NATIONAL OILWELL INC, S-8, 1998-02-17

NATIONAL OILWELL INC
S-8, 1998-02-17
INDUSTRIAL MACHINERY & EQUIPMENT

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<PAGE> 1

As filed with the Securities and Exchange Commission on February 17, 1998

Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------

NATIONAL-OILWELL, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 76-0475815
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation of Organization)

5555 San Felipe
Houston, Texas 77056
(713) 960-5100
(Address of Principal Executive Offices)

NATIONAL-OILWELL RETIREMENT AND THRIFT PLAN
(Full Title of the Plan)

Joel V. Staff
Chairman, President and Chief Executive Officer
National-Oilwell, Inc.
5555 San Felipe
Houston, Texas 77056
(Name and Address of Agent for Service)

(713) 960-5100
(Telephone Number, Including Area Code, of Agent For Service)

--------------------
Copy to:
David R. King, Esq.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103
(215) 963-5371

--------------------
<TABLE>
<CAPTION>

CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Securities Proposed Maximum Proposed Maximum
To Be Amount To Be Offering Price Aggregate Amount Of
Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee (3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 500,000 $29.03125 $14,515,625 $4,283
$.01 per share
============================== ========================= ========================= ========================== ====================
</TABLE>

(1) This registration statement covers shares of Common Stock of
National-Oilwell, Inc. which may be offered or sold pursuant to the
National-Oilwell Retirement and Thrift Plan. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described
herein. Pursuant to Rule 457(h)(2), no separate registration fee is
required with respect to the interests in the plan. This registration
statement also relates to an indeterminate number of shares of Common
Stock that may be issued upon stock splits, stock dividends or similar
transactions in accordance with Rule 416.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
the purpose of calculating the registration fee, based upon the
average of the reported high and low sales prices for a share of
Common Stock on February 12, 1998, as reported on the New York Stock
Exchange.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum aggregate offering price multiplied by
.000295.
================================================================================

<PAGE> 2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by National-Oilwell, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 ("Exchange Act") are
incorporated by reference in this registration statement and made a part
hereof:

(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, as amended by Form 10-K/A filed on
August 19, 1997.

(b) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1997, June 30, 1997 and September 30,
1997.

(d) The Company's Current Report on Form 8-K filed on November 7,
1997.

(e) The Company's Current Report on Form 8-K filed on November 17,
1997.

(f) The description of the Company's shares of Common Stock contained
in the Registration Statement on Form 8-A filed by the Company
with the Commission on October 15, 1996 to register such
securities under the Exchange Act.

All reports and other documents subsequently filed by the Company or
the Plan (as defined below) with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this registration
statement, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be part hereof from the date of filing of such
documents. Each document incorporated by reference into this registration
statement shall be deemed to be a part of this registration statement from the
date of the filing of such document with the Commission until the information
contained therein is superseded or updated by any subsequently filed document
which is incorporated by reference in this registration statement.

Any statement contained in any document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein (or, in
any other subsequently filed document that is also incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement. The term "Plan" used herein
means the National-Oilwell Retirement and Thrift Plan, as amended.

Experts

The consolidated financial statements of National-Oilwell at December
31, 1996 and for the year then ended, appearing in National-Oilwell's Current
Report on Form 8-K dated November 7, 1997 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon, included
therein, and incorporated by reference elsewhere herein which is based in part
on the report of Coopers & Lybrand, independent auditors. The financial
statements referred to above are included in reliance upon such reports given
upon the authority of such firms as experts in accounting and auditing. To the
extent that Ernst & Young LLP audits and reports on financial statements of the
Company issued at future dates, and consents to the use of their report thereon
as filed with the Securities and Exchange Commission, such financial statements
also will be incorporated by reference in the registration statement in
reliance upon their report given upon their authority as experts in accounting
and auditing.

<PAGE> 3

The consolidated financial statements of National-Oilwell at August
31, 1995 and for each of the two years in the period ended August 31, 1995,
appearing in National-Oilwell's Current Report on Form 8-K dated November 7,
1997 have been audited by Coopers & Lybrand, independent auditors, as set forth
in their report thereon and incorporated by reference elsewhere herein, and are
included in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the DGCL authorizes, inter alia, a corporation to
indemnify any person ("indemnitee") who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason of the fact
that such person is or was an officer or director of such corporation, or is or
was serving at the request of such corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. A Delaware corporation may indemnify past or present
officers and directors of such corporation or of another corporation or other
enterprise at the former corporation's request, in an action by or in the right
of the corporation to procure a judgment in its favor under the same
conditions, except that no indemnification is permitted without judicial
approval if such person is adjudged to be liable to the corporation. Where an
officer or director is successful on the merits or otherwise in defense of any
action referred to above, or in defense of any claim, issue or matter therein,
the corporation must indemnify him against the expenses (including attorney's
fees) which he actually and reasonably incurred in connection therewith.
Section 145 further provides that any indemnification shall be made by the
corporation only as authorized in each specific case upon a determination by
the (i) stockholders, (ii) board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding
or (iii) independent counsel if a quorum of disinterested directors so directs.
Section 145 provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

Section 145 of the DGCL also empowers the Company to purchase and
maintain insurance on behalf of any person who is or was an officer or director
of the Company against liability asserted against or incurred by him in any
such capacity, whether or not the Company would have the power to indemnify
such officer or director against such liability under the provisions of Section
145. The Company maintains a directors' and officers' liability policy for such
purposes.

Article Sixth, Part II, Section 1 of the Company's Amended and
Restated Certificate of Incorporation and Article VI of the Company's Bylaws
each provide that directors, officers, employees and agents shall be
indemnified to the fullest extent permitted by Section 145 of the DGCL.

II-3

<PAGE> 4

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

II-4

<PAGE> 5

ITEM 8. EXHIBITS.

The following is a list of exhibits filed as part of this registration
statement.

<TABLE>
<CAPTION>
Exhibit
Number Exhibit(1)
- ------- -------
<S> <C>
23.1 Consent of Ernst & Young LLP

23.2 Consent of Coopers & Lybrand

24 Power of Attorney

99.1 National-Oilwell Retirement and Thrift Plan as Amended and
Restated Effective as of January 1, 1995 (with amendments
adopted through December 31, 1997)

99.2 Third Amendment to the National-Oilwell Retirement and Thrift
Plan

99.3 Resolution of Sole Director of NOW Oilfield Services, Inc.
dated February 12, 1998 amending the National-Oilwell
Retirement and Thrift Plan
</TABLE>

- -----------
1 In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and an Internal Revenue Service ("IRS")
determination letter that the Plan is qualified under Section 401 of
the Internal Revenue Code of 1986, as amended, the Company hereby
undertakes to submit the Plan and any amendments thereto to the IRS in
a timely manner and will make all changes required by the IRS in order
to qualify the Plan.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement; and

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

II-5

<PAGE> 6

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

II-6

<PAGE> 7

SIGNATURES

Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, state of Texas, on this 17th
day of February, 1998.

NATIONAL-OILWELL, INC.

By: /s/ Joel V. Staff
-------------------------------------
Joel V. Staff
Chairman, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Joel V. Staff Chairman of the Board of Directors February 17, 1998
- ---------------------------- (Principal Executive Officer)
Joel V. Staff

/s/ Steven W. Krablin Vice President and Chief Financial February 17, 1998
- ---------------------------- Officer (Principal Financial and
Steven W. Krablin Accounting Officer)

/s/ Howard I. Bull Director February 17, 1998
- ----------------------------
Howard I. Bull

/s/James C. Comis III Director February 17, 1998
- ----------------------------
James C. Comis III

/s/ James T. Dresher Director February 17, 1998
- ----------------------------
James T. Dresher

/s/ W. McComb Dunwoody Director February 17, 1998
- ----------------------------
W. McComb Dunwoody

/s/ William E. Macaulay Director February 17, 1998
- ----------------------------
William E. Macaulay

/s/Frederick W. Pheasey Director February 17, 1998
- ----------------------------
Frederick W. Pheasey

/s/Bruce M. Rothstein Director February 17, 1998
- ----------------------------
Bruce M. Rothstein
</TABLE>

The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Benefit Plan Administrative Committee has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly

II-7

<PAGE> 8

authorized, in the city of Houston, state of Texas, February 17, 1998.

NATIONAL-OILWELL RETIREMENT
AND THRIFT PLAN

By:/s/ Marcia F. Nieder
-----------------------------------
Marcia F. Nieder
Benefits Manager

II-8

<PAGE> 9

Exhibit Index
-------------

<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
23.1 Consent of Ernst & Young LLP

23.2 Consent of Coopers & Lybrand

24 Power of Attorney

99.1 National-Oilwell Retirement and Thrift Plan as Amended and
Restated Effective as of January 1, 1995 (with amendments
adopted through December 31, 1997)

99.2 Third Amendment to the National-Oilwell Retirement and Thrift
Plan

99.3 Resolution of Sole Director of NOW Oilfield Services, Inc.
dated February 12, 1998 amending the National-Oilwell
Retirement and Thrift Plan
</TABLE>

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) of National-Oilwell, Inc. for the
registration of 500,000 shares of its common stock pertaining to the
National-Oilwell Retirement and Thrift Plan, and to the incorporation by
reference to our report dated October 31, 1997, with respect to the
consolidated financial statements of National-Oilwell, Inc. for the year ended
December 31, 1996 included in its Current Report on Form 8-K dated November 7,
1997 filed with the Security and Exchange Commission.

ERNST & YOUNG LLP

Houston, Texas
February 13, 1998

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) of National-Oilwell, Inc. for the
registration of 500,000 shares of its common stock and to the incorporation by
reference therein of our report dated November 3, 1995, except as to Note 1
which is as of September 25, 1997, with respect to the consolidated financial
statements of National-Oilwell, Inc., included in its Current Report (Form 8-K)
dated November 7, 1997 filed with the Securities and Exchange Commission.

Coopers & Lybrand
Chartered Accountants

Edmonton, Alberta
February 17, 1998

<PAGE> 1

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of National-Oilwell, Inc. (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of shares of common
stock of the Company issuable under the National-Oilwell Retirement and Thrift
Plan, as amended, hereby constitutes and appoints Steven W. Krablin or Paul M.
Nation, or either of them, his true and lawful attorney-in-fact and agent, in
his name to execute on behalf of the undersigned a Registration Statement on
Form S-8 under the Act, including post-effective amendments and other related
documents, and to file the same with the Securities and Exchange Commission
under the Act, hereby granting power and authority to do and perform any and
all acts and things requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this power of attorney has been executed in
counterparts by the individuals listed below as of the 17th day of February,
1998.

/s/ Joel V. Staff /s/ W. McComb Dunwoody
- --------------------------------- ----------------------
Joel V. Staff W. McComb Dunwoody

/s/ Howard I. Bull /s/ William E. Macaulay
- --------------------------------- -----------------------
Howard I. Bull William E. Macaulay

/s/ James C. Comis III /s/ Frederick W. Pheasey
- --------------------------------- ------------------------
James C. Comis III Frederick W. Pheasey

/s/ James T. Dresher /s/ Bruce M. Rothstein
- --------------------------------- ----------------------
James T. Dresher Bruce M. Rothstein

WITNESS:

/s/ M. Gay Mather
- ---------------------------------
M. Gay Mather

<PAGE> 1
Exhibit 99.1

Includes 1st Amendment 4/25/94
Includes IRS requested changes
(which restated the Plan) 10/18/94
Includes proposed 1st Amendment 11/27/95;
2nd Amendment 4/23/97

NATIONAL-OILWELL RETIREMENT
AND THRIFT PLAN
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section
ARTICLE I - DEFINITIONS
<S> <C>
Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
Active Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
Actual Contribution Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
Actual Deferral Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
Actual Deferral Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5
Affiliated Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6
Aggregate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7
Aggregation Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.8
Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9
Annual Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.10
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.11
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.12
Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.13
Considered Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.14
Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.15
Contribution Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.16
Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.17
Direct Rollover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.18
Disability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.19
Distributee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.20
Eligible Retirement Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.21
Eligible Rollover Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.22
Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.23
Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.24
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.25
Excess 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.26
Excess Aggregate 401(m) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.27
Family Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.28
Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.29
Hour of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.30
Hour of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.31
Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.32
Management Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.33
Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.34
Non-Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.35
Non-Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.36
Period of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.37
Period of Severance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.38
Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.39
</TABLE>

-i-
<PAGE> 3
<TABLE>
<S> <C>
Plan Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.40
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.41
Retired Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.42
Retirement Age . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.43
Rollover Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.44
Section 401(k) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.45
Section 401(m) Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.46
Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.47
Sponsor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.48
Top-Heavy Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.49
Transferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.50
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.51
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.52
Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.53
Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.54

ARTICLE II - ACTIVE SERVICE

Calculation of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
Computation Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.2
Severance of Service - Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
When Active Service Begins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
Severance of Service - Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
Aggregation of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6
Periods of Service of Less Than One Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7
Treatment of Periods Away Due to Child Birth
or Adoption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.8
Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.9
Employment Records Conclusive . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.10
Coverage of Certain Previously Excluded Employees . . . . . . . . . . . . . . . . . . . . . . . . . 2.11
Military Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.12
Leave of Absence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.13
Special Rules Pertaining to the Ansaldo Ross Hill Inc.
Asset Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.14

ARTICLE III - ELIGIBILITY RULES

Eligibility Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
Eligibility Upon Reemployment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2
Frozen Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.3

ARTICLE IV - CONTRIBUTIONS
Employee After Tax Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
Rollover Contributions and Plan to Plan Transfers . . . . . . . . . . . . . . . . . . . . . . . . . 4.2
</TABLE>

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<TABLE>
<S> <C>
Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3
Limit on Salary Deferral Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4
Actual Deferral Percentage for Highly
Compensated Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5
Contribution Percentage for Eligible Highly
Compensated Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6
Special Actual Deferral Percentage Rules
for Family Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.7
Special Contribution Percentage Rules for Family Members . . . . . . . . . . . . . . . . . . . . . . 4.8
Distribution of Income Allocable to Excess 401(k)
Contributions and Excess Aggregate 401(m) Contributions . . . . . . . . . . . . . . . . . . . . 4.9
Additional Required Test if Alternative
Compliance is Used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.10
Employee After Tax Contributions and Salary
Deferral Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.11
Return of Contributions for Mistake, Disqualification
or Disallowance of Deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.12

ARTICLE V - PARTICIPATION

Allocation of Employee Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1
Allocation of Rollover Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2
Allocation of Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
Limitation on Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
Valuation of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.5
Interim Valuation of Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.6
Maintenance of Investment Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.7
Rights of Members in Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.8

ARTICLE VI - BENEFITS

Valuation of Accounts for Withdrawals and Distributions . . . . . . . . . . . . . . . . . . . . . . 6.1
Death Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2
Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3
Disability Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4
Severance Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5
Distributions to Divorced Spouse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6
Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
Forfeiture by Lost Members or Beneficiaries; Escheat . . . . . . . . . . . . . . . . . . . . . . . . 6.8
Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9
Timing and Form of All Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10
Mandatory Rules Applicable to All Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
No Duplication of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.12
Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.13
</TABLE>

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<TABLE>
<S> <C>
Distributions to Disabled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.14
Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.15
Distributions Upon Disposition of Assets or a Subsidiary . . . . . . . . . . . . . . . . . . . . . . 6.16

ARTICLE VII - TOP-HEAVY REQUIREMENTS

Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
Top Heavy Test . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
Vesting Restrictions if Plan Becomes Top Heavy . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.3
Minimum Contribution if Plan Becomes Top-Heavy . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.4
Coverage Under Multiple Top-Heavy Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.5
Restrictions if Plan Becomes Super-Top Heavy . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.6

ARTICLE VIII - ADMINISTRATION OF THE PLAN

Appointment, Term of Service & Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2
Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.3
Quorum and Majority Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.4
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.5
Disqualification of Committee Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.6
Disclosure to Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.7
Standard of Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.8
Liability of Committee and Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.9
Exemption from Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.10
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.11
Persons Serving in Dual Fiduciary Roles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.12
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.13
Standard of Judicial Review of Committee Actions . . . . . . . . . . . . . . . . . . . . . . . . . . 8.14

ARTICLE IX - TRUST FUND AND CONTRIBUTIONS

Funding of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1
Incorporation of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2
Authority of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.3
Allocation of Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.4

ARTICLE X - ADOPTION OF PLAN BY OTHER EMPLOYERS

Adoption Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
No Joint Venture Implied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.2
All Trust Assets Available to Pay All Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3
Qualification a Condition Precedent to Adoption and
Continued Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4
</TABLE>

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<TABLE>
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ARTICLE XI - AMENDMENT AND TERMINATION

Right to Amend and Limitations Thereon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1
Amendment Applicable Only to Members Still Employed Unless
Amendment Specifically Provides Otherwise . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.2
Mandatory Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3
Withdrawal of Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.4
Termination of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.5
Partial or Complete Termination or Complete
Discontinuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.6
Continuance Permitted Upon Sale or Transfer of Assets . . . . . . . . . . . . . . . . . . . . . . . 11.7
Distribution Upon Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.8
Modes of Distribution Upon Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.9
Distributions to Highly Compensated Employees and
Former Employees Must Not Discriminate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.10

ARTICLE XII - MISCELLANEOUS

Plan Not An Employment Contract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.1
Benefits Provided Solely From Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.2
Anti-Alienation Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.3
Requirements Upon Merger or Consolidation of Plans . . . . . . . . . . . . . . . . . . . . . . . . . 12.4
Gender of Words Used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.5
Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.6
Governing Law; Parties to Legal Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.7
</TABLE>

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ARTICLE I

DEFINITIONS

The words and phrases defined in this Article shall have the
meaning set out in the definition unless the context in which the word or
phrase appears reasonably requires a broader, narrower or different meaning.

1.1 "Account" means all ledger accounts pertaining to a
Member which are maintained by the Committee to reflect the Member's interest
in the Trust Fund. The Committee shall establish the following Accounts and
any additional Accounts that the Committee considers to be necessary in order
to reflect the entire interest of the Member in the Trust Fund. Each of the
Accounts listed below and any additional Accounts established by the Committee
shall reflect the Contributions or amounts transferred to the Trust Fund, if
any, and the appreciation or depreciation of the assets in the Trust Fund and
the income earned or loss incurred on the assets in the Trust Fund attributable
to the Contributions and/or other amounts transferred to the Account.

(a) Employee After Tax Contribution Account -- The
Member's after-tax contributions, if any.

(b) Salary Deferral Contribution Account -- The Member's
before-tax contributions.

(d) Employer Retirement Contribution Account -- The
Employer's Retirement contributions, if any.

(e) Employer Medical Savings Contribution Account -- The
Employer's Medical Savings Contributions allocated to the Member, if
any.

(f) Rollover Account -- Funds transferred from an IRA or
another qualified plan for the benefit of a Member.

1.2 "Active Service" means the periods of service which
are counted for eligibility purposes as calculated under Article II.

1.3 "Actual Contribution Ratio" means for an Employee the
ratio of Section 401(m) Contributions actually paid into the Trust on behalf of
the Employee for a Plan year to the Employee's Annual Compensation for the same
Plan Year.

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1.4 "Actual Deferral Percentage" means for a specified
group of Employees for a Plan Year the average of the ratios (calculated
separately for each Employee in the group) of the amount of Section 401(k)
contributions actually paid into the Trust on behalf of the Employee for that
Plan Year to the Employee's Annual Compensation for the same Plan Year.
Solely for this purpose all Section 401(k) Contributions and Annual
Compensation of all eligible Family Members will be attributed to each Highly
Compensated Employee.

1.5 "Actual Deferral Ratio" means for an Employee the
ratio of Section 401(k) Contributions actually paid into the Trust on behalf of
the Employee for a Plan Year to the Employee's Annual Compensation for the same
Plan Year.

1.6 "Affiliated Employer" means an employer which is a
member of the same controlled group of corporations within the meaning of
Section 414(b) of the Code or which is a trade or business (whether or not
incorporated) which is under common control (within the meaning of Section
414(c) of the Code) or which is a member of an affiliated service group (within
the meaning of Section 414(m) of the Code) with the Employer.

1.7 "Aggregate Accounts" means the total of all Account
balances derived from Employer Contributions and Employee Contributions.

1.8 "Aggregation Group" means (a) each plan of the
Employer or any Affiliated Employer in which a Key Employee is a Member and (b)
each other plan of the Employer or any Affiliated Employer which enables any
plan in (a) to meet the requirements of either Section 401(a)(4) or 410 of the
Code. Any Employer may treat a plan not required to be included in the
Aggregation Group as being a part of the group if the group would continue to
meet the requirements of Section 401(a)(4) and 410 of the Code with that plan
being taken into account.

1.9 "Annual Additions" means (a) Employer Contributions
(b) Employee Contributions, and (c) amounts described in Sections 415(l)(1) and
419A(d)(2) of the Code having to do with individual medical accounts (but these
amounts shall be subject to only the dollar limitation and not to the 25%
Annual Compensation limitation). Excess 401(k) Contributions and Excess
Aggregate 401(m) Contributions for a Plan Year are treated as Annual Additions
for that Plan Year even if they are corrected through distribution or
recharacterization. Excess Deferrals that are timely distributed as set forth
in Section 4.4 shall not be treated as Annual Additions.

1.10 "Annual Compensation" means for purposes of Section
415 of the Code, wages within the meaning of Section 3401(a) of the Code and
all other payments of compensation to an Employee by his Employer or an
Affiliated Employer (in the course of the Employer's or Affiliated Employer's
trade or business) for which the Employer or Affiliated Employer is required to
furnish the Employee with a written statement under Sections 6041(d),
6051(a)(3) and 6052. Annual Compensation must be determined without regard to
any rules

I-2
<PAGE> 9
under Section 3401(a) of the Code that limit the remuneration included in wages
based on the nature or location of the employment or the services performed.

Annual Compensation means, when used for Section 401(a)(4)
purposes, when used in determining an Employee's Actual Contribution Ratio,
Actual Deferral Ratio or the allocation of any qualified nonelective
contribution and when used to determine if a person is a Highly Compensated
Employee or a Key Employee, the same as it does for purposes of applying
Section 415 of the Code as modified by including elective contributions under a
cafeteria plan governed by Section 125 of the Code and contributions to any
plan qualified under Section 401(k), 408(k) or 403(b) of the Code. However,
for purposes of Section 401(a)(4) and for purposes of determining an Employee's
Actual Contribution Ratio or Actual Deferral Ratio, Annual Compensation shall
include only compensation earned during the portion of the Plan Year that the
Employee was eligible to participate in the Plan.

Annual Compensation means, when used for any other purpose,
compensation received by the Employee from the Employer, other than
compensation in the form of qualified or previously qualified deferred
compensation that is currently includable in gross income for federal income
tax purposes.

All Annual Compensation, without regard to its definition, in
excess of $200,000.00 (as adjusted by the Secretary of the Treasury) shall be
disregarded. In determining the Annual Compensation of a Member for purposes
of this limitation, the rules of Section 414(q)(6) shall apply, except that the
term Family Member shall include only the spouse of the Member and any lineal
descendants of the Member who have not attained age 19 before the close of the
Plan Year. If as a result of the application of this rule, the adjusted
$200,000.00 limitation is exceeded, the limitation shall be prorated among the
affected Members in proportion to each Member's Annual Compensation as
determined under this Section prior to the application of this limitation.

In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to the contrary, for
Plan years beginning on or after January 1, 1994, the annual compensation of
each employee taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is $150,000,
as adjusted by the Commissioner for increases in the cost of living in
accordance with 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, the OBRA '93 annual compensation limit will be multiplied
by a fraction, the numerator or which is the number of months in the
determination period, and the denominator of which is 12.

For Plan years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under section 401(a)(17) of the Code
shall mean the OBRA '93 annual compensation limit set forth in this provision.

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If compensation for any prior determination period is taken
into account in determining an employee's benefits accruing in the current Plan
year, the compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning before the first
day of the first Plan year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.

1.11 "Beneficiary" or Beneficiaries means the person or
persons, or the trust or trusts created for the benefit of a natural person or
persons or the Member's or retired Member's estate, designated by the Member or
retired Member to receive the benefits payable under this Plan upon his death.

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

1.13 "Committee" means the committee appointed by the
Sponsor to administer the Plan.

1.14 "Considered Compensation" means as to each Member:
(a) his regular base earnings reported on Form W-2 during the Plan Year, but
excluding all additional or contingent compensation such as bonuses, overtime,
commissions, shift differentials, Employer Retirement, Medical Savings and
Matching Contributions made to this Plan, Employer contributions to any welfare
or deferred compensation plan, benefits arising under this Plan and any
deferred benefits otherwise provided to a Member and any stock options or other
distributions which receive special tax treatment and (b) the amounts deferred
under an eligible cash or deferred arrangement under Section 401(k) of the Code
or under a cafeteria plan described in Section 125 of the Code. Considered
Compensation in excess of $200,000.00 (as adjusted by the Secretary of the
Treasury) shall be disregarded. For purposes of the $200,000.00 limitation,
the rules of Section 414(q)(6) of the Code will apply except that in applying
the rules, the term Family Member will include only the spouse of the Member
and any lineal descendants of the Member who have not attained age 19 before
the close of the calendar year. If as a result of the application of these
rules the $200,000.00 limitation is exceeded, the limitation shall be prorated
among the affected Members in proportion of each Member's Considered
Compensation as determined under this Section prior to the application of this
limitation.

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<PAGE> 11
calendar year. If a determination period consists of fewer than 12 months, the
OBRA '93 annual compensation limit will be multiplied by a fraction, the
numerator or which is the number of months in the determination period, and the
denominator of which is 12.

If compensation for any prior determination period is taken
into account in determining an employee's benefits accruing in the current Plan
year, the compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning before the first
day of the first Plan year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.

1.15 "Contribution" means the total amount of
contributions made under the terms of this Plan. Each specific type of
Contribution shall be designated by the type of contribution made as follows:

(a) Employee After Tax Contribution - After Tax
Contributions paid by the Employee.

(b) Salary Deferral Contribution - Contributions made by
the Employer under the Employee's salary deferral agreement.

(d) Employer Retirement Contribution - Contributions made
by the Employer, from its profits, or in the absence of profits from
such funds as the Management Committee may from time to time direct or
approve.

(e) Employer Medical Savings Contribution - Contributions
made by the Employer in accordance with Section 4.3(e), if any.

(f) Rollover Contribution - Contributions made by a
Member which are transfers from a prior qualified plan or IRA account.

1.16 "Contribution Percentage" means for a specified
group of Employees for a Plan Year the average of the ratios (calculated
separately for each Employee in that group) of the sum of Section 401(m)
contributions actually paid into the Trust on behalf of each Employee for that
Plan Year, to the Employee's Annual Compensation for that Plan Year. Solely
for this purpose all Section 401(m) Contributions and Annual Compensation of
all eligible Family Members will be attributed to each Highly Compensated
Employee.

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<PAGE> 12
1.17 "Determination Date" means for a given Plan Year the
last day of the preceding Plan Year or in the case of the first Plan Year the
last day of that Plan Year.

1.18 "Direct Rollover" means a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.

1.19 "Disability" means a mental or physical disability
which, in the opinion of a physician selected by the Committee, shall prevent
the Member from earning a reasonable livelihood with the Employer or any
Affiliated Employer and which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than 12
months and which: (a) was not contracted, suffered or incurred while the Member
was engaged in, or did not result from having engaged in, a felonious criminal
enterprise; (b) did not result from alcoholism or addiction to narcotics; and
(c) did not result from an injury incurred while a member of the Armed Forces
of the United States for which the Member receives a military pension.

1.20 "Distributee" means 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.

1.21 "Eligible Retirement Plan" means 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.

1.22 "Eligible Rollover Distribution" as defined in
Section 402 of the Code means 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: (a) 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 Beneficiary,
or for a specified period of ten years or more; (b) any distribution to the
extent the distribution is required under section 401(a)(9) of the Code; and
(c) 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).

1.23 "Employee" means all common law employees of the
Employer exclusive of employees working outside of the United States unless the
Committee elects to continue to cover them in this Plan and exclusive of all
leased employees (as defined in

I-6
<PAGE> 13
Section 414(n) of the Code) unless the Plan's qualified status is dependent
upon coverage of the leased employees. Independent contractors are not common
law employees and are therefore not within the defined term "Employee" as used
in this Plan. However, if either one or more individuals who are classified as
leased employees or independent contractors are later determined to be in fact
common law employees of an Employer it is intended that they are nevertheless
to be excluded as a classification unless the Plan's qualified status is
dependent upon the coverage of that classification of persons.

1.24 "Employer" or "Employers" means the Sponsor and any
other business organization which has adopted this Plan.

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

1.26 "Excess 401(k) Contributions" means, with respect to
any Plan Year, the excess of (a) the aggregate amount of Section 401(k)
Contributions actually paid into the Trust on behalf of Highly Compensated
Employees for the Plan Year over (b) the maximum amount of those contributions
permitted under the limitations set out in the first sentence of Section 4.5 of
the Plan. To calculate the amount of Excess 401(k) Contributions the Actual
Deferral Ratio of the Highly Compensated Employee with the highest Actual
Deferral Ratio is reduced to equal the ratio of the Highly Compensated Employee
with the next highest Actual Deferral Ratio. However, if a lesser reduction
would enable the Plan to pass the test, only that lesser reduction may be made.
This leveling process is repeated until the Actual Deferral Percentage test is
satisfied.

1.27 "Excess Aggregate 401(m) Contributions" means, with
respect to any Plan Year, the excess of (a) the aggregate amount of Section
401(m) Contributions actually paid into the Trust on behalf of Highly
Compensated Employees for the Plan Year over (b) the maximum amount of those
contributions permitted under the limitations set out in the first sentence of
Section 4.7 of the Plan. To calculate the amount of Excess Aggregate 401(m)
Contributions the Actual Contribution Ratio of the Highly Compensated Employee
with the highest Actual Contribution Ratio is reduced to equal the ratio of the
Highly Compensated Employee with the next highest Actual Contribution Ratio.
However, if a lesser reduction would enable the Plan to pass the test, only
that lesser reduction may be made. This leveling process is repeated until the
Contribution Percentage test is satisfied.

1.28 "Family Member" means the spouse and lineal
ascendants or descendants and the spouses of those lineal ascendants or
descendants of a 5% owner or of a Highly Compensated Employee who is one of the
10 employees receiving the greatest Annual Compensation from the Employers
during the Plan Year.

1.29 "Highly Compensated Employee" means an Employee or
an employee of an Affiliated Employer who during the Plan Year or the preceding
Plan Year (a) was at any time a 5% owner, (b) received Annual Compensation from
the Employers in excess of $75,000.00 (as

I-7
<PAGE> 14
adjusted from time to time by the Secretary of the Treasury), (c) received
Annual Compensation from the Employers in excess of $50,000.00 (as adjusted
from time to time by the Secretary of the Treasury) and was within the 20% of
employees of the Employer and Affiliated Employers who were the highest paid
for the Plan Year, or (d) was at any time an officer and received Annual
Compensation in excess of 50% of the annual addition limitation of Section
415(b)(1)(A) of the Code. For this purpose no more than 50 employees or, if
lesser, the greater of three employees or 10% of the employees shall be treated
as officers, excluding those Employees who may be excluded in determining the
top paid group. If no officer has Annual Compensation in excess of 50% of the
annual limitation of Section 415(b)(1)(A) of the Code, the highest paid officer
for the year shall be treated as a Highly Compensated Employee. If a Member
did not fall within (b), (c) or (d) without regard to this sentence for the
Plan Year preceding the Plan Year of the determination, he will not be treated
as falling within (b), (c) or (d) for the Plan Year of the determination unless
he is a member of the group consisting of the 100 employees paid the greatest
Annual Compensation during that Plan Year. For this purpose the determination
of the top paid 100 employees will be made using Section 414(q) of the Code and
its Regulations. A former Member will be treated as a Highly Compensated
Employee if he was a Highly Compensated Employee when he severed Service or he
was a Highly Compensated Employee at any time after attaining age 55.

1.30 "Hour of Employment" means each hour (a) that an
Employee is either directly or indirectly paid or entitled to payment by the
Employer or Affiliated Employer for the performance of duties; (b) that an
Employee is either directly or indirectly paid or entitled to payment by the
Employer or Affiliated Employer for a period of time during which no duties are
performed (whether or not the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), layoff, jury
duty, military duty, leave of absence; or (c) that an Employee is paid or
entitled to payment of back pay, irrespective of mitigation of damages, which
is awarded or agreed to by the Employer or Affiliated Employer. The same Hours
of Employment shall not be credited both under (a) or (b) and (c). For
purposes of (a), (b) and (c) no more than 501 Hours of Employment shall be
credited to an Employee due to any single continuous period during which he
performs no duties (whether or not the period occurs in a single Computation
Period). Hours of Employment shall not be credited if they are paid for under
a plan maintained solely to comply with workmen's compensation, unemployment
compensation or disability insurance laws. Hours of Employment shall not be
credited if they are paid for solely to reimburse an Employee for medical or
medically related expenses incurred by him. The number of Hours of Employment
credited as Active Service shall be the number of regularly scheduled hours
included in the units of time when units are used to compute pay. The number
of Hours of Employment credited as Active Service shall be the Employee's pay
divided by the Employee's most recent hourly rate of pay when units of time are
not used to compute pay. If an Employee's pay is a fixed rate for specified
periods other than hours, such as days, weeks or months, the Employee's hourly
rate shall be the most recent rate for the period of time divided by the number
of hours regularly scheduled for work during the period. If an Employee's pay
is not a fixed rate for specified periods of time, the Employee's hourly rate
shall be the lowest hourly rate paid to Employees in the same job
classification as that of the Employee or, if there are no Employees in the
same job classification, the minimum wage as established from

I-8
<PAGE> 15
time to time under Section 6(a)(1) of the Fair Labor Standards Act of 1938, as
amended. However, in no event can an Employee receive credit for a greater
number of Hours of Employment than the number of hours regularly scheduled for
work during the period. An Employee without a regular work schedule shall be
presumed to regularly work a 40 hour week, an eight hour day, or any other
representative period as reflects the average hours worked in the job
classification. But, the method used to calculate the average number of hours
worked must be consistently applied.

1.31 "Hour of Service" means an hour for which an
Employee is paid or is entitled to payment for performance of duties with the
Employer.

1.32 "Key Employee" means an Employee or former or
deceased Employee or Beneficiary of an Employee who at any time during the Plan
Year or any of the four preceding Plan Years is (a) an officer of an Employer
or any Affiliated Employer having an Annual Compensation greater than 50% of
the annual addition limitation of Section 415(b)(1)(A) of the Code for the Plan
Year, (b) one of the 10 employees having an Annual Compensation from an
Employer or any Affiliated Employer of greater than 100% of the annual addition
limitation of Section 415(c)(1)(A) of the Code for the Plan Year and owning or
considered as owning (within the meaning of Section 318 of the Code) the
largest interest in an Employer or any Affiliated Employer, treated separately,
(c) a 5% owner of an Employer or any Affiliated Employer, treated separately,
or (d) a 1% owner of an Employer or any Affiliated Employer, treated
separately, having Annual Compensation from an Employer or any Affiliated
Employer of more than $150,000.00. For this purpose no more than 50 employees
or, if lesser, the greater of three employees or 10% of the employees shall be
treated as officers. Section 416(i) of the Code shall be used to determine
percentage of ownership. For the purpose of the test set out in (b) above, if
two or more employees have the same interest in an Employer, the employee with
the greater Annual Compensation from the Employer shall be treated as having
the larger interest.

1.33 "Management Committee" means the executive committee
or other body given management responsibility for the Sponsor.

1.34 "Member" means the person or persons employed by an
Employer during the Plan Year and eligible to participate in this Plan.

1.35 "Non-Highly Compensated Employee" means an Employee
of the Employer who is neither a Highly Compensated Employee nor a Family
Member of a Highly Compensated Employee.

1.36 "Non-Key Employee" means any Employee who is not a
Key Employee.

1.37 "Period of Service" means a period of employment
with an Employer which commences on the day on which an Employee performs his
initial Hour of Service or performs his initial Hour of Service upon returning
to the employ of the Employer, whichever is applicable, and ending on the date
the Employee Severs Service.

I-9
<PAGE> 16
1.38 "Period of Severance" means the period of time
commencing on the date an Employee Severs Service and ends on the date the
Employee again performs an Hour of Service.

1.39 "Plan" means this Plan, including all subsequent
amendments.

1.40 "Plan Year" means the calendar year. The Plan Year
shall be the fiscal year of this Plan.

1.41 "Regulation" means the Internal Revenue Service
regulation specified, as it may be changed from time to time.

1.42 "Retired Member" means a person who was at one time
a Member who received allocations of Contributions and who has now retired
under the terms of this Plan but still has an Account.

1.43 "Retirement Age" means 62 years of age in the case
of normal retirement or age 55 in case of early retirement. Once a Member has
attained his Retirement Age he shall be 100% vested at all times.

1.44 "Rollover Contribution" means the amount contributed
by a Member of this Plan which consists of: (a) any part of a distribution the
Member received from an individual retirement account which consists entirely
of property that was initially contributed to the individual retirement account
from a distribution received out of an Eligible Rollover Distribution together
with the earnings on that property or (b) part or all of an Eligible Rollover
Distribution.

1.45 "Section 401(k) Contributions" means the sum of
Salary Deferral Contributions made on behalf of the Member during the Plan Year
and other amounts that the Employer elects to have treated as Section 401(k)
Contributions pursuant to Code Section 401(k)(3)(D)(ii) and 1.401(k)-1(b)(5) to
the extent that those other amounts are not used to enable the Plan to satisfy
the minimum contribution requirements of Section 416 of the Code.

1.46 "Section 401(m) Contributions" means the sum of
Employer Matching Contributions and Employee After Tax Contributions made on
behalf of the Member during the Plan Year and other amounts that the Employer
elects to have treated as Section 401(m) Contributions pursuant to Code Section
401(m)(3) and 1.401(m)-1(b)(5) of the Regulation. However, Employer Matching
Contributions and amounts that the Employer could otherwise elect to have
treated as Section 401(m) Contributions are not Section 401(m) Contributions to
the extent that they are used to enable the Plan to satisfy the minimum
contribution requirements of Section 416 of the Code.

1.47 "Service" means the period or periods that a person
is paid or is entitled to payment for performance of duties with the Employer
or an Affiliated Employer.

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<PAGE> 17
1.48 "Sponsor" means National-Oilwell, a general
partnership or any other business organization which assumes the primary
responsibility for maintaining this Plan with the consent of the last preceding
Sponsor.

1.49 "Top-Heavy Plan" means any plan which has been
determined to be top-heavy under the test described in Article VII of this
Plan.

1.50 "Transferred" means, when used with respect to an
Employee, the termination of employment with one Employer and the
contemporaneous commencement of employment with another Employer.

1.51 "Trust" means the one or more trust estates created
to fund this Plan.

1.52 "Trustee" means collectively one or more persons or
corporations with trust powers which have been appointed by the initial Sponsor
and have accepted the duties of Trustee and any and all successor or successors
appointed by the Sponsor or successor Sponsor.

1.53 "Trust Fund" means all of the trust estates
established under the terms of this Plan to fund this Plan, whether held to
fund a particular group of Accounts or held to fund all of the Accounts of
Members, collectively.

1.54 "Valuation Date" means the day or days each Plan
Year selected by the Committee on which the Trust Fund is to be valued which
cannot be less frequent than annual. One or more Accounts may have different
Valuation Dates from other Accounts. The Valuation Date must be announced to
all Members and shall remain the same until changed by the Committee and
announced to the Members.

I-11
<PAGE> 18
ARTICLE II

ACTIVE SERVICE

A. RULES APPLICABLE TO ELIGIBILITY ONLY.

2.1 An Employee shall receive one year of Active Service
credit for eligibility purposes for each computation period in which he
completes 910 Hours of Employment with the Employer or an Affiliated Employer.

2.2 The computation period for eligibility is the 12
consecutive month period starting with the Employee's first day of employment
or reemployment for which he is entitled to be credited with one Hour of
Employment. Then all future eligibility computation periods will begin on the
day next following the end of the preceding computation period.

2.3 An Employee will sever Service if he is not credited
with at least 501 Hours of Employment with the Employer and all Affiliated
Employers during the eligibility Computation Period a Plan Year unless he is
credited with less than 501 Hours of Employment because: (a) he is
transferred; (b) he is on an approved leave of absence which does not exceed 2
years and he returns to Employment immediately following the leave of absence;
(c) he is temporarily laid off and he returns to Employment immediately
following the temporary layoff or (d) he is in the service of the armed forces
of the United States and he returns to Employment within 90 days after
termination of military service without being employed somewhere else. Solely
for the purpose of determining whether an Employee has severed Service, if the
Employee is absent from Service because of her pregnancy, the birth of her
child, his or her receipt of a child through adoption, or his or her caring for
the child immediately after birth or adoption, he or she will be entitled to
the Hours of Employment that he or she would have received but for that
absence. Eight hours of Service will be credited for each day of absence.
But, no more than a total of 501 hours can be credited. The 501 hours will be
credited to the Plan Year in which the absence first begins if they will
prevent a severance from Service in that period; otherwise, the 501 hours will
be credited to the next Plan Year.

B. RULES APPLICABLE TO ACTIVE SERVICE FOR CONTRIBUTION
PURPOSES ONLY.

2.4 For contribution purposes, Active Service begins
when an Employee first performs an Hour of Service for the Employer or an
Affiliated Employer. Active Service will also include with respect to any
Employee his Period of Service with Armco Inc., USX Corporation, or their
affiliated companies, the Mission Oilfield Products Business of Sandvik Rock
Tools, Inc., or effective January 1, 1991, National Wellhead, Inc., provided
that he was accruing continuous service with Armco Inc., USX Corporation, or
their affiliated companies, the Mission Oilfield Products Business of Sandvik
Rock Tools, Inc., or National Wellhead, Inc. on the day prior to his
commencement of employment with the Employer. Once an Employee

II-1
<PAGE> 19
has begun Active Service for contribution purposes and Severs Service he shall
recommence Active Service for contribution purposes when he again performs an
Hour of Service for an Employer or an Affiliated Employer.

2.5 An Employee Severs Service for contribution purposes
when he: (a) quits, retires, dies or is discharged, (b) completes a period of
365 continuous days in which he remains absent from Service (with or without
pay) for any reason other than quitting, retiring, dying or being discharged,
such as vacation, holiday, sickness, disability, leave of absence, layoff or
any other absence or (c) reaches the second anniversary of the commencement of
a continuous period of absence occasioned by the reason of the pregnancy of the
Employee, the birth of a child of the Employee, the placement of a child with
the Employee in connection with the adoption of the child by the Employee or
the caring for the child for a period commencing immediately after the child's
birth or placement.

2.6 When determining an Employee's Active Service, all
Periods of Service, whether or not completed consecutively, will be aggregated
on a per day basis. In aggregating Active Service each completed calendar month
will be counted as one-twelfth of a year and 12 complete calendar months will
be counted as one year and partial calendar months which when aggregated equal
30 days will constitute one calendar month. Partial prior Service credit shall
be rounded to the next higher completed month.

2.7 If an Employee performs an Hour of Service within 12
months after he Severs Service, the intervening Period of Severance will be
counted as a Period of Service.

2.8 If the period of time between the first anniversary
of the first day of an absence from Service by reason of the pregnancy of the
Employee, the birth of a child of the Employee, the placement of a child with
the Employee in connection with the adoption of the child by the Employee or
for purposes for caring for the child for a period beginning immediately
following the birth or placement and the second anniversary of the first day of
the absence occurs on or after June 1, 1985, it shall neither be counted as a
Period of Service or of Severance.

C. RULES APPLICABLE TO BOTH ELIGIBILITY AND CONTRIBUTIONS.

2.9 If an Employee is Transferred, his Active Service
will not be interrupted and he will continue to be in Active Service. If an
Employee is transferred to the Service of an Affiliated Employer that has not
adopted the Plan he will not have Severed Service; however, even though he will
continue to be in Active Service for eligibility purposes he will not receive
any allocation of contributions.

2.10 The employment records of the Employer will be
conclusive for all determinations of Active Service.

II-2
<PAGE> 20
2.11 Any Employee who is no longer excludable because he
or she is no longer included in a unit of Employees covered by a collective
bargaining agreement between the Employees' representative and the Employer
where retirement benefits were the subject of good faith bargaining will
immediately become eligible for membership on the first day of the following
month if he meets the eligibility requirements. All Service with the Employer
will be counted as Active Service.

2.12 A Member who leaves the employ of an Employer to
enter the armed services of the United States shall not be deemed to have
broken his continuous employment if he returns to employment with an Employer
within 90 days after his separation from military service without employment
elsewhere unless his failure to return was because of Normal Retirement, death
or Disability. The Member, however, will be awarded Active Service but only
the Active Service as is required by law for an allocation of Contributions.

2.13 A Member who is on a leave of absence with or
without pay for reasons of health or public service or for reasons determined
by the Employer to be in its best interest shall not be deemed to have broken
his continuous employment if he returns to employment with an Employer at or
prior to the expiration date of the leave unless his failure to return was
because of Normal Retirement, death or Disability. The Committee in its sole
discretion, but treating all Members in a like and nondiscriminatory manner,
will determine whether to grant a Member a leave of absence.

2.14 Special rules pertaining to the Ansaldo Ross Hill
Inc. Asset Acquisition. Notwithstanding any other provision contained herein
to the contrary, former employees of Ansaldo Ross Hill Inc. who become
employees of the Employer pursuant to the asset acquisition between the
Employer and Ansaldo Ross Hill Inc. shall receive Active Service credit under
the Plan for their prior [continuous] service with Ansaldo Ross Hill Inc. In
addition, each former employee of Ansaldo Ross Hill Inc. who becomes an
Employee under this Plan pursuant to the acquisition and who was eligible to
participate in the Ansaldo Ross Hill Inc. 401(k) Plan shall immediately be
eligible to participate in the Plan on the first day of the month following the
asset acquisition.

II-3
<PAGE> 21
ARTICLE III

ELIGIBILITY RULES

3.1 Each Employee will be eligible to participate in
this Plan beginning on the first day of any month coincident with or next
following the date on which the Employee completes one year of Active Service.
However, all hourly bargaining and hourly non-bargaining Employees who are
employed at the Employer's Santa Teresa, New Mexico Plant shall be excluded
even if they have met the requirements for eligibility and all Employees who
are included in a unit of Employees covered by a collective bargaining
agreement between the Employees' representative and the Employer shall be
excluded, even if they have met the requirements for eligibility, if there has
been good faith bargaining between the Employer and the Employees'
representative pertaining to retirement benefits and the agreement does not
require the Employer to include such Employees in this Plan. Effective January
1, 1988, all union employees at the Employer's Garland Plant who are hired on
or after this date are eligible to participate in the Plan once they have
satisfied the requirements of this Section.

3.2 If an Employee Severs Service with the Employer for
any reason after fulfilling the eligibility requirements but prior to the date
he initially begins participating in the Plan, the Employee shall be eligible
to begin participation in this Plan on the first of day of the month following
the day he first completes an Hour of Service upon his return to employment
with an Employer. If an Employee Severs Service with the Employer for any
reason prior to fulfilling the eligibility requirements, the Employee shall be
eligible to begin participation in this Plan on the first day of the month
following his completion of one year of Active Service. Once an Employee has
become eligible to be a Member, his eligibility shall continue until he Severs
Service. A former Member shall be eligible to recommence participation in this
Plan on the first day of the month following the day he completes an Hour of
Service upon his return to employment with an Employer.

3.3 If an Employee: (a) is Transferred from an Employer
to an Affiliated Employer, (b) is a Member of this Plan when he is excluded
under the provisions of a collective bargaining agreement or (c) is a Member of
the Plan when he is employed outside the United States and is not designated by
the Committee to continue to be eligible to participate, his participation
becomes inactive. Under these circumstances, the Member's Account becomes
frozen: he cannot contribute to the Plan nor can he share in the allocation of
any Employer Contribution for the period after he is transferred. However, his
Accounts shall continue to share in any appreciation or depreciation of the
Trust Fund and in any income earned or losses incurred by the Trust Fund during
the period of time that he is employed by an Affiliated Employer, is excluded
from covered employment under the provisions of a collective bargaining
agreement, or is employed outside the United States and has not been designated
by the Committee to continue to be eligible to participate.

III-1
<PAGE> 22
ARTICLE IV

CONTRIBUTIONS

4.1 Each Member may make Employee After-Tax
Contributions from 1% to 14% of his Considered Compensation provided that a
Member may only elect 1% if the aggregate of his Employee After-Tax
Contributions and Salary Deferral Contributions equal at least 2% of his
Considered Compensation. Additionally, a Member's Employee After-Tax
Contributions and his Salary Deferral Contributions shall not exceed 14% of
Considered Compensation.

Employee After-Tax Contributions are limited to an amount
which when added to the Member's previous Contributions to this Plan and to
contemporaneous and previous contributions made to any other plan qualified
under Section 401 of the Code shall meet the Contribution Percentage test as
described in Section 401(m) of the Code.

Changes in the rate of Employee After-Tax Contributions and
suspension of those Contributions shall be permitted under any uniform method
determined from time to time by the Committee.

4.2 The Committee may permit Rollover Contributions by
Members and/or direct transfers to or from another qualified plan on behalf of
Members from time to time. If Rollover Contributions and/or direct transfers
to or from another qualified plan are permitted, the opportunity to make those
Contributions must be made available to all Members on a nondiscriminatory
basis. For this purpose, all Employees of an Employer shall be considered to
be Members of the Plan even though they may not have met the eligibility
requirements. However, they shall not be entitled to contribute to the Plan,
share in Employer Contributions or share in forfeitures unless and until they
have met the requirements for eligibility and allocations.

If the Committee authorizes the acceptance of Rollover
Contributions and/or direct transfers, (a) a Rollover Contribution shall not be
accepted unless it is made on or before the 60th day after the Member received
the distribution or it is a direct transfer to this Plan as described in
Section 401(a)(31) of the Code; and (b) a direct transfer of assets from
another qualified plan in a transfer subject to the requirements of Section
414(l) of the Code shall not be accepted if it was at any time part of (i) a
defined benefit plan (as defined in Section 401(a) or 414(j) of the Code), (ii)
a defined contribution plan (as defined in Sections 401(a) and 414(i) of the
Code) which is subject to the minimum funding standards of Section 412 of the
Code, or (iii) any other qualified plan which has joint and survivor annuity
benefits or qualified preretirement survivor annuity benefits as described in
Section 417 of the Code, or (iv) which would require a distribution or
withdrawal in a form not permitted under this Plan.

Rollover Contributions shall have no effect upon the amount
permitted to be allocated to a Member's Account under Section 415 of the Code
or the amount contributed to the Plan by a Member under Section 4.1.

IV-1
<PAGE> 23
4.3 Each Employer shall contribute each month the
following amounts:

(a) a discretionary Employer Matching Contribution,
which, if made, shall be in an amount for each Member equal to 25% of
the Member's aggregate Salary Deferral Contributions and Employee
After-Tax Contributions which do not exceed 6% of the Member's
Considered Compensation. The Sponsor shall determine prior to each
Plan Year whether this discretionary Employer Matching Contribution
shall be made. Each Employer may also make an additional Employer
Matching Contribution as of the end of each Plan Year in an amount
determined by the Sponsor, in its sole discretion, for each Member who
is employed on the last day of the Plan Year and who made Salary
Deferral Contributions and/or Employee After-Tax Contributions during
the Plan Year.

(b) an amount, if any, which is designated by the
Management Committee to be the Employer Retirement Contribution for
each Member who is employed by the Employer at the end of the month
equal to not more than the percentage of his Considered Compensation,
modified to include overtime earnings, if any, as shown in the
following table:

<TABLE>
<CAPTION>
FULL YEARS OF ACTIVE
SERVICE BY THE LAST
DAY OF THE CURRENT EMPLOYER RETIREMENT
PLAN YEAR CONTRIBUTION PERCENTAGE
<S> <C>
1 year but less than 5 years 2.5%
5 years but less than 10 years 3.0%
10 years but less than 15 years 3.5%
15 years but less than 20 years 4.0%
20 years but less than 25 years 4.5%
25 years but less than 30 years 5.0%
30 or more years 5.5%
</TABLE>

Each Employer shall also contribute for each Plan Year the
following amounts:

(c) an amount which is equal to the amount, if any,
necessary to fulfill the Top-Heavy Plan requirements found in Article
VII if the Plan is determined to be a Top-Heavy Plan;

(d) effective July 1, 1990, the amount by which the
Member's Considered Compensation is reduced as a result of a salary
deferral agreement which cannot be less than 1% nor more than 14%, of
the Member's Considered Compensation for the Plan Year, provided a
Member may only enter into a salary deferral agreement of 1% of
Considered Compensation if the aggregate of his

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<PAGE> 24
Salary Deferral Contributions and Employee After-Tax Contributions
equal at least 2% of his Considered Compensation;

(e) an amount, if any, which is designated by the
Management Committee to be the Employer Medical Savings Contribution
for each Member who is eligible to participate in the Plan and
employed by the Employer at the time the contribution is made equal to
the amount shown in the following table (Active Service shall be based
upon his full years of Active Service plus any full years of Active
Service that may be completed by the last day of the current Plan
Year):

$5.00 per year of Active Service less than 5 years
$10.00 per year of Active Service greater than 4 years but less than 10 years
$15.00 per year of Active Service greater than 9 years but less than 15 years
$20.00 per year of Active Service greater than 14 years

The election to have Salary Deferral Contributions made, the
ability to change the rate of Salary Deferral Contributions, the right to
suspend Salary Deferral Contributions, and the manner of commencing new Salary
Deferral Contributions shall be permitted under any uniform method determined
from time to time by the Committee.

In addition, the amount of the Employer's Contributions
described above cannot exceed the lesser of: (i) a sum equal to 15% of the
total Annual Compensation paid during its taxable year ending with or within
the Plan Year to all Members plus the maximum amount deductible under the
"carryover" provisions of the Code which relate to contributions in previous
years of less than the maximum amount deductible or (ii) the sum which may be
allocated to the Members' Accounts without violating the limitations of Section
415 of the Code.

4.4 The maximum Salary Deferral Contribution that a Member may
elect to have made on his behalf during the Member's taxable year may not, when
added to the amounts deferred under other plans or arrangements described in
Sections 401(k), 408(k) and 403(b) of the Code exceed $7,000 (as adjusted by
the Secretary of Treasury). If this dollar limitation is exceeded during any
taxable year of the Member, the excess of the amounts deferred on behalf of the
Member under plans or arrangements described in Sections 401(k), 408(k) and
403(b) of the Code during the Member's taxable year over the dollar limitation
(the "Excess Deferral") as adjusted by any earnings or losses thereon will be
distributed to the Member no later than April 15 following the Member's taxable
year in which the Excess Deferral was made.

The income allocable to Excess Deferrals for the taxable year of the
Member shall be determined by using any reasonable method for computing the
income allocable to Excess Deferrals, provided that the method does not violate
Section 401(a)(4), is used consistently for all Members and for all corrective
distributions under the Plan for the Plan Year, and is used by the Plan for
allocating income to Members' Accounts.

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<PAGE> 25
For purposes of applying the requirements of Section 4.5 and Article
VII, Excess Deferrals shall not be disregarded merely because they are Excess
Deferrals or because they are distributed in accordance with this Section.
However, Excess Deferrals made to the Plan on behalf of Non-Highly Compensated
Employees are not to be taken into account under Section 4.5.

4.5 The Actual Deferral Percentage for Highly Compensated
Employees for any Plan Year must bear a relationship to the Actual Deferral
Percentage for all other eligible Employees for the Plan Year which meets
either of the following tests:

(a) The Actual Deferral Percentage of the Highly
Compensated Employees is not more than the Actual Deferral Percentage
of all other eligible Employees multiplied by 1.25; or

(b) The excess of the Actual Deferral Percentage of the
Highly Compensated Employees over that of all other eligible Employees
is not more than two percentage points, and the Actual Deferral
Percentage of the Highly Compensated Employees is not more than the
Actual Deferral Percentage of all other eligible Employees multiplied
by two.

For purposes of this test an eligible Employee is an Employee who is directly
or indirectly eligible to make Salary Deferral Contributions for all or part of
the Plan Year. A person who is suspended from making Salary Deferral
Contributions because he has made a withdrawal is an eligible Employee. If no
Salary Deferral Contributions are made for an eligible Employee, the Actual
Deferral Ratio that shall be included for him in determining the Actual
Deferral Percentage is zero. If this Plan and any other plan or plans which
include cash or deferred arrangements are considered as one plan for purposes
of Section 401(a)(4) or 410(b) of the Code, the cash or deferred arrangements
included in this Plan and the other plans shall be treated as one plan for
these tests. If any Highly Compensated Employee is a Member of this Plan and
any other cash or deferred arrangements of the Employer, when determining the
deferral percentage of the Employee, all of the cash or deferred arrangements
are treated as one.

As soon as practicable after the close of each Plan Year, the
Committee shall determine whether the Actual Deferral Percentage for the Highly
Compensated Employees would exceed the limitation. If the limitation would be
exceeded for a Plan Year, before the close of the following Plan Year (a) the
amount of Excess 401(k) Contributions for that Plan Year (and any income
allocable to those Contributions as calculated in the specific manner required
by Section 4.9) shall be distributed, or (b) to the extent provided in
regulations issued by the Secretary of the Treasury, and permitted by the
Committee, the Employee may elect to treat the amount of the Excess 401(k)
Contributions as an amount distributed to the Employee and then contributed by
the Employee to the Plan as an Employee After-Tax Contribution, provided the
recharacterized amounts shall remain subject to the same rules and restrictions
to which the Salary Deferral Contributions are subjected, or (c) the Employer
may make an Employer contribution which it elects to have treated as a Section
401(k) Contribution and allocated only to

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<PAGE> 26
those Members who are Non-Highly Compensated Employees employed on the last day
of the Plan Year. If the Employer makes an Employer Contribution that it
elects to have treated as a Section 401(k) Contribution, the Contribution will
be in an amount necessary to satisfy the Actual Deferral Percentage Test and
will be allocated uniformly to all Non-Highly Compensated Employees who are
employed on the last day of the Plan Year. The Excess 401(k) Contributions of
Highly Compensated Employees will not be recharacterized to the extent that the
recharacterized amounts would exceed the Contribution Percentage as determined
prior to applying the Contribution Percentage limitations. Excess 401(k)
Contributions may not be recharacterized after 2 1/2 months after the close of
the Plan Year to which the recharacterization relates. The amount of
recharacterized Excess 401(k) Contributions, in combination with Employee
After-Tax Contributions actually made by the Member, may not exceed the maximum
amount of Employee After-Tax Contributions (determined without regard to
Section 4.7) that the Member could have made under the provisions of the Plan
in effect on the first day of the Plan Year in the absence of
recharacterization. Any distributions of the Excess 401(k) Contributions for
any Plan Year are to be made to Highly Compensated Employees on the basis of
the respective portions of the Excess 401(k) Contributions attributable to each
of them. The amount of Excess 401(k) Contributions to be distributed or
recharacterized for any Plan Year must be reduced by any excess Salary Deferral
Contributions previously distributed for the taxable year ending in the same
Plan Year.

The Actual Deferral Percentages are to be calculated, and the
provisions of this section are to be applied, separately for each Employer
which constitutes a separate controlled group or affiliated service group.

Failure to correct Excess 401(k) Contributions by the close of
the Plan Year following the Plan Year for which they were made will cause the
Plan's cash or deferred arrangement to be disqualified for the Plan Year for
which the Excess 401(k) Contributions were made and for all subsequent years
they remain in the Trust. Also, the Employer will be liable for a 10% excise
tax on the amount of Excess 401(k) Contributions unless they are corrected
within 2 1/2 months after the close of the Plan Year for which they were made.

4.6 If a Member is a Highly Compensated Employee and a
Family Member, the combined Actual Deferral Ratio for the family group (which
is treated as one Highly Compensated Employee) must be determined by combining
the Section 401(k) Contributions and Annual Compensation of all the eligible
Family Members. If an Employee is required to be aggregated as a member of
more than one family group in the Plan, all eligible Employees who are members
of those family groups that include that Employee are aggregated as one family
group. The correction of Excess 401(k) Contributions of a Highly Compensated
Employee whose Actual Deferral Ratio is determined under the family aggregation
rules is accomplished by reducing the Actual Deferral Ratio and allocating the
Excess 401(k) Contributions for the family group among the Family Members in
proportion to the Section 401(k) Contributions of each Family Member that is
combined to determine the Actual Deferral Ratio. These family aggregation
rules do not apply to Non-Highly Compensated Employees.

IV-5
<PAGE> 27
4.7 The Contribution Percentage for eligible Highly
Compensated Employees for any Plan year must not exceed the greater of the
following:

(a) The Contribution Percentage for all other eligible
Employees multiplied by 1.25; or

(b) The lesser of the Contribution Percentage for all
other eligible Employees multiplied by two, or the Contribution
Percentage for all other eligible Employees plus two percentage
points.

For purposes of this test an eligible Employee is an Employee who is directly
or indirectly eligible to make Employee After-Tax Contributions or to receive
an allocation of Employer Matching Contributions under the Plan for all or part
of the Plan Year. A person who is suspended from making Employee After-Tax
Contributions because he has made a withdrawal is an eligible Employee. If no
Section 401(m) Contributions are made on behalf of an eligible Employee the
Actual Contribution Ratio that shall be included for him in determining the
Contribution Percentage is zero. If this Plan and any other plan or plans to
which Section 401(m) Contributions are made are considered as one plan for
purposes of Section 401(a)(4) or 410(b) of the Code, this Plan and those plans
are to be treated as one. If any Highly Compensated Employee is a participant
in this Plan and any other plans of the Employer, all Section 401(m)
Contributions are to be aggregated.

If the limitation would be exceeded for any Plan Year, before
the close of the following Plan Year (a) the amount of the Excess Aggregate
401(m) Contributions for that Plan Year (and any income allocable to those
Contributions as calculated in the specific manner required by the applicable
Regulations) shall be distributed, or (b) the Employer may make an Employer
contribution which it elects to have treated as a Section 401(m) Contribution
and allocated only to those Members who are Non-Highly Compensated Employees
employed on the last day of the Plan Year. If the Employer makes an Employer
Contribution that it elects to have treated as a Section 401(m) Contribution,
the Contribution shall be in an amount necessary to satisfy the Contribution
Percentage test, shall be allocated uniformly to all Non-Highly Compensated
Employees who are employed on the last day of the Plan Year and shall be fully
vested at all times. Any distributions of the Excess Aggregate 401(m)
Contributions for any Plan Year are to be made to Highly Compensated Employees
on the basis of the respective portions of the amounts attributable to each of
them. Forfeitures of Excess Aggregate 401(m) Contributions may not be
allocated to Members whose contributions are reduced under this Section.
Employer Matching Contributions shall not be made with respect to amounts that
must be distributed because of Code Section 401(m), 401(k) or 402(g). If
advertent Employer Matching Contributions are made on amounts that must be
distributed, that excess amount shall be forfeited and used to reduce future
Employer Contributions.

The Contribution Percentage shall be calculated, and the
provisions of this section applied, separately for each Employer which
constitutes a separate controlled group or affiliated service group.

IV-6
<PAGE> 28
Failure to correct Excess Aggregate 401(m) Contributions by
the close of the Plan Year following the Plan Year for which they were made
will cause the Plan to fail to be qualified for the Plan Year for which the
Excess Aggregate 401(m) Contributions were made and for all subsequent years
they remain in the Trust. Also, the Employer will be liable for a 10% excise
tax on the amount of Excess Aggregate 401(m) Contributions unless they are
corrected within 2 1/2 months after the close of the Plan Year for which they
were made.

4.8 If a Member is a Highly Compensated Employee and a
Family Member, the combined Actual Contribution Ratio for the family group
(which is treated as one Highly Compensated Employee) must be determined by
combining the Section 401(m) Contributions and Annual Compensation of all the
eligible Family Members. If an Employee is required to be aggregated as a
member of more than one family group in the Plan, all eligible Employees who
are members of those family groups that include that Employee are aggregated as
one family group. The correction of Excess 401(m) Contributions of a Highly
Compensated Employee whose Actual Contribution Ratio is determined under the
family aggregation rules is accomplished by reducing the Actual Contribution
Ratio and allocating the Excess Aggregate 401(m) Contributions for the family
group among the Family Members in proportion to the Section 401(m)
Contributions of each Family Member that is combined to determine the Actual
Contribution Ratio. The family aggregation rules do not apply to Non-Highly
Compensated Employees.

4.9 The income allocable to Excess 401(k) Contributions
and Excess Aggregate 401(m) Contributions for a Plan Year shall be determined
by using any reasonable method for computing the income allocable to Excess
401(k) Contributions and Excess Aggregate 401(m) Contributions, provided that
the method does not violate Section 401(a)(4) of the Code, is used consistently
for all Members and for all corrective distributions under the Plan for the
Plan Year, and is used by the Plan for allocating income to Members' Accounts.

4.10 If the second alternative permitted in Sections 4.5
and 4.7 is used for both the Actual Deferral Percentage test and the
Contribution Percentage test the following additional limitation on Salary
Deferral Contributions shall apply. The Actual Deferral Percentage plus the
Contribution Percentage of the eligible Highly Compensated Employees cannot
exceed the greater of (a) or (b).

(a) is the sum of:

(i) 1.25 times the greater of the Actual Deferral
Percentage or the Contribution Percentage of the eligible Non-
Highly Compensated Employees, and

(ii) the lesser of (x) two percentage points plus
the lesser of the Actual Deferral Percentage or the
Contribution Percentage of the eligible Non-Highly Compensated
Employees or

IV-7
<PAGE> 29
(y) two times the lesser of the Actual Deferral Percentage or
the Contribution Percentage of the group of eligible
Non-Highly Compensated Employees.

(b) is the sum of:

(i) 1.25 times the lesser of the Actual Deferral
Percentage or the Contribution Percentage of the eligible Non-
Highly Compensated Employees, and

(ii) the lesser of (x) two percentage points plus
the greater of the Actual Deferral Percentage or the
Contribution Percentage of the eligible Non-Highly Compensated
Employees or (y) two times the greater of the Actual Deferral
Percentage or the Contribution Percentage of the group of
eligible Non-Highly Compensated Employees.

If the limitation would be exceeded for any Plan Year, before
the close of the following Plan Year the Actual Deferral Percentage of the
eligible Highly Compensated Employees shall be reduced by distributions of
Salary Deferral Contributions made in the manner described for Excess 401(k)
Contributions and Regulation Section 1.401(k)-1(f)(2). These distributions
shall be in addition to and not in lieu of distributions required for Excess
401(k) Contributions and Excess Aggregate 401(m) Contributions.

4.11 The Employee After-Tax Contributions and the Salary
Deferral Contributions are to be paid to the Trustee in installments. The
installment for each payroll period is to be paid as of the end of the payroll
period and shall be paid as soon as administratively feasible but in any event
not later than the time prescribed by law for filing the Employer's federal
income tax return (including extensions) for its taxable year which ends with
or next follows the end of the Plan Year for which the Contribution is to be
made, and shall be in an amount equal to the amount by which all Members'
Considered Compensation was reduced for the period. The Employer's
Contribution for a Plan Year must be paid into the Trust Fund in one or more
installments not later than the time prescribed by law for filing the
Employer's federal income tax return (including extensions) for its taxable
year which ends with or next follows the end of the Plan Year for which the
Contribution is to be made. If the Contribution is paid after the last day of
the Employer's taxable year but prior to the date it files its tax return
(including extensions), it shall be treated as being received by the Trustee on
the last day of the taxable year if (a) the Employer notifies the Trustee in
writing that the payment is being made for that taxable year or (b) the
Employer claims the Contribution as a deduction on its federal income tax
return for the taxable year.

4.12 Subject to the limitations of Section 415 of the
Code, the assets of the Trust shall not revert to any Employer or be used for
any purpose other than the exclusive benefit of the Members and their
Beneficiaries and the reasonable expenses of administering the Plan except:

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<PAGE> 30
(a) any Contribution made because of a mistake of fact
may be repaid to the Employer within one year after the payment of the
Contribution;

(b) any Contribution conditioned upon the Plan's initial
qualification under Section 401 of the Code or the initial
qualification of an Employer's adoption of the Plan, if later, may be
repaid to the Employer within one year after the date of denial of the
initial qualification of the Plan or of its adoption by the Employer;
and

(c) any and all Employer Contributions are conditioned
upon their deductibility under Section 404 of the Code; therefore, to
the extent the deduction is disallowed, the Contributions may be
repaid to the Employer within one year after the disallowance.

The Employer has the exclusive right to determine if a
Contribution or any part of it is to be repaid or is to remain as a part of the
Trust Fund except that the amount to be repaid is limited, if the Contribution
is made by mistake of fact or if the deduction for the Contribution is
disallowed, to the excess of the amount contributed over the amount that would
have been contributed had there been no mistake or over the amount disallowed.
Earnings which are attributable to any excess contribution cannot be repaid.
Losses attributable to an excess contribution must reduce the amount that may
be repaid. All repayments of mistaken Contributions or Contributions which are
disallowed are limited so that the balance in a Member's Account cannot be
reduced to less than the balance that would have been in the Member's Account
had the mistaken amount or the amount disallowed never been contributed.

IV-9
<PAGE> 31
ARTICLE V

PARTICIPATION

5.1 The Committee shall allocate each Member's Employee
After-Tax Contributions and the Salary Deferral Contributions made on his
behalf to his Employee After Tax Contribution Account and his Salary Deferral
Contribution Account, respectively, as of the date they are contributed.

5.2 If Rollover Contributions are permitted, the
Committee shall allocate each Member's Rollover Contribution to his Rollover
Account as of the date it is contributed.

5.3 Employer Contributions shall be allocated as follows:

(a) As of the end of each month (or if applicable, as of
the end of each Plan Year), the Committee shall allocate the Employer
Matching Contributions, if any, made on behalf of each Member to his
Employer Matching Contribution Account on the same basis that the
Employer Matching Contribution was determined.

(b) As of the end of each month, the Committee shall
allocate the Employer Retirement Contribution, if any, made on behalf
of each Member to his Employer Retirement Contribution Account on the
same basis that the Retirement Contribution was determined.

(c) As of the date that an Employer Medical Savings
Contribution is made, if any, the Committee shall allocate the Employer
Medical Savings Contribution, if any, made on behalf of each Member to
his Medical Savings Contribution Account on the same basis that the
Employer Medical Savings Contribution was determined.

(d) As of the end of each Plan Year, the Committee shall
allocate the Employer Contribution, if any, which is necessary to
fulfill the Top-Heavy Plan requirements found in Article VII if the
Plan is determined to be a Top-Heavy Plan; and

If a Member has been Transferred during the Plan Year, the
Member shall be entitled to have allocated to him a portion of the Employer
Matching Contribution based upon his Salary Deferral Contributions and Employee
After- Tax Contributions made while he was an Employee of each Employer and the
Employer Retirement Contribution based upon his Considered Compensation for the
Plan Year earned from all of the Employers for which an Employer Retirement
Contribution was made.

V-1
<PAGE> 32
5.4 Under no circumstances shall the Annual Additions to
an individual Member's Account in any Plan Year exceed the lesser of (a)
$30,000.00 or, if greater, 25% of the dollar limitation in effect under Section
415(b)(1)(A) of the Code, or (b) 25% of the Annual Compensation paid or made
available to the Member.

If the Employer maintains a defined benefit plan in which the
Member participates, the sum of the following described defined benefit
fraction and defined contribution fraction for the Plan Year cannot exceed one.
The defined benefit fraction to be used is a fraction, in which the numerator
is the Member's projected annual benefit under the plan computed as of the end
of the Plan Year and in which the denominator is the lesser of: (a) the
product of 1.25 multiplied by the dollar limitation then in effect under
Section 415(b)(1)(A) of the Code for that Plan Year or (b) the product of 1.40
multiplied by the amount which may be taken into account under Section
415(b)(1)(B) of the Code with respect to the Member for the Plan Year. The
defined contribution fraction to be used is a fraction in which the numerator
is the sum of the Annual Additions to the Member's Account determined for the
Plan Year and for each prior Plan Year and in which the denominator is the sum
of the lesser of the following amounts determined for the Plan Year and for
each prior Plan Year that the Member was employed by the Employer: (a) the
product of 1.25 multiplied by the dollar limitation then in effect under
Section 415(c)(1)(A) of the Code for that Plan Year, determined without regard
to subsection (c)(6), and (b) the product of 1.40 multiplied by the amount
which can be taken into account under Section 415(c)(1)(B) of the Code with
respect to the Member for the Plan Year. If the sum of the two fractions
exceeds one, the Member's projected annual benefit under the defined benefit
plan shall be reduced until the sum equals one.

The limitation year for Section 415 shall be the Plan Year
unless the Employer affirmatively, by resolution, designates another limitation
year. In that event, the different limitation year shall be used instead of
the Plan Year in applying the tests.

In order to compute the defined benefit fraction and the
defined contribution fraction, all defined contribution plans (whether
terminated or not) of the Employer shall be treated as one defined contribution
plan and all defined benefit plans (whether terminated or not) of the Employer
shall be treated as one defined benefit plan.

If the Employer has Affiliated Employers, the Employer and all
Affiliated Employers shall be considered a single employer in applying the
limitations described in this Section. For this purpose, the term Affiliated
Employer shall be modified in accordance with Section 415(h) of the Code.

No Employee or Employer Contributions shall be made to this
Plan which cannot be allocated to the Accounts of Members without exceeding the
limits of Section 415 of the Code. In determining this limit, all Employer
Contributions shall first be allocated to this Member's Account and then the
Employee Contributions.

V-2
<PAGE> 33
If despite this prohibition, an amount in excess of the limits
of Section 415 of the Code is held or contributed as a result of an error in
estimating a Member's Annual Compensation, an error in calculating the maximum
Contribution or because of other facts and circumstances which the Commissioner
of Internal Revenue finds to be justified, the excess shall be reduced as
follows:

(a) first, all unmatched Employee After-Tax Contributions
plus any earnings (determined using a like method as set forth in
Section 4.9 of the Plan) in excess of the limits of Section 415 of the
Code shall be returned to the Member;

(b) second, all unmatched Salary Deferral Contributions
plus earnings (determined using a like method as set forth in Section
4.9 of the Plan) in excess of the limits of Section 415 of the Code
shall be returned to the Member;

(c) third, all matched Employee After-Tax Contributions
plus any earnings (determined using a like method as set forth in
Section 4.9 of the Plan) in excess of the limits of Section 415 of the
Code shall be returned to the Member;

(d) fourth, all matched Salary Deferral Contributions
plus earnings (determined using a like method as set forth in Section
4.9 of the Plan) in excess of the limits of Section 415 of the Code
shall be returned to the Member;

(e) fifth, if the Member is still employed by the
Employer at the end of the Plan Year, any remaining excess funds shall
be placed in an unallocated suspense account to be applied to reduce
future Employer Contributions for that Member for as many Plan Years
as are necessary to exhaust the suspense account in keeping with the
amounts which would otherwise be allocated to that Member's Account;
and

(f) sixth, if the Member is not employed by the Employer
at the end of the Plan Year, the remaining excess funds shall be
placed in an unallocated suspense account to reduce future Employer
Contributions for all remaining Members for as many Plan Years as are
necessary to exhaust the suspense account. That suspense account
shall not share in the allocation of income or loss of the Trust Fund.
In any Plan Year in which amounts are held in this suspense account,
Employer Retirement Contributions, Medical Savings Contributions and
Matching Contributions will not be made to the Trust to the extent
that the allocation of these contributions would violate Section 415
of the Code.

V-3
<PAGE> 34
Upon the termination of the Plan, any amounts in the suspense
account will be allocated to the current Members to the extent permitted and
any remaining amount shall revert to the Employer.

In determining which Annual Additions are excess, Employer
Matching Contributions will be allocated prior to Employer Retirement
Contributions and Medical Savings Contributions.

5.5 The Trustee shall value the Trust Fund on its
Valuation Date at its then fair market value, but without regard to any
Contributions made to the Plan after the preceding Valuation Date, shall
determine the amount of income earned or losses suffered by the Trust Fund and
shall determine the appreciation or depreciation of the Trust Fund since the
preceding Valuation Date. The Committee shall separate the Trust Fund into the
various investment funds or accounts in which it is held, if more than one, and
shall then allocate as of the Valuation Date the income earned and losses
suffered and the appreciation or depreciation in the assets of the Trust Fund
for the period since the last preceding Valuation Date. The allocation shall
be among the Members and former Members who have undistributed Account balances
based upon their Account balances in each of the various investment funds or
accounts, if more than one, as of the last Valuation Date reduced, as
appropriate, by amounts used from the investment fund or account or Trust to
make a withdrawal or distribution or any other transaction which is properly
chargeable to the Member's Account during the period since the last Valuation
Date. The Committee, by resolution, may elect in lieu of the allocation method
described above to use a unit allocation method, a separate account method or
any other equitable method if it announces the method of allocation to the
Members prior to the beginning of the period during which it is first used.

5.6 If at any time in the interval between Valuation
Dates, one or more withdrawals or one or more distributions are to be made and
the Committee determines that an interim allocation is necessary to prevent
discrimination against those Members and former Members who are not receiving
funds, the Trustee is to perform a valuation of a portion or all of the Trust
Fund as of a date selected by the Committee which is administratively practical
and near the date of withdrawals or distributions in the same manner as it
would if it were a scheduled Valuation Date. That date may be before or after
any particular distribution or withdrawal. The Committee shall then allocate
as of that date any income or loss and any appreciation or depreciation to the
various Accounts of each of the Members in the same manner as it would if it
were a scheduled Valuation Date. Then without regard to the language in
Section 6.1, all withdrawals or distributions made after that date and prior to
the next Valuation Date, even though the event causing it occurred earlier,
shall be based upon the Accounts as adjusted by the interim valuation.

5.7 The Committee may: (a) maintain commingled and/or
separate Trusts for some or all Members, (b) establish separate investment
funds which may be elected by some or all Members, (c) permit some or all
individual Members to elect their own investments, or (d) permit a combination
of (a), (b) and (c), from time to time. Additionally, the amounts transferred

V-4
<PAGE> 35
to Accounts of former participants of the Armco Thrift Plan may also be
invested in a Armco stock fund which will be an unsegregated fund invested
primarily in the capital stock of Armco Inc. This stock will be held in the
name of the Trustee or its nominee. A Member may transfer amounts out of the
Armco stock fund in amounts or block of shares as is designated by the
Committee in a uniform and nondiscriminatory manner. Once a Member transfers
amounts out of the Armco stock fund, he may not reinvest in the Armco stock
fund at a later date.

Once the Committee has selected or changed the mode of
investments, it shall establish rules pertaining to its administration,
including but not limited to: selection of forms, rules for making selections
effective, establishing the frequency of permitted changes, the minimum
percentage in any investment, and all other necessary or appropriate
regulations.

The Committee may direct the Trustee to hold funds in cash or
near money awaiting investment or to sell assets and hold the proceeds in cash
or near money awaiting reinvestment when establishing, using or changing
investment modes. For this purpose the funds may be held in cash or invested
in short-term investments such as certificates of deposit, U.S. Treasury bills,
savings accounts, commercial paper, demand notes, money market funds, any
common, pooled or collective funds which the Trustee or any other corporation
may now have or in the future may adopt for short-term investments and any
other similar assets which may be offered by the federal government, national
or state banks (whether or not serving as Trustee) or any savings and loan
association.

5.8 No allocation, adjustment, credit or transfer shall
ever vest in any Member any right, title or interest in the Trust Fund except
at the times and upon the terms and conditions specified in this Plan. The
Trust Fund shall, as to all Accounts of all Members, be a commingled fund.

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<PAGE> 36
ARTICLE VI

BENEFITS

6.1 Upon a Member's participation in the Plan, he shall
be at all times 100% vested in his Accounts. For the purpose of making a
distribution or withdrawal, a Member's Accounts shall be his Accounts as valued
as of the Valuation Date which is coincident with or next preceding the
distribution or withdrawal, adjusted only for Contributions, distributions and
withdrawals, if any, made between the Valuation Date and that event. All
distributions and withdrawals shall be made as soon as administratively
practicable following the Valuation Date used.

6.2 If a Member or retired Member dies, the death benefit
payable to the Member's spouse or designated Beneficiary or Beneficiaries shall
be 100% of the remaining amount in all of his Accounts as of the day he dies.

6.3 A Member may retire on the first day of any month
after he attains his Retirement Age. If a Member retires, he is entitled to
receive 100% of all of his Accounts as of the day he retires.

6.4 If a Member's employment with an Employer is
terminated and the Committee determines he is suffering from a Disability, he
is entitled to receive 100% of all of his Accounts as of the day he terminated
because of his Disability.

6.5 If a Member severs employment with the Employer and
all Affiliated Employers for any reason other than death, retirement or
disability, he is entitled to receive 100% of all of his Accounts.

6.6 If the Committee determines that a judgment, decree
or order relating to child support, alimony payments or marital property rights
of the spouse, former spouse, child or other dependent of the Member is a
qualified domestic relations order which complies with a state's domestic
relations law or community property law and Section 414(p) of the Code or is a
domestic relations order entered before January 1, 1985, the Committee may
direct the Trustee to distribute the awarded property to the alternate payee
named in the qualified domestic relations order in a lump sum payment. To be a
qualified domestic relations order, the order must clearly specify: (a) the
name and last known mailing address of the Member and each alternate payee
under the order, (b) the amount or percentage of the Member's benefits to be
paid from the Plan to each alternate payee or the manner in which the amount or
percentage can be determined, (c) the number of payments or periods for which
the order applies, (d) the plan to which the order applies, and (e) all other
requirements set forth in Section 414(p) of the Code.

6.7 Only the following withdrawals may be made during
employment:

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(a) A Member is entitled to receive a withdrawal from his
Rollover Account after giving written notice to the Committee prior to
the next Valuation Date to which the withdrawal is to be effective.
The withdrawal cannot be more than the balance of the Account. Any
second withdrawal during a Plan Year from this Account terminates the
Member's right to receive an allocation of Employer Matching
Contributions or to make Employee After-Tax Contributions and have
Salary Deferral Contributions made on his behalf for a period of three
months following the effective date of the withdrawal and until his
timely filing of a written request to resume these types of
Contributions in accordance with Plan rules. However, the Member is
entitled to have Employer Retirement Contributions and Employer
Medical Savings Contributions made on his behalf. The Committee shall
establish rules regarding when notice must be given to the Committee
in order to receive a withdrawal.

(b) A Member is entitled to receive a withdrawal from his
Employee After-Tax Contribution Account after giving written notice to
the Committee prior to the next Valuation Date to which the withdrawal
is to be effective. The withdrawal cannot be more than the balance of
the Account. Any second withdrawal during a Plan Year from this
Account terminates the Member's right to receive an allocation of
Employer Matching Contributions or to make Employee After-Tax
Contributions and have Salary Deferral Contributions made on his
behalf for a period of three months following the effective date of
the withdrawal and until his timely filing of a written request to
resume these types of Contributions in accordance with Plan rules.
However, the Member is entitled to have Employer Retirement
Contributions and Employer Medical Savings Contributions made on his
behalf. Each withdrawal of Employee After-Tax Contributions
contributed after December 31, 1986 shall include a pro rata share of
income earned on those Contributions. Therefore, withdrawals shall be
treated as first made from pre-1987 contributions until they are
exhausted unless the Member elects to first receive a withdrawal from
his Employee After-Tax Contributions contributed after December 31,
1986. The Committee shall establish rules regarding when notice must
be given to the Committee in order to receive a withdrawal.

(c) A Member is entitled to a withdrawal of his Employer
Matching Contributions that have been held in his Account for a period
of at least two full Plan Years as of the effective date of the
withdrawal provided he has first withdrawn all amounts in his Employee
After-Tax Contribution Account and given written notice to the
Committee prior to the next Valuation Date to which the withdrawal is
to be effective. The

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withdrawal cannot be more than the balance of the Account and will be
effective as of the next Valuation Date. Any second withdrawal during
the Plan Year from this Account terminates the Member's right to
receive an allocation of Employer Matching Contributions or to make
Employee After-Tax Contributions and have Salary Deferral
Contributions made on his behalf for a period of three months
following the effective date of the withdrawal and until his timely
filing of a written request to resume these types of Contributions in
accordance with Plan rules. However, Employer Retirement
Contributions and Employer Medical Savings Contributions will continue
to be made on behalf of the Member. The Committee shall establish
rules regarding when notice must be given to the Committee in order to
receive a withdrawal.

(d) After a Member attains age 59-1/2, he is entitled to
receive a withdrawal from his Salary Deferral Contribution Account
after giving written notice to the Committee prior to the next
Valuation Date to which the withdrawal is to be effective provided he
has first withdrawn all amounts in his Employee After-Tax Contribution
Account and Employer Matching Contribution Account that are available
to be withdrawn. The withdrawal cannot be more than the balance of
the Account. Any second withdrawal during a Plan Year from this
Account terminates the Member's right to receive an allocation of
Employer Matching Contributions and to make Employee After-Tax
Contributions and to have the Employer make Salary Deferral
Contributions on his behalf for a period of three months following the
effective date of the withdrawal and until his timely filing of a
written request to resume these types of Contributions in accordance
with Plan rules. However, Employer Retirement Contributions and
Employer Medical Savings Contributions shall continue to be made on
behalf of the Member. The Committee shall establish rules regarding
when notice must be given to the Committee in order to receive a
withdrawal.

(e) Prior to a Member attaining age 59-1/2, he is
entitled to receive a withdrawal from his Salary Deferral Contribution
Account (exclusive of income earned after December 31, 1988) in the
event of an immediate and heavy financial need incurred by the Member
and the Committee's determination that the withdrawal is necessary to
alleviate that hardship. The withdrawal must be for at least
$1,000.00 or if the Member's Account is less than this amount, the
entire balance of the Account (exclusive of income earned after
December 31, 1988). To receive this type of withdrawal, the Member
must give written notice to the Committee prior to the next Valuation
Date to which the withdrawal is to be effective. The Committee shall
establish rules regarding when notice must be given to the Committee
in order to receive a withdrawal.

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A distribution shall be made on account of financial hardship
only if the distribution is for: (i) Expenses for medical care
described in Section 213(d) of the Code previously incurred by the
Member, the Member's spouse, or any dependents of the Member (as
defined in Section 152 of the Code) or necessary for these persons to
obtain medical care described in Section 213(d) of the Code, (ii)
costs directly related to the purchase (excluding mortgage payments)
of a principal residence for the Member, (iii) payment of tuition and
related educational fees for the next 12 months of post-secondary
education for the Member, his or her spouse, children, or dependents
(as defined in Section 152 of the Code), (iv) payments necessary to
prevent the eviction of the Member from his principal residence or
foreclosure on the mortgage of the Member's principal residence, or
(v) any other event added to this list by the Commissioner of Internal
Revenue.

A distribution to satisfy an immediate and heavy financial
need shall not be made in excess of the amount of the immediate and
heavy financial need of the Member and the Member must have obtained
all distributions, other than hardship distributions, and all
nontaxable (at the time of the loan) loans currently available under
all plans maintained by the Employer. The amount of a Member's
immediate and heavy financial need includes any amounts necessary to
pay any federal, state or local income taxes or penalties reasonably
anticipated to result from the financial hardship distribution.

The Member's hardship distribution shall terminate his or her
right to make any Employee After- Tax Contributions or to have the
Employer make any Salary Deferral Contributions on his or her behalf
until the next time Employee After-Tax Contributions and Salary
Deferral Contributions are permitted after the lapse of 12 months
following the hardship distribution and his or her timely filing of a
written request to resume his or her Employee After-Tax Contributions
or Salary Deferral Contributions. Even then, if the Member resumes
Contributions in his next taxable year he cannot have the Employer
make any Salary Deferral Contributions in excess of the limit in
Section 402(g) of the Code for that taxable year reduced by the amount
of Salary Deferral Contributions made by the Employer on the Member's
behalf during the taxable year of the Member in which he received the
hardship distribution.

In addition, for 12 months after he receives a hardship
distribution from this Plan the Member is prohibited from making
elective contributions and employee contributions to all other
qualified and nonqualified plans of deferred compensation maintained
by the Employer,

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including stock option plans, stock purchase plans and Code Section
401(k) cash or deferred arrangements that are part of cafeteria plans
described in Section 125 of the Code. However, the Member is not
prohibited from making mandatory employee contributions to a defined
benefit plan, or contributions to a health or welfare benefit plan,
including one that is part of a cafeteria plan within the meaning of
Section 125 of the Code.

(f) Amounts that are transferred from the Ansaldo Ross
Hill Inc. 401(k) Plan to the Plan in a plan to plan transfer (the
"Transferred Funds"), shall be held in an Ansaldo Ross Hill Prior Plan
Account. Such Transferred Funds shall be subject to an inservice
withdrawal right by those Members who have an Ansaldo Ross Hill Prior
Plan Account at anytime following the Members' attainment of age
59-1/2 and/or age 65 notwithstanding his continued employment with the
Employer.

6.8 If a person who is entitled to a distribution cannot
be located during a search period of 60 days after the Trustee has initially
attempted making payment, that person's Account shall be forfeited. However,
if at any time prior to the termination of this Plan and the complete
distribution of the Trust Fund, the former Member or Beneficiary files a claim
with the Committee for the forfeited benefit, that benefit shall be reinstated
(without adjustment for trust income or losses during the forfeited period)
effective as of the date of the receipt of the claim. As soon as appropriate
following the Employer's Contribution of the reinstated amount, it shall be
paid to the former Member or Beneficiary in a single sum. If the Plan is
joined as a party to any escheat proceeding involving a forfeited amount, the
Plan shall comply with the final judgment and shall treat the judgment as if it
were a claim filed by the former Member or Beneficiary and shall pay in
accordance with that judgment.

6.9 When a benefit is due, the Member or Beneficiary
should submit his claim to the person or office designated by the Committee to
receive claims. Under normal circumstances, a final decision shall be made as
to a claim within 90 days after receipt of the claim. If the Committee
notifies the claimant in writing during the initial 90 day period, it may
extend the period up to 180 days after the initial receipt of the claim. The
written notice must contain the circumstances necessitating the extension and
the anticipated date for the final decision. If a claim is denied during the
claims period, the Committee must notify the claimant in writing. The denial
must include the specific reasons for it, the Plan provisions upon which the
denial is based, and the claims review procedure. If no action is taken during
the claims period, the claim is treated as if it were denied on the last day of
the claims period.

If a Member's or Beneficiary's claim is denied and he wants a
review, he must apply to the Committee in writing. That application can
include any comment or argument the claimant wants to make. The claimant can
either represent himself or appoint a representative, either of whom has the
right to inspect all documents pertaining to the claim and its denial. The
Committee can schedule any meeting with the claimant or his representative that
it finds necessary or appropriate to complete its review.

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The request for review must be filed within 90 days after the
denial. If it is not, the denial becomes final. If a timely request is made,
the Committee must make its decision, under normal circumstances, within 60
days of the receipt of the request for review. However, if the Committee
notifies the claimant prior to the expiration of the initial review period, it
can extend the period of review up to 120 days following the initial receipt of
the request for a review. All decisions of the Committee must be in writing
and must include the specific reasons for their action and the Plan provisions
on which their decision is based. If a decision is not given to the claimant
within the review period, the claim is treated as if it were denied on the last
day of the review period.

6.10 Distributions shall be made only in cash unless an
asset held in the Trust cannot be sold by distribution date or can only be sold
at less than its appraised value, in which event part or all of the
distribution may be made in kind. However, Armco stock held pursuant to
investment of amounts transferred from the Armco Thrift Plan for former
Participants of the Armco Thrift Plan shall be distributed in shares of Armco
stock or liquidated in accordance with the Member's election. All
distributions shall be paid in a lump sum payment or, effective as to
distributions made on or after January 1, 1993, as a Direct Rollover if the
Distributee elects, at the time and in the manner prescribed by the Committee,
to have any portion or all of the Eligible Rollover Distribution paid directly
to an Eligible Retirement Plan named by the Distributee.

Any benefit held for distribution past one or more Valuation
Dates shall continue to share in the appreciation or depreciation of the Trust
Fund and in the income earned or losses incurred by the Trust Fund until the
last Valuation Date which occurs with or next precedes the date distribution is
made.

If the benefit to be distributed plus all prior Plan
distributions to the Member is $3,500.00 or less, or is greater than $3,500.00
and the Member consents to the distribution, the benefit must be paid or begin
to be paid within one year after the Member becomes entitled to the benefit.
If the benefit plus all prior Plan distributions to the Member is greater than
$3,500.00 and the Member fails to consent to the distribution, the distribution
shall not be made without the Member's consent until he attains age 62. In any
event, if the Member dies, the surviving spouse can request to receive a lump
sum payment within a reasonable time.

If a portion of the Member's Account is payable to a
designated Beneficiary the payment must be made not later than one year after
the Member's death. If the surviving spouse is the Beneficiary, the payment
may be delayed so as to be made on the date on which the Member would have
attained age 70-1/2. If payment is postponed and the surviving spouse dies
before payment is made, the surviving spouse shall be treated as the Member for
purposes of this paragraph.

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6.11 All distributions must comply with Section 401(a)(9)
and (14) of the Code. Therefore, unless the distribution fits within one of
the exceptions below the distribution must be made NO LATER than the earlier of
(a) or (b): (a) the 60th day after the latest of the end of the Plan Year in
which: (i) the Member attains age 62, (ii) occurs the 10th anniversary of the
year in which the Member began participation, or (iii) the Member terminates
employment with the Employer and all Affiliated Employers unless the Member
consents to a later time, OR (b) April 1st of the calendar year following the
calendar year in which the Member attains age 70-1/2. If a Member attains age
70-1/2, the Member must elect to receive the required distribution within that
time limit either in one lump sum or in installments. If installments are
elected, each installment paid must be equal to or greater than the minimum
required distribution under Section 401(a)(9) of the Code. The following are
exceptions to the general mandatory distribution rule: (a) if a Member was
70-1/2 before January 1, 1988 and never is or has been a 5% owner at anytime
during the Plan Year ending with or within the calendar year in which the
Member became 66-1/2 or any subsequent Plan Year, the distribution does not
have to be made until the April 1 following the calendar year in which the
Member retires; (b) if a Member was 70-1/2 before January 1, 1988 and was or
later becomes a 5% owner, the distribution does not have to be made until the
April 1 following the earlier of the calendar year with or within which ends
the Plan Year in which the Member becomes a 5% owner or the calendar year in
which the Member retires; and (c) if a Member made a designation before January
1, 1984 which complied with Section 401(a)(9) of the Code before its amendment
by the Tax Reform Act of 1984, the distribution does not have to be made until
the time described in the designation.

6.12 There shall be no duplication of benefits under this
Plan. Without regard to any other language in this Plan, all distributions and
withdrawals are to be subtracted from a Member's Account as of the date of the
distribution or withdrawal. Thus, if the Member has received one distribution
or withdrawal and is ever entitled to another distribution or withdrawal, the
prior distribution or withdrawal is to be taken into account.

6.13 Each Member has the right to designate and to revoke
the designation of his Beneficiary or Beneficiaries. Each designation or
revocation must be evidenced by a written document in the form required by the
Committee, signed by the Member and filed with the Committee. If no
designation is on file at the time of a Member's death or if the Committee
determines that the designation is ineffective, the designated Beneficiary
shall be the Member's spouse, if living, or if not, the executor, administrator
or other personal representative of the Member's estate.

If a Member is considered to be married under local law, the
Member's designation of any Beneficiary, other than the Member's spouse, shall
not be valid unless the spouse acknowledges in writing that he or she
understands the effect of the Member's beneficiary designation and consents to
it. The consent must be to a specific Beneficiary. The written
acknowledgement and consent must be filed with the Committee, signed by the
spouse and witnessed by a member of the Committee or a notary public. However,
if the spouse cannot be located or there exist other circumstances as described
in Sections 401(a)(11) and 417(a)(2) of the Code, the requirement of the
Member's spouse's acknowledgement and consent may be waived. If a Beneficiary
other than the Member's spouse is named, the designation shall become invalid
if the Member is later determined to be married under local law, the Member's
missing

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<PAGE> 43
spouse is located or the circumstances which waived the requirement of
obtaining the consent of the Member's spouse no longer exists.

6.14 If the Committee determines that any person to whom a
payment is due is unable to care for his affairs because of physical or mental
disability, it shall have the authority to cause the payments to be made to the
spouse, brother, sister or other person the Committee determines to have
incurred, or to be expected to incur, expenses for that person unless a prior
claim is made by a qualified guardian or other legal representative. The
Committee and the Trustee shall not be responsible to oversee the application
of those payments. Payments made pursuant to this power shall be a complete
discharge of all liability under the Plan and Trust and the obligations of the
Employer, the Trustee, the Trust Fund and the Committee. Any amount payable to
a minor under any provision of this Plan including the foregoing provisions of
this Section may be paid directly to the minor. The receipt by the minor shall
be a complete discharge of all liability under the Plan and Trust and the
obligations of the Employer, the Trustee, the Trust Fund and the Committee.

6.15 The Committee shall determine from time to time
whether loans may be made by Members, which for purposes of this Section shall
include former Members and Beneficiaries who are parties in interest as defined
in Section 3(14) of ERISA, who have an Account balance from which loans may be
made. In addition, the Committee may on a uniform and nondiscriminatory basis,
permit all former Members who maintain an Account balance from which loans may
be made to obtain loans if they are part of a business unit sold to an
unrelated third party. However, no loans shall be made to any
shareholder-employee (as defined in Section 1379 of the Internal Revenue Code
of 1954 in effect on the day before the enactment of the Subchapter S Revision
Act of 1982) or any owner-employee (as defined in Section 401(c)(3) of the
Code) or a member of the family of either (as defined in Section 267(c)(4) of
the Code).

If the Committee permits loans by Members, the opportunity
must be made available to all Members on an equal basis as soon as
administratively possible. If the Committee permits loans, each Member may
borrow up to 50% of the vested interest in his Account but never more than
$50,000.00, reduced by the excess of the Member's highest outstanding loan
balance from the Plan during the preceding one year period over the Member's
outstanding loan balance from the Plan on the day the loan was made. In
determining whether a loan would exceed these limits, all loans under all plans
of the Employer and all Affiliated Employers which are outstanding or which
have not been repaid at least one year before, must be taken into
consideration.

A loan to a Member shall be a Member directed investment of
his Account. The loan is a Trust investment but no Account other than the
borrowing Member's Account shall share in the interest paid on the loan or bear
any loss incurred because of the loan. All interest paid on the loan shall be
credited to the Member's Account. At that time, the monies received may be
transferred to other funds as may be directed by the Member or transferred to
the general fund if Members are not then allowed to direct investments.

All loans must be secured by the Member's vested interest in
his Account at the date of the loan. The loan must (a) be evidenced by a
written note and security agreement, (b)

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<PAGE> 44
require a level amortization of the principal and interest, with monthly
payments to be made by payroll deductions while the Member is an Employee (and
with payments at least quarterly if the Member is not an Employee), (c) have a
maturity date of less than five years except when the loan is used to purchase
a dwelling which is used or is to be used within a reasonable time as the
principal residence of the Member, and (d) must be consented to by the Member's
spouse within the 90 day period before the making of the loan. When required
by law, every person receiving a loan must be given a statement clearly
reflecting the charges involved in each loan transaction which will be charged
to him or his Account, specifying the dollar amount, the annual interest rate,
and any finance charge and setting forth any other information required under
the truth-in-lending laws or any other federal or state law.

A Member may not make a withdrawal if the remaining balance of
the Member's Account would be less than the outstanding loan balance or the
withdrawal would violate any security requirements of the loan. No
distribution may be made to a Member until all loans to him have been paid in
full. Therefore, if a Member is entitled to a distribution while there is
still an outstanding loan to him, the Committee shall offset, to the extent
necessary, the remaining unpaid loan principal and accrued interest against the
amount to be distributed. Then any remaining balance shall be paid to the
Member. If the distribution is not sufficient to satisfy the loan, the Member
shall remain liable for any remaining balance due.

The Committee is authorized to establish written guidelines
which, if and when adopted, shall become part of this Plan and shall establish
a procedure for applying for loans, the basis on which loans will be approved
or denied, limitations (if any) on the types and amounts of loans offered, the
procedure for determining a reasonable rate of interest, the events
constituting default and steps that will be taken to preserve plan assets in
the event of a default.

6.16 A Member employed by an Employer that is a
corporation is entitled to receive a lump sum distribution of his interest in
his Accounts in the event of the sale or other disposition by the Employer of
at least 85% of all of the assets used by the Employer in a trade or business
to an unrelated corporation if (a) the Employer continues to maintain the Plan
after the disposition and (b) in connection with the disposition the Member is
transferred to the employ of the corporation acquiring the assets.

A Member employed by an Employer that is a corporation is
entitled to receive a lump sum distribution of his interest in his Accounts in
the event of the sale or other disposition by the Employer of its interest in a
subsidiary (within the meaning of Section 409(d)(3) of the Code) to an
unrelated entity or individual if (a) the Employer continues to maintain the
Plan after the disposition and (b) in connection with the disposition the
Member continues employment with the subsidiary.

The selling Employer is treated as continuing to maintain the
Plan after the disposition only if the purchaser does not maintain the Plan
after the disposition. A purchaser is considered to maintain the Plan if it
adopts the Plan, becomes an employer whose employees accrue benefits under the
Plan, or if the Plan is merged or consolidated with, or any assets or

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<PAGE> 45
liabilities are transferred from the Plan to, a plan maintained by the
purchaser in a transaction subject to Section 414(l)(1) of the Code.

An unrelated corporation, entity or individual is one that is
not required to be aggregated with the selling Employer under Section 414(b),
(c), (m), or (o) of the Code after the sale or other disposition.

If a Member's Account balance is $3,500 or less at the date of
the disposition, the Committee will direct the Trustee to pay to the Member a
lump sum cash distribution of his Account balance as soon as administratively
practicable following the disposition and any Internal Revenue Service approval
of the distribution that the Committee deems advisable to obtain.

If a Member's Account balance is more than $3,500 at the date
of the disposition, he may elect (1) to receive a lump sum cash distribution of
his Account balance as soon as administratively practicable following the
disposition and receipt of any Internal Revenue Service approval of the
distribution that the Committee deems advisable to obtain, or (2) he may elect
to defer receipt of his vested Account balance until the first day of the month
coincident with or next following the date that he attains age 62. In the
manner and at the time required under Department of Treasury regulations, the
Committee will provide the Member with a notice of his right to defer receipt
of his Account balance.

However, no distribution shall be made to a Member under this
Section after the end of the second calendar year following the calendar year
in which the disposition occurred. In addition, no distribution shall be made
under this Section unless it is a lump sum distribution within the meaning of
Section 402(e)(4) of the Code, without regard to subparagraphs (A)(i) through
(iv), (B), and (H) of that Section.

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ARTICLE VII

TOP-HEAVY REQUIREMENTS

7.1 The requirements described in this Article shall
apply to each Plan Year that this Plan is determined to be a Top-Heavy Plan
under the test set out in the following Section.

7.2 If on the Determination Date the total of the
Accounts of Key Employees in the Plan exceeds 60% of the total of the Accounts
of all Employees in the Plan, this Plan shall be a Top-Heavy Plan for that Plan
Year. In addition, if this Plan is required to be included in an Aggregation
Group and that group is a top-heavy group, this Plan shall be treated as a
Top-Heavy Plan. An Aggregation Group is a top-heavy group if on the
Determination Date the sum of (a) the present value of the cumulative accrued
benefits for Key Employees under all defined benefit plans in the Aggregation
Group which contains this Plan plus (b) the total of all of the accounts of Key
Employees under all defined contribution plans included in the Aggregation
Group (which contains this Plan) is more than 60% of a similar sum determined
for all employees covered in the Aggregation Group which contains this Plan.

In applying the above tests, the following rules shall apply:

(a) in determining the present value of the accumulated
accrued benefits for any Employee or the amount in the account of any
Employee, the value or amount shall be increased by all distributions
made to or for the benefit of the Employee under the Plan during the
five year period ending on the Determination Date;

(b) all rollover contributions made after December 31,
1983 by the Employee to the plan shall not be considered by the plan
for either test;

(c) if an Employee is a Non-Key Employee under the plan
for the Plan Year but was a Key Employee under the plan for another
prior Plan Year, his account shall not be considered; and

(d) benefits shall not be taken into account in
determining the top-heavy ratio for any Employee who has not performed
services for the Employer during the last five-year period ending upon
the Determination Date.

7.3 If a Member has at least one Hour of Service during a
Plan Year when the Plan is a Top-Heavy Plan he shall vest under the normal
vesting provisions of the Plan.

7.4 If this Plan is a Top-Heavy Plan and the normal
allocation of the Employer

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<PAGE> 47
Contribution and forfeitures is less than 3% of any Non-Key Employee Member's
Annual Compensation, the Committee, without regard to the normal allocation
procedures, shall allocate the Employer Retirement Contribution among the
Members who are in the employ of the Employer at the end of the Plan Year (even
if the Member has less than 501 Hours of Service in the Plan Year), in
proportion to each Member's Annual Compensation as compared to the total Annual
Compensation of all Members for that Plan Year until each Non-Key Employee
Member has had an amount equal to the lesser of (i) the highest rate of
Contribution applicable to any Key Employee, or (ii) 3% of his Annual
Compensation allocated to his Account. At that time, any more Employer
Retirement Contributions shall be allocated under the normal allocation
procedures described earlier in this Plan. Salary Deferral Contributions and
Employer Matching Contributions made on behalf of Key Employees are included in
determining the highest rate of Employer Contributions. Salary Deferral
Contributions made on behalf of Non-Key Employees shall not be included in
determining the minimum contribution required under this Section. Employer
Matching Contributions and amounts that may be treated as Section 401(k)
Contributions or Section 401(m) Contributions made on behalf of Non-Key
Employees may not be included in determining the minimum contribution required
under this Section to the extent that they are treated as Section 401(m)
Contributions or Section 401(k) Contributions for purposes of the Actual
Deferral Percentage test or the Contribution Percentage test.

In applying this restriction the following rules shall apply:

(a) each Employee who is eligible for membership (without
regard to whether he has made mandatory contributions, if any are
required, or whether his compensation is less than a stated amount)
shall be entitled to receive an allocation under this Section; and

(b) all defined contribution plans required to be
included in the Aggregation Group shall be treated as one plan for
purposes of meeting the 3% maximum; this required aggregation shall
not apply if this Plan is also required to be included in an
Aggregation Group which includes a defined benefit plan and this Plan
enables that defined benefit plan to meet the requirements of Sections
401(a)(4) or 410 of the Code.

7.5 If this Plan is a Top-Heavy Plan, it must meet the
vesting and benefit requirements described in this Article without taking into
account contributions or benefits under Chapter 2 of the Code (relating to tax
on self-employment income), Chapter 21 of the Code (relating to Federal
Insurance Contributions Act), Title II of the Social Security Act or any other
Federal or State law.

If a Non-Key Employee is covered by both a Top-Heavy defined
contribution plan and a defined benefit plan, he shall receive the defined
benefit minimum, offset by the benefits provided under the defined contribution
plan.

7.6 If the Plan is determined to be a Top-Heavy Plan, the
number "1.00" must

VII-2
<PAGE> 48
be substituted for the number "1.25" when applying the limitations of Section
415 of the Code to this Plan, unless the Plan would not be a Top-Heavy Plan if
"90%" were substituted for "60%" and the Employer Contribution for the Plan
Year for each Non-Key Employee, who is a Member, is not less than 4% of the
Member's Annual Compensation.

VII-3
<PAGE> 49
ARTICLE VIII

ADMINISTRATION OF THE PLAN

8.1 The Management Committee shall appoint a Committee to
administer this Plan. The members shall serve until their resignation, death
or removal. Any member may resign at any time by mailing a written resignation
to the Management Committee. Any member may be removed by the Management
Committee, with or without cause. Vacancies may be filled by the Management
Committee from time to time.

8.2 The Committee is a fiduciary. It has the exclusive
responsibility for the general administration of the Plan and Trust, and has
all powers necessary to accomplish that purpose, including but not limited to
the following rights, powers, and authorities:

(a) To make rules for administering the Plan and Trust so
long as they are not inconsistent with the terms of the Plan;

(b) To construe all provisions of the Plan and Trust; and
any construction the Committee adopts in good faith shall be final and
conclusive as to all parties;

(c) To correct any defect, supply any omission, or
reconcile any inconsistency which may appear in the Plan or Trust; and
any correction the Committee makes in good faith shall be final and
conclusive as to all parties;

(d) To select, employ, and compensate at any time any
consultants, actuaries, accountants, attorneys, and other agents and
employees the Committee believes necessary or advisable for the proper
administration of the Plan and Trust; any firm or person selected may
be a disqualified person but only if the requirements of Section
4975(d) of the Code have been met;

(e) To determine all questions relating to eligibility,
Active Service, Compensation, allocations and all other matters
relating to benefits or Members' entitlement to benefits;

(f) To determine all controversies relating to the
administration of the Plan and Trust, including but not limited to any
differences of opinion arising between an Employer and the Trustee or
a Member, or any combination of them and any questions it believes
advisable for the proper administration of the Plan and Trust;

(g) To direct or to appoint an investment manager or
managers

VIII-1
<PAGE> 50
who can direct the Trustee in all matters relating to the investment,
reinvestment and management of the Trust Fund;

(h) To direct the Trustee in all matters relating to the
payment of Plan benefits; and

(i) To delegate any clerical or recordation duties of the
Committee as the Committee believes is advisable to properly
administer the Plan and Trust.

8.3 The Committee may select, from among its members, a
chairman, and may select a secretary. The secretary need not be a member of
the Committee. The secretary shall keep all records, documents and data
pertaining to its administration of the Plan and Trust.

8.4 A majority of the Committee constitutes a quorum for
the transaction of business. The vote of a majority of the members present at
any meeting shall decide any question brought before that meeting. In
addition, the Committee may decide any question by a vote, taken without a
meeting, of a majority of its members.

8.5 The chairman, the secretary and any one or more of
the members of the Committee to which the Committee has delegated the power
shall each, severally, have the power to execute any document on behalf of the
Committee, and to execute any certificate or other written evidence of the
action of the Committee. The Trustee, after it is notified of any delegation
of power in writing, shall accept and may rely upon any document executed by
the appropriate member or members as representing the action of the Committee
until the Committee files a written revocation of that delegation of power with
the Trustee.

8.6 A member of the Committee who is also a Member of
this Plan shall not vote or act upon any matter relating solely to himself.

8.7 The Committee shall make available to each Member and
Beneficiary for his examination those records, documents and other data
required under ERISA, but only at reasonable times during business hours. No
Member or Beneficiary has the right to examine any data or records reflecting
the compensation paid to any other Member or Beneficiary. The Committee is not
required to make any other data or records available other than those required
by ERISA.

8.8 The Committee and each of its members shall use the
care, skill, prudence and diligence under the circumstances then prevailing
that a prudent man, acting in a like capacity and familiar with such matters,
would use in conducting his business as the administrator of the Plan, shall,
when exercising its power to direct investments, diversify the investments of
the Plan so as to minimize the risk of large losses, unless under the
circumstances it is clearly prudent not to do so, and shall otherwise comply
with the provisions of this Plan and ERISA.

VIII-2
<PAGE> 51
8.9 No member of the Committee shall be liable for any
act or omission of any other member of the Committee, the Trustee, any
investment manager appointed by the Committee or any other agent appointed by
the Committee unless required by the terms of ERISA or another applicable state
or federal law under which liability cannot be waived. No member of the
Committee shall be liable for any act or omission of his own unless required by
ERISA or another applicable state or federal law under which liability cannot
be waived.

If the Committee directs the Trustee to do so, it may purchase
out of the Trust Fund insurance for the members of the Committee, for any other
fiduciaries appointed by the Committee and for the Trust Fund itself to cover
liability or losses occurring because of the act or omission of any one or more
of the members of the Committee or any other fiduciary appointed under this
Plan. But, that insurance must permit recourse by the insurer against the
members of the Committee or the other fiduciaries concerned if the loss is
caused by breach of a fiduciary obligation by one or more members of the
Committee or other fiduciary.

8.10 No member of the Committee is required to give bond
for the performance of his duties unless required by a law which cannot be
waived.

8.11 The Committee shall serve without compensation but
shall be reimbursed by the Employer for all expenses properly incurred in the
performance of their duties unless the Sponsor elects to have those expenses
paid from the Trust Fund. Each Employer shall pay that part of the expense as
determined by the Committee in its sole judgment.

8.12 Any person, group of persons, corporations, firm or
other entity, may serve in more than one fiduciary capacity with respect to
this Plan, including serving as both Trustee and as a member of the Committee.

8.13 For all purposes of ERISA, the administrator of the
Plan is the Sponsor. The administrator has the final responsibility for
compliance with all reporting and disclosure requirements imposed under all
applicable federal or state laws and regulations.

8.14 The Committee has full and absolute discretion in the
exercise of each and every aspect of its authority under the Plan, including
without limitation, the authority to determine any person's right to benefits
under the Plan, the correct amount and form of any benefits, the authority to
decide any appeal, the authority to review and correct the actions of any prior
administrative committee, and all of the rights, powers, and authorities
specified in this Article VIII and the Plan. Notwithstanding any provision of
law or any explicit or implicit provision of this document, any action taken,
or ruling or decision made, by the Committee in the exercise of any of its
powers and authorities under the Plan shall be final and conclusive as to all
parties other than the Sponsor or Trustee, including without limitation all
Members and Beneficiaries, regardless of whether the Committee or one or more
of its members may have an actual or potential conflict of interest with
respect to the subject matter of the action, ruling, or decision. No final
action, ruling, or decision of the Committee shall be subject to de novo review

VIII-3
<PAGE> 52
in any judicial proceeding; and no final action, ruling, or decision of the
Committee may be set aside unless it is held to have been arbitrary and
capricious by a final judgment of a court having jurisdiction with respect to
the issue.

VIII-4
<PAGE> 53
ARTICLE IX

TRUST FUND AND CONTRIBUTIONS

9.1 This Plan shall be funded by one or more separate
Trusts. If more than one Trust is used, each Trust shall be designated by the
name of the Plan followed by a number assigned by the Committee at the time the
Trust is established.

9.2 Each Trust is a part of this Plan. All rights or
benefits which accrue to a person under this Plan shall be subject also to the
terms of the agreements creating the Trust or Trusts and any amendments to them
which are not in direct conflict with this Plan.

9.3 Each Trustee shall have full title and legal
ownership of the assets in the separate Trust which, from time to time, is in
its separate possession. No other Trustee shall have joint title to or joint
legal ownership of any asset in one of the other Trusts held by another
Trustee. Each Trustee shall be governed separately by the trust agreement
entered into between the Employer and that Trustee and the terms of this Plan
without regard to any other agreement entered into between any other Trustee
and the Employer as a part of this Plan.

9.4 To the fullest extent permitted under Section 405 of
ERISA, the agreements entered into between the Employer and each of the
Trustees shall be interpreted to allocate to each Trustee its specific
responsibilities, obligations and duties so as to relieve all other Trustees
from liability either through the agreement, Plan or ERISA, for any act of any
other Trustee which results in a loss to the Plan because of its act or failure
to act.

IX-1
<PAGE> 54
ARTICLE X

ADOPTION OF PLAN BY OTHER EMPLOYERS

10.1 Any business organization may, with the approval of
the Sponsor, adopt this Plan by:

(a) A certified resolution or consent of the board of
directors of the adopting Employer or an executed adoption instrument
(approved by the board of directors of the adopting Employer) agreeing
to be bound as an Employer by all the terms, conditions and
limitations of this Plan except those, if any, specifically described
in the adoption instrument; and

(b) Providing all information required by the Committee
and the Trustee.

An adoption may be retroactive to the beginning of a Plan Year
if these conditions are complied with on or before the last day of that Plan
Year.

10.2 The document which evidences the adoption of the Plan
by an Employer shall become a part of this Plan. However, neither the adoption
of this Plan and its related Trust Fund by an Employer nor any act performed by
it in relation to this Plan and its related Trust Fund shall ever create a
joint venture or partnership relation between it and any other Employer.

10.3 The Accounts of Members employed by the Employers
which adopt this Plan shall be commingled for investment purposes. All assets
in the Trust Fund shall be available to pay benefits to all Members employed by
any Employer which is an Affiliated Employer with the first Employer.

10.4 The adoption of this Plan and the Trust or Trusts
used to fund this Plan by a business organization is contingent upon and
subject to the express condition precedent that the initial adoption meets all
statutory and regulatory requirements for qualification of the Plan and the
exemption of the Trust or Trusts and that the Plan and the Trust or Trusts that
are applicable to it continue in operation to maintain their qualified and
exempt status. In the event the adoption fails to initially qualify and be
exempt, the adoption shall fail retroactively for failure to meet the condition
precedent and the portion of the Trust Fund applicable to the adoption shall be
immediately returned to the adopting business organization and the adoption
shall be void ab initio. In the event the adoption as to a given business
organization later becomes disqualified and losses its exemption for any
reason, the adoption shall fail retroactively for failure to meet the condition
precedent and the portion of the Trust Fund allocable to the adoption by that
business organization shall be immediately spun off, retroactively as of the
last date for which the Plan qualified, to a separate Trust for its sole
benefit and an identical but separate Plan shall be created, retroactively
effective as of the last date the Plan as adopted by that business organization
qualified, for the benefit of the Members covered by that adoption.

X-1
<PAGE> 55
ARTICLE XI

AMENDMENT AND TERMINATION

11.1 The Sponsor has the sole right to amend this Plan.
An amendment may be made by a certified resolution or consent of the Management
Board, or by an instrument in writing executed by the appropriate officer of
the Sponsor. The amendment must describe the nature of the amendment and its
effective date. No amendment shall:

(a) Vest in an Employer any interest in the Trust Fund;

(b) Cause or permit Trust Fund to be diverted to any
purpose other than the exclusive benefit of the present or future
Members and their Beneficiaries except under the circumstances
described in Section 4.12;

(d) Increase substantially the duties or liabilities of
the Trustee without its written consent; or

(e) Change the vesting schedule to one which would result
in the nonforfeitable percentage of the Account derived from Employer
Contributions (determined as of the later of the date of the adoption
of the amendment or of the effective date of the amendment) of any
Member being less than the nonforfeitable percentage computed under
the Plan without regard to the amendment. If the Plan's vesting
schedule is amended, if the Plan is amended in any other way that
affects the computation of the Member's nonforfeitable percentage, or
if the Plan is deemed amended by an automatic change to or from a
Top-Heavy vesting schedule, each Member with at least three years of
Service may elect, within a reasonable period after the adoption of
the amendment or the change, to have the nonforfeitable percentage
computed under the Plan without regard to the amendment or the change.
The election period shall begin no later than the date the amendment
is adopted or deemed to be made and shall end no later than the latest
of the following dates: (1) 60 days after the date the amendment is
adopted or deemed to be made, (2) 60 days after the date the amendment
becomes effective, or (3) 60 days after the day the Member is issued
written notice of the amendment.

Each Employer shall be deemed to have adopted any amendment
made by the Sponsor unless the Employer notifies the Committee of its rejection
in writing within 30 days after it receives a copy of the amendment. A
rejection shall constitute a withdrawal from this Plan by that Employer unless
the Sponsor acquiesces in the rejection.

XI-1
<PAGE> 56
11.2 No benefit for any person who died, retired, became
disabled or separated prior to the execution of an amendment shall be charged
an amount or subject to adjustments provided in the Plan amendment. Instead,
those persons who died, retired, became disabled or separated prior to the
execution of an amendment shall be entitled to the benefit as adjusted from
time to time as was provided by the Plan at the time the person first became
entitled to his benefit unless the amendment specifically provides otherwise.

11.3 The Contributions of each Employer to this Plan are
intended to be:

(a) Deductible under the applicable provisions of the
Code;

(b) Except as otherwise prescribed by applicable law,
exempt from the Federal Social Security Act;

(d) Excludable from any Employee's regular rate of pay,
as that term is defined under the Fair Labor Standards Act of 1938, as
amended.

The Sponsor shall make any amendment necessary to carry out
this intention, and it may be made retroactively.

11.4 An Employer may withdraw from this Plan and its
related Trust Fund if the Sponsor does not acquiesce in its rejection of an
amendment or by giving written notice of its intent to withdraw to the
Committee. The Committee shall then determine the portion of the Trust Fund
that is attributable to the Members employed by the withdrawing Employer and
shall notify the Trustee to segregate and transfer those assets to the
successor Trustee or Trustees when it receives a designation of the successor
from the withdrawing Employer.

A withdrawal shall not terminate the Plan and its related
Trust Fund with respect to the withdrawing Employer, if the Employer either
appoints a successor Trustee or Trustees and reaffirms this Plan and its
related Trust Fund as its new and separate plan and trust intended to qualify
under Section 401(a) of the Code, or establishes another plan and trust
intended to qualify under Section 401(a) of the Code.

The determination of the Committee, in its sole discretion, of
the portion of the Trust Fund that is attributable to the Members employed by
the withdrawing Employer shall be final and binding upon all parties; and, the
Trustee's transfer of those assets to the designated successor Trustee shall
relieve the Trustee of any further obligation, liability or duty to the
withdrawing Employer, the Members employed by that Employer and their
Beneficiaries, and the successor Trustee or Trustees.

XI-2
<PAGE> 57
11.5 The Sponsor may terminate this Plan and its related
Trust Fund with respect to all Employers by executing and delivering to the
Committee and the Trustee, a notice of termination, specifying the date of
termination. Any Employer may terminate this Plan and its related Trust Fund
with respect to itself by executing and delivering to the Trustee a notice of
termination, specifying the date of termination. Likewise, this Plan and its
related Trust Fund shall automatically terminate with respect to any Employer
if there is a general assignment by that Employer to or for the benefit of its
creditors, or a liquidation or dissolution of that Employer without a
successor. Upon the termination of this Plan as to an Employer, the Trustee
shall distribute to each Member employed by the terminating Employer the amount
certified by the Committee to be due the Member.

The Employer should apply to the Internal Revenue Service for
a determination letter with respect to its termination, and the Trustee should
not distribute the Trust Funds until a determination is received. However,
should it decide that a distribution before receipt of the determination letter
is necessary or appropriate it should retain sufficient assets to cover any tax
that may become due upon that determination.

11.6 Without regard to any other provision of this Plan,
if there is a partial or total termination of this Plan or there is a complete
discontinuance of the Employer's Contributions, each of the affected Members
shall immediately become 100% vested in his Account as of the end of the last
Plan Year for which a substantial Employer Contribution was made and as to any
amounts later allocated to his Account. If the Employer then resumes making
substantial Contributions at any time, the appropriate vesting schedule shall
again apply to all amounts allocated to each affected Member's Account
beginning with the Plan Year for which they were resumed.

11.7 An Employer's participation in this Plan and its
related Trust Fund shall not automatically terminate if it consolidates or
merges and is not the surviving corporation, sells substantially all of its
assets, is a party to a reorganization and its Employees and substantially all
of its assets are transferred to another entity, liquidates, or dissolves, if
there is a successor organization. Instead, the successor may assume and
continue this Plan and its related Trust Fund by executing a direction,
entering into a contractual commitment or adopting a resolution providing for
the continuance of the Plan and its related Trust Fund. Only upon the
successor's rejection of this Plan and its related Trust Fund or its failure to
respond to the Employer's, the Sponsor's or the Trustee's request that it
affirm its assumption of this Plan within 90 days of the request shall this
Plan automatically terminate. In that event the appropriate portion of the
Trust Fund shall be distributed exclusively to the Members or their
Beneficiaries as soon as possible. If there is a disposition to an unrelated
entity of substantially all of the assets used by the Employer in a trade or
business or a disposition by the Employer of its interest in a subsidiary, the
Employer may make a lump sum distribution from the Plan if it continues the
Plan after the disposition; but the distribution can only be made for those
Members who continue employment with the acquiring entity.

XI-3
<PAGE> 58
11.8 A Member may receive a distribution on account of
termination of this Plan if the Employer does not establish or maintain a
successor plan within the period ending 12 months after all assets are
distributed from the Plan. A successor plan for this purpose is any other
defined contribution plan maintained by the Employer except: (a) an employee
stock ownership plan as defined in Sections 4975(e) or 409 of the Code, (b) a
simplified employee pension plan as defined in Section 408(k) of the Code, or
(c) or a defined contribution plan in which fewer than 2% of the Members of
this Plan were eligible to participate during the 24 month period beginning 12
months before the time of this Plan's termination.

Any distribution on account of the termination of this Plan,
must be made only in the form of a lump sum payment or a Direct Rollover, as
elected by the Member. Therefore, a Member's Account can only be distributed
in the following events: (a) the Member's Account balance plus all prior Plan
distributions to the Member is $3,500 or less, (b) a Member's Account balance
plus all prior Plan distributions to the Member is more than $3,500 and the
Member consents to an immediate distribution and elects either a lump sum
payment or a Direct Rollover, or (c) a Member's Account balance plus all prior
Plan distributions to the Member is more than $3,500 but the Plan is not
subject to Section 412 of the Code, the Plan does not provide for an annuity
option and neither the Employer nor any Affiliated Employer maintains any other
defined contribution plan, other than an employee stock ownership plan (as
defined in Section 4975(e)(7)), in which event distribution can be made without
the Member's consent in the form of a lump sum payment or a Direct Rollover, as
elected by the Member. If a Member is given the opportunity but fails to make
an election as to the form of distribution, he shall be deemed to have elected
a lump sum distribution. Under the circumstances described in clause (c) of
the last sentence, except that the Employer or an Affiliated Employer does
maintain a defined contribution plan, other than an employee stock ownership
plan (as defined in Section 4957(e)(7)), the Member's Account may be
transferred without the Member's consent to the other plan.

If the distribution or transfer requirements set out above are
not met, the Member's Account shall not be transferred or distributed because
of the termination of this Plan. Instead, his Account must be maintained until
some future date when he qualifies for a distribution under another provision
of this Plan.

11.9 All modes of distribution permitted by this Plan must
be available for all distributions to Members upon termination of this Plan.

11.10 Upon termination of the Plan, the benefit payable to
each Highly Compensated Employee or former Employee is limited to a benefit
that is nondiscriminatory under Section 401(a)(4) of the Code.

XI-4
<PAGE> 59
ARTICLE XII

MISCELLANEOUS

12.1 The adoption and maintenance of this Plan and its
related Trust Fund is not a contract between any Employer and its Employees
which gives any Employee the right to be retained in its employment. Likewise,
it is not intended to interfere with the rights of any Employer to discharge
any Employee at any time or to interfere with the Employee's right to terminate
his employment at any time.

12.2 All benefits payable under this Plan shall be paid or
provided for solely from the Trust Fund. No Employer assumes any liability or
responsibility to pay any benefit provided by the Plan.

12.3 No principal or income payable or to become payable
from the Trust Fund shall be subject: to anticipation or assignment by a
Member or by a Beneficiary to attachment by, interference with, or control of
any creditor of a Member or Beneficiary, or to being taken or reached by any
legal or equitable process in satisfaction of any debt or liability of a Member
or Beneficiary prior to its actual receipt by the Member or Beneficiary. An
attempted conveyance, transfer, assignment, mortgage, pledge, or encumbrance of
the Trust Fund, any part of it, or any interest in it by a Member or
Beneficiary prior to distribution shall be void, whether that conveyance,
transfer, assignment, mortgage, pledge, or encumbrance is intended to take
place or become effective before or after any distribution of Trust assets or
the termination of this Trust Fund itself. The Trustee shall never under any
circumstances be required to recognize any conveyance, transfer, assignment,
mortgage, pledge or encumbrance by a Member or Beneficiary of the Trust Fund,
any part of it, or any interest in it, or to pay any money or thing of value to
any creditor or assignee of a Member or Beneficiary for any cause whatsoever.
These prohibitions against the alienation of a Member's Account shall not apply
to qualified domestic relations orders or domestic relations orders entered
prior to January 1, 1985.

12.4 This Plan shall not merge or consolidate with or
transfer any assets or liabilities to any other plan unless each Member would
(if the Plan then terminated) receive a benefit immediately after the merger,
consolidation, or transfer 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).

12.5 If the context requires it, words of one gender when
used in this Plan shall include the other genders, and words used in the
singular or plural shall include the other.

12.6 Each provision of this Agreement may be severed. If
any provision is determined to be invalid or unenforceable, that determination
shall not affect the validity or enforceability of any other provision.

XII-1
<PAGE> 60
12.7 The provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Texas and, to the
extent applicable, by the laws of the United States. The Trustee or any
Employer may at any time initiate a legal action or proceeding for the
settlement of the account of the Trustee, or for the determination of any
question or for instructions. The only necessary parties to that action or
proceeding are the Trustee and the Employer concerned. However, any other
person or persons may be included as parties defendant at the election of the
Trustee and the Employer.

IN WITNESS WHEREOF, National-Oilwell has caused this Agreement
to be executed in multiple counterparts, each of which shall be deemed to be an
original, to be effective the 1st day of January, 1989.

NATIONAL-OILWELL

By /s/ Paul M. Nation
-----------------------------------
Paul M. Nation
Vice President

ATTEST:

/s/ Gerald L. Marx
- -----------------------------------
Gerald L. Marx

XII-2

<PAGE> 1
Exhibit 99.2

THIRD AMENDMENT TO
NATIONAL-OIL WELL RETIREMENT AND THRIFT PLAN

THIS AGREEMENT by National-Oilwell, L.P., a limited partnership (the
"Sponsor"),

WITNESSETH:

WHEREAS, the Sponsor maintains the Plan known as "National-Oilwell
Retirement and Thrift Plan" (the "Plan"); and

WHEREAS, the Sponsor retains the right to amend the Plan from time to
time; and

WHEREAS, the Board of Directors of NOW Oilfield Services, Inc., the
managing general partner of the Sponsor, approved resolutions to amend the
Plan,

NOW, THEREFORE, the Plan is hereby amended, effective as of January 1,
1998, as follows:

Sections 2.1 and 2.4 of the Plan are hereby completely amended
and restated to provide as set forth in the substitute pages attached
hereto which shall be inserted into the Plan in place of the
above-described original sections.

IN WITNESS WHEREOF, the Sponsor has executed this Agreement this 6th
day of January 1998.

NATIONAL-OILWELL, L.P. BY ITS
GENERAL PARTNER, NOW OILFIELD SERVICES, INC.

By /s/ Paul M. Nation
-------------------------------------------
Paul M. Nation
Vice President

<PAGE> 1
Exhibit 99.3

NOW OILFIELD SERVICES, INC.
WRITTEN CONSENT
OF SOLE DIRECTOR

The undersigned, being the Sole Director of the Board of Directors of
NOW Oilfield Services, Inc., a Delaware corporation (the "General Partner"),
hereby consents in writing to the taking of the following action and the
adoption of the following resolutions without a meeting in accordance with
Section 141(f) of the General Corporation Law of the State of Delaware, such
action and resolutions to have the same force and effect as if taken and adopted
at a meeting of the General Partner's Board of Directors duly called and held
for such purpose.

WHEREAS, National-Oilwell, L.P. (the "Partnership") maintains
the National-Oilwell Retirement and Thrift Plan (the "Plan") for the
benefit of eligible employees and retirees of the Partnership and
related entities;

WHEREAS, it is desired to add common stock of
National-Oilwell, Inc., $.01 par value ("National-Oilwell Stock"), as
an investment option under the Plan, effective April 1, 1998 and to
make certain other changes to the Plan to reflect the daily valuation
of funds held under the Plan;

WHEREAS, the Partnership retains the right to amend the Plan
from time to time; and

WHEREAS, the Board of Directors of the General Partner desires
to approve the addition of National- Oilwell Stock as an investment
option under the Plan.

NOW, THEREFORE, BE IT

RESOLVED, that the Plan shall be amended, effective April 1,
1998, to reflect (1) the addition of National-Oilwell Stock as an
available investment option under the Plan, (2) compliance with
section 404(c) of ERISA with respect to the portion of the Plan
invested in National-Oilwell Stock, (3) designation of the Benefits
Manager as the fiduciary to monitor confidentiality with respect to
such compliance and to appoint an independent confidentiality
fiduciary with respect to such compliance, as necessary and (4) the
daily valuation of funds held under the Plan;

RESOLVED, that the proper officers of the General Partner and
the Partnership be, and they hereby are, authorized and directed to
take such actions, as they, in their sole judgment, deem necessary,
appropriate or convenient to effectuate the foregoing resolutions,
including without limitation: (1) to cause the preparation of the
amendments to the Plan and/or related trust agreement to reflect the
foregoing resolutions, including

-1-
<PAGE> 2
amendments to the Plan and/or related trust to reflect the addition of
the National-Oilwell Stock (including any amendments to the Plan and
trust agreement that may be necessary or appropriate to comply with
section 404(c) of ERISA, to reflect the appointment of an independent
confidentiality fiduciary for section 404(c) compliance and to permit
the purchase of National-Oilwell Stock for the Plan on the open
market) and the daily valuation of funds held under the Plan; (2) to
execute the foregoing amendment to the Plan and/or trust agreement;
(3) to appoint an independent agent to make any open market purchases
of National-Oilwell Stock for the Plan and execute any related
agreement formalizing the terms and conditions of such appointment;
(4) to assist in the preparation and distribution of a memorandum to
participants in the Plan describing relevant provisions of such Plan;
and (5) to cause the preparation and implementation of guidelines
regarding the confidentiality requirements of section 404(c) of ERISA,
the purchase and sale of National-Oilwell Stock for Plan purposes and
the participation of individuals considered to be "insiders" within
the meaning of section 16 of the Securities Exchange Act of 1934.

IN WITNESS WHEREOF, the undersigned has executed this
Written Consent as of the 12th day of February, 1998.

/s/ Steven W. Krablin
----------------------------------------
Steven W. Krablin

-2-