in
     paragraph (a)(i) above, adjusted by paragraph (d), shall be increased so it
     is the actuarial equivalent of such amount payable commencing at age 65.
     For purposes of this paragraph, actuarial equivalent shall be determined
     using the assumptions in Section 1.02, or the mortality table specified in
     Code Section 417(e)(3) and an interest rate of 5%, whichever produces the
     smaller increase."

12.  Section 5.04 is hereby amended by the addition by the addition of the
     following subsection (m) at the end thereof:

     "(m)    Notwithstanding any other Plan provision to the contrary, with
             respect to distributions with benefit commencement dates occurring
             on or after January 1, 2003 the mortality table used for purposes
             of adjusting any benefit or limitation under Section 415(b)(2)(B),
             (C) or (D) of the Code as set forth in Subsections (e), (f), or (g)
             of this Section 5.04 shall be the mortality table specified in
             Section 417(e)(3) of the Code."

13.  Article XV is hereby replaced in its entirety by the following effective
     January 1, 2002:

     "15.01  TOP HEAVY PROVISIONS

             (a) For purposes of this Section, the following terms shall have
                 the meanings indicated below:

                 (i)    "AGGREGATION GROUP" means either:

                        (A) A "PERMISSIVE AGGREGATION GROUP". The Committee may
                            also include any other qualified plan not required
                            to be included in the Required Aggregation Group,
                            provided the resulting group, taken as a whole,
                            would continue to satisfy the provisions of Sections
                            401(a)(4) and 410 of the Code. Such group shall be
                            known as a Permissive Aggregation Group.

                        (B) A "REQUIRED AGGREGATION GROUP". In determining a
                            Required Aggregation Group hereunder, each qualified
                            plan of the Employer or an Affiliated Employer in
                            which a Key Employee participates and each other
                            plan of the Employer or an Affiliated Employer,
                            including terminated plans maintained within the
                            one-year period ending on the Determination Date,
                            which enables any plan in which a Key Employee
                            participates to meet the requirements of Sections
                            401(a)(4) or 410 of the Code will be required to be
                            aggregated. Such group shall be known as a Required
                            Aggregation Group. Notwithstanding the foregoing,

                                       11
<Page>

                            the Required Aggregation Group will not include
                            "safe harbor" plans described in Section 401(k)(12)
                            and 401(m)(11) of the Code.

                            Solely for purposes of determining if the Plan or
                            any other qualified plan in the Required Aggregation
                            Group is a top heavy plan for a Plan Year, the
                            accrued benefits of Non-Key Employees shall be
                            determined for Plan Years beginning after 1986 under
                            the method, if any, which is uniformly applied for
                            accrual purposes under all defined benefit plans
                            maintained by the Employer or Affiliated Employers
                            or, if there is no such method, as if such benefit
                            accrued not more rapidly than under the slowest
                            accrual rate permitted under Section 411(b)(1)(C) of
                            the Code.

                            In no event shall this Plan be considered a top
                            heavy plan if it is part of a Required Aggregation
                            Group or a Permissive Aggregation Group that is not
                            a top heavy group.

                            Only those plans of the Employer or Affiliated
                            Employers in which the determination dates fall
                            within the same calendar year shall be aggregated in
                            order to determine whether such plans are top heavy
                            plans.

                 (ii)   "DETERMINATION DATE" means the last day of the preceding
                        Plan Year, except that for the first Plan Year the
                        Determination Date is the last day of that Plan Year.

                 (iii)  "EMPLOYEE", "FORMER EMPLOYEE", "KEY EMPLOYEE" and
                        "NON-KEY EMPLOYEE" shall also include Beneficiaries of
                        such an employee.

                 (iv)   "KEY EMPLOYEE" means any employee or former employee
                        (including any deceased employee) of the Employer or an
                        Affiliated Employer who at any time during the Plan Year
                        containing the Determination Date for the Plan Year in
                        question is:

                        (A) An officer of the Employer or Affiliated Employer,
                            if such individual received Section 415 Compensation
                            of more than $130,000 as adjusted. No more than 50
                            employees (or, if lesser, the greater of 3 employees
                            or 10% of the employees) shall be treated as
                            officers (exclusive of employees described in
                            Section 414(q)(8) of the Code).

                        (B) A 5% owner of the Employer or an Affiliated
                            Employer. A "5% owner" means a person owning (or
                            considered as owning, within

                                       12
<Page>

                            the meaning of Section 318 of the Code) more than 5%
                            of the outstanding stock of the Employer or an
                            Affiliated Employer, or stock possessing more than
                            5% of the total combined voting power of all stock
                            of the Employer or an Affiliated Employer (or having
                            more than 5% of the capital or profits interest in
                            any Employer or Affiliated Employer that is not a
                            corporation determined under similar principles).

                        (C) A 1% owner of the Employer or an Affiliated Employer
                            having Section 415 Compensation of more than
                            $150,000. A "1% owner" means any person who would be
                            described in paragraph (a)(iv)(B) above if "1%" were
                            substituted for "5%" in each place where it appears
                            in paragraph (a)(iv)(B).

                        A Key Employee shall be determined in accordance with
                        the provisions of Section 416(i) of the Code.

                 (v)    "NON-KEY EMPLOYEE" means an employee who is not a Key
                        Employee, including any employee who is a former Key
                        Employee.

                 (vi)   "VALUATION DATE" means the date used to calculate the
                        value of accrued benefits or account balances for
                        purposes of determining the top heavy ratio specified in
                        paragraph (b) below.

                        For purposes of this Plan, the Valuation Date shall be
                        the valuation date used for computing the Plan's minimum
                        funding requirements under Section 412 of the Code. For
                        each other plan, the Valuation Date shall be, subject to
                        Section 416 of the Code, the most recent Valuation Date
                        which falls within or ends within the twelve consecutive
                        months ending on the applicable determination date for
                        such plan.

             (b) TOP HEAVY PLAN

                 The Plan shall be deemed a top heavy plan for a Plan Year if,
                 as of the Valuation Date preceding the applicable Determination
                 Date, the sum of (1) the present value of accrued benefits of
                 Key Employees under this Plan and all other defined benefit
                 plans in the Aggregation Group, and (2) the account balances of
                 Key Employees under all defined contribution plans in the
                 Aggregation Group exceeds 60% of the sum of (3) the present
                 value of accrued benefits of all Participants under this Plan
                 and all other defined benefit plans in the Aggregation Group
                 (but excluding Participants who are former Key Employees); and
                 (4) the account balances of all Participants under all defined
                 contribution plans in the Aggregation Group.

                 For purposes of this test, the following rules shall apply:

                                       13
<Page>

                 (i)    Subject to subparagraph (ii) below, any distributions
                        from this Plan or any other plan in the Aggregation
                        Group, and any accrued benefit distributed from any
                        other plan in the Aggregation Group during the one-year
                        period ending on the Determination Date (in the case of
                        any distribution made for a reason other than separation
                        from service, death or disability, the five-year period
                        ending on the Determination Date) shall be taken into
                        consideration.

                 (ii)   The benefits of and distributions to all former
                        employees who have not been credited with at least one
                        Hour of Service during the one-year period ending on the
                        Determination Date shall be disregarded, provided,
                        however, that if such former Employee again completes an
                        Hour of Service with the Employer after such one-year
                        period, such former Employee's accounts shall be taken
                        into consideration.

                        Notwithstanding any provision of this paragraph (ii) to
                        the contrary, in any Plan Year in which this Plan is a
                        top heavy Plan, each Non-Key Employee who is also
                        covered under a defined contribution plan of the
                        Employer, shall accrue a Minimum Benefit as provided by
                        this Plan.

                        Notwithstanding any provision of this paragraph (ii) to
                        the contrary, in any Plan Year in which this Plan is a
                        top heavy Plan, each Non-Key Employee who is also
                        covered under a defined contribution plan of the
                        Employer, shall have credited to his defined
                        contribution plan account a minimum Employer
                        contribution equal to the minimum contribution provided
                        by such defined contribution plan; however, in no event
                        shall the minimum Employer contribution be less than 5%
                        of such Participant's Section 415 Compensation. No
                        Minimum Benefit shall accrue under this Plan.

                 (iii)  If an Employee is a Non-Key Employee for the Plan Year
                        containing the Determination Date, but such individual
                        was a Key Employee during any previous Plan Year, the
                        value of his or her benefits and distributions shall not
                        be taken into consideration.

                 (iv)   Solely for purposes of determining if the Plan or any
                        other plan in the Required Aggregation Group is a top
                        heavy plan for a Plan Year, the accrued benefits under
                        any defined benefit plans of Non-Key Employees shall be
                        determined for Plan Years beginning after 1986 under the
                        method, if any, which is uniformly applied for accrual
                        purposes under all defined benefit plans maintained by
                        the Employer or an Affiliated Employer or, if there is
                        no such method, as if such benefit accrued not more
                        rapidly than under the slowest accrual rate permitted
                        under Section 411(b)(1)(C) of the Code.

                                       14
<Page>

                 (v)    The determination of account balances under all defined
                        contribution plans in the Aggregation Group shall be
                        increased for contributions due as of the Determination
                        Date to the extent required under Section 416 of the
                        Code.

                 (vi)   The determination of the present value of accrued
                        benefits under all defined benefit plans in the
                        Aggregation Group shall be based on the interest rate
                        and mortality table specified in Section 1.02(a).

                 (vii)  Distributions, rollovers and trust to trust transfers
                        shall be taken into consideration to the extent required
                        under Section 416 of the Code.

                 (viii) "Deductible employee contributions" (within the meaning
                        of Section 501(c)(18)(D) of the Code) contributed to any
                        plan in the Aggregation Group shall not be taken into
                        consideration.

                 The calculation of the top heavy ratio shall be made in
                 accordance with the provisions of Section 416 of the Code.

             (c) Notwithstanding any other provision of the Plan to the
                 contrary, for any Plan Year in which the Plan is deemed to be a
                 top heavy plan, the following provisions shall apply:

                 (i)    MINIMUM VESTING

                        Any Participant who completes an Hour of Service in a
                        Plan Year in which the Plan is deemed to be a top heavy
                        plan shall have a nonforfeitable interest in a
                        percentage of his or her Accrued Benefit determined by
                        multiplying the Accrued Benefit by the applicable
                        percentage from the following schedule:

<Table>
<Caption>
                        YEARS OF VESTING SERVICE              VESTED PERCENTAGE
                        <S>                                          <C>
                        Less than 3 years                              0 %
                        3 or more years                              100 %
</Table>

                        Furthermore, if the vesting schedule under the Plan for
                        any Plan Year shifts into or out of the above schedule
                        because of the Plan's top heavy status, such shift shall
                        be regarded as an amendment to the Plan's vesting
                        schedule.

                        The provisions of this paragraph (c)(i) shall not be
                        applied to reduce the Participant's vested percentage
                        computed in accordance with the provisions of the Plan.

                                       15
<Page>

                 (ii)   MINIMUM BENEFIT

                        Each Participant who is a Non-Key Employee shall have an
                        Accrued Benefit calculated as of the last day of the top
                        heavy Plan Year or, if earlier, as of his or her
                        termination of employment date occurring during such
                        Plan Year, at least equal to the product of (A) 2% of
                        his or her Section 415 Compensation (as defined in
                        Section 415(c) of the Code) from an Employer or
                        Affiliated Employer during the five consecutive years
                        for which the Participant had the highest Compensation,
                        and (B) his or her years of Benefit Service up to a
                        maximum of ten years. For purposes of this paragraph
                        (ii), years of Benefit Service shall not include Plan
                        Years during which the Plan is not a top heavy plan nor
                        a Plan Year in which no Key or former Key Employee
                        benefits under the Plan.

                        For purposes of this Plan, the minimum annual retirement
                        benefit means a benefit payable annually in the form of
                        a single life annuity (with no ancillary benefits)
                        beginning at a Participant's Normal Retirement Date.

                        If a Non-Key Employee participates in a defined
                        contribution plan included in the Aggregation Group, the
                        minimum benefit shall be provided under this Subsection.

                 (iii)  In any Plan Year that the Plan ceases to be top heavy,
                        the above provisions shall no longer apply, except that
                        the portion of a Participant's Accrued Benefit which was
                        vested pursuant to paragraph (i) above shall remain
                        vested."

14.  Section 1.01 of Part A is hereby amended by the addition of the following
     at the end thereof:

     (f) "Notwithstanding any other Plan provision to the contrary, with respect
         to lump sum distributions made on or after January 1, 2003, Actuarial
         Equivalence shall be determined based on the mortality table specified
         in Section 417(e)(3) of the Code and an interest rate equal to the rate
         defined in Section 417(e)(3)(A)(ii)(II) of the Code for the November
         immediately preceding the Plan Year of distribution."

15.  Article 5 of Part A is hereby amended effective as of January 1, 2003 by
     the addition of the following new Section 5.12:

     "5.12   MINIMUM DISTRIBUTION REQUIREMENTS

             (d) GENERAL RULES

                 (j)    EFFECTIVE DATE. The provisions of this Section 5.12 will
                        apply for purposes of determining required minimum
                        distributions for calendar years beginning with the 2003
                        calendar year.

                                       16
<Page>

                 (v)    PRECEDENCE. The requirements of this article will take
                        precedence over any inconsistent provisions of the Plan.

                 (vi)   REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED. All
                        distributions required under this Section 5.12 will be
                        determined and made in accordance with the Treasury
                        regulations under Section 401(a)(9) of the Code.

                 (vii)  TEFRA SECTION 242(b)(2) ELECTIONS. Notwithstanding the
                        other provisions of this Section 5.12, other than
                        paragraph (a)(iii) above, distributions may be made
                        under a designation made before January 1, 1984, in
                        accordance with Section 242(b)(2) of the Tax Equity and
                        Fiscal Responsibility Act ("TEFRA") and the provisions
                        of the Plan that relate to Section 242(b)(2) of TEFRA.

             (e) TIME AND MANNER OF DISTRIBUTION

                 (j)    REQUIRED BEGINNING DATE. The Participant's entire
                        interest will be distributed, or begin to be
                        distributed, to the Participant no later than the
                        Participant's Required Beginning Date.

                 (ii)   DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN. If the
                        Participant dies before distributions begin, the
                        Participant's entire interest will be distributed, or
                        begin to be distributed, no later than as follows:

                        (A) If the Participant's surviving Spouse is the
                            Participant's sole Designated Beneficiary, then
                            distributions to the surviving Spouse will begin by
                            December 31 of the calendar year immediately
                            following the calendar year in which the Participant
                            died, or by December 31 of the calendar year in
                            which the Participant would have attained age 70
                            1/2, if later.

                        (B) If the Participant's surviving Spouse is not the
                            Participant's sole Designated Beneficiary, then
                            distributions to the Designated Beneficiary will
                            begin by December 31 of the calendar year
                            immediately following the calendar year in which the
                            Participant died.

                        (C) If there is no Designated Beneficiary as of
                            September 30 of the year following the year of the
                            Participant's death, the Participant's entire
                            interest will be distributed by December 31 of the
                            calendar year containing the fifth anniversary of
                            the Participant's death.

                                       17
<Page>

                        (D) If the Participant's surviving Spouse is the
                            Participant's sole Designated Beneficiary and the
                            surviving Spouse dies after the Participant but
                            before distributions to the surviving Spouse begin,
                            this Subsection 5.12(b)(ii), other than Subsection
                            5.12(b)(ii)(A), will apply as if the surviving
                            Spouse were the Participant.

                        For purposes of this Subsection 5.12(b)(ii) and
                        Subsection 5.12(e), distributions are considered to
                        begin on the Participant's Required Beginning Date (or,
                        if Subsection 5.12(b)(ii)(D) applies, the date
                        distributions are required to begin to the surviving
                        Spouse under Subsection 5.12(b)(ii)(A). If annuity
                        payments irrevocably commence to the Participant before
                        the Participant's Required Beginning Date (or to the
                        Participant's surviving Spouse before the date
                        distributions are required to begin to the surviving
                        Spouse under Subsection 5.12(b)(ii)(A), the date
                        distributions are considered to begin is the date
                        distributions actually commence.

                 (iii)  FORM OF DISTRIBUTION. Unless the Participant's interest
                        is distributed in the form of an annuity purchased from
                        an insurance company or in a single sum on or before the
                        Required Beginning Date, as of the first Distribution
                        Calendar Year distributions will be made in accordance
                        with Sections (c), (d) and (e) of this Section 5.12. If
                        the Participant's interest is distributed in the form of
                        an annuity purchased from an insurance company,
                        distributions thereunder will be made in accordance with
                        the requirements of Section 401(a)(9) of the Code and
                        the Treasury regulations. Any part of the Participant's
                        interest which is in the form of an individual account
                        described in Section 414(k) of the Code will be
                        distributed in a manner satisfying the requirements of
                        section 401(a)(9) of the Code and the Treasury
                        regulations that apply to individual accounts.

             (f) DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR

                 (i)    GENERAL ANNUITY REQUIREMENTS. If the Participant's
                        interest is paid in the form of annuity distributions
                        under the plan, payments under the annuity will satisfy
                        the following requirements:

                        (A) the annuity distributions will be paid in periodic
                            payments made at intervals not longer than one year;

                        (B) the distribution period will be over a life (or
                            lives) or over a period certain not longer than the
                            period described in Subsection (d) or (e);

                                       18
<Page>

                        (C) once payments have begun over a period certain, the
                            period certain will not be changed even if the
                            period certain is shorter than the maximum
                            permitted;

                        (D) payments will either be nonincreasing or increase
                            only as follows:

                            (1)  by an annual percentage increase that does not
                                 exceed the annual percentage increase in a
                                 cost-of-living index that is based on prices of
                                 all items and issued by the Bureau of Labor
                                 Statistics;

                            (2)  to the extent of the reduction in the amount of
                                 the Participant's payments to provide for a
                                 survivor benefit upon death, but only if the
                                 Beneficiary whose life was being used to
                                 determine the distribution period described in
                                 Subsection (d) dies or is no longer the
                                 Participant's Beneficiary pursuant to a
                                 Qualified Domestic Relations Order within the
                                 meaning of section 414(p);

                            (3)  to provide cash refunds of employee
                                 contributions upon the Participant's death; or

                            (4)  to pay increased benefits that result from a
                                 Plan amendment.

                 (ii)   AMOUNT REQUIRED TO BE DISTRIBUTED BY REQUIRED BEGINNING
                        DATE. The amount that must be distributed on or before
                        the Participant's Required Beginning Date (or, if the
                        Participant dies before distributions begin, the date
                        distributions are required to begin under Subsection
                        5.12(b)(ii)(A) or (B) is the payment that is required
                        for one payment interval. The second payment need not be
                        made until the end of the next payment interval even if
                        that payment interval ends in the next calendar year.
                        Payment intervals are the periods for which payments are
                        received, e.g., bi-monthly, monthly, semi-annually, or
                        annually. All of the Participant's benefit accruals as
                        of the last day of the first Distribution Calendar Year
                        will be included in the calculation of the amount of the
                        annuity payments for payment intervals ending on or
                        after the Participant's Required Beginning Date.

                 (iii)  ADDITIONAL ACCRUALS AFTER FIRST DISTRIBUTION CALENDAR
                        YEAR. Any additional benefits accruing to the
                        Participant in a calendar year after the first
                        Distribution Calendar Year will be distributed beginning
                        with

                                       19
<Page>

                        the first payment interval ending in the calendar year
                        immediately following the calendar year in which such
                        amount accrues.

             (d) REQUIREMENTS FOR ANNUITY DISTRIBUTIONS THAT COMMENCE DURING
                 PARTICIPANT'S LIFETIME

                 (i)    JOINT LIFE ANNUITIES WHERE THE BENEFICIARY IS NOT THE
                        PARTICIPANT'S SPOUSE. If the Participant's interest is
                        being distributed in the form of a Joint and Survivor
                        Annuity for the joint lives of the Participant and a
                        nonspouse Beneficiary, annuity payments to be made on or
                        after the Participant's Required Beginning Date to the
                        Designated Beneficiary after the Participant's death
                        must not at any time exceed the applicable percentage of
                        the annuity payment for such period that would have been
                        payable to the Participant using the table set forth in
                        Q&A-2 of Section 1.401(a)(9)-6T of the Treasury
                        regulations. If the form of distribution combines a
                        Joint and Survivor Annuity for the joint lives of the
                        Participant and a nonspouse Beneficiary and a period
                        certain annuity, the requirement in the preceding
                        sentence will apply to annuity payments to be made to
                        the Designated Beneficiary after the expiration of the
                        period certain.

                 (ii)   PERIOD CERTAIN ANNUITIES. Unless the Participant's
                        Spouse is the sole Designated Beneficiary and the form
                        of distribution is a period certain and no life annuity,
                        the period certain for an annuity distribution
                        commencing during the Participant's lifetime may not
                        exceed the applicable distribution period for the
                        Participant under the Uniform Lifetime Table set forth
                        in Section 1.401(a)(9)-9 of the Treasury regulations for
                        the calendar year that contains the Benefit Commencement
                        Date. If the Benefit Commencement Date precedes the year
                        in which the Participant reaches age 70, the applicable
                        distribution period for the Participant is the
                        distribution period for age 70 under the Uniform
                        Lifetime Table set forth in Section 1.401(a)(9)-9 of the
                        Treasury regulations plus the excess of 70 over the age
                        of the Participant as of the Participant's birthday in
                        the year that contains the Benefit Commencement Date. If
                        the Participant's Spouse is the Participant's sole
                        Designated Beneficiary and the form of distribution is a
                        period certain and no life annuity, the period certain
                        may not exceed the longer of the Participant's
                        applicable distribution period, as determined under this
                        Subsection (d)(ii), or the joint life and last survivor
                        expectancy of the Participant and the Participant's
                        Spouse as determined under the Joint and Last Survivor
                        Table set forth in Section 1.401(a)(9)-9 of the Treasury
                        regulations, using the Participant's and Spouse's
                        attained ages as of the Participant's and Spouse's
                        birthdays in the calendar year that contains the Benefit
                        Commencement Date.

                                       20
<Page>

             (e) REQUIREMENTS FOR MINIMUM DISTRIBUTIONS WHERE PARTICIPANT DIES
                 BEFORE DATE DISTRIBUTIONS BEGIN

                 (i)    PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. If the
                        Participant dies before the date distribution of his or
                        her interest begins and there is a Designated
                        Beneficiary, the Participant's entire interest will be
                        distributed, beginning no later than the time described
                        in Subsection (b)(ii)(A) or (B), over the life of the
                        Designated Beneficiary or over a period certain not
                        exceeding:

                        (A) unless the Benefit Commencement Date is before the
                            first Distribution Calendar Year, the Life
                            Expectancy of the Designated Beneficiary determined
                            using the Beneficiary's age as of the Beneficiary's
                            birthday in the calendar year immediately following
                            the calendar year of the Participant's death; or

                        (B) if the Benefit Commencement Date is before the first
                            Distribution Calendar Year, the Life Expectancy of
                            the Designated Beneficiary determined using the
                            Beneficiary's age as of the Beneficiary's birthday
                            in the calendar year that contains the Benefit
                            Commencement Date.

                 (ii)   NO DESIGNATED BENEFICIARY. If the Participant dies
                        before the date distributions begin and there is no
                        Designated Beneficiary as of September 30 of the year
                        following the year of the Participant's death,
                        distribution of the Participant's entire interest will
                        be completed by December 31 of the calendar year
                        containing the fifth anniversary of the Participant's
                        death

                 (iii)  DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO
                        SURVIVING SPOUSE BEGIN. If the Participant dies before
                        the date distribution of his or her interest begins, the
                        Participant's surviving Spouse is the Participant's sole
                        Designated Beneficiary, and the surviving Spouse dies
                        before distributions to the surviving Spouse begin, this
                        Subsection (e) will apply as if the surviving Spouse
                        were the Participant, except that the time by which
                        distributions must begin will be determined without
                        regard to Subsection (b)(ii)(A).

             (f) DEFINITIONS

                 (i)    DESIGNATED BENEFICIARY. The individual who is designated
                        as the Beneficiary under Section 8.05 of Part A of the
                        Plan and is the designated beneficiary under Section
                        401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4,
                        of the Treasury regulations.

                                       21
<Page>

                 (ii)   DISTRIBUTION CALENDAR YEAR. A calendar year for which a
                        minimum distribution is required. For distributions
                        beginning before the Participant's death, the first
                        Distribution Calendar Year is the calendar year
                        immediately preceding the calendar year which contains
                        the Participant's Required Beginning Date. For
                        distributions beginning after the Participant's death,
                        the first Distribution Calendar Year is the calendar
                        year in which distributions are required to begin
                        pursuant to Subsection (b)(ii).

                 (iii)  LIFE EXPECTANCY. Life expectancy as computed by use of
                        the Single Life Table in Section 1.401(a)(9)-9 of the
                        Treasury regulations.

                 (iv)   REQUIRED BEGINNING DATE. The date described in Section
                        5.06(b) of the Plan."

16.  Subsection 12.10(b) of Part A is hereby amended by the addition of the
     following at the end thereof:

     "Effective for distributions after December 31, 2001,

     (1)     an Eligible Rollover Distribution does not include any hardship
             distribution, and

     (2)     a portion of a distribution shall not fail to be an Eligible
             Rollover Distribution merely because the portion consists of
             after-tax employee contributions which are not includible in gross
             income. However, such portion may be paid only to an individual
             retirement account or annuity described in Section 408(a) or (b) of
             the Code, or to a qualified defined contribution plan described in
             Section 401(a) or 403(a) of the Code which agrees to separately
             account for amounts so transferred, including separately accounting
             for the portion of such distribution which is includible in gross
             income and the portion of such distribution which is not so
             includible."

17.  Subsection 12.10(c) of Part A is hereby amended by the addition of the
     following at the end thereof:

     "Effective for distributions after December 31, 2001, an Eligible
     Retirement Plan shall also mean an annuity contract described in Section
     403(b) of the Code and an eligible plan under Section 457(b) of the Code
     which is maintained by an eligible employer described in Section
     457(e)(1)(A) of the Code.

     The definition of Eligible Retirement Plan shall also apply in the case of
     a distribution to a surviving Spouse, or to a Spouse or former Spouse who
     is the Alternate Payee under a qualified domestic relations order, as
     defined in Code Section 414(p)."

                                       22
<Page>

18.  Section 10 of Part A is hereby amended effective for claims filed on or
     after January 1, 2003 by the deletion of Section 10.10 and the substitution
     in lieu thereof of the following:

     "10.10  PROCEDURE FOR CLAIMING BENEFITS UNDER THE PLAN

             (a) Claims for benefits under the Plan made by a Participant or
                 Beneficiary covered by the Plan must be submitted in writing to
                 the Committee. Approved claims will be processed and
                 instructions issued to the Trustee authorizing payments as
                 claimed.

                 If a claim is denied in whole or in part, the Committee shall
                 notify the claimant of its decision by written notice, in a
                 manner calculated to be understood by the claimant. The
                 Committee shall set forth in the notice:

                 (i)    the specific reason or reasons for the denial of the
                        claim;

                 (ii)   the specific references to the pertinent Plan provisions
                        on which the denial is based;

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

                 (v)    an explanation of the Plan's claim review procedure; and

                 (v)    a statement of the claimant's right to bring a civil
                        action in accordance with section 502(a) of ERISA if the
                        claimant's claim is denied upon review.

                 Such notification shall be given within 90 days after the claim
                 is received by the Committee. This period may be extended for
                 another 90 days if the claimant is notified that the extension
                 is necessary due to matters beyond the control of the Plan,
                 before the end of the original 90-day period. Any notice for an
                 extension will explain the reason for the extension and the
                 date by which the Committee expects to rule on the claim.

             (b) Upon denial of a claim in whole or in part, a claimant or his
                 duly authorized representative shall have the right to submit a
                 written request to the Committee for a full and fair review of
                 the denied claim, to submit written comments, documents,
                 records, and other information relating to the claim, and to be
                 provided, upon request and free of charge, access to, and
                 copies of, all documents, records and other information
                 relevant to the claimant's claim for benefits. A request for
                 review of a claim must be submitted within 60 days of receipt
                 by the claimant of written notice of the denial of the claim.

                                       23
<Page>

                 The Committee shall advise the claimant of the results of the
                 review within 60 days after receipt of the written request for
                 review. This period may be extended for another 60 days if the
                 Committee determines that special circumstances require an
                 extension of time for processing the request and if written
                 notice of such extension and circumstances is given to such
                 claimant within the initial 60 day period. Any notice for an
                 extension will explain the reason for the extension and the
                 date by which the Committee expects to rule on the claim.

                 In the event an appeal is denied, the claimant will be notified
                 in writing. The Committee shall set forth in the notice:

                 (i)    the specific reason or reasons for the denial of the
                        claim;

                 (ii)   the specific references to the pertinent Plan provisions
                        on which the denial is based;

                 (iii)  a statement of the claimant's right to receive, upon
                        request and free of charge, reasonable access to, and
                        copies of, all documents, records, and other information
                        relevant to the claimant's claim for benefits; and

                 (iv)   a statement of the claimant's right to bring a civil
                        action in accordance with Section 502(a) of ERISA.

                 The decision of the Committee by majority vote shall be final
                 and binding upon any and all claimants, including but not
                 limited to Participants and their Beneficiaries, and any other
                 individuals making a claim through or under them."

19.  Subsection 5.04(a)(i) of Part A is hereby amended by the deletion of the
     phrase "$90,000" and the substitution in lieu thereof of the following:

     "the dollar limitation specified in Code Section 415(b)(1)(A)(The new limit
     specified in Section 415(b)(1)(A) of the Code shall apply only to
     Participants who are credited with at least one Hour of Service on or after
     the first day of the first Limitation Year beginning after December 31,
     2001.)"

20.  Subsection 5.04(c) of Part A is hereby amended effective January 1, 1998 by
     the addition of the following:

     "For Limitation Years beginning on or after January 1, 1998, for purposes
     of determining Section 415 Compensation, amounts included pursuant to
     Section 125 of the Code shall include amounts not available to a
     Participant in cash in lieu of group health coverage because the
     Participant is unable to certify that he or she has other health coverage.
     An amount will be treated as an amount under Section 125 only if the
     Employer does not request or collect information regarding the
     Participant's other health coverage as part of the enrollment process for
     the health plan."

                                       24
<Page>

21.  Subsection 5.04(e) of Part A is hereby amended by the addition of the
     following at the end thereof:

     "Notwithstanding the foregoing, for Limitation Years beginning on or after
     January 1, 2002, if the benefit payable to a Participant commences prior to
     age 62, the maximum dollar limitation defined in paragraph (a)(i), adjusted
     by paragraph (d), shall be the actuarial equivalent of such amount payable
     at age 62. For purposes of this paragraph, actuarial equivalent shall be
     based on the plan's early retirement reductions or the mortality table
     specified in Code Section 417(e)(3) and an interest rate of 5%, whichever
     produces the smaller amount."

22.  Subsection 5.04(f) of Part A is hereby amended by the addition of the
     following at the end thereof:

     "Notwithstanding the foregoing, effective for Limitation Years beginning on
     or after January 1, 2002, if the benefit payable to a Participant commences
     after his or her attainment of age 65, the dollar limitation defined in
     paragraph (a)(i) above, adjusted by paragraph (d), shall be increased so it
     is the actuarial equivalent of such amount payable commencing at age 65.
     For purposes of this paragraph, actuarial equivalent shall be determined
     using the assumptions in Section 1.01(b) of Part A, or the mortality table
     specified in Code Section 417(e)(3) and an interest rate of 5%, whichever
     produces the smaller increase."

23.  Section 5.04 of Part A is hereby amended by the addition by the addition of
     the following subsection (l) at the end thereof:

     "(l)    Notwithstanding any other Plan provision to the contrary, with
             respect to distributions with Benefit Commencement Dates occurring
             on or after January 1, 2003, the mortality table used for purposes
             of adjusting any benefit or limitation under Section 415(b)(2)(B),
             (C) or (D) of the Code as set forth in Subsections (e), (f), or (g)
             of this Section 5.04 of Part A shall be the mortality table
             specified in Section 417(e)(3) of the Code.

24.  Article 14 of Part A is hereby replaced in its entirety by the following
     effective January 1, 2002:

     "14.01  TOP HEAVY PROVISIONS

             (a) For purposes of this Section, the following terms shall have
                 the meanings indicated below:

                                       25
<Page>

                 (i)    "AGGREGATION GROUP" means either:

                        (A) A "PERMISSIVE AGGREGATION GROUP". The Committee may
                            also include any other qualified plan not required
                            to be included in the Required Aggregation Group,
                            provided the resulting group, taken as a whole,
                            would continue to satisfy the provisions of Sections
                            401(a)(4) and 410 of the Code. Such group shall be
                            known as a Permissive Aggregation Group.

                        (B) A "REQUIRED AGGREGATION GROUP". In determining a
                            Required Aggregation Group hereunder, each qualified
                            plan of the Employer or an Affiliated Employer in
                            which a Key Employee participates and each other
                            plan of the Employer or an Affiliated Employer,
                            including terminated plans maintained within the
                            one-year period ending on the Determination Date,
                            which enables any plan in which a Key Employee
                            participates to meet the requirements of Sections
                            401(a)(4) or 410 of the Code will be required to be
                            aggregated. Such group shall be known as a Required
                            Aggregation Group. Notwithstanding the foregoing,
                            the Required Aggregation Group will not include
                            "safe harbor" plans described in Section 401(k)(12)
                            and 401(m)(11) of the Code.

                            Solely for purposes of determining if the Plan or
                            any other qualified plan in the Required Aggregation
                            Group is a top heavy plan for a Plan Year, the
                            accrued benefits of Non-Key Employees shall be
                            determined for Plan Years beginning after 1986 under
                            the method, if any, which is uniformly applied for
                            accrual purposes under all defined benefit plans
                            maintained by the Employer or Affiliated Employers
                            or, if there is no such method, as if such benefit
                            accrued not more rapidly than under the slowest
                            accrual rate permitted under Section 411(b)(1)(C) of
                            the Code.

                            In no event shall this Plan be considered a top
                            heavy plan if it is part of a Required Aggregation
                            Group or a Permissive Aggregation Group that is not
                            a top heavy group.

                            Only those plans of the Employer or Affiliated
                            Employers in which the determination dates fall
                            within the same calendar year shall be aggregated in
                            order to determine whether such plans are top heavy
                            plans.

                                       26
<Page>

                 (ii)   "DETERMINATION DATE" means the last day of the preceding
                        Plan Year, except that for the first Plan Year the
                        Determination Date is the last day of that Plan Year.

                 (iii)  "EMPLOYEE", "FORMER EMPLOYEE", "KEY EMPLOYEE" and
                        "NON-KEY EMPLOYEE" shall also include Beneficiaries of
                        such an employee.

                 (iv)   "KEY EMPLOYEE" means any employee or former employee
                        (including any deceased employee) of the Employer or an
                        Affiliated Employer who at any time during the Plan Year
                        containing the Determination Date for the Plan Year in
                        question is:

                        (A) An officer of the Employer or Affiliated Employer,
                            if such individual received Section 415 Compensation
                            of more than $130,000 as adjusted. No more than 50
                            employees (or, if lesser, the greater of 3 employees
                            or 10% of the employees) shall be treated as
                            officers (exclusive of employees described in
                            Section 414(q)(8) of the Code).

                        (B) A 5% owner of the Employer or an Affiliated
                            Employer. A "5% owner" means a person owning (or
                            considered as owning, within the meaning of Section
                            318 of the Code) more than 5% of the outstanding
                            stock of the Employer or an Affiliated Employer, or
                            stock possessing more than 5% of the total combined
                            voting power of all stock of the Employer or an
                            Affiliated Employer (or having more than 5% of the
                            capital or profits interest in any Employer or
                            Affiliated Employer that is not a corporation
                            determined under similar principles).

                        (C) A 1% owner of the Employer or an Affiliated Employer
                            having Section 415 Compensation of more than
                            $150,000. A "1% owner" means any person who would be
                            described in paragraph (a)(iv)(B) above if "1%" were
                            substituted for "5%" in each place where it appears
                            in paragraph (a)(iv)(B).

                        A Key Employee shall be determined in accordance with
                        the provisions of Section 416(i) of the Code.

                 (v)    "NON-KEY EMPLOYEE" means an employee who is not a Key
                        Employee, including any employee who is a former Key
                        Employee.

                 (vi)   "VALUATION DATE" means the date used to calculate the
                        value of accrued benefits or account balances for
                        purposes of determining the top heavy ratio specified in
                        paragraph (b) below.

                                       27
<Page>

                        For purposes of this Plan, the Valuation Date shall be
                        the valuation date used for computing the Plan's minimum
                        funding requirements under Section 412 of the Code. For
                        each other plan, the Valuation Date shall be, subject to
                        Section 416 of the Code, the most recent Valuation Date
                        which falls within or ends within the twelve consecutive
                        months ending on the applicable determination date for
                        such plan.

             (b) TOP HEAVY PLAN

                 The Plan shall be deemed a top heavy plan for a Plan Year if,
                 as of the Valuation Date preceding the applicable Determination
                 Date, the sum of (1) the present value of accrued benefits of
                 Key Employees under this Plan and all other defined benefit
                 plans in the Aggregation Group, and (2) the account balances of
                 Key Employees under all defined contribution plans in the
                 Aggregation Group exceeds 60% of the sum of (3) the present
                 value of accrued benefits of all Participants under this Plan
                 and all other defined benefit plans in the Aggregation Group
                 (but excluding Participants who are former Key Employees); and
                 (4) the account balances of all Participants under all defined
                 contribution plans in the Aggregation Group.

                 For purposes of this test, the following rules shall apply:

                 (i)    Subject to subparagraph (ii) below, any distributions
                        from this Plan or any other plan in the Aggregation
                        Group, and any accrued benefit distributed from any
                        other plan in the Aggregation Group during the one-year
                        period ending on the Determination Date (in the case of
                        any distribution made for a reason other than separation
                        from service, death or disability, the five-year period
                        ending on the Determination Date) shall be taken into
                        consideration.

                 (ii)   The benefits of and distributions to all former
                        employees who have not been credited with at least one
                        Hour of Service during the one-year period ending on the
                        Determination Date shall be disregarded, provided,
                        however, that if such former Employee again completes an
                        Hour of Service with the Employer after such one-year
                        period, such former Employee's accounts shall be taken
                        into consideration.

                        Notwithstanding any provision of this paragraph (ii) to
                        the contrary, in any Plan Year in which this Plan is a
                        top heavy Plan, each Non-Key Employee who is also
                        covered under a defined contribution plan of the
                        Employer, shall accrue a Minimum Benefit as provided by
                        this Plan.

                        Notwithstanding any provision of this paragraph (ii) to
                        the contrary, in any Plan Year in which this Plan is a
                        top heavy Plan, each Non-Key Employee who is also
                        covered under a defined contribution plan of the

                                       28
<Page>

                        Employer, shall have credited to his defined
                        contribution plan account a minimum Employer
                        contribution equal to the minimum contribution provided
                        by such defined contribution plan; however, in no event
                        shall the minimum Employer contribution be less than 5%
                        of such Participant's Section 415 Compensation. No
                        Minimum Benefit shall accrue under this Plan.

                 (iii)  If an Employee is a Non-Key Employee for the Plan Year
                        containing the Determination Date, but such individual
                        was a Key Employee during any previous Plan Year, the
                        value of his or her benefits and distributions shall not
                        be taken into consideration.

                 (iv)   Solely for purposes of determining if the Plan or any
                        other plan in the Required Aggregation Group is a top
                        heavy plan for a Plan Year, the accrued benefits under
                        any defined benefit plans of Non-Key Employees shall be
                        determined for Plan Years beginning after 1986 under the
                        method, if any, which is uniformly applied for accrual
                        purposes under all defined benefit plans maintained by
                        the Employer or an Affiliated Employer or, if there is
                        no such method, as if such benefit accrued not more
                        rapidly than under the slowest accrual rate permitted
                        under Section 411(b)(1)(C) of the Code.

                 (v)    The determination of account balances under all defined
                        contribution plans in the Aggregation Group shall be
                        increased for contributions due as of the Determination
                        Date to the extent required under Section 416 of the
                        Code.

                 (vi)   The determination of the present value of accrued
                        benefits under all defined benefit plans in the
                        Aggregation Group shall be based on the interest rate
                        and mortality table specified in Section 1.01(a) of part
                        A.

                 (vii)  Distributions, rollovers and trust to trust transfers
                        shall be taken into consideration to the extent required
                        under Section 416 of the Code.

                 (viii) "Deductible employee contributions" (within the meaning
                        of Section 501(c)(18)(D) of the Code) contributed to any
                        plan in the Aggregation Group shall not be taken into
                        consideration.

                 The calculation of the top heavy ratio shall be made in
                 accordance with the provisions of Section 416 of the Code.

             (c) Notwithstanding any other provision of the Plan to the
                 contrary, for any Plan Year in which the Plan is deemed to be a
                 top heavy plan, the following provisions shall apply:

                                       29
<Page>

                 (i)    MINIMUM VESTING

                        Any Participant who completes an Hour of Service in a
                        Plan Year in which the Plan is deemed to be a top heavy
                        plan shall have a nonforfeitable interest in a
                        percentage of his or her Accrued Benefit determined by
                        multiplying the Accrued Benefit by the applicable
                        percentage from the following schedule:

<Table>
<Caption>
                        YEARS OF VESTING SERVICE             VESTED PERCENTAGE
                        <S>                                         <C>
                        Less than 3 years                             0 %
                        3 or more years                             100 %
</Table>

                        Furthermore, if the vesting schedule under the Plan for
                        any Plan Year shifts into or out of the above schedule
                        because of the Plan's top heavy status, such shift shall
                        be regarded as an amendment to the Plan's vesting
                        schedule.

                        The provisions of this paragraph (c)(i) shall not be
                        applied to reduce the Participant's vested percentage
                        computed in accordance with the provisions of the Plan.

                 (ii)   MINIMUM BENEFIT

                        Each Participant who is a Non-Key Employee shall have an
                        Accrued Benefit calculated as of the last day of the top
                        heavy Plan Year or, if earlier, as of his or her
                        Severance from Service Date occurring during such Plan
                        Year, at least equal to the product of (A) 2% of his or
                        her Section 415 Compensation (as defined in Section
                        415(c) of the Code) from an Employer or Affiliated
                        Employer during the five consecutive years for which the
                        Participant had the highest Compensation, and (B) his or
                        her years of Benefit Service up to a maximum of ten
                        years. For purposes of this paragraph (ii), years of
                        Benefit Service shall not include Plan Years during
                        which the Plan is not a top heavy plan nor a Plan Year
                        in which no Key or former Key Employee benefits under
                        the Plan.

                        For purposes of this Plan, the minimum annual retirement
                        benefit means a benefit payable annually in the form of
                        a single life annuity (with no ancillary benefits)
                        beginning at a Participant's Normal Retirement Date.

                        If a Non-Key Employee participates in a defined
                        contribution plan included in the Aggregation Group, the
                        minimum benefit shall be provided under this Subsection
                        (ii).

                 (iii)  In any Plan Year that the Plan ceases to be top heavy,
                        the above provisions shall no longer apply, except that
                        the portion of a Participant's

                                       30
<Page>

                        Accrued Benefit which was vested pursuant to paragraph
                        (i) above shall remain vested."

25.  Section 1.02 of Part B is hereby amended by the addition of the following
     at the end thereof:

     "Notwithstanding any other Plan provision to the contrary, with respect to
     lump sum distributions made on or after January 1, 2003, Actuarial
     Equivalence shall be determined based on the mortality table specified in
     Section 417(e)(3) of the Code and an interest rate equal to the rate
     defined in Section 417(e)(3)(A)(ii)(II) of the Code for the November
     immediately preceding the Plan Year of distribution."

26.  Section 1.12 of Part B is hereby amended effective January 1, 1998 by the
     addition of the following at the end thereof:

     "For purposes of this definition of Compensation, contributions pursuant to
     a cafeteria plan established under Section 125 of the Code shall include
     any amounts not available to a Participant in cash in lieu of group health
     coverage because the Participant is unable to certify that he or she has
     other health coverage. An amount will be treated as a contribution under
     Section 125 of the Code only if the Employer does not request or collect
     information regarding the Participant's other health coverage as part of
     the enrollment process for the health plan."

27.  Section 1.12 of Part B is hereby further amended by the addition of the
     following at the end thereof:

     "Notwithstanding any provision of the Plan the contrary, in no event shall
     a Participant's Compensation taken into account under the Plan for any Plan
     Year beginning on or after January 1, 2002 exceed the applicable limit
     specified in Code Section 401(a)(17)(A) for any Plan Year. This dollar
     limit on Compensation shall be adjusted for cost-of-living increases in
     accordance with Section 401(a)(17)(B) of the Code. The cost-of-living
     adjustment shall apply only to Compensation taken into account for Plan
     Years beginning with the Plan Year in which such increase is effective.

     For purposes of determining benefit accruals in Plan Years beginning after
     December 31, 2001 for Participants who earn an Hour of Service after
     December 31, 2001, Compensation for any prior Plan Year shall be limited to
     $200,000."

28.  Article VIII of Part B is hereby amended effective as of January 1, 2003 by
     the addition of the following new Section 8.01:

     "8.01   MINIMUM DISTRIBUTION REQUIREMENTS

             (g) GENERAL RULES

                                       31
<Page>

                 (k)    EFFECTIVE DATE. The provisions of this Section 8.01 will
                        apply for purposes of determining required minimum
                        distributions for calendar years beginning with the 2003
                        calendar year.

                 (viii) PRECEDENCE. The requirements of this article will take
                        precedence over any inconsistent provisions of the Plan.

                 (ix)   REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED. All
                        distributions required under this Section 8.01 will be
                        determined and made in accordance with the Treasury
                        regulations under Section 401(a)(9) of the Code.

                 (x)    TEFRA SECTION 242(b)(2) ELECTIONS. Notwithstanding the
                        other provisions of this Section 8.01, other than
                        paragraph (a)(iii) above, distributions may be made
                        under a designation made before January 1, 1984, in
                        accordance with Section 242(b)(2) of the Tax Equity and
                        Fiscal Responsibility Act ("TEFRA") and the provisions
                        of the Plan that relate to Section 242(b)(2) of TEFRA.

             (h) TIME AND MANNER OF DISTRIBUTION

                 (k)    REQUIRED BEGINNING DATE. The Participant's entire
                        interest will be distributed, or begin to be
                        distributed, to the Participant no later than the
                        Participant's Required Beginning Date.

                 (ii)   DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN. If the
                        Participant dies before distributions begin, the
                        Participant's entire interest will be distributed, or
                        begin to be distributed, no later than as follows:

                        (A) If the Participant's surviving Spouse is the
                            Participant's sole Designated Beneficiary, then
                            distributions to the surviving Spouse will begin by
                            December 31 of the calendar year immediately
                            following the calendar year in which the Participant
                            died, or by December 31 of the calendar year in
                            which the Participant would have attained age 70
                            1/2, if later.

                        (B) If the Participant's surviving Spouse is not the
                            Participant's sole Designated Beneficiary, then
                            distributions to the Designated Beneficiary will
                            begin by December 31 of the calendar year
                            immediately following the calendar year in which the
                            Participant died.

                                       32
<Page>

                        (C) If there is no Designated Beneficiary as of
                            September 30 of the year following the year of the
                            Participant's death, the Participant's entire
                            interest will be distributed by December 31 of the
                            calendar year containing the fifth anniversary of
                            the Participant's death.

                        (D) If the Participant's surviving Spouse is the
                            Participant's sole Designated Beneficiary and the
                            surviving Spouse dies after the Participant but
                            before distributions to the surviving Spouse begin,
                            this Subsection 8.01(b)(ii), other than Subsection
                            8.01(b)(ii)(A), will apply as if the surviving
                            Spouse were the Participant.

                        For purposes of this Subsection 8.01(b)(ii) and
                        Subsection 8.01(e), distributions are considered to
                        begin on the Participant's Required Beginning Date (or,
                        if Subsection 8.01(b)(ii)(D) applies, the date
                        distributions are required to begin to the surviving
                        Spouse under Subsection 8.01(b)(ii)(A). If annuity
                        payments irrevocably commence to the Participant before
                        the Participant's Required Beginning Date (or to the
                        Participant's surviving Spouse before the date
                        distributions are required to begin to the surviving
                        Spouse under Subsection 8.01(b)(ii)(A), the date
                        distributions are considered to begin is the date
                        distributions actually commence.

                 (iii)  FORM OF DISTRIBUTION. Unless the Participant's interest
                        is distributed in the form of an annuity purchased from
                        an insurance company or in a single sum on or before the
                        Required Beginning Date, as of the first Distribution
                        Calendar Year distributions will be made in accordance
                        with Sections (c), (d) and (e) of this Section 8.01. If
                        the Participant's interest is distributed in the form of
                        an annuity purchased from an insurance company,
                        distributions thereunder will be made in accordance with
                        the requirements of Section 401(a)(9) of the Code and
                        the Treasury regulations. Any part of the Participant's
                        interest which is in the form of an individual account
                        described in Section 414(k) of the Code will be
                        distributed in a manner satisfying the requirements of
                        section 401(a)(9) of the Code and the Treasury
                        regulations that apply to individual accounts.

             (i) DETERMINATION OF AMOUNT TO BE DISTRIBUTED EACH YEAR

                 (i)    GENERAL ANNUITY REQUIREMENTS. If the Participant's
                        interest is paid in the form of annuity distributions
                        under the plan, payments under the annuity will satisfy
                        the following requirements:

                                       33
<Page>

                        (A) the annuity distributions will be paid in periodic
                            payments made at intervals not longer than one year;

                        (B) the distribution period will be over a life (or
                            lives) or over a period certain not longer than the
                            period described in Subsection (d) or (e);

                        (C) once payments have begun over a period certain, the
                            period certain will not be changed even if the
                            period certain is shorter than the maximum
                            permitted;

                        (D) payments will either be nonincreasing or increase
                            only as follows:

                            (1)  by an annual percentage increase that does not
                                 exceed the annual percentage increase in a
                                 cost-of-living index that is based on prices of
                                 all items and issued by the Bureau of Labor
                                 Statistics;

                            (2)  to the extent of the reduction in the amount of
                                 the Participant's payments to provide for a
                                 survivor benefit upon death, but only if the
                                 Beneficiary whose life was being used to
                                 determine the distribution period described in
                                 Subsection (d) dies or is no longer the
                                 Participant's Beneficiary pursuant to a
                                 Qualified Domestic Relations Order within the
                                 meaning of section 414(p);

                            (3)  to provide cash refunds of employee
                                 contributions upon the Participant's death; or

                            (4)  to pay increased benefits that result from a
                                 Plan amendment.

                 (ii)   AMOUNT REQUIRED TO BE DISTRIBUTED BY REQUIRED BEGINNING
                        DATE. The amount that must be distributed on or before
                        the Participant's Required Beginning Date (or, if the
                        Participant dies before distributions begin, the date
                        distributions are required to begin under Subsection
                        8.01(b)(ii)(A) or (B) is the payment that is required
                        for one payment interval. The second payment need not be
                        made until the end of the next payment interval even if
                        that payment interval ends in the next calendar year.
                        Payment intervals are the periods for which payments are
                        received, e.g., bi-monthly, monthly, semi-annually, or
                        annually. All of the Participant's benefit accruals as
                        of the last day of the first Distribution Calendar Year
                        will be included in the calculation of the

                                       34
<Page>

                        amount of the annuity payments for payment intervals
                        ending on or after the Participant's Required Beginning
                        Date.

                 (iii)  ADDITIONAL ACCRUALS AFTER FIRST DISTRIBUTION CALENDAR
                        YEAR. Any additional benefits accruing to the
                        Participant in a calendar year after the first
                        Distribution Calendar Year will be distributed beginning
                        with the first payment interval ending in the calendar
                        year immediately following the calendar year in which
                        such amount accrues.

             (d) REQUIREMENTS FOR ANNUITY DISTRIBUTIONS THAT COMMENCE DURING
                 PARTICIPANT'S LIFETIME

                 (i)    JOINT LIFE ANNUITIES WHERE THE BENEFICIARY IS NOT THE
                        PARTICIPANT'S SPOUSE. If the Participant's interest is
                        being distributed in the form of a Joint and Survivor
                        Annuity for the joint lives of the Participant and a
                        nonspouse Beneficiary, annuity payments to be made on or
                        after the Participant's Required Beginning Date to the
                        Designated Beneficiary after the Participant's death
                        must not at any time exceed the applicable percentage of
                        the annuity payment for such period that would have been
                        payable to the Participant using the table set forth in
                        Q&A-2 of Section 1.401(a)(9)-6T of the Treasury
                        regulations. If the form of distribution combines a
                        Joint and Survivor Annuity for the joint lives of the
                        Participant and a nonspouse Beneficiary and a period
                        certain annuity, the requirement in the preceding
                        sentence will apply to annuity payments to be made to
                        the Designated Beneficiary after the expiration of the
                        period certain.

                 (ii)   PERIOD CERTAIN ANNUITIES. Unless the Participant's
                        Spouse is the sole Designated Beneficiary and the form
                        of distribution is a period certain and no life annuity,
                        the period certain for an annuity distribution
                        commencing during the Participant's lifetime may not
                        exceed the applicable distribution period for the
                        Participant under the Uniform Lifetime Table set forth
                        in Section 1.401(a)(9)-9 of the Treasury regulations for
                        the calendar year that contains the Benefit Commencement
                        Date. If the Benefit Commencement Date precedes the year
                        in which the Participant reaches age 70, the applicable
                        distribution period for the Participant is the
                        distribution period for age 70 under the Uniform
                        Lifetime Table set forth in Section 1.401(a)(9)-9 of the
                        Treasury regulations plus the excess of 70 over the age
                        of the Participant as of the Participant's birthday in
                        the year that contains the Benefit Commencement Date. If
                        the Participant's Spouse is the Participant's sole
                        Designated Beneficiary and the form of distribution is a
                        period certain and no life annuity, the period certain
                        may not exceed the longer of the Participant's
                        applicable distribution period, as determined under this
                        Subsection (d)(ii), or the joint life and last

                                       35
<Page>

                        survivor expectancy of the Participant and the
                        Participant's Spouse as determined under the Joint and
                        Last Survivor Table set forth in Section 1.401(a)(9)-9
                        of the Treasury regulations, using the Participant's and
                        Spouse's attained ages as of the Participant's and
                        Spouse's birthdays in the calendar year that contains
                        the Benefit Commencement Date.

             (e) REQUIREMENTS FOR MINIMUM DISTRIBUTIONS WHERE PARTICIPANT DIES
                 BEFORE DATE DISTRIBUTIONS BEGIN

                 (i)    PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. If the
                        Participant dies before the date distribution of his or
                        her interest begins and there is a Designated
                        Beneficiary, the Participant's entire interest will be
                        distributed, beginning no later than the time described
                        in Subsection (b)(ii)(A) or (B), over the life of the
                        Designated Beneficiary or over a period certain not
                        exceeding:

                        (A) unless the Benefit Commencement Date is before the
                            first Distribution Calendar Year, the Life
                            Expectancy of the Designated Beneficiary determined
                            using the Beneficiary's age as of the Beneficiary's
                            birthday in the calendar year immediately following
                            the calendar year of the Participant's death; or

                        (B) if the Benefit Commencement Date is before the first
                            Distribution Calendar Year, the Life Expectancy of
                            the Designated Beneficiary determined using the
                            Beneficiary's age as of the Beneficiary's birthday
                            in the calendar year that contains the Benefit
                            Commencement Date.

                 (ii)   NO DESIGNATED BENEFICIARY. If the Participant dies
                        before the date distributions begin and there is no
                        Designated Beneficiary as of September 30 of the year
                        following the year of the Participant's death,
                        distribution of the Participant's entire interest will
                        be completed by December 31 of the calendar year
                        containing the fifth anniversary of the Participant's
                        death

                 (iii)  DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO
                        SURVIVING SPOUSE BEGIN. If the Participant dies before
                        the date distribution of his or her interest begins, the
                        Participant's surviving Spouse is the Participant's sole
                        Designated Beneficiary, and the surviving Spouse dies
                        before distributions to the surviving Spouse begin, this
                        Subsection (e) will apply as if the surviving Spouse
                        were the Participant, except that the time by which
                        distributions must begin will be determined without
                        regard to Subsection (b)(ii)(A).

                                       36
<Page>

             (f) DEFINITIONS

                 (i)    DESIGNATED BENEFICIARY. The individual who is designated
                        as the Beneficiary and is the designated beneficiary
                        under Section 401(a)(9) of the Code and Section
                        1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

                 (ii)   DISTRIBUTION CALENDAR YEAR. A calendar year for which a
                        minimum distribution is required. For distributions
                        beginning before the Participant's death, the first
                        Distribution Calendar Year is the calendar year
                        immediately preceding the calendar year which contains
                        the Participant's Required Beginning Date. For
                        distributions beginning after the Participant's death,
                        the first Distribution Calendar Year is the calendar
                        year in which distributions are required to begin
                        pursuant to Subsection (b)(ii).

                 (iii)  LIFE EXPECTANCY. Life expectancy as computed by use of
                        the Single Life Table in Section 1.401(a)(9)-9 of the
                        Treasury regulations.

                 (iv)   REQUIRED BEGINNING DATE. The date described in Section
                        5.06(b) of the Plan."

29.  Subsection 14.17(b)(i) of Part B is hereby amended by the addition of the
     following at the end thereof:

     "Effective for distributions after December 31, 2001,

     (1)     an Eligible Rollover Distribution does not include any hardship
             distribution, and

     (2)     a portion of a distribution shall not fail to be an Eligible
             Rollover Distribution merely because the portion consists of
             after-tax employee contributions which are not includible in gross
             income. However, such portion may be paid only to an individual
             retirement account or annuity described in Section 408(a) or (b) of
             the Code, or to a qualified defined contribution plan described in
             Section 401(a) or 403(a) of the Code which agrees to separately
             account for amounts so transferred, including separately accounting
             for the portion of such distribution which is includible in gross
             income and the portion of such distribution which is not so
             includible."

30.  Subsection 14.17(b)(ii) of Part B is hereby amended by the addition of the
     following at the end thereof:

     "Effective for distributions after December 31, 2001, an Eligible
     Retirement Plan shall also mean an annuity contract described in Section
     403(b) of the Code and an eligible plan under Section 457(b) of the Code
     which is maintained by an eligible employer described in Section
     457(e)(1)(A) of the Code.

                                       37
<Page>

     The definition of Eligible Retirement Plan shall also apply in the case of
     a distribution to a surviving Spouse, or to a Spouse or former Spouse who
     is the Alternate Payee under a qualified domestic relations order, as
     defined in Code Section 414(p)."

31.  Article XI of part B is hereby amended effective for claims filed on or
     after January 1, 2003 by the deletion of Section 11.11 and the substitution
     in lieu thereof of the following:

     "11.1.1 PROCEDURE FOR CLAIMING BENEFITS UNDER THE PLAN

             (a) Claims for benefits under the Plan made by a Participant or
                 Beneficiary covered by the Plan must be submitted in writing to
                 the Committee. Approved claims will be processed and
                 instructions issued to the Trustee authorizing payments as
                 claimed.

                 If a claim is denied in whole or in part, the Committee shall
                 notify the claimant of its decision by written notice, in a
                 manner calculated to be understood by the claimant. The
                 Committee shall set forth in the notice:

                 (i)    the specific reason or reasons for the denial of the
                        claim;

                 (ii)   the specific references to the pertinent Plan provisions
                        on which the denial is based;

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

                 (vi)   an explanation of the Plan's claim review procedure; and

                 (v)    a statement of the claimant's right to bring a civil
                        action in accordance with section 502(a) of ERISA if the
                        claimant's claim is denied upon review.

                 Such notification shall be given within 90 days after the claim
                 is received by the Committee. This period may be extended for
                 another 90 days if the claimant is notified that the extension
                 is necessary due to matters beyond the control of the Plan,
                 before the end of the original 90-day period. Any notice for an
                 extension will explain the reason for the extension and the
                 date by which the Committee expects to rule on the claim.

             (b) Upon denial of a claim in whole or in part, a claimant or his
                 duly authorized representative shall have the right to submit a
                 written request to the Committee for a full and fair review of
                 the denied claim, to submit written comments, documents,
                 records, and other information relating to the claim, and to be

                                       38
<Page>

                 provided, upon request and free of charge, access to, and
                 copies of, all documents, records and other information
                 relevant to the claimant's claim for benefits. A request for
                 review of a claim must be submitted within 60 days of receipt
                 by the claimant of written notice of the denial of the claim.

                 The Committee shall advise the claimant of the results of the
                 review within 60 days after receipt of the written request for
                 review. This period may be extended for another 60 days if the
                 Committee determines that special circumstances require an
                 extension of time for processing the request and if written
                 notice of such extension and circumstances is given to such
                 claimant within the initial 60 day period. Any notice for an
                 extension will explain the reason for the extension and the
                 date by which the Committee expects to rule on the claim.

                 In the event an appeal is denied, the claimant will be notified
                 in writing. The Committee shall set forth in the notice:

                 (i)    the specific reason or reasons for the denial of the
                        claim;

                 (ii)   the specific references to the pertinent Plan provisions
                        on which the denial is based;

                 (iii)  a statement of the claimant's right to receive, upon
                        request and free of charge, reasonable access to, and
                        copies of, all documents, records, and other information
                        relevant to the claimant's claim for benefits; and

                 (iv)   a statement of the claimant's right to bring a civil
                        action in accordance with Section 502(a) of ERISA.

                 The decision of the Committee by majority vote shall be final
                 and binding upon any and all claimants, including but not
                 limited to Participants and their Beneficiaries, and any other
                 individuals making a claim through or under them."

32.  Subsection 5.04(d)(iv) of Part B is hereby amended by the deletion of the
     phrase "$90,000" wherever it appears and the substitution in lieu thereof
     of the following:

     "the dollar limitation specified in Code Section 415(b)(1)(A)."

     And further amended by the addition of the following at the end thereof:

     "The new limit specified in Section 415(b)(1)(A) of the Code shall apply
     only to Participants who are credited with at least one Hour of Service on
     or after the first day of the first Limitation Year beginning after
     December 31, 2001."

33.  Subsection 5.04(d)(iii) of Part B is hereby amended effective January 1,
     1998 by the addition of the following:

                                       39
<Page>

     "For Limitation Years beginning on or after January 1, 1998, for purposes
     of determining Section 415 Compensation, amounts included pursuant to
     Section 125 of the Code shall include amounts not available to a
     Participant in cash in lieu of group health coverage because the
     Participant is unable to certify that he or she has other health coverage.
     An amount will be treated as an amount under Section 125 only if the
     Employer does not request or collect information regarding the
     Participant's other health coverage as part of the enrollment process for
     the health plan."

34.  Subsection 5.04(d)(x)(c) of Part B is hereby deleted.

35.  Subsection 5.04(d)(x)(D) of Part B is hereby amended by the addition of the
     following at the end thereof:

     "Notwithstanding the foregoing, for Limitation Years beginning on or after
     January 1, 2002, if the benefit payable to a Participant commences prior to
     age 62, the maximum dollar limitation defined in paragraph (a)(i), adjusted
     by paragraph (d), shall be the actuarial equivalent of such amount payable
     at age 62. For purposes of this paragraph, actuarial equivalent shall be
     based on the plan's early retirement reductions or the mortality table
     specified in Code Section 417(e)(3) and an interest rate of 5%, whichever
     produces the smaller amount."

36.  Subsection 504(d)(x)(E) of Part B is hereby amended by the addition of the
     following at the end thereof:

     "Notwithstanding the foregoing, effective for Limitation Years beginning on
     or after January 1, 2002, if the benefit payable to a Participant commences
     after his or her attainment of age 65, the dollar limitation defined in
     paragraph (a)(i) above, adjusted by paragraph (d), shall be increased so it
     is the actuarial equivalent of such amount payable commencing at age 65.
     For purposes of this paragraph, actuarial equivalent shall be determined
     using the assumptions in Section 1.02(d), or the mortality table specified
     in Code Section 417(e)(3) and an interest rate of 5%, whichever produces
     the smaller increase."

37.  Section 5.04(d)(x) of Part B is hereby amended by the addition of the
     following subsection (F) at the end thereof:

     "(F)    Notwithstanding any other Plan provision to the contrary, with
             respect to distributions with benefit commencement dates occurring
             on or after January 1, 2003 the mortality table used for purposes
             of adjusting any benefit or limitation under Section 415(b)(2)(B),
             (C) or (D) of the Code shall be the mortality table specified in
             Section 417(e)(3) of the Code."

38.  Article XV of Part B is hereby replaced in its entirety by the following
     effective January 1, 2002]:

                                       40
<Page>

     "15.01  TOP HEAVY PROVISIONS

             (a) For purposes of this Section, the following terms shall have
                 the meanings indicated below:

                 (i)    "AGGREGATION GROUP" means either:

                        (A) A "PERMISSIVE AGGREGATION GROUP". The Committee may
                            also include any other qualified plan not required
                            to be included in the Required Aggregation Group,
                            provided the resulting group, taken as a whole,
                            would continue to satisfy the provisions of Sections
                            401(a)(4) and 410 of the Code. Such group shall be
                            known as a Permissive Aggregation Group.

                        (B) A "REQUIRED AGGREGATION GROUP". In determining a
                            Required Aggregation Group hereunder, each qualified
                            plan of the Employer or an Affiliated Employer in
                            which a Key Employee participates and each other
                            plan of the Employer or an Affiliated Employer,
                            including terminated plans maintained within the
                            one-year period ending on the Determination Date,
                            which enables any plan in which a Key Employee
                            participates to meet the requirements of Sections
                            401(a)(4) or 410 of the Code will be required to be
                            aggregated. Such group shall be known as a Required
                            Aggregation Group. Notwithstanding the foregoing,
                            the Required Aggregation Group will not include
                            "safe harbor" plans described in Section 401(k)(12)
                            and 401(m)(11) of the Code.

                            Solely for purposes of determining if the Plan or
                            any other qualified plan in the Required Aggregation
                            Group is a top heavy plan for a Plan Year, the
                            accrued benefits of Non-Key Employees shall be
                            determined for Plan Years beginning after 1986 under
                            the method, if any, which is uniformly applied for
                            accrual purposes under all defined benefit plans
                            maintained by the Employer or Affiliated Employers
                            or, if there is no such method, as if such benefit
                            accrued not more rapidly than under the slowest
                            accrual rate permitted under Section 411(b)(1)(C) of
                            the Code.

                            In no event shall this Plan be considered a top
                            heavy plan if it is part of a Required Aggregation
                            Group or a Permissive Aggregation Group that is not
                            a top heavy group.

                            Only those plans of the Employer or Affiliated
                            Employers in which the determination dates fall
                            within the same calendar year

                                       41
<Page>

                            shall be aggregated in order to determine whether
                            such plans are top heavy plans.

                 (ii)   "DETERMINATION DATE" means the last day of the preceding
                        Plan Year, except that for the first Plan Year the
                        Determination Date is the last day of that Plan Year.

                 (iii)  "EMPLOYEE", "FORMER EMPLOYEE", "KEY EMPLOYEE" and
                        "NON-KEY EMPLOYEE" shall also include Beneficiaries of
                        such an employee.

                 (iv)   "KEY EMPLOYEE" means any employee or former employee
                        (including any deceased employee) of the Employer or an
                        Affiliated Employer who at any time during the Plan Year
                        containing the Determination Date for the Plan Year in
                        question is:

                        (A) An officer of the Employer or Affiliated Employer,
                            if such individual received Section 415 Compensation
                            of more than $130,000 as adjusted. No more than 50
                            employees (or, if lesser, the greater of 3 employees
                            or 10% of the employees) shall be treated as
                            officers (exclusive of employees described in
                            Section 414(q)(8) of the Code).

                        (B) A 5% owner of the Employer or an Affiliated
                            Employer. A "5% owner" means a person owning (or
                            considered as owning, within the meaning of Section
                            318 of the Code) more than 5% of the outstanding
                            stock of the Employer or an Affiliated Employer, or
                            stock possessing more than 5% of the total combined
                            voting power of all stock of the Employer or an
                            Affiliated Employer (or having more than 5% of the
                            capital or profits interest in any Employer or
                            Affiliated Employer that is not a corporation
                            determined under similar principles).

                        (C) A 1% owner of the Employer or an Affiliated Employer
                            having Section 415 Compensation of more than
                            $150,000. A "1% owner" means any person who would be
                            described in paragraph (a)(iv)(B) above if "1%" were
                            substituted for "5%" in each place where it appears
                            in paragraph (a)(iv)(B).

                        A Key Employee shall be determined in accordance with
                        the provisions of Section 416(i) of the Code.

                 (v)    "NON-KEY EMPLOYEE" means an employee who is not a Key
                        Employee, including any employee who is a former Key
                        Employee.

                                       42
<Page>

                 (vi)   "VALUATION DATE" means the date used to calculate the
                        value of accrued benefits or account balances for
                        purposes of determining the top heavy ratio specified in
                        paragraph (b) below.

                        For purposes of this Plan, the Valuation Date shall be
                        the valuation date used for computing the Plan's minimum
                        funding requirements under Section 412 of the Code. For
                        each other plan, the Valuation Date shall be, subject to
                        Section 416 of the Code, the most recent Valuation Date
                        which falls within or ends within the twelve consecutive
                        months ending on the applicable determination date for
                        such plan.

             (b) TOP HEAVY PLAN

                 The Plan shall be deemed a top heavy plan for a Plan Year if,
                 as of the Valuation Date preceding the applicable Determination
                 Date, the sum of (1) the present value of accrued benefits of
                 Key Employees under this Plan and all other defined benefit
                 plans in the Aggregation Group, and (2) the account balances of
                 Key Employees under all defined contribution plans in the
                 Aggregation Group exceeds 60% of the sum of (3) the present
                 value of accrued benefits of all Participants under this Plan
                 and all other defined benefit plans in the Aggregation Group
                 (but excluding Participants who are former Key Employees); and
                 (4) the account balances of all Participants under all defined
                 contribution plans in the Aggregation Group.

                 For purposes of this test, the following rules shall apply:

                 (i)    Subject to subparagraph (ii) below, any distributions
                        from this Plan or any other plan in the Aggregation
                        Group, and any accrued benefit distributed from any
                        other plan in the Aggregation Group during the one-year
                        period ending on the Determination Date (in the case of
                        any distribution made for a reason other than separation
                        from service, death or disability, the five-year period
                        ending on the Determination Date) shall be taken into
                        consideration.

                 (ii)   The benefits of and distributions to all former
                        employees who have not been credited with at least one
                        Hour of Service during the one-year period ending on the
                        Determination Date shall be disregarded, provided,
                        however, that if such former Employee again completes an
                        Hour of Service with the Employer after such one-year
                        period, such former Employee's accounts shall be taken
                        into consideration.

                        Notwithstanding any provision of this paragraph (ii) to
                        the contrary, in any Plan Year in which this Plan is a
                        top heavy Plan, each Non-Key Employee who is also
                        covered under a defined contribution plan of the
                        Employer, shall accrue a Minimum Benefit as provided by
                        this Plan.

                                       43
<Page>

                        Notwithstanding any provision of this paragraph (ii) to
                        the contrary, in any Plan Year in which this Plan is a
                        top heavy Plan, each Non-Key Employee who is also
                        covered under a defined contribution plan of the
                        Employer, shall have credited to his defined
                        contribution plan account a minimum Employer
                        contribution equal to the minimum contribution provided
                        by such defined contribution plan; however, in no event
                        shall the minimum Employer contribution be less than 5%
                        of such Participant's Section 415 Compensation. No
                        Minimum Benefit shall accrue under this Plan.

                 (iii)  If an Employee is a Non-Key Employee for the Plan Year
                        containing the Determination Date, but such individual
                        was a Key Employee during any previous Plan Year, the
                        value of his or her benefits and distributions shall not
                        be taken into consideration.

                 (iv)   Solely for purposes of determining if the Plan or any
                        other plan in the Required Aggregation Group is a top
                        heavy plan for a Plan Year, the accrued benefits under
                        any defined benefit plans of Non-Key Employees shall be
                        determined for Plan Years beginning after 1986 under the
                        method, if any, which is uniformly applied for accrual
                        purposes under all defined benefit plans maintained by
                        the Employer or an Affiliated Employer or, if there is
                        no such method, as if such benefit accrued not more
                        rapidly than under the slowest accrual rate permitted
                        under Section 411(b)(1)(C) of the Code.

                 (v)    The determination of account balances under all defined
                        contribution plans in the Aggregation Group shall be
                        increased for contributions due as of the Determination
                        Date to the extent required under Section 416 of the
                        Code.

                 (vi)   The determination of the present value of accrued
                        benefits under all defined benefit plans in the
                        Aggregation Group shall be based on the interest rate
                        and mortality table specified in Section 1.02.

                 (vii)  Distributions, rollovers and trust to trust transfers
                        shall be taken into consideration to the extent required
                        under Section 416 of the Code.

                 (viii) "Deductible employee contributions" (within the meaning
                        of Section 501(c)(18)(D) of the Code) contributed to any
                        plan in the Aggregation Group shall not be taken into
                        consideration.

                 The calculation of the top heavy ratio shall be made in
                 accordance with the provisions of Section 416 of the Code.

                                       44
<Page>

             (c) Notwithstanding any other provision of the Plan to the
                 contrary, for any Plan Year in which the Plan is deemed to be a
                 top heavy plan, the following provisions shall apply:

                 (i)    MINIMUM VESTING

                        Any Participant who completes an Hour of Service in a
                        Plan Year in which the Plan is deemed to be a top heavy
                        plan shall have a nonforfeitable interest in a
                        percentage of his or her Accrued Benefit determined by
                        multiplying the Accrued Benefit by the applicable
                        percentage from the following schedule:

<Table>
<Caption>
                        YEARS OF VESTING SERVICE             VESTED PERCENTAGE
                        <S>                                           <C>
                        Less than 3 years                               0 %
                        3 or more years                               100 %
</Table>

                        Furthermore, if the vesting schedule under the Plan for
                        any Plan Year shifts into or out of the above schedule
                        because of the Plan's top heavy status, such shift shall
                        be regarded as an amendment to the Plan's vesting
                        schedule.

                        The provisions of this paragraph (c)(i) shall not be
                        applied to reduce the Participant's vested percentage
                        computed in accordance with the provisions of the Plan.

                 (ii)   MINIMUM BENEFIT

                        Each Participant who is a Non-Key Employee shall have an
                        Accrued Benefit calculated as of the last day of the top
                        heavy Plan Year or, if earlier, as of his or her
                        Severance from Service Date occurring during such Plan
                        Year, at least equal to the product of (A) 2% of his or
                        her Section 415 Compensation (as defined in Section
                        415(c) of the Code) from an Employer or Affiliated
                        Employer during the five consecutive years for which the
                        Participant had the highest Compensation, and (B) his or
                        her years of Benefit Service up to a maximum of ten
                        years. For purposes of this paragraph (ii), years of
                        Benefit Service shall not include Plan Years during
                        which the Plan is not a top heavy plan nor a Plan Year
                        in which no Key or former Key Employee benefits under
                        the Plan.

                        For purposes of this Plan, the minimum annual retirement
                        benefit means a benefit payable annually in the form of
                        a single life annuity (with no ancillary benefits)
                        beginning at a Participant's Normal Retirement Date.

                                       45
<Page>

                        If a Non-Key Employee participates in a defined
                        contribution plan included in the Aggregation Group, the
                        minimum benefit shall be provided under this Plan.

                 (iii)  In any Plan Year that the Plan ceases to be top heavy,
                        the above provisions shall no longer apply, except that
                        the portion of a Participant's Accrued Benefit which was
                        vested pursuant to paragraph (i) above shall remain
                        vested."

     IN WITNESS WHEREOF, the Sponsoring Employer has caused this amendment to be
executed by its duly authorized representative and its seal affixed hereto on
this 28h day of October, 2002.

                                           WATTS INDUSTRIES, INC.


                                           By: /s/ William C. McCartney

(Seal)

                                       46

</TEXT>
</DOCUMENT>
