RHONE POULENC RORER INC
S-8, 1996-12-24
PHARMACEUTICAL PREPARATIONS
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<PAGE>
 
   As filed with the Securities and Exchange Commission on December 23, 1996
                                                            Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                             ---------------------

                            RHONE-POULENC RORER INC.
             (Exact name of registrant as specified in its charter)
     Pennsylvania                                23-1699163
(State or other jurisdiction of            (I.R.S. EmployerIdentification No.)
 incorporation or organization)

    500 Arcola Road
    Collegeville, PA                                        19426-0107
(Address of principal executive offices)                    (Zip Code)


                     CENTEON L.L.C. EMPLOYEE SAVINGS PLAN
                           (Full title of the plan)

                           RICHARD T. COLLIER, ESQ.
                           Rhone-Poulenc Rorer Inc.
                                500 Arcola Road
                          Collegeville, PA  19426-0107
                    (Name and address of agent for service)
                                 (610) 454-8000
         (Telephone number, including area code, of agent for service)
                            -----------------------
                         Copy of all communications to:
                            JAMES W. JENNINGS, ESQ.
                          Morgan, Lewis & Bockius LLP
                             2000 One Logan Square
                            Philadelphia, PA  19103
                                 (215) 963-5726

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
 Title of securities   Amount to be  Proposed maximum    Proposed maximum      Amount of
  to be registered      registered    offering price        aggregate       registration fee
                                       per share (1)    offering price (1)
- --------------------------------------------------------------------------------------------
<S>                    <C>           <C>                <C>                 <C>
Common Stock,                75,000           $74.813          $5,610,975             $1,701
 without par value
- --------------------------------------------------------------------------------------------
</TABLE>

(1)  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
     high and low sales prices of shares of Common Stock on December 18, 1996,
     as reported on the New York Stock Exchange.

(2)  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 Centeon L.L.C. Employee Savings Plan.
<PAGE>
 
               This Registration Statement on Form S-8 (the "Registration
     Statement") filed by Rhone-Poulenc Rorer Inc. (the "Registrant") relates to
     75,000 shares (the "Shares") of the Company's Common Stock, without par
     value (the "Common Stock"), and an indeterminate number of interests
     issuable pursuant to the Centeon L.L.C. Employee Savings Plan (the "Plan").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.
              --------------------------------------- 

               The following documents, as filed by the Registrant with the
     Securities and Exchange Commission (the "Commission"), are incorporated by
     reference in this Registration Statement:

                    (a)  Annual Report on Form 10-K, filed with the Commission 
     on March 18, 1996 for the fiscal year ended December 31, 1995;

                    (b)  Quarterly Report on Form 10-Q filed with the 
     Commission on May 10, 1996 for the quarter ended March 31, 1996;

                    (c)  Quarterly Report on Form 10-Q filed on August 13, 1996 
     for the quarter ended June 30, 1996;

                    (d)  Quarterly Report on Form 10-Q filed on November 6, 
     1996 for the quarter ended September 30, 1996;

                    (e)  Proxy Statement for the Annual Meeting of 
     Stockholders held on May 3, 1996; and

                    (f)  The descriptions of the Common Stock of the 
     Registrant set forth in the Registrant's Registration Statements pursuant
     to Section 12 of the Exchange Act, and any amendment or report filed for
     the purpose of updating such description.

               In addition, the Report on Form 11-K for the nine month period
     ended September 30, 1996 with respect to the Plan, filed with the
     Commission, is incorporated by reference in this Registration Statement.

               All reports and other documents filed by the Registrant and the
     Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
     Exchange Act of 1934, after the date of this registration statement and
     prior to the filing of a post-effective amendment that indicates that all
     securities offered hereby have been sold or that deregisters all securities
     then remaining unsold, shall be deemed to be incorporated by reference
     herein and to be part hereof from the date of filing of such documents.

               Any statement contained in a document incorporated by reference
     herein shall be deemed to be modified or superseded for purposes hereof 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 such statement so modified or superseded
     shall not be deemed, except as so modified or superseded, to constitute a
     part hereof.

     Item 4.  Description of Securities.
              ------------------------- 

                 Not applicable.

                                       1
<PAGE>
 
     Item 5.  Interests of Named Experts and Counsel.
              -------------------------------------- 

               The consolidated financial statements of the Registrant and its
     subsidiaries included in the Registrant's Report on Form 10-K for the
     fiscal year ending December 31, 1995 and incorporated by reference in this
     registration statement have been audited by Coopers & Lybrand LLP,
     independent accountants, as set forth in their report contained therein.
     Such financial statements are, and audited annual financial statements to
     be included in subsequently filed documents will be, incorporated herein in
     reliance upon the reports of Coopers & Lybrand LLP pertaining to such
     financial statements (to the extent covered by consents filed with the
     Securities and Exchange Commission) given upon the authority of such firm
     as experts in accounting and auditing.

               The financial statements incorporated in this Registration
     Statement by reference to the Report of the Savings Plan on Form 11-K for
     the nine month period ended September 30, 1996, have been audited by
     Coopers & Lybrand LLP, independent accountants, as set forth in their
     report contained therein.  Such financial statements are, and audited
     annual financial statements to be included in subsequently filed documents
     will be, incorporated herein in reliance upon the reports of Coopers &
     Lybrand LLP pertaining to such financial statements (to the extent covered
     by consents filed with the Securities and Exchange Commission) given upon
     the authority of such firm as experts in accounting and auditing.

     Item 6.  Indemnification of Directors and Officers.
              ----------------------------------------- 

               Section 1741 of the Pennsylvania Business Corporation Law (the
     "PBCL") provides the Company the power to indemnify any officer or director
     acting in his or her capacity as a representative of the Company who was or
     is a party or is threatened to be made a party to any action or proceeding
     against expenses, judgments, penalties, fines and amounts paid in
     settlement in connection with such action or proceeding whether the action
     was instituted by a third party or arose by or in the right of the Company.
     Generally, the only limitation on the ability of the Company to indemnify
     its officers and directors is if the act violates a criminal statute or if
     the act or failure to act is finally determined by a court to have
     constituted willful misconduct or recklessness.

               The Bylaws of the Registrant provide that the Registrant shall
     indemnify any and all directors and officers of the Registrant and any
     other person designated as an "indemnified representative" by the board of
     directors of the Registrant (which may, but need not, include any person
     serving at the request of the Registrant, as a director, officer, fiduciary
     or trustee of another corporation, partnership, joint venture, trust,
     employee benefit plan or other entity or enterprise) (each, an "indemnified
     representative") against any liability incurred in connection with any
     threatened, pending or completed action, suit, appeal or other proceeding
     of any nature, whether civil, criminal, administrative or investigative,
     whether formal or informal, and whether brought by or in the right of the
     Registrant, a class of its security holders or otherwise (each, a
     "Proceeding") in which the indemnified representative may be involved as a
     party or otherwise, by reason of the fact that such person is or was
     serving in an indemnified capacity, including without limitation
     liabilities resulting from any actual or alleged breach or neglect of duty,
     error, misstatement or misleading statement, negligence, gross negligence
     or act giving rise to strict or products liability, except where such
     indemnification is expressly prohibited by applicable law or where conduct
     of the indemnified representative has been determined (as provided in the
     Bylaws) to constitute willful misconduct or recklessness or unlawful self-
     dealing, sufficient in the circumstances to bar indemnification against
     liabilities arising from the conduct.  If an indemnified representative is
     entitled to indemnification in respect of a portion, but not all, of any
     liabilities to which such person may be subject, the Registrant shall
     indemnify such indemnified representative to the maximum extent for such
     portion of the liabilities.  The termination of a Proceeding by judgment,
     order, settlement, conviction or upon a plea of nolo contendre or its
     equivalent shall not, of itself, create a presumption that the indemnified
     representative is not entitled to indemnification.   The Bylaws provide for
     the advancement of expenses to an indemnified party upon receipt of an
     undertaking by the party to repay those amounts if it is finally determined
     that the indemnified party is not entitled to indemnification.

               An indemnified representative shall be deemed to have discharged
     such person's duty to the Registrant if he or she has relied in good faith
     on information, opinions, reports or statements, including financial
     statements and other financial data, in each case prepared or presented by
     any of the following:

                                       2
<PAGE>
 
               (1)  one or more officers or employees of the Registrant whom the
     indemnified representative reasonably believes to be reliable and competent
     with respect to the matter presented;

               (2)  legal counsel, public accountants or other persons as to
     matters that the indemnified representative reasonably believes are within
     the person's professional or expert competence; or

               (3)  a committee of the board of directors on which he or she
     does not serve as to matters within its area of designated authority, which
     committee he or she reasonably believes to merit confidence.

               The Bylaws authorize the Company to take steps to ensure that all
     persons entitled to indemnification are properly indemnified, including, if
     the board of directors so determines, purchasing and maintaining insurance.
     The Company currently maintains directors and officers insurance.


     Item 7.  Exemption from Registration Claimed.
              ----------------------------------- 

               Not applicable.


     Item 8.  Exhibits.
              -------- 

               The exhibits filed as part of this Registration Statement are as
     follows:

     Exhibit
     Number                     Exhibit
     ------                     -------

      5          Opinion re legality (Common Stock of Registrant) (1)

     23.1        Consent of Coopers & Lybrand LLP

     23.2        Consent of Richard T. Collier, Senior Vice President and
                 General Counsel of the Registrant   (included in Exhibit 5)

     24          Power of Attorney

     99          Centeon L.L.C. Employee Savings Plan

     (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 Registrant hereby undertakes to submit the Plan to the IRS
                 in a timely manner, and shall make all changes required by the
                 IRS, in order to qualify the Plan.

                                       3
<PAGE>
 
     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 to
     include any prospectus required by Section 10(a)(3) of the Securities Act
     of 1933;

                    (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 subparagraphs (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 subparagraphs is contained in periodic
     reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
     the Securities Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

               (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 Securities Exchange Act of 1934 (and each filing of an
     employee benefit plan's annual report pursuant to Section 15(d) of the
     Securities Exchange Act of 1934) that is incorporated by reference in this
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered herein 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.

                                       4
<PAGE>
 
                                   SIGNATURES

               The 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 Collegeville, Pennsylvania,
     on the 20th day of December, 1996.

                                RHONE-POULENC RORER INC.


                                By:   /s/ Michel de Rosen
                                      -----------------------------------------
                                      MICHEL DE ROSEN
                                      President and Chief Executive Officer


               Pursuant to the requirements of the Securities Act 1933, this
     Registration Statement has been signed below by the following persons in
     the capacities and on the date indicated.
<TABLE>
<CAPTION>
 
 
           Signature                            Capacity                      Date
- --------------------------------  ------------------------------------  -----------------
<S>                               <C>                                   <C>
/s/  Jean-Marc Bruel              Director                              December 20, 1996
- --------------------------------
Jean-Marc Bruel
 
/s/ Robert E. Cawthorn*           Director                              December 20, 1996
- --------------------------------
Robert E. Cawthorn
 
/s/ Michel de Rosen               Chairman and Chief Executive Officer  December 20, 1996
- --------------------------------  Director
Michel de Rosen                   
 
- --------------------------------  Director
Charles-Henri Filippi
 
/s/ Dale F. Frey*                 Director                              December 20, 1996
- --------------------------------
Dale F. Frey
 
/s/ Claude Helene*                Director                              December 20, 1996
- --------------------------------
Claude Helene
 
- --------------------------------  Director
Michael H. Jordan
 
/s/ Manfred E. Karobath, M.D.*    Director                              December 20, 1996
- --------------------------------
Manfred E. Karobath, M.D.
 
/s/ Igor Landau*                  Director                              December 20, 1996
- --------------------------------
Igor Landau
 
/s/ Patrick Langlois              Executive Vice President and          December 20, 1996
- --------------------------------  Chief Financial Officer
Patrick Langlois
 
/s/ Philippe Maitre               Vice President and Controller         December 20, 1996
- --------------------------------  (Principal Accounting Officer)
Philippe Maitre
 
</TABLE>

                                       5
<PAGE>
 
<TABLE>
           Signature                            Capacity                      Date
- --------------------------------  ------------------------------------  -----------------
<S>                               <C>                                   <C>
/s/ Peter J. Neff*
- --------------------------------  Director                              December 20, 1996
Peter J. Neff
 
/s/ James S. Riepe*               Director                              December 20, 1996
- --------------------------------
James S. Riepe
 
- --------------------------------  Director
Jean-Pierre Tirouflet
 
</TABLE>
     *  By:  /s/ Richard T. Collier
             -----------------------------
             RICHARD T. COLLIER
             Senior Vice President and
             General Counsel
             (Attorney-in-fact)



         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
         --------                                                              
     of the Plan has duly caused this registration statement to be signed on its
     behalf by the undersigned, thereunto duly authorized, in King of Prussia,
     Pennsylvania on December 20, 1996.



                              CENTEON L.L.C.
                              EMPLOYEE SAVINGS PLAN

                              By: /s/ Richard A. Bierly
                                  -----------------------------------------
                              Name:  Richard A. Bierly
                              Title:    Vice President and Treasurer

                                       6
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                              Sequentially 
     Exhibit                                                                    Numbered
     Number                     Exhibit                                           Page
     ------                     -------                                           ----
<S>              <C>                                                          <C>
      5          Opinion re legality (Common Stock of Registrant) (1)

     23.1        Consent of Coopers & Lybrand LLP

     23.2        Consent of Richard T. Collier, Senior Vice President and
                 General Counsel of the Registrant (included in Exhibit 5)

     24          Power of Attorney

     99          Centeon L.L.C. Employee Savings Plan

     (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 Registrant hereby undertakes
                 to submit the Plan to the IRS in a timely manner, and shall
                 make all changes required by the IRS, in order to qualify
                 the Plan.
</TABLE>

<PAGE>
 
                                                                       Exhibit 5
                                                                       ---------

                               December 23, 1996



     Rhone-Poulenc Rorer Inc.
     500 Arcola Road
     Collegeville, PA 19426-0107

     Ladies/Gentlemen:

               Rhone-Poulenc Rorer Inc. (the "Company") has requested my
     opinion, as General Counsel of the Company, in connection with the
     Registration Statement on Form S-8 to be filed by the Company with the
     Securities and Exchange Commission under the Securities Act of 1933, as
     amended and the rules promulgated thereunder (the "Act"), with respect to,
     among other things, 75,000 shares of the Company's Common Stock, without
     par value (the "Shares"), which are issuable pursuant to the Centeon L.L.C.
     Employee Savings Plan (the "Plan").

               I or attorneys under my supervision have examined such records
     and have made such examination of law as I deem appropriate in connection
     with rendering such opinion.  I have also assumed that the registration
     provisions of the Act and of such securities or "Blue Sky" laws as may be
     applicable shall have been complied with.  Based thereon, it is my opinion
     that, as to Shares that are original shares issued to eligible participants
     in the Plan, when issued and delivered in accordance with the provisions of
     the Plan, the shares will be legally issued, fully paid and non-assessable.

               I hereby consent to the filing of this opinion as an Exhibit to
     the Registration Statement.  In giving this consent I do not admit that I
     am in the category of persons whose consent is required under Section 7 for
     the Securities Act of 1933 or the rules and regulations for the Securities
     and Exchange Commission thereunder.



                                         /s/ Richard T. Collier
                                         ----------------------------------
                                         Richard T. Collier
                                         Senior Vice President and
                                         General Counsel

<PAGE>
 
                                                                    Exhibit 23.1
                                                                    ------------

                   CONSENT OF INDEPENDENT ACCOUNTANTS


               We consent to the incorporation by reference in this Registration
     Statement of Rhone-Poulenc Rorer, Inc. (the Company) on Form S-8 of our
     report dated January 26, 1996 on our audits of the consolidated financial
     statement of Rhone-Poulenc Rorer, Inc. as of December 31, 1995 and 1994 and
     for the years ended December 31, 1995, 1994, and 1993, which report is
     included in and incorporated by reference in the Company's Annual Report on
     Form 10-K for the year ended December 31, 1995. We also consent to the
     incorporation by reference in this Registration Statement of the Company on
     Form S-8 of our report dated December 19, 1996 on our audit of the
     financial statements of Centeon L.L.C. Employee Savings Plan as of
     September 30, 1996 and for the period January 1, 1996 (date of formation)
     to September 30, 1996, which report is included and incorporated by
     reference in the Company's Annual Report on Form 11-K. We consent to the
     references to our firm under the caption "Experts".

     COOPERS & LYBRAND LLP

     /s/ Coopers & Lybrand LLP


     Philadelphia, Pennsylvania

     December 23, 1996

<PAGE>
 
                                                                      Exhibit 24
                                                                      ----------

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, does hereby
     nominate, constitute and appoint Richard B. Young, Richard T. Collier and
     Patrick Langlois, or any of them, as his agent and attorney-in-fact, in his
     name to execute on behalf of the undersigned one or more Registration
     Statements on Form S-8 to be filed with the Securities and Exchange
     Commission under the Securities Act of 1933, as amended, in connection with
     the registration under said Act of shares of Common Stock of Rhone-Poulenc
     Rorer Inc. (the "Company"), the authority herein given to include execution
     of amendments to any part of such Registration Statement and generally to
     do and perform all things necessary to be done in the premises as fully and
     effectively in all respects as the undersigned could do if personally
     present.

     IN WITNESS WHEREOF, this power of attorney has been executed in
     counterparts by individuals listed below as of the 13th day of December
     1996.
 
 
/s/ Jean-Marc Bruel          /s/ Manfred E. Karobath, M.D.*
- ---------------------------  ------------------------------
Jean-Marc Bruel              Manfred E. Karobath, M.D.
 

/s/ Jean-Jacques Bertrand
- ---------------------------  ------------------------------
Jean-Jacques Bertrand        Michael H. Jordan
 
                       
/s/ Robert E. Cawthorn       /s/ Igor Landau
- ---------------------------  ------------------------------
Robert E. Cawthorn           Igor Landau
 
                 
/s/ Michel de Rosen          /s/ Peter J. Neff
- ---------------------------  ------------------------------
Michel de Rosen              Peter J. Neff
 
                    
                             /s/ James S. Riepe
- ---------------------------  ------------------------------
Charles-Henri Filippi        James S. Riepe
 

/s/ Dale F. Frey
- ---------------------------  ------------------------------
Dale F. Frey                 Jean-Pierre Tirouflet
 

/s/ Claude Helene
- ---------------------------
Claude Helene
 
 
WITNESS:

/s/ Richard B. Young
- --------------------------
Richard B. Young

 

<PAGE>
 
                                                                      Exhibit 99
                                                                      ----------



                                 CENTEON L.L.C.

                             EMPLOYEE SAVINGS PLAN

                           Effective January 1, 1996
<PAGE>
 
                                CENTEON L.L.C.
                             EMPLOYEE SAVINGS PLAN

                           Effective January 1, 1996

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
ARTICLE                                                                 PAGE
- -------                                                                 ----
 
<S>             <C>                                                     <C>
I               PURPOSE.............................................       1

II              DEFINITIONS.........................................       2

III             PARTICIPATING IN THE PLAN...........................      13

IV              PARTICIPANT'S CONTRIBUTIONS.........................      16

V               EMPLOYER CONTRIBUTIONS..............................      19

VI              LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS........      22

VII             DISTRIBUTION........................................      29

VIII            VESTING.............................................      34

IX              WITHDRAWALS AND LOANS...............................      35

X               ADMINISTRATION......................................      39

XI              THE FUND............................................      42

XII             INVESTMENT BY THE TRUSTEE...........................      43

XIII            AMENDMENT OR TERMINATION OF THE PLAN................      44

XIV             GENERAL PROVISIONS..................................      45

XV              SPECIAL PROVISIONS FOR TOP-HEAVY PLANS..............      47
 
Supplement A    Special Rules for Puerto Rico Participants..........      50
 
Supplement B    Special Matching Contributions for Puerto Rico
                Participants who are Members of the United
                Auto Workers' Union.................................      54
 
Supplement C    Special Matching Contributions for Participants
                who are Members of International Chemical Workers'
                Union, Local 498....................................      55
</TABLE>
<PAGE>
 
                                   ARTICLE  I
                                   ----------

                                    PURPOSE
                                    -------



               1.1    The Centeon L.L.C. Employee Savings Plan is intended to
     encourage eligible employees to build financial security by enabling them
     to accumulate assets in a trust fund through convenient payroll reductions
     which are enhanced by contributions from Centeon L.L.C. (the "Company").
     The Plan is designed to supplement employees' income when they retire, as
     well as to help them meet preretirement financial emergencies.  The trust
     fund will be invested in a variety of investment media.

               The Plan continues the benefits provided under the Rhone-Poulenc
     Rorer Employee Savings Plan, as amended and restated effective January 1,
     1989 (the "Former Plan") from which this Plan was spun off as of January 1,
     1996 for the employees of the Company on that date or hired thereafter.

                                      -1-
<PAGE>
 
                                  ARTICLE  II
                                  -----------

                                  DEFINITIONS
                                  -----------



               2.1  "Accounts" shall mean all of the various separate accounts
                     --------                                                 
     maintained by the Trustee for each Participant.

               (a) "Basic Contribution Account I" shall mean the Account to
                    ----------------------------                           
     which are credited a Participant's contributions made pursuant to Section
     4.1 prior to July 1, 1984.

               (b) "Basic Contribution Account II" shall mean the Account to
                    -----------------------------                           
     which are credited a Participant's contributions made pursuant to Section
     4.1 after June 30, 1984 and to which is credited (or debited) the net
     increase or decrease apportioned to such contributions.

               (c) "Employer Contribution Account" shall mean the Account to
                    -----------------------------                           
     which are credited Employer Contributions to the Plan.

               (d) "Rollover Account" shall mean the Account to which are
                    ----------------                                     
     credited a Participant's contributions made pursuant to Section 4.10 and to
     which is credited (or debited) the net increase or decrease apportioned to
     such contributions.

               (e) "Supplemental Contribution Account I" shall mean the Account
                    -----------------------------------                        
     to which are credited a Participant's contributions made pursuant to
     Section 4.2 for periods prior to July 1, 1984.

               (f) "Supplemental Contribution Account II" shall mean the Account
                    ------------------------------------                        
     to which are credited a Participant's contributions made pursuant to
     Section 4.2 for periods after June 30, 1984 and to which is credited (or
     debited) the net increase or decrease apportioned to such contributions.

               (i)  "Supplemental Employer Contribution Account" shall mean the
                     ------------------------------------------                
     Account to which are credited Supplemental Employer Contributions made
     pursuant to Section 5.2 and to which is credited (or debited) the net
     increase or decrease apportioned to such contributions.

               (j) "PAYSOP Account" shall mean the Account to which are credited
                    --------------                                              
     contributions which had previously been held in the Rorer Group Inc.
     Payroll Stock Ownership Plan and which were transferred to this Plan
     effective January 1, 1992.

               (k) "Qualified Employer Contribution Account" shall mean the
                    ---------------------------------------                
     Account established pursuant to Sections 2.36 and 2.37 of the Plan.

                                      -2-
<PAGE>
 
               2.2  "Activity Date" shall mean a date on which an Eligible
                     -------------                                        
     Employee may (a) become or cease to be a Participant and (b) make an
     investment or reinvestment selection pursuant to Article XII hereof.  The
     Activity Dates for purposes of the Plan shall be the first day of each
     calendar month during the Plan Year, or such other dates as the Committee
     may determine, in its sole discretion.  The Committee may establish
     different Activity Dates and required notice periods for different purposes
     under the Plan.

               2.3  "Affiliated Company" shall mean any entity (a) which, with
                     ------------------                                       
     the Employer, constitutes (1) a "controlled group of corporations" within
     the meaning of Section 414(b) of the Code, (2) a "group of trades or
     businesses under common control" within the meaning of Section 414(c) of
     the Code, or (3) an "affiliated service group" within the meaning of
     Section 414(m) of the Code or (b) which is required to be aggregated with
     the Employer pursuant to regulations under section 414(o) of the Code and
     regulations issued thereunder.  An entity shall be considered an Affiliated
     Company only with respect to such period as the relationship described in
     the preceding sentence exists.  When the term "Affiliated Company" is used
     in Section 6.9 or 6.10, Sections 414(b) and (c) of the Code shall be deemed
     modified by application of the provisions of Section 415(h) of the Code,
     which substitute the phrase "more than 50 percent" for the phrase "at least
     80 percent" each place it appears in Section 1563(a)(1) of the Code which
     is then incorporated by reference in Sections 414(b) and (c) of the Code.

               2.4    "Anniversary Date" shall mean the last day of each Plan
                       ----------------                                      
     Year.

               2.5    "Basic Contributions" shall mean the contributions made by
                       -------------------                                      
     a Participant pursuant to Section 4.1.

               2.6    "Board of Directors" shall mean the Board of Directors of
                       ------------------                                      
     the Company.

               2.7    "Code" shall mean the Internal Revenue Code of 1986, as
                       ----                                                  
     amended.

               2.8    "Committee" shall mean the persons appointed by the Board
                       ---------                                               
     of Directors to supervise the administration of the Plan, as hereinafter
     provided.

               2.9    "Company" shall mean Centeon L.L.C., a Delaware limited
                       -------                                               
     liability company, or its successors.

               2.10   "Compensation" shall mean with respect to all
                       ------------                                
     Participants, the base wages of a Participant paid by an Employer,
     exclusive of overtime, commissions, bonuses, any contributions to any
     qualified pension or other fringe benefit programs, severance pay and
     amounts identified by the Employer as payment toward business expenses
     incurred by the Participant without direct reimbursement, prior to any
     reduction in compensation pursuant to Section 4.1 and 4.2 or pursuant to
     any plan or program maintained by the Employer pursuant to Section 125 of
     the Code.  For purposes of Article VI, Compensation shall mean all
     remuneration which is required to be reported as wages on the Participant's
     Form W-2, and, unless the Company elects otherwise, any Basic or
     Supplemental Contributions to this Plan or any

                                      -3-
<PAGE>
 
     reductions in compensation pursuant to any plan or program maintained by
     the Employer pursuant to Section 125 of the Code; provided, however, that
     only that remuneration paid to the Employee while he was an Eligible
     Employee shall be taken into account.  Compensation in excess of $200,000
     ($150,000 for Plan Years beginning on or after January 1, 1994) for any
     Plan Year (adjusted to reflect any cost-of-living increases provided in
     accordance with Section 415(d) of the Code) shall be disregarded.  In
     determining Compensation for purposes of the foregoing limitation, the
     rules of Section 414(q)(6) of the Code shall apply, except that in applying
     such rules, the term "family" shall include only the Spouse of the Employee
     and any lineal descendants who have not attained age 19 before the close of
     the Plan Year.  If, as a result of the application of Code Section
     414(q)(6), the limitation is exceeded, then the limitation shall be
     prorated among the affected family members in proportion to each such
     member's Compensation as determined under this Section prior to application
     of the limitation.

               2.11   "Earliest Retirement Age" shall mean for purposes of
                       -----------------------                            
     Section 2.31 the earlier of (a) the date on which the Participant is
     entitled to a distribution under the Plan or (b) the later of (i) the date
     the Participant attains age 50, or (ii) the earliest date on which, under
     the Plan, the Participant could elect to receive benefits if the
     Participant incurred a Termination Date.

               2.12   "Effective Date" shall mean January 1, 1996.
                       --------------                             

               2.13   "Eligible Employee" shall mean any Employee other than (i)
                       -----------------                                        
     an Employee who is such solely by reason of being a leased employee within
     the meaning of Section 414(n) of the Code, (ii) an Employee whose terms and
     conditions of employment are determined through collective bargaining shall
     not be eligible to participate in the Plan unless the collective bargaining
     agreement so provides, (iii) an Employee who, as to the United States, is a
     non-resident alien with no U.S. source income from the Employer, and (iv)
     an Employee who is a temporary employee which shall mean, for the purpose
     of this Section 2.15, any person who is hired for a specific project or for
     a limited duration.  "Full-Time Employee" shall mean an Eligible Employee
                           ------------------                                 
     working the regularly scheduled work week for the location at which he is
     employed.

               2.14   "Employee" shall mean all individuals employed by the
                       --------                                            
     Company or an Affiliated Company, including officers, shareholders or
     directors who are employees and leased employees within the meaning of
     Section 414(n)(2) of the Code.

               2.15   "Employer" shall mean the Company or any Affiliated
                       --------                                          
     Company which has duly adopted the Plan with the consent of the Board of
     Directors.

               2.16   "Employer Contribution" shall mean the contribution made
                       ---------------------                                  
     by an Employer pursuant to Section 5.1.

               2.17   "Employment Commencement Date" shall mean with respect to
                       ----------------------------                            
     any person, the first date on which that person first performs an Hour of
     Service in the employ of an Employer or an Affiliated Company.

               2.18   "ERISA" shall mean the Employee Retirement Income Security
                       -----                                                    
     Act of

                                      -4-
<PAGE>
 
     1974, as amended.

               2.19   "Former Plan" shall mean the Rhone-Poulenc Rorer Employee
                       -----------                                             
     Savings Plan, as amended and restated effective January 1, 1989.

               2.20   "415 Compensation" shall mean a Participant's remuneration
                       ----------------                                         
     including wages, salaries, fees for professional services and other amounts
     received for personal services actually rendered in the course of
     employment with an Employer maintaining the Plan or an Affiliated Company
     to the extent such amounts are included in gross income, including
     overtime, bonuses, premium time, etc., but excluding the following:

               (a) contributions to a deferred compensation plan which, without
     regard to Section 415 of the Code, are not includable in the Participant's
     gross income for the taxable year in which contributed;

               (b) contributions made on behalf of a Participant to a simplified
     employee pension described in Section 408(k) of the Code;

               (c) distributions from a deferred compensation plan (regardless
     of whether such amounts are includable in gross income);

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

               (e) amounts realized from the sale, exchange or other disposition
     of stock acquired under a qualified stock option; or

               (f) other amounts which receive special tax benefits, such as
     premiums for group term life insurance (to the extent excludable from gross
     income) or Employer contributions towards the purchase of an annuity
     contract described in Section 403(b) of the Code.

               For purposes of the definition of "Key Employee" in Section 15.2,
     415 Compensation shall include elective contributions that are excluded
     from gross income under Section 125, 402(e)(3), 402(h) or 403(b) of the
     Code.

               2.21   "Fund" shall mean the separate fund established for this
                       ----                                                   
     Plan, administered under the Trust Agreement, out of which benefits payable
     under this Plan shall be paid.  The Fund may be part of, or participate in,
     a Pooled Investment Trust.

                                      -5-
<PAGE>
 
                 2.22      "Highly Compensated Employee" shall mean:
                            ---------------------------             

               (a) each Employee who, with respect to the Company or an
     Affiliated Company, performed services (an "Active Employee") during the
     Plan Year for which a determination is being made (the "Determination
     Year") and who during such Determination Year, or the preceding
     Determination Year:

                    (1) was at any time a 5% owner (as defined in Section 
     416(i) of the Code and the regulations issued thereunder);

                    (2) received 415 Compensation in excess of $75,000 
     (adjusted to reflect any cost-of-living increases provided in accordance
     with Section 415(d) of the Code);

                    (3) received 415 Compensation in excess of $50,000 
     (adjusted to reflect any cost-of-living increases provided in accordance
     with Section 415(d) of the Code) and was in the top 20% of Active Employees
     (based on 415 Compensation received) during such year; or

                    (4) was an officer (as defined in Section 416(i) of the 
     Code and the regulations issued thereunder) and received 415 Compensation
     greater than 50% of the amount in effect under Section 415(b)(1)(A) of the
     Code for the calendar year in which a determination is made.

     Notwithstanding the foregoing, the provisions of paragraph (2), (3) or (4)
     above shall not cause an Employee to be treated as a Highly Compensated
     Employee for the Determination Year of reference unless such Employee is
     one of the top 100 Active Employees (based on 415 Compensation received)
     during such Determination Year and was not a Highly Compensated Employee in
     accordance with the provisions of paragraph (2), (3) or (4) above for the
     preceding Determination Year (without regard to this sentence).

               (b) For purposes of determining the number of Employees in the
     top 20% of Active Employees in paragraph (a)(3), Employees described in
     Section 414(q)(8) of the Code shall be excluded to the extent (i) permitted
     under Section 414(q)(8) of the Code and regulations thereunder and (ii)
     elected by the Committee.

               (c)  For purposes of paragraph (a)(4), no more than 50 Employees
     (or, if lesser, the greater of three Employees or 10% of the Employees,
     excluding Employees described in section 414(q)(8) of the Code disregarded
     for purposes of identifying the top 20% of Active Employees) shall be
     treated as officers, and if for any Plan Year no officer is described in
     such paragraph, the highest paid officer for such Plan Year shall be
     treated as described in such paragraph.


               (d)  If any person is a member of the family of a 5% owner who is
     an

                                      -6-
<PAGE>
 
     Employee or former Employee or of a Highly Compensated Employee in the
     group consisting of the ten Highly Compensated Employees with the greatest
     415 Compensation for the Plan Year, such person shall not be considered a
     separate Employee.  In such case, the family member (or family members) and
     5% owner or Highly Compensated Employee shall be treated as a single Highly
     Compensated Employee receiving 415 Compensation and Plan contributions
     equal to the sum of the 415 Compensation and Plan contributions of the
     family member(s) and the 5% owner or Highly Compensated Employee.  The term
     "family" shall mean, with respect to any Employee or former Employee, such
     Employee's spouse and lineal ascendants or descendants and the spouses of
     such lineal ascendants or descendants.

               (e)  A former Employee shall be treated as a Highly Compensated
     Employee, if such Employee was a Highly Compensated Employee while an
     active Employee in either the Plan Year in which such Employee separated
     from service or in any Plan Year ending on or after his 55th birthday.

               (f) The determination of Highly Compensated Employee made
     pursuant to this Section shall be made in accordance with Section 414(q) of
     the Code and the regulations issued thereunder.

               (g) For purposes of this Section, the term "415 Compensation"
     shall include Basic and Supplemental Contributions under this Plan.

               2.23   "Hoechst Celanese" shall mean Hoechst Celanese Corporation
                       ----------------                                         
     and any of its "affiliated companies," as that term is defined in the
     Hoechst Celanese Savings Plan.

               2.24   "Hoechst Celanese Savings Plan" shall mean Hoechst
                       -----------------------------                    
     Celanese Savings Plan, amended and restated effective January 1, 1989, and
     as amended from time to time.

               2.25   "Hour of Service" shall mean an hour
                       ---------------                    

               (a) for which an Employee is directly or indirectly paid or
     entitled to payment by an Employer or an Affiliated Company for the
     performance of employment duties;

               (b) for which back pay is either awarded or agreed to,
     irrespective of mitigation of damages;

               (c) for which an Employee is directly or indirectly paid or
     entitled to payment by an Employer or an Affiliated Company on account of a
     period of time during which no duties are performed due to vacation,
     holiday, illness, incapacity, jury duty, lay-off, or leave of absence;

               (d) each hour that constitutes part of the Employee's customary
     work week during any period of absence in the armed forces of the United
     States, provided that (1) such absence is with the approval of the Employer
     or pursuant to a national conscription law, (2) the Employee receives an
     honorable discharge, and (3) the Employee returns to employment

                                      -7-
<PAGE>
 
     with the Employer within 90 days after his release from active service or
     any longer period during which his right to reemployment is protected by
     law.

     There shall be excluded from the above those periods during which payments
     are made or due solely for the purpose of complying with applicable
     workers' compensation, unemployment compensation or disability insurance
     laws.  No more than 501 Hours of Service shall be credited under Subsection
     (c) for any period during which no duties are performed except to the
     extent otherwise provided in this Plan.  An Hour of Service shall not be
     credited where an Employee is being reimbursed solely for medical or
     medically related expenses.  Hours of Service shall be credited in
     accordance with the rules set forth in DOL Reg. 2530.200b-2(b) and (c).

               Notwithstanding the foregoing, the Committee may, in accordance
     with uniform rules nondiscriminatorily applied, elect to credit Hours of
     Service using one or more of the following equivalencies:

               Basis Upon Which Records            Credit Granted to
                    Are Maintained               Individual for Period
               ------------------------       --------------------------- 
                         shift                actual hours for full shift

                          day                 10 hours of service
  
                          week                45 hours of service

                  semi-monthly period         95 hours of service

                         month                190 hours of service

               2.26   "Investment Media" shall mean those funds, contracts,
                       ----------------                                    
     obligations or other modes of investment selected by the Committee to which
     each Participant may direct the investment of the assets of his Accounts.

               2.27   "Non-Highly Compensated Employee" shall mean an Employee
                       -------------------------------                        
     who is not a Highly Compensated Employee.

               2.28   "One-Year Period of Severance" shall mean a 12-consecutive
                       ----------------------------                             
     month period beginning on an Employee's Termination Date and ending on each
     anniversary of such Termination Date provided that the Employee does not
     perform an Hour of Service for the Company or any Affiliated Company during
     such period.  Notwithstanding the foregoing, if an Employee is absent for
     one of the following reasons, he shall be credited with one Hour of
     Service, for purposes of this Section only, for each Hour of Service he
     would have received if he had continued in the active employ of an Employer
     during the period of absence:

                                      -8-
<PAGE>
 
               (1) layoff for a period of less than six (6) months; provided
     that the Employee returns to work promptly upon receipt of notice to do so;

               (2)  leave of absence granted in accordance with established
     leave of absence policies;

               (3)  military service such that his right to reemployment is
     protected by law; provided the Employee makes application for reemployment
     within the time provided by law; and

               (4)  illness or accident for a period of less than twelve (12)
     months; provided, the employee returns to work as soon as he is physically
     able.

               If an Employee is absent from work by reason of pregnancy,
     childbirth, or adoption, or for purposes of the care of such Employee's
     child immediately after birth or adoption, the 12-consecutive month period
     beginning on the Employee's Termination Date shall not be treated as a One-
     Year Period of Severance.  Nothing in this paragraph shall be construed as
     expanding or amending any maternity or paternity leave policy of the
     Company.

               2.29   "Participant" shall mean an Eligible Employee who is
                       -----------                                        
     entitled to participate and who elects to participate in this Plan under
     Article III hereof.

               2.30   "Permanent and Total Disability" shall mean a
                       ------------------------------              
     Participant's suffering a disability of a nature which enables the
     Participant to qualify for and to receive disability benefits under the
     Federal Social Security Act.

               2.31   "Permanently and Totally Disabled Employee" shall mean a
                       -----------------------------------------              
     Participant who has suffered a Permanent and Total Disability.

               2.32   "Plan" shall mean the Centeon L.L.C. Employee Savings
                       ----                                                
     Plan, as set forth herein and as hereafter amended from time to time.

               2.33   "Plan Year" shall mean the calendar year.
                       ---------                               

               2.34   "Pooled Investment Trust" shall mean a pooled investment
                       -----------------------                                
     trust established pursuant to the Pooled Investment Trust Agreement among
     the Company, Rhone-Poulenc Rorer Inc. ("RPR") and American Express Trust
     Company ("American Express Trust") in which the assets of the Former Plan
     and this Plan may be invested pursuant to the terms of each of the trust
     agreements between RPR and American Express Trust and the Company and
     American Express Trust.

               2.35   "Qualified Domestic Relations Order" shall mean a
                       ----------------------------------              
     judgment, decree or order (including approval of a property settlement
     agreement) made pursuant to a state domestic relations law (including a
     community property law) which:

                                      -9-
<PAGE>
 
               (a)  relates to the provision of child support, alimony payments
     or marital property rights to a spouse, former spouse, child or other
     dependent of a Participant (the "Alternate Payee");

               (b)  creates or recognizes the existence of the Alternate Payee's
     right to, or assigns to the Alternate Payee the right to, receive all or a
     portion of the benefits payable to a Participant under this Plan;

               (c)  specifies (i) the name and last known mailing address (if
     any) of the Participant and each Alternate Payee covered by the order, (ii)
     the amount or percentage of the Participant's Plan benefits to be paid to
     the Alternate Payee, or the manner in which such amount or percentage is to
     be determined, and (iii) the number of payments or the period to which the
     order applies and each plan to which the order relates; and

               (d)  does not require the Plan to (i) provide any type or form of
     benefit, or any option not otherwise provided under the Plan, (ii) provide
     increased benefits, or (iii) pay benefits to the Alternate Payee that are
     required to be paid to another Alternate Payee under a prior Qualified
     Domestic Relations Order.  Notwithstanding the foregoing, a Qualified
     Domestic Relations Order may provide that distribution commence immediately
     or at any other time specified in the Qualified Domestic Relations Order,
     but not later than the latest date benefits would be payable to the
     Participant under Article VII, if the Order directs (i) that the payment of
     the benefits be determined as if the Participant had retired on the date on
     which payment is to begin under such Order, taking into account only the
     balance standing to the Participant's credit in his Accounts on such date
     and (ii) that the payment be made in a form in which such benefits may be
     paid under the Plan to the Participant.

               2.36   "Qualified Employer Contribution" shall mean a
                       -------------------------------              
     contribution made by the Employer pursuant to Section 5.3.

               2.37   "Qualified Employer Contribution Account" shall mean so
                       ---------------------------------------               
     much of a Participant's Account as consists of amounts attributable to
     Qualified Employer Contributions under the Plan, including all earnings and
     accretions attributable thereto and reduced by all losses attributable
     thereto, by all expenses chargeable thereagainst and by all withdrawals and
     distributions therefrom.

               2.38   "Required Distribution Date" shall mean the April 1 of the
                       --------------------------                               
     Plan Year following the Plan Year in which the Participant attains age 
     70 1/2.

               2.39   "Retirement" shall mean the termination of employment of
                       ----------                                             
     an Employee who is entitled to an immediate receipt of retirement benefits
     under a pension or retirement plan maintained or contributed to by the
     Employer.  If a Participant does not participate in such a Plan, the
     Participant's "Retirement" under this Plan shall be the later of the date
     on which (a) the Participant attains age 55, (b) completes 10 years of
     service (as defined in Section 8.2) and (c) ceases to be employed by the
     Employer and all Affiliated Companies on or after his attainment of such
     age and years of service.

                                     -10-
<PAGE>
 
               2.40   "RPR" shall mean Rhone-Poulenc Rorer Inc. and any of its
                       ---                                                    
     "affiliated companies," as that term is defined in the Former Plan.

               2.41   "RPR Interest Accumulation Fund" shall mean an Investment
                       ------------------------------                          
     Medium managed by the Former Plan Committee that primarily invests in
     guaranteed income contracts.

               2.42   "RPR Stock" shall mean the common stock of Rhone-
                       ---------                                      
     Poulenc Rorer Inc.

               2.43   "RPR Stock Fund" shall mean the Investment Medium
                       --------------                                  
     dedicated to the acquisition and holding of RPR Stock.

               2.44   "Rollover Contribution" shall mean the contributions made
                       ---------------------                                   
     by a Participant pursuant to Section 4.10.

               2.45   "Spouse" shall mean the spouse or surviving spouse of the
                       ------                                                  
     Participant, as the context requires; provided, that a former spouse shall
     be treated as the spouse or surviving spouse to the extent provided under a
     Qualified Domestic Relations Order.

               2.46   "Supplemental Contributions" shall mean the contributions
                       --------------------------                              
     made by a Participant pursuant to Section 4.2.

               2.47   "Supplemental Employer Contribution" shall mean the
                       ----------------------------------                
     contributions, if any, made by an Employer pursuant to Section 5.2.

               2.48   "Termination Date" shall mean the earlier of (a) the date
                       ----------------                                        
     an Employee dies or retires, quits or is discharged from the Employer and
     all Affiliated Companies, or (b) the first anniversary of the date that the
     Employee is otherwise first absent from work from the Employer and all
     Affiliated Companies (with or without pay) for any other reason.

               2.49   "Trust Agreement" shall mean the Trust Agreement(s)
                       ---------------                                   
     executed under this Plan.

               2.50   "Trustee" shall mean the corporate trustee(s) or one or
                       -------                                               
     more individuals collectively appointed and acting under the Trust
     Agreement.

               2.51   "Valuation Date" shall mean any day that the New York
                       --------------                                      
     Stock Exchange is open for business or such other date chosen by the
     Committee on which a valuation of the Fund is made.

               2.52   "Year of Service" shall mean each 12-month period
                       ---------------                                 
     beginning on an Employee's Employment Commencement Date and succeeding 12-
     month periods commencing with the first anniversary thereof during which
     the Employee is employed by the Employer or any Affiliated Company (or any
     predecessor thereof).  For this purpose, less than whole 12-month periods
     shall be aggregated (whether or not consecutive) on the basis that 12
     months of

                                     -11-
<PAGE>
 
     employment (30 days are deemed to be a month in the aggregation of
     fractional months) equals one Year of Service.  After aggregation any
     service remaining which is less than 12 months shall be disregarded.  For
     purposes of determining any Employee's eligibility to participate in the
     Plan under Article III, Years of Service shall include employment with the
     Employer or an Affiliated Company whether or not the Employee qualified as
     an Eligible Employee during that employment.

                                     -12-
<PAGE>
 
                                  ARTICLE  III
                                  ------------
                           PARTICIPATING IN THE PLAN
                           -------------------------



               3.1  Eligibility.
                    ----------- 

               (a)  Any Employee who was a "participant" in the Former Plan or
     the Hoechst Celanese Savings Plan, as that term is defined in the Former
     Plan or the Hoechst Celanese Savings Plan, immediately prior to the
     Effective Date or the date on which their employment is transferred from
     RPR or Hoechst Celanese to the Employer shall continue to participate in
     the Plan without interruption.

               (b)  Any other Eligible Employee (a) who is a Full-Time Employee
     shall be eligible to become a Participant on any Activity Date coincident
     with or following the Eligible Employee's completion of 3 months of
     employment, or (b) who is not a Full-Time Employee shall be eligible to
     become a Participant on any Activity Date coincident with or following the
     Eligible Employee's completion of one Year of Service.  The following
     additional rules shall apply in calculating an Eligible Employee's 3 months
     of service or one Year of Service, whichever is applicable, under this
     subsection (b):

                    (1) If an Employee retires, quits or is discharged, the 
     period commencing on the Employee's Termination Date and ending on the
     first date on which he again performs an Hour of Service shall be taken
     into account, if such date is within twelve (12) consecutive months of the
     date on which he last performed an Hour of Service;

                    (2) If the Employee is absent from work for a reason other 
     than one specified in Section 3.1(b)(1) and within twelve (12) months of
     the first day of such absence, the Employee retires, quits or is
     discharged, the period commencing on the first day of such absence and
     ending on the first day he again performs an Hour of Service shall be taken
     into account, if such day is within twelve (12) months of the date his
     absence began.

               For purposes of determining an Eligible Employee's period of
     employment hereunder, any period of employment performed by an Employee,
     whose employment is transferred from RPR or Hoechst Celanese to the
     Employer and who is employed by RPR or Hoechst Celanese immediately prior
     to such transfer, for RPR or Hoechst Celanese prior to the transfer shall
     be taken into account.

               (c)  Any individual described in Section 3.1(b) who ceases to be
     an Eligible Employee after the day on which he became eligible to become a
     Participant shall again

                                     -13-
<PAGE>
 
     become eligible to become a Participant on the date on which he resumes his
     status as an Eligible Employee.  However, if any such individual has
     incurred a One-Year Period of Severance, he shall become eligible to become
     a Participant on the first Activity Date following his reemployment in an
     Eligible Employee classification.

               (d)  If an Eligible Employee who is a Full-Time Employee fails to
     complete 3 months of employment, or an Eligible Employee who is not a Full-
     Time Employee fails to complete one Year of Service, before incurring one
     or more One-Year Period of Severance, such employee shall be eligible to
     become a Participant after his reemployment only if, after the
     reemployment, he again becomes an Eligible Employee and completes 3 months
     of employment in the case of a Full-Time Employee or one Year of Service in
     the case of an Employee who is not a Full-Time Employee, on the Activity
     Date coincident with or following the date he completes the applicable
     employment requirement.

               (e)  Notwithstanding anything to the contrary in Section 3.1(b)
     hereof, any Eligible Employee whose employment is transferred from Centeon
     Bio-Services, Inc. to the Employer and who is a participant in the Centeon
     Bio-Services, Inc. Employee Savings Plan immediately prior to the time of
     such transfer shall become a Participant in this Plan upon the date of such
     transfer.  Any other Employee whose employment is transferred from Centeon
     Bio-Services, Inc. to the Employer shall be eligible to participate in this
     Plan in accordance with Section 3.1(b) hereof, provided that such
     transferred Employee shall receive credit for a period service consisting
     of (i) a number of years equal to the number of "Years of Service," as that
     term is defined in the Centeon Bio-Services, Inc. Employee Savings Plan
     before his "Eligibility Computation Period," as that term is defined in the
     Centeon Bio-Services, Inc. Employee Savings Plan, during which the transfer
     occurs and (ii) the greater of (A) the period of service that would be
     credited to the Employee for his service with the Employer under this Plan
     during the entire Eligibility Computation Period in which the transfer
     occurs or (B) the service taken into account for the Employee under the
     Centeon Bio-Services, Inc. Employee Savings Plan as of the date of the
     transfer.

               (e) Notwithstanding anything to the contrary in the Plan,
     effective January 1, 1997, if an Eligible Employee elects to participate in
     the Centeon, L.L.C. Defined Contribution Excess Benefit Plan for a Plan
     Year, such individual shall be entitled to make Basic Contributions or
     share in Employer Contributions under the Plan for such Plan Year only as
     provided in Sections 4.11 and 5.12.

               3.2    Participation.  Participants shall share in Employer
                      -------------                                       
     Contributions and Supplemental Employer Contributions under Sections 5.1
     and 5.2 for any Plan Year during which they make Basic Contributions to the
     Plan.

               3.3    Application for Participation.  Participation in this Plan
                      -----------------------------                             
     is voluntary. Each Eligible Employee who elects to become a Participant
     shall become a Participant as of an Activity Date upon such notice and
     after completing such enrollment and application forms as may be required
     by the Committee.  Each Eligible Employee who becomes a Participant shall
     be deemed to have agreed to the terms and requirements of the Plan and the
     Trust Agreement.  Any

                                     -14-
<PAGE>
 
     enrollment and application form in effect under the Centeon, L.L.C. Defined
     Contribution Excess Benefit Plan shall be deemed to be an election to
     become a Participant in this Plan, if so provided in the enrollment form.

               3.4    Data.  Each Participant shall furnish to the Committee
                      ----                                                  
     such data as may be requested by the Committee for the determination of his
     rights and benefits under the Plan.

               3.5    Change of Eligibility Status.  In the event a change of
                      ----------------------------                           
     job classification or a transfer to an Affiliated Company results in a
     Participant no longer qualifying as an Eligible Employee, such Employee
     shall cease to be an active Participant as of the effective date of such
     change of job classification or transfer, but the Employee shall not be
     deemed to have terminated employment with the Employer or the Affiliated
     Company for purposes of this Plan.

               3.6    Termination of Participation.  A Participant's
                      ----------------------------                  
     participation will end when he and his beneficiaries have received all
     benefits due to them under the Plan.

                                     -15-
<PAGE>
 
                                  ARTICLE  IV
                                  -----------

                          PARTICIPANT'S CONTRIBUTIONS
                          ---------------------------



               4.1    Basic Contributions.  Subject to the limitations set forth
                      -------------------                                       
     in Article VI, a Participant shall authorize the Employer, on forms
     provided by the Committee, to reduce his Compensation by either 1%, 2%, 3%,
     4%, 5% or 6%, up to a maximum of $6,000, adjusted to the nearer whole
     dollar, as a Basic Contribution to the Plan.

               4.2    Supplemental Contributions.  Subject to the limitations
                      --------------------------                             
     set forth in Article VI, a Participant who elects to make a Basic
     Contribution of 6% (or $6,000, if less) may also elect to authorize the
     Employer, on forms provided by the Committee and subject to any limitations
     imposed by the Committee, to reduce his Compensation by either 1%, 2%, 3%,
     4%, 5% or 6% (calculated by whole percentage points and adjusted to the
     nearer whole dollar) as a Supplemental Contribution to the Plan; provided,
     however, that such amount, when added to the Participant's Basic
     Contributions for the Plan Year, shall not exceed the dollar limitation set
     forth in Section 402(g) of the Code.

               4.3    How Contributions Are Made.  Except as provided in Section
                      --------------------------                                
     4.11, Basic and Supplemental Contributions shall be made by payroll
     reduction in accordance with the consent of the Participant granted
     pursuant to the terms of Sections 4.1 and 4.2.

               4.4    When Contributions Are Made.  Withholding of a
                      ---------------------------                   
     Participant's contributions shall begin as of the first Activity Date
     following a timely receipt of his written consent to withhold and shall be
     completed in accordance with the Participant's instructions.

               4.5    Cash Contributions.  Cash contributions in lieu of payroll
                      ------------------                                        
     reductions are not permissible, except as provided in Section 4.11.

               4.6    Change of Percentage Rate.  A Participant may elect to
                      -------------------------                             
     change his percentage rate of contribution under Section 4.1 or 4.2 (within
     the limits set forth in those Sections) as of any Activity Date.  Any such
     change shall be made in accordance with such written, electronic or
     telephonic procedures as may be prescribed by the Committee.

               4.7    Discontinuance of Contributions.  By giving prior notice
                      -------------------------------                         
     to the Committee, a Participant may elect to discontinue his Basic
     Contributions and/or his Supplemental Contributions at any time.  If a
     Participant elects to discontinue his Basic Contributions, his ability to
     make Supplemental Contributions will also cease.  A Participant who has
     discontinued either his Basic or Supplemental Contributions shall not be
     permitted thereafter to make such Contributions until the Activity Date
     next following the effective date of such discontinuance.  Notice of
     discontinuance shall be given in accordance with such written, electronic
     or telephonic procedures as may be prescribed by the Committee.

                                     -16-
<PAGE>
 
               4.8    Return of Basic and Supplemental Contributions.
                      ---------------------------------------------- 

               (a) Notwithstanding any provision in the Plan to the contrary, a
     Participant's Basic and Supplemental Contributions made under this Plan and
     his elective deferrals (as defined in Section 402(g) of the Code) made
     under any other plan or arrangement maintained by the Employer or an
     Affiliated Company for a taxable year shall not exceed the dollar
     limitation in Section 402(g) of the Code.  Furthermore, the Participant
     should notify the Committee in writing no later than the March 1 following
     the Participant's taxable year that his Basic and Supplemental
     Contributions (reduced by amounts previously distributed pursuant to
     Sections 6.8 or 6.9) when added to his elective deferrals under any other
     plan or arrangement (whether or not maintained by an Employer or Affiliated
     Company) exceed the limit imposed by the Code Section 402(g) for the
     taxable year in which the deferrals occurred.  Not later than the April 15
     following the close of the Participant's taxable year, the Committee shall
     cause the Trustee to distribute to the Participant the excess deferrals
     (adjusted for any income or loss attributable thereto through the date of
     distribution and subject, however, to the withholding of taxes and other
     amounts as though such amounts were current remuneration).  A Participant
     shall be deemed to have made a claim for distribution of excess deferrals
     from the Plan to the extent that his Basic and Supplemental Contributions
     together with his elective deferrals under any other plan or arrangement
     maintained by the Employer or an Affiliated Company exceed the limit
     imposed by Code Section 402(g) for the taxable year.

               (b) In the event a Participant receives a distribution of Basic
     Contributions pursuant to paragraph (a) of this Section, the Participant
     shall forfeit any Employer or Supplemental Employer Contributions (plus
     income thereon to the date of distribution) allocated to the Participant by
     reason of the distributed Basic Contributions.  Amounts forfeited shall be
     used to reduce future Employer Contributions made pursuant to Section 5.1.

               4.9    Transfer to Trustee.  Each Employer shall transfer to the
                      -------------------                                      
     Trustee the Basic and Supplemental Contributions of each Participant as
     soon as practicable, but no more than thirty (30) days after the end of the
     calendar month in which such contributions were withheld from the
     Participant's Compensation.

               4.10   Rollover Contributions.
                      ---------------------- 

               (a) In accordance with procedures established by the Committee
     and applied on a uniform basis, an Eligible Employee may transfer or have
     transferred directly to the Fund, from any qualified retirement plan of a
     former employer, all or a portion of his vested accrued benefit in the
     distributing plan, except that the amount being transferred shall not
     contain nondeductible contributions made to the distributing plan by the
     Eligible Employee, unless the transfer to the Fund is directly from the
     funding agent of the distributing plan.

               (b) In addition, an Eligible Employee who has established an
     individual retirement account to hold distributions received from qualified
     retirement plans of former employers may, in accordance with procedures
     established by the Committee and applied

                                     -17-
<PAGE>
 
     on a uniform basis, transfer all of the assets of such individual
     retirement account to the Fund. Such individual retirement account shall
     not contain nondeductible contributions made by the Eligible Employee while
     he was a participant in the plans of his former employers.

               (c)  The distributions transferred by or for an Eligible Employee
     from another qualified retirement plan or from an individual retirement
     account shall be credited to the Participant's Rollover Account.

               (d) The Trustee shall not accept a distribution from any other
     qualified retirement plan or from an individual retirement account unless
     the following conditions are met:

                    (1) the distribution being transferred must come directly 
     from the fiduciary of the plan of the former employer, or it must come from
     the Eligible Employee within 60 days after the Eligible Employee received a
     distribution from such other qualified retirement plan or individual
     retirement account;

                    (2) distributions from a plan for a self-employed person 
     shall not be transferred to this Plan, unless the transfer is directly to
     the Fund from the funding agent of the distributing plan;

                    (3) the distribution being transferred will not cause the 
     Plan to be a direct or indirect transferee of a plan to which the joint and
     survivor annuity requirements of Sections 401(a)(11) and 417 of the Code
     apply; and

                    (4) the distribution being transferred will not cause the 
     Plan to violate the requirements set forth in Section 411(d)(6) of the Code
     (and the regulations issued thereunder).

               4.11   Transfer of Basic Contributions.  Upon the conclusion of
                      -------------------------------                         
     each Plan Year and prior to the fifteenth day of the third month following
     the end of the Plan Year, if elected by the Participant under the terms of
     the Centeon, L.L.C. Defined Contribution Excess Benefit Plan, the amount
     attributable to deferral contributions which is distributed from the
     Centeon, L.L.C. Defined Contribution Excess Benefit Plan shall be
     contributed to the Plan and allocated to the Participant's Basic
     Contribution Account II.  In no event, however, shall the amount
     contributed pursuant to this Section 4.11 exceed $6,000.

                                     -18-
<PAGE>
 
                                   ARTICLE  V
                                   ----------

                             EMPLOYER CONTRIBUTIONS
                             ----------------------



               5.1    Employer Contributions.  Except as is otherwise provided
                      ----------------------                                  
     in Supplements B, C and D, and subject to the limitations set forth in
     Article VI, each Participant's Basic Contributions shall be matched on an
     annual basis by an Employer Contribution up to a maximum Employer
     Contribution of $3,000 for a Participant in a Plan Year.  The Basic
     Contributions shall be matched by Employer Contributions in accordance with
     the following schedule:

                         Basic Contribution            Employer Contribution
                      (as a % of Compensation)    (as a % of Basic Contribution)
                      ------------------------     -----------------------------

                           1st 1%                                100%
                           2nd 1%                                 90%
                           3rd 1%                                 80%
                           4th-6th 1%                             50%

               The Company may, with respect to the first Plan Year in which an
     Eligible Employee elects to become a Participant pursuant to Article III
     hereof, make an additional Employer Contribution of $100 on behalf of the
     Participant.  The Company may, in its sole discretion, elect to make an
     Employer Contribution that is in excess of the amount required to be
     contributed by the Company; provided, however, that in no event shall the
     total Employer Contributions for any Participant for any Plan Year exceed
     the $3,000 limitation referenced above.

               5.2    Supplemental Employer Contributions.  As soon as possible
                      -----------------------------------                      
     after the end of the Plan Year, the Employer, in its discretion, may
     determine to make a Supplemental Employer Contribution, subject to the
     limitations set forth in Article VI.  The Supplemental Employer
     Contribution for any Plan Year under this Section will be made no later
     than the expiration of the period within which such contribution may be
     paid and deducted for the purpose of federal income taxes.  Supplemental
     Employer Contributions shall be allocated to the Supplemental Employer
     Contribution Account of each Participant who qualifies for Employer
     Contributions under Section 3.2 and who either (i) is in the active
     employment of an Employer or an Affiliated Company on the last day of the
     Plan Year for which such Supplemental Employer Contributions are made or
     (ii) dies, suffers a Permanent and Total Disability, or has a Retirement
     during the Plan Year; provided, however, that if this method of allocating
     the Supplemental Employer Contribution for a Plan Year (A) would not serve
     to prevent the Plan from failing to satisfy the requirements set forth in
     Sections 6.3 and 6.5, respectively (such failure to be determined without
     regard to the Supplemental Employer Contribution) and/or (B) would result

                                     -19-
<PAGE>
 
     in the Plan's failure to satisfy either of the requirements set forth in
     Sections 6.3 and 6.5, then, but only to the extent necessary to satisfy the
     requirements set forth in Sections 6.3 and 6.5 (as determined by the
     Committee in its sole discretion), the allocation of the Supplemental
     Employer Contribution for the Plan Year shall be made only to those
     Participants who otherwise satisfy the requirements set forth in (i) and
     (ii) above and who are also Non-Highly Compensated Employees.  Supplemental
     Employer Contributions shall be treated the same as the Employer
     Contributions for all purposes under the Plan, except as otherwise provided
     herein.

               5.3    Qualified Employer Contributions.  Subject to the
                      --------------------------------                 
     limitations described in Article VI, the Employer may, in its discretion,
     make Qualified Employer Contributions for a Plan Year, which shall be
     allocated as of the last day of the Plan Year for which such contributions
     are made, among the Qualified Employer Contribution Accounts of some or all
     Active Participants who are not Highly Compensated Employees or other
     nonhighly compensated nonexcludible Employees who are not Eligible
     Employees for the Plan Year in an amount necessary to satisfy either one of
     the tests in Section 6.03 or Section 6.05 or the minimum coverage
     requirements of section 410(b) in accordance with Treasury Regulations
     issued under sections 401(k), 401(m) or 401(a)(4) of the Code, whichever is
     applicable.

               5.4    Fund.  The contributions deposited by the Employer in the
                      ----                                                     
     Fund in accordance with this Article V (and Article IV) shall constitute a
     fund held for the benefit of Participants and terminated or retired
     Employees, and their eligible survivors under and in accordance with this
     Plan.  No part of the principal or income of the Fund shall be used for, or
     diverted to purposes other than those which are exclusively for the benefit
     of such Participants, terminated or retired Employees, and their eligible
     survivors including necessary administrative costs.

               5.5    Determination of Amount.  If any Employer in any Plan Year
                      -----------------------                                   
     makes a contribution in excess of the amount allowable as a deduction for
     such fiscal year, the amount of the excess shall be returned to the
     Employer in accordance with Section 5.7

               5.6    When Contributions Are Made.  Subject to Section 5.12,
                      ---------------------------                           
     Employer Contributions shall be paid to the Trustee at the time that a
     Participant's Basic and Supplemental Contributions are forwarded to the
     Trustee.  Supplemental Employer Contributions shall be made at the time set
     forth in Section 5.2 hereof.  Qualified Employer Contributions for any Plan
     Year under this Article shall be made no later than twelve (12) months
     after the close of the Plan Year to which the contribution applies.

               5.7    Form of Contributions.  Employer contributions shall be
                      ---------------------                                  
     made in cash.

               5.8   Deductibility of Contributions.  All Basic, Supplemental
                     ------------------------------                          
     and Employer Contributions under the Plan are conditioned upon their
     deductibility under Section 404 of the Code and, to the extent the
     deduction is disallowed, shall be returned to the Employer or the
     Participant as appropriate within one year after the disallowance of the
     deduction. Notwithstanding the foregoing, the maximum amount which may be
     returned to the Employer or a Participant shall be the lesser of either the
     value of the contribution on the date it is returned or

                                     -20-
<PAGE>
 
     the value of the contribution on the date it was made.

               5.9    Mistake.  In the case of a contribution which is made 
                      ------- 
     under a mistake of fact, such contribution shall be returned to the
     Employer or the Participant, as appropriate, within one year after the
     payment of the contribution. Notwithstanding the foregoing, the maximum
     amount which may be returned to the Employer or a Participant shall be the
     lesser of either the value of the contribution on the date it is returned
     or the value of the contribution on the date it was made.

               5.10   Contributions Conditioned on Plan Qualification.  All
                      -----------------------------------------------      
     contributions under the Plan are conditioned on initial qualification of
     the Plan under Sections 401(a) and 401(k) of the Code, and if the Plan is
     found not to so qualify, it shall be terminated in accordance with the
     provisions of Section 13.2 and the Fund shall be distributed to the
     Participants and the Employer, as appropriate, within one year after the
     denial of such initial qualification.

               5.11   Records.  All contributions transferred to the Trustee
                      -------                                               
     under the Plan shall be provided under any method authorized by the
     Committee to the Trustee and shall include: (a) identify the Participant on
     whose behalf the contribution is being made, (b) state whether the
     contribution represents a Basic Contribution, Supplemental Contribution,
     Employer Contribution, Supplemental Employer Contribution or Qualified
     Employer Contribution and (c) direct the investment of the contribution in
     accordance with the Participant's investment directions pursuant to Article
     XII.

               5.12   Transfer of Employer Contributions.  Upon the conclusion 
                      ----------------------------------
     of each Plan Year and prior to the fifteenth day of the third month
     following the end of the Plan Year, the amount attributable to Company
     contributions which is distributed from the Centeon, L.L.C. Defined
     Contribution Excess Benefit Plan shall be contributed to the Plan and
     allocated to the Participant's Employer Contribution Account.

                                     -21-
<PAGE>
 
                                  ARTICLE  VI
                                  -----------

                  LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS
                  --------------------------------------------



               6.1  General Requirements.  For any Plan Year, (a) contributions
                    --------------------                                       
     under the Plan shall not exceed the limitations on deductions imposed under
     Sections 404(a)(3) and 404(a)(9) of the Code, and (b) the Plan shall
     satisfy (i) the coverage requirements of Section 410(b)(1) of the Code,
     (ii) the average deferral percentage test set forth in Section 6.3 and
     (iii) the average contribution percentage test set forth in Section 6.5.

               6.2  Allocations.  Each Employer Contribution shall be allocated
                    -----------                                                
     as of the day the contribution is received by the Trustee with respect to
     each Participant in accordance with Section 5.1.  Supplemental Employer
     Contributions shall be allocated to each Participant eligible to
     participate in the contribution under Section 5.2 as soon as possible after
     the close of the Plan Year for which the contribution is made, and shall be
     based on the amount of the Basic Contributions made by such Participant
     during the Plan Year to total Basic Contributions of all eligible
     Participants for such Plan Year.

               6.3  Average Deferral Percentage Test.  The average deferral
                    --------------------------------                       
     percentage for Highly Compensated Employees who are Eligible Employees
     shall not exceed the greater of (a) or (b) as follows:

               (a) The average deferral percentage for all Eligible Employees
     who are Non-Highly Compensated Employees, multiplied by 1.25, or

               (b) The average deferral percentage for all Eligible Employees
     who are Non-Highly Compensated Employees, multiplied by 2.0; provided that
     the average deferral percentage for Highly Compensated Employees who are
     Eligible Employees may not exceed the average deferral percentage for
     Eligible Employees who are Non-Highly Compensated Employees by more than
     two percentage points.

               6.4  Average Deferral Percentage.  For purposes of Section 6.3,
                    ---------------------------                               
     the term "average deferral percentage" as applied to a specified group of
     Eligible Employees shall mean the average of the ratios, calculated
     separately for each such Eligible Employees in such group of:

               (a)  the amount of Basic and Supplemental Contributions
     (excluding any such contributions taken into account in determining the
     average contribution percentage in Section 6.5(a), distributed to a Non-
     Highly Compensated Employee pursuant to a deemed claim for distribution
     under Section 4.8, or returned pursuant to Section 6.9) plus, at the
     election of the Committee, any portion of the Supplemental Employer
     Contributions and/or Qualified Employer Contributions allocated to the
     Participant for the Plan Year permitted to be taken into account under
     section 401(k) of the Code and regulations thereunder, paid to the Plan on
     behalf of each such Participant for such Plan Year, to

                                     -22-
<PAGE>
 
               (b)  the Participant's Compensation for such Plan Year; provided,
     however, that only that Compensation paid to a Participant while he was an
     Eligible Employee shall be taken into account.

               For the purposes of this Section, the deferral percentage of a
     Highly Compensated Employee who is an Eligible Employee under this Plan and
     who has made elective deferrals under any other qualified cash or deferred
     arrangement maintained by the Company or an Affiliated Company pursuant to
     Section 401(k) of the Code shall be the sum of his deferral percentages
     under all such plans (excluding those that are not permitted to be
     aggregated with the Plan under Treas. Reg. (S)1.401(k)-1(b)(3)(ii)(B)) for
     the Plan Year.  In addition, this Plan shall be aggregated and treated as a
     single plan with other plans maintained by the Company or an Affiliated
     Company to the extent that this Plan is aggregated with any such other plan
     for purposes of satisfying Section 410(b) (other than section
     410(b)(2)(A)(ii)) of the Code.

               6.5  Average Contribution Percentage Test.  The term "average
                    ------------------------------------                    
     contribution percentage test" shall mean the numerical test set forth in
     Section 6.3 substituting for the term "average deferral percentage" the
     term "average contribution percentage".

               (a)  The term "average contribution percentage" as applied to a
     specified group of Eligible Employees shall mean the average of the ratios,
     calculated separately for each such Participant in such group of:

                    (1) the amount of Employer Contributions paid to the Plan on
     behalf of such Participant for such Plan Year (excluding any such
     contributions forfeited pursuant to Section 4.8 or 6.8(b)) plus, at the
     election of the Committee, any portion of the Supplemental Employer
     Contributions and/or Qualified Employer Contributions allocated to the
     Participant for the Plan Year required or permitted to be taken into
     account under section 401(m) of the Code and regulations thereunder and
     plus, at the discretion of the Committee, Basic and Supplemental
     Contributions, to

                    (2) the Participant's Compensation for such Plan Year; 
     provided, however, that only that Compensation paid to a Participant while
     he was an Eligible Employee shall be taken into account.

               (b)  Basic and Supplemental Contributions may be taken into
     account under this Section only to the extent necessary to satisfy the
     average contribution percentage test, and only to the extent that the Plan
     continues to satisfy the average deferral percentage test set forth in
     Section 6.3 without taking into account such Basic and Supplemental
     Contributions.

               (c)  For purposes of this Section, the contribution percentage of
     a Highly Compensated Employee who is an Eligible Employee under this Plan
     and who has made employee after-tax contributions or for whom employer
     matching contributions were made under any other plan of the Company or an
     Affiliated Company shall be the sum of his contribution percentages under
     all such plans (excluding those that are not permitted to be aggregated
     with the

                                     -23-
<PAGE>
 
     Plan under Treas. Reg. (S)1.401(m)-1(b)(3)(ii)) for the Plan Year.

               (d) For purposes of determining contribution percentages, the
     Employer or the Committee may take Basic and Supplemental Contributions
     into account, in accordance with Treasury regulations, so long as the
     requirements of Section 6.03 are met both when the Basic and Supplemental
     Contributions used in determining contribution percentages are and are not
     included in determining actual deferral percentages.  In addition, this
     Plan shall be aggregated and treated as a single plan with other plans
     maintained by the Company or an Affiliated Company to the extent that this
     Plan is aggregated with any such other plan for purposes of satisfying
     Section 410(b) (other than section 410(b)(2)(A)(ii)) of the Code.

               6.6  Limitation on Use of Percentage Tests.  For any Plan Year,
                    -------------------------------------                     
     the sum of the average deferral percentage and the average contribution
     percentage for all Highly Compensated Employees who are Eligible Employees
     shall not exceed the greater of (a) and (b) where:

               (a)  is the sum of (i) 1.25 times the greater of the relevant
     actual deferral percentage or the relevant actual contribution percentage
     and (ii) two percentage points plus the lesser of the relevant actual
     deferral percentage or the relevant actual contribution percentage.  In no
     event, however, shall this amount exceed twice the lesser of the relevant
     actual deferral percentage or the relevant actual contribution percentage;
     and

               (b)  is the sum of (i) 1.25 times the lesser of the relevant
     actual deferral percentage or the relevant actual contribution percentage
     and (ii) two percentage points plus the greater of the relevant actual
     deferral percentage or the relevant actual contribution percentage. In no
     event, however, shall this amount exceed twice the greater of the relevant
     actual deferral percentage or the relevant actual contribution percentage.

               For purposes of this Section, the term "relevant actual deferral
     percentage" means the actual deferral percentage of the group of Non-Highly
     Compensated Employees who are Eligible Employees and the term "relevant
     actual contribution percentage" means the actual contribution percentage of
     the group of Non-Highly Compensated Employees who are Eligible Employees.

               If the limitation in this Section is not met, the actual deferral
     percentage or the actual contribution percentage of Highly Compensated
     Employees, as determined by the Committee, shall be reduced in the manner
     prescribed in Section 6.8 until the limitation is met; provided, however,
     that in Plan Years beginning after 1991, the actual contribution percentage
     shall be reduced to satisfy this limit.  The determination and treatment of
     the Basic Contributions, Supplemental Contributions, Employer
     Contributions, Supplemental Employer Contributions, Qualified Employer
     Contributions, Average Deferral Percentage and Average Contribution
     Percentage of any Participant shall satisfy such other requirements as may
     be prescribed by the Secretary of the Treasury.

                                     -24-
<PAGE>
 
               For purposes of this Section, this Plan shall be aggregated and
     treated as a single plan with other plans maintained by the Company or an
     Affiliated Company to the extent that this Plan is aggregated with any such
     other plan for purposes of satisfying Section 410(b) (other than section
     410(b)(2)(A)(ii)) of the Code.

               6.7  Treatment of Family Members.  For purposes of Section 6.3
                    ---------------------------                              
     and 6.5, if a Highly Compensated Employee is subject to the family
     aggregation rules of Section 414(q)(6) of the Code because he is either a
     5% owner (as defined in Section 416(i) of the Code and regulations issued
     thereunder), or is one of the top 100 Highly Compensated Employees (based
     on 415 Compensation received including Basic and Supplemental Contributions
     hereunder) during the Plan Year of reference, the combined actual deferral
     (or contribution) ratio for the family group (which shall be treated as one
     Highly Compensated Employee) shall be the actual deferral (or contribution)
     ratio determined by combining the applicable contributions and Compensation
     of all of the eligible family members.  Any family member(s) included above
     shall not be considered a separate Participant in determining the average
     deferral percentage or average contribution percentage hereunder.  For
     purposes of this paragraph, "family member" means, with respect to an
     Employee, such Employee's spouse and lineal ascendants and descendants and
     the spouses of such lineal ascendants and descendants.

                 6.8  Return of Excess Contributions.
                      ------------------------------ 

               (a) If the average deferral percentage or the average
     contribution percentage for all Participants who are Highly Compensated
     Employees exceeds the amount specified in Sections 6.3 or 6.5 for any Plan
     Year, the Basic and Supplemental Contributions (and corresponding Employer
     Contributions) for the Highly Compensated Employee(s) with the highest
     deferral (or contribution) percentage shall be reduced so that his
     applicable percentage is reduced to the greater of (1) such percentage that
     enables the Plan to satisfy the applicable percentage test, or (2) a
     percentage equal to the applicable percentage of the Highly Compensated
     Employee(s) with the next highest percentage.  This procedure shall be
     repeated until the applicable percentage test is satisfied.  For purposes
     of determining the necessary reduction, Basic and Supplemental
     Contributions previously distributed pursuant to Section 4.8 shall be
     treated as distributed under this Section 6.8(a).

               (b) The average deferral percentage of any Highly Compensated
     Employee which must be reduced pursuant to paragraph (a) shall be reduced
     (1) first, by distributing Supplemental Contributions and (2) then, by
     distributing Basic Contributions to the Employee; and the provisions of
     Section 4.8(b) regarding the forfeiture of related Employer Contributions
     or Supplemental Employer Contributions shall apply.

               (c) The average contribution percentage of any Highly Compensated
     Employee which must be reduced pursuant to paragraph (a) shall be reduced
     by distributing the excess Employer Contributions to the Employee.

               (d) Any distribution or forfeiture of Basic or Supplemental
     Contributions or Employer Contributions necessary pursuant to subsections
     (a), (b) or (c) shall

                                     -25-
<PAGE>
 
     include a distribution or forfeiture of the income, if any, allocable to
     such contributions.  Such income shall be equal to the sum of the allocable
     gain or loss for the Plan Year and shall be determined by the Committee in
     a manner uniformly applicable to all Participants and consistent with
     Treasury regulations.

               (e) Distribution under paragraphs (b) and (c) shall be made
     within two and one half (2 1/2) months following the close of such Plan
     Year, if administratively practicable, but in no event later than the last
     day of the Plan Year following such Plan Year.

               (f) For purposes of satisfying the nondiscrimination test
     described in Section 6.6, the Matching Contributions of all Highly
     Compensated Employees shall be reduced as described in subsection (c).

                 6.9  Maximum Allocation to Participants.
                      ---------------------------------- 

               (a)  Notwithstanding any other provision of this Plan, the amount
     of the Annual Addition to each Participant's Accounts for any Plan Year may
     not exceed the lesser of:

                    (1) $30,000 (or, if greater, 25% of the dollar limitation in
     effect under Section 415(b)(1)(A) of the Code), or

                    (2) 25% of the total 415 Compensation paid to the 
     Participant during a Plan Year.

     The limitation referred to in paragraph (2) shall not apply to any
     contribution for medical benefits within the meaning of Section 401(h) or
     Section 419A(f)(2) of the Code which is otherwise treated as an Annual
     Addition under Section 415(l)(1) or 419A(d)(2) of the Code.

               (b) For purposes of this Section, "Annual Addition" means the sum
     of all contributions including all after-tax contributions, by the
     Participant or by the Employer or an Affiliated Company hereunder or under
     any defined contribution plan maintained by either, all forfeitures
     allocated to the Participant's accounts under such plans, and amounts
     treated as part of an Annual Addition under Sections 415(l) and 419A(d)(2)
     of the Code.

               (c)  If the amount otherwise allocable to the Accounts of a
     Participant would exceed the amount described above as a result of the
     reallocation of forfeitures, a reasonable error in estimating the
     Participant's Compensation, a reasonable error in determining the amount of
     elective deferrals (within the meaning of Section 402(g) of the Code) that
     may be made under the limitations of Section 415 of the Code, or such other
     circumstances as permitted by law, the Committee shall determine which
     portion, if any, of such excess amount is attributable to the Participant's
     Basic and Supplemental Contributions, and/or Employer Contributions, and/or
     Supplemental Employer Contributions and/or Qualified Employer
     Contributions, if any, until such amount has been exhausted.  To the extent
     any portion of a Participant's Basic or Supplemental Contributions are
     determined to be excess under this Section, such Basic or Supplemental
     Contributions, with income thereon, shall be returned to the Participant as
     soon as

                                     -26-
<PAGE>
 
     administratively practicable.  To the extent any portion of the Employer
     Contributions, Supplemental Employer Contributions or Qualified Employer
     Contributions allocable to a Participant are determined to be excess under
     this Section, while the Participant remains an Eligible Employee, his
     excess Employer Contributions, Supplemental Employer Contributions and/or
     Qualified Employer Contributions shall be held in a suspense account (which
     shall share in investment gains and losses of the Fund) by the Trustee
     until the following Plan Year (or any succeeding Plan Years), at which time
     such amounts shall be allocated to the Participant's Accounts before any
     Employer Contributions, Supplemental Employer Contributions or Qualified
     Employer Contributions are made on his behalf for the Plan Year.  When the
     Participant ceases to be an Eligible Employee, his excess Employer
     Contributions, Supplemental Employer Contributions and/or Qualified
     Employer Contributions held in the suspense account shall be allocated in
     the following Plan Year (or any succeeding Plan Years) to the Accounts of
     other Participants in the Plan.  Furthermore, the Committee shall perform
     any other actions as may be necessary to preserve the Plan's status as a
     qualified plan.

               6.10  Maximum Allocation Under all Plans.  If a Participant is
                     ----------------------------------                      
     also earning retirement benefits under a separate defined benefit plan or
     plans established by the Company or an Affiliated Company, the benefits
     under such plan or plans shall be so limited that the sum of (a) and (b)
     below shall not exceed 1.0, where:

               (a) is a fraction, the numerator of which is the projected annual
     benefit of the Participant under the defined benefit plan(s) and the
     denominator of which is the lesser of:

                    (1) the product of 1.25 and $90,000 (subject to all 
     adjustments as are permitted by, or required under Section 415 of the
     Code), or

                    (2) the product of 1.4 and 100% of the Participant's average
     annual 415 Compensation for his high three consecutive years; and



               (b) is a fraction, the numerator of which is the sum of all
     Annual Additions for all Plan Years during which he was a Participant and
     the denominator of which is the sum, for all Plan Years during which the
     Participant was an Employee of the Employer of the lesser of:

                    (1) the product of 1.25 and the dollar limitation in 
     effect under Section 415(c)(1)(A) of the Code for such Plan Year, or

                    (2) the product of 1.4 and 25% of the Participant's 415
     Compensation for such Plan Year.

               6.11  Accounts.  All contributions and earnings thereon may be
                     --------                                                
     invested in one commingled fund for the benefit of all Participants.  In
     order that the interest of each Participant

                                     -27-
<PAGE>
 
     may be accurately determined and computed, however, separate Accounts shall
     be maintained for each Participant which shall represent his interest in
     the Fund.

                                     -28-
<PAGE>
 
                                  ARTICLE  VII
                                  ------------

                                  DISTRIBUTION
                                  ------------

               7.1    General.  The interest of each Participant in the Fund
                      -------                                               
     shall be distributed in the manner, in the amount and at the time provided
     in this Article, except that in the event of termination of the Plan, the
     provisions of Section 13.2 shall govern.

               7.2    Retirement.  Subject to Section 7.10, upon a Participant's
                      ----------                                                
     Retirement, the value of his Accounts in the Fund, computed in accordance
     with Section 7.7 shall be paid to him as soon as administratively
     practicable following the date of his Retirement in a single payment.  In
     lieu of receiving a single payment, a Participant may elect to draw upon
     his Accounts pursuant to a continuous withdrawal right which shall be
     subject to such reasonable terms and conditions (such as minimum amounts
     and frequency of withdrawals) as may be established by the Committee, in
     its sole discretion.  If the Employer determines to make a Supplemental
     Employer Contribution or Qualified Employer Contribution for the Plan Year
     during which a Participant's Retirement occurs, such Participant's pro rata
     share thereof shall be paid to him (or made available to him) as soon as
     practicable after the Supplemental Employer Contribution or Qualified
     Employer Contribution has been made unless the Participant has elected to
     defer distribution pursuant to Section 7.10.

               7.3    Death.  In the event of a Participant's death, the value
                      -----                                                   
     of his Accounts in the Fund, computed in accordance with Section 7.7, shall
     be paid in a single distribution as soon as practicable following the date
     of his death in accordance with Section 7.4.  If the Employer determines to
     make a Supplemental Employer Contribution or Qualified Employer
     Contribution for the Plan Year during which a Participant dies, such
     Participant's pro rata share thereof shall be paid to the Participant's
     designated beneficiary as soon as practicable after the Supplemental
     Employer Contribution or Qualified Employer Contribution has been made.

               7.4    Beneficiary Designation.
                      ----------------------- 

               (a) Death benefits under the Plan shall be paid to the
     Participant's surviving Spouse (i) unless (A) the Spouse consents in
     writing not to receive such benefit, (B) such consent acknowledges its own
     effect and (C) such consent is witnessed by a notary public; or (ii) unless
     the Participant establishes to the satisfaction of a Plan representative
     either that he has no Spouse or that his Spouse cannot be located.

               (b) Except as provided in this Section, each Participant shall
     have the unrestricted right at any time to designate the beneficiary or
     beneficiaries who shall receive, on or after his death, his interest in the
     Fund.  Such designation shall be made by executing and filing with the
     Committee a written instrument in such form as may be prescribed by the
     Committee for that purpose.  Except as provided in this Section, the
     Participant shall also have the unrestricted right to revoke and to change,
     at any time and from time to time, any beneficiary designations previously
     made; provided, however, that the Spouse of the Participant must consent to
     any such revocation or change.  Such revocations and/or changes shall be
     made by executing and filing

                                     -29-
<PAGE>
 
     with the Committee a written instrument in such form as may be prescribed
     by the Committee for that purpose.  No designation, revocation, or change
     of beneficiaries shall be valid and effective unless and until filed with
     the Committee.  If no designation is made, or if the beneficiaries named in
     such designation predecease the Participant, or if the beneficiaries cannot
     be located by the Committee, the interest of the deceased Participant shall
     be paid to the Participant's surviving Spouse or, if none, to the
     Participant's estate.

               7.5    Disability.  Subject to Section 7.10, in the event that a
                      ----------                                               
     Participant suffers a Permanent and Total Disability, the value of his
     Accounts, computed in accordance with Section 7.7, shall be paid to him or
     applied for his benefit in a single payment as soon as practicable
     following the date on which the Committee determines that he has a
     Permanent and Total Disability.  In lieu of receiving a single payment, a
     Participant may elect to receive his Account balances in substantially
     equal payments in monthly, quarterly or annual installments.  If the
     Employer determines to make a Supplemental Employer Contribution or
     Qualified Employer Contribution for the Plan Year during which the
     Permanent and Total Disability occurs, such Participant's pro rata share
     thereof shall be paid to him (or made available to him) as soon as
     practicable after the Supplemental Employer Contribution or Qualified
     Employer Contribution has been made unless such Participant has elected to
     defer distribution pursuant to Section 7.10.

               Permanent and Total Disability shall be determined by the
     Committee, who may consult with a medical examiner and who may require a
     Participant to undergo physical or other examinations reasonably necessary
     to form the basis of the Committee's determination.

               7.6    Treatment of Terminated Participant.
                      ----------------------------------- 

               (a) In the case of a Participant whose employment with the
     Employer and all Affiliated Companies has terminated (other than by
     Retirement, death, or Permanent and Total Disability) and whose vested
     Account balances do not exceed $3,500 (and has never exceeded $3,500 at the
     time of any prior distribution), the benefit of such Participant,
     calculated in accordance with Section 7.7, shall be paid to or applied for
     the benefit of such Participant in a single sum as soon as practicable.

               (b) Subject to Section 7.10, in the case of a Participant whose
     employment with the Employer and all Affiliated Companies has terminated
     (other than by Retirement, death, or Permanent and Total Disability) and
     whose vested Account balances exceed $3,500 (or have ever exceeded $3,500
     at the time of any prior distribution), the benefit of such Participant,
     calculated in accordance with Section 7.7, shall be paid to or applied for
     the benefit of such Participant in a single payment as soon as practicable
     following the date of termination.  In lieu of receiving a single payment,
     a Participant may elect to receive his vested Account balance in
     substantially equal payments in monthly, quarterly or annual installments.

               7.7    Valuation for Distribution.  For the purposes of paying
                      --------------------------                             
     the amounts to be distributed to a Participant or his beneficiaries under
     the provisions of this Article, the value of the Fund and the amount of the
     Participant's Accounts shall be determined in accordance with the
     provisions of this Section as of the Valuation Date coincident with or next
     following the date on

                                     -30-
<PAGE>
 
     which occurs the event which gives rise to payment under this Article (or
     the date of the Participant's consent pursuant to Section 7.10, if later).
     The Trustee may establish accounting procedures for the purpose of making
     the allocations, valuations, and adjustments necessary to maintain the
     Participant's Accounts in the Fund.  From time to time, the Trustee may
     modify its accounting procedures for the purpose of achieving equitable and
     nondiscriminatory allocation among the Accounts of Participants in
     accordance with the general concepts of the Plan and the provisions of this
     Article.  All valuations of the Fund shall be performed on the basis of the
     fair market value of each of the assets therein.

               7.8    Timing of Distribution.
                      ---------------------- 

               (a)  Unless the Participant elects otherwise, a Participant
     entitled under this Article to receive benefits shall commence to receive
     benefits no later than the earlier of the dates determined under (1) and
     (2) below:

                    (1) the later of (A) the 60th day after the close of the 
     Plan Year in which the Participant attains age 65 or (B) the 60th day after
     the close of the Plan Year in which the Participant's employment with the
     Employer and all Affiliated Companies terminates; or

                    (2) the Participant's Required Distribution Date.

               (b) A Participant who is an Employee on his Required Distribution
     Date, instead of receiving payment in a single sum, may elect to receive
     distribution of his Accounts while he remains an Employee in annual
     installments, commencing not later than his Required Distribution Date,
     over a period certain not extending beyond the life expectancy of the
     Participant, with no recalculation of life expectancy.  Each such annual
     installment shall equal the minimum amount required to be distributed
     pursuant to Section 401(a)(9) of the Code and regulations thereunder based
     on the applicable life expectancy.  Notwithstanding the Participant's
     election to receive distribution as described above, the amounts remaining
     in the Participant's Accounts upon his actual termination of employment
     with the Employer and all Affiliated Companies will be distributed to him
     in a single sum on the earliest practicable date following such
     termination, but not later than the 60th day following the close of the
     Plan Year in which such termination occurs.

               (c) Notwithstanding anything in this Plan to the contrary, a
     Qualified Domestic Relations Order may provide that any benefits of a
     Participant payable to an Alternate Payee shall be distributed immediately
     or at any other time specified in the Qualified Domestic Relations Order,
     but not later than the latest date benefits would be payable to the
     Participant under this Article.  If the Qualified Domestic Relations Order
     does not specify the time at which benefits shall be payable to the
     Alternate Payee, the Alternate Payee may elect, in writing on a form
     prescribed by the Committee, to have benefits commence (A) in accordance
     with Section 7.6, as of the earlier of (i) the Participant's 50th birthday
     or (ii) the Participant's termination of employment, or as of any date
     thereafter that is not later than the latest date on which benefits would
     be payable to the Participant pursuant to Section 7.6 or (B) in accordance
     with Section 7.3, but as of the Alternate Payee's death; provided, however,
     that in the event the

                                     -31-
<PAGE>
 
     amount payable to the Alternate Payee under the Qualified Domestic
     Relations Order does not exceed $3,500, such amount shall be paid to the
     Alternate Payee in a single sum as soon as practicable following the
     Committee's receipt of the order and verification of its status as a
     Qualified Domestic Relations Order.

               7.9    Mode of Distribution.  Distributions under this Article
                      --------------------                                   
     shall be made as follows:

               (a) the portion of a Participant's Accounts that is not invested
     in the RPR Stock Fund shall be paid in cash; and

               (b) the portion of a Participant's Accounts that is invested in
     the RPR Stock Fund shall be paid in whole shares of RPR Stock unless the
     Participant elects to have the portion of his Accounts invested in the RPR
     Stock Fund converted to and distributed in cash. If the Participant makes
     an election to receive cash in lieu of RPR Stock, his distribution shall be
     reduced by any expense incurred (including brokerage fees and commissions)
     in converting the portion of his Accounts invested in the RPR Stock Fund to
     cash.

               7.10   Consent to Distribution.  Notwithstanding anything in the
                      -----------------------                                  
     Plan to the contrary, in the case of a Participant whose interest in his
     Accounts exceeds $3,500 (or has ever exceeded $3,500 at the time of any
     prior distribution), no distribution shall be made pursuant to Section 7.2,
     7.5 or 7.6 prior to the Participant's attainment of his Required
     Distribution Date without the written consent of the Participant.  If the
     Participant does not so consent, then distribution will be deferred until
     any subsequent date elected by the Participant in writing pursuant to such
     procedures as the Committee may impose, but not later than the
     Participant's Required Distribution Date.  A Participant's election to
     receive payment prior to his Required Distribution Date must be made within
     the 90-day period ending on the benefit payment date elected by the
     Participant and in no event earlier than the date the Committee provides
     the Participant with notice of his right to defer payment until his
     Required Distribution Date and the modes of payment available.  Such notice
     must be supplied not less than 30 days nor more than 90 days prior to the
     benefit payment date.  Notwithstanding the preceding sentence, if Sections
     401(a)(11) and 417 of the Code do not apply to the distribution, the
     distribution shall commence less than 30 days after receipt of the notice
     described herein, provided that the Participant has been notified that he
     has a right to a period of at least 30 days to elect a distribution and the
     Participant, after receiving such notice, affirmatively elects a
     distribution.


               7.11   Direct Transfers.
                      ---------------- 

               (a)  In the event any payment or payments to be made under the
     Plan to a Participant, a beneficiary who is the surviving spouse of a
     Participant, or an alternate payee under a Qualified Domestic Relations
     Order who is the spouse or former spouse of a Participant would constitute
     an "eligible rollover distribution," such individual may request that such
     payment or payments be transferred directly from the Trust Fund to the
     trustee of (i) an individual retirement account described in Section 408(a)
     of the Code, (ii) an individual retirement annuity

                                     -32-
<PAGE>
 
     described in Section 408(b) of the Code (other than an endowment contract),
     (iii) an annuity plan described in Section 403(a) of the Code, or (iv) a
     qualified retirement plan the terms of which permit the acceptance of
     rollover distributions; provided, however, that clauses (iii) and (iv)
     shall not apply with respect to an eligible rollover distribution made to a
     beneficiary who is the surviving spouse of a Participant or an alternate
     payee under a Qualified Domestic Relations Order who is the former spouse
     of a Participant.  Any such request shall be made in writing, on the form
     prescribed by the Committee for such purpose, at such time in advance as
     the Committee may specify.

               (b) For purposes of this Section 7.11, eligible rollover
     distribution shall mean a distribution from the Plan, excluding (i) any
     distribution that is one of a series of substantially equal periodic
     payments (not less frequently than annually) over the life (or life
     expectancy) of the individual, the joint lives (or joint life expectancies)
     of the individual and the individual's designated beneficiary, or a
     specified period of ten (10) or more years, (ii) any distribution to the
     extent such distribution is required under Section 401(a)(9) of the Code,
     and (iii) any distribution to the extent such distribution is not included
     in gross income.

                                     -33-
<PAGE>
 
                                 ARTICLE  VIII
                                 -------------

                                    VESTING
                                    -------



               8.1    Accounts.  Each Participant shall be fully vested at all
                      --------                                                
     times in all of his Accounts under the Plan.  In the event the vesting
     schedule of this Plan is amended, any Participant who has completed at
     least three (3) Years of Service at the time of such amendment may elect to
     have his then vested interest in his Accounts determined without regard to
     such amendment, by notifying the Committee on a form provided for such
     purposes by the Committee. For purposes of this Section 8.1, an amendment
     of the vesting schedule of the Plan is a Plan amendment which directly or
     indirectly affects the computation of the nonforfeitable percentage of a
     Participant's rights to his account balance including any change in the
     Plan which affects either the Plan's computation of Years of Service or of
     vesting percentages for Years of Service.

                                     -34-
<PAGE>
 
                                  ARTICLE  IX
                                  -----------

                             WITHDRAWALS AND LOANS
                             ---------------------



               9.1    General.  The interest of each Participant in the Fund may
                      -------                                                   
     be withdrawn in the manner, in the amount and at the time provided in this
     Article.  All withdrawals must be made on written notice in accordance with
     the procedures established by the Committee.  A withdrawal of less than the
     full value of an Account may be made only in multiples of $100, except as
     provided under Section 9.5.

               9.2    Special Withdrawals.  With the approval of the Committee,
                      -------------------                                      
     a Participant may withdraw, without penalty, up to the total value of his
     Accounts upon:

               (a) termination of the Plan without establishment of a successor
     plan; or

               (b) the sale by an Employer of substantially all of its assets
     used in a trade or business or of its interest in a subsidiary if the
     Participant making the withdrawal begins employment with the corporation
     acquiring such assets (the "Purchaser") and if the Purchaser does not
     maintain the Plan after the disposition.

               Unless otherwise determined by the Committee, any withdrawal
     pursuant to Section 9.2(b) must be made before the end of the second Plan
     Year following the Plan Year in which the disposition occurred.

               9.3    Withdrawals from Basic Contribution Account I and
                      -------------------------------------------------
     Supplemental Contribution Account I.  A Participant may withdraw from his
     -----------------------------------                                      
     Basic Contribution Account I and Supplemental Contribution Account I all or
     any portion of such Accounts.

               9.4    Withdrawals from Rollover Account.  A Participant may
                      ---------------------------------                    
     withdraw, as of any date, all or any portion of his Employee Valuation
     Account and/or his Rollover Account.

               9.5    Withdrawals From Basic Contribution Account II,
                      -----------------------------------------------
     Supplemental Contribution Account II, Supplemental Employer Contribution
     ------------------------------------------------------------------------
     Account and Qualified Employer Contribution Account.
     --------------------------------------------------- 

               (a)  A Participant may withdraw amounts (other than earnings
     attributable to Plan Years beginning after December 31, 1988) from his
     Basic Contribution Account II, Supplemental Contribution Account II,
     Supplemental Employer Contribution Account and Qualified Employer
     Contribution Account by submitting a written request to the Committee,
     which request shall represent that the withdrawal is made for one or more
     of the following purposes:

                                     -35-
<PAGE>
 
                    (1) purchase (excluding mortgage payments) of a principal
     residence for the Participant;

                    (2) post-secondary educational tuition expenses and related
     educational fees for the next (12) months for the Participant, his Spouse,
     his children or his dependents;

                    (3)  medical expenses for medical care described in Section
     213(d) of the Code of a Participant, his Spouse, his children or his
     dependents (or amounts necessary to obtain such medical care); or

                    (4) the need to prevent the eviction of the Participant 
     from his principal residence or foreclosure on the mortgage of the
     Participant's principal resident; or

                    (5) such other circumstances as may be prescribed by the
     Secretary of the Treasury or his delegate.

               (b) Such a withdrawal shall be permitted only if the Committee
     finds that it is necessary in light of immediate and heavy financial needs
     of the Participant.  The amount of the withdrawal may not exceed the amount
     required to meet the financial need created by the hardship (including, if
     elected by the Participant, any amount necessary to pay any federal, state
     or local income taxes or penalties reasonably anticipated to result from
     the distribution) and not reasonably available from other resources of the
     Participant.  A Participant's resources shall include those assets of his
     Spouse and minor children that are reasonably available to the Participant.
     A Participant must certify, on a form provided by the Committee, that his
     financial need cannot be relieved:

                     (1) through reimbursement or compensation by insurance or
     otherwise;

                     (2) by reasonable liquidation of the Participant's assets 
     to the extent such liquidation would not itself cause an immediate and
     heavy financial need;

                     (3) by cessation of contributions to the Plan; or

                     (4) by other distributions from the Plan, by other 
     distributions or loans from plans maintained by any employer or by
     borrowing from commercial sources on reasonable commercial terms.

     There shall be no limitation on the frequency of permitted withdrawals
     under this Section.

               (c) Notwithstanding the provisions of Subsections (a) and (b),
     upon his attainment of age 59-1/2, a Participant shall be entitled to
     withdraw all or any portion of his Basic Contribution Account II,
     Supplemental Contribution Account II, Supplemental Employer

                                     -36-
<PAGE>
 
     Contribution Account and Qualified Employer Contribution Account.

               9.6    Withdrawal from Employer Contribution Account and PASOP
                      -------------------------------------------------------
     Account. A Participant may withdraw from his Employer Contribution Account
     -------                                                                   
     all or any portion of such Account (including any portion of such Account
     that is invested in the RPR Stock Fund) which have been held in such
     Account for at least two (2) full years.  A Participant who has completed
     at least sixty (60) months of participation in the Plan may also withdraw
     that portion of the Employer Contribution Account (including any portion of
     such Account that is invested in the RPR Stock Fund) which has been held in
     such Account for less than two (2) full years.  A Participant may also
     withdraw from his PAYSOP Account all or any portion of such Account which
     is not invested in the RPR Stock Fund.

               9.7    Withdrawals Not Subject to Replacement.  A Participant may
                      --------------------------------------                    
     not replace any portion of his Accounts withdrawn under this Plan.

               9.8    Payment of Withdrawals.  Withdrawals under this Article
                      ----------------------                                 
     shall be paid in cash.

               9.9    Valuation for Distribution.  For the purposes of paying
                      --------------------------                             
     the amounts to be distributed to a Participant or to his beneficiaries
     under the provisions of this Article, the value of the Fund and the amount
     of the Participant's interest therein shall be determined in accordance
     with the provisions of Article VII as of the date of the withdrawal.

               9.10     Loans.  Each Participant who is an Employee of an
                        -----                                            
     Employer and any other Participant who is a party in interest as defined in
     ERISA may apply for a loan from the Plan.  The Committee shall have the
     right to require any applicant for a loan to secure the written consent of
     any party for whose benefit there exists a Qualified Domestic Relations
     Order in respect to the Participant's interest under the Plan.  Requests
     for loans may not be made more frequently than once in any twelve-month
     period.  Loans shall be at least $1,000 in amount and in no event shall the
     total loans exceed the lesser of (i) 50% of the vested balance credited to
     his Accounts (including his interest in the RPR Stock Fund) or (ii)
     $50,000, as such amount is reduced by the excess, if any, of (A) the
     highest outstanding balance of all loans during the twelve months prior to
     the time the new loan is to be made over (B) the outstanding balance of
     loans made to the Participant on the date such new loan is made.  Loans
     under any other qualified plan sponsored by the Employer and all Affiliated
     Companies shall be aggregated with loans under the Plan in determining
     whether or not the limitation stated herein has been exceeded.
     Applications for a loan must be submitted in writing, in the manner
     prescribed by the Committee.  All loans shall be subject to the final
     approval of the Committee, in its sole discretion, which discretion shall
     be exercised as to all Participants on a reasonably equivalent basis.  All
     loans shall be made upon such terms and conditions as the Committee shall
     determine, which shall include provisions for repayment and adequate
     security, bear interest on the unpaid principal at a reasonable rate to be
     determined by the Committee in accordance with generally prevailing market
     conditions for similar types of loans, and shall otherwise satisfy all of
     the applicable requirements of section 72(p) of the Code and any
     regulations promulgated thereunder.  Unless otherwise specified, no loan
     shall have a term in excess of five years (or, in the case of a loan used
     to acquire the

                                     -37-
<PAGE>
 
     Participant's principal residence, a term in excess of ten years), and the
     loan shall be repaid on a schedule providing for level amortization
     determined by the Committee.  Each loan shall be considered a separate
     Investment Medium (to which the interest payable on the loan shall be
     allocated), and the Participant's interest in the Investment Medium or
     Media is to be liquidated from each of such Media on a pro rata basis to
     provide the loan principal, provided, however, that a Participant's
     interest in the PAYSOP Account shall not be liquidated to provide the loan
     principal.  If any loan to a Participant is unpaid on the date that he or
     his beneficiary becomes entitled to any distribution from the Fund, such
     loan, in all events and notwithstanding the terms thereof, shall become
     immediately due and payable on such date, and the amount thereof, together
     with any accrued unpaid interest thereon, shall be deducted from the amount
     of any distribution to which the Participant or his beneficiary may become
     entitled.  The deduction described in the preceding sentence shall not be
     made if the Participant or his beneficiary makes arrangements with the
     Committee to continue to repay the loan while the Participant's or
     beneficiary's interest remains in the Plan; provided, however, that the
     Plan's right to make such deduction shall be exercised immediately upon the
     Participant's or beneficiary's (i) request to receive payment of his
     interest hereunder which would reduce the interest below the outstanding
     loan balance or (ii) failure to make any scheduled loan payment when due.
     The conditions and terms of all loans shall be applied in a uniform and
     consistent manner with respect to all Participants.  A loan may be prepaid
     in full at any time without penalty.

               9.11.  Written Instructions.  All loans or withdrawal payments to
                      --------------------                                      
     a Participant under the Plan shall be made by the Trustee from the
     appropriate Account of the Participant only upon receipt of written
     instructions furnished by the Committee setting forth the amount of the
     loan or withdrawal payment and the name and address of the recipient.  In
     making any loan or withdrawal payment under the Plan, the Trustee shall be
     fully entitled to rely on the instructions furnished by the Committee and
     shall be under no duty to make any inquiry or investigation with respect
     thereto.

               9.12.  Spousal Consent.  No withdrawal or loan request shall be
                      ---------------                                         
     granted unless the Spouse of the Participant consents to the withdrawal or
     loan within the 90-day period prior to the date the withdrawal or loan is
     made.  The consent shall be in writing on a form provided by the Committee,
     shall acknowledge the effect of the withdrawal or loan on the Participant's
     benefit under the Plan, shall be witnessed by a notary public, and shall be
     irrevocable.  Spousal consent may be waived if it is established to the
     satisfaction of the Committee that the consent may not be obtained because
     there is no Spouse, because the Spouse cannot be located, or because of
     other circumstances as may be prescribed by the Committee.

                                     -38-
<PAGE>
 
                                   ARTICLE  X
                                   ----------

                                 ADMINISTRATION
                                 --------------



               10.1  Committee.  The Committee shall be the named fiduciary
                     ---------                                             
     which shall control and manage the operation of and administer the Plan.
     The Committee members may, but need not be, employees of an Employer.  They
     shall be entitled to reimbursement of expenses, but those members of the
     Committee who are also employees of an Employer shall be entitled to no
     compensation for their service on the Committee.  Such Committee shall be
     responsible for the general administration of the Plan under the policy
     guidance of the Company.

               10.2  Duties and Powers of Committee.  In addition to the duties
                     ------------------------------                            
     and powers described elsewhere hereunder, the Committee shall have the
     following specific duties and powers:

               (a) to retain such consultants, accountants, attorneys and other
     advisors as deemed necessary or desirable, to render statements, reports,
     and advice with respect to the Plan and to assist the Committee in
     complying with all applicable rules and regulations affecting the Plan; any
     consultants, accountants or attorneys may be the same as those retained by
     an Employer;

               (b) to review the investment performance of the Fund, to create
     additional or substitute Investment Media, and to establish a funding
     policy consistent with the objectives of the Plan;

               (c) to enact uniform and non-discriminatory rules and regulations
     necessary to carry out the provisions of the Plan;

               (d) to resolve questions or disputes relating to eligibility for
     benefits or the amount of benefits under the Plan;

               (e) to interpret the provisions of the Plan;

               (f) to determine whether any domestic relations order received by
     the Plan is a Qualified Domestic Relations Order;

               (g) to evaluate administrative procedures; and

               (h) to delegate such duties and powers as the Committee shall
     determine from time to time to any person or persons.


               10.3  Functioning of Committee.  The Committee and those persons
                     ------------------------                                  
     and entities

                                     -39-
<PAGE>
 
     to whom the Committee has delegated responsibilities shall keep accurate
     records and minutes of meetings, interpretations and decisions.  The
     Committee shall act by majority vote of the members, and such action shall
     be evidenced by a written document.

               10.4  Construction of the Plan.  The Committee shall take such
                     ------------------------                                
     steps as are considered necessary and appropriate to remedy any inequity
     that results from incorrect information received or communicated in good
     faith or as the consequence of an administrative error.  The Committee
     shall have the full discretionary power and authority to make factual
     determinations, to interpret the Plan, to make benefit eligibility
     determinations and to determine all questions arising in the
     administration, interpretation and application of the Plan.  The Committee
     shall correct any defect, reconcile any inconsistency or ambiguity, or
     supply any omission with respect to the Plan.  All such corrections,
     reconciliations, interpretations and completions of Plan provisions shall
     be final, binding and conclusive upon all parties, including, without
     limitation, the Company, each Employer, the Employees, their families,
     dependents and any Alternative Payees.

                 10.5  Disputes.
                       -------- 

               (a)  In the event that the Committee denies, in whole or in part,
     a claim for benefits by a Participant or his beneficiary, the Committee
     shall furnish notice of the denial to the claimant, setting forth:

                    (1) the specific reasons for the denial;

                    (2) specific reference to the pertinent Plan provisions on 
     which the denial is based;

                    (3) a description of any additional information necessary 
     for the claimant to perfect the claim and an explanation of why such
     information is necessary; and

                    (4) appropriate information as to the steps to be taken if 
     the claimant wishes to submit his claim for review.

               Such notice shall be forwarded to the claimant within ninety (90)
     days of the Committee's receipt of the claim; provided, however, that in
     special circumstances the Committee may extend the response period for up
     to an additional ninety (90) days, provided that the Committee so notifies
     the claimant in writing and specifies the reason or reasons for such
     extensions.

               (b) Within sixty (60) days of receipt of a notice of claim
     denial, a claimant or his duly authorized representative may petition the
     Committee in writing for a full and fair review of the denial.  The
     claimant or his duly authorized representative shall have the opportunity
     to review pertinent documents and to submit issues and comments in writing
     to the Committee. The Committee shall review the denial and communicate its
     decision and the reasons therefor to the claimant in writing within sixty
     (60) days of receipt of the petition; provided, however, that

                                     -40-
<PAGE>
 
     the Committee may extend the response period in special circumstances for
     up to an additional sixty (60) days.  Written notice of the extension shall
     be sent to the claimant prior to the commencement of the extension.

               10.6  Indemnification.  Each member of the Committee and any
                     ---------------                                       
     other person who is an employee or director of an Employer or an Affiliated
     Company shall be indemnified by the Company against expenses (other than
     amounts paid in settlement to which the Company does not consent)
     reasonably incurred by him in connection with any action to which he may be
     a party by reason of his performance of administrative functions and duties
     under the Plan, except in relation to matters as to which he shall be
     adjudged in such action to be personally guilty of negligence or willful
     misconduct in the performance of his duties.  The foregoing right to
     indemnification shall be in addition to such other rights as the Committee
     member or other person may enjoy as a matter of law or by reason of
     insurance coverage of any kind.  Rights granted hereunder shall be in
     addition to and not in lieu of any rights to indemnification to which the
     Committee member or other person may be entitled pursuant to the by-laws of
     the Employer and Affiliated Company.

               10.7  Reliance on Data and Consents.  The Employer, the Trustee,
                     -----------------------------                             
     the Committee, all fiduciaries with respect to the Plan, and all other
     persons or entities associated with the operation of the Plan, the
     management of its assets, and the provision of benefits thereunder, may
     reasonably rely on the truth, accuracy and completeness of any data
     provided by any Participant, Spouse, or beneficiary, including, without
     limitation, representations as to age, health and marital status.
     Furthermore, the Employer, the Trustee, the Committee, and all fiduciaries
     with respect to the Plan may reasonably rely on all consents, elections and
     designations filed with the Plan or those associated with the operation of
     the Plan and the Fund by any Participant, the Spouse of any Participant,
     any beneficiary of any Participant, any Alternate Payee, or the
     representatives of such persons without duty to inquire into the
     genuineness of any such consent, election or designation.  None of the
     aforementioned persons or entities associated with the operation of the
     Plan, its assets and the benefits provided under the Plan shall have any
     duty to inquire into any such data, and all may rely on such data being
     current to the date of reference, it being the duty of the Participants,
     spouses of Participants, Beneficiaries, and Alternate Payees to advise the
     appropriate parties of any change in such data.

                                     -41-
<PAGE>
 
                                  ARTICLE  XI
                                  -----------

                                    THE FUND
                                    --------



               11.1  Designation of Trustee.  The Company, by appropriate
                     ----------------------                              
     resolution of its Board of Directors, shall name and designate a Trustee
     and enter into a Trust Agreement with such Trustee.  The Company shall have
     the power, by appropriate resolution of its Board of Directors, to amend
     the Trust Agreement, remove the Trustee, and designate a successor Trustee,
     all as provided in the Trust Agreement.  All of the assets of the Plan
     shall be held in a trust by the Trustee for use in accordance with this
     Plan in providing for the benefits hereunder.

               11.2  Exclusive Benefit.  No part of the corpus or income of the
                     -----------------                                         
     Fund shall be used for or diverted to purposes other than for the exclusive
     benefit of Participants and their beneficiaries, except as expressly
     provided in this Plan and in the Trust Agreement.

               11.3  No Interest in Fund.  No person shall have any interest in,
                     -------------------                                        
     or right to, any part of the assets or income of the Fund, except to the
     extent expressly provided in this Plan and in the Trust Agreement.

               11.4  Trustee.  The Trustee shall be a fiduciary with respect to
                     -------                                                   
     management and control of Plan assets and shall have exclusive and sole
     responsibility for the custody and investment thereof in accordance with
     the Trust Agreement.

               11.5  Expenses.  Unless otherwise paid by the Company, the
                     --------                                            
     expenses of establishing and administering the Plan and Trust, including
     any Fund asset charges and reimbursement for the reasonable expenses
     incurred by the Trustee and the Committee members, shall be paid from the
     Fund.

                                     -42-
<PAGE>
 
                                  ARTICLE  XII
                                  ------------

                           INVESTMENT BY THE TRUSTEE
                           -------------------------



               12.1  General.  The Trustee shall invest all contributions paid
                     -------                                                  
     to it and the income thereon in the Investment Media that each Participant
     may select in accordance with Section 12.2.

                 12.2  Investment Media.
                       ---------------- 

                 (a)  Thirty (30) days, or such other period as set by the
     Committee, prior to the Activity Date as of which a Participant shall
     commence to make Basic Contributions, he shall select one or more of the
     Investment Media in which his contributions thereto shall be invested, and
     what percentage thereof, in increments of 1%, shall be invested in each
     Investment Media.  For purposes of this Section, "Investment Media" shall
     include the RPR Stock Fund.  A Participant may amend his investment
     selections for contributions in increments of 1% or transfer funds between
     Investment Media in increments of 1% or in dollar amounts, subject to
     reasonable administrative limits as may be established by the Committee,
     effective as of any prospective Activity Date, via toll free telephone
     communication with the Trustee and without obtaining prior confirmation or
     authorization from the Committee as to the investment funds in which
     subsequent contributions and current Account balances, in whole or in part,
     are to be invested.
  
                 (b)  Each Participant shall be solely responsible for the
     investment direction he gives under the Plan.  Neither the Company or its
     officials, nor the Committee, the Trustee, or any other fiduciary of the
     Plan will have any responsibility or liability for any losses which may
     result from a Participant's investment directions.  The Plan is intended to
     be a plan described in Section 404(c) of ERISA and Title 29 of the Code of
                                                                        -------
     Federal Regulations Section 2550.404c-1, as in effect on January 1, 1994.
     -------------------                                                      

               12.3  Commingled Investment Media.  The amounts contributed by
                     ---------------------------                             
     all Participants to each Investment Medium shall be commingled for
     investment purposes.

               12.4  Trustee May Hold and Distribute Cash.  The Trustee may hold
                     ------------------------------------                       
     assets of the Fund and make distributions therefrom in the form of cash
     without liability for interest, if for administrative purposes it becomes
     necessary or practical to do so.

                                     -43-
<PAGE>
 
                                 ARTICLE  XIII
                                 -------------

                      AMENDMENT OR TERMINATION OF THE PLAN
                      ------------------------------------



               13.1  Amendment.  The Company reserves the right at any time, and
                     ---------                                                  
     from time to time, by or pursuant to resolution of the Board of Directors,
     to alter, amend, and modify, in whole or in part, the provisions of the
     Plan and the Trust Agreement; provided, however, that it shall be
     impossible, except as provided in Section 5.4, for any part of the corpus
     or income of the Fund, at any time, to be used for, or diverted to,
     purposes other than the exclusive benefit of the Participants or their
     beneficiaries.  Any amendment made pursuant to this Section 13.1 shall be
     binding upon each Employer, unless otherwise indicated.  In addition, the
     Committee may adopt such amendments to the Plan as it shall deem necessary
     or appropriate to maintain compliance with current law or regulation, to
     correct errors or omissions in the Plan document or to facilitate the
     administration of the Plan.  Any amendment adopted by the Committee shall
     not increase the liability of the Company or materially affect the benefits
     of any Participant hereunder.  The Committee shall report at least annually
     to the Board of Directors of the Company all amendments adopted by the
     Committee during the Plan Year.

               13.2  Termination.  The Plan and the Trust Agreement forming part
                     -----------                                                
     of the Plan may be terminated or partially terminated or contributions
     completely discontinued by or pursuant to resolution of the Board of
     Directors (or with respect to any Employer, by the board of directors of
     that Employer with the approval of the Company) at any time.  In the event
     of a termination, partial termination, or a complete discontinuance of
     contributions or in the event an Employer is dissolved, liquidated or
     adjudicated a bankrupt, the interest of the affected Participants of such
     Employer, their estates and beneficiaries shall be non-forfeitable and
     shall be fully vested, and distributions shall be made to them in cash or
     property or in any combination of cash or property.  When all assets shall
     have been paid out by the Trustees, the Fund shall cease.

               13.3  Merger.  The Plan shall not be merged or consolidated with,
                     ------                                                     
     nor shall its assets be transferred to, any other plan unless each
     Participant would (assuming the Plan then terminated) receive a benefit
     after such merger, consolidation or transfer which is of value equal to or
     greater than the benefit he would have received from the value of his
     Accounts if the Plan had been terminated on the day before such merger,
     consolidation or transfer.

                                     -44-
<PAGE>
 
                                  ARTICLE  XIV
                                  ------------

                               GENERAL PROVISIONS
                               ------------------



               14.1  No Employment Rights.  Neither the action of the Company in
                     --------------------                                       
     establishing the Plan, nor the action of any Employer in joining the Plan,
     nor any provisions of the Plan, nor any action taken by the Committee shall
     be construed as giving to any employee of an Employer the right to be
     retained in its employ, or any right to payment except to the extent of the
     benefits provided in the Plan to be paid from the Fund.

               14.2  Source of Payments.  All payments payable under the Plan
                     ------------------                                      
     shall be paid or provided for solely from the Fund, and the Employers
     assume no liability or responsibility therefor.

               14.3  Governing Law.  All questions pertaining to the validity,
                     -------------                                            
     construction and operation of the Plan shall be determined in accordance
     with the laws of the Commonwealth of Pennsylvania except to the extent
     superseded by ERISA.

               14.4  Spendthrift Clause.
                     ------------------ 

               (a) No benefit payable at any time under this Plan and no
     interest or expectancy herein shall be anticipated, assigned, or alienated
     by any Participant or beneficiary, or subject to attachment, garnishment,
     levy, execution, or other legal or equitable process, except for (1) an
     amount necessary to satisfy a Federal tax levy made pursuant to Section
     6331 of the Code and (2) any benefit payable pursuant to a domestic
     relations order which is determined to be a Qualified Domestic Relations
     Order.

               (b) Any attempt to alienate or assign a benefit hereunder,
     whether currently or hereafter payable, shall be void.  No benefit shall in
     any manner be liable for or subject to the debts or liability of any
     Participant or beneficiary.  If any Participant or beneficiary shall
     attempt to, or shall, alienate or assign his benefit under the Plan or any
     part thereof, or if by reason of his bankruptcy or other event happening at
     any time such benefit would devolve upon anyone else or would not be
     enjoyed by him, then the Committee may terminate payment of such benefit
     and hold or apply it for the benefit of the Participant or beneficiary.

               14.5  Incapacity.  If the Committee deems any Participant who is
                     ----------                                                
     entitled to receive payments hereunder incapable of receiving or disbursing
     the same by reason of age, illness, infirmity, or incapacity of any kind,
     the Committee may direct the Trustee to apply such payment directly for the
     comfort, support and maintenance of such Participant or to pay the same to
     any responsible person caring for the Participant as determined by the
     Committee to be qualified to receive and disburse such payments for the
     Participant's benefit, and the receipt of such person shall be a complete
     acquittance for the payment of the benefit. Payments pursuant to this
     Section shall be a complete discharge to the extent thereof of any and all
     liability of the

                                     -45-
<PAGE>
 
     Employers, the Committee, the Trustee and the Fund.

               14.6   Notices.  Each Participant, Spouse, beneficiary and
                      -------                                            
     Alternate Payee shall be responsible for furnishing the Committee with the
     current and proper address for the mailing of notices, reports and benefit
     payments.  Any notice required or permitted to be given shall be deemed
     given if directed to the person to whom addressed at such address and
     mailed by regular United States mail, first-class and prepaid.  If any
     check mailed to such address is returned as undeliverable to the addressee,
     mailing of checks will be suspended until the Participant, Spouse,
     beneficiary or Alternate Payee furnishes the proper address.  This
     provision shall not be construed as requiring the mailing of any notice or
     notification if the regulations issued under ERISA deem sufficient notice
     to be given by the posting of notice in appropriate places, or by any other
     publication device.

               14.7  Lost Payees.  A benefit shall be deemed forfeited, and used
                     -----------                                                
     to reduce future Matching Contributions made pursuant to Section 5.1 by the
     Employer that last employed the Participant, if the Committee is unable to
     locate a Participant, a Spouse, a beneficiary or an Alternate Payee to whom
     payment is due; provided, however, that such benefit shall be reinstated if
     a claim is made by the party to whom it is properly payable.

               14.8  Gender and Number.  Except where otherwise clearly
                     -----------------                                 
     indicated by context, the masculine shall include the feminine, the
     singular shall include the plural, and vice-versa.

                                     -46-
<PAGE>
 
                                  ARTICLE  XV
                                  -----------

                     SPECIAL PROVISIONS FOR TOP-HEAVY PLANS
                     --------------------------------------



               15.1  General Rule.  Notwithstanding any provision in the Plan to
                     ------------                                               
     the contrary, for any Plan Year in which the Plan is determined to be a
     Top-Heavy Plan, the provisions of this Article XV shall become effective.

               15.2  Determination of Top-Heavy Status.  The Plan shall be
                     ---------------------------------                    
     considered a Top-Heavy Plan for the Plan Year, if, as of the last day of
     the first Plan Year and thereafter, as of the last day of the preceding
     Plan Year (the "Determination Date"):

               (a) the value of the sum of all Accounts of Participants who are
     Key Employees (as defined below) exceeds 60% of the sum of all Accounts of
     all Participants, or

               (b) the Plan is part of an Aggregation Group and such Aggregation
     Group is determined to be a Top-Heavy Group (as defined in Section
     416(g)(2)(B) of the Code).

               In determining the above Top-Heavy ratio, the Account balances of
     an Employee (a) who is a Non-Key Employee (defined for purposes of this
     Article as an Employee who is not a Key Employee) but who was a Key
     Employee in any prior Plan Year, or (b) who has not performed services for
     the Employer maintaining the Plan at any time during the five-year period
     ending on the applicable Determination Date are disregarded.

               A Key Employee is defined as any Employee, former Employee or the
     beneficiary of such Employee who, at any time during a Plan Year or the
     immediately preceding four (4) Plan Years is: (a) an officer of the
     Employer having annual 415 Compensation greater than 50% of the amount in
     effect under Section 415(b)(1)(A) of the Code for any Plan Year; (b) one of
     the ten (10) Employees who own the largest interests in the Employer; (c) a
     5% owner of the Employer; or (d) a 1% owner of the Company having annual
     415 Compensation from the Company of more than $150,000.

               For purposes of this Section, Aggregation Group means (a) each
     plan of the Company or an Affiliated Company in which a Key Employee
     participates, including any terminated or frozen plans which are maintained
     within the five year period ending on the applicable Determination Date,
     and (b) each other plan of the Company or an Affiliated Company which
     enables such plan to meet the requirements of Sections 401(a)(4) or 410 of
     the Code.  The foregoing notwithstanding, the Company may treat any plan
     maintained by the Company or an Affiliated Company not required to be
     included in the Aggregation Group as being part of such group if such group
     would continue to meet the requirements of Sections 401(a)(4) and 410 of
     the Code with such plan being taken into account.

               15.3  Minimum Contributions.  For any Plan year in which the Plan
                     ---------------------                                      
     is

                                     -47-
<PAGE>
 
     determined to be a Top-Heavy Plan pursuant to Section 15.2, the Employer
     Contributions for such Plan Year for each Participant who is a Non-Key
     Employee shall not be less than the lesser of:

               (a) 3% of the Participant's 415 Compensation for such Plan Year,
     or

               (b) the percentage at which Employer Contributions, Basic and
     Supplemental Contributions are made or are required to be made under the
     Plan for the Plan Year for the Key Employee for whom such percentage is the
     highest.  Notwithstanding the foregoing, if a Participant is also
     participating in another defined contribution plan maintained by the
     Company, the minimum contribution hereunder may be reduced in accordance
     with regulations issued under Section 416(f) of the Code.  If a Participant
     is also participating in a defined benefit plan maintained by the Company,
     "5%" shall be substituted for "3%" in paragraph (a) of this Section.

               The Employer Contributions referred to above shall be provided to
     each Non-Key Employee who is a Participant and who has not separated from
     service at the end of the Plan Year, regardless of such Employee's number
     of Hours of Service, Compensation, or whether such Employee had made any
     contribution to the Plan.

               15.4  Adjustments to Maximum Limits on Benefits and
                     ---------------------------------------------
     Contributions.  For any Plan Year in which the Plan is determined to be a
     -------------
     Top-Heavy Plan pursuant to Section 15.2, paragraphs (a)(1) and (b)(1) of
     Section 6.10 shall be read by substituting the number "1.00" for the number
     "1.25", wherever it appears.  Notwithstanding the foregoing, no adjustment
     shall be made to Section 6.10 if the following requirements are met:

               (a) Section 15.3 shall be applied by substituting "4%" for "3%";
     and the annual accrued benefit derived from employer contributions under
     the defined benefit plan for each Participant who is a Non-Key Employee
     shall not be less than the product of:

                    (1) 3% of such Participant's average annual 415 Compensation
     during the period of consecutive years (not exceeding five) which yields
     the highest average;
     and

                    (2) the Participant's Years of Service (not exceeding 10) 
     during which the Plan is a Top-Heavy Plan; and

               (b)  the aggregate of the Accounts of Participants who are Key
     Employees under the Plan does not exceed 90% of the aggregate of the
     Accounts of all Participants; and

               (c)  the sum of (i) the present value of the cumulative accrued
     benefits for Key Employees under all defined benefit plans in the
     Aggregation Group, and (ii) the aggregate of the accounts of Key Employees
     under all defined contributions plans in the Aggregation Group does not
     exceed 90% of such sum determined for all employees; and


                                     -48-
<PAGE>
 
               (d)  in the case of a Participant also participating in a defined
     benefit plan maintained by the Company, all of the requirements of
     paragraph (a) shall be met by substituting "7-1/2%" for "3%" in Section
     15.3.

                                     -49-
<PAGE>
 
                                  Supplement A
                                 -------------

                   Special Rules for Puerto Rico Participants
                   ------------------------------------------



     A-1         Purpose and Effect - The purpose of this Supplement A is to
                 ------------------                                         
     comply with the requirements of Section 165 of The Puerto Rico Income Tax
     Act of 1954 (the "ITA").  The provisions of this Supplement A shall be
     effective as of April 1, 1988, and shall apply to those employees of
     Centeon L.L.C. (the "Company"), and any of its subsidiaries as may be
     designated by the Board of Directors of the Company as an "Employer" under
     the Plan, who are residents of the Commonwealth of Puerto Rico ("Supplement
     A Participants).

     A-2         Compensation - For purposes of Paragraph A-7 below,
                 ------------                                       
     "compensation" shall mean all remuneration which is required to be reported
     as wages by the Employer to the Puerto Rico Treasury Department on Form 499
     R-2/W-2 PR, and, unless the Company elects otherwise, any Supplement A
     Participant's Basic or Supplemental Contributions to the Plan.

     A-3         Maximum Basic and Supplemental Contributions - The sum of a
                 --------------------------------------------               
     Supplement A Participant's Basic and Supplemental Contributions under
     Sections 4.1 and 4.2 of the Plan may not exceed in any event the lesser of
     10% of the Supplement A Participants Compensation or $7,000.

     A-4         Return of Supplement A Participants Basic and Supplemental
                 ----------------------------------------------------------
     Contributions - If the Supplement A Participant's Basic and Supplemental
     -------------                                                           
     Contributions made under this Plan and his elective deferrals made under
     any other qualified cash or deferred arrangement maintained pursuant to
     Section 165(e) of the ITA for a taxable year exceed the maximum Basic and
     Supplemental Contributions limitation described in Paragraph A-3 above, the
     Supplement A Participant shall allocate to the Plan or to such other
     qualified cash or deferred arrangement the excess deferrals.  The
     Supplement A Participant shall notify the Committee of such allocation in
     writing no later than the March 1 following the Supplement A Participant's
     taxable year in which the excess deferrals were made. Notwithstanding any
     other provisions of the Plan, not later than the April 15 following the
     close of the Supplement A Participant's taxable year, the Committee may
     cause the Trustee to distribute to the Supplement A Participant the excess
     deferrals (adjusted for any income or loss attributable thereto and
     subject, however, to the withholding of taxes and other amounts as though
     such amounts were current remuneration) allocated to the Plan by the
     Supplement A Participant pursuant to Article IV of the Plan.

     A-5         Rollover Contributions - Supplement A Employees may make
                 ----------------------                                  
     Rollover Contributions to the Plan under Section 4.10 of the Plan except
     that the Plan

                                     -50-
<PAGE>
 
     from which the Supplement A Employee received the distribution must be a
     Plan that qualifies under Section 401(a) of the Internal Revenue Code of
     1986 and Section 165(a) of the ITA.
          ---                           

     A-6         Puerto Rico Limitation on Contributions - For any Plan Year,
                 ---------------------------------------                     
     (a) contributions under the Plan shall not exceed the limitations on
     deductions imposed under section 23(p)(1)(C) and 23(p)(1)(F) of the ITA,
     (b) the Plan shall satisfy the coverage requirements of Section 165(a)(3)
     of the ITA, and (c) the Plan shall satisfy the Puerto Rico Actual Deferral
     Percentage Test set forth in Paragraph A-7 below.

     A-7         Puerto Rico Actual Deferral Percentage Test - In no event shall
                 -------------------------------------------                    
     the actual deferral percentage (as defined below) of the Highly compensated
     Supplement A Participants (as defined in paragraph A-8) for any calendar
     year exceed the greater of:

               (a) the actual deferral percentage of all other Supplement A
     Participants for such calendar year multiplied by 1.25; or

               (b) the actual deferral percentage of all other Supplement A
     Participants for such calendar year multiplied by 2.0; provided that the
     actual deferral percentage of the Highly Compensated Supplement A
     Participants does not exceed that of all other Supplement A Participants by
     more than two percentage points.

     The "actual deferral percentage" of a group of Supplement A Participants
     for a calendar year means the average of the ratios (determined separately
     for each Supplement A Participant in such group) of:  (i) the sum of the
     Basic Contributions and Supplemental Contributions allocated to each
     Supplement A Participant for such calendar year; to (ii) the Supplement A
     Participant's compensation for such calendar year.

     For purposes of this Paragraph, the deferral percentage of a Highly
     Compensated Supplement A Participant who has made elective deferrals under
     any other qualified cash or deferred arrangement maintained by the Company
     or an Affiliated Company pursuant to Section 165(e) of the ITA shall be the
     sum of his deferral percentages under all such plans.

     A-8         Highly Compensated Supplement A Participant - The term "Highly
                 -------------------------------------------                   
     Compensated Supplement A Participant" means any Supplement A Employee who
     is eligible to participate in the Plan and is more highly compensated than
     two-thirds of all other Supplement A Employees eligible to participate in
     the Plan.

     The Puerto Rico Actual Deferral Percentage Test of Paragraph A-7 and the

                                     -51-
<PAGE>
 
     determination of who is a Highly Compensated Supplement A Participant shall
     be done separately for each Employer.

     A-9         Supplemental Section 165(e) Employer Contributions - As soon as
                 --------------------------------------------------             
     possible after the end of the Plan Year, the Company, in its discretion,
     may determine to make a Supplemental Section 165(e) Employer contribution,
     subject to the limitations set forth in Paragraph A-3.  The Supplemental
     Section 165(e) Employer Contribution for any Plan Year under this paragraph
     will be made no later than the expiration of the period within which such
     contribution may be paid and deducted for the purpose of Puerto Rico income
     taxes.  Supplemental Section 165(e) Employer Contributions shall be
     allocated to the Supplemental Employer Contribution Account of each
     Supplement A Participant who qualifies for Employer Contributions under
     Section 3.2 of the Plan and who either (i) is in the active employment of
     an Employer or an Affiliated Company on the last day of the Plan Year for
     which the Supplemental Section 165(e) Employer Contributions are made or
     (ii) dies, suffers a Permanent and Total Disability, or has a Retirement
     during the Plan Year; provided, however, that if this method of allocating
     the Supplemental Section 165(e) Employer Contribution for a Plan Year (A)
     would not serve to prevent the Plan from failing to satisfy the
     requirements set forth in Paragraph A-7 (such failure to be determined
     without regard to the Supplemental Section 165(e) Employer Contribution)
     and/or (B) would result in the Plan's failure to satisfy the requirements
     set forth in Paragraph A-7, then, but only to the extent necessary to
     satisfy the requirements set forth in Paragraph A-7 (as determined by the
     Committee in its sole discretion), the allocation of the Supplemental
     Section 165(e) Employer Contribution for the Plan Year shall be made only
     to those Supplement A Participants who otherwise satisfy the requirements
     set forth in (i) and (ii) above and who are not Highly Compensated
     Supplement A Employees.  Supplemental Section 165(e) Employer Contributions
     for all purposes under the Plan, except as otherwise provided herein.

     A-10        Return of Excess Contributions - If the average deferral
                 ------------------------------                          
     percentage for all Highly Compensated Supplement A Participants exceeds the
     amount specified in Paragraph A-7 for any Plan Year, the Basic and
     Supplemental Contributions (and corresponding Employer Contributions) for
     the Highly Compensated Supplement A Participant(s) with the Highest
     deferral percentage shall be reduced so that his applicable percentage is
     reduced to the greater of (a) such percentage that enables the Plan to
     satisfy the applicable percentage test, or (b) a percentage equal to the
     applicable percentage of the Highly Compensated Supplement A Participant(s)
     with the next highest percentage.  This procedure shall be repeated until
     the Puerto Rico Actual Deferral Test is satisfied.  The amount so reduced,
     together with the attributable earnings thereon, shall be deemed to have
     been contributed to the Plan by mistake of fact, shall be refunded to the
     Employer, and the portion attributable to Basic and Supplemental
     Contributions shall thereafter be paid (subject, however, to the

                                     -52-
<PAGE>
 
     withholding of taxes and other amounts as though such amounts were current
     remuneration) by the Employer to the Supplement A Participants from whose
     Compensation such amount was obtained.

     A-11        Use of Terms - All terms and provisions of the Plan shall apply
                 ------------                                                   
     to this Supplement A, except that where the terms and provisions of the
     Plan and this Supplement A conflict, the terms and provisions of this
     Supplement A shall govern.

                                     -53-
<PAGE>
 
                                  Supplement B
                                 -------------

                       Special Matching Contributions for
                        Puerto Rico Participants who are
                   Members of the United Auto Workers' Union
                   -----------------------------------------



     The Basic Contributions for Puerto Rico Participants who are Members of the
     United Auto Workers' Union shall be matched by Employer Contributions in
     accordance with the following schedule:


                    Basic Contribution          Employer Contribution
                 (as a % of Compensation)  (as a % of Basic Contribution)
                 ------------------------  ------------------------------

                      1st 1%                               100%
                      2nd 1%                                75%
                      3rd 1%                                50%
                    4th-6th 1%                              25%

                                     -54-
<PAGE>
 
                                  Supplement C
                                 -------------

                       Special Matching Contributions for
                        Participants who are Members of
                International Chemical Workers' Union, Local 498
                ------------------------------------------------



     The Basic Contributions for Participants who are Members of International
     Chemical Workers' Union, Local 498 shall be matched by Employer
     Contributions in accordance with the following schedule:


                    Basic Contribution          Employer Contribution
                 (as a % of Compensation)  (as a % of Basic Contribution)
                 ------------------------  ------------------------------

                      1st 1%                               100%
                      2nd 1%                                90%
                      3rd 1%                                80%
                    4th-6th 1%                              50%

                                     -55-


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