Exhibit 10.5

AMENDMENT NO. 1
TO THE DRESSER INDUSTRIES, INC.
CONSOLIDATED SALARIED RETIREMENT PLAN,
AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1994

The Dresser Industries, Inc. Consolidated Salaried Retirement Plan, (May 1, 1994 restatement), is amended, effective as of May 31, 1995, by adding the following new paragraph to the end of the Preamble:

This Plan is frozen effective as of May 31, 1995. The Accrued Benefit of any Participant is limited to the Accrued Benefit earned as of May 31, 1995. Without limiting the generality of the preceding two sentences, this means, among other things, that increases in remuneration after May 31, 1995 will not be recognized in computing benefits under the Plan, and that Credited Service will not be earned for any peroids of employment after May 31, 1995. In addition, no one may become a Participant after May 31, 1995. This paragraph freezing the Plan supersedes and overrides any and all Plan provisions to the contrary.

AMENDMENT NO. 2
TO THE DRESSER INDUSTRIES, INC.
CONSOLIDATED SALARIED RETIREMENT PLAN,
AS AMENDED AND RESTATED EFFECTIVE MAY 1, 1994

The Dresser Industries, Inc. Consolidated Salaried Retirement Plan, as amended and restated effective May 1, 1994, is further amended, effective May 31, 1995, by adding the following to the end of Section 4.04:

Effective on May 31, 1995, benefit accruals under the Plan ceased. Notwithstanding this general cessation of benefit accruals, a Participant who was Totally Disabled as of May 31, 1995, and, as of such date, was accruing a benefit under the Plan in accordance with this Section 4.04, shall continue to accrue benefits hereunder until the earlier of: (i) the date benefit accruals ordinarily would have ceased under the provisions of Section 4.04, or (ii) December 31, 1996.

As of any date occurring after May 31, 1995, the Accrued Benefit of a Totally Disabled Participant shall be equal to the sum of:

(a) the Participant's Accrued Benefit as of May 31, 1995; and

(b) an amount determined under the following formula:

{ (PB-AB) / PCS } x VCS

where:

PB equals the calculation (as if made on May 31, 1995) of the Participant's Accrued Benefit, projected to Age 65;

AB equals the calculation (as if made on May 31, 1995) of the Participant's Accrued Benefit through May 31, 1995 only (i.e., not projected to Age 65);

PCS equals the calculation (as if made on May 31, 1995) of the Participant's projected Credited Service between May 31, 1995 and Age 65; and

VCS equals the calculation of the Participant's Credited Service between May 31, 1995 and the earlier of (i) the date determination under this formula is being made or (ii) December 31, 1996.

Exhibit 10.7

ERISA EXCESS BENEFIT PLAN
FOR DRESSER INDUSTRIES, INC.

Dresser Industries, Inc. hereby amends by restatement the ERISA Excess Benefit Plan for Dresser Industries, Inc., effective June 1, 1995, upon the following terms and conditions:

ARTICLE I
DEFINITIONS

SECTION 1.1. ACT. The Employee Retirement Income Security Act of 1974, as amended.
SECTION 1.2. BOARD. The Board of Directors of Dresser Industries, Inc.
SECTION 1.3. CODE. The Internal Revenue Code of 1986, as Amended.
SECTION 1.4. COMMITTEE. The Employee Benefits Committee of Dresser Industries, Inc.
SECTION 1.5. COMPANY. Dresser Industries, Inc. and any subsidiary which adopts the Plan.
SECTION 1.6. DB PLANS. The Pension Plan defined in Section 1.9 and the Related Plans defined in Section 1.11.
SECTION 1.7. DC PLAN. The Dresser Industries, Inc. Retirement Savings Plan-A, or the Dresser Industries, Inc. Retirement Savings Plan-B.
SECTION 1.8. EMPLOYEE. An employee of the Company, who is not represented by a union and who is a participant in the Pension Plan, a Related Plan, or the DC Plan. This term shall include any individual who has terminated employment with the Company but has not yet received his entire vested benefits under the Pension Plan, a Related Plan, or the DC Plan.
SECTION 1.9. PENSION PLAN. The Dresser Industries, Inc. Consolidated Salaried Retirement Plan, as frozen May 31, 1995.
SECTION 1.10. PLAN. The "ERISA Excess Benefit Plan for Dresser Industries, Inc.", as set forth herein.
SECTION 1.11. RELATED PLAN. Any defined benefit pension plan for nonunion salaried employees other than the Pension Plan, maintained by the Company.

ARTICLE II
PURPOSE OF PLAN

SECTION 2.1. PURPOSE. This Plan is designed to pay retirement benefits out of the general assets of the Company, under circumstances in which such benefits cannot be paid from the Pension Plan, a Related Plan, or the DC Plan, because of the

application of code section 415. The Plan is an unfunded excess benefit plan as defined in sections 3(36) and 4(b)(5) of the Act.

ARTICLE III
ELIGIBILITY

SECTION 3.1. ELIGIBILITY. Any Employee is eligible to participate in the Plan if his benefit under the Pension Plan or a Related Plan is limited by a provision under such plan, which implements the requirements of section 415 of the Code. In addition, an Employee shall participate if allocations to his Account in the DC Plan are limited by section 415 of the Code.
Furthermore, any person who has been employed by a company in which Dresser Industries, Inc. has an ownership interest and who during such period, has remained a participant in the Pension Plan, and the surviving spouse of such a participant, shall be eligible to receive benefits under this Plan, if and to the extent that benefits cannot be provided fully by the Pension Plan because of provisions thereof implementing Code section 415.
Notwithstanding any other provision of this Plan, no employee of the M.W. Kellogg Company, or any surviving spouse of such an employee, shall be eligible to receive benefits under this Plan.

ARTICLE IV
BENEFITS

SECTION 4.1. AMOUNT OF BENEFITS RELATED TO DB PLANS. The amount of the benefit payable under this Plan related to the DB Plans shall be the excess (if any) of the benefit payable under the benefit formula of the Pension Plan (or Related Plan, if applicable) without taking into account the provisions dealing with limits imposed by Code section 415, over the benefit payable after taking into account such provisions limiting benefits.
SECTION 4.2. FORM OF BENEFITS RELATED TO DB PLANS.
(a) Regarding Employees who die while employed, the form of benefit shall be the Spouse's Death Benefit as provided in the Pension Plan or the comparable benefit, if any, provided in a Related Plan (whichever is applicable). If a Related Plan is applicable and there is no comparable benefit under the Related Plan, no benefit will be payable under this Plan.
(b) For Employees who retire when eligible for benefits hereunder, the form of benefit shall be the Standard Benefit Form as provided in Section 5.01 of the Pension Plan or the comparable benefit provided in a Related Plan (whichever is applicable). Provided, however, an Employee may request payment in a form of benefit provided in the Pension Plan or a comparable option in a Related Plan that is other than the form in which he will receive

benefits under the Pension Plan or a Related Plan. In the case of a request by an Employee who is an elected officer of the Company, it shall be in the sole discretion of the Executive Compensation Committee of the Board of Dresser Industries, Inc. to grant or deny such request. In the case of a request by all other Employees, the Committee shall in its sole discretion grant or deny such request. All forms of benefit shall be calculated using the same factors as those used in determining such form of benefit under the Pension Plan or comparable benefit provided under a Related Plan.
SECTION 4.3. AMOUNT OF BENEFIT RELATED TO THE DC PLAN. The Company shall establish a bookkeeping account for each Employee, that is tied to the respective Employee's subaccounts under Section 4.1 of the DC Plan. The Company shall allocate amounts to the respective bookkeeping accounts of employees, that cannot be allocated to their Accounts under the DC Plan, because of the limits imposed by Code section 401(a)(17) The Company further shall subdivide the Employee accounts under the Plan into subaccounts that are tied to respective Employees' Matching Contributions, Basic Contributions, Pension Equalizer Contributions, and Medisave Contributions under the DC Plan. The Company further shall accrue the same rate of investment return to these subaccounts as earned on the respective subaccounts in the DC Plan during the relevant period. Notional earnings shall be credited under this Plan at the same time as actual earnings are credited under the DC Plan.

SECTION 4.4. FORM OF BENEFIT RELATED TO THE DC PLAN. Benefits under this Plan that are tied to the DC Plan shall be payable in a lump sum to the Employee, or to the Employee's DC Plan Beneficiary in the event of the Employee's death. Provided, however, an Employee may request payment in a form of benefit provided in the DC Plan that is other than the form in which he will receive benefits under the DC Plan. In the case of a request by an Employee who is an elected officer of the Company, it shall be in the sole discretion of the Executive Compensation Committee of the Board of Dresser Industries, Inc. to grant or deny such request. In the case of a request by all other Employees, the committee shall in its sole discretion grant or deny such request. All forms of benefit shall be calculated using the same factors as those used in determining such form of benefit under the Pension Plan or comparable benefit provided under a Related Plan.

SECTION 4.5. TIME OF BENEFIT PAYMENTS. Benefits due under this Plan shall be paid at such time or times following the Employee's termination of employment or death as the Committee in its discretion determines. However, benefits tied to the Pension Plan or a Related Plan shall be paid no earlier than the earliest

date Pension Plan or Related Plan benefits may be paid to the terminated Employee, or, in the case of death, to the Employee's spouse, or, if none, to the Employee's estate.

SECTION 4.6. BENEFITS UNFUNDED. Benefits payable under this Plan shall be paid by the Company out of its general assets and shall not be funded in any manner.

ARTICLE V
VESTING AND FORFEITURE

SECTION 5.1. VESTING. No person shall have or vest in any benefits under this Plan prior to the time such person accrues 5 Years of Service, as used in
Section 4.05 of the Pension Plan. No person (nor the spouse of such person) whose employment is terminated for cause as determined by the Committee, shall vest in any benefits under this Plan, and shall be divested if previously vested, even if such termination is deemed a retirement under provisions of the Pension Plan, a Related Plan, or the DC Plan.

ARTICLE VI
ADMINISTRATION

SECTION 6.1. DUTIES OF COMMITTEE. This Plan shall be administered by the Committee in accordance with its terms and purposes. The Committee shall interpret the provisions of this Plan and determine the amount and manner of payment of the benefits due to or on behalf of each Employee from this Plan and shall cause them to be paid accordingly.

SECTION 6.2. FINALITY OF DECISIONS. The decisions made and the actions taken by the Committee in the administration of this Plan shall be final and conclusive on all persons, and the members of the Committee shall not be subject to individual liability with respect to this Plan.

ARTICLE VII
CLAIMS AND APPEAL PROCEDURES

SECTION 7.1. PURPOSE. The purpose of the claims and appeal provisions set forth in Section 7.1 through 7.10 is to secure the speedy, inexpensive resolution of all disputes over Plan benefits and rights granted by the Plan. These provisions shall be liberally construed so as to avoid litigation and its attendant expenses.

SECTION 7.2. CLAIMS PROCEDURE. Each person who claims entitlement to any right or benefit under the Plan ("claimant") may submit a claim with respect to that benefit or right under the procedure set forth in the Dresser Industries Inc. Retirement Savings Plan-A or -B, of whichever he is a member.

SECTION 7.3. APPEAL PROCEDURE. When a claim has been or is deemed denied, the claimant (hereinafter referred to as appellant) shall have the right within 60 days after receipt of written notice thereof or the date the claim is deemed denied to file an appeal with the Committee and to go through the appeal procedure herein set forth. All appeals shall be in writing, and shall set forth the reasons why the appellant believes the decision denying his claim is erroneous. The Committee shall render a decision on the appeal in writing not later than 60 days after receipt of the written appeal.
The decision of the Committee shall be final and shall be binding upon the appellant, his beneficiaries, heirs, and assigns and all other persons claiming by, through or under him.
A failure to file a claim and an appeal in the manner and within the time limits set forth herein shall be deemed a failure by the aggrieved party to exhaust his administrative remedies and shall constitute a waiver of the rights or benefits sought to be established under the Plan.

SECTION 7.4. EXHAUSTION OF ADMINISTRATIVE REMEDIES. No legal action to recover Plan benefits or to enforce or to clarify rights under the Plan shall be commenced under any provision of law, whether or not statutory, unless and until the claimant first shall have exhausted the claims and appeal procedures available to him hereunder in Section 7.1-7.3. A claimant must raise all issues and present all theories relating to his claim to the committee at one time. Otherwise, the claimant shall be deemed to have abandoned forever all issues and theories not raised and presented to the Committee.

SECTION 7.5. LIMITATION ON ACTIONS. Any suit brought to contest a decision of the Committee shall be filed in a court of competent jurisdiction within 1 year from receipt of written notice of the Committee's final decision or from the date the appeal is deemed denied, and any suit not filed within this 1-year limitation period shall be dismissed by the court. Service of legal process shall be made upon the Plan by service upon the Committee.

SECTION 7.6. NO RIGHT TO JURY TRIAL; EVIDENCE. In any suit contesting a decision of the Committee, all issues of fact shall be tried by the court and not by a jury. No evidence may be introduced in court which was not previously presented to the Committee and no evidence may be introduced to modify or

contradict the terms of the Plan document.

SECTION 7.7. SCOPE OF REVIEW. The Committee shall have full discretionary authority to interpret and apply the terms of this Plan document and other relevant documents and relevant provisions of law, and deference shall be afforded the Committee's decisions. This grant of authority shall be broadly construed and shall include the authority to find facts, to reach conclusions of law, to interpret and apply ambiguous terms, and to supply missing terms reasonably necessary to resolution of claims and appeals. No finding of fact by the Committee shall be set aside by a court unless the party contesting the finding shall prove by clear and convincing evidence that the finding is arbitrary and capricious. No conclusion of law reached by the Committee shall be reversed by a court unless the party contesting the conclusion shall demonstrate that the Committee is guilty of manifest disregard of law.

SECTION 7.8. LIMITATION ON DAMAGES. In any suit over Plan benefits or rights, recovery shall be limited to the amount of benefits found due, without interest, or to specific enforcement of rights established under the Plan, and shall not include any other damages whether denominated incidental, special, consequential, collateral, compensatory, exemplary, punitive or whatever.

SECTION 7.9. PARTICIPANT PLAN DATA. The Committee may issue, or cause to be issued, from time to time, statements to employees, participants, retirees or beneficiaries indicating eligibility, service or other data regarding their Plan benefits. If any such person wishes to challenge the accuracy of such data, the person shall do so in the manner and within the time limits set forth above in Sections 7.1-7.8.

SECTION 7.10. FINAL DETERMINATION OF RIGHTS AND BENEFITS. After termination of the Plan, the Committee may direct a final determination of the rights and benefits of some of all persons having an interest in the Plan. The determination with respect to any person may be mailed to that person at his last known address and that person may be given 90 days within which to challenge the determination through the claims and appeal procedures set forth in Sections 7.1-7.9. The mailing of a copy of a determination to a person at his last known address shall be deemed constructive receipt by that person of a copy of the determination. Any determination not challenged through the claims and appeals procedures shall govern a person's rights under the Plan, and the rights of any person claiming by, through or under him.

ARTICLE VIII
AMENDMENT AND DETERMINATION

SECTION 8.1. AMENDMENT AND TERMINATION. While the Dresser Industries, Inc. intends to maintain this Plan in conjunction with the Pension Plan, Related Plans, and DC Plan for as long as necessary, Dresser Industries, Inc. reserves the right to amend and/or terminate it (and all rights hereunder) at any time for whatever reasons it may deem appropriate.

ARTICLE IX
MISCELLANEOUS

SECTION 9.1. NO EMPLOYMENT RIGHTS. Nothing contained in this Plan shall be construed as a contract of employment between the Company or any subsidiary or related company and any Employee, or as a right of any Employee to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any of its employees with or without cause.

SECTION 9.2. ASSIGNMENT. The benefits payable under this Plan may not be assigned or alienated.

SECTION 9.3. LAW APPLICABLE. This Plan shall be governed by the laws of the State of Texas.

DRESSER INDUSTRIES, INC.

Exhibit 10.8

ERISA COMPENSATION LIMIT BENEFIT PLAN
FOR DRESSER INDUSTRIES, INC.

Dresser Industries, Inc. hereby amends by restatement the ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc., effective June 1, 1995, upon the following terms and conditions:

ARTICLE I

DEFINITIONS

The words and phrases defined hereinafter shall have the following meaning:
SECTION 1.1. ACT. The Employee Retirement Income Security Act of 1974, as amended.

SECTION 1.2. BOARD. The Board of Directors of Dresser Industries, Inc.
SECTION 1.3. CODE. The Internal Revenue Code of 1986, as Amended.
SECTION 1.4. COMMITTEE. The Employee Benefits Committee of Dresser Industries, Inc.
SECTION 1.5. COMPANY. Dresser Industries, Inc. and any subsidiary which adopts the Plan.
SECTION 1.6. DB PLANS. The Pension Plan defined in Section 1.9 and the Related Plans defined in Section 1.11.
SECTION 1.7. DC PLAN. The Dresser Industries, Inc Retirement Savings Plan-A.
SECTION 1.8. EMPLOYEE. A participant in the Pension Plan, a Related Plan, or the DC Plan. This term shall include any individual who has terminated employment with the Company, but has not yet received his entire vested benefits under the Pension Plan, a Related Plan, or the DC Plan.
SECTION 1.9. PENSION PLAN. The Dresser Industries, Inc. Consolidated Salaried Retirement Plan, as frozen May 31, 1995.
SECTION 1.10. PLAN. The "ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc.", as set forth herein,
SECTION 1.11. RELATED PLAN. Any defined benefit pension plan for nonunion salaried employees other than the Pension Plan, maintained by the Company.

ARTICLE II
PURPOSE OF PLAN

SECTION 2.1. PURPOSE. The purpose of this Plan is to pay retirement benefits out of the general assets of the Company, under circumstances in which such benefits cannot be paid from the Pension Plan, the Related Plans, or the DC Plan, because of the

application of Code section 401(a)(17). This Plan is an unfunded plan described in sections 201(2), 301(a)(3), and 401(a)(1) of the Act.

ARTICLE III
ELIGIBILITY

SECTION 3.1. ELIGIBILITY. Any Employee is eligible to participate in the Plan if his benefit under the Pension Plan or a Related Plan, or the DC Plan is limited by a provision under such plan, which implements the requirements of section 401(a)(17) of the Code.
Furthermore, any person who has been employed by a company in which Dresser Industries, Inc. has an ownership interest and who, during such period, has remained a participant in the Pension Plan, and the surviving spouse of such a participant, shall be eligible to receive benefits under this Plan, if and to the extent that benefits cannot be provided fully by the Pension Plan because of provisions thereof implementing Code section 401(a)(17).
Notwithstanding any other provisions of this Plan, no employee of the M.W. Kellogg Company, or any surviving spouse of such an employee, shall be eligible to receive benefits under this Plan.

ARTICLE IV
BENEFITS

SECTION 4.1. AMOUNT OF BENEFITS RELATED TO DB PLANS. The amount of the benefit payable under this Plan related to the DB Plans shall be the excess (if any) of the benefit payable under the benefit formula of the Pension Plan (or Related Plan, if applicable) without taking into account the provisions dealing with limits imposed by Code sections 401(a)(17) and 415, over the benefits payable under (1) the Pension Plan (or Related Plan) after taking into account such limiting provisions, and (2) the ERISA Excess Benefit Plan for Employees of Dresser Industries, Inc., as it relates to the DB Plans.
SECTION 4.2. FORM OF BENEFITS RELATED TO DB PLANS.
(a) Regarding Employees who die while employed, the form of benefit shall be the Spouse's Death Benefit as provided in the Pension Plan or the comparable benefit, if any, provided in a Related Plan (whichever is applicable). If a Related Plan applies and there is no comparable benefit under the Related Plan, no benefit will be payable under this Plan. There shall be no benefit payable under this Plan with regard to unmarried Employees who die while employed.
(b) For Employees who terminate active employment before their death, the form of benefit shall be the Standard Benefit

Form as provided in Section 5.01 of the Pension Plan or the comparable benefit provided in a Related Plan (whichever is applicable). Provided, however, an Employee may request payment in a form of benefit provided in the Pension Plan or a comparable option in a Related Plan that is other than the form in which he will receive benefits under the Pension Plan or a Related Plan. In the case of a request by an Employee who is an elected officer of the Company, it shall be in the sole discretion of the Executive Compensation Committee of the Board to grant or deny such request. In the case of a request by all other Employees, the Committee shall, in its sole discretion, grant or deny such request. All forms of benefit arising under the DB Plans shall be calculated using the same factors as those used in determining such form of benefit under the Pension Plan or comparable benefit provided under a Related Plan, whichever is applicable.

SECTION 4.3. AMOUNT OF BENEFIT RELATED TO THE DC PLAN. The Company shall establish a bookkeeping account for each Employee, that is tied to the respective Employee's subaccounts under Section 4.1 of the DC Plan. The Company shall allocate amounts to the respective bookkeeping accounts of Employees, that cannot be allocated to their Accounts under the DC Plan, because of the limits imposed by Code section 401(a)(17). The Company further shall subdivide the Employee accounts under this Plan into subaccounts that are tied to respective Employees' Matching Contributions, Basic Contributions, and Pension Equalizer Contributions. Each Employee hypothetically may invest these subaccounts in an election separate from his election under the DC Plan. The Company further shall accrue the same rate of investment return to these subaccounts as earned on the respective subaccounts in the DC Plan during the relevant period. Notional earnings shall be credited under this Plan at the same time as actual earnings are credited under the DC Plan.

SECTION 4.4. FORM OF BENEFIT RELATED TO THE DC PLAN. Benefits under this Plan that are tied to the DC Plan shall be payable in a lump sum to the Employee, or to the Employee's DC Plan Beneficiary in the event of the Employee's death. Provided, however, an Employee may request payment in a form of benefit provided in the DC Plan that is other than the form in which he will receive benefits under the DC Plan. In the case of a request by an Employee who is an elected officer of the Company, it shall be in the sole discretion of the Executive Compensation Committee of the Board of the Company to grant or deny such request. In the case of a request by all other Employees, the Committee shall in its sole discretion grant or deny such request. All forms of benefit shall be calculated using the same factors as those used in determining such form of benefit under the Pension Plan or comparable benefit provided under a Related Plan.

SECTION 4.5. TIME OF BENEFIT PAYMENTS. Benefits due under this Plan shall be paid at such time or times following the Employee's termination of employment or death as the Committee in its discretion determines. However, benefits tied to the Pension Plan or a Related Plan shall be paid no earlier than the earliest date Pension Plan or Related Plan benefits may be paid to the terminated Employee, or, in the case of death, to the Employee's spouse, or, if none, to the Employee's estate.

SECTION 4.6. BENEFITS UNFUNDED. Benefits payable under this Plan shall be paid by the Company out of its general assets and shall not be funded in any manner.

ARTICLE V
VESTING AND FORFEITURE

SECTION 5.1. VESTING. No person shall have or vest in any benefits under this Plan prior to the time such person accrues 5 Years of Service, as used in
Section 4.05 of the Pension Plan. No person (nor the spouse of such person) whose employment is terminated for cause as determined by the Committee, shall vest in any benefits under this Plan, and shall be divested if previously vested, even if such termination is deemed a retirement under provisions of the Pension Plan, a Related Plan, or the DC Plan.

ARTICLE VI
ADMINISTRATION

SECTION 6.1. DUTIES OF COMMITTEE. This Plan shall be administered by the Committee in accordance with its terms and purposes. The Committee shall interpret the provisions of this Plan and determine the amount and manner of payment of the benefits due to or on behalf of each Employee from this Plan and shall cause them to be paid accordingly.

SECTION 6.2. FINALITY OF DECISIONS. The decisions made and the actions taken by the Committee in the administration of this Plan shall be final and conclusive on all persons, and the members of the Committee shall not be subject to individual liability with respect to this Plan.

ARTICLE VII
CLAIMS AND APPEAL PROCEDURES

SECTION 7.1. PURPOSE. The purpose of the claims and appeal provisions set forth in Section 7.1 through 7.11 is to secure the speedy, inexpensive resolution of all disputes over Plan benefits

and rights granted by the Plan. These provisions shall be liberally construed so as to avoid litigation and its attendant expenses.

SECTION 7.2. CLAIMS-PROCEDURE. Each person who claims entitlement to any right or benefit under the Plan ("claimant") may submit a claim with respect to that benefit or right under the procedure set forth in the Dresser Industries, Inc. Retirement Savings Plan-A.

SECTION 7.3. APPEAL PROCEDURE. When a claim has been or is deemed denied, the claimant (hereinafter referred to as appellant) shall have the right within 60 days after receipt of written notice thereof or the date the claim is deemed denied to file an appeal with the Committee and to go through the appeal procedure herein set forth. All appeals shall be in writing, and shall set forth the reasons why the appellant believes the decision denying his claim is erroneous. The Committee shall render a decision on the appeal in writing not later than 60 days after receipt of the written appeal.
The decision of the Committee shall be final and shall be binding upon the appellant, his beneficiaries, heirs, and assigns and all other persons claiming by, through or under him.
A failure to file a claim and an appeal in the manner and within the time limits set forth herein shall be deemed a failure by the aggrieved party to exhaust his administrative remedies and shall constitute a waiver of the rights or benefits sought to be established under the Plan.

SECTION 7.4. EXHAUSTION OF ADMINISTRATIVE REMEDIES. No legal action to recover Plan benefits or to enforce or to clarify rights under the Plan shall be commenced under section 502(a)(1)(B) of ERISA, or under any other provisions of law, whether or not statutory, unless and until the claimant first shall have exhausted the claims and appeal procedures available to him hereunder in Section 7.1-7.3. A claimant must raise all issues and present all theories relating to his claim to the Committee at one time. Otherwise, the claimant shall be deemed to have abandoned forever all issues and theories not raised and presented to the Committee.

SECTION 7.5. LIMITATION ON ACTIONS. Any suit brought to contest a decision of the Committee shall be filed in a court of competent jurisdiction within 1 year from receipt of written notice of the Committee's final decision or from the date the appeal is deemed denied, and any suit not filed within this 1-year limitation period shall be dismissed by the court. Service of legal process shall be made upon the Plan by service upon the Committee.

SECTION 7.6. FEDERAL PREEMPTION. All state law causes of

action that arise out of or relate to this Plan or to entitlement to rights or benefits under the Plan shall be deemed to have been preempted by Section 514 of ERISA.

SECTION 7.7. NO RIGHT TO JURY TRIAL; EVIDENCE. In any suit contesting a decision of the Committee, all issues of fact shall be tried by the court and not by a jury. No evidence may be introduced in court which was not previously presented to the Committee and no evidence may be introduced to modify or contradict the terms of the Plan document.

SECTION 7.8. SCOPE OF REVIEW. The Committee shall have full discretionary authority to interpret and apply the terms of this Plan document and other relevant documents and relevant provisions of law, and deference shall be afforded the Committee's decisions. This grant of authority shall be broadly construed and shall include the authority to find facts, to reach conclusions of law, to interpret and apply ambiguous terms, and to supply missing terms reasonably necessary to resolution of claims and appeals. No finding of fact by the Committee shall be set aside by a court unless the party contesting the finding shall prove by clear and convincing evidence that the finding is arbitrary and capricious. No conclusion of law reached by the Committee shall be reversed by a court unless the party contesting the conclusion shall demonstrate that the Committee is guilty of manifest disregard of law.

SECTION 7.9. LIMITATION ON DAMAGES. In any suit over Plan benefits or rights, recovery shall be limited to the amount of benefits found due, without interest, or to specific enforcement of rights established under the Plan, and shall not include any other damages whether denominated incidental, special, consequential, collateral, compensatory, exemplary, punitive or whatever.

SECTION 7.10. PARTICIPANT PLAN DATA. The Committee may issue, or cause to be issued, from time to time statements to employees, participants, retirees or beneficiaries indicating eligibility, service or other data regarding their Plan benefits. If any such person wishes to challenge the accuracy of such data, the person shall do so in the manner and within the time limits set forth above in Sections 7.1-7.9.

SECTION 7.11. FINAL DETERMINATION OF RIGHTS AND BENEFITS. After termination of the Plan, the Committee may direct a final determination of the rights and benefits of some of all persons having an interest in the Plan. The determination with respect to any person may be mailed to that person at his last known address and that person may be given 90 days within which to challenge the determination through the claims and appeal procedures set forth

in Sections 7.1-7.9. The mailing of a copy of a determination to a person at his last known address shall be deemed constructive receipt by that person of a copy of the determination. Any determination not challenged through the claims and appeals procedures shall govern a person's rights under the Plan, and the rights of any person claiming by, through or under him.

ARTICLE VIII
AMENDMENT AND TERMINATION

SECTION 8.1. AMENDMENT AND TERMINATION. While Dresser Industries, Inc. intends to maintain this Plan in conjunction with the Pension Plan, Related Plans, and DC Plan for as long as necessary, Dresser Industries, Inc. reserves the right to amend and/or terminate it (and all rights hereunder) at any time for whatever reasons it may deem appropriate.

ARTICLE IX
MISCELLANEOUS

SECTION 9.1. NO EMPLOYMENT RIGHTS. Nothing contained in this Plan shall be construed as a contract of employment between the Company or any subsidiary or related company and any Employee, or as a right of any Employee to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any of its employees with or without cause.

SECTION 9.2. ASSIGNMENT. The benefits payable under this Plan may not be assigned or alienated.

DRESSER INDUSTRIES, INC.

Exhibit 10.9

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
OF DRESSER INDUSTRIES, INC.

EFFECTIVE JUNE 1, 1995

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
OF DRESSER INDUSTRIES, INC.

Dresser Industries, Inc. hereby amends by restatement the Supplemental Executive Retirement Plan of Dresser Industries, Inc., effective June 1, 1995, upon the following terms and conditions:

ARTICLE I
DEFINITIONS

The words and phrases defined hereinafter shall have the following meaning:

SECTION 1.1. ACTUARIAL EQUIVALENT. An amount of equal value determined by using the interest factor and other appropriate actuarial assumptions used in the latest annual actuarial valuation of the Pension Plan. In the event the Pension Plan is formally terminated, the actuarial assumptions shall be those specified in Code section 417(e)(3)(A).

SECTION 1.2. BOARD. The Board of Directors of Dresser Industries, Inc.

SECTION 1.3. CODE. The Internal Revenue Code of 1986, as amended.

SECTION 1.4. COMMITTEE. The Executive Compensation Committee of the Board.

SECTION 1.6. DB PLANS. The Pension Plan as defined in Section 1.10 and the Related Plans as defined in Section 1.12.

SECTION 1.7. DC PLAN. The Dresser Industries, Inc. Retirement Savings Plan-A.

SECTION 1.8. COMPANY. Dresser Industries, Inc.

SECTION 1.9. EXECUTIVE. An individual who is employed by the Company and has attained the position of Corporate Vice President or any higher position, Division President, or Group President. The term "Executive" also shall include any individual found by the Committee to have been employed by the Company or an entity partially or wholly owned by the Company in an equivalent position and declared eligible for this Plan.

SECTION 1.10. PENSION PLAN. The Dresser Industries, Inc. Consolidated Salaried Retirement Plan, as frozen May 31, 1995.

SECTION 1.11. PLAN. The "Supplemental Executive Retirement Plan of Dresser Industries, Inc.", as set forth herein.

SECTION 1.12. RELATED PLAN. Any Company sponsored qualified defined benefit pension plan (which may or may not be terminated) for nonunion salaried employees, other than the Pension Plan.

SECTION 1.13. ERISA. The Employee Retirement Income Security Act of 1974, as amended.

ARTICLE II
PURPOSE OF PLAN

SECTION 2.1. PURPOSE. The purpose of the Plan is to assure that eligible Executives do not suffer a diminution of retirement benefits (1) as a consequence of having participated in the Company's Deferred Compensation Plan,
(2) as a consequence of the freezing of the Pension Plan, or (3) as a consequence of service with a joint venture company. This is an unfunded plan described in sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.

ARTICLE III
ELIGIBILITY

SECTION 3.1. GENERAL ELIGIBILITY. An Executive shall be covered by this Plan if he is covered as an active or inactive participant under the Pension Plan, Related Plan, or DC Plan, and became a participant in the Pension Plan, Related Plan or DC Plan when he first became eligible to participate in such plans.

Furthermore, an employee who has been an employee of a Dresser joint venture company shall be covered for purposes of protecting pension benefits to the extent provided in Section 4.2.

Notwithstanding any other provision of this Plan, no employee of MWK Acquisition Company or the M. W. Kellogg Company, or any beneficiary of such employee, shall be eligible to receive benefits under this Plan.

SECTION 3.2. ELIGIBILITY FOR BASIC BENEFIT. An Executive or former Executive (or his spouse or beneficiary) shall be eligible for a benefit determined under Section 4.1, under the following circumstances:

(a) The Executive dies while employed, or becomes disabled under circumstances that would entitle him to Disability Benefits under the Pension Plan (or similar provisions of a Related Plan or DC Plan that are applicable to him); or

(b) The Executive or former Executive meets all the following requirements:

(1) He has earned five years of service as an Executive during the ten-year period ending on his retirement date;

(2) His retirement occurs after Age 55; and

(3) If he retires before Age 65, his retirement has been approved by the Committee.

SECTION 3.3. SPOUSES AND BENEFICIARIES. The extent of a surviving spouse's or beneficiary's eligibility to receive benefits

after an Executive's death is determined by the eligibility of the Executive for Plan coverage under Section 3.1 and Section 3.2(a).

ARTICLE IV
BENEFITS

SECTION 4.1. AMOUNT OF BASIC BENEFITS. The amount of the benefit payable under this Section 4.1, if any, shall be determined as follows:

STEP (1) DETERMINATION OF THE RETIREMENT INCOME AMOUNT. Compute the Executive's monthly pension benefit in a life-only form under the Normal Retirement formula of the Pension Plan (assuming there had been no curtailment of benefits under that plan as of May 31, 1995, and, in the part of the formula related to Covered Compensation, treating all compensation as if it were in excess of Covered Compensation rather than treating part of the compensation as being total and part as in excess of Covered Compensation), excluding (a) the reduction for Social Security Pension, (b) the reduction for amounts payable under an annuity purchased upon termination of a prior plan described in Section 4.01(d) of the Pension Plan, (c) the pensionable compensation limitations in the Pension Plan and (d) the benefit limitations described in Code section 415 and Code section 401(a)(17). For purposes of the computation, compensation shall include in the respective years accrued, all amounts deferred under the Company's Deferred Compensation Plan; provided, however, that if the Executive at the time of retirement is not serving in an eligible position, only amounts with respect to periods he was in such a position will be included as compensation. Compensation also shall include compensation from Dresser Industries, Inc.

STEP (2) DETERMINATION OF BENEFITS USED IN SATISFYING THE RETIREMENT INCOME

AMOUNT. With respect to the Executive, determine the sum of:

(a) his monthly pension computed under the Pension Plan and any Related Plan,

(b) the Actuarial Equivalent of his account under the DC Plan,

(c) his monthly pension payable under the ERISA Excess Benefit Plan for Dresser Industries, Inc. (including the Actuarial Equivalent of benefits related to the DC Plan),

(d) his monthly pension payable under the ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc. (including the Actuarial Equivalent of benefits related to the DC Plan),

(e) the amount of the primary monthly Social Security Pension as defined in the Pension Plan, which he is entitled to receive, or if not then eligible, to which he will be entitled at age 65 (reduced proportionately if the Executive has less than 35 years of Credited Service),

(f) his "monthly pension equivalent annuity credit" (as described below); and

(g) the Actuarial Equivalent of any benefits related to the DC Plan under
Section 4.3.

STEP (3) DETERMINATION OF THE BENEFIT (IF ANY) PAYABLE UNDER THIS SECTION
4.1. If the amount determined in Step 1 exceeds the amount determined in Step 2, the difference will be paid under this Plan normally as a monthly benefit. If the amount determined in Step 1 does not exceed the amount determined in Step 2, no benefit is payable under this Section 4.1.

The Executive's "monthly pension equivalent annuity credit" will be the amount of monthly pension calculated on an Actuarial

Equivalent basis at the Executive's attained age, from an amount equal to the sum of:

(a) 1.33 times the dollar amount of all pension equivalent credits to his account under the Company's Deferred Compensation Plan as of May 31, 1995;

(b) 1.333 times the dollar amount of all dividend equivalents credited to the Executive's account under the Company's Deferred Compensation Plan, with respect to Unit Shares credited as a result of such pension equivalents (and earlier dividend equivalents thereon).

(c) The Basic Contributions and Pension Equalizer Contributions that would have been made after May 31, 1995, to the Executive's Account under the DC Plan, the ERISA Excess Benefit Plan for Dresser Industries, Inc., and the ERISA Compensation Limit Plan for Dresser Industries, Inc., had the Executive not made deferrals under the Company's Deferred Compensation Plan; and

(d) The earnings that would have been credited on the contributions described in subparagraph (c) had such contributions been made to the Executive's account in the Company's Deferred Compensation Plan.

Should the Executive's regular pension be derived in whole or in part from a Related Plan, or should the Executive have deferred amounts in the Deferred Compensation Plan of the Company in cash units rather than Unit Shares, appropriate adjustments in or to the above formula shall be made by the Committee to carry out the intent inherent in such formula.

If the Executive retires before attaining age 65, and/or receives benefits in a form other than life-only, appropriate actuarial adjustments will be made to such benefit in accordance with the actuarial adjustments used in the Pension Plan for these situations, except that there will be no adjustment to the amount

in paragraph (f) of step 2 and the only adjustment to the amount in paragraph
(e) of step 2 will be in the case of early retirement.

SECTION 4.2. RESTORATION OF DB PLAN BENEFITS LOST DUE TO TRANSFER TO A JOINT VENTURE COMPANY. For purposes of this Section 4.2 only, all amounts payable in the form of a defined contribution benefit shall be converted, using the appropriate actuarial basis as stated herein, to a benefit payable in the form of a monthly life annuity. After the benefit payable from this Plan in respect of joint venture service has been determined, the Executive may elect to receive it in a lump sum that is the Actuarial Equivalent of the monthly benefit.

If an Executive transfers to a joint venture company, this Plan shall pay an additional benefit equal to the excess of (1) the benefit that the Executive would have received from all of the Company's qualified and nonqualified defined benefit pension plans, if participation under all of those plans had continued uninterrupted for the period during which the Executive is employed by the joint venture company, and if such plans had not been curtailed, over (2) the actual amounts payable from the combination of the Company's qualified and nonqualified pension plans (including the Actuarial Equivalent amounts from or related to the DC Plan) plus the joint venture company qualified and nonqualified pension and capital accumulation plans as described below.

For purposes of this Section 4.2, the joint venture company plans considered and the bases for imputing pension amounts that are paid in the form of a monthly life annuity from such plans for purposes of calculating the excess described in the preceding paragraph shall be as follows:

* Notwithstanding any distribution or any transfer of benefits to a defined contribution plan, all qualified defined benefit plans, ERISA excess defined benefit plans, and compensation

limit defined benefit plans, with monthly benefits assumed payable in the form of a single life annuity commencing at the same time as benefits commence under this Section 4.2.

* All qualified defined contribution pension plan, ERISA excess defined contribution pension plan, and compensation limit defined contribution pension plan accumulations or book accruals resulting from contributions of the joint venture company along with investment gains or losses on such accumulations or accruals, excluding any amounts transferred from a defined benefit plan. For purposes of imputing the pension amount, the account balance or book accrual at the time benefits under this Section 4.2 commence shall be converted to a single life annuity commencing at the same time as benefits commence under this Section 4.2 using the mortality and interest rate assumptions set out in such plan or, if such plan does not state such assumptions, then using the Actuarial Equivalent basis defined in Section 1.1 of this Plan.

* All qualified 401(k) plan, ERISA excess 401(k) plan, or compensation limit 401(k) plan accumulations or book accruals resulting from employer basic, matching, or equalizer contributions (but not employee deferral contributions) and investment earnings or losses credited to such contributions or accruals in such plans of the joint venture company. For purposes of imputing the pension amount, the account balance or book accrual at the time benefits under this Section 4.2 commence shall be converted to a single life annuity commencing at the same time as benefits commence under this Section 4.2, using the Actuarial Equivalent basis defined in Section 1.1 of this Plan.

SECTION 4.3. AMOUNT OF BENEFIT RELATED TO THE DC PLAN. For purposes of this Section 4.3, the Company shall establish a

bookkeeping account for each Executive, that is tied to the respective Executive's Account under Section 4.1 of the DC Plan. The Company shall allocate amounts to the respective bookkeeping accounts of Executives that are not allocated to their Accounts under the DC Plan, the ERISA Compensation Limit Benefit Plan for Dresser Industries, Inc., and the ERISA Excess Benefit Plan for Dresser Industries, Inc., because the Executive deferred amounts under the Company's Deferred Compensation Plan or because the Executive transferred to a joint venture company as provided in Section 4.2. The Company further shall segregate the Executive accounts under this Plan into subaccounts that are tied to the respective Executives' Pretax Contributions, Matching Contributions, Basic Contributions, and Pension Equalizer Contributions under the DC Plan. The Company further shall accrue the same rate of investment return to these subaccounts as earned on the Executives' respective subaccounts in the DC Plan.

SECTION 4.4. INDIVIDUAL EXCEPTION. Due to the loss of retirement benefits experienced because of departure from his prior employer, and as an incentive to accept employment with the Company, the Company will provide George Juetten a retirement benefit which is at least the Actuarial Equivalent of a straight life annuity of $125,000 per year commencing at age 65. To the extent that the Actuarial Equivalent of this retirement benefit exceeds the Actuarial Equivalent of the total amount payable to George Juetten from all of the Company's defined contribution and defined benefit plans (both qualified and nonqualified), then, notwithstanding the amount of benefits payable to George Juetten under Sections 4.1-4.3 of this Plan, the balance of the promised benefit shall be paid from this Plan, in accordance with the terms of Section 4.5.

Notwithstanding the foregoing, no benefit shall be paid under this Section 4.4 if:

(a) George Juetten terminates employment with the Company before earning five (5) years of service; or

(b) George Juetten is terminated with cause (including, but not by way of limitation, termination for unsatisfactory job performance, insubordination, or failure to adhere to Company policy) after earning five (5) years of service, but before earning fifteen (15) years of service.

SECTION 4.5. FORM OF BENEFIT RELATED TO DB PLANS.

(a) Regarding married Executives who die while employed, the form of benefit shall be the Spouse's Death Benefit as provided in the Pension Plan or the comparable benefit, if any, provided in a Related Plan (whichever is applicable). If there is no comparable benefit under the Related Plan, no benefit will be payable under this Plan with respect to service under the Related Plan.

(b) For Executives who retire, the form of benefit shall be the Standard Benefit Form as provided in the Pension Plan or the comparable benefit provided in a Related Plan, whichever is applicable. Provided, however, an Executive may request payment in another form of benefit provided in the Pension Plan or a comparable option in a Related Plan, that is different from the form in which he will receive benefits under the Pension Plan or a Related Plan, in which case the Committee shall in its sole discretion grant or deny such request. All forms of benefit shall be calculated using the same factors as those used in determining such forms of benefit under the Pension Plan or comparable benefit provided under a Related Plan.

(c) If the benefit is to be paid in a lump-sum form of payment, the basic principle is eligibility for payment in this form and the calculation of the benefit from this Plan shall be determined using the criteria from the Pension Plan or the Related Plan from which the lump sum under this Plan emanates. Furthermore, the lump sum payable from this Plan shall restore the amount of

lump sum otherwise payable from the Pension Plan, a Related Plan, or any nonqualified pension plans of the Company, lost because actuarial conversion factors of the various qualified and nonqualified plans of the joint venture company are not the same as the Pension Plan.

SECTION 4.6. FORM OF BENEFIT RELATED TO THE DC PLAN. Benefits under this Plan that are tied to the DC Plan shall be payable in a lump sum to the Employee, or to the Employee's DC Plan Beneficiary in the event of the Employee's death. The Employee may elect that Plan benefits be paid to another person or in a different form authorized under the DC Plan.

SECTION 4.7. TIME OF BENEFIT PAYMENTS. Benefits due under this Plan shall be determined by the Committee at the time of the Executive's termination of employment. Except in the case of a lump-sum payment, such benefits shall be paid by the Company monthly in advance. In the case of a lump-sum payment, such payment shall be made as closely as practicable to the time such payment would be made if it were paid from the Pension Plan. Such payments shall be made by the Company out of its general assets and shall not be funded in any manner.

ARTICLE V
VESTING AND FORFEITURE

SECTION 5.1. VESTING. No person shall have or vest in any benefits under this Plan prior to the time such person becomes eligible under Section 3.2. No Executive (nor the spouse of such person) whose employment is terminated for cause, as determined by the Committee, shall vest in any benefits under this Plan, even if such termination is deemed a retirement under provisions of the Pension Plan, a Related Plan or the DC Plan.

SECTION 5.2. FORFEITURE. The Committee may declare forfeited any or all future benefits of an Executive (and/or his spouse) if the Committee in its sole discretion determines that such person has taken or allowed any action that is inimical to the best interest of the Company, including but not limited to competing with or assisting others to compete with the Company.

ARTICLE VI
ADMINISTRATION

SECTION 6.1. DUTIES OF COMMITTEE. This Plan shall be administered by the Committee in accordance with its terms and purposes. The Committee shall have the sole discretionary duty and authority to interpret the provisions of this Plan (and any private letter agreement affecting an Executive's benefits under the Plan) and determine the amount and manner of payments of the benefits due to or on behalf of each Executive from this Plan and shall cause them to be paid accordingly.

SECTION 6.2. FINALITY OF DECISIONS. The decisions made and the actions taken by the Committee in the administration of this Plan shall be final and conclusive on all persons, and the members of the Committee shall not be subject to individual liability with respect to this Plan.

ARTICLE VII
CLAIMS AND APPEAL PROCEDURES

SECTION 7.1. PURPOSE. The purpose of the claims and appeal provisions set forth in Sections 7.1 through 7.11 is to secure the speedy, inexpensive resolution of all disputes over Plan benefits and rights granted by the Plan. These provisions shall be

liberally construed so as to avoid litigation and its attendant expenses.

SECTION 7.2. CLAIMS PROCEDURE. Each person who claims entitlement to any right or benefit under the Plan ("claimant") may submit a claim with respect to that benefit or right under the procedure set forth in the Dresser Industries, Inc. Retirement Savings Plan-A.

SECTION 7.3 APPEAL PROCEDURE. When a claim has been or is deemed denied, the claimant (hereinafter referred to as appellant) shall have the right within 60 days after receipt of written notice thereof or the date the claim is deemed denied to file an appeal with the Committee and to go through the appeal procedure herein set forth. All appeals shall be in writing, and shall set forth the reasons why the appellant believes the decision denying his claim is erroneous. The Committee shall render a decision on the appeal in writing not later than 60 days after receipt of the written appeal.

The decision of the Committee shall be final and shall be binding upon the appellant, his beneficiaries, heirs, and assigns and all other persons claiming by, through or under him.

A failure to file a claim and an appeal in the manner and within the time limits set forth herein shall be deemed a failure by the aggrieved party to exhaust his administrative remedies and shall constitute a waiver of the rights or benefits sought to be established under the Plan.

SECTION 7.4. EXHAUSTION OF ADMINISTRATIVE REMEDIES. No legal action to recover Plan benefits or to enforce or to clarify rights under the Plan shall be commenced under section 502(a)(1)(B) of ERISA, or under any other provisions of law, whether or not statutory, unless and until the claimant first shall have exhausted the claims and appeal procedures available to him hereunder in Sections 7.1-7.3. A claimant must raise all issues and present all

theories relating to his claim to the Committee at one time. Otherwise, the claimant shall be deemed to have abandoned forever all issues and theories not raised and presented to the Committee.

SECTION 7.5. LIMITATION ON ACTIONS. Any suit brought to contest a decision of the Committee shall be filed in a court of competent jurisdiction within 1 year from receipt of written notice of the Committee's final decision or from the date the appeal is deemed denied, and any suit not filed within this 1-year limitation period shall be dismissed by the court. Service of legal process shall be made upon the Plan by service upon the Committee.

SECTION 7.6. FEDERAL PREEMPTION. All state law causes of action that arise out of or relate to this Plan or to entitlement to rights or benefits under the Plan shall be deemed to have been preempted by section 514 of ERISA.

SECTION 7.7. NO RIGHT TO JURY TRIAL; EVIDENCE. In any suit contesting a decision of the Committee, all issues of fact shall be tried by the court and not by a jury. No evidence may be introduced in court which was not previously presented to the Committee and no evidence may be introduced to modify or contradict the terms of the Plan document.

SECTION 7.8. SCOPE OF REVIEW. The Committee shall have full discretionary authority to interpret and apply the terms of this Plan document and other relevant documents and relevant provisions of law, and deference shall be afforded the Committee's decisions. This grant of authority shall be broadly construed and shall include the authority to find facts, to reach conclusions of law, to interpret and apply ambiguous terms, and to supply missing terms reasonably necessary to resolution of claims and appeals. No finding of fact by the Committee shall be set aside by a court unless the party contesting the finding shall prove by clear and convincing evidence that the finding is arbitrary and capricious. No conclusion of law reached by the Committee shall be reversed by

a court unless the party contesting the conclusion shall demonstrate that the Committee is guilty of manifest disregard of law.

SECTION 7.9. LIMITATION ON DAMAGES. In any suit over Plan benefits or rights, recovery shall be limited to the amount of benefits found due, without interest, or to specific enforcement of rights established under the Plan, and shall not include any other damages whether denominated incidental, special, consequential, collateral, compensatory, exemplary, punitive or whatever.

SECTION 7.10. PARTICIPANT PLAN DATA. The Committee may issue, or cause to be issued, from time to time statements to employees, participants, retirees or beneficiaries indicating eligibility, service or other data regarding their Plan benefits. If any such person wishes to challenge the accuracy of such data, the person shall do so in the manner and within the time limits set forth above in Sections 7.1-7.9.

SECTION 7.11. FINAL DETERMINATION OF RIGHTS AND BENEFITS. After termination of the Plan, the Committee may direct a final determination of the rights and benefits of some or all persons having an interest in the Plan. The determination with respect to any person may be mailed to that person at his last known address and that person may be given 90 days within which to challenge the determination through the claims and appeal procedures set forth in Sections 7.1-7.10. The mailing of a copy of a determination to a person at his last known address shall be deemed constructive receipt by that person of a copy of the determination. Any determination not challenged through the claims and appeals procedures shall govern a person's rights under the Plan, and the rights of any person claiming by, through or under him.

ARTICLE VIII
AMENDMENT AND TERMINATION

SECTION 8.1. AMENDMENT AND TERMINATION. The Company intends to maintain this Plan as long as it is appropriate. However, the Company reserves the right to amend and/or terminate it at any time.

ARTICLE IX
MISCELLANEOUS

SECTION 9.1. NO EMPLOYMENT RIGHTS. Nothing contained in this Plan shall be construed as a contract of employment between the Company or any subsidiary or joint venture company and any employee, or as a right of any employee to be continued in the employment of the Company, or as a limitation of the right of the Company to discharge any of its employees with or without cause.

SECTION 9.2. ASSIGNMENT. The benefits payable under this Plan may not be assigned or alienated.

DRESSER INDUSTRIES, INC.

Title: V.P. - Human Resources

THE M. W. KELLOGG RETIREMENT PLAN

(Amended and Restated Effective January 1, 1989)

THE M. W. KELLOGG RETIREMENT PLAN

(As Amended and Restated Effective January 1, 1989)

                                TABLE OF CONTENTS

                                                                            Page


Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

SECTION 1   Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .   2

            Actuarial Equivalent . . . . . . . . . . . . . . . . . . . . . .   2
            Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
            Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
            Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
            Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
            Credited Service . . . . . . . . . . . . . . . . . . . . . . . .   2
            Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
            Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
            Final Average Annual Earnings. . . . . . . . . . . . . . . . . .   5
            Final Average Monthly Earnings . . . . . . . . . . . . . . . . .   5
            Hour of Service. . . . . . . . . . . . . . . . . . . . . . . . .   6
            Monthly Earnings . . . . . . . . . . . . . . . . . . . . . . . .   6
            Participant. . . . . . . . . . . . . . . . . . . . . . . . . . .   7
            Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
            Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
            Prior Plan . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
            Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
            Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
            Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
            Vesting Service. . . . . . . . . . . . . . . . . . . . . . . . .   7

SECTION 2   Effective Date . . . . . . . . . . . . . . . . . . . . . . . . .   9

SECTION 3   Participation. . . . . . . . . . . . . . . . . . . . . . . . . .  10

SECTION 4   Participant's Contributions. . . . . . . . . . . . . . . . . . .  11

SECTION 5   Retirement Date. . . . . . . . . . . . . . . . . . . . . . . . .  12

     5.1    Normal Retirement Date . . . . . . . . . . . . . . . . . . . . .  12

                                       -i-

     5.2    Early Retirement Date. . . . . . . . . . . . . . . . . . . . . .  12
     5.3    Postponed Retirement Date. . . . . . . . . . . . . . . . . . . .  12
     5.4    Retirement Date. . . . . . . . . . . . . . . . . . . . . . . . .  12

SECTION 6   Amount of Normal Retirement Income . . . . . . . . . . . . . . .  13

     6.1    Computation of Annual Normal Retirement Income Credit
              at Normal Retirement Date. . . . . . . . . . . . . . . . . . .  13
     6.2    Normal Forms of Retirement Income Payments at
              Participant's Retirement Date. . . . . . . . . . . . . . . . .  14
     6.3    At Early Retirement Date . . . . . . . . . . . . . . . . . . . .  16
     6.4    At Postponed Retirement Date . . . . . . . . . . . . . . . . . .  16
     6.5    Former Participants. . . . . . . . . . . . . . . . . . . . . . .  16
     6.6    No Duplication of Benefits . . . . . . . . . . . . . . . . . . .  16
     6.7    Limitation on Benefits . . . . . . . . . . . . . . . . . . . . .  16

            I)   Single Defined Benefit Plan . . . . . . . . . . . . . . . .  16
            II)  Two or More Defined Benefit Plans . . . . . . . . . . . . .  19
            III) Defined Contribution Plan and Defined Benefit Plan. . . . .  19
            IV)  Definitions . . . . . . . . . . . . . . . . . . . . . . . .  21

     6.8    Minimum Amount of Retirement Income. . . . . . . . . . . . . . .  23
     6.9    Offset for Benefits Provided Under Prior Plan. . . . . . . . . .  24
     6.10   Disability . . . . . . . . . . . . . . . . . . . . . . . . . . .  25

SECTION 7   Death Benefits . . . . . . . . . . . . . . . . . . . . . . . . .  26

     7.1    Spouse's Guaranty. . . . . . . . . . . . . . . . . . . . . . . .  26

SECTION 8   Termination of Service . . . . . . . . . . . . . . . . . . . . .  27

     8.1    Vesting Requirements . . . . . . . . . . . . . . . . . . . . . .  27
     8.2    Benefits Payable on Termination of Service Before Vesting. . . .  27
     8.3    Benefits Payable on Termination of Service After Vesting . . . .  27

SECTION 9   Optional Forms of Retirement Income. . . . . . . . . . . . . . .  28

     9.1    General Provisions Relative to Options . . . . . . . . . . . . .  28
     9.2    Contingent Retirement Income Option. . . . . . . . . . . . . . .  28
     9.3    Life-Ten Years Certain Option. . . . . . . . . . . . . . . . . .  29
     9.4    Lump-Sum Cash Distribution Option. . . . . . . . . . . . . . . .  30
     9.5    Straight Life Annuity Option . . . . . . . . . . . . . . . . . .  33

                                          -ii-

SECTION 10  Payment of Retirement Income. . . . . . . . . . . . . . . . . .  34

     10.1   Small Benefits. . . . . . . . . . . . . . . . . . . . . . . . .  34
     10.2   Facility of Payment . . . . . . . . . . . . . . . . . . . . . .  34
     10.3   Certain Suspensions of Payments . . . . . . . . . . . . . . . .  34
     10.4   Commencement of Payments. . . . . . . . . . . . . . . . . . . .  35
     10.5   Participant's Right to Transfer Eligible Rollover
              Distribution. . . . . . . . . . . . . . . . . . . . . . . . .  35

SECTION 11  Non-Alienation of Benefits. . . . . . . . . . . . . . . . . . .  37

SECTION 12  Administration. . . . . . . . . . . . . . . . . . . . . . . . .  38

     12.1   Establishment of the Committee. . . . . . . . . . . . . . . . .  38
     12.2   Organization of the Committee . . . . . . . . . . . . . . . . .  38
     12.3   Powers of the Committee . . . . . . . . . . . . . . . . . . . .  38
     12.4   Duties of the Committee . . . . . . . . . . . . . . . . . . . .  39
     12.5   Actions by the Committee. . . . . . . . . . . . . . . . . . . .  39
     12.6   Actuarial Tables and Studies. . . . . . . . . . . . . . . . . .  39
     12.7   Accounts and Reports. . . . . . . . . . . . . . . . . . . . . .  40
     12.8   Discretionary Action. . . . . . . . . . . . . . . . . . . . . .  40
     12.9   Action Taken in Good Faith. . . . . . . . . . . . . . . . . . .  40
     12.10  Indemnification . . . . . . . . . . . . . . . . . . . . . . . .  40
     12.11  Claims Procedure. . . . . . . . . . . . . . . . . . . . . . . .  40
     12.12  Claims Review Procedure . . . . . . . . . . . . . . . . . . . .  41
     12.13  Disputed Benefits . . . . . . . . . . . . . . . . . . . . . . .  42
     12.14  Responsibilities of Named Fiduciaries Other than the Committee.  42
     12.15  Allocation of Responsibilities. . . . . . . . . . . . . . . . .  42
     12.16  Designation of Persons to Carry Out Responsibilities of
            Named Fiduciaries . . . . . . . . . . . . . . . . . . . . . . .  42
     12.17  Payment of Expenses . . . . . . . . . . . . . . . . . . . . . .  42

SECTION 13  Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . .  43

     13.1   No Enlargement of Employee Rights . . . . . . . . . . . . . . .  43
     13.2   Transfer to Status of Employee. . . . . . . . . . . . . . . . .  43
     13.3   Transfer from Status of Employee. . . . . . . . . . . . . . . .  44
     13.4   Notice of Address . . . . . . . . . . . . . . . . . . . . . . .  44
     13.5   Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
     13.6   Merger or Consolidation of Plan . . . . . . . . . . . . . . . .  45
     13.7   Unclaimed Benefits. . . . . . . . . . . . . . . . . . . . . . .  45
     13.8   Temporary Limitations . . . . . . . . . . . . . . . . . . . . .  45

                                       -iii-

SECTION 14  Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47

     14.1   Trusts and Insurance Contracts. . . . . . . . . . . . . . . . .  47
     14.2   Contributions . . . . . . . . . . . . . . . . . . . . . . . . .  47
     14.3   Irrevocability. . . . . . . . . . . . . . . . . . . . . . . . .  47
     14.4   Payment of Benefits . . . . . . . . . . . . . . . . . . . . . .  48

SECTION 15  Qualification under Internal Revenue Code . . . . . . . . . . .  49

SECTION 16  Amendment and Termination . . . . . . . . . . . . . . . . . . .  50

     16.1   Authority to Amend or Terminate . . . . . . . . . . . . . . . .  50
     16.2   Effect of Termination . . . . . . . . . . . . . . . . . . . . .  50
     16.3   Trust Fund Continuation . . . . . . . . . . . . . . . . . . . .  51

SECTION 17  Top-Heavy Plan Requirements . . . . . . . . . . . . . . . . . .  52

     17.1   General Rule. . . . . . . . . . . . . . . . . . . . . . . . . .  52
     17.2   Vesting Provisions. . . . . . . . . . . . . . . . . . . . . . .  52
     17.3   Minimum Benefit Provisions. . . . . . . . . . . . . . . . . . .  52
     17.4   Limitation on Compensation. . . . . . . . . . . . . . . . . . .  53
     17.5   Limitation of Benefits. . . . . . . . . . . . . . . . . . . . .  53
     17.6   Coordination With Other Plans . . . . . . . . . . . . . . . . .  54
     17.7   Distributions to Certain Key Employees  . . . . . . . . . . . .  54
     17.8   Determination of Top-Heavy Status . . . . . . . . . . . . . . .  54

APPENDIX A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

THE M.W. KELLOGG RETIREMENT PLAN

(As Amended and Restated Effective January 1, 1989)

INTRODUCTION

The M. W. Kellogg Retirement Plan (the "Plan") was established effective July 1, 1981, following the termination of the Pullman Incorporated Retirement Plan, for Employees of the M. W. Kellogg division of The M. W. Kellogg Company (formerly Pullman Incorporated), a wholly-owned subsidiary of Wheelabrator-Frye, Inc. Effective January 11, 1988, the Company became a wholly-owned subsidiary of Dresser Industries, Inc.

Effective May 31, 1988, the Plan became a frozen plan.

Effective as of January 1, 1989, the Board of Directors of the Company authorized the amendment and restatement of The M. W. Kellogg Retirement Plan as in effect immediately prior to such date in the form of this plan to comply with the provisions of the Tax Reform Act of 1986 and to make certain other changes therein.

The Plan and its related Trust, which is intended to form a part of the Plan, are intended to meet the requirements of Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as well as the requirements of the Employee Retirement Income Security Act of 1974, as either may be amended from time to time.

NOW, THEREFORE, The M. W. Kellogg Company hereby amends and restates in its entirety The M. W. Kellogg Retirement Plan, effective as of January 1, 1989:

SECTION 1

DEFINITIONS

The following words and phrases shall have the respective meanings stated below unless a different meaning is clearly required by the context:

ACTUARIAL EQUIVALENT means a benefit having the same value, determined on an actuarial basis, as the benefit which such Actuarial Equivalent replaces. The determination of an Actuarial Equivalent shall be based on (i) 7.0% interest, except for lump-sum payments, the value of which shall be arrived at as provided in Section 9.4, and (ii) the 1971 TPF&C Forecast Mortality Table Male Rates with a one-year setback for Participants and a five-year setback for beneficiaries. An Actuarial Equivalent shall be determined by an actuary appointed by the Company and such determination shall be conclusive. For purposes of determining the $3,500 threshold on lump-sum payments, the interest rate shall not exceed the interest rate which would be used (as of the beginning of the Plan Year) by the Pension Benefit Guaranty Corporation for determining the present value of a lump-sum distribution on Plan termination if the Actuarial Equivalent lump sum value of such vested accrued benefit (using such rate) is not in excess of $25,000.

AFFILIATE means a corporation or other trade or business which is not an Employer under this Plan but which, together with an Employer, is "under common control" within the meaning of Code Section 414(b) or (c), as modified by Code Section 415(h) where applicable; any organization (whether or not incorporated) which, together with an Employer, is a member of an "affiliated service group" within the meaning of Code Section 414(m); and any other entity required to be aggregated with the Employer pursuant to regulations under Code
Section 414(o).

CODE means the Internal Revenue Code of 1986, as amended.

COMMITTEE means the Administrative Committee appointed by the Company to act as administrator of the Plan and to perform the duties described in
Section 12.

COMPANY means The M. W. Kellogg Company, a Delaware corporation, or any predecessor or successor corporation.

CREDITED SERVICE means the total number of months (for which he receives or is entitled to receive compensation) of an Employee's latest period of uninterrupted employment with the Company. Credited Service shall not include any period during which an individual is included in a recognized collective bargaining unit represented by a union with which the Company has entered into a collective bargaining agreement, or any period during which an individual is employed for the specific purpose of working on a designated construction project for the duration of such project. Each Employee who was a Participant

in the Prior Plan on June 30, 1981 shall be credited with Credited Service equal to the Continuous Service credited to him as of June 30, 1981 under the Prior Plan.

An individual's Credited Service also shall include the following periods of time regardless of whether he receives compensation therefor from the Company:

(a) any period of absence from active employment with the Company prior to his Retirement Date of up to 24 months due to layoff;

(b) any period of absence from active employment with the Company prior to his Retirement Date due to "Disability." "Disability" shall constitute a mental or physical condition of such individual which the Committee, on the basis of evidence satisfactory to it, finds to be a permanent condition which renders such individual unfit to perform the duties of an Employee, as such duties shall be determined by the Committee;

(c) any period of absence from active employment with the Company prior to his Retirement Date due to service in the United States Armed Forces provided he is reemployed by the Company in accordance with applicable statutes following his discharge from military service;

(d) any period of absence from active employment with the Company prior to his Retirement Date due to a Company directed leave of absence, and a period of up to 12 months during which an Employee is absent from work by reason of the Employee's pregnancy, the birth of a child of the Employee or the placement of a child with the Employee in connection with the adoption of such child by the Employee or for purposes of caring for such child for the period immediately following such birth or placement, which period shall be considered as a Company directed leave of absence for the purposes of Section 1 hereof; and/or

(e) any other period of absence from active employment with the Company if such Employee is again credited with an hour of service within 12 months of the date such absence began.

In computing the Credited Service of an Employee, an hour for which he is paid or entitled to payment by the Company during any calendar day within a calendar month shall be counted as service for the full calendar month. No Employee shall receive credit for more than 1 month of Credited Service for any 1 calendar month nor shall he receive credit for more than 12 months of Credited Service during any Plan Year.

An Employee will incur a break in his Credited Service on the last day of the calendar month in which his employment is terminated.

When an Employee's Continuous Service is broken as a result of (i) his failure or refusal to return to work for the Company promptly after a sick leave or an authorized leave of absence, or after he recovers from disability; or
(ii) his leaving the employ of the Company for service in the Armed Forces of the United States and fails to make application for reemployment by the Company in accordance with applicable statutes following his discharge from military service, such break shall be deemed to have occurred as of the end of the last calendar month during any part of which there was an hour in which he was paid or entitled to payment by the Company; provided, however, that if the authorized leave of absence referred to in (i) above was a Company directed leave of absence, the break shall be deemed to have occurred on the last day of the calendar month during which such leave of absence is terminated by the Company. When an Employee's Continuous Service is broken as a result of any of the other causes listed above, such break shall be deemed to have occurred on the last day of the calendar month during which the event which caused such break took place.

If an Employee who has met the requirements for vesting set forth in
Section 8 hereof incurs a break in his Credited Service as a result of any of the causes listed above and subsequently returns to the employ of the Company, his participation in the Plan shall be reinstated immediately. He shall retain his previously accumulated Credited Service and he shall be credited with additional Credited Service for his continuous employment with the Company after such return.

If an Employee who has not met the requirements for vesting set forth in Section 8 hereof incurs a break in his Credited Service and subsequently returns to the employ of the Company, his participation in the Plan shall be reinstated immediately. If the total period of time elapsed from the effective date of such break to the effective date of his reemployment is less than the greater of (a) 60 consecutive months and (b) the period of his previous employment, he shall retain his previously accumulated Credited Service and he shall be credited with additional Credited Service for his continuous employment during such new period of employment. If the total period of time elapsed from the effective date of such break to the effective date of his reemployment equals or exceeds the greater of (a) 60 consecutive months and (b) his months of previously accumulated Credited Service, he shall forfeit his previously accumulated Credited Service and shall be credited with Credited Service for his continuous service during such new period of employment.

No individual shall accrue Credited Service with respect to employment after May 31, 1988.

EMPLOYEE means any person employed by the Company other than (a) an individual whose terms of employment are governed by a collective bargaining agreement unless such collective bargaining agreement specifically provides otherwise; (b) an individual compensated on an hourly wage as opposed to salary basis (except as provided in (a) above); (c) an individual who is a consultant;
(d) an individual hired to work only on a specific project or projects from time to time; and (e) an individual hired as a non-benefit direct contract Employee. An Employee shall include (i) any individual who is a United States citizen and who is (1) employed on a regular, non-temporary basis by a foreign subsidiary of the Company which has not adopted the Plan (but only if such foreign subsidiary is covered by an agreement entered into under section 3121(1) of the Code), or
(2) employed by a domestic subsidiary of the Company which has not adopted the Plan and which is primarily engaged in business outside the United States, provided in either case, such individual is not covered under a funded deferred compensation plan maintained by such subsidiary with respect to remuneration paid to such individual by such subsidiary or (ii) a leased Employee within the meaning of Section 414(n)(2) of the Code.

EMPLOYER means the Company, and any other Affiliate that may adopt this Plan in the future and the successors, if any, to such Affiliate.

FINAL AVERAGE ANNUAL EARNINGS means 12 times a Participant's Final Average Monthly Earnings.

FINAL AVERAGE MONTHLY EARNINGS means:

(i) for a Participant who has accumulated 120 or more months of Credited Service the higher of (1) the average of his Monthly Earnings during the last 60 months of his Credited Service or (2) the average of his Monthly Earnings during that combination of any 5 consecutive calendar years during the last 120 months of his Credited Service which produces the highest average Monthly Earnings,

(ii) for a Participant who has accumulated more than 60 but less than 120 months of Credited Service the higher of (1) the average of his Monthly Earnings during the last 60 months of his Credited Service or (2) the average of his Monthly Earnings during that combination of any 5 consecutive calendar years during the entire period of his Credited Service which produces the highest average Monthly Earnings, and

(iii) for a Participant who has accumulated 60 or less months of Credited Service prior to his Retirement Date the average of his Monthly Earnings during the entire period of his Credited Service.

Notwithstanding the foregoing provisions of this paragraph, if a Participant is totally Disabled on his Retirement Date or if he was on layoff or on a Company directed leave of absence immediately prior to the date on which his Credited Service is broken, the calculation of his Final Average Monthly Earnings shall be made using only the appropriate portion of his Credited Service which was accumulated prior to the date on which he became disabled, the date he was placed on layoff or the date on which he commenced such leave of absence, whichever is applicable, and using only his Monthly Earnings during such portion of his Credited Service.

The determination of "Final Average Monthly Earnings" shall not include any compensation paid to or earned by a Participant after May 31, 1988.

HOUR OF SERVICE means

(1) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Company. These hours shall be credited to the Employee for the computation period in which the duties are performed; and

(2) Each hour for which an Employee is paid, or entitled to payment, by the Company on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. No more than 501 hours of service shall be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). Hours under this paragraph shall be calculated and credited pursuant to
Section 2530.200b-2 of the Department of Labor Regulations which are incorporated herein by this reference; and

(3) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Company. The same hours of service shall not be credited both under paragraph (1) or paragraph (2), as the case may be, and under this paragraph (3). These hours shall be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made.

MONTHLY EARNINGS means, for periods prior to July 1, 1981, the total compensation received by a Participant in any one calendar month including the salary or wages paid plus such other compensation, if any, paid to the Participant which is determined to be includable under uniform rules established by the Company in accordance with Section 12 hereof. Subject to Section 13.2 hereof, for periods after

June 30, 1981 but prior to January 1, 1984, "Monthly Earnings" means the compensation paid during a Plan Year (excluding tuition reimbursement, moving expense allowances, severance payments, vacation payoffs and pay in lieu of notice) divided by the number of months within that Plan Year for which the Participant earns Credited Service.

For periods after January 1, 1984, "Monthly Earnings" means compensation paid a Participant during a Plan Year including base pay, overtime, management bonuses of up to 50% of base pay, extended work-week and shift differential payments and interim travel pay, and including amounts deferred by such Participant pursuant to an option authorized by section 125 and/or section 401(k) of the Code under a plan adopted by a Company, but excluding contributions to any other deferred compensation program (including this Plan), stock options, restricted stock, and any other form of extraordinary remuneration, including, but not limited to, overseas or cost-of-living allowances, divided by the number of months within that Plan Year included in the Participant's Credited Service.

No compensation paid to a Participant after May 31, 1988 shall be included in "Monthly Earnings" for any purpose under the Plan.

Effective January 1, 1989, in no event shall the Monthly Earnings taken into account under the Plan for any Employee annually exceed $200,000 prior to January 1, 1994, or $150,000 on or after January 1, 1994, or such other dollar amount as may be prescribed by the Secretary of the Treasury or his delegate. For purposes of applying the applicable limit on Monthly Earnings, the family unit of an Employee who either is a 5% owner or is both a highly compensated Employee and one of the ten most highly compensated Employees will be treated as a single Employee with Monthly Earnings, and the $200,000 limit will be allocated among the members of the family unit in proportion to the total Monthly Earnings of each member of the family unit. For this purpose, a family unit consists of the Employee who is a 5% owner or one of the ten most highly compensated Employees, the Employee's spouse, and the Employee's lineal descendants who have not attained age 19 before the close of the year.

PARTICIPANT means any Employee who meets the requirements of
Section 3.

PLAN means The M. W. Kellogg Retirement Plan, as established effective July 1, 1981 and as amended and restated effective January 1, 1989, and as hereafter amended from time to time.

PLAN YEAR means the twelve-month period commencing May 1 of each calendar year and ending April 30 of the following calendar year.

PRIOR PLAN means the Pullman Incorporated Retirement Plan as in effect on June 30, 1981, the date of its termination.

TRUST means the trust or trusts established for receiving, holding, investing and disposing of the Trust Fund, as provided in Section 14.

TRUSTEE means the Trustee of a Trust.

TRUST FUND means the money or other property or assets which shall be held from time to time by the Trustee or Trustees under the Trust.

VESTING SERVICE means the total number of years of Credited Service for which he receives or is entitled to receive compensation except that if, in any calendar year, an Employee is credited with at least 1,000 Hours of Service, he shall be credited with one year of Vesting Service and if he is credited with at least 500 hours of service, he shall not suffer a break in Vesting Service for such calendar year. If, in any calendar month, an Employee is credited with at least one hour of service, he shall be credited with 190 hours of service for that month.

Whenever used herein, singular words shall include the plural and masculine words shall include the feminine unless the context clearly indicates a distinction.

SECTION 2

EFFECTIVE DATE

The provisions of the Plan are effective as of January 1, 1989 unless otherwise specified herein.

SECTION 3

PARTICIPATION

Each Employee who was a Participant in the Prior Plan on June 30, 1981 shall automatically become a Participant in the Plan on July 1, 1981.

Each other Employee who was in the employ of the Company on June 30, 1981 or who is employed by the Company after such date shall automatically become a Participant in the Plan as of the first day of the calendar month next following the latest of (i) the date on which he accumulates 12 months of Credited Service, (ii) the date on which he becomes an Employee, or (iii) the date on which he attains his 21st birthday, provided he has not attained his 65th birthday. Notwithstanding the foregoing, an Employee who is a leased Employee with respect to the Employer within the meaning of Code
Section 414(n)(2) is not eligible to participate in the Plan. No Employee shall become a Participant in the Plan subsequent to June 30, 1985.

If an Employee's employment with the Company and/or Affiliate is terminated during the twelve-month period commencing on the date of his employment and he is reemployed by the Company or an Affiliate during the twelve-month period commencing on the date on which his employment is terminated, he shall be deemed to have completed 12 months of Credited Service for the purpose of determining his eligibility to participate in the Plan on the later of (i) the date on which he would have accumulated 12 months of Credited Service (counting service with the Affiliate as service with the Company for this purpose) if his employment had not been so terminated, or (ii) the date of his reemployment.

SECTION 4

PARTICIPANT'S CONTRIBUTIONS

No Participant shall be required or permitted to make contributions under the Plan.

SECTION 5

RETIREMENT DATE

5.1 NORMAL RETIREMENT DATE. The Normal Retirement Date of a Participant shall be the first day of the month following the month in which he attains his 65th birthday.

5.2 EARLY RETIREMENT DATE. A Participant's "Early Retirement Date" shall be the first day of the month following his termination of service after the Participant has attained age 55 but not age 65. A Participant who retires on an Early Retirement Date shall be entitled to receive the benefit provided for in
Section 6.3.

5.3 POSTPONED RETIREMENT DATE. In the event that any Participant remains in the employ of the Company after his Normal Retirement Date, his "Postponed Retirement Date" shall be the first day of the calendar month next following the date on which he actually retires from employment with the Company, and payment of retirement income to such Participant will not commence until his Postponed Retirement Date.

5.4 RETIREMENT DATE. A Participant's "Retirement Date" is his Normal Retirement Date, his Early Retirement Date, or his Postponed Retirement Date, whichever is applicable.

SECTION 6

AMOUNT OF NORMAL RETIREMENT INCOME

6.1 COMPUTATION OF ANNUAL NORMAL RETIREMENT INCOME CREDIT AT NORMAL RETIREMENT DATE. Subject to the provisions of Subsections 6.5, 6.6, 6.7, 6.8, 6.9 and 6.10 hereof, a Participant who attains his Normal Retirement Date on or after July 1, 1981, and retires shall be entitled to an Annual Normal Retirement Income Credit equal to the sum, not to exceed 60% of his Final Average Annual Earnings, of (i) his Annual Basic Part Retirement Income Credit and (ii) his Annual Supplemental Part Retirement Income Credit, if any, determined as follows:

(A) ANNUAL BASIC PART RETIREMENT INCOME CREDIT. Each Participant shall be credited with an Annual Basic Part Retirement Income Credit equal to 1.0% of the lesser of (a) his Final Average Monthly Earnings and (b) 1/12 of his Integration Level, multiplied by his Credited Service.

Each such Participant who attains his Normal Retirement Date during any calendar year after 1981 and retires shall have an Integration Level equal to the average of maximum wages upon which Social Security taxes are based in each of the calendar years beginning with 1959, or the year of the Participant's 29th birthday, whichever is later, and ending with the calendar year in which the Participant reaches his 64th birthday, assuming no change in the Social Security maximum wage base after the Participant's termination of employment, death or retirement as applicable.

(B) ANNUAL SUPPLEMENTAL PART RETIREMENT INCOME CREDIT. Each such Participant shall be credited with an Annual Supplemental Part Retirement Income Credit equal to 1.6% of the excess, if any, of his Final Average Monthly Earnings over 1/12 of his Integration Level multiplied by his Credited Service.

In the determination of any Annual Normal Retirement Income Credit for a Participant who attains his Normal Retirement Date on or after July 1, 1981 and retires and who, solely because he is a non-resident alien of the United States, does not qualify for United States Social Security benefits on his Retirement Date, the Annual Basic Part Retirement Income Credit for such Participant will be as follows and not as stated in Paragraph (A) of this Subsection 6.1:

1.6% of the lesser of (a) his Final Average Monthly Earnings and
(b) 1/12 of his Integration Level multiplied by his Credited Service less any old age retirement income benefits to which such Participant is entitled under the laws of any country or countries, other than the United States of America and which are not attributable to his contributions under such foreign laws.

A Participant's Annual Normal Retirement Income Credit shall not reflect any Credited Service, Final Average Monthly Earnings, or Monthly Earnings arising from employment subsequent to May 31, 1988.

6.2 NORMAL FORMS OF RETIREMENT INCOME PAYMENTS AT PARTICIPANT'S RETIREMENT DATE. Unless a Participant who retires when he attains his Retirement Date on or after July 1, 1981 elects an optional form of retirement income payment pursuant to Section 9 hereof, retirement income payments shall be made in whichever of the following manners is applicable:

(A) PARTICIPANT WHO IS NOT MARRIED ON HIS RETIREMENT DATE. If such a Participant is not married on his Retirement Date, all retirement income payments under the Plan shall be made to him in equal monthly installments. Each monthly installment shall be equal to 1/12 of his Annual Normal Retirement Income Credit determined in accordance with Section 6.

The first monthly installment shall be payable to such Participant as of his Retirement Date. Subsequent monthly installments shall be payable on the first day of each calendar month thereafter, terminating with the payment made on the first day of the month in which he dies.

(B) PARTICIPANT WHO IS MARRIED ON HIS RETIREMENT DATE. If such a Participant is married on his Retirement Date, all retirement income payments shall be made as follows:

(1) TO THE RETIRED PARTICIPANT: A reduced retirement income, the first monthly payment thereof being payable to him as of his Retirement Date. Subsequent monthly installments shall be payable to him on the first day of each calendar month thereafter throughout his lifetime, terminating with the payment made on the first day of the month in which he dies.

(2) TO THE PARTICIPANT'S SPOUSE: A contingent retirement income, the first monthly payment thereof being payable on the first day of the month following the calendar month in which the Participant dies, if such spouse is living on such date. Subsequent monthly installments shall be payable to such spouse on the first day of each calendar month thereafter throughout such spouse's remaining lifetime, terminating with the payment made on the first day of the month in which such spouse dies. The monthly amount of retirement income payable to such spouse shall be 50% of the reduced retirement income payable to such Participant unless such Participant, prior to his Retirement Date, elects another optional form of retirement income payment pursuant to Section 9 hereof.

Such Participant, prior to his Retirement Date, shall provide the Company with evidence satisfactory to the Company as to his spouse's age. The retirement income payable to such Participant under this Paragraph (B)(2) shall be the Actuarial Equivalent of the retirement income to which he would otherwise be entitled under the Plan. A written explanation of the terms and conditions of the form of benefit under Paragraph (B)(2) and the effect of refusing it will be furnished to a Participant on or about nine months prior to the date when he would first become eligible to commence receiving a benefit hereunder. The Participant may request additional information regarding the benefits under Paragraph (B)(2) within 60 days of the furnishing of such explanation to him. A written reply will be made within 30 days of his request. During an election period beginning 90 days prior to the benefit commencement date, the Participant may elect in writing to the Committee not to receive payment of his vested benefit in the form specified under Paragraph (B)(2), in which case the normal form of payment described in Paragraph (A) shall be applicable unless an optional form becomes operative under Section 9. During the election period the Participant may revoke and choose elections in writing to the Committee. A married Participant who elects not to receive the form specified under Paragraph (B)(2) must obtain the consent of his spouse which shall not be effective unless: (i) Participant's spouse consents in writing to the election;
(ii) the election designates a specific alternate beneficiary (including any class of beneficiaries or any contingent beneficiaries) and a form of benefit which may not be changed without any further spousal consent (or the consent of the spouse expressly permits designations by the Participant without any requirement of further consent by the spouse); (iii) the spouse's consent acknowledges the effect of the election; and (iv) the spouse's consent is witnessed by a Plan representative or notary public. If it is established to the satisfaction of a Plan representative that such written consent may not be obtained because there is no spouse or the spouse cannot be located, a waiver will be deemed a qualified election. Any consent by a spouse under this Section (or establishment that the consent of the spouse cannot be obtained) shall be effective only with respect to such spouse. A consent that permits designations by the Participant without any requirement of further consent by the spouse must acknowledge that the spouse has the right to limit consent to a specific beneficiary, and a specific form of benefit where applicable, and that the spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior waiver may be made by a Participant without the consent of the spouse at any time prior to the commencement of benefits. The number of revocations shall not be limited. For purposes of this Section, the spouse or surviving spouse of the Participant shall be deemed the recipient of the form of benefit under Paragraph (B)(2), provided that a former spouse will be treated as the spouse or surviving spouse to the extent provided under a qualified domestic relations order as described in Section 414(p) of the Code.

In the event that such Participant after meeting the requirements for early retirement as provided in Subsection 5.2 hereof and prior to his Retirement Date either (i) elects to receive retirement income payments in the form described in Subsection 6.2(A), or (ii) elects to receive an optional form of retirement income in

accordance with Section 9 hereof, payment shall be made in accordance with such election. In the event that a Participant's spouse is not living on Retirement Date, payment shall be made in accordance with Section 6.2(A). In the event that the then present value of such Participant's total Normal Retirement Credits is less than $3,500, payment shall be made as provided in Subsection 10.1 hereof.

6.3 AT EARLY RETIREMENT DATE. Subject to the provisions of Subsections 6.5, 6.6, 6.7, 6.8, 6.9 and 6.10 hereof, the annual amount of normal retirement income otherwise payable under the Plan to a Participant whose Retirement Date is his Early Retirement Date and who has elected to commence receiving reduced retirement income payments under the Plan prior to his Normal Retirement Date shall be the reduced retirement income which is a percentage of the normal retirement income he would otherwise have received commencing on his Normal Retirement Date. For the specific formula see table set forth herein as Exhibit A to the Plan.

6.4 AT POSTPONED RETIREMENT DATE. The annual amount of normal retirement income payment to a retired Participant whose retirement income payments are postponed to his Postponed Retirement Date shall be the same annual amount of retirement income which he would have received had he retired on his Normal Retirement Date.

6.5 FORMER PARTICIPANTS. Any participant in the Prior Plan whose employment with the Company or with any subsidiary or Affiliate of the Company was terminated prior to July 1, 1981 and to whom retirement income payments have not commenced prior to July 1, 1981 shall have the annual amount of normal retirement income payable to him, if any, determined in accordance with the provisions of the Prior Plan in effect on the date his employment was so terminated.

6.6 NO DUPLICATION OF BENEFITS. Except, as otherwise provided in Subsection 13.2 or 13.3 hereof, no one shall be entitled to any benefits hereunder with respect to any period of Credited Service for which he is entitled to benefits under any other defined benefit pension or retirement plan, other than Railroad Retirement and Federal Social Security, towards which the Company or any Affiliate makes contributions.

6.7 LIMITATION ON BENEFITS. Notwithstanding any provision of this Plan to the contrary, the total Annual Benefit (as hereinafter defined) received by an Employee shall be subject to the following limitations:

(I) SINGLE DEFINED BENEFIT PLAN

The normal retirement benefit of any Employee under this Plan cannot exceed the lesser of $90,000 (increased annually for Limitation Years beginning after December 31, 1987 in accordance with
Section 415(d) of the Code to reflect cost-of-living adjustments) or 100% of such Employee's

Average Compensation. For purposes of determining whether an Employee's benefits exceed these limitations, the following rules shall apply:

1. Adjustment If Benefit Not Single Life Annuity

If the normal form of benefit is other than a single life annuity, such form must be adjusted actuarially to the equivalent of a single life annuity. This single life annuity cannot exceed the maximum dollar or percent limitations outlined above. No adjustment is required for the following: qualified joint and survivor annuity benefits, pre-retirement disability benefits, pre-retirement death benefits and post-retirement medical benefits.

2. Adjustment If Benefit Commences Before Social Security Retirement Age

If benefit distributions commence before Social Security Retirement Age, the actual retirement benefit cannot exceed the lesser of 100% of the Employee's Average Compensation or the adjusted dollar limitation. The adjusted dollar limitation is the Actuarial Equivalent of $90,000 (adjusted in accordance with Code Section
415(d)) commencing at Social Security Retirement Age.

3. Adjustment If Benefit Commences After Social Security Retirement Age

If Plan benefits commence after Social Security Retirement Age, the dollar limitation shall be adjusted to the Actuarial Equivalent of $90,000 commencing at Social Security Retirement Age.

4. Social Security Retirement Age Defined

"Social Security Retirement Age" as used herein shall mean the age used as the retirement age under Section 216(l) of the Social Security Act, except that such Section shall be applied without regard to the age increase factor and as if the early retirement age under
Section 216(l)(2) of such Act were 62.

5. Interest Assumption

The interest rate used for adjusting the maximum limitations above shall be:

A. For benefits commencing before Social Security Retirement Age and for forms of benefit other than straight life annuity, the GREATER of:

(i) 5%, or

(ii) the rate used to determine actuarial equivalence for other purposes of this Plan.

B. For benefits commencing after Social Security Retirement Age, the LESSER of:

(i) 5%, or

(ii) the rate used to determine actuarial equivalence for other purposes of this Plan.

6. Adjustment For Small Benefits

The limitations set forth in Subsection (I) shall be deemed satisfied if the Annual Benefit payable to a Participant is not more than $1,000 multiplied by the Participant's number of years of service or parts thereof (not to exceed 10) with the Employer, and the Employer has not at any time maintained a defined contribution plan, a welfare plan as defined in Code Section 419(e), or an individual medical account as defined in Code Section 415(l)(2), in which such Participant participated.

7. Reduction For Participation or Service of Less Than 10 Years

If the Employee has less than 10 years of participation in a defined benefit plan of the Employer, the dollar limitation set forth in Subsection (I) shall be reduced by 1/10 for each year of participation (or part thereof) less than 10. If the Employee has less than 10 years of service with the Employer, the compensation limitation set forth in Subsection (I) shall be reduced by 1/10 for each year of service (or part thereof) less than 10. These adjustments shall be applied in the denominator of the "defined benefit plan fraction" based upon years of service. Years of service shall include future years occurring before the Employee reaches age 65, and shall include the year which contains the date the Employee reaches age 65 only if it can be reasonably anticipated that the Employee will receive a year of service for such year.

8. Protected Accrued Benefit

In the case of an Employee who was a participant in one or more defined benefit plans of the Employer as of January 1, 1987, the application of this Section 6.7 shall not cause the maximum annual benefit for such Employee under all such plans to be less than such Employee's Annual Benefit(s) as of December 31, 1986, provided, such plans met the requirements of Code Section 415 for all Limitation Years beginning before May 6, 1986 and any Accrued Benefit is determined without regard to any change in the terms and conditions of the plan (or cost of living adjustment) occurring after May 6, 1986.

(II) TWO OR MORE DEFINED BENEFIT PLANS

If the Employer maintains one or more defined benefit plans in addition to this Plan, the sum of the normal retirement benefits of all plans will be treated as a single benefit for the purposes of applying the limitations in Subsection (I). If these benefits exceed, in the aggregate, the limitations in Subsection (I), the normal retirement benefit under this Plan shall be reduced (but not below zero) until the sum of the benefits of the remaining plans satisfy the limitations.

(III) DEFINED CONTRIBUTION PLAN AND DEFINED BENEFIT PLAN

1. GENERAL RULE: If the Employer maintains (or has ever maintained) one or more defined contribution plans and one or more defined benefit plans, the sum of the "defined contribution plan fraction" and the "defined benefit plan fraction," as defined below, cannot exceed 1.0 for any Limitation Year. For purposes of this paragraph, Employee contributions to a qualified defined benefit plan are treated as a separate defined contribution plan. For purposes of this paragraph, all defined contribution plans of an Employer are to be treated as one defined contribution plan and all defined benefit plans of an Employer are to be treated as one defined benefit plan, whether or not such plans have been terminated.

If the sum of the defined contribution plan fraction and defined benefit plan fraction exceeds 1.0, the Annual Benefit of the defined benefit plans will be reduced so that the sum of the fractions will not exceed 1.0. In no event will the Annual Benefit be decreased below the amount of the accrued benefit to date. If additional reductions are required for the sum of the fractions to equal 1.0, the reductions will then be made to the Annual Additions of the defined contribution plans.

2. Defined Contribution Plan Fraction

A. GENERAL RULE: The defined contribution fraction for any year is 1 divided by 2, where:

1 is the sum of the actual Annual Additions to the Employee's account at the close of the Limitation Year; and

2 is the sum of the lesser of the following amounts determined for such year and for each prior year of service of the Employee:

a. 1.25 times the dollar limitation in effect for each such year (without regard to the special dollar limitations for Employee stock ownership plans), or

b. 1.4 times 25% of the Employee's compensation for each such year.

B. If the Employee was a participant as of January 1, 1987, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the defined benefit fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of December 31, 1986, and disregarding any changes in the terms and conditions of the plans made after May 6, 1986, but using the Code Section 415 limitations applicable to the 1987 Limitation Year. The Annual Additions for any Limitation Year before 1987 shall not be recomputed to treat all Employee contributions as Annual Additions.

3. Defined Benefit Plan Fraction

A. GENERAL RULE: The defined benefit plan fraction for any year is 1 divided by 2, where:

1 is the projected Annual Benefit of the Employee under the Plan (determined as of the close of the Limitation Year), and

2 is the lesser of

a. 1.25 times the dollar limitation (as adjusted in accordance with Code Section 415(d)) for such year, or

b. 1.4 times 100% of the Employee's Average Compensation for the high 3 years (as adjusted in accordance with Code Section 415(d)).

B. Notwithstanding the above, if the Employee was a participant as of January 1, 1987, in one or more defined benefit plans maintained by the Employer which were in existence on May 6, 1986, the denominator of this fraction will not be less than 125% of the sum of the Annual Benefits under such plans which the Employee had accrued as of December 31, 1986, disregarding any changes in the terms and conditions of the plans after May 5, 1986. The preceding sentence applies only if the defined benefit plans individually and in the aggregate satisfied the requirements of Code Section 415 for all Limitation Years beginning before 1987.

(IV) DEFINITIONS. For purposes of this Section, the following defined terms have been used:

1. EMPLOYER: The Company and any other Employer that adopts this Plan. In the case of a group of employers which constitutes a controlled group of corporations (as defined in Code Section 414(b) as modified by Code Section 415(h)) or which constitutes trades and businesses (whether or not incorporated) which are under common control (as defined in Code

Section 414(c) as modified by Code Section 415(h)) or an affiliated service group (as defined in Code Section 414(m)), all such employers shall be considered a single Employer for purposes of applying the limitations of this Subsection.

2. EXCESS AMOUNT: The excess of the Employee's Annual Additions for the Limitation Year over the Maximum Permissible Amount.

3. LIMITATION YEAR: The Plan Year.

4. MAXIMUM PERMISSIBLE AMOUNT: For a Limitation Year, the Maximum Permissible Amount with respect to any Employee shall be the lesser of:

A. $30,000 (increased annually for Limitation Years beginning after December 31, 1987 in accordance with
Section 415(d) of the Code to reflect cost-of-living adjustments), or

B. 25% of the Employee's compensation for the Limitation Year.

5. COMPENSATION: For purposes of determining compliance with the limitations of Code Section 415, compensation shall mean an Employee's earned income, 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, including, but not limited to, commissions paid to salesmen, compensation for services based on a percentage of profits, commissions on insurance premiums, tips and bonuses, and excluding the following:

(a) Employer contributions to a plan of deferred compensation to the extent contributions are not included in gross income of the Employee for the taxable year in which contributed, or on behalf of an Employee to a simplified Employee pension plan to the extent such contributions are deductible under Code Section 219(b)(2), and any distributions from a plan of deferred compensation whether or not includable in the gross income of the Employee when distributed (however, any amounts received by an Employee pursuant to an unfunded nonqualified plan may be considered as compensation in the year such amounts are included in the gross income of the Employee);

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

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

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

For purposes of applying the limitations in this Section, amounts included as compensation are those actually paid or made available to an Employee within the Limitation Year. For Limitation Years beginning after December 31, 1988, compensation shall be limited to $200,000 prior to January 1, 1994, or $150,000 on or after January 1, 1994 (unless adjusted in the same manner as permitted under Code
Section 415(d)). Notwithstanding anything to the contrary in the definition, compensation shall include any and all items which may be includable in compensation under Section 415(c)(3) of the Code.

6. AVERAGE COMPENSATION: The average compensation during an Employee's high 3 years of service, which period is the 3 consecutive calendar years (or, the actual number of consecutive years of employment for those Employees who are employed for less than 3 consecutive years with the Employer) during which the Employee had the greatest aggregate compensation from the Employer.

7. ANNUAL BENEFIT: A benefit payable annually in the form of a straight life annuity (with no ancillary benefits) under a plan to which Employees do not contribute and under which no rollover contributions are made.

8. ANNUAL ADDITIONS: The sum of the following amounts allocated on behalf of an Employee for a Limitation Year:

A. All Employer contributions,

B. All forfeitures, and

C. All Employee contributions.

6.8 MINIMUM AMOUNT OF RETIREMENT INCOME. Notwithstanding the foregoing provisions of this Section 6, each Participant who:

(i) was a Participant in the Prior Plan on March 31, 1980; and

(ii) becomes entitled to retirement income benefits under this Plan

shall be entitled to receive the minimum amount of retirement income provided in this Subsection 6.8 in lieu of the retirement income provided under the provisions of Subsection 6.1, 6.2, 6.3 or 6.4 hereof, whichever is applicable, if the latter amount is less than the minimum amount hereinafter provided in this Subsection 6.8.

In the case of such a Participant the minimum annual amount of retirement income (hereinafter called the Prior Plan Retirement Income Minimum), which he is entitled to receive shall be equal to the amount of retirement income he would have been entitled to receive under the Prior Plan, had the Prior Plan as in effect on March 31, 1980 remained in effect through May 31, 1988. The Prior Plan Retirement Income Minimum shall be computed by applying the provisions of Section 6.1 of the Plan with the following modifications and changes:

(i) the phrase "not to exceed 60% of his Final Average Annual Earnings" in the first paragraph of Section 6.1 shall be replaced by the phrase "not to exceed 45% of his Final Average Annual Earnings";

(ii) the Applicable Integration Level set forth in section 6.1(A) shall be replaced by the following frozen integration table:

Participant's Year                Applicable Integration
     of Birth                              Level
     --------                             -------
   Before 1914                            $ 6,000
   1914 - 1938                              6,600
   1929 - 1935                              7,200
    After 1935                              7,800

(iii) the reference to "1.0%" in Section 6.1(A) shall be changed to ".9%"; and

(iv) the reference to "1.6%" in Section 6.1(B) shall be changed to "1.35%."

6.9 OFFSET FOR BENEFITS PROVIDED UNDER PRIOR PLAN. If a Participant under this Plan was a participant under the Prior Plan and is entitled to any benefit under group annuity contracts purchased upon the termination of the Prior Plan on June 30, 1981, including Metropolitan group annuity contracts 3668-3, 3669-4, 3670-7, 3671-8 and 3672-9 or Prudential group annuity contract GA-4102 (the "Contracts"), then notwithstanding any other provision of the Plan, any benefits payable to such Participant or his or her beneficiary hereunder (other than a benefit payable to a spouse of a Participant pursuant to Section 7) shall be subject to offset as set forth below:

(a) Such Participant's Annual Normal Retirement Income Credit shall be computed as provided in Section 6.1;

(b) The Annual Normal Retirement Income Credit which would be required to provide the Actuarial Equivalent of the benefit to which such Participant or his beneficiary is entitled under the Contracts shall be computed; and

(c) Such Participant's Annual Normal Retirement Income Credit for all purposes under the Plan shall be the amount by which (a) above exceeds (b) above.

6.10 DISABILITY. If a Participant is determined by the Committee to be "Disabled" as provided in Section 1, such Participant shall be entitled to an Annual Normal Retirement Income Credit as of his Normal Retirement Date, considering his Final Average Annual Earnings as of the date of his disability and his Credited Service at his Normal Retirement

Date. Payment of such Participant's retirement income shall commence on such Participant's Normal Retirement Date, which shall be considered as his "Retirement Date" for the purposes of Section 6 hereof. For the purposes of
Section 7 hereof, a "Disabled" Participant shall be considered in the employ of the Company until his Retirement Date, subject, however, to the provisions of Section 1 hereof.

SECTION 7

DEATH BENEFITS

7.1 SPOUSE'S GUARANTY.

(a) PARTICIPANTS WHO DIE PRIOR TO AGE 55. If a Participant dies prior to the date on which such Participant attains age 55 and if such Participant is survived by a spouse legally married to such Participant at the time of death, the spouse shall receive the retirement income which would have been payable under Subsection 9.2 hereof if such Participant (1) had been eligible to retire on the date of death, (2) had retired on the first day of the month in which death occurred using an Actuarial Equivalent reduction factor for the period between the Participant's age at death and age 55, and (3) had elected a 50% Contingent Annuitant Option to be effective on such Retirement Date with the spouse designated as Contingent Annuitant. Such retirement income shall be in lieu of any death benefit which otherwise would be payable to such spouse under the Plan or the Prior Plan.

The first payment of retirement income to a Participant's spouse in accordance with the provisions of this Subsection 7.1(a) shall be made on the first day of the calendar month following the calendar month in which the death of the Participant occurs and payments shall terminate with the payment made on the first day of the month in which such spouse dies.

(b) PARTICIPANTS WHO DIE AT OR AFTER AGE 55. If a Participant dies on or after the later of (i) the date on which such Participant had met the vesting requirements under the Plan set forth in Subsection 8.1 or (ii) the date on which such Participant attains age 55 but prior to the date on which retirement income payments commence and if such Participant leaves a surviving spouse, the spouse shall receive the retirement income which would have been payable under Subsection 9.2 hereof if such Participant had retired on the first day of the month in which the death occurred and had elected a 50% Contingent Annuitant Option to be effective on such Retirement Date with the spouse designated as the Contingent Annuitant. Such retirement income shall be in lieu of any death benefit which otherwise would be payable to such spouse under the Plan or the Prior Plan.

The first payment of retirement income to a Participant's spouse in accordance with the provisions of this Subsection 7.1(b) shall be made on the first day of the calendar month following the calendar month in which the death of the Participant occurs and payments shall terminate with the payment made on the first day of the month in which such spouse dies.

SECTION 8

TERMINATION OF SERVICE

8.1 VESTING REQUIREMENTS. Notwithstanding any provision of the Plan to the contrary, each Participant in the Plan on June 30, 1985, shall be fully vested in his accrued Plan benefits as of June 30, 1985.

8.2 BENEFITS PAYABLE ON TERMINATION OF SERVICE BEFORE VESTING. If, for any reason other than death or retirement on his Retirement Date, the Vesting Service of a Participant is broken before he has met the requirements under the Plan for vesting, all retirement income theretofore credited to him shall be cancelled as of the date on which such break occurs.

8.3 BENEFITS PAYABLE ON TERMINATION OF SERVICE AFTER VESTING. If, for any reason other than death or retirement on his Retirement Date, the Vesting Service of a Participant is or has been broken after he has accrued 5 years or more Vesting Service and before he has attained his 55th birthday, he shall, upon attaining his Normal Retirement Date, be entitled to receive normal retirement income in an annual amount determined in accordance with the provisions of Section 6 hereof, based on his Credited Service to the date on which such break occurs. Such a Participant may at any time not less than 60 days prior to the date on which retirement income payments are to commence to him, elect to commence receiving reduced retirement income on the first day of any month within the ten-year period immediately preceding his Normal Retirement Date. The annual amount of normal retirement income payable to such a Participant who elects to commence receiving reduced retirement income payments under the Plan prior to his Normal Retirement Date shall be a percentage of the normal retirement income he would otherwise have received commencing on his Normal Retirement Date. (See table set forth herein as Appendix A to the Plan.) Such a Participant also may elect an optional form of retirement income in accordance with Section 9 hereof.

SECTION 9

OPTIONAL FORMS OF RETIREMENT INCOME

9.1 GENERAL PROVISIONS RELATIVE TO OPTIONS. Subject to the conditions and restrictions hereinafter stated in this Section 9, a Participant, in lieu of the retirement income payments otherwise provided in the Plan, may elect one of the following optional forms of retirement income, a special form of retirement income different from the options described in Subsections 9.2, 9.3, 9.4 and 9.5 hereof. Each such election:

(1) must be made on a form provided by the Company for that purpose;

(2) except as otherwise provided in Subsections 9.3 and 9.5 hereof, must be made at least 60 days prior to the date on which such Participant wants it to become effective; provided, however, that if a Participant's Credited Service is interrupted because his job is discontinued and as a result his employment terminates or because he is discharged, he may, within 30 days after his Credited Service is so interrupted, make an election to become effective on the first day of any calendar month after the date on which his Credited Service was interrupted;

(3) except as otherwise provided in Subsection 9.5 hereof, must be made to become effective on the later of (i) the Participant's Retirement Date or (ii) the date on which retirement income payments commence to him; and

(4) may, within 60 days of the date payments are to commence, be modified or rescinded.

If all of the conditions set forth in Subparagraphs 1 through 3 of this Subsection 9.1 are not met, such election shall not become effective and payment shall be made as otherwise provided in the Plan as though the option had never been elected.

Unless otherwise specified, any optional form of retirement income elected by a Participant pursuant to this Section 9 will be the Actuarial Equivalent of the retirement income to which such Participant would otherwise be entitled under the Plan.

9.2 CONTINGENT RETIREMENT INCOME OPTION. A Participant may elect a Contingent Retirement Income Option providing payments of retirement income in a reduced amount to him. Payments under this option will be made as follows:

(A) TO THE RETIRED PARTICIPANT: A reduced retirement income, the first monthly payment thereof being payable on the option effective date and subsequent monthly payments being payable on the first day of each month thereafter throughout his remaining lifetime, terminating with the payment made on the first day of the month in which his death occurs.

(B) TO THE PERSON DESIGNATED BY THE PARTICIPANT AS HIS CONTINGENT ANNUITANT AT THE TIME HE ELECTS THIS OPTION: A contingent retirement income, the first monthly payment thereof being payable on the first day of the month following the calendar month in which the death of the Participant occurs on or after the option effective date, if the Contingent Annuitant is living on such first day of the month; subsequent monthly payments being payable on the first day of each month thereafter throughout the Contingent Annuitant's remaining lifetime, terminating with the monthly payment made on the first day of the month in which the death of the Contingent Annuitant occurs.

The monthly amount of contingent retirement income payable to the Contingent Annuitant shall be a percentage of the reduced retirement income payable under this option to the Participant as requested by him at the time of his election of this option. This percentage shall be 100%, 75%, or 50%, provided that if the Contingent Annuitant is other than the Participant's spouse:

(i) such Contingent Annuitant may not be more than 30 years younger than the Participant if the requested percentage is 100%.

(ii) such Contingent Annuitant may not be more than 45 years younger than the Participant if the requested percentage is 75%.

(iii) a corresponding maximum age differential shall apply if the requested percentage is 50%.

Each election made by a Participant pursuant to this Subsection 9.2 shall provide for payments to be made to such Participant which have a present value equal to at least 50% of the present value of the total payments to be made to such Participant and to his Contingent Annuitant.

In the event that (i) the Participant or his Contingent Annuitant is not living on the option effective date, (ii) the present value of such Participant's total Normal Retirement Income Credits is less than $3,500, or
(iii) the Participant does not, within 90 days after his election of the option, but not later than the option effective date, furnish evidence, satisfactory to the Company, of the age of his Contingent Annuitant, the option shall not become effective and payment shall be made as otherwise provided in the Plan as if this option had never been elected.

9.3 LIFE-TEN YEARS CERTAIN OPTION. A Participant may elect the Life-Ten Years Certain Option providing payments of retirement income in a reduced amount to the Participant during his lifetime and terminating with the monthly payment due on the first day of the month in which the Participant's death occurs with the provision that if the Participant's death occurs prior to the date he has received 120 monthly payments, monthly payments in the same amount will be continued to the person designated by the Participant as his Provisional Payee until an aggregate of 120 monthly payments have been made to the Participant and his Provisional Payee. The first monthly payment shall be payable on the option effective date.

In the event the Participant dies prior to the option effective date, the option shall not become effective, and payments, if any, shall be made as otherwise provided in the Plan as though this option had never been elected. If the Provisional Payee dies before the option effective date, the option shall not become effective unless the Participant designates another Provisional Payee prior to the option effective date. The Participant shall have the right to change his designation of a Provisional Payee at any time before or after the option effective date.

In the event of the death of the Participant and his Provisional Payee before 120 monthly payments have been made, the commuted value of the balance of such payments shall be paid in a lump sum to the executor or administrator of the estate of the second to die of the Participant and his Provisional Payee.

A Participant may also elect a Life-Five Years (60 months) Certain Option or a Life-Fifteen Years (180 months) Certain Option with the preceding provisions of this Section being appropriately applicable thereto.

9.4 LUMP-SUM CASH DISTRIBUTION OPTION. Subject to the conditions hereinafter stated in this Subsection 9.4, a Participant who retires or a surviving spouse entitled to a benefit under Section 7, may elect to receive in lieu of all monthly retirement income payments otherwise payable under the Plan, a single lump-sum cash distribution from the Plan. In the case of an electing Participant, the distribution shall be payable on his Retirement Date. Such election must be made to become effective on such Participant's Retirement Date. Such lump-sum cash distribution shall be equal to the present value, determined in accordance with the provisions of this Subsection 9.4, of the normal retirement income payments otherwise provided for him under the Plan.

If the foregoing requirements are satisfied, the option shall become effective on the Participant's Retirement Date if he is living on such date and the present value of the normal retirement income payments otherwise provided for him under the Plan shall be deemed to be the value arrived at by discounting the total value of such payments by the greater of:

(i) 7%; or

(ii) the minimum interest rate established by the Pension Benefit Guaranty Corporation for lump sum payments in an amount equal to or less than $25,000 and the maximum interest rate established by the Pension Benefit Guaranty Corporation for lump-sum payments in an amount which exceeds $25,000.

provided, that in the case of a Participant who, both on June 30, 1985 and on May 31, 1988, is either an active Employee or a Participant receiving credit for Credited Service, whose retirement income did not commence to be paid before September 1, 1990, and who is living on his retirement income payment commencement date, such value shall not be less than a minimum value calculated as follows:

(a) determine the reduced retirement income that the Participant could have commenced to receive at age 55 or, if greater, the Participant's age on May 31, 1988, by -

(i) if the Participant has attained at least age 55 while in the employ of the Company and is, therefore, eligible to retire at an Early Retirement Date,

(A) applying the applicable percentage from the table of percentages for reducing the normal retirement income (determined before any offset for benefits provided under the Prior Plan as required by Section 6.9 hereof and before any reduction for total accumulation under each of the Kellogg Rust Inc. Money Purchase Pension Plan and the Kellogg Rust Inc. Profit Sharing Plan as required by Section 6.11 hereof) for commencement at Early Retirement Date, which table is set forth herein as Appendix A of the Plan,

(B) applying any offset for benefits provided under the

Prior Plan as required by Section 6.9 hereof and applying any reduction for total accumulation under each of the Kellogg Rust Inc. Money Purchase Pension Plan and the Kellogg Rust Inc. Profit Sharing Plan as required by Section 6.11 hereof.

(ii) if the Participant has not attained at least age 55 while in the employ of the Company, applying the applicable percentage from the table of percentages for reducing the normal retirement income (determined after offset for benefits provided under the Prior Plan as required by
Section 6.9 hereof and after any reduction for total accumulation under each of the Kellogg Rust Inc. Money Purchase Pension Plan and the Kellogg Rust Inc. Profit Sharing Plan as required by
Section 6.11 hereof) for commencement at retirement income payment commencement date, which table was set forth at the end of Section 8.3 of the Plan as in effect immediately prior to January 1, 1984 and which table is to be applied by selecting the "Age" factor which corresponds to age 55.

(b) determine the present value, as of May 31, 1988 and with reference to the Participant's age as of such date, of the reduced retirement income determined under clause (a), above, by applying the Pension Benefit Guaranty Corporation "Interest Rates and Quantities Used to Value Immediate and Deferred Annuities", Appendix B, 29 C.F.R. Part 2619 and by applying the 1971 TPF & C Forecast Mortality Table Male Rates with a 1 year setback.

(c) adjust the present value determined under clause (b), above, for the period from May 31, 1988 to the retirement income payment commencement date by crediting interest annually, on the basis of June 1 to May 31 "years" during such period and with interest prorated for any partial "year," at a rate for the respective "year" that is equal to the opening annual yield on 5-year U.S. Treasury securities that

immediately precedes the beginning of the respective "year," and the resulting amount shall be the minimum value.

If such Participant is not living on his Retirement Date, the option shall not become effective and payments, if any, shall be made as otherwise provided in the Plan as if the option had never been elected.

If a Participant elects this option, receives a lump-sum cash distribution and is subsequently reemployed by the Company, he may redeposit with the Trustee prior to the occurrence of the earlier of (i) 5 consecutive one-year breaks in Credited Service or (ii) 5 years from the date of re-employment by the Company the entire amount of his previous lump-sum distribution plus interest thereon computed at the rate of 5% per annum, compounded annually, up to December 31, 1987, and interest thereafter, compounded annually, computed at 120% of the Federal mid-term rate (as in effect under Code Section 1274 for the first month of the Plan Year) from the date of distribution to the date of repayment. At the time of such reemployment, such Participant shall be informed of his right to redeposit such amount in accordance with the conditions described above. If such redeposit is made by such Participant, the Credited Service represented by such lump-sum cash distribution shall be reinstated.

9.5 STRAIGHT LIFE ANNUITY OPTION. A Participant may elect a Straight Life Annuity Option, under which all retirement income payments under the Plan shall be made to him in equal monthly installments. Each monthly installment shall be equal to 1/12 of his Annual Normal Retirement Income Credit determined in accordance with Section 6. The first monthly installment shall be payable to such Participant as of his Retirement Date. Subsequent monthly installments shall be payable on the first day of each calendar month thereafter and shall cease on the first day of the month in which he dies.

SECTION 10

PAYMENT OF RETIREMENT INCOME

10.1 SMALL BENEFITS. The Committee shall direct the Trustee to distribute the Participant's benefits in a lump-sum payment without the consent of the Participant if the distribution is equal to or less than $3,500. If payment is made in a single sum, the amount of such payment shall be the Actuarial Equivalent of the retirement income otherwise payable.

10.2 FACILITY OF PAYMENT. If any payee under the Plan is a minor, or if the Company reasonably believes that any payee is legally incapable of giving a valid receipt and discharge for any payment due him, the Company may have such payment, or any part thereof, made to the person (or persons) whom it reasonably believes is caring for or supporting such payee, unless it has received due notice or claim therefor from a duly appointed guardian or committee of such payee. Any such payment shall be a payment for the account of such payee and shall, to the extent thereof, be a complete discharge of any liability under the Plan to such payee.

10.3 CERTAIN SUSPENSIONS OF PAYMENTS. In the event a Participant who is receiving or who is eligible to receive benefit payments under the Plan should become reemployed by the Company or any Affiliate, benefit payments in respect of such Participant shall be suspended during the period of his reemployment, and shall resume thereafter, in the manner and amount:

10.3(a) Payment of any benefit derived from Company contributions to which a Participant would otherwise be entitled shall be suspended for any calendar month in which the Participant completes 40 or more hours of service with the Company or any member of the Affiliate. Such suspension shall be effected in accordance with Department of Labor Regulations Section 2530.203-3 (29 CFR 2530.203-
3), as amended, and rules and operational guidelines promulgated by the Committee consistent with such regulations.

10.3(b) A Participant shall accrue Credited Service in accordance with the terms of the Plan for any period prior to his Normal Retirement Date for which his benefit payments are suspended. The benefit to which Participant is entitled under the Plan shall be recomputed as of the first day of the month following the end of the suspension of benefits by taking into account such additional Credited Service, compensation, etc. as required by the terms of the Plan, but in no event shall the benefit payable following the suspension be less than the benefit to which such Participant was entitled immediately prior to the suspension.

10.4 COMMENCEMENT OF PAYMENTS. Unless the Participant elects otherwise in writing pursuant to Section 5.2 or 8.3, payment of retirement income shall commence not later than the 60th day after the latest of: (1) the end of the Plan Year in which the Participant attains age 65, (2) the end of the Plan Year in which occurs the 10th anniversary of the year in which the Participant began his participation in the Plan, or (3) the end of the Plan Year in which the Participant terminates his service with an Affiliate, but in no event later than the April 1 of the calendar year following the calendar year in which such Participant attains age 70 1/2.

Notwithstanding any provision herein to the contrary, the distribution of a Participant's benefits shall be made in accordance with the requirements of Code Section 401(a)(9), including the incidental death benefit requirements of Code Section 401(a)(9)(G), and the Treasury Regulations thereunder (including Proposed Regulation Section 1.401(a)(9)-2).

10.5 PARTICIPANT'S RIGHT TO TRANSFER ELIGIBLE ROLLOVER DISTRIBUTION. This
Section applies to distributions made on or after January 1, 1993. Notwithstanding any provision of the plan to the contrary that would otherwise limit a distributee's election under this Section, a distributee may elect, at the time and in the manner prescribed by the plan administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

Eligible rollover distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; and any distribution to the extent such distribution is required under section 401(a)(9) of the Code; and the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).

Eligible retirement plan: An eligible retirement plan is an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401(a) of the code, that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

Distributee: A distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or

former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse.

Direct rollover: A direct rollover is a payment by the plan to the eligible retirement plan specified by the distributee.

SECTION 11

NON-ALIENATION OF BENEFITS

No distribution or payment of any kind made pursuant to the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, either directly or by operation of law, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be null and void; nor shall any such distribution or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements, or torts of the person entitled thereto, except as specifically provided in the Plan.

Notwithstanding the foregoing paragraph, if the Company has an Employee benefit program for which the retired Participant is eligible, such retired Participant may, subject to the terms of such program, authorize in writing the deduction from his retirement income of such amounts as he is required or permitted to contribute under such program.

Notwithstanding the foregoing, the Committee may direct the Trustee to pay all or a portion of a Participant's benefits under the Plan to such alternate payee as may be directed by and in accordance with a domestic relations order or decree issued by a court of competent jurisdiction provided such order or decree is a "qualified domestic relations order" as that term is defined in section 414(p) of the Federal Internal Revenue Code.

SECTION 12

ADMINISTRATION

12.1 ESTABLISHMENT OF THE COMMITTEE. The general administration of the Plan and the responsibility for carrying out its provisions shall be placed in a Committee of not less than three nor more than seven persons appointed from time to time by the Board of Directors of the Company (the "Board") to serve at its pleasure. Any member of the Committee may resign by delivering his written resignation to the Board and the secretary of the Committee. The Committee shall be the Plan Administrator (within the meaning of section 3 of ERISA and section 414(g) of the Internal Revenue Code) with such authority, responsibilities and obligations as ERISA and the Internal Revenue Code grant to and impose upon persons so designated. For the purposes of ERISA, the Committee shall be a "named fiduciary" under the Plan.

12.2 ORGANIZATION OF THE COMMITTEE. The members of the Committee shall elect a chairman from their number, and shall also elect a secretary who may be but need not be one of the members of the Committee. No member of the Committee who is also an Employee receiving regular compensation as such shall receive any compensation for his services as a member of the Committee. No bond or other security shall be required of any member of the Committee in any jurisdiction. No member of the Committee shall, in such capacity, act or participate in any action directly affecting his own retirement income under the Plan other than an action which affects the retirement income of Participants generally.

12.3 POWERS OF THE COMMITTEE. The powers of the Committee shall include, but not be limited to, the following:

(a) appointing such committees with such powers as it shall determine, including an executive committee to exercise all powers of the Committee between meetings of the Committee;

(b) determining the times and places for holding meetings of the Committee and the notice to be given of such meetings;

(c) employing such agents and assistants, such counsel (who may be counsel to the Company) and such clerical, medical, accounting, actuarial and investment services or advisers as the Committee may require in carrying out the provisions of the Plan;

(d) authorizing one or more of their number or any agent to make any payment, or to execute or deliver any instrument, on behalf of the

Committee, except that all requisitions for funds from, and requests, directions, notifications and instructions to the Trustee shall be signed either by two members of the Committee or by one member and the secretary thereof;

(e) fixing and determining the proportion of expenses of the Plan from time to time to be paid by the Participating Companies and requiring payment thereof;

(f) directing the Trustee, or appointing one or more investment managers to direct the Trustee, subject to the conditions set forth in the Trust Agreement, in all matters concerning the investment of the Trust Fund;

(g) amending the Plan to the extent provided in Section 16.1; and

(h) to interpret and construe all terms, provisions, conditions and limitations of this Plan and to reconcile any inconsistency or supply any omitted detail that may appear in this Plan in such manner and to such extent, consistent with the general terms of this Plan, as the Committee shall deem necessary and proper to effectuate the Plan for the greatest good of all parties interested in the Plan.

12.4 DUTIES OF THE COMMITTEE. The Committee shall have the general responsibility for administering the Plan and carrying out its provisions. Subject to the limitations of the Plan, the Committee from time to time shall establish rules for the administration of the Plan and the transaction of its business. As to all matters of administration, interpretation and application not reserved to the Board, the determination of the Committee as to any disputed question shall be conclusive. It shall be the duty of the Committee to notify the Trustee in writing of the monthly amount of Retirement Income which shall be due to any Participant and the date payments thereof shall commence. The Committee may at any time or from time to time require the Trustee by a written direction to purchase one or more annuities, in specific amounts, in the names of Participants, their spouses, their contingent annuitants, and/or their beneficiaries from an insurance company designated by the Committee.

12.5 ACTIONS BY THE COMMITTEE. A majority of the members of the Committee at the time in office shall constitute a quorum for the transaction of business at any meeting. Resolutions or other actions made or taken by the Committee shall require the affirmative vote of a majority of the members of the Committee attending a meeting, or by a majority of members in office by writing without a meeting.

12.6 ACTUARIAL TABLES AND STUDIES. The Committee shall adopt from time to time such actuarial tables as may be required in connection with the Plan. As an aid to the

Committee in adopting tables and to the Company in fixing the rates of its contribution payable under the Plan, the actuary designated by the Committee shall make periodical actuarial studies in relation to the Plan, and shall recommend tables to the Committee and rates of contribution to the Company.

12.7 ACCOUNTS AND REPORTS. The Committee shall maintain accounts showing the fiscal transactions of the Plan and shall keep in convenient form such data as may be necessary for actuarial valuations of the Plan. The Committee shall prepare annually a report showing a reasonable summary of the financial status of the Plan and giving a brief account of the operation of the Plan for the past year and any further information which the Board may require and which the Committee can reasonably furnish or can obtain from the Trustee. Such report shall be submitted to the Board and a copy shall be filed in the office of the secretary of the Committee.

12.8 DISCRETIONARY ACTION. Whenever in the administration of the Plan any discretionary action is required by the Committee, such action shall be uniform in nature as applied to all persons similarly situated.

12.9 ACTION TAKEN IN GOOD FAITH. To the extent permitted by ERISA, the members of the Committee and the Company and its officers and directors shall be entitled to rely upon all tables, valuations, certificates, and reports furnished by the actuaries for the Plan, upon all certificates and reports made by any accountant or by the Trustee, and upon all opinions given by any legal counsel or investment adviser selected or approved by the Committee, and the members of the Committee, the Company and its officers and directors shall be fully protected in respect of any action taken or suffered by them in good faith in reliance upon any such tables, valuations, certificates, reports, opinions, or other advice of any such actuary, accountant, the Trustee, investment adviser or legal counsel, and all action so taken or suffered shall be conclusive upon each of them and upon all Participants and employees.

12.10 INDEMNIFICATION. To the extent not contrary to ERISA, the Company shall indemnify the Committee, each member of it and any of them in good faith in reliance upon any such tables, valuations, certificates, reports, opinions, or other advice of any such actuary, accountant, the Trustee, investment adviser or legal counsel, and all action so taken or suffered shall be conclusive upon each of them and upon all Participants and Employees.

12.11 CLAIMS PROCEDURE. Any Participant or any other person claiming under a deceased Participant, such as the spouse, joint pensioner or beneficiary, may submit written application to the Administrator for the payment of any benefit asserted to be due him under the Plan. Such application shall set forth the nature of the claim and such other information as the Administrator may reasonably request. Promptly upon the receipt of any application required by this Section, the Administrator shall determine whether or not the

Participant or spouse, joint pensioner or beneficiary involved is entitled to a benefit hereunder and, if so, the amount thereof and shall notify the claimant of its findings.

If a claim is wholly or partially denied, the Administrator shall so notify the claimant within 90 days after receipt of the claim by the Administrator, unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the end of the initial ninety-day period. In no event shall such extension exceed a period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Administrator expects to render its final decision. Notice of the Administrator decision to deny a claim in whole or in part shall be set forth in a manner calculated to be understood by the claimant and shall contain the following:

(i) the specific reason or reasons for the denial,

(ii) specific reference to the pertinent Plan provisions on which the denial is based,

(iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and

(iv) an explanation of the claims review procedure set forth in
Section 12.12 hereof.

If notice of denial is not furnished, and if the claim is not granted within the period of time set forth above, the claim shall be deemed denied for purposes of proceeding to the review stage described in Section 12.12.

12.12 CLAIMS REVIEW PROCEDURE. If an application filed under
Section 12.11 above shall result in a denial by the Administrator of the benefit applied for, either in whole or in part, such applicant shall have the right, to be exercised by written application filed with the Administrator within 60 days after receipt of notice of the denial of his application or, if no such notice has been given, within 60 days after the application is deemed denied under
Section 12.11 to request the review of his application and of his entitlement to the benefit applied for. Such request for review may contain such additional information and comments as the applicant may wish to present. Within 60 days after receipt of any such request for review, the Administrator shall reconsider the application for the benefit in light of such additional information and comments as the applicant may have presented, and if the applicant shall have so requested, shall afford the applicant or his designated representative a hearing before the Administrator. The Administrator shall also permit the applicant or his designated representative to review pertinent documents in its possession,

including copies of the Plan document and information provided by the Company relating to the applicant's entitlement to such benefit. The Administrator shall make a final determination with respect to the applicant's application for review as soon as practicable, and in any event not later than 60 days after receipt of the aforesaid request for review, except that under special circumstances, such as the necessity for holding a hearing, such sixty-day period may be extended to the extent necessary, but in no event beyond the expiration of 120 days after receipt by the Administrator of such request for review. If such an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the applicant prior to the commencement of the extension. Notice of such final determination of the Administrator shall be furnished to the applicant in writing, in a manner calculated to be understood by him, and shall set forth the specific reasons for the decision and specific references to the pertinent provisions of the Plan upon which the decision is based. If the decision on review is not furnished within the time period set forth above, the claim shall be deemed denied on review.

12.13 DISPUTED BENEFITS. If any dispute shall arise between a Participant or other person claiming under a Participant and the Administrator after the review of a claim for benefits, or in the event any dispute shall develop as to the person to whom the payment of any benefit under the Plan shall be made, the Trustee may withhold the payment of all or any part of the benefits payable hereunder to the Participant or other person claiming under the Participant until such dispute has been resolved by a court of competent jurisdiction or settled by the parties involved.

12.14 RESPONSIBILITIES OF NAMED FIDUCIARIES OTHER THAN THE COMMITTEE. The Trustee shall have such responsibilities with respect to the operation of the Plan as are set forth in the Trust Agreement. Any investment adviser which the Committee may employ pursuant to paragraph (c) of Section 12.3 shall have the responsibility to direct the Trustee in investing and reinvesting the Fund (or that portion thereof specified by the Committee in the instrument appointing such adviser) and to report the book value and fair market value of each asset in the Trust Fund (or such portion thereof) to the Committee periodically, as such responsibilities may be more fully described in the Trust Agreement.

12.15 ALLOCATION OF RESPONSIBILITIES. The description of the responsibilities and powers of the Committee and the description of the responsibilities of the Trustee contained in the foregoing provisions of this
Section 12 shall constitute, for purposes of ERISA, procedures for allocating responsibilities for the operation and administration of the Plan among named fiduciaries.

12.16 DESIGNATION OF PERSONS TO CARRY OUT RESPONSIBILITIES OF NAMED FIDUCIARIES. The Committee, the Trustee and any investment adviser which the Committee may employ pursuant to paragraph (c) of Section 12.3 may, except as to responsibilities involving management and control of assets held in the Trust Fund, designate one or more other persons to carry out any or all of their respective responsibilities under the Plan, provided

that such designation shall be made in writing, filed with the Plan's records and made available for inspection upon request by any Participant or beneficiary under the Plan.

12.17 PAYMENT OF EXPENSES. All expenses incident to the administration, termination or protection of the Plan, Trust, or any assets of the Plan or related funding vehicle including, but not limited to, actuarial, accounting, investment manager and Trustee fees, shall be paid by the Trustee from the Trust Fund to the extent such expenses are in the judgment of the Committee determined to be proper Plan expenses under ERISA; provided that the obligation of the Trust to pay such expenses shall cease to exist to the extent such expenses are paid by the Company.

SECTION 13

MISCELLANEOUS

13.1 NO ENLARGEMENT OF EMPLOYEE RIGHTS. The Plan is strictly a voluntary undertaking on the part of each Participating Company and shall not be deemed to constitute a contract between any Participating Company and any Employee, or to be consideration for, or any inducement to the employment of any Employee. Nothing contained in the Plan shall be deemed to give any Employee the right to be retained in the service of any Participating Company or shall be deemed to interfere with the right of any Participating Company to discharge any Employee at any time.

No Employee, prior to his retirement under conditions of eligibility under the Plan for retirement income benefits or prior to his acquiring vested rights, as provided in Section 8 hereof, shall have any right to or interest in any portion of any fund arising from any Participating Company's contributions under the Plan or, in any event, other than as herein specifically provided. No person shall have any right to retirement income benefits under the Plan, except to the extent provided herein.

13.2 TRANSFER TO STATUS OF EMPLOYEE. If an Employee is transferred from another company in the Controlled Group to an employment status which qualifies him as an Employee, he shall become a Participant in the Plan as of the date on or after such transfer on which he becomes eligible to participate in the Plan under the provisions of Section 3 hereof.

If, at the time of such Participant's retirement, death or other break in his Credited Service, such Participant is entitled to any benefit under any other defined benefit pension or retirement plan or plans (other than the Prior Plan) which is or are maintained in whole or in part by contributions of any member of the Controlled Group, the following special rule shall apply:

Upon such retirement, death or other break in Credited Service of any such Participant, the benefit to which such Participant is entitled under the Plan, based upon Credited Service, Monthly Earnings, etc. during his participation in the Plan, shall be calculated. The benefit actually payable under this Plan to such Participant shall be the larger of (a) benefit normally payable hereunder or (b) the "alternative benefit" described above.

If, at the time of any Participant's retirement, death or other break in his Credited Service, such Participant is entitled to any benefits under the Berry Metal Company Efficiency Profit Sharing Plan, the Berry Metal Profit Sharing Plan for Salaried Employees, or the Profit Sharing Retirement Plan for Salaried Employees of Swindell-Dressler Corporation and any part of his Credited Service is recognized for benefit

purposes under such other plan or plans, the portion of the benefits payable to or on behalf of such Participant under such plan or plans which were financed by such contributions shall be recalculated as though they were payable under the Plan and in the same manner as his benefits, if any, under the Plan for such period of his Credited Service regardless of the actual form of payment utilized under such plan or plans. If such recalculated monthly benefits are equal to or greater than the monthly benefits payable to or on behalf of such Participant under the Plan with respect to such Credited Service, the monthly benefits otherwise payable under the Plan shall be cancelled and he shall be entitled to receive only the benefits payable under such other plan or plans with respect to such Credited Service. If such recalculated monthly benefits are less than the monthly benefits payable to or on behalf of such Participant under the Plan with respect to such Credited Service, the monthly benefits which would be otherwise payable under the Plan shall be reduced by the amount of such recalculated monthly benefits under such other plan or plans and only such reduced monthly benefits shall be payable to or on behalf of such Participant under the Plan with respect to such Credited Service.

13.3 TRANSFER FROM STATUS OF EMPLOYEE. Notwithstanding any other provisions of the Plan, if a Participant is transferred to any employment status with the Controlled Group which no longer qualifies him as an Employee, his participation in the Plan shall be suspended until the first to occur of the following:

(i) his retirement;

(ii) the date of his death;

(iii) the date he is transferred again to an employment status which qualifies him as an Employee; or

(iv) the date on which his Credited Service is broken for any reason other than his retirement or death.

In determining the amount of retirement income, if any, payable to such Participant under the Plan, his Final Average Monthly Earnings shall be determined as of the date of his transfer of employment status and there shall be excluded from his Credited Service (but not his Vesting Service) all periods after the date of his transfer.

If he is transferred again to an employment status which qualifies him as an Employee, his participation in the Plan shall be resumed immediately after such transfer.

13.4 NOTICE OF ADDRESS. Each Participant, former or retired Participant, Beneficiary, Contingent Annuitant, Provisional Payee and each other person entitled to benefits under the Plan must file with the Company, in writing, his post office address and each change of post office address. Any communication, statement, or notice addressed

to such a person at his latest post office address as filed with the Company will, on deposit in United States mail with postage prepaid, be binding upon such person for all purposes of the Plan and neither the Trustee, nor any insurance company, nor the Company shall be obliged to undertake a search to ascertain the whereabouts of any such person.

13.5 DATA. Each Participant, former or retired Participant, Beneficiary, contingent annuitant, provisional payee and each other person entitled to benefits under the Plan must furnish to the Company and any trustee and/or insurance company selected for the purpose of carrying out the provisions of the Plan, such documents, evidence, or information as the Company or such trustee and/or insurance company may consider necessary or desirable for the purpose of administering the Plan, or necessary to protect the Company and such trustee and/or insurance company; and it shall be a condition of the Plan that each such person must furnish such information promptly and sign such documents before any benefits become payable to such person under the Plan.

13.6 MERGER OR CONSOLIDATION OF PLAN. In the event that at any time the Plan is merged or consolidated with or if the assets and/or liabilities of the Plan are transferred to any other plan, each Participant shall be entitled to receive a benefit under such other plan if it were terminated immediately after such merger, consolidation, or transfer, which would be equal to or greater than the benefit that he would have received had the Plan terminated immediately prior to such merger, consolidation, or transfer.

13.7 UNCLAIMED BENEFITS: If at, after or during the time when a benefit hereunder is payable to any Participant, Beneficiary, or other distributee, the Committee, upon request of the Trustee, or in its own instance, shall mail by registered or certified mail to such Participant, Beneficiary, or other distributee at his last known address a written demand for his current address or for satisfactory evidence of his continued life, or both, and if such Participant, Beneficiary, or other distributee shall fail to furnish the same to the Committee within two (2) years from the mailing of such demand, the Committee may, in its sole discretion, determine that such Participant, Beneficiary, or other distributee has forfeited his right to such benefit and declare such benefit, or any unpaid portion thereof, terminated as if the death of the Participant (with no surviving Beneficiary or other distributee) had occurred on the date of the last payment made thereon, or the date such Participant, Beneficiary, or other distributee first became entitled to receive benefit payments, whichever is later; provided, however, that such forfeited benefit shall be reinstated if a claim for the same is made by the Participant, Beneficiary, or other distributee at any time thereafter.

13.8 TEMPORARY LIMITATIONS. In the event that the Plan is terminated or the full current costs thereof applicable to the first ten years following a Commencement Date, as hereinafter defined, have not been met at any time, the benefits provided under the Plan which any of the 25 Highest Paid Employees, as hereinafter defined, may receive will not

exceed those which can be provided from Company contributions not in excess of the largest of the following amounts:

(a) the Employer contributions (or funds attributable thereto) which would have been applied to provide the benefits for such Employees if the Plan as in force on the date preceding any Commencement Date has been continued without change,

(b) $20,000, or

(c) the sum of (1) the Company contributions (or funds attributable thereto) which would have been applied to provide the benefits for such Employees if the Plan as in effect on the day preceding any applicable Commencement Date had been terminated on that day, plus (2) an amount computed by multiplying the number of years in the period for which the current costs of the Plan on and after any applicable Commencement Date are met by 20% of the first $50,000 of his average annual compensation during such period.

These conditions will not restrict the current payment of full pension benefits called for by the Plan for any Participant, survivor or beneficiary while the Plan is in full effect and its full current costs have been met. In the event that any funds are realized by operation of the restrictions set forth in this Section, they will be used to reduce subsequent Company contributions to the Plan, but if the Company has ceased contributions, they will be used for the benefit of Employees, other than the 25 Highest Paid Employees, on a basis which will not result in discrimination in favor of the more highly compensated Employees.

For the purposes of this Section, the "25 Highest Paid Employees" shall mean the 25 highest paid Employees of the Company as of the applicable Commencement Date, including any such highest paid Employees who are not covered by the Plan at that time but who may later be covered, but excluding any Employees whose annual benefit will not exceed $1,500.

For the purposes of this Section, "Commencement Date" shall mean July 1, 1981 and also the effective date of any amendment to the Plan which increases substantially the possibility of discrimination in favor of highly compensated Employees. The extension of the Plan by action of the Company to a group of Employees not previously covered hereunder will not constitute an amendment of the Plan, but the effective date of such extension will constitute a Commencement Date for that group only.

In the event that it should be determined by statute or ruling by the Internal Revenue Service that the provisions of this Section 13.8 are no longer necessary to qualify

the Plan under the Internal Revenue Code, this Section 13.8 will become ineffective without amendment to the Plan.

SECTION 14

FUNDING

14.1 TRUSTS AND INSURANCE CONTRACTS. It is intended that benefits under the Plan shall be funded by means of the Trust, contracts issued by an insurance company, or a combination of such media, or through the Trust and such other trusts and/or insurance contracts as the Company in its discretion may establish or cause to be established or entered into for the purpose of carrying out the Plan (hereinafter in this Section 14 referred to as Trusts or Insurance Contracts). The Company will determine the form, terms and provisions of any such Trusts and Insurance Contracts. The Company may also in its discretion direct any trustee or trustees or insurance company or insurance companies to cause any funds held by such trustee or trustees and/or insurance company or insurance companies for the purpose of providing benefits to Participants to be transferred by such trustee or trustees and/or insurance company or insurance companies to any other trustee or trustees and/or insurance company or insurance companies to be held for the same purpose.

14.2 CONTRIBUTIONS. During the continuance of the Plan and for the purpose of providing for the benefits under the Plan, each Participating Company intends to deposit from time to time with the Trustee or trustees and/or with the insurance company or insurance companies to be held in the Trusts and/or Insurance Contracts such amounts of money as are required under accepted actuarial principles to maintain the Plan in sound condition under the Code. The Company may direct the Trustee and/or the insurance company to transfer all or any part of the money deposited with it to any other trustee and/or insurance company under other Trusts and/or Insurance Contracts described in Subsection 14.1 hereof.

14.3 IRREVOCABILITY. A Participating Company shall have no right, title or interest in or to any contributions made under the Plan and no part of the Trust Fund or the assets held under a group annuity contract or any such other Trusts or Insurance Contracts described in Subsection 14.1 hereof shall revert to a Participating Company, except that upon the termination of the Plan as to any Participating Company and after satisfaction or provision for the satisfaction of all fixed and contingent liabilities or obligations to persons entitled to benefits upon such termination, any balance remaining in the Trust Fund or under a group annuity contract, or any such other Trusts or Insurance Contracts described in Subsection 14.1 hereof, attributable to such Participating Company shall be distributed to or as directed by such Participating Company.

Notwithstanding the foregoing:

(i) if any contribution is made by a Participating Company by a mistake of fact, such contribution shall be returned to such Participating Company within 1 year after the payment;

(ii) if a contribution is disallowed as a deduction under section 404 of the Internal Revenue Code, then, to the extent the deduction is disallowed, such contribution shall be returned within 1 year after the disallowance; and

(iii) if the Plan is initially determined by the Internal Revenue Service not to qualify under section 401 of the Internal Revenue Code, any contributions made under the Plan shall be returned within one year after the denial of qualification.

14.4 PAYMENT OF BENEFITS. Each Participating Company intends the Plan to be permanent, as distinguished from a temporary program. Benefits under the Plan are to be paid from the Trust Fund or a group annuity contract or any such other Trusts or Insurance Contracts described in Subsection 14.1 hereof and only to the extent that the Trust Fund and group annuity contract or any such other Trusts or Insurance Contracts described in Subsection 14.1 hereof shall suffice for the purpose. No Participating Company, nor any of the officers, Employees, members of the Board of any Participating Company, or agents of any Participating Company guarantees the payment of benefits hereunder except as provided in ERISA and any amendments thereto. Except as provided in ERISA, any person having any claim under or in connection with the Plan shall look solely to the Trust Fund, group annuity contract and/or any such Trust or Insurance Contracts described in Subsection 14.1 hereof.

SECTION 15

QUALIFICATION UNDER INTERNAL REVENUE CODE

The Plan and the Trust and Insurance Contracts described in Subsection 14.1 hereof are intended to meet the requirements of section 401(a) of the Code, so that the income of the Trust Fund may be exempt from taxation under section 501(a) of the Internal Revenue Code and contributions of each Participating Company under the Plan may be deductible for Federal Income Tax purposes under section 404 of the Code. Any modification or amendment of the Plan may be made retroactive, as necessary or appropriate, to establish or maintain such qualifications.

SECTION 16

AMENDMENT AND TERMINATION

16.1 AUTHORITY TO AMEND OR TERMINATE. The Company hopes and expects to continue the Plan indefinitely but reserves the right to terminate, or to modify, alter or amend the Plan or the Trust Agreement from time to time to any extent that it may, at its sole and complete discretion, deem advisable including, but without limiting the generality of the foregoing, any amendment deemed necessary to qualify or to ensure the continued qualification of the Plan under the Internal Revenue Code. The foregoing right shall be exercised only by action of the Board except that the Committee, by a written instrument, duly executed by a majority of its members, may make (a) any amendment which may be necessary or desirable to ensure the continued qualification of the Plan and its related trust under the Internal Revenue Code or which may be necessary to comply with the requirements of ERISA, or any regulations or interpretations issued by the Department of Labor or the Internal Revenue Service with respect to the requirements of ERISA or the Internal Revenue Code, (b) any amendment which is required by the provisions of any collective bargaining agreement between the Company and its Employees and (c) any other amendment which will not involve an estimated annual cost under the Plan (determined at the time of the amendment in a manner consistent with the requirements of ERISA) in excess of $200,000. No such amendment shall increase the duties or responsibilities of the Trustee without its consent thereto in writing. No such amendment shall have the effect of diverting the whole or any part of the principal or income of the Fund to purposes other than for the exclusive benefit of Participants and others having an interest in the Plan, prior to the satisfaction of all liabilities with respect to them. It is intended that termination of the Plan by one or more of the Participating Companies will not necessarily constitute termination of the Plan by the remaining Participating Companies.

16.2 EFFECT OF TERMINATION. Upon the termination or partial termination of the Plan, the rights of all affected Participants to their respective accrued benefits under the Plan shall be nonforfeitable to the extent then funded. Upon the withdrawal from the Plan of, or the complete discontinuance of contributions to the Plan by any Participating Company such rights of all Participants who are Employees of such Company shall likewise be nonforfeitable to the extent then funded. In either such event, the Committee shall (except as provided in
Section 16.3) direct the Trustee as to the allocation of the applicable assets of the Plan, in accordance with the following provisions of this Section 16.2. After providing for the expenses of the Plan, the assets remaining in the account of each Participating Company withdrawing from the Plan or discontinuing contributions under the Plan shall be used and applied for the benefit of its Employees and their beneficiaries in the manner prescribed by Section 4044 of ERISA (or corresponding provision of any subsequent applicable law in effect at the time). The Committee may require that the benefits accrued hereunder be paid in cash or in the form of immediate or deferred

annuities or otherwise as it shall determine. After such allocation has been made, any residue of such applicable assets of the Plan may be distributed to such Company if all liabilities of the Plan with respect to its Employees and their beneficiaries have been satisfied and the distribution does not contravene any applicable provisions of law.

16.3 TRUST FUND CONTINUATION. If the Plan is terminated but the Board determines that the Fund shall be continued pursuant to its terms and the provisions of this Section 16.3, no further contributions will thereafter be made by the Company, the rights of all Participants to their accrued benefits under the Plan shall be nonforfeitable to the extent then funded, but the Fund shall be administered as though the Plan were otherwise in full force and effect, except that no further benefits will accrue after the date of termination. If the Fund is subsequently terminated, the Fund shall then be allocated and disbursed in accordance with the provisions of Section 16.2.

SECTION 17

TOP-HEAVY PLAN REQUIREMENTS

17.1 GENERAL RULE: For any Plan Year for which this Plan is a Top-Heavy Plan, as defined in Section 17.8, any other provisions of this Plan to the contrary notwithstanding, this Plan shall be subject to the provisions of this
Section 17.

17.2 VESTING PROVISIONS: Each Participant who has completed an "hour of service" (as defined in Section 1 hereof) after the Plan becomes top heavy and while the Plan is top heavy and who has completed the Service specified in the following table shall be vested in his accrued benefit under this Plan at least as rapidly as is provided in the following schedule:

   Years of Service           Vested Percentage
   ----------------           -----------------
Less than 2 years                     0%
2 but less than 3 years              20%
3 but less than 4 years              40%
4 but less than 5 years              60%
5 years or more                     100%

If an account becomes vested by reason of the application of the preceding schedule, it may not thereafter be forfeited by reason of reemployment after retirement pursuant to a suspension of benefits provision, by reason of withdrawal of any mandatory Employee contributions to which employer contributions were keyed, or for any other reason. If the Plan subsequently ceases to be top-heavy, the preceding schedule shall continue to apply with respect to any Participant who had at least 3 years of service (as defined in Treasury Regulation Section 1.411(a)-8T(b)(3)) as of the close of the last year that the Plan was top-heavy, except that each Participant whose non-forfeitable percentage of his accrued benefit derived from employer contributions is determined under such amended schedule, and who has completed at least 3 years of service with the employer, may elect, during the election period, to have the non-forfeitable percentage of his accrued benefit derived from employer contributions determined without regard to such amendment if his non-forfeitable percentage under the Plan as amended is, at any time, less than such percentage determined without regard to such amendment. For all other Participants, the non-forfeitable percentage of their accrued benefit prior to the date the Plan ceased to be top-heavy shall not be reduced, but future increases in the non- forfeitable percentage shall be made only in accordance with Section 8.1.

17.3 MINIMUM BENEFIT PROVISIONS: Each Participant who is a Non-Key Employee, as defined in Section 17.8(d), shall be entitled to an accrued benefit in the form of a single-life annuity (with no ancillary benefits) beginning at his Normal Retirement Date, that shall

not be less than his average annual Participant's compensation, within the meaning of Code Section 415, for years in the Testing Period multiplied by the lesser of: (a) 2% multiplied by the number of years of Top-Heavy Service or (b) 20%. A Non-Key Employee may not fail to receive a minimum benefit because of a failure to receive a specified amount of compensation or a failure to make mandatory Employee or elective contributions.

"Testing Period" means, with respect to a Participant, the period of consecutive years of Top-Heavy Service, not exceeding 5, during which the Participant had the greatest aggregate compensation, within the meaning of Code
Section 415, from the Company. "Top-Heavy Service" means his Credited Service credited under Section 1. Top-Heavy Service shall not include any Credited Service before July 1, 1984 or any Credited Service that begins after the close of the last Plan Year in which the Plan was a Top-Heavy Plan. Years before and after such excluded periods shall be considered consecutive for purposes of determining the Testing Period.

17.4 LIMITATION ON COMPENSATION: A Participant's annual compensation taken into account under this Section 17 and under Section 1 for purposes of computing benefits under this Plan shall not be in excess of $200,000 prior to January 1, 1994, or $150,000 on or after January 1, 1994. Such amount shall be adjusted automatically for each Plan Year to the amount prescribed by the Secretary of the Treasury or his delegate pursuant to regulations for the calendar year in which such Plan Year commences.

17.5 LIMITATION OF BENEFITS: In the event that the Company, other Employer or an Affiliate (hereinafter in this Article collectively referred to as a "Considered Company") also maintains a defined contribution plan providing contributions on behalf of Participants in this Plan, one of the two following provisions shall apply:

(a) If for a Plan Year this would not be a Top-Heavy Plan if "90 percent" were substituted for "60 percent" in Section 17.8, then the percentages used in Section 17.3 are changed to be the lesser of
(i) 3% multiplied by the number of years of Top-Heavy Service or
(ii) the lesser of 30% or 20% plus 1% for each year the Plan is taken into account under this subsection (a).

(b) If for a Plan Year this Plan would continue to be a Top- Heavy Plan if "90 percent" were substituted for "60 percent" in
Section 17.8, then the denominator of both the defined contribution plan fraction and the defined benefit plan fraction shall be calculated as set forth in Section 6.7(III), for the limitation year ending in such Plan Year by substituting "1.0" for "1.25" in each place such figure appears. This subsection (b) will not apply for such Plan Year with respect to any individual for whom there are no
(i) Company contributions, forfeitures or voluntary

non-deductible contributions allocated to such individual or
(ii) accruals for such individual under the defined benefit plan. Furthermore, the transitional rule set forth in Code
Section 415(e)(6)(B)(i) shall be applied by substituting "Forty-One Thousand Five Hundred Dollars ($41,500)" for "Fifty-One Thousand Eight Hundred Seventy-Five Dollars ($51,875)" where it appears therein.

17.6 COORDINATION WITH OTHER PLANS: In the event that another defined contribution or defined benefit plan maintained by a Considered Company provides contributions or benefits on behalf of Participants in this Plan, such other plan shall be treated as a part of this Plan pursuant to applicable principles prescribed by U.S. Treasury Regulations or IRS rulings to determine whether this Plan satisfies the requirements of Sections 17.2, 17.3 and 17.4 and to avoid inappropriate omissions or inappropriate duplication of minimum contributions. Such determination shall be made upon the advice of counsel by the Committee. In the event a Participant is covered both by a top-heavy defined benefit plan and a top-heavy defined contribution plan, a comparability analysis (as prescribed by Revenue Ruling 81-202 or any successor ruling) shall be performed in order to establish that the plans are providing benefits at least equal to the defined benefit minimum. If it becomes necessary to establish that the plans are providing benefits not less than the defined benefit minimum, the Employer or the Company shall take appropriate action to cause an adjustment in either or both of benefits or contributions in order that such minimum benefits be provided.

17.7 DISTRIBUTIONS TO CERTAIN KEY EMPLOYEES: Notwithstanding any other provision of this Plan to the contrary, the entire interest in this Plan of each Participant who is a 5% owner (as described in Section 416(i)(A) of the Code determined with respect to the Plan Year ending in the calendar year in which such individual attains age 70 1/2), shall be distributed to such Participant not later than the first day of April following the calendar year in which such individual attains age 70 1/2.

17.8 DETERMINATION OF TOP-HEAVY STATUS: The Plan shall be a Top-Heavy Plan for any Plan Year if, as of the Determination Date, the present value of the cumulative accrued benefits under the Plan determined as of the Valuation Date for Participants (including former Participants) who are Key Employees exceeds 60% of the present value of the cumulative accrued benefits under the Plan for all Participants (including former Participants) or, if this Plan is required to be in an Aggregation Group, any such Plan Year in which such Group is a Top- Heavy Group.

In determining Top-Heavy status, if an individual has not performed 1 hour of service for any Considered Company at any time during the five-year period ending on the Determination Date, any accrued benefit for such individual and the aggregate accounts of such individual shall not be taken into account. The accrued benefit of any Employee (other than a Key Employee) shall be determined under (a) the method, if any,

that uniformly applies for accrual purposes under all plans maintained by the Aggregation Group or (b) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Code Section 411(b)(1)(C).

For purposes of this Section, the capitalized words have the following meanings:

(a) "Aggregation Group" means the group of plans, if any, that includes both the group of plans required to be aggregated and the group of plans permitted to be aggregated. The group of plans required to be aggregated (the "required aggregation group") includes:

(i) Each plan of a Considered Company in which a Key Employee is a participant in the Plan Year containing the Determination Date, or any of the 4 preceding Plan Years, and

(ii) Each other plan, including collectively bargained plans, of a Considered Company which, during this period, enables a plan in which a Key Employee is a participant to meet the requirements of Section 401(a)(4) or 410 of the Code.

The group of plans that are permitted to be aggregated (the "permissive aggregation group") includes the required aggregation group plus one or more plans of a Considered Company that is not part of the required aggregation group and that the Considered Company certifies as a plan within the permissive aggregation group. Such plan or plans may be added to the permissive aggregation group only if, after the addition, the aggregation group as a whole continues to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

(b) "Determination Date" means for any Plan Year the last day of the immediately preceding Plan Year or in the case of the first Plan Year of the Plan, Determination Date means the last day of such Plan Year.

(c) "Key Employee" means any Participant (and any beneficiary of a Participant under this Plan) who at any time during the determination period was an officer of the Employer if such individual's annual compensation exceeds 50% of the amount in effect under Code Section 415(b)(1)(A), an owner (or considered an owner under Code Section 318) of 1 of the 10 largest interests in the Employer if such individual's compensation exceeds 100% of the amount in effect under Section 6.7(IV)4A, a 5% owner of the Employer, or a 1% owner of the

Employer who has an annual compensation of more than $150,000. The determination period is the Plan Year containing the determination date and the 4 preceding Plan Years. The determination of who is a Key Employee will be made in accordance with Code Section 416(i)(1) and the regulations thereunder.

(d) A "Non-Key Employee" means any Employee (and any beneficiary of an Employee) who is not a Key Employee.

(e) "Top-Heavy Group" means the Aggregation Group, if as of the applicable Determination Date, the sum of the present value of the cumulative accrued benefits for Key Employees under all defined benefit plans included in the Aggregation Group plus the aggregate of the accounts of Key Employees under all defined contribution plans included in the Aggregation Group exceeds 60% of the sum of the present value of the cumulative accrued benefits for all Employees, excluding former Key Employees as provided in paragraph (i) below, under all such defined benefit plans plus the aggregate accounts for all Employees, excluding former Key Employees as provided in paragraph (i) below, under all such defined contribution plans. In determining Top- Heavy status, if an individual has not performed 1 hour of service for any Considered Company at any time during the five-year period ending on the Determination Date, any accrued benefit for such individual and the aggregate accounts of such individual shall not be taken into account. If the Aggregation Group that is a Top-Heavy Group is a permissive aggregation group, only those plans that are part of the required aggregation group will be treated as Top-Heavy Plans. If the Aggregation Group is not a Top-Heavy Group, no plan within such group will be a Top-Heavy Plan.

In determining whether this Plan constitutes a Top-Heavy Plan, the Committee (or its agent) will make the following adjustments in connection therewith:

(f) When more than one plan is aggregated, the Committee shall determine separately for each plan as of each plan's Determination Date the present value of the accrued benefits (for this purpose using the actuarial assumptions set forth in the applicable plan, and if such assumptions are not set forth in the applicable plan, using the assumptions set forth in this Plan) or account balance. The results shall then be aggregated by adding the results of each plan as of the Determination Dates for such plans that fall within the same calendar year.

(g) In determining the present value of the cumulative accrued benefit (for this purpose using the actuarial assumptions set forth in
Section 1(xv) hereof or the amount of the account of any Employee, such present value or account will include the amount in dollar value of the aggregate distributions made to such Employee under the applicable plan during the five-year period ending on the Determination Date unless reflected in the value of the accrued benefit or account balance as of the most recent Valuation Date. The amounts will include distributions to Employees which represented the entire amount credited to their accounts under the applicable plan.

(h) Further, in making such determination, such present value or such account shall not include any rollover contribution (or similar transfer) initiated by the Employee and made after December 31, 1983 to an applicable plan.

(i) If the rollover contribution (or similar transfer) is initiated by the Employee and made to or from a plan maintained by another Considered Company, the plan providing the distribution shall include such distribution in the present value or such account; the plan accepting the distribution shall not include such distribution in the present value or such account unless the plan accepted it before December 31, 1983.

(ii) If the rollover contribution (or similar transfer) is not initiated by the Employee or made from a plan maintained by another Considered Company, the plan accepting the distribution shall include such distribution in the present value or such account, whether the plan accepted the distribution before or after December 31, 1983; the plan making the distribution shall not include the distribution in the present value or such account.

(i) Further, in making such determination, in any case where an individual is a Non-Key Employee with respect to an applicable plan but was a Key Employee with respect to such plan for any prior Plan Year, any accrued benefit and any account of such Employee shall be altogether disregarded. For this purpose, to the extent that a Key Employee is deemed to be a Key Employee if he or she met the definition of Key Employee within any of the 4 preceding Plan Years, this provision shall apply following the end of such period of time.

(j) "Valuation Date" means for purposes for determining the present value of an accrued benefit as of the Determination Date the date determined as of the most recent valuation date which is within a twelve-month period ending on the Determination Date. For the first plan year of a plan, the accrued benefit for a current Employee shall be determined either as if the individual (i) terminated service as of the Determination Date or (ii) terminated service as of the Valuation Date, but taking into account the estimated accrued benefit as of the Determination Date. The Valuation Date shall be determined in accordance with the principles set forth in Q.&A. T-25 of Treasury Regulations Section 1.416-1.

(k) For purposes of this Section, "compensation" shall have the meaning given to it in Section 6.7(IV)5 of the Plan.

IN WITNESS WHEREOF, The M. W. Kellogg Company has caused these presents to be executed by its duly authorized officers in a number of copies, all of which shall constitute one and the same instrument, which may be sufficiently evidenced by any executed copy hereof, this 15th day of April, 1994, but effective as of January 1, 1989.

THE M. W. KELLOGG COMPANY

================================================================================
      AGE                      10 Years to   15 Years to  10 Years to
                                 But less     But less      But less
                   Less than     than 15       than 20      than 25     25 Years
                   10 Years       Years         Years        Years       or more
================================================================================
      55.0          .450           .500         .550          .600        .650
- --------------------------------------------------------------------------------
      55.1          .453           .503         .553          .603        .653
- --------------------------------------------------------------------------------
      55.2          .455           .505         .555          .605        .655
- --------------------------------------------------------------------------------
      55.3          .458           .508         .558          .608        .658
- --------------------------------------------------------------------------------
      55.4          .460           .510         .560          .610        .660
- --------------------------------------------------------------------------------
      55.5          .463           .513         .563          .613        .663
- --------------------------------------------------------------------------------
      55.6          .465           .515         .565          .615        .665
- --------------------------------------------------------------------------------
      55.7          .468           .518         .568          .618        .668
- --------------------------------------------------------------------------------
      55.8          .470           .520         .570          .620        .670
- --------------------------------------------------------------------------------
      55.9          .473           .523         .573          .622        .673
- --------------------------------------------------------------------------------
      55.10         .475           .525         .575          .625        .675
- --------------------------------------------------------------------------------
      55.11         .478           .528         .578          .628        .678
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      56.0          .480           .530         .580          .630        .680
- --------------------------------------------------------------------------------
      56.1          .483           .533         .583          .633        .683
- --------------------------------------------------------------------------------
      56.2          .487           .537         .587          .637        .687
- --------------------------------------------------------------------------------
      56.3          .490           .540         .590          .640        .690
- --------------------------------------------------------------------------------
      56.4          .493           .543         .593          .643        .693
- --------------------------------------------------------------------------------
      56.5          .497           .547         .597          .647        .697
- --------------------------------------------------------------------------------

                                       -62-

================================================================================
      AGE                      10 Years to   15 Years to  10 Years to
                                 But less     But less      But less
                   Less than     than 15       than 20      than 25     25 Years
                   10 Years       Years         Years        Years       or more
================================================================================
      56.6          .500           .550         .600          .650        .700
- --------------------------------------------------------------------------------
      56.7          .503           .553         .603          .653        .703
- --------------------------------------------------------------------------------
      56.8          .507           .557         .607          .657        .707
- --------------------------------------------------------------------------------
      56.9          .510           .560         .610          .660        .710
- --------------------------------------------------------------------------------
      56.10         .513           .563         .613          .663        .713
- --------------------------------------------------------------------------------
      56.11         .517           .567         .617          .667        .717
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      57.0          .520           .570         .620          .670        .720
- --------------------------------------------------------------------------------
      57.1          .523           .573         .623          .673        .723
- --------------------------------------------------------------------------------
      57.2          .527           .577         .627          .677        .727
- --------------------------------------------------------------------------------
      57.3          .530           .580         .630          .680        .730
- --------------------------------------------------------------------------------
      57.4          .533           .583         .633          .683        .733
- --------------------------------------------------------------------------------
      57.5          .537           .587         .637          .687        .737
- --------------------------------------------------------------------------------
      57.6          .540           .590         .640          .690        .740
- --------------------------------------------------------------------------------
      57.7          .543           .593         .643          .693        .743
- --------------------------------------------------------------------------------
      57.8          .547           .597         .647          .697        .747
- --------------------------------------------------------------------------------
      57.9          .550           .600         .650          .700        .750
- --------------------------------------------------------------------------------
     57.10          .533           .603         .653          .703        .753
- --------------------------------------------------------------------------------
     57.11          .557           .607         .657          .707        .757
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      58.0          .560           .610         .660          .710        .760
- --------------------------------------------------------------------------------
      58.1          .563           .613         .663          .713        .763
- --------------------------------------------------------------------------------
      58.2          .567           .617         .667          .717        .767
- --------------------------------------------------------------------------------
      58.3          .570           .620         .670          .720        .770
- --------------------------------------------------------------------------------

                                       -63-

================================================================================
      AGE                      10 Years to   15 Years to  10 Years to
                                 But less     But less      But less
                   Less than     than 15       than 20      than 25     25 Years
                   10 Years       Years         Years        Years       or more
================================================================================
      58.4          .573           .623         .673          .723        .773
- --------------------------------------------------------------------------------
      58.5          .577           .627         .677          .727        .777
- --------------------------------------------------------------------------------
      58.6          .580           .630         .680          .730        .780
- --------------------------------------------------------------------------------
      58.7          .583           .633         .683          .733        .783
- --------------------------------------------------------------------------------
      58.8          .587           .637         .687          .737        .787
- --------------------------------------------------------------------------------
      58.9          .590           .640         .690          .740        .790
- --------------------------------------------------------------------------------
     58.10          .593           .643         .693          .743        .793
- --------------------------------------------------------------------------------
     58.11          .597           .647         .697          .747        .797
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      59.0          .600           .650         .700          .750        .800
- --------------------------------------------------------------------------------
      59.1          .604           .654         .704          .754        .804
- --------------------------------------------------------------------------------
      59.2          .608           .658         .708          .758        .808
- --------------------------------------------------------------------------------
      59.3          .613           .663         .713          .763        .813
- --------------------------------------------------------------------------------
      59.4          .617           .667         .717          .767        .817
- --------------------------------------------------------------------------------
      59.5          .621           .671         .721          .771        .821
- --------------------------------------------------------------------------------
      59.6          .625           .675         .725          .775        .825
- --------------------------------------------------------------------------------
      59.7          .629           .679         .729          .779        .829
- --------------------------------------------------------------------------------
      59.8          .633           .683         .733          .783        .833
- --------------------------------------------------------------------------------
      59.9          .638           .688         .738          .788        .838
- --------------------------------------------------------------------------------
     59.10          .642           .692         .742          .792        .842
- --------------------------------------------------------------------------------
     59.11          .646           .696         .746          .796        .846
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      60.0          .650           .700         .750          .800        .850
- --------------------------------------------------------------------------------
      60.1          .654           .704         .754          .804        .854
- --------------------------------------------------------------------------------

                                       -64-

================================================================================
      AGE                      10 Years to   15 Years to  10 Years to
                                 But less     But less      But less
                   Less than     than 15       than 20      than 25     25 Years
                   10 Years       Years         Years        Years       or more
================================================================================
      60.2          .658           .708         .758          .808        .858
- --------------------------------------------------------------------------------
      60.3          .663           .713         .763          .813        .863
- --------------------------------------------------------------------------------
      60.4          .667           .717         .767          .817        .867
- --------------------------------------------------------------------------------
      60.5          .671           .721         .771          .821        .871
- --------------------------------------------------------------------------------
      60.6          .675           .725         .775          .825        .875
- --------------------------------------------------------------------------------
      60.7          .679           .729         .779          .829        .879
- --------------------------------------------------------------------------------
      60.8          .683           .733         .783          .833        .883
- --------------------------------------------------------------------------------
      60.9          .688           .738         .788          .838        .888
- --------------------------------------------------------------------------------
      60.10         .692           .742         .792          .842        .892
- --------------------------------------------------------------------------------
      60.11         .696           .746         .796          .846        .896
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      61.0          .700           .750         .800          .850        .900
- --------------------------------------------------------------------------------
      61.1          .706           .756         .806          .856        .906
- --------------------------------------------------------------------------------
      61.2          .712           .762         .812          .862        .912
- --------------------------------------------------------------------------------
      61.3          .718           .768         .818          .868        .918
- --------------------------------------------------------------------------------
      61.4          .723           .773         .823          .873        .923
- --------------------------------------------------------------------------------
      61.5          .729           .779         .829          .879        .929
- --------------------------------------------------------------------------------
      61.6          .735           .785         .835          .885        .935
- --------------------------------------------------------------------------------
      61.7          .741           .791         .841          .891        .941
- --------------------------------------------------------------------------------
      61.8          .747           .797         .847          .897        .947
- --------------------------------------------------------------------------------
      61.9          .753           .803         .853          .903        .953
- --------------------------------------------------------------------------------
      61.10         .758           .808         .858          .908        .958
- --------------------------------------------------------------------------------
      61.11         .764           .814         .864          .914        .964
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                                       -65-

================================================================================
      AGE                      10 Years to   15 Years to  10 Years to
                                 But less     But less      But less
                   Less than     than 15       than 20      than 25     25 Years
                   10 Years       Years         Years        Years       or more
================================================================================
      62.0          .770           .820         .870          .920        .970
- --------------------------------------------------------------------------------
      62.1          .775           .825         .875          .923        .971
- --------------------------------------------------------------------------------
      62.2          .780           .830         .880          .927        .972
- --------------------------------------------------------------------------------
      62.3          .785           .835         .885          .930        .973
- --------------------------------------------------------------------------------
      62.4          .790           .840         .890          .933        .973
- --------------------------------------------------------------------------------
      62.5          .795           .845         .895          .937        .974
- --------------------------------------------------------------------------------
      62.6          .800           .850         .900          .940        .975
- --------------------------------------------------------------------------------
      62.7          .805           .855         .905          .943        .976
- --------------------------------------------------------------------------------
      62.8          .810           .860         .910          .947        .977
- --------------------------------------------------------------------------------
      62.9          .815           .865         .915          .950        .978
- --------------------------------------------------------------------------------
      62.10         .820           .870         .920          .953        .978
- --------------------------------------------------------------------------------
      62.11         .825           .875         .925          .957        .979
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      63.0          .830           .880         .930          .960        .980
- --------------------------------------------------------------------------------
      63.1          .837           .885         .933          .962        .981
- --------------------------------------------------------------------------------
      63.2          .843           .890         .937          .963        .982
- --------------------------------------------------------------------------------
      63.3          .850           .895         .940          .965        .983
- --------------------------------------------------------------------------------
      63.4          .857           .900         .943          .967        .983
- --------------------------------------------------------------------------------
      63.5          .863           .905         .947          .968        .984
- --------------------------------------------------------------------------------
      63.6          .870           .910         .950          .970        .985
- --------------------------------------------------------------------------------
      63.7          .877           .915         .953          .972        .986
- --------------------------------------------------------------------------------
      63.8          .883           .920         .957          .973        .987
- --------------------------------------------------------------------------------
      63.9          .890           .925         .960          .975        .988
- --------------------------------------------------------------------------------
      63.10         .897           .930         .963          .977        .988
- --------------------------------------------------------------------------------

                                         -66-

================================================================================
      AGE                      10 Years to   15 Years to  10 Years to
                                 But less     But less      But less
                   Less than     than 15       than 20      than 25     25 Years
                   10 Years       Years         Years        Years       or more
================================================================================
      63.11         .903           .935         .967          .978        .989
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      64.0          .910           .940         .970          .980        .990
- --------------------------------------------------------------------------------
      64.1          .918           .945         .973          .982        .991
- --------------------------------------------------------------------------------
      64.2          .925           .950         .975          .983        .992
- --------------------------------------------------------------------------------
      64.3          .933           .955         .978          .985        .993
- --------------------------------------------------------------------------------
      64.4          .940           .960         .980          .987        .993
- --------------------------------------------------------------------------------
      64.5          .948           .965         .983          .988        .994
- --------------------------------------------------------------------------------
      64.6          .955           .970         .985          .990        .995
- --------------------------------------------------------------------------------
      64.7          .963           .975         .988          .992        .996
- --------------------------------------------------------------------------------
      64.8          .970           .980         .990          .993        .997
- --------------------------------------------------------------------------------
      64.9          .978           .985         .993          .995        .998
- --------------------------------------------------------------------------------
      64.10         .985           .990         .995          .997        .998
- --------------------------------------------------------------------------------
      64.11         .993           .995         .998          .998        .999
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      65.0          1.000         1.000         1.000        1.000        1.000
================================================================================

Exhibit 10.24

Plan #194

DRESSER INDUSTRIES, INC.

RETIREMENT SAVINGS PLAN - A

EFFECTIVE MAY 31, 1995

                              TABLE OF CONTENTS

                                                                            Page

ARTICLE 1 - INTRODUCTION AND MERGER PROVISIONS . . . . . . . . . . . . . . .   1

     Section 1.1.   Establishment of Plan. . . . . . . . . . . . . . . . . .   1
     Section 1.2.   Rules for Merger . . . . . . . . . . . . . . . . . . . .   1

ARTICLE 2 - JOINING THE PLAN . . . . . . . . . . . . . . . . . . . . . . . .   2

     Section 2.1.   Employees Eligible to Participate. . . . . . . . . . . .   2
     Section 2.2.   Initial Enrollment and Membership. . . . . . . . . . . .   3
     Section 2.3.   Transfers. . . . . . . . . . . . . . . . . . . . . . . .   4
     Section 2.4.   Recommencement by Former Employee. . . . . . . . . . . .   5
     Section 2.5.   Leased Employees . . . . . . . . . . . . . . . . . . . .   5
     Section 2.6.   Spinoff. . . . . . . . . . . . . . . . . . . . . . . . .   5

ARTICLE 3 - CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . .   6

     Section 3.1.   Employee Contributions . . . . . . . . . . . . . . . . .   6
     Section 3.2.   Company Contributions. . . . . . . . . . . . . . . . . .   7
     Section 3.3.   Rollover Contributions . . . . . . . . . . . . . . . . .   9
     Section 3.4.   Employee Contribution Elections. . . . . . . . . . . . .   9
     Section 3.5.   Payment of Contributions to Trust. . . . . . . . . . . .  10
     Section 3.6.   Statutory Limitations and Disposition of
                    Excess.. . . . . . . . . . . . . . . . . . . . . . . . .  11
     Section 3.7.   Reemployed Veterans. . . . . . . . . . . . . . . . . . .  14

ARTICLE 4 - ACCOUNTS OF MEMBERS. . . . . . . . . . . . . . . . . . . . . . .  16

     Section 4.1.   Individual Account for Each Member . . . . . . . . . . .  16
     Section 4.2.   Separate Accounting. . . . . . . . . . . . . . . . . . .  17
     Section 4.3.   Benefits Not Assignable. . . . . . . . . . . . . . . . .  17

ARTICLE 5 - INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .  19

     Section 5.1.   In General . . . . . . . . . . . . . . . . . . . . . . .  19
     Section 5.2.   Allocation of Contributions to
          Investment Options . . . . . . . . . . . . . . . . . . . . . . . .  19
     Section 5.3.   Transfer of Investments. . . . . . . . . . . . . . . . .  19
     Section 5.4.   Loans. . . . . . . . . . . . . . . . . . . . . . . . . .  20
     Section 5.5.   Named Fiduciary. . . . . . . . . . . . . . . . . . . . .  20

ARTICLE 6 - DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . .  21

     Section 6.1.   When Distribution May Be Made. . . . . . . . . . . . . .  21
     Section 6.2.   Forms of Distribution. . . . . . . . . . . . . . . . . .  21
     Section 6.3.   Elections Regarding Distribution . . . . . . . . . . . .  22
     Section 6.4.   Required Time for Distribution . . . . . . . . . . . . .  23
     Section 6.5.   Statutory Requirements Regarding
     Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
     Section 6.6.   Distribution upon Death. . . . . . . . . . . . . . . . .  25
     Section 6.7.   Direct Rollover of Distribution. . . . . . . . . . . . .  26
     Section 6.8.   Facility of Payment. . . . . . . . . . . . . . . . . . .  28
     Section 6.9.   Forfeitures. . . . . . . . . . . . . . . . . . . . . . .  28
     Section 6.10.  Recovery of Payments Made by Mistake . . . . . . . . . .  29

ARTICLE 7 - WITHDRAWALS. . . . . . . . . . . . . . . . . . . . . . . . . . .  30

     Section 7.1.   Withdrawals from After-tax Account . . . . . . . . . . .  30


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     Section 7.2.   Hardship Withdrawals . . . . . . . . . . . . . . . . . .  30

ARTICLE 8 - LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33

     Section 8.1.   Eligibility for Loan . . . . . . . . . . . . . . . . . .  33
     Section 8.2.   Terms of Loan. . . . . . . . . . . . . . . . . . . . . .  33
     Section 8.3.   Accounting for Loans . . . . . . . . . . . . . . . . . .  35
     Section 8.4.   Administration of Loans. . . . . . . . . . . . . . . . .  35
     Section 8.5.   Preemption of Usury Laws . . . . . . . . . . . . . . . .  36
     Section 8.6.   Loans to Military Personnel. . . . . . . . . . . . . . .  36
     Section 8.7.   Disputes . . . . . . . . . . . . . . . . . . . . . . . .  36

ARTICLE 9 - VESTING AND SERVICE. . . . . . . . . . . . . . . . . . . . . . .  37

     Section 9.1.   Vesting. . . . . . . . . . . . . . . . . . . . . . . . .  37
     Section 9.2.   Service. . . . . . . . . . . . . . . . . . . . . . . . .  37

ARTICLE 10 - ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . . . . . . .  40

     Section 10.1.  Appointment of the Committee . . . . . . . . . . . . . .  40
     Section 10.2.  Conduct of Committee Business. . . . . . . . . . . . . .  40
     Section 10.3.  Records and Reports of the Committee . . . . . . . . . .  40
     Section 10.4.  Fiduciary Duties . . . . . . . . . . . . . . . . . . . .  41
     Section 10.5.  Investment Responsibilities. . . . . . . . . . . . . . .  41
     Section 10.6.  Responsibilities of the Board, the
          Committee, and the Trustee . . . . . . . . . . . . . . . . . . . .  42
     Section 10.7.  Allocation or Delegation of Duties and
          Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . .  44
     Section 10.8.  Procedure for the Allocation or
          Delegation of Fiduciary Duties . . . . . . . . . . . . . . . . . .  44
     Section 10.9.  Expenses . . . . . . . . . . . . . . . . . . . . . . . .  45
     Section 10.10. Indemnification. . . . . . . . . . . . . . . . . . . . .  45
     Section 10.11. Disputes . . . . . . . . . . . . . . . . . . . . . . . .  45
     Section 10.12. Claims Procedure . . . . . . . . . . . . . . . . . . . .  46
     Section 10.13. Appeal Procedure . . . . . . . . . . . . . . . . . . . .  47
     Section 10.14. Exhaustion of Administrative Remedies. . . . . . . . . .  49
     Section 10.15. Limitation on Actions. . . . . . . . . . . . . . . . . .  49
     Section 10.16. Federal Preemption . . . . . . . . . . . . . . . . . . .  49
     Section 10.17. No Right to Jury Trial; Evidence . . . . . . . . . . . .  50
     Section 10.18. Scope of Review. . . . . . . . . . . . . . . . . . . . .  50
     Section 10.19. Limitation on Damages. . . . . . . . . . . . . . . . . .  50
     Section 10.20. Member Plan Data . . . . . . . . . . . . . . . . . . . .  51
     Section 10.21. Advisors Not Fiduciaries . . . . . . . . . . . . . . . .  51

ARTICLE 11 - AMENDMENT, TERMINATION OR MERGER. . . . . . . . . . . . . . . .  52

     Section 11.1.  Amendment. . . . . . . . . . . . . . . . . . . . . . . .  52
     Section 11.2.  Termination. . . . . . . . . . . . . . . . . . . . . . .  52
     Section 11.3.  Merger . . . . . . . . . . . . . . . . . . . . . . . . .  53
     Section 11.4.  Representations Contrary to Plan . . . . . . . . . . . .  53

ARTICLE 12 - ESTABLISHMENT OF TRUST. . . . . . . . . . . . . . . . . . . . .  54

     Section 12.1.  Agreements of Trust. . . . . . . . . . . . . . . . . . .  54
     Section 12.2.  The Trustee. . . . . . . . . . . . . . . . . . . . . . .  54
     Section 12.3.  Trust Fund for Exclusive Benefit of
          Members of the Plan and Their Beneficiaries. . . . . . . . . . . .  55

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     Section 12.4.  Refund of Certain Company Contributions. . . . . . . . .  55

ARTICLE 13 - TOP-HEAVY REQUIREMENTS. . . . . . . . . . . . . . . . . . . . .  57

     Section 13.1.  Top-Heaviness Determination. . . . . . . . . . . . . . .  57
     Section 13.2.  Effect of Top-Heaviness. . . . . . . . . . . . . . . . .  57

ARTICLE 14 - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . .  59

     Section 14.1.  Employment Rights. . . . . . . . . . . . . . . . . . . .  59
     Section 14.2.  Headings . . . . . . . . . . . . . . . . . . . . . . . .  59
     Section 14.3.  Number and Gender. . . . . . . . . . . . . . . . . . . .  59
     Section 14.4.  Construction . . . . . . . . . . . . . . . . . . . . . .  59
     Section 14.5.  Adoption of Plan Contingent upon IRS
          Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59

ARTICLE 15 - GLOSSARY. . . . . . . . . . . . . . . . . . . . . . . . . . . .  61

     Section 15.1.  Account. . . . . . . . . . . . . . . . . . . . . . . . .  61
     Section 15.2.  Affiliated Company . . . . . . . . . . . . . . . . . . .  61
     Section 15.3.  After-tax Contribution . . . . . . . . . . . . . . . . .  62
     Section 15.4.  Basic Contribution . . . . . . . . . . . . . . . . . . .  62
     Section 15.5.  Beneficiary. . . . . . . . . . . . . . . . . . . . . . .  62
     Section 15.6.  Board. . . . . . . . . . . . . . . . . . . . . . . . . .  63
     Section 15.7.  Break in Service . . . . . . . . . . . . . . . . . . . .  63
     Section 15.8.  Code . . . . . . . . . . . . . . . . . . . . . . . . . .  63
     Section 15.9.  Committee. . . . . . . . . . . . . . . . . . . . . . . .  63
     Section 15.10. Company. . . . . . . . . . . . . . . . . . . . . . . . .  63
     Section 15.11. Date of Employment . . . . . . . . . . . . . . . . . . .  63
     Section 15.12. Date of Separation . . . . . . . . . . . . . . . . . . .  63
     Section 15.13. Disability . . . . . . . . . . . . . . . . . . . . . . .  64
     Section 15.14. Earnings . . . . . . . . . . . . . . . . . . . . . . . .  64
     Section 15.15. Effective Date . . . . . . . . . . . . . . . . . . . . .  65
     Section 15.16. Employee . . . . . . . . . . . . . . . . . . . . . . . .  65
     Section 15.17. ERISA. . . . . . . . . . . . . . . . . . . . . . . . . .  65
     Section 15.18. Former Member. . . . . . . . . . . . . . . . . . . . . .  65
     Section 15.19. Highly Compensated . . . . . . . . . . . . . . . . . . .  66
     Section 15.20. Investment Manager . . . . . . . . . . . . . . . . . . .  68
     Section 15.21. Investment Option. . . . . . . . . . . . . . . . . . . .  68
     Section 15.22. Limitation Year. . . . . . . . . . . . . . . . . . . . .  68
     Section 15.23. Matching Contribution. . . . . . . . . . . . . . . . . .  68
     Section 15.24. Member . . . . . . . . . . . . . . . . . . . . . . . . .  68
     Section 15.25. Non-grandfathered Member . . . . . . . . . . . . . . . .  68
     Section 15.26. Pension Equalizer Contribution . . . . . . . . . . . . .  69
     Section 15.27. Period of Service. . . . . . . . . . . . . . . . . . . .  69
     Section 15.28. Plan . . . . . . . . . . . . . . . . . . . . . . . . . .  69
     Section 15.29. Plan Year. . . . . . . . . . . . . . . . . . . . . . . .  69
     Section 15.30. Predecessor Plan . . . . . . . . . . . . . . . . . . . .  69
     Section 15.31. Pretax Contribution. . . . . . . . . . . . . . . . . . .  69
     Section 15.32. Test Compensation. . . . . . . . . . . . . . . . . . . .  69
     Section 15.33. Trust Agreement. . . . . . . . . . . . . . . . . . . . .  70
     Section 15.34. Trust Fund . . . . . . . . . . . . . . . . . . . . . . .  70
     Section 15.35. Trustee. . . . . . . . . . . . . . . . . . . . . . . . .  70

APPENDIX A -   CALCULATION OF PENSION EQUALIZER PERCENTAGE . . . . . . . . . A-1

APPENDIX B -   CALCULATION OF MEDISAVE CONTRIBUTIONS . . . . . . . . . . . . B-1

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APPENDIX C -   TK VALVE & MANUFACTURING PLAN MERGER. . . . . . . . . . . . . C-1

APPENDIX D -   MERGER OF SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
               WITH AND INTO THE DRESSER INDUSTRIES, INC. RETIREMENT
               SAVINGS PLANS . . . . . . . . . . . . . . . . . . . . . . . . D-1

APPENDIX E     MERGER OF WHEATLEY TXT CORP. EMPLOYEES' SAVINGS PLAN WITH
               AND INTO THE DRESSER INDUSTRIES, INC. RETIREMENT SAVINGS
               PLANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1

APPENDIX F     MERGER OF AVA INTERNATIONAL CORP. 401K PLAN WITH AND INTO
               THE DRESSER INDUSTRIES, INC. RETIREMENT SAVINGS PLANS . . . . F-1

ARTICLE 1

INTRODUCTION AND MERGER PROVISIONS

SECTION 1.1. ESTABLISHMENT OF PLAN. Effective at midnight, May 31, 1995 ("Effective Date"), Dresser Industries, Inc. establishes the Dresser Industries, Inc. Retirement Savings Plan - A ("Plan-A" or "Plan"). Plan-A is a spinoff of the Dresser Industries, Inc. Deferred Savings Plan, also known as Plan 145. As of the Effective Date and periodically thereafter, plans or portions of plans shall be folded into Plan-A, as more particularly described in Appendices D through F. The Plan is intended to be a profit-sharing plan.

SECTION 1.2. RULES FOR MERGER. The Dresser Industries, Inc. Employee Benefits Committee may make rules consistent with the Code and regulations thereunder, governing the transactions described in Section 1.1, including rules which specify when and in what manner assets are to be transferred to Plan-A, how they shall be invested initially, and how and when assets transferred to Plan-A subsequently may be invested in Investment Options in accordance with the Members' instructions.

ARTICLE 2

JOINING THE PLAN

SECTION 2.1. EMPLOYEES ELIGIBLE TO PARTICIPATE. An individual shall be eligible to participate in the Plan, if he is an Employee as defined by this Plan.

For purposes of this Plan, an Employee is any person employed by the Company who is compensated on a salaried basis and who is not:

(a) in a unit of employees covered by a collective bargaining agreement, unless such collective bargaining agreement specifically provides for participation in this Plan;

(b) a nonresident alien;

(c) employed by an operation located in Puerto Rico;

(d) a leased employee within the meaning of Code section 414(n); or

(e) covered under any other 401(k) plan or active defined benefit plan sponsored by the Company or an Affiliated Company, until such time as the individual is no longer working in covered employment as described in the other plan.

The Committee shall have the discretion to determine whether an individual is compensated on a salaried basis and is an Employee described in this Plan.

In the event that accounts are transferred from a Predecessor Plan to this Plan, only accounts of individuals who are Employees as described above, or former Predecessor Plan participants who, in the judgment of the Committee, would have participated in the Plan had they not terminated employment before the transfer, shall be transferred to this Plan.

SECTION 2.2. INITIAL ENROLLMENT AND MEMBERSHIP. An Employee shall be eligible to become a Member after completing three (3) months of Service (as defined in Section 9.2). The Employee shall

join the Plan on the first day of the month coincident with or next following the date the Employee completes this Service.

An Employee may enroll in the Plan by completing and delivering to the Committee an enrollment and beneficiary designation form and by making the initial investment and contribution elections in such manner as the Committee may permit. This information may be gathered electronically.

An Employee who fails to complete these forms shall become a Member, and receive Basic and Pension Equalizer Contributions (if applicable). Such Member's Beneficiary shall be determined as provided in Section 15.5, and such Member's Account shall be invested in Investment Options, as provided in the default procedure adopted by the Committee in accordance with Section 5.1.

A participant in a Predecessor Plan who is an Employee shall become a Member on the date the Predecessor Plan is merged into this Plan. The Committee shall determine which Investment Option under this Plan most closely resembles an investment option under a Predecessor Plan, and a Member's Account shall be invested accordingly, until the Company receives different investment directions from the Member.

SECTION 2.3. TRANSFERS.

(a) A person employed by the Company or an Affiliated Company who transfers from an ineligible job classification to an eligible job classification shall join the Plan on the date the person becomes an Employee, unless the individual has earned less than three months of Service at the time of the transfer. A person with less than three months of Service who is so transferred shall join the Plan as provided in Section 2.2.

(b) Any person employed by the Company who transfers to a position which makes that person ineligible to participate in the Plan shall cease participation and become a Former Member, but shall not be considered to have terminated employment.

(c) If a Member transfers to a position which makes that Member ineligible to participate in this Plan but eligible under a similar plan (as determined by the Committee) maintained by the Company or an Affiliated Company, such Member's Account under this Plan shall be transferred to the similar plan in a trust-to- trust transfer.

(d) Likewise, if an individual becomes a Member of this Plan in accordance with Section 2.3(a), and was participating previously in a similar plan (as determined by the Committee) maintained by the Company or an Affiliated Company, this Plan shall accept a trust-to-trust transfer of his account from that Plan. However, this Plan will not accept this transfer if the account is subject to the survivor benefit requirements of Code section 417, unless such requirements only apply to the portion of the account that is derived from contributions made to a Predecessor Plan.

SECTION 2.4. RECOMMENCEMENT BY FORMER EMPLOYEE. Any Employee who terminates employment and at a later date again becomes an Employee shall join the Plan on the Employee's reemployment date or, if later, the first day of the month coincident with or next following the date the Employee's Service totals three months.

SECTION 2.5. LEASED EMPLOYEES. Leased employees (within the meaning of Code section 414(n)) may not become Members. However, leased employees (within the meaning of Code section 414(n)) who become common-law employees shall be credited with Service for their periods of service as leased employees, as if they had been common-law employees during the time that they performed services for the Affiliated Companies.

SECTION 2.6. SPINOFF. If a Member is employed by a portion of the Company that is sold to another entity, divested, or transferred to a joint venture, that Member shall become a Former Member as of the date of the transaction. The Accounts of all Members so affected by this type of transaction shall be

transferred in a trust-to-trust transfer to a qualified retirement plan sponsored by the successor employer, if the successor employer agrees to the transfer. If the successor employer does not agree to the transfer, then the provisions of Section 6.1 apply.

ARTICLE 3

CONTRIBUTIONS

SECTION 3.1. EMPLOYEE CONTRIBUTIONS.

(a) PRETAX CONTRIBUTIONS. A Member who is not Highly Compensated on the last day of the preceding Plan Year may defer any whole percentage of Earnings up to 12% for the Plan Year as a Pretax Contribution. A Member who is Highly Compensated as of the last day of the preceding Plan Year may defer up to 10% of Earnings as a Pretax Contribution. A Member's pay shall be reduced for each pay period by the percentage of the elected Pretax Contribution, and this Pretax Contribution shall be paid to the Trustee as provided in Section 3.5.

(b) AFTER-TAX CONTRIBUTIONS. A Member who is not Highly Compensated on the last day of the preceding Plan Year may elect to contribute to the Member's Account for a Plan Year a whole percentage of Earnings up to 12%, as an After- tax Contribution. A Member who is Highly Compensated on the last day of the preceding Plan Year may elect to contribute a whole percentage of Earnings up to 10%. Contributions shall be withheld from the Member's paycheck each pay period and shall be paid to the Trustee as provided in Section 3.5.

(c) LIMIT ON TOTAL EMPLOYEE CONTRIBUTIONS. The sum of a non-Highly Compensated Member's Pretax Contributions and After-tax Contributions shall not exceed 12% of Earnings. For a Member who is Highly Compensated on the last day of the preceding Plan Year, such sum shall not exceed 10% of Earnings.

SECTION 3.2. COMPANY CONTRIBUTIONS.

(a) BASIC CONTRIBUTIONS. The Company shall contribute, on behalf of each Member, 3% of Earnings. This contribution shall be made semimonthly to the Basic Account of each Member.

(b) MATCHING CONTRIBUTIONS.

(1) The Company shall contribute, on behalf of each Member, a Matching Contribution equal to:

(A) 100% of the Pretax Contributions or After-tax Contributions of the Member, to the extent such employee contributions do not exceed 2% of Earnings;

(B) 50% of the Pretax Contributions or After-tax Contributions of the Member, to the extent such employee contributions exceed 2% of Earnings, but do not exceed 6% of Earnings.

(2) Matching Contributions shall be made semimonthly to the Matching Account of each Member who has made Employee contributions during the semimonthly period.

(c) MEDISAVE CONTRIBUTIONS. The Company shall make a Medisave Contribution to each eligible Member specified in Appendix B. The amount and timing of this contribution shall be in accordance with the provisions of Appendix B.

(d) PENSION EQUALIZER CONTRIBUTIONS. The Company shall contribute, on behalf of each eligible Member, the Equalizer Percentage of the Member's Earnings. This contribution shall be made semimonthly to the Pension Equalizer Account of each eligible Member. The Equalizer Percentage for a Member shall be determined under the formula described in Appendix A. A Member who was an active participant in the Dresser Industries, Inc. Consolidated Salaried Retirement Plan ("DIICON") on the Effective Date shall be eligible for Pension Equalizer Contributions, unless such Member was not employed by the Company on such date, and was an active participant merely because such Member was (i) employed by an entity described in Articles 11 or 12 of DIICON, or (ii) Totally Disabled as described in Section 1.48 of DIICON.

As soon as administratively feasible following the date a Member attains age 65, that Member's Pension Equalizer Account balance (plus any hypothetical equalizer account balance under a

nonqualified plan) shall be compared to the single-sum value, calculated as of the Member's Equalizer Age, of the Shortfall Amount determined under the Fourth Step of Appendix A. This single-sum value shall be determined by the DIICON Actuary, using the conversion factor described in the Third Step of Appendix A.

If the balance determined under the preceding paragraph is equal to or greater than the single-sum value of the Shortfall Amount, then the Member's Pension Equalizer Contribution shall cease permanently. However, if the balance determined under the preceding paragraph is less than the single-sum value of the Shortfall Amount, then the minimum number of additional semimonthly Pension Equalizer Contributions that are necessary to cause such balance to equal or exceed the single-sum value of the Shortfall Amount shall be estimated. The Member's Pension Equalizer Account shall continue to receive Pension Equalizer Contributions until the earlier of (i) the date the Member retires or otherwise terminates employment, or (ii) the date the Member receives the estimated number of Pension Equalizer Contributions, after which date the Member's Pension Equalizer Contributions shall cease permanently.

SECTION 3.3. ROLLOVER CONTRIBUTIONS. The Plan shall accept cash Rollover Contributions (within the meaning of Code section 402(c), including optional direct transfers under Code 401(a)(31)) on behalf of a Member from any plan qualified under section 401(a) of the Code. Rollover Contributions may be made at such time and in such manner as the Committee may prescribe. A Rollover Contribution shall be forwarded to the Trustee as provided in Section 3.5, if it is not paid directly to the Trustee.

SECTION 3.4. EMPLOYEE CONTRIBUTION ELECTIONS. A Member shall designate the level of Pretax Contributions and the level of After-tax Contributions at the time the Member enrolls in the Plan. These elections shall remain in effect until changed by the Member,

unless the Member's elections are suspended as a consequence of a hardship withdrawal or any other in-service withdrawal.

A Member may change the rate of employee contributions at any time, and the most recent change will be implemented semimonthly. Elections under this
Section shall be made at such time, in such manner and in such form as the Committee may prescribe through uniform and nondiscriminatory rules.

Additionally, a Member may elect to suspend all employee contributions at any time. Such suspension shall take effect with the next available pay period following the date of the suspension request. If a Member suspends all employee contributions, that Member shall not be permitted to share in Matching Contributions during the suspension or to resume employee contributions until four (4) months after the effective date of the suspension.

The Committee may reduce, suspend, or refund a Highly Compensated Member's contributions, if the Committee finds that it is necessary to ensure compliance with any of the nondiscrimination tests set forth in Section 3.6. Unless a Member has changed or revoked elections in the meantime, such Member's elections may be restored as of the first day of the Plan Year following such an action by the Committee, or such earlier date as the Committee deems appropriate.

SECTION 3.5. PAYMENT OF CONTRIBUTIONS TO TRUST. The Company shall forward contributions made by Employees to the Trustee on the earliest date the contributions reasonably may be segregated from the Company's general assets. Pretax Contributions and After-tax Contributions shall be forwarded no later than 90 days after the date these contributions are withheld from the contributing Member's pay. If a Rollover Contribution is not paid directly to the Trustee, the contribution shall be forwarded no later than 90 days after the date the Company receives the contribution.

SECTION 3.6. STATUTORY LIMITATIONS AND DISPOSITION OF EXCESS.

(a) The maximum Pretax Contribution that a Member may make to this Plan (when combined with any other plan containing a cash or deferred arrangement sponsored by the Company or an Affiliated Company) is specified in Code section
402(g)(1). The limit is $9,240 for 1995 and is adjusted for cost-of-living by the Secretary of the Treasury.

If a Member elects a rate of Pretax Contributions that, in the judgment of the Committee, would cause the Code section 402(g)(1) limit to be violated, then the contributions that are elected by the Member that are in excess of the limit shall be made as After-tax Contributions. If the Committee discovers after the close of a calendar year that Pretax Contributions in excess of the 402(g)(1) limit have been made for that calendar year, the Committee shall implement the procedures described in Section 3.6(b)(1).

(b) As of the end of a Plan Year, the Committee shall determine if the limitations imposed by this Article 3 are sufficient or if contributions must be forfeited, distributed to the Employee, or allocated to a suspense account, in the order provided below:

(1) First, the Committee shall determine if Pretax Contributions in excess of the Code section 402(g)(1) limit have been made to the Plan. If so, the excess deferral shall be returned to the Member who made it. This distribution shall include earnings allocable to the contribution and shall be reduced by any allocable losses. The Committee shall endeavor to make a distribution to the Member by the April 15 following the year in which the excess deferral was made.

(2) Second, the Committee shall determine whether contributions to the Plan have been made which exceed the

limitations of sections 415(c) and (e) of the Code. The Committee shall use W-2 compensation (as defined in Treas. Reg. Section 1.415-2(d)(11)(i)) in making this determination. If, as a result of the allocation of forfeitures, a reasonable error in determining the Member's W-2 compensation, or a reasonable error in determining the amount of Pretax Contributions that may be made with respect to a Member, the annual addition to a Member's Account exceeds that which may be allocated, Company contributions which constitute excess annual additions (and any gains on such contributions) shall be forfeited, and used to reduce the Company's contributions for the next succeeding Plan Year. Removal of excess annual additions shall be made first from the Member's Basic Account, then from the Member's Pension Equalizer Account, then from the Member's Medisave Account, and finally from the Member's Matching Account. If further corrective measures are required, excess annual additions resulting from employee contributions (and any gains thereon) shall be distributed first from the Member's After-tax Account and then from the Member's Pretax Account.

(3) Third, the Committee shall determine whether the actual deferral percentage ("ADP") test set forth in Treas. Reg. Section 1.401(k)-1(b) has been met for the Plan Year. If the test is not met, the Committee shall return the excess Pretax Contributions of Highly Compensated Members, beginning with the Member with the highest actual deferral percentage, until the maximum deferral percentage permitted under the test is reached. Excess amounts, increased by any gains or reduced by any losses attributable to the excess, shall be distributed within two and one-half months after the close of the Plan Year, or as soon thereafter as is practicable.

(4) Fourth, the Committee shall determine whether the actual contribution percentage ("ACP") test set forth in Treas. Reg. Section 1.401(m)-1(b) has been met for the Plan Year. If the test is

not met, the Committee shall return excess contributions of Highly Compensated Members, beginning with the excess contributions of the Member with the highest actual contribution percentage, until the maximum contribution percentage permitted under the test is reached. Excess contributions may be purged by any consistently applied method, including the forfeiture of non-vested excess Medisave or Matching Contributions, if the method is not discriminatory. Excess contributions, increased by any gains or reduced by any losses attributable to the excess, shall be distributed or forfeited within two and one-half months of the close of the Plan Year, or as soon thereafter as is practicable.

(5) Fifth, the Committee shall determine whether the multiple use test ("MUT") set forth in Treas. Reg. Section 1.401(m)-2(b) is met for the Plan Year. If the test is not met, the Committee shall reduce the actual contribution percentage of the group of Highly Compensated Members in accordance with the provisions of Section 3.6(b)(4).

(6) Sixth, any Medisave or Matching Contribution of a Member based on an employee contribution returned to a Member, and not distributed or forfeited in accordance with Section 3.6(b)(4) or (5), shall be forfeited and applied to reduce Company contributions under the Plan.

SECTION 3.7. REEMPLOYED VETERANS. If a Member terminates employment to serve in a uniformed service (as defined in the Uniformed Services Employment and Reemployment Rights Act of 1994) and returns to the employ of the Company before the date the Member's reemployment rights under such statute expire, then:

(a) The Member shall receive the Basic and Pension Equalizer Contributions such Member would have received except for the fact that the Member was in a uniformed service;

(b) The Member shall be permitted to make the Pretax Contributions and the After-tax Contributions the Member would have

been able to make, except for the fact that the Member was in a uniformed service;

(c) The Company shall match the Member's make-up contributions in the manner that such contributions would have been matched had they been made during the Member's stint in a uniformed service.

This Section 3.7 shall apply only if such application would not cause the Plan to violate the qualification requirements of section 401(a) of the Code, as interpreted by the Secretary of the Treasury.

ARTICLE 4

ACCOUNTS OF MEMBERS

SECTION 4.1. INDIVIDUAL ACCOUNT FOR EACH MEMBER. The Committee or, if the Committee so determines, an agent of the Committee, shall maintain an Account for each Member and Former Member having an amount credited in the Trust Fund. Each Account shall be divided into separate subaccounts:

(a) a Pretax Account to accept Pretax Contributions pursuant to Section 3.1(a),

(b) an After-tax Account to accept After-tax Contributions pursuant to
Section 3.1(b),

(c) a Basic Account to accept Basic Contributions pursuant to Section 3.2(a),

(d) a Matching Account to accept Matching Contributions pursuant to
Section 3.2(b),

(e) a Medisave Account to accept Medisave Contributions under Section 3.2(c).

(f) a Pension Equalizer Account to accept Pension Equalizer Contributions pursuant to Section 3.2(d),

(g) a Rollover Account to accept Rollover Contributions pursuant to
Section 3.3, and

(h) such additional subaccounts as the Committee deems necessary to keep track of a Member's interest in the Trust Fund.

SECTION 4.2. SEPARATE ACCOUNTING. The amounts in a Member's Pretax Account, After-tax Account, Matching Account, Basic Account, Medisave Account, Pension Equalizer Account, and Rollover Account (to the extent that a Member has such subaccounts) shall at all times be separately accounted for. Withdrawals, distributions, and other credits or charges shall be separately allocated among such subaccounts on a reasonable and consistent basis.

Cash dividends on shares held in a subaccount on any record date applicable to such shares shall be credited to such subaccount on the date the dividend is paid and reinvested in the security with respect to which the dividends were paid. Stock dividends and stock splits with respect to shares held in a subaccount will be credited to that subaccount. Other distributions of securities and rights to subscribe with respect to shares held in a subaccount shall be sold and the net proceeds handled as a cash dividend.

SECTION 4.3. BENEFITS NOT ASSIGNABLE. An interest in a Member's Account may not be assigned, transferred or alienated in any manner whatsoever by any Member or Beneficiary, except to secure a loan under the provisions of Article
8. The preceding sentence also shall apply to the creation, assignment, or recognition of a right to any benefit payable with respect to a Member pursuant to a domestic relations order, unless such order is determined to be a qualified domestic relations order, as defined in section 414(p) of the Code. If a qualified domestic relations order so provides, benefits may be paid to an alternate payee even if there has not been a separation from service by the Member whose benefits are the subject of such order. Written consent of the alternate payee to receive amounts in excess of $3,500 prior to the time the Member attains age 65 shall not be necessary, unless the qualified domestic relations order so provides. The Committee shall adopt written procedures for processing domestic relations orders.

ARTICLE 5

INVESTMENTS

SECTION 5.1. IN GENERAL. A Member may elect to have amounts credited to the Member's Account invested in one or more Investment Options. A Member who fails to make this election shall have his Account invested by the Committee in one or more Investment Options in accordance with a uniform and nondiscriminatory default procedure adopted by the Committee.

The Investment Options available to a Member shall be selected by the Committee, and may be changed by the Committee at any time. Such Investment Options shall be valued as soon as administratively practicable following each business day.

SECTION 5.2. ALLOCATION OF CONTRIBUTIONS TO INVESTMENT OPTIONS. Semimonthly, a Member may elect how contributions to the Member's subaccounts described in Section 4.1 shall be allocated among the Investment Options. These elections shall become effective for the first available payroll period following the date in which the elections are made. Elections under this
Section shall be made at such time, in such manner, and in such form as the Committee may prescribe through uniform and nondiscriminatory rules. The contributions to a Member's various subaccounts may be allocated among the Investment Options in any proportion, as long as whole percentages are used.

SECTION 5.3. TRANSFER OF INVESTMENTS. A Member may elect to transfer the amounts in such Member's subaccounts among the Investment Options in any whole percentages. Elections under this Section shall be made at such time, in such manner, and on such forms or electronic media as the Committee may prescribe through uniform and nondiscriminatory rules.

Investment in an Investment Option may be subject to a condition that funds be held in the Investment Option for a

specified length of time. If such a restriction is imposed on an Investment Option held by the Member, a Member's right to transfer funds from or into such Investment Option shall be subject to this restriction.

SECTION 5.4. LOANS. Members may receive loans from their Account, to the extent permitted in Article 8. A loan to a Member shall be considered an earmarked investment of such Member's Account and proportionately shall reduce the amounts invested in the Investment Options. Repayments of a loan shall reduce the amount of the loan investment and shall be invested in Investment Options in accordance with the Member's then current investment direction.

SECTION 5.5. NAMED FIDUCIARY. The Committee shall be the Plan fiduciary that is obligated to comply with Members' investment instructions under this Article, but may delegate this duty to an agent in accordance with Section 10.7.

ARTICLE 6
DISTRIBUTION

SECTION 6.1. WHEN DISTRIBUTION MAY BE MADE. A Member may receive a distribution from the vested portion of the Member's Account under the following circumstances:

(a) Termination of active employment, including retirement (or, if later, termination of an authorized leave of absence, or the commencement of an unauthorized leave of absence);

(b) Termination of employment on account of Disability; or

(c) Termination of employment with the Company, because of a joint venture creation, sale, transfer, or other disposition involving all or part of the Company's business, but only if the Member's Account is not transferred, as provided in Section 2.6, to a plan of the Member's new employer.

SECTION 6.2. FORMS OF DISTRIBUTION. A Member may elect that the Member's vested Account be paid in any one of the following forms:

(a) An immediate or deferred single sum in cash.

(b) Periodic installments, paid monthly, quarterly, or annually over five years, ten years, fifteen years, or the life expectancy of the Member.

(c) Periodic installments, paid monthly, quarterly, or annually, which are equal to a specified dollar amount chosen by the Member.

Installment payments shall not be made over a period exceeding the Member's life expectancy.

A Member whose vested Account balance does not exceed $3,500, and has not exceeded $3,500 at the time of any prior distribution or withdrawal, shall receive the vested Account balance in a single sum as soon as administratively practicable after the end of the calendar month in which he terminates employment.

SECTION 6.3. ELECTIONS REGARDING DISTRIBUTION. A Member eligible to receive a distribution shall designate the time he will receive the distribution and the form of the distribution, if his vested Account is not cashed out as described in Section 6.2. A Member who fails to make this election shall have the vested Account distributed as described in Section 6.4(a).

Not earlier than 90 days, but not later than 30 days before the date the vested portion of the Member's Account is scheduled to be distributed, the Committee shall provide a benefit notice to a Member who is eligible to make an election under this Section 6.3. The benefit notice shall contain a general explanation of the features of the optional forms of payment available under the Plan and explain the Member's right to defer distribution until age 65.

Notwithstanding anything in the preceding paragraph to the contrary, distribution may begin less than 30 days after the notice required in the preceding paragraph is given, as long as:

(a) The benefit notice clearly informs the Member that the Member has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution; and

(b) The Member, after receiving the notice, affirmatively elects a distribution.

SECTION 6.4. REQUIRED TIME FOR DISTRIBUTION.

(a) A Member, who terminates employment before attaining age 65 and defers or does not designate the time of distribution in accordance with Section 6.3, shall receive his Account balance as soon as administratively practicable after the end of the calendar month in which the Member attains age 65. A Member who terminates employment upon or after attaining age 65, shall receive his Account balance as soon as administratively practicable after the end of the calendar month in which the Member retires or otherwise terminates employment. However, distribution shall be delayed, if

necessary, to comply with the direct rollover notice and election rules described in Section 6.6.

If the Member has not elected a form of payment by the time distribution must begin under this Section 6.4(a), the vested portion of the Member's Account shall be paid to that Member in a single sum in cash.

(b) If a Member is employed on the April 1 of the calendar year following the calendar year in which the Member attains age 70-1/2, that Member shall receive a minimum distribution on such April 1, and shall receive a minimum distribution on each following December 31, until the Member retires or terminates active employment.

The amount of the initial minimum distribution shall be equal to the value of the vested portion of the Member's Account as of the December 31 preceding the Member's attainment of age 70-1/2, divided by the applicable divisor. The amount of any subsequent minimum distribution is equal to the value of the Member's vested Account as of the December 31 preceding the minimum distribution date, divided by the applicable divisor. "Applicable divisor" means the amount in (2), if the Member's Beneficiary is his spouse, and, in any other case, the lesser of:

(1) The applicable divisor determined in accordance with Prop. Reg.
Section 1.401(a)(9)-2, Q&A-4; or

(2) The joint life expectancy of the Member and Beneficiary, as determined under Prop. Reg. Section 1.401(a)(9)-1, Q&A E1 - E4, using the expected return multiples in Tables V and VI of Treas. Reg. Section 1.72-9.

(c) If a Member is required to receive a distribution, but the Committee is unable to locate the Member (or the Member's Beneficiary) within five years, the Member's Account shall be forfeited, and the forfeiture shall be applied to reduce the Company's contribution for the Plan Year. Such forfeited Account

shall be restored and distributed to the Member or Beneficiary, if a claim for such Account is made by such Member or Beneficiary, or if the Committee is able to locate the Member or Beneficiary. Payment of such a restored Account shall be made approximately 60 days after the date the Committee locates the Member or Beneficiary, or, if earlier, the date a claim is filed.

SECTION 6.5. STATUTORY REQUIREMENTS REGARDING DISTRIBUTION.
(a) Regardless of any contrary provision of the Plan, a distribution from the Plan to a Member shall begin no later than the 60th day after the close of the Plan Year in which the latest of the following occurs:

(1) the date on which a Member attains age 65,

(2) the 10th anniversary of the year in which a Member commenced participation under the Plan, or

(3) the Member's termination of employment with the Affiliated Companies.

(b) Notwithstanding anything herein to the contrary, any distribution hereunder shall be determined in accordance with Code section 401(a)(9) and the proposed regulations thereunder, including the "minimum distribution incidental benefit requirement" of Section 1.401(a)(9)-2 of the proposed regulations.

SECTION 6.6. DISTRIBUTION UPON DEATH. If the Member dies before distribution of the Member's vested Account begins, the Member's benefit shall be distributed in a single sum to the Member's Beneficiary. Generally, distribution shall occur as soon as administratively practicable after the end of the calendar month in which the Committee receives satisfactory evidence of the death of the Member. However, the Beneficiary may elect to delay distribution to the earlier of:

(a) the fifth anniversary of the Member's death; or

(b) the date the Member would have reached age 65.

SECTION 6.7. DIRECT ROLLOVER OF DISTRIBUTION. A distributee may elect to have an eligible rollover distribution paid directly to at most one eligible retirement plan specified by the distributee. However, this election may not be made if the total eligible rollover distributions paid to the distributee will be less than $200.

A distributee may elect to divide an eligible rollover distribution so that part is paid directly to an eligible retirement plan and part is paid to the distributee. However, the part paid directly to the eligible retirement plan must total at least $500.

A distributee may elect a direct rollover after having received a written notice that complies with the rules of section 402(f) of the Code. In general, payment to a distributee shall not begin until 30 days after the section 402(f) notice is given. However, payment may be made sooner if the notice clearly informs the distributee of the right to a period of at least 30 days to consider the decision of whether or not to make a direct rollover, and the distributee, after receiving the notice, makes an affirmative election. A distributee who fails to make an election in the thirty-day period shall receive the eligible rollover distribution immediately after the 30-day period expires.

For purposes of this Section, the following terms have the meanings set forth below:

(a) An "eligible rollover distribution" is any distribution or withdrawal payable under the terms of this Plan to a Member, which is described in section 402(c)(4) of the Code. In general, this term includes any single-sum distribution, and any distribution that is one in a series of substantially equal periodic payments made over a period that is less than ten (10) years, and is less than the distributee's life expectancy. However, an eligible rollover distribution does not include the

portion of any distribution which constitutes a minimum required distribution under section 401(a)(9) of the Code, or the portion of any distribution which is a return of the After-tax Contributions of a Member. Such term also does not include a distribution to the Member's Beneficiary, unless the Beneficiary is the Member's spouse.

(b) "Eligible retirement plan" means:

(1) An individual retirement account described in section 408(a) of the Code;

(2) An individual retirement annuity described in section 408(b) of the Code;

(3) An annuity plan described in section 403(a) of the Code; and

(4) A retirement plan qualified under section 401(a) of the Code, but only if the terms of such plan permit the acceptance of rollover distributions.

However, in the case of an eligible rollover distribution to a distributee who is a surviving spouse, an eligible retirement plan is an individual retirement account or an individual retirement annuity.

(c) "Distributee" means a Member, Former Member, the spouse of a deceased Member, or a spouse who is an alternate payee under a qualified domestic relations order.

SECTION 6.8. FACILITY OF PAYMENT. If the Committee deems any person entitled to receive any amount under the provisions of this Plan incapable of receiving or disbursing the same by reason of minority, illness or infirmity, mental incompetency, or incapacity of any kind, the Committee may, in its discretion, direct the Trustee to take any one or more of the following actions:

(a) To apply such amount directly for the comfort, support and maintenance of such person;

(b) To reimburse any person for any such support previously supplied to the person entitled to receive any such payment;

(c) To pay such amount to a court appointed legal representative or guardian selected by the Committee to disburse it for such comfort, support and maintenance.

SECTION 6.9. FORFEITURES. A Member who terminates employment and who, as a result, receives a distribution of the vested portion of an Account, shall forfeit all non-vested amounts in the Account. A Member who is not vested in the portion of the Account derived from employer contributions shall be deemed to have received a distribution of the entire vested Account upon termination of employment. Forfeitures under this Section shall reduce Company contributions under Section 3.5.

If the Member later returns to the employ of the Company or an Affiliated Company before incurring a Break in Service, that Member's non-vested Account shall be restored, and the Member may repay the amount of the distribution.

SECTION 6.10. RECOVERY OF PAYMENTS MADE BY MISTAKE. Notwithstanding anything to the contrary, a Member or Beneficiary is entitled to only those benefits provided by the Plan and promptly shall return any payment, or portion thereof, made by mistake of fact or law. Further notwithstanding anything to the contrary, an alternate payee under a qualified domestic relations order is entitled to only those benefits from the Plan as are designated by the order and promptly shall return any payment, or portion thereof, made by mistake of fact or law. The Committee may offset the future benefits of any recipient who refuses to return an erroneous payment, in addition to pursuing any other remedies provided by law.

ARTICLE 7

WITHDRAWALS

SECTION 7.1. WITHDRAWALS FROM AFTER-TAX ACCOUNT. A Member may make a single-sum withdrawal from the Member's After-tax Account at any time. However, there are three conditions on this right:

(a) A withdrawal must total at least $500;

(b) A Member may make only one withdrawal in a Plan Year; and

(c) A Member must have made contributions to this Plan (or a Predecessor Plan), for at least one year.

SECTION 7.2. HARDSHIP WITHDRAWALS.

(a) ELIGIBILITY. A Member may request a hardship distribution, if:

(1) That Member has received all distributions available under this Plan, including After-tax Account distributions described in Section 7.1, and any in-service distribution available to a Member from a subaccount derived from a Predecessor Plan;

(2) That Member has received the maximum loan available under this Plan;

(3) That Member has received all in-service distributions and loans available under any other plan of the Company or an Affiliated Company, and

(4) That Member is requesting the distribution in order to:

(A) pay medical expenses for the Member, the Member's spouse, or dependents;

(B) purchase the Member's principal residence;

(C) pay tuition, related educational fees, or room and board for next twelve months of post-secondary education for the Member, the Member's spouse, or dependents;

(D) prevent the Member's eviction from the Member's principal residence; or

(E) prevent foreclosure on the mortgage on the Member's principal residence.

(b) AMOUNT. In general, the Committee shall permit the Member to designate the amount to be withdrawn. However, the withdrawal amount shall not be more than the amount necessary to both meet the Member's financial need and pay any reasonably anticipated federal, state, and local income taxes or penalties that may result from the distribution.

The amount that may be withdrawn is further limited to the amount held in the Member's Pretax, Rollover, and After-tax Accounts, as of the date of the withdrawal, minus any income earned on the Member's Pretax Account after December 31, 1988, as specified in Treas. Reg. Section 1.401(k)-1(d)(2)(ii).

(c) CONSEQUENCES. A Member who makes a hardship withdrawal shall not be eligible to make Pretax Contributions or After-tax Contributions to this Plan, or any other plan sponsored by the Company or an Affiliated Company, for the 12- month period beginning on the date of the withdrawal.

In addition, in the calendar year following the date of the withdrawal, the Member's Pretax Contribution shall be limited to the limit applied to these contributions by Section 3.1(a), minus the Member's Pretax Contributions for the year in which he received the hardship distribution.

(d) ADMINISTRATION. The Committee shall determine whether a Member is eligible to make a hardship withdrawal, as soon as possible following receipt of an application for such a withdrawal. If it approves the application, the Committee shall direct the Trustee to pay to the Member the amount requested by the Member (or any lesser amount dictated by subsection (b)) in a single sum. If

all or part of the distribution is an eligible rollover distribution, the rules of Section 6.6 shall apply.

A hardship withdrawal shall be made first from the Member's After-tax Account, then from the Member's Rollover Account, and then from the Member's Pretax Account.

ARTICLE 8

LOANS

SECTION 8.1. ELIGIBILITY FOR LOAN. A Member may borrow from the Member's Account in accordance with this Article 8 and the loan procedure which the Committee shall establish, provided:

(a) The Member has not received a loan during the Plan Year in which the loan request is made; and

(b) The Member has repaid all loans made from this Plan or any Predecessor Plan.

SECTION 8.2. TERMS OF LOAN. The terms of each loan shall be set by the Committee in accordance with its loan procedure, and the following provisions of this Section 8.2:

(a) The minimum loan amount shall be $1,000.

(b) The maximum loan amount shall be the least of:

(1) $50,000, minus the highest outstanding balance of loans from the Plan, any Predecessor Plan, and any plan of an Affiliated Company during the one-year and one-day period ending on the date the loan is granted;

(2) 50% of the Member's vested Account balance under the Plan, valued as of the date the loan is processed; or

(3) The aggregate balance of the Member's subaccounts which do not contain Basic Contributions or Pension Equalizer Contributions.

(c) The interest rate charged on the unpaid balance of the loan shall be equal to the prime rate charged for loans, as published in the Wall Street Journal on the first business day of the month in which the loan is made.

(d) All loans shall be repaid within 5 years, except for a loan used to purchase the Member's principal residence.

(e) Loans shall be repaid by payroll deduction, as described in the loan procedure established by the Committee. In the event

the Member is on an approved leave of absence and not receiving paychecks from the Company, the Member shall make regular repayments to the Trust Fund, with payments made not less frequently than quarterly. These payments shall be made at the time and in the manner described in the Committee's loan procedure. All loan repayments shall be invested in accordance with the Member's current investment election.

(f) Early payment of a loan may be made without penalty. However, a single-sum repayment of a loan by an active Employee may not be made unless normal payroll deduction payments have been made for a period of six (6) months. Loans and loan repayments shall not be treated as elections of allocations or transfers under Sections 5.2 and 5.3.

(g) Upon the termination of active employment (or, if later, the termination of an approved leave of absence) of a Member, the loan shall become immediately due and payable. Any loan balance remaining at such time shall be repaid by direct payment to the Plan. If the Member does not make such payment, the Member's Account shall be reduced by the amount necessary to pay off the loan. If the termination is due to the sale of a business unit by the Company, the foregoing provisions shall apply unless negotiated otherwise with the purchaser.

SECTION 8.3. ACCOUNTING FOR LOANS.

(a) Loan funds for a Member shall be taken first from any subaccount holding pretax deferrals made by a Member to a Predecessor Plan, then from the Member's Pretax Account, then from the vested portion of any subaccount holding matching contributions made on behalf of a Member under a Predecessor Plan (other than the Savings Plan for Employees of Baroid Corporation), then from any subaccount holding rollover contributions made by a Member to a Predecessor Plan, then from the Member's Rollover Account, then from the Member's Matching Account (if vested), then from the

vested portion of the subaccount holding matching contributions made on behalf of a Member from the Savings Plan for Employees of Baroid Corporation, then from any subaccount holding voluntary after-tax contributions made by a Member to a Predecessor Plan, then from the Member's After-tax Account.

(b) A subaccount, equal to the amount of the outstanding loan, shall be established for the Member, and shall be maintained until the loan has been repaid. The loan shall be the sole, directed investment of such subaccount.

SECTION 8.4. ADMINISTRATION OF LOANS. The loan program under the Plan shall be administered by the Committee in a uniform and nondiscriminatory manner in accordance with the loan procedures it establishes and the provisions of this Article 8.

Loans granted under the terms of a Predecessor Plan shall be administered by the Committee in accordance with this Article 8, to the extent that any change in prior administrative practices would not violate the terms of the note governing such a loan. A note negotiated under the terms of a Predecessor Plan which is extended or modified after the date the Predecessor Plan is merged into this Plan shall meet the requirements of this Article and the Committee's loan procedures.

SECTION 8.5. PREEMPTION OF USURY LAWS. In any action to collect payments due under a Plan loan or to foreclose a security interest for such a loan, no party may interpose state usury laws as a defense to nonpayment or foreclosure. All such laws shall be deemed preempted by section 514 of ERISA, to the extent they purport to relate to the Plan and loans thereunder.

SECTION 8.6. LOANS TO MILITARY PERSONNEL. Notwithstanding anything in these loan provisions to the contrary, the interest rate charged to a Member in military service, on a loan taken out prior to the Member's entry into such service, shall not exceed six percent (6%) per annum, during any part of the period of military

service, as limited by the Soldiers' and Sailors' Civil Relief Act of 1940.

SECTION 8.7. DISPUTES. All disputes over loans shall be resolved through the Plan's claims and appeal procedures.

ARTICLE 9

VESTING AND SERVICE

SECTION 9.1. VESTING.

(a) A Member's interest in the Member's Pretax Account, After-tax Account, and Rollover Account at all times shall be fully vested and nonforfeitable.

(b) A Member's interest in the Member's Matching Account, Basic Account, Medisave Account, and Pension Equalizer Account shall become fully vested and nonforfeitable upon the Member's completion of 5 years of Service (as defined in
Section 9.2); upon the later of the attainment of age 65 or the 5th anniversary of the Member's participation in the Plan; or upon death or Disability.

SECTION 9.2. SERVICE. In general, Service is the total time of an Employee's employment with the Company, counted in years and months. In determining the length of an Employee's Service, all of the Employee's Periods of Service shall be counted, unless cancelled or excluded under subsection (b).

(a) The following periods constitute Service, even if they would not constitute Service under the first paragraph of this Section:

(1) Service credited under the terms of a Predecessor Plan, and any additional service credited under the terms of a merger agreement involving the Predecessor Plan;

(2) Periods of employment with an Affiliated Company for the period that such an entity is an Affiliated Company;

(3) Periods of employment with a predecessor to the Company or an Affiliated Company, if:

(A) The period is credited under the terms of a plan of the predecessor which is maintained by the Company or an Affiliated Company; or

(B) The Committee, by resolution, agrees to count such periods as Service under the Plan for all Employees who are or may be covered under the Plan;

(4) Service with a joint venture of the Company, an entity which has ceased to be an Affiliated Company, or an entity spun off from the Company, if the Committee, by resolution, agrees to count such periods as Service under the Plan;

(5) A leave of absence approved by the Company (or an Affiliated Company) in writing; provided, however, if an individual does not return from the leave, that individual's Service shall include only the first year of the leave;

(6) A period of employment in a uniformed service (as defined in the Uniformed Services Employment and Reemployment Rights Act of 1994), if the Employee was an Employee before the Employee's employment in the uniformed service and the Employee returns to the Company before the Employee's reemployment rights under the statute expire; and

(7) Service following the date an Employee's active employment with the Company or an Affiliated Company terminates, if the Employee resumes active employment within 12 months.

(b) The following periods do not constitute Service, regardless of any provision in this Section to the contrary:

(1) Service prior to a Break in Service, unless the Employee was vested in any portion of the Employee's Account derived from Company contributions at the time of the Break in Service; and

(2) The interim maternity or paternity leave period between the first and second anniversaries of absence, as described in Section 15.12(d).

ARTICLE 10

ADMINISTRATION OF THE PLAN

SECTION 10.1. APPOINTMENT OF THE COMMITTEE. The administration of the Plan, including the payment of all benefits to Members or their Beneficiaries, shall be the responsibility of the Dresser Industries, Inc. Employee Benefits Committee, which is the administrator of the Plan. In addition, the Committee and each Committee member shall be named fiduciaries of the Plan. The Committee shall consist of at least three persons appointed from time to time by the Board, who shall serve at the pleasure of the Board.

SECTION 10.2. CONDUCT OF COMMITTEE BUSINESS. The Committee shall elect a Chairman who shall be a member of the Committee and a Secretary who may or may not be a member of the Committee. The Committee may appoint such subcommittees as it shall deem necessary and appropriate. The Committee shall conduct its business according to the provisions of this Article 10 and shall hold meetings in any convenient location. A majority of all of the members of the Committee shall have power to act with or without a meeting, and the concurrence or dissent of any member may be by telephone, e-mail, fax, wire, cablegram or letter.

SECTION 10.3. RECORDS AND REPORTS OF THE COMMITTEE. The Committee shall keep such written records as it shall deem necessary or proper, which records shall be open to inspection by the Company. The Committee shall obtain from the Trustee regular reports with respect to the current value of the assets held in the Trust Fund, in such form as is acceptable to the Committee.

SECTION 10.4. FIDUCIARY DUTIES. In performing their duties, all fiduciaries with respect to the Plan shall act solely in the interest of the Members and their Beneficiaries and:

(a) For the exclusive purpose of providing benefits to the Members and their Beneficiaries;

(b) With the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims;

(c) To the extent a fiduciary possesses and exercises investment responsibilities, by diversifying the investments of the Trust Fund so as to minimize the risk of large losses, unless under the circumstances it is clearly prudent not to do so; and

(d) In accordance with the documents and instruments governing the Plan, insofar as such documents and instruments are consistent with the provisions of Title I and Title IV of ERISA.

SECTION 10.5. INVESTMENT RESPONSIBILITIES. The Committee shall possess the authority to appoint an Investment Manager or Managers (as defined in ERISA section 3(38)) to manage (including the power to acquire and dispose of) all or any of the assets of the Trust Fund. In the event of any such appointment, the Committee shall establish the portion of the assets of the Trust Fund which shall be subject to the management of the Investment Manager and shall so notify the Trustee in writing. Likewise, the Committee may establish that all or a portion of the assets of the Trust Fund shall be subject to the investment jurisdiction of the Committee itself and shall advise the Trustee of such determination. With respect to such assets over which either an Investment Manager or the Committee has investment responsibility, the Investment Manager or the Committee shall possess all of the investment powers and responsibilities granted to the Trustee under the Trust Agreement, and the Trustee shall invest and reinvest such assets pursuant to the written directions of the Investment Manager or the Committee, as the case may be. If the Committee so directs, an Investment Manager shall have the power to acquire and dispose of assets in

the name of the Trust Fund. The investment jurisdiction of the Committee may be exercised in any manner consistent with its duties as a fiduciary, including:

(a) directing the Investment Manager or the Trustee that certain investments or types of investments be made or liquidated;

(b) directing the Investment Manager or the Trustee that certain investments or types of investments not be made;

(c) requiring that the Trustee or the Investment Manager obtain approval prior to acquiring or disposing of any asset.

SECTION 10.6. RESPONSIBILITIES OF THE BOARD, THE COMMITTEE, AND THE TRUSTEE. The Board, the Company, the Committee, and the Trustee possess certain specified powers, duties, responsibilities and obligations under the Plan and the Trust Agreement. It is intended under this Plan and the Trust Agreement that each be responsible solely for the proper exercise of its own functions and that each shall not be responsible for any act or failure to act of another, unless otherwise responsible as a breach of its fiduciary duty or for breach of duty by another fiduciary under the rules of co-fiduciary responsibility. In general,

(a) the Board is responsible:

(1) for appointing and removing the Committee,

(2) for making any amendments that would increase or decrease the Company's contributions to the Plan, and

(3) for terminating the Plan;

(b) the Committee is responsible:

(1) for administering the Plan,

(2) for construing and interpreting the Plan, as provided in
Section 10.18,

(3) for amending the Plan, except to the extent provided in Sections 10.6(a)(2) and (3),

(4) for adopting such rules and regulations as in the opinion of the Committee are necessary or advisable to implement and administer the Plan and to transact its business,

(5) for providing a procedure for carrying out a funding policy and method consistent with the objectives of the Plan and the requirements of Title I of ERISA,

(6) for complying with Member investment instructions under Article 5,

(7) and for exercising certain investment responsibilities as described in this Article 10; and

(c) the Trustee is responsible for the management and control of the Plan assets, to the extent provided in the Trust Agreement. The Committee periodically shall review the performance of the Trustee and all other persons to whom fiduciary duties have been delegated or allocated pursuant to the provisions of Sections 10.7 and 10.8.

SECTION 10.7. ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES. In furtherance of its duties and responsibilities under the Plan, the Committee may, subject always to the requirements of Section 10.4,

(a) Employ agents to carry out nonfiduciary responsibilities;

(b) Employ agents to carry out fiduciary responsibilities (other than trustee responsibilities as defined in section 405(c)(3) of ERISA);

(c) Consult with counsel and advisors, who may be counsel and advisors to the Company; and

(d) Provide for the allocation of fiduciary responsibilities (other than trustee responsibilities as defined in section 405(c)(3) of ERISA) among Committee members.

SECTION 10.8. PROCEDURE FOR THE ALLOCATION OR DELEGATION OF FIDUCIARY DUTIES. Any action described in subsections (b) or (d) of

Section 10.7 may be taken by the Committee in accordance with the following procedure:

(a) Such action shall be taken by a majority of the Committee in a meeting or by unanimous action by way of consent resolutions;

(b) Any delegation of fiduciary duties or any allocation of fiduciary duties among members of the Committee may be modified or rescinded by the Committee according to the procedure set forth in subsection(a) of this Section 10.8.

SECTION 10.9. EXPENSES. The expenses of administering the Plan and the compensation of all employees, agents, counsel, or advisors of the Committee, including the Trustee's fees, shall be paid from the Trust Fund, unless paid by the Company. In determining whether to pay Plan expenses, the Company acts in a corporate and not a fiduciary capacity.

SECTION 10.10. INDEMNIFICATION. The Company agrees to indemnify and reimburse members of the Committee and employees acting for the Company, and all such Former Members and former employees, for any and all expenses, liabilities, or losses arising out of any act or omission relating to the rendition of services for, or the management and administration of, the Plan.
Indemnification and reimbursement shall be made to the fullest extent permitted by law, Dresser Industries, Inc.'s Certificate of Incorporation, and any indemnification policy purchased by the Company.

SECTION 10.11. DISPUTES. Any dispute over the interpretation or application of this Plan or any Predecessor Plan shall be resolved through the claims and appeal procedures set forth in Sections 10.11 - 10.20. For purposes of Sections 10.11 - 10.20, "Plan" includes this Plan and any Predecessor Plan.

The purpose of these claims and appeal provisions is to secure the speedy, inexpensive resolution of all disputes over Plan benefits and rights granted by the Plan. These provisions shall be

liberally construed so as to avoid litigation and its attendant expenses.

SECTION 10.12. CLAIMS PROCEDURE. Each person who claims entitlement to any right or benefit under the Plan ("claimant") may submit a claim with respect to that benefit or right. All claims shall be submitted in writing to the Committee and shall be accompanied by such information and documentation as the Committee determines are required to make a ruling on the claim. Upon receipt of a claim, the Committee shall consider the claim and shall render a decision and communicate the same to the claimant.

The Committee shall render a decision within 90 days after receipt of the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time for processing is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of such initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render a decision.

In the event that the claim is denied in whole or in part, the claimant shall be given notice in writing, which shall set forth the following in a manner reasonably calculated to be understood by the claimant:

(a) the specific reason(s) for the denial;

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

(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary.

(d) an explanation of the Plan's appeal procedure.

The failure of the Committee to render a decision on a claim within the time specified shall be deemed to be a denial of such claim.

Any claim under this claims procedure must be submitted within 12 months from the earlier of (i) the date on which the claimant learned of facts sufficient to enable the claimant to formulate such claim, or (ii) the date on which the claimant reasonably should have been expected to learn of facts sufficient to enable the claimant to formulate such claim.

SECTION 10.13. APPEAL PROCEDURE. When a claim has been or is deemed denied, the claimant (hereinafter referred to as appellant) shall have the right within 60 days after receipt of written notice thereof or the date the claim is deemed denied to file an appeal with Committee and to go through the appeal procedure herein set forth. All appeals shall be in writing, and shall set forth the reasons why the appellant believes the decision denying the claim is erroneous. The appellant may be represented by counsel, or by other representative authorized in writing by appellant in a manner specified by the Committee, and appellant or appellant's counsel or duly authorized representative may review pertinent documents and may submit issues and comments in writing to the Committee. The expense of a paid representative shall be borne by the appellant.

Within 60 days after such written appeal is received, the Committee shall conduct a full and fair review of the entire claim. The Committee shall render a decision on the appeal in writing not later than 60 days after receipt of the written appeal, unless special circumstances (such as the need to hold a hearing, which shall be determined by the Committee) require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of a written appeal. If special circumstances require an extension of time for processing, the Committee shall so notify the appellant prior to

the commencement of the extension. If the Committee does not render a decision within 60 days (120 days if special circumstances arise), the appeal shall be deemed denied.

The decision shall include specific references to provisions of this Plan and of law and shall be written in a manner reasonably calculated to be understood by the appellant. The decision of the Committee shall be final and shall be binding upon the appellant, the appellant's Beneficiaries, heirs, and assigns and all other persons claiming by, through or under the appellant.

A failure to file a claim and an appeal in the manner and within the time limits set forth herein shall be deemed a failure by the aggrieved party to exhaust that party's administrative remedies and shall constitute a waiver of the rights or benefits sought to be established under the Plan.

SECTION 10.14. EXHAUSTION OF ADMINISTRATIVE REMEDIES. No legal action to recover Plan benefits or to enforce or to clarify rights under the Plan shall be commenced under section 502(a)(1)(B) of ERISA, or under any other provisions of law, whether or not statutory, unless and until the claimant first shall have exhausted the claims and appeal procedures available to the claimant hereunder in Sections 10.12 - 10.13. A claimant must raise all issues and present all theories relating to his claim to the Committee at one time. Otherwise, the claimant shall be deemed to have abandoned forever all issues and theories not raised and presented to the Committee.

SECTION 10.15. LIMITATION ON ACTIONS. Any suit brought to contest a decision of the Committee shall be filed in a court of competent jurisdiction within one (1) year from receipt of written notice of the Committee's final decision or from the date the appeal is deemed denied, and any suit not filed within this one-year limitation period shall be dismissed by the court. Service of

legal process shall be made upon the Plan by service upon the Committee.

SECTION 10.16. FEDERAL PREEMPTION. All state law causes of action that arise out of or relate to this Plan or to entitlement to rights or benefits under the Plan shall be deemed to have been preempted by section 514 of ERISA.

SECTION 10.17. NO RIGHT TO JURY TRIAL; EVIDENCE. In any suit contesting a decision of the Committee, all issues of fact shall be tried by the court and not by a jury. No evidence may be introduced in court which was not previously presented to the Committee and no evidence may be introduced to modify or contradict the terms of the Plan document.

SECTION 10.18. SCOPE OF REVIEW. The Committee shall have full discretionary authority to interpret and apply the terms of the Plan document and other relevant documents and relevant provisions of law, and deference shall be afforded the Committee's decisions. This grant of authority shall be broadly construed and shall include the authority to find facts, to reach conclusions of law, to interpret and apply ambiguous terms, and to supply missing terms reasonably necessary to resolution of claims and appeals.

No finding of fact by the Committee shall be set aside by a court unless the party contesting the finding shall prove by clear and convincing evidence that the finding is arbitrary and capricious. No conclusion of law reached by the Committee shall be reversed by a court unless the party contesting the conclusion shall demonstrate that the Committee is guilty of manifest disregard of law.

SECTION 10.19. LIMITATION ON DAMAGES. In any suit over Plan benefits or rights, recovery shall be limited to the amount of benefits found due, without interest, or to specific enforcement of rights established under the Plan, and shall not include any other

damages whether denominated incidental, special, consequential, collateral, compensatory, exemplary, punitive or whatever.

SECTION 10.20. MEMBER PLAN DATA. The Committee may issue, or cause to be issued, from time to time, statements to Employees, Members, Former Members, and Beneficiaries, indicating eligibility, Service or other data regarding their Plan benefits. If any such person wishes to challenge the accuracy of such data or of any information issued in response to a request within the terms of sections 105(a) or 209(a)(1) of ERISA, the person shall do so in the manner and within the time limits set forth above in Sections 10.11 - 10.19.

SECTION 10.21. ADVISORS NOT FIDUCIARIES. The Committee and other Plan fiduciaries may solicit the advice of attorneys, actuaries, accountants, consultants and other professionals and may rely upon their advice in the performance of duties under the Plan. No such advisor shall be considered a fiduciary by virtue of having advised a fiduciary but shall be a fiduciary only to the extent he expressly accepts that role.

ARTICLE 11

AMENDMENT, TERMINATION OR MERGER

SECTION 11.1. AMENDMENT. Dresser Industries, Inc. shall have the right to amend the Plan in writing at any time and in any respect whatsoever, provided that no amendment shall be made which would deprive any Member retroactively of the vested portion of the Member's Account or make it possible for any part of the Trust Fund to be used for or diverted to purposes other than for the exclusive benefit of the Members and their Beneficiaries (except for refunds as provided in Section 12.4). When making decisions regarding Plan amendments, the Committee, the Board, and their agents act in a corporate and not a fiduciary capacity.

A plan merger agreement between Dresser Industries, Inc. and any entity which sponsors a Predecessor Plan shall serve as a formal amendment to this Plan, to the extent that the merger agreement relates to this Plan.

SECTION 11.2. TERMINATION. Although Dresser Industries, Inc. intends to continue the Plan, the Plan may be terminated by written action of the Board at any time and for any reason. In the event of the termination or partial termination of the Plan or upon the complete discontinuance of contributions under the Plan, the rights of each affected Member to the Member's Account on the date of such termination or discontinuance shall be nonforfeitable and fully vested. Subject to the distribution requirements of Article 6, payment of such amounts to each Member or Beneficiary, upon the termination of the Plan or upon the complete discontinuance of contributions under the Plan, shall be made by the Trustee at such time and in such manner as is directed by the Committee, provided, however, that all Members and Beneficiaries similarly situated shall be treated in a nondiscriminatory manner. Distribution of Pretax Accounts shall commence only if a successor defined

contribution plan, as defined in Treas. Reg. Section 1.401(k)-1(d)(3), has not been established by the Company.

SECTION 11.3. MERGER. In the case of any merger or consolidation of this Plan and/or the Trust Fund with, or any transfer of the assets or liabilities of the Plan and/or Trust Fund to, any other plan, or the transfer of assets or liabilities of another plan to the Plan, the terms of such merger, consolidation or transfer shall be such that each Member would receive (in the event of termination of the other plan or this Plan or its successor immediately thereafter) a benefit which is no less than the Member would have received in the event of termination of the Plan immediately before such merger, consolidation or transfer.

SECTION 11.4. REPRESENTATIONS CONTRARY TO PLAN. No employee, supervisor, officer or director of the Company has authority to alter, vary or modify the terms of the Plan, except in writing through the Plan's formal amendment procedures set forth in Section 11.1. No representation contrary to the terms of the Plan and the formal amendments thereto shall be binding on the Plan, the Trustee, the Committee, or the Company.

ARTICLE 12

ESTABLISHMENT OF TRUST

SECTION 12.1. AGREEMENTS OF TRUST. In order to implement the Plan, Dresser Industries, Inc. has entered or will enter into one or more Trust Agreements, to the end that such funds as may be contributed from time to time for the payment of all or any part of the benefits under the Plan shall be segregated from the Company's own assets and held in trust by the Trustee for the exclusive benefit of the Members or their Beneficiaries (except for refunds as provided in Section 12.4) under the Plan who may, in accordance with the terms of the Plan and such Trust Agreements, be entitled to participation thereunder.

SECTION 12.2. THE TRUSTEE. One or more banks or trust companies shall be appointed by the Board or by such other person or persons as shall be authorized by the Board, as Trustee of the Trust Fund. The primary duty of the Trustee is to hold, invest and reinvest the Trust Fund, and the powers and duties of the Trustee shall be as described in a Trust Agreement between the Company and the Trustee.

The Trust Agreement shall be deemed to form a part of this Plan and any or all benefits which may accrue to any Member under this Plan shall be subject to the terms and conditions of said Trust Agreement. The Trust Agreement shall permit establishment of one or more separate investment funds within the Trust Fund, such separate investment funds to be invested solely in accordance with guidelines established by the Committee and communicated to the Members.

SECTION 12.3. TRUST FUND FOR EXCLUSIVE BENEFIT OF MEMBERS OF THE PLAN AND THEIR BENEFICIARIES. Except as otherwise provided in Section 12.4, it shall be impossible under any circumstances at any time for any part of the corpus or income of the Trust Fund to be

used for, or diverted to purposes other than for the exclusive benefit of Members and their Beneficiaries.

SECTION 12.4. REFUND OF CERTAIN COMPANY CONTRIBUTIONS. Notwithstanding anything to the contrary:

(a) any contribution made to the Plan by the Company by a mistake of fact shall be returned to the Company as soon as practicably possible following discovery of the mistake, but not later than one year after the payment of the contribution;

(b) all contributions made to the Plan by the Company are conditioned upon initial qualification of the Plan under the Code and, if the Plan receives an adverse determination with respect to its initial qualification, then all contributions shall be returned to the Company within one year after such determination, but only if application for the determination is made by the time prescribed by law for filing the Company's return for the taxable year in which the Plan was adopted, or such later date as the Secretary of the Treasury may prescribe; and

(c) each contribution made to the Plan by the Company is conditioned upon the deductibility of the contribution under section 404 of the Code and, to the extent the deduction is disallowed, the contribution shall be returned to the Company (to the extent disallowed), as soon as practicably possible following disallowance of the deduction, but not later than one year after disallowance.

The maximum amount that may be returned to the Company under Section 12.4(a) or (c) is the excess of

(d) the amount contributed by the Company, over, as relevant,

(e) (1) the amount that would have been contributed had no mistake of fact occurred, or

(2) the amount that would have been contributed had the contribution been limited to the amount that is deductible after any disallowance by the Internal Revenue Service.

Earnings attributable to the excess contribution may not be returned to the Company under Section 12.4(a) or (c), but losses attributable thereto must reduce the amount to be so returned. Furthermore, if the withdrawal of the amount attributable to the mistaken or nondeductible contribution would cause the balance of the Account of any Member, Former Member, or Beneficiary to be reduced to less than the balance which would have been in the Account had the mistaken or nondeductible amount not been contributed, then the amount to be returned to the Company must be limited so as to avoid such reduction.

In the case of a reversion Section 12.4(b), the entire assets of the Plan attributable to Company contributions shall be returned to the Company.

ARTICLE 13

TOP-HEAVY REQUIREMENTS

SECTION 13.1. TOP-HEAVINESS DETERMINATION. The Plan is Top-Heavy for a Plan Year if, as of the last day of the preceding Plan Year, based on valuations as of such date, the present value of the cumulative accrued benefits under any Company defined benefit plan and of Accounts under this Plan and any other defined contribution plan, and including any part of any accrued benefit or account value distributed from this Plan or any other Company (or Affiliated Company) plan within the 5-year period ending on the last business day of the Plan Year, of key employees (as defined in section 416(i) of the Code) exceeds 60% of a similar sum for all employees under each plan of the Company and any Affiliated Company in which a key employee participates and each other plan of the Company or any Affiliated Company, which enables any such plan to meet the requirements of section 401(a)(4) or 410 of the Code. Accounts and benefits shall not be taken into account with respect to any individual who has not performed any service for the Company or an Affiliated Company at any time during the 5-year period ending on the last business day of the Plan Year.

SECTION 13.2. EFFECT OF TOP-HEAVINESS. If the Plan is Top-Heavy in a Plan Year, the following provisions apply:

(a) A Member who is credited with Service in a Plan Year in which the Plan is Top-Heavy shall be 100% vested in the Member's Account under the Plan. This provision shall continue to apply to the Member even after the Plan ceases to be Top-Heavy.

(b) A Member who is not a key employee shall receive a five percent Company contribution. Basic Contributions and Pension Equalizer Contributions shall be counted as Company contributions for this purpose. Matching Contributions, Medisave Contributions and Pretax Contributions shall be disregarded.

(c) In determining whether the requirements of section 415(e) of the Code have been met, the 1.25 factor shall be replaced by 1.0.

ARTICLE 14

MISCELLANEOUS

SECTION 14.1. EMPLOYMENT RIGHTS. Participation in this Plan shall not give to any Member the right to be retained in the employ of the Affiliated Companies, nor, upon dismissal, to have any rights other than as described in this Plan.

SECTION 14.2. HEADINGS. The headings are for reference only. In the event of a conflict between a heading and the content of a section, the content of the section shall control.

SECTION 14.3. NUMBER AND GENDER. The masculine pronoun when used herein shall include the feminine pronoun, and the singular number shall include the plural number, unless the context of the Plan requires otherwise.

SECTION 14.4. CONSTRUCTION. Except to the extent preempted by federal law, the provisions of the Plan shall be interpreted in accordance with the laws of the State of Texas.

SECTION 14.5. ADOPTION OF PLAN CONTINGENT UPON IRS APPROVAL. Notwithstanding anything in this Plan to the contrary, the adoption of this Plan by Dresser Industries, Inc. is contingent upon a determination by the Internal Revenue Service that the Plan qualifies as a tax-exempt retirement program under sections 401(a) and 501(a) of the Internal Revenue Code of 1986. If the Internal Revenue Service fails to issue a favorable letter of determination, Dresser Industries, Inc., at its discretion, may treat the adoption of this Plan, the portion of any merger agreement which relates to this Plan, and any Plan merger which occurs on or after the Effective Date as null and void. Title I, Part 1 of ERISA shall not apply to this Plan unless and until the Internal Revenue Service issues a written determination that the Plan is qualified under sections 401(a) and 501(a) of the Code.

ARTICLE 15

GLOSSARY

Each word and phrase defined in this Article 15 shall have the following meaning whenever such word or phrase used herein unless a different meaning is clearly required by the context of the Plan.

SECTION 15.1. ACCOUNT. The bookkeeping account of a Member kept pursuant to Section 4.1, used to keep track of a Member's interest in the Trust Fund. Some of the subaccounts kept on behalf of a Member are further defined in Section 4.1.

SECTION 15.2. AFFILIATED COMPANY. A member of a controlled group of corporations (as defined in Code section 1563(a), determined without regard to Code section 1563(a)(4) and Code section 1563(e)(3)(C)), of which Dresser Industries, Inc. is a member, or

(a) an unincorporated trade or business which is under common control with Dresser Industries, Inc., as determined under Code section 414(c) and regulations issued thereunder; or

(b) an organization which is part of an affiliated service group with Dresser Industries, Inc., as determined under Code section 414(m) and the regulations thereunder; or

(c) any other entity required to be aggregated with Dresser Industries, Inc., pursuant to the regulations published under Code section 414(o).

For the purpose of determining the length of a Member's Service, the phrase "more than 50 percent" shall be substituted for the phrase "at least 80 percent", each time it appears in Code section 1563.

SECTION 15.3. AFTER-TAX CONTRIBUTION. That portion of a Member's Earnings which the Member elects to contribute to the Member's Account on an after-tax basis under Section 3.1(b).

SECTION 15.4. BASIC CONTRIBUTION. Contributions made by the Company under Section 3.2(a).

SECTION 15.5. BENEFICIARY. The individual the Member designates to receive the sums credited to the Member's Account in the event of the Member's death. The term "Beneficiary" shall include a contingent beneficiary designated by the Member to receive said sums should the Member's primary Beneficiary predecease the Member. The Member shall designate a Beneficiary as provided in Section 2.2, upon initial enrollment in the Plan, and a Member may change a Beneficiary by filing a new designation form with the Committee. However, the designation by a married Member of a primary Beneficiary other than the Member's spouse shall not be valid unless the spouse consents to the designation of the alternate Beneficiary, the spouse's consent acknowledges the effect of the designation, and the designation is witnessed by a Plan representative or a notary public.

A designation of a Beneficiary under a Predecessor Plan shall remain valid under this Plan, until revoked by the Member.

In the event there is no valid Beneficiary designation in effect, or if the Member's Beneficiary has died and the Member has not made a new Beneficiary designation, the Member's Beneficiary shall be the Member's spouse, or if there is no spouse, the Member's estate.

SECTION 15.6. BOARD. The Board of Directors of Dresser Industries, Inc.

SECTION 15.7. BREAK IN SERVICE. A period of absence of 60 or more consecutive months, beginning with a Date of Separation and continuing until the next Date of Employment.

SECTION 15.8. CODE. The Internal Revenue Code of 1986, as amended, or as it may be amended from time to time.

SECTION 15.9. COMMITTEE. The Dresser Industries, Inc. Employee Benefits Committee as described in Article 10.

SECTION 15.10. COMPANY. Dresser Industries, Inc., and any Affiliated Company which adopts this Plan. By adopting the Plan, an Affiliated Company shall authorize the Board and the Committee to act for it in all matters arising under or with respect to the Plan and shall comply with such other terms and conditions as may be imposed by the Board.

SECTION 15.11. DATE OF EMPLOYMENT. The date on which an Employee first earns an hour of service with the Company or an Affiliated Company.

SECTION 15.12. DATE OF SEPARATION. The earlier of:

(a) the date on which an Employee (or Former Member) quits, retires, is discharged or dies,

(b) the first anniversary of any period of absence from active employment with the Company or an Affiliated Company, for any reason other than those specified in Section 15.12(a), subject to the provisions of Sections 15.12(c), 9.2(a)(6), and 9.2(a)(7). Date of Separation shall not include the date on which an Employee transfers to an ineligible job classification or a non-participating Affiliated Company, or

(c) the date of disposition of business unit, as described in Section 6.1(d).

(d) In the case of an Employee (or Former Member) on maternity or paternity leave which continues beyond the first anniversary of the absence on account of such leave, the Employee's (or Former Member's) Date of Separation shall be the second anniversary of such absence. Maternity or paternity leave means an absence from work for any period--

(1) by reason of the pregnancy of the individual,

(2) by reason of the birth of a child of the individual,

(3) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or

(4) for purposes of caring for such child for a period beginning immediately following such birth or placement.

SECTION 15.13. DISABILITY. Any physical or mental condition which renders a Member incapable of performing the work for which he was employed or similar work, as certified in writing by a doctor of medicine and as approved by the Committee.

SECTION 15.14. EARNINGS. For any Plan Year, the sum of (a) and (b) minus (c), where:

(a) is the Member's W-2 Compensation, as defined in Treas. Reg. Section 1.415-2(d)(11)(i); and

(b) is elective contributions made on behalf of the Member by the Company that are not includible in gross income under sections 125 (relating to cafeteria plans) and 402(e)(3) of the Code (relating to 401(k) plans); and

(c) is reimbursements or other expense allowances, foreign service allowances, the exercise of any option under the Company Stock Option Plan, any amounts payable under a Company performance unit/share plan or incentive stock, fringe benefits (cash and non-cash), moving expenses, deferred compensation, and welfare benefits, to the extent such items are considered Earnings under Section 15.14(a).

Earnings for any Plan Year shall be limited in accordance with Code section 401(a)(17). This limit shall be adjusted automatically as appropriate, in accordance with any statutory changes to the dollar figure and in accordance with any cost-of-living adjustments to that figure under the Code.

SECTION 15.15. EFFECTIVE DATE. Midnight, May 31, 1995.

SECTION 15.16. EMPLOYEE. An individual described in Section 2.1.

SECTION 15.17. ERISA. The Employee Retirement Income Security Act of 1974, as amended, or as it may be amended.

SECTION 15.18. FORMER MEMBER. Any person who was at one time a Member but who is no longer a Member and who has not yet received a complete distribution of the person's Account from the Plan.

SECTION 15.19. HIGHLY COMPENSATED. An Employee is Highly Compensated if at any time during the twelve-month period preceding the first day of the current Plan Year (the "look-back year") he:

(a) was a 5-percent owner of the Company or an Affiliated Company as defined in Code section 416(i);

(b) earned more than $100,000 (as adjusted in accordance with section 414(q)(1) of the Code) in annual compensation from the Company and all Affiliated Companies;

(c) earned more than $66,000 (as adjusted in accordance with section 414(q)(1) of the Code) in annual compensation from the Company and all Affiliated Companies and was a member of the "top paid group". The "top paid group" includes all actively employed individuals who are in the top 20 percent of the work force of the Company and Affiliated Companies on the basis of compensation, except individuals who have not completed 6 months of service, individuals who normally work less than 17-1/2 hours per week, or individuals who normally work not more than 6 months during any year; or

(d) was an officer of the Company or an Affiliated Company and received compensation greater than 50% of the limit on annual benefits imposed by Code section 415(b), unless such officer was an individual who has not completed 6 months of service, an individual who normally works less than 17-1/2 hours per week, or an individual who normally works not more than 6 months during any year.

An Employee who was not an Employee described in subsections (a),(b),(c), or (d) during the look-back year will be treated as Highly Compensated for the current Plan Year (the "determination year"), if he is described in subsections
(b), (c), or (d) of this

Section 15.19, for the determination year, and the Employee is one of the top 100 Employees by compensation during the determination year.

The determination described above shall be made with reference to the definition of "highly compensated employee" found in Treas. Reg. Section 1.414(q)-1T, Q&A-2.

In no event will the Company and Affiliated Companies have more than 50 officers (or, if lesser, the greater of 3 individuals or 10 percent of the employees) who are considered to be Highly Compensated merely by reason of their status as officers. Only those 50 officers with the highest compensation will be considered Highly Compensated.

The determination of whether an Employee is Highly Compensated is made by taking into account compensation as defined in Code section 415(c)(3), plus salary deferral contributions or elective deferrals to a cafeteria arrangement or tax-sheltered annuity. Any compensation paid to family members of a Highly Compensated Employee shall be treated as paid to the Employee in accordance with Code section 414(q)(6). Family member, for this purpose, means the Employee's spouse, and the Employee's lineal ascendants or descendants and the spouses of such lineal ascendants or descendants.

SECTION 15.20. INVESTMENT MANAGER. A person or organization who is appointed under Section 10.5 to direct the investment of all or part of the Trust Fund, and who is either:

(a) registered in good standing as an Investment Adviser under the Investment Advisers Act of 1940;

(b) a bank, as defined in that Act;

(c) an insurance company qualified to perform investment management services under the laws of more than one state of the United States; or

(d) a named fiduciary described in section 403(a)(1) of ERISA.

SECTION 15.21. INVESTMENT OPTION. One of the options described in Article 5 or established by the Committee under Article 5, under which amounts credited to certain of a Member's subaccounts may be invested at the Member's direction (or absent Member direction, at the Committee's).

SECTION 15.22. LIMITATION YEAR. The calendar year.

SECTION 15.23. MATCHING CONTRIBUTION. Contributions made by the Company under Section 3.2(b), that match Pretax Contributions or After-tax Contributions.

SECTION 15.24. MEMBER. An Employee who has joined in the Plan as provided in Article 2 and who has not transferred to an ineligible job classification.

SECTION 15.25. NON-GRANDFATHERED MEMBER. A Member:

(a) who, as of January 1, 1993, was not at least age 45 with 5 years of Service;

(b) whose age and years of Service, as of January 1, 1993, did not total at least 65; and

(c) who was employed by Dresser Industries, Inc. after January 1, 1993, but before June 1, 1995.

SECTION 15.26. PENSION EQUALIZER CONTRIBUTION. Contributions made by the Company under Section 3.2(d).

SECTION 15.27. PERIOD OF SERVICE. The period of time beginning on a Date of Employment and continuing until the next Date of Separation.

SECTION 15.28. PLAN. The Dresser Industries, Inc. Retirement Savings Plan
- - A as set forth herein or in any amendments hereto.

SECTION 15.29. PLAN YEAR. The calendar year.

SECTION 15.30. PREDECESSOR PLAN. Any plan or a portion of a plan which has been merged into this Plan as of the Effective Date, or may be merged into this Plan, on or after the Effective Date.

SECTION 15.31. PRETAX CONTRIBUTION. That portion of a Member's Earnings which the Member elects to defer to the Member's Account on a pretax basis under
Section 3.1(a).

SECTION 15.32. TEST COMPENSATION. Compensation used for the purpose of determining whether the nondiscrimination tests of Sections 3.6(b)(3), (4), and (5) are met. The Committee shall have discretion to use any definition of Test Compensation that is reasonable and nondiscriminatory under Code section 414(s). However, Test Compensation for any Plan Year shall be limited in accordance with Code section 401(a)(17). This limit shall be adjusted upward and downward, as appropriate, in accordance with any statutory changes to the dollar figure in Code section 401(a)(17) and in accordance with any cost-of-living adjustments to that figure under the Code.

SECTION 15.33. TRUST AGREEMENT. An agreement entered into by the Company and one or more Trustees to govern the Trust Fund, which agreement may also provide for holding funds under any other plan maintained by the Company or an Affiliated Company.

SECTION 15.34. TRUST FUND. The sum of the contributions made to the Plan and held by the Trustee or Trustees in a trust or trusts, increased by any profits or income thereon and decreased by any losses or reasonable expenses incurred in the administration of the Trust Fund and any payments made therefrom.

The Plan is an eligible individual account plan described in ERISA section 407(d)(3)(A) and may invest more than ten percent of its assets in qualifying employer securities.

SECTION 15.35. TRUSTEE. The one or more banks, trust companies or other financial institutions which are employed to hold and manage the Trust Fund.

DRESSER INDUSTRIES, INC.

     Each Member who was an active participant in the Dresser Industries, Inc.
Consolidated Salaried Retirement Plan (DIICON) on May 31, 1995, whose
participation was frozen as of that date, may receive a Pension Equalizer
Contribution, unless such Member was not employed by the Company, on such date
and was an active participant merely because such Member was employed by an
entity described in Articles 11 or 12 of DIICON, or was Totally Disabled as
described in Section 1.48 of DIICON.  A Member's Pension Equalizer Contribution
is the product of the Member's Equalizer Percentage as determined below and the
Member's Earnings as determined in this Plan.  The Member's Equalizer Percentage
is determined according to the following steps:

FIRST STEP - The first step is to determine the Member's Equalizer Age in
accordance with the following table:

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
    If the Member's Exact Age                  Then the Member's
     as of June 1, 1995, is:                   Equalizer Age is:
- -------------------------------------------------------------------------------

   Less than or equal to age 57                      Age 62

  Greater than age 57, but less                 Exact age as of
    than or equal to age 60                June 1, 1995, plus 5 years

  Greater than age 60, but less                      Age 65
    than or equal to age 65

     Greater than age 65                              None
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECOND STEP - The DIICON Actuary shall calculate the amount of monthly retirement income the Member would have received as a life annuity beginning as of the Equalizer Age (including adjustment for early commencement, if applicable) under the DIICON formula, assuming DIICON as in effect on May 31, 1995, had continued in effect to the Equalizer Age and assuming the Member continued in active employment until that age. Such projected amount shall be

determined without regard to DIICON Section 4.01(d), which refers to certain annuity contracts purchased by the Company.

In making this projection, the DIICON Actuary shall base the Member's projected Final Average Monthly Earnings and projected Covered Compensation upon the known Compensation (as defined in DIICON as of May 31, 1995) for calendar years before 1995 and upon Projected Compensation for calendar years 1995 and later. The calculation shall be done with mathematical precision, without regard to Sections 1.12(c) and 10.06 of DIICON. The Projected Compensation for any given year is the Base Year Compensation projected at a 4.5% salary scale. For the calendar year containing the Member's Equalizer Age, the Projected Compensation shall reflect the portion of the year up to the Member's Equalizer Age.

The Base Year Compensation is the sum of the following two amounts:

1. The 1994 Compensation as defined in DIICON (but without regard to DIICON
Section 1.12(c)), less any bonus included therein, and

2. The two-year average of any bonus amounts earned in 1993 and 1994, whether included in Compensation (as defined in DIICON) or previously excluded because such amounts had been deferred.

The Final Average Monthly Earnings determined above, however, shall not be less than the Final Average Monthly Earnings as of May 31, 1995 (excluding earnings after January 1, 1995), determined without regard to DIICON Section 1.12(c), projected at a 4.5% salary scale to the Member's Equalizer Age. For this purpose, the projection will include the fraction of a year, if any, from the beginning of the year in which the Equalizer Age occurs to the Equalizer Age.

THIRD STEP - The DIICON Actuary shall project to the Equalizer Age the hypothetical account balance that would accumulate from Company contributions of 7% of Projected Compensation, if such

contributions began on the Effective Date and were made monthly until the date the Member attains his Equalizer Age. For this purpose, if the 1994 Compensation was for less than 12 months, the 1994 Compensation, less any bonus included therein, used in the Base Year Compensation, shall be annualized before use for projection. The DIICON Actuary shall assume that the hypothetical account balance grows at the rate of 8% per annum. The DIICON Actuary then shall convert the hypothetical account balance to a monthly retirement income payable as a life annuity, using the appropriate factor from the 1983 Group Annuity Mortality Table, weighted 90% male and 10% female, with an interest discount rate of 8%.

FOURTH STEP - The DIICON Actuary shall subtract from the amount determined in Second Step above the amount determined in the Third Step above, plus the amount that would be received (including any purchased annuity described in Section 4.01(d) of DIICON) from DIICON, assuming that: (1) the form of payment is a life annuity, (2) no Compensation after January 1, 1995, is considered, and (3) the Member retires as of the Member's Equalizer Age. The result shall be called the "Shortfall Amount". If such amount is less than zero, it will be deemed to equal zero. The DIICON Actuary shall then determine the Equalizer Percentage such that, if the Equalizer Percentage is multiplied by the Projected Compensation from the Third Step above for years after June 1, 1995, and accumulated with investment return of 8% per annum to the Equalizer Age and divided by the same conversion factor from the Third Step above, then the result would equal the Shortfall Amount. The Equalizer Percentage is rounded to the nearest 1/10th of 1%.

APPENDIX B

CALCULATION OF MEDISAVE CONTRIBUTIONS

SECTION B.1. MEDISAVE CONTRIBUTIONS. The following Members, who must be eligible to participate in the Dresser group medical plan, shall be eligible to receive Medisave Contributions if they were eligible to participate in this Plan (or a Predecessor Plan) for at least one year:

(a) Non-grandfathered Members;

(b) Members hired by Dresser Industries, Inc. after May 31, 1995, who are not employed by the Oilfield Services Group;

(c) Members hired by Dresser Industries, Inc. before June 1, 1995, who are employed by the Security Division or the Guiberson-AVA Division of Dresser Industries, Inc; and

(d) Members who were participants in the Baroid Corporation Savings Plan on May 31, 1995.

The Medisave Contribution on behalf of Members described in subsections
(a), (b) or (c) shall be equal to 50% of the Pretax and After-tax Contributions of the Member, to the extent such Member's contributions do not exceed 4% of the Member's Earnings. These contributions shall be made semimonthly to the Medisave Account of each Member described in subsections (a), (b) or (c), who has made employee contributions during the semimonthly period. Medisave Contributions made in accordance with this Section may be forfeited or returned, in accordance with the provisions of Section 3.6(b).

The Medisave Contribution on behalf of each Member described in subsection
(d) shall be $400 each Plan Year, but shall be made at the discretion of Oilfield Services Group's management. If this contribution is authorized, it shall be paid out of the profits of the Oilfield Services Group, to each Member described in subsection (d) who is (i) employed on the last day of the Plan Year for which

the contribution is made, or (ii) died, retired, or became disabled during the Plan Year.

APPENDIX C

TK VALVE & MANUFACTURING PLAN MERGER

SECTION C.1. BACKGROUND. On March 31, 1993, the Company acquired all of the outstanding stock of TK Valve & Manufacturing, Incorporated ("TK"). Effective January 1, 1994, the Profit Sharing Plan of TK Valve & Manufacturing, Incorporated ("TK Plan") was merged into the Dresser Industries, Inc. Salary Deferral Plan. This Appendix contains special rules related to this merger, that continue to apply to the accounts of participants that were transferred to this Plan.

SECTION C.2. SERVICE. The rules in this Section C.2 apply to individuals who were employed by TK at any time prior to January 1, 1994.

(a) SERVICE FOR PERIODS BEFORE AUGUST 1, 1993. Years of service credited under the TK Plan as of July 31, 1993, will count as years of Service under this Plan.

(b) SERVICE FOR PERIODS AFTER JULY 31, 1993. In general, Service for all periods of employment after July 31, 1993, will be determined in accordance with Article 9 of this Plan. However, any individual who is credited with at least 1,000 hours of service under the TK Plan during the period from August 1, 1993 to December 31, 1993, will be credited with a year of Service under this Plan on December 31, 1993. This year of Service will be the only Service credited to such an individual for the period from August 1, 1993 to July 31, 1994.

(c) RELATIONSHIP TO BREAK IN SERVICE RULES CLARIFIED. Any Service that would otherwise be credited under this Section C.2 is subject to forfeiture under the regular Break in Service rules in Section 9.2(b)(1).

SECTION C.3. TK SUBACCOUNTS.

(a) IN GENERAL. A separate subaccount will be established for each individual for whom an amount was transferred to the Plan from the TK Plan ("TK subaccount"). The TK subaccount will consist of the amount transferred to the Plan, and will be credited with earnings and other investment gains and losses of the Trust Fund. An individual will be 100% vested in all the amounts in his TK subaccount.

(b) EFFECT OF CERTAIN RULES LIMITED TO TK SUBACCOUNT. The rules in Sections C.4 to C.5 only apply to the TK subaccount. A withdrawal under Section C.4 will reduce the TK subaccount by the amount of the withdrawal. A distribution under
Section C.5 will reduce the TK subaccount to zero. At any given time, the rules in Sections C.4 to C.5 apply only to the balance of the TK subaccount remaining after these reductions have been made.

SECTION C.4. SPECIAL WITHDRAWAL RULES. A Member may withdraw the portion of his TK subaccount, if any, attributable to voluntary employee contributions under the TK Plan (after-tax contributions in excess of the 2% mandatory employee contribution required under that plan). Withdrawals under this Section may be made no more than once in any 12-month period.

SECTION C.5. SPECIAL DISTRIBUTION RULES. An Employee who does not have an election in effect to make Pretax Contributions may elect to receive a distribution of his entire TK subaccount, regardless of the fact that he has not separated from service. An Employee electing to do so, however, will not be allowed to make any Pretax Contributions during the 12-month period following this election. Notwithstanding the previous sentence, no withdrawals of amounts attributable to pretax contributions shall be permitted if the distribution would violate the requirements of section 401(k)(2)(B) of the Code.

APPENDIX D

MERGER OF SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION

WITH AND INTO THE DRESSER INDUSTRIES, INC.

RETIREMENT SAVINGS PLANS

WHEREAS, Baroid Corporation ("Baroid") has heretofore adopted the Savings Plan for Employees of Baroid Corporation (the "Baroid Plan"); and

WHEREAS, Dresser Industries, Inc. ("Dresser") sponsors and maintains the Dresser Industries, Inc. Retirement Savings Plan-A (the "Dresser Plan-A"), the Dresser Industries, Inc. Retirement Savings Plan-B (the "Dresser Plan-B"), and the Dresser Industries, Inc. Deferred Savings Plan, (the "Savings Plan") (jointly, the "Dresser Plans"); and

WHEREAS, Baroid was merged with Dresser and the parties hereto desire that the employees of Baroid become covered by the Dresser Plans; and

WHEREAS, the parties hereto desire to provide simultaneously for a spin-off of the Baroid Plan into functional group components and for the mergers of the resulting group components of the Baroid Plan into the Dresser Plan-A, the Dresser Plan-B, and the Savings Plan effective as of June 1, 1995:

NOW, THEREFORE, the parties hereto agree as follows:

1. Effective as of June 1, 1995, the accounts under the Baroid Plan of Baroid employees eligible to participate in the Dresser Plan-A, the accounts under the Baroid Plan of Baroid employees eligible to participate in the Dresser Plan-B, and the accounts under the Baroid Plan of Baroid employees eligible to participate in the Savings Plan are hereby transferred to and merged with and into, respectively, the Dresser Plan-A, the Dresser Plan-B, and the Savings Plan with the result that the provisions of

the Dresser Plans replace the provisions of the Baroid Plan in their entirety except as otherwise herein provided.

Former employees with account balances in the Baroid Plan will be transferred to the Dresser Plans in accordance with their eligibility status immediately prior to termination of employment.

Pursuant to such merger, the assets held under the Baroid Plan shall be transferred as soon as practicable as provided in Item 2 hereof to the Dresser Plans to be held under the existing trusts maintained under said Dresser Plans. Such transfers shall be in cash or in kind as directed by the Dresser Plans' administrative committee (the "Committee") except that in accordance with the provisions of Item 6 hereof shares of Dresser Industries, Inc. common stock, shares of NL Industries common stock, shares of Tremont Corporation common stock, as well as temporary Investment Funds under the Baroid Plan which were established in connection with such merger pursuant to Item 6 hereof, and including outstanding participant loans, shall be transferred in kind.

2. Immediately after the merger of the relevant group component of the Baroid Plan with and into the Dresser Plan-A, each Member of the Dresser Plan-A shall, if the Dresser Plan-A were then terminated, be entitled to a benefit which is at least equal to the benefit such Member would have been entitled to immediately prior to the merger if the Baroid Plan and the Dresser Plan-A had then terminated.

Immediately after the merger of the group component of the Baroid Plan with and into the Dresser Plan-B, each Member of the Dresser Plan-B shall, if the Dresser Plan-B were then terminated, be entitled to a benefit which is at least equal to the benefit such Member would have been entitled to immediately prior to the merger if the Baroid Plan and Dresser Plan-B had then terminated.

Immediately after the merger of the group component of the Baroid Plan with and into the Savings Plan, each Member of the

Savings Plan shall, if the Savings Plan were then terminated, be entitled to a benefit which is at least equal to the benefit such Member would have been entitled to immediately prior to the merger if the Baroid Plan and the Savings Plan had then terminated.

The provisions of this instrument shall be construed under and in accordance with section 208 of the Employee Retirement Income Security Act of 1974, as amended, and sections 401(a)(12) and 414(1) of the Internal Revenue Code of 1986, as amended, and federal regulations promulgated thereunder.

3. As soon as practicable after the merger of the Baroid Plan with and into the Dresser Plans, the appropriate officers of Dresser and Baroid shall determine if Baroid is projected to attain (or if such determination cannot be made until the end of 1995, in fact attained) the profit objectives established for 1995 as a condition for 1995 Employer Contributions to the Baroid Plan (based upon the corporate performance of Baroid for the period of January 1, 1995 through May 31, 1995 if such determination is made prior to the close of 1995). If it is determined that Baroid attained or is projected to attain, as applicable, such profit objectives, Dresser shall make Employer Contributions to the applicable Dresser Plan (as successor to the portion of the Baroid Plan which was merged into it) pursuant to Section 5.1 of the Baroid Plan for the period of January 1, 1995 through May 31, 1995 on a prorated basis as determined by the appropriate officers of Dresser and Baroid. Any such pro-rata Employer Contributions for such period shall be made as soon as practicable after the determination of the amount thereof to and shall be allocated as of May 31, 1995 to the Plan Accounts of the Baroid Plan Participants in accordance with the provisions of Article V of the Baroid Plan but based upon Pre-Tax and After-tax Contributions made and Compensation earned during the period of January 1, 1995 through May 31, 1995 and based upon May 31, 1995 as the Plan Year end for

the Baroid Plan for 1995. If the pro-rata Employer Contributions for to Baroid Plan for the period of January 1, 1995 through May 31, 1995 are determined and made prior to the close of 1995 then, at the end of 1995, the appropriate officers of Dresser shall determine if Baroid attained the profit objectives established for 1995 as a condition for 1995 Employer Contributions to the Baroid Plan and, if so, whether the pro-rata Employer Contributions made for the Baroid Plan Participants as of May 31, 1995 were sufficient to constitute pro-rata Employer Contributions for such short period. If it is determined that such contributions were not sufficient to constitute pro-rata Employer Contributions for such short period, Dresser may, as directed by the appropriate officers of Dresser, contribute to the Dresser Plans on behalf of the Baroid Plan Participants such Employer Contributions as are determined to be appropriate. Any such additional 1995 pro-rata Employer Contributions for the Baroid Plan Participants shall be allocated in the same way and to the same persons as if they had been contributed as a part of the 1995 pro-rata Employer Contributions made for the Baroid Plan Participants earlier in 1995.

All contributions made in accordance with this Item 3 shall be treated as having been made to the Baroid Plan as of May 31, 1995, provided such contributions are made no later than 30 days after the end of the period described in Code 404(a)(6) applicable to the taxable year of Dresser in which the 1995 Plan year for the Baroid Plan ends.

4. The provisions of Items 5 through 8 of this instrument shall be applicable to the accounts (the "Baroid Plan Accounts") transferred to the Dresser Plans pursuant to the merger of the Baroid Plan with and into the Dresser Plans of an individual ("Baroid Participant") who was a participant in the Baroid Plan prior to such mergers.

5. Except as provided specifically herein, Baroid Plan Accounts shall be governed by the provisions of the Dresser Plans in the same manner as any other account under the Dresser Plans as follows:

(a) The portion of a Baroid Plan Account which is attributable to Pretax Contributions made to the Baroid Plan shall be treated in the same manner as a Pretax Account;

(b) The portion of a Baroid Plan Account which is attributable to Employer Contributions made to the Baroid Plan shall be treated in the same manner as a Matching Account;

(c) The portion of a Baroid Plan Account which is attributable to After-tax Contributions made to the Baroid Plan shall be treated in the same manner as an After-tax Account;

(d) The portion of a Baroid Plan Account which was attributable to a rollover into the Baroid Plan shall be treated in the same manner as a Rollover Account; and

(e) The portion of a Baroid Plan Account which was attributable to a Medisave Contributions made to the Baroid Plan shall be treated in the same manner as a Medisave Account.

6. Incident to the transfer to the Dresser Plans of the Baroid Plan Accounts, the Investment Funds of the Baroid Plan shall be liquidated and the proceeds invested in the investment funds of the Dresser Plans with the proceeds from the liquidation of the Baroid Plan Investment Fund being invested by the Employee Benefits Committee in the investment fund of the applicable Dresser Plan which is most comparable thereto in terms of type of investments and nature of investment goals except that:

(a) Baroid Plan outstanding Participant loans shall be continued as outstanding participant loans subject, however, to such adjustments as may be appropriate or necessary to conform to the Dresser Plans' loan procedures and administration;

(b) The common stock of Dresser Industries, Inc., Tremont Corporation and NL Corporation shall be invested in separate frozen investment funds established under the Dresser Plans for such assets. The assets of such frozen funds shall continue to be invested in such assets unless and until a Baroid Participant directs sale and reinvestment into any of the regular investment funds under the Dresser Plans in accordance with the standard investment change provisions of the Dresser Plans. Any such sale and reinvestment elections must be made on or before December 1, 1996 and, from and after such date, the remaining common stock of Tremont Corporation and NL Corporation in the frozen investment funds established pursuant to this subitem (b) shall be liquidated on or about December 1, 1996 and will initially be invested in the equity index funds of the Dresser Plans.

All amounts distributable from the Tremont Stock Fund and/or the NL Fund prior to December 1, 1996 shall be paid entirely in cash, or entirely in whole shares of the applicable stock and in cash to the extent of any fractional shares (to 1/1,000th of a share), as the Participant shall elect. Absent such an election, amounts distributable from the Tremont Stock Fund and/or the NL Fund shall be paid in whole shares of Employer Stock (and fractional shares to 1/1,000th of a share paid in cash).

No amounts may be invested in the frozen investment funds established pursuant to this subitem (b) other than the common stock of Dresser Industries, Inc., Tremont Corporation and NL Corporation transferred in kind from the Baroid Plan to the Dresser Plans; and

(c) The funds under the Baroid Plan assigned to the Merrill Lynch Retirement Preservation Trust shall remain invested in this fund and shall become a frozen investment fund under the Dresser Plans. The assets of such frozen funds shall continue to be invested in such assets unless and until a Baroid Participant

directs sale and reinvestment into a "noncompeting" fund under the Dresser Plans in accordance with the standard investment change provisions of the Dresser Plans.

From and after such initial transfer and subject to the provisions of this Item 6, Baroid Plan Participants may direct as to the investment of their Baroid Plan Accounts in accordance with the then applicable provisions of the Dresser Plans. Notwithstanding the foregoing and in order to more efficiently effectuate the merger of the Baroid Plan with and into the Dresser Plans, the Investment Funds of the Baroid Plan (other than the Investment Funds which are to be maintained as frozen funds pursuant to items
(a), (b) and (c) of this Item 6 following merger of the Baroid Plan with and into the Dresser Plans) may, as directed by the Committee, be liquidated during a reasonable period prior to the merger of the Baroid Plan with and into the Dresser Plans (rather than coincident with such mergers) and the proceeds invested under the Baroid Plan in temporary Investment Funds established thereunder which are identical to the investment funds of the Dresser Plans with the proceeds from the liquidation of an original Baroid Plan Investment Fund being invested in the temporary Investment Fund under the Baroid Plan which is most comparable thereto in terms of type of investments and nature of investment goals. In the event that such liquidation and reinvestment in temporary Investment Funds which are identical to the investment funds of the Dresser Plans is effected, such temporary Investment Funds shall be transferred in kind to the Dresser Plans upon the merger of the Baroid Plan with and into the Dresser Plans and thereupon merged into the respective parallel investment funds of the Dresser Plans.

7. From and after transfer to the Dresser Plans, each Baroid Plan Participant shall have a vested and nonforfeitable interest in

the portion of his Baroid Plan Account attributable to Employer Contributions in accordance with the following schedule:

YEARS OF SERVICE    VESTED INTEREST
----------------    ---------------
Less than 3               0%
     3                   50%
     4                   75%
5 or more               100%

For purposes of the foregoing schedule, a Baroid Plan Participant's "Years of Service" shall be calculated in accordance with the provisions of the Dresser Plans (with respect to service completed both before and after June 1, 1995) but for the period prior to December 31, 1995 shall not be less than the amount computed as follows:

(a) the number of years equal to the number of years credited to him under the Baroid Plan for vesting purposes as of December 31, 1994; plus

(b) the greater of (1) the period of service that would be credited to him for vesting purposes under the Dresser Plans, whichever is applicable to him, for his service during the period of January 1, 1995 through December 31, 1995 or (2) the service credited as of June 1, 1995 for vesting purposes under the Baroid Plan for the 1995 computation period.

Provisions of the Dresser Plans notwithstanding, the nonforfeitable percentage in the Dresser Plans of any Baroid Plan Participant who had completed at least three years of service as of June 1, 1995 shall not be less than the percentage determined in accordance with the foregoing schedule if application of such schedule would result in a greater nonforfeitable percentage than would otherwise be applicable under the Dresser Plans.

8. Distribution and withdrawal provisions of the Dresser Plan to the contrary notwithstanding, this Item 8 shall govern as to distributions and withdrawals from the Dresser Plans by the Baroid Plan Participants:

(a) In addition to the other in-service withdrawal rights available pursuant to the Dresser Plan, a Baroid Plan Participant may at any time withdraw any portion of the then value of his Baroid Plan Account which is attributable to After-Tax Contributions, Rollover Contributions and ESOP Contributions.

(b) In addition to the other in-service withdrawal rights available pursuant to the Dresser Plan, a Baroid Plan Participant who has attained the age of 59 1/2 may withdraw any portion of the then value of his Baroid Plan Account which is attributable to Pre-Tax Contributions.

(c) In addition to the other in-service withdrawal rights available pursuant to the Dresser Plan, a Baroid Plan Participant may withdraw any portion of the then value of the vested portion of his Baroid Plan Account which is attributable to Employer Contributions which were made to the Baroid Plan at least 24 months prior to the date of such withdrawal.

(d) In addition to the other in-service withdrawal rights available pursuant to the Dresser Plan, a Baroid Plan Participant who has a combined period of participation in the Baroid Plan and the applicable Dresser Plan of at least 60 months may withdraw any portion of the then value of his Baroid Plan Account which is attributable to Employer Contributions made to the Baroid Plan.

(e) In addition to other benefit forms available pursuant to the Dresser Plan upon termination of employment, a Baroid Plan Participant may elect to have his Baroid Plan Account distributed in equal annual installments over a fixed number of years not to exceed the lesser of fifteen years or his life expectancy.

(f) The vested portion of a Baroid Plan Participant's Baroid Plan Account may be withdrawn on account of hardship, in accordance with the procedures and restrictions set forth in the Dresser Plans' hardship withdrawal provisions.

(g) In addition and as an elective alternative to the normal benefit payment form available under the Dresser Plans upon termination of employment, a Baroid Plan Participant who terminates employment by reason of Disability or Retirement may elect to receive his Baroid Plan Account in the form of a commercial annuity contract providing payments for the life of the Baroid Plan Participant if he is not married or a joint and survivor annuity providing payments for his life and a fifty percent surviving spouse annuity for the life of his surviving spouse if he is married. In lieu of the foregoing forms of annuity contract payments for his Baroid Plan Account under this subitem (g), a Baroid Plan Participant may elect a commercial annuity contract providing alternate forms of annuity payments. The terms of any commercial annuity contract distributed to a Baroid Plan Participant shall provide that payments under such annuity will commence immediately, subject to the Baroid Plan Participant's rights to defer commencement of payments in accordance with applicable provisions of the Dresser Plans. The procedure for a Baroid Plan Participant to elect the commercial annuity contract form of distribution will be to deliver to the Committee a written notice of his interest in an annuity form of distribution. Upon receipt of such notice, the Committee will give the Baroid Plan Participant a written explanation in non-technical language of: (i) the terms and conditions of the annuity contract distribution form in general and of the normal annuity contract form of payment of the qualified joint and fifty percent surviving spouse form of annuity or, as applicable, the single life form of annuity,
(ii) the Baroid Plan Participant's right to make, and to revoke, an election waiving the joint and fifty percent surviving spouse form of annuity or, as applicable, single life form of annuity, (iii) the financial effect upon his benefit (in terms of dollars per benefit payment) of his making or revoking an election to waive the

qualified joint and fifty percent surviving spouse form of annuity, or, as applicable, single life form of annuity, (iv) the rights of his spouse with respect to his elections and (v) sufficient additional information to explain the relative values of alternative forms of payment under the annuity contract distribution option. The Committee will either mail or personally deliver the written explanation to the Baroid Plan Participant by such time as to reasonably assure that it will be received on or about the later of:

(1) No more than ninety days prior to his entry date into the annuity contract: and

(2) No less than thirty days prior to his entry date into the annuity contract.

If an additional written explanation is due because of the Baroid Plan Participant's written request for additional information, such explanation may be personally delivered or mailed (first class, postage prepaid) within thirty days from the date of the Baroid Plan Participant's written request. The period within which the Baroid Plan Participant must make his election shall be the ninety-day period ending on his annuity starting date (as such term is defined in Code 417(f)(2)). The Baroid Plan Participant may revoke any election made (or make a new election) at any time during such election period. If, during such election period, the Baroid Plan Participant makes a written request to the Committee for additional information, the election period will be extended to the extent necessary, to include the ninety calendar days immediately following the furnishing of all the additional information to him. Once an insurance company has issued the form of annuity contract elected, the election period shall cease and the Baroid Plan Participant's annuity election shall be irrevocable. If a married Baroid Plan Participant whose benefits, in the absence of an election otherwise, would be paid in the joint

and fifty percent surviving spouse form of annuity elects a different annuity form, such election must be in the form of a qualified election. A qualified election is a benefit election accompanied by a written waiver of the joint and fifty percent surviving spouse form of annuity which waiver along with, where applicable, the designation of a specific beneficiary other than the spouse and his specific form of benefit is consented to by his spouse in a writing which is witnessed by a representative of the Dresser Plan-A or the Dresser Plan-B, as applicable, or a notary public, which acknowledges the effect of the election and which may not be changed without the consent of the Baroid Plan Participant's spouse, except to elect a joint and fifty percent surviving spouse form annuity. Upon receipt of the executed forms wherein a Baroid Plan Participant elects the annuity contract distribution form and the type of annuity he desires to receive, the portion of his Accounts under the Dresser Plans which are governed by this subitem (g) shall be converted into cash and used to purchase a commercial annuity contract providing the annuity form of payment selected by the Baroid Plan Participant.

(h) If a Baroid Plan Participant who is married and who has elected an annuity contract form of distribution pursuant to subitem (g) above (regardless of the form of payment he elected under such contract) dies prior to the purchase of such contract, 50% of his Baroid Plan Account shall be distributed to his surviving spouse (and any beneficiary designation or other election to the contrary shall be null and void) in the form of an annuity contract providing a single life annuity for the life of such spouse unless such spouse elects a lump sum payment or an alternate form of benefit provided in this subitem 8 or in the Dresser Plan-A, Dresser Plan-B or the Savings Plan, as applicable. If a Baroid Plan Participant who is married has elected an annuity contract form of distribution pursuant to subitem (g) above

(regardless of the form of payment he elected under such contract), any withdrawals from or loans made from his Baroid Plan Account prior to the purchase of such contract shall be subject to the election and spousal consent rules described in subitem (g) above in the same manner as the Baroid Plan Participant's elections to take an annuity form of payment other than the joint and fifty percent surviving spouse annuity.

(i) This Item 8 is intended to preserve with respect to the account balances transferred to the Dresser Plans from the Baroid Plan Accounts all forms of benefits required to be preserved pursuant to section 411 of the Code and Treasury Regulations promulgated thereunder and is to be interpreted and construed to effectuate such purpose. To the extent that any form of benefit provided with respect to the Baroid Plan Accounts pursuant to this Item 8 is generally available under the Dresser Plans, a Baroid Plan Participant shall not have a separate benefit form election with respect to his Baroid Plan Account by virtue of this Item 8.

9. For purposes of this instrument, capitalized terms shall have the meanings ascribed to them in the Dresser Plans or the Baroid Plan, as applicable, unless otherwise defined herein.

10. As amended hereby, the Dresser Plans are specifically ratified and reaffirmed.

APPENDIX E

MERGER OF WHEATLEY TXT CORP. EMPLOYEES' SAVINGS PLAN

WITH AND INTO THE DRESSER INDUSTRIES, INC.

RETIREMENT SAVINGS PLANS

WHEREAS, Wheatley TXT Corp. ("Wheatley") has heretofore adopted the Wheatley TXT Corp. Employees' Savings Plan (the "Wheatley Plan") and merged the Axelson Inc. Retirement Savings Plan (the "Axelson Plan") into the Wheatley Plan; and

WHEREAS, Dresser Industries, Inc. ("Dresser") sponsors and maintains the Dresser Industries, Inc. Retirement Savings Plan-A (the "Dresser Plan-A") and the Dresser Industries, Inc. Retirement Savings Plan-B (the "Dresser Plan-B") (jointly, the "Dresser Plans");

WHEREAS, Wheatley TXT, was merged with Dresser and the parties hereto desire that the employees of Wheatley TXT become covered by the Dresser Plans; and

WHEREAS, the parties hereto desire to provide simultaneously for a spin-off of the Wheatley Plan into functional group components and for the mergers of the resulting group components of the Wheatley Plan into, respectively, the Dresser Plan-A and the Dresser Plan-B, effective as of June 1, 1995;

NOW, THEREFORE, the parties hereto agree as follows:

1. Effective as of June 1, 1995, the accounts under the Wheatley Plan of Wheatley employees eligible to participate in the Dresser Plan-A, and the accounts under the Wheatley Plan of Wheatley employees eligible to participate in the Dresser Plan-B, are hereby transferred to and merged with and into, respectively, the Dresser Plan-A and the Dresser Plan-B, with the result that the provisions of the Dresser Plans replace the provisions of the Wheatley Plan in their entirety except as otherwise herein provided.

Former employees of Wheatley and Axelson, Inc., with account balances in the Wheatley Plan will be transferred to the Dresser Plans in accordance with their eligibility status immediately prior to termination of employment.

Pursuant to such merger, the assets held under the Wheatley Plan shall be transferred as soon as practicable to the Dresser Plans to be held under the existing trusts maintained under said Dresser Plans. Such transfers shall be in cash or in kind as directed by the Dresser Plans' administrative committee (the "Committee") except that shares of Dresser Industries, Inc. common stock, and shares of Hanson Corporation common stock shall be transferred in kind.

2. Immediately after the merger of the group component of the Wheatley Plan with and into the Dresser Plan-A, each Member of the Dresser Plan-A who was a Participant in the Wheatley Plan shall, if the Dresser Plan-A were then terminated, be entitled to a benefit which is at least equal to the benefit such Member would have been entitled to immediately prior to the merger if the Wheatley Plan had then terminated. Immediately after the merger of the group component of the Wheatley Plan with and into the Dresser Plan-B, each Member of the Dresser Plan-B who was a Participant in the Wheatley Plan shall, if the Dresser Plan-B were then terminated, be entitled to a benefit which is at least equal to the benefit such Member would have been entitled to immediately prior to the merger if the Wheatley Plan had then terminated. The provisions of this instrument shall be construed under and in accordance with section 208 of the Employee Retirement Income Security Act of 1974, as amended, and sections 401(a)(12) and 414(1) of the Internal Revenue Code of 1986, as amended, and federal regulations promulgated thereunder.

3. After the merger of the Wheatley Plan with and into the Dresser Plans, the appropriate officers of Dresser and Wheatley

shall determine a matching percentage level of Employer Matching Contributions to make on behalf of the Wheatley Plan Participants (based upon such factors as they deem appropriate) for the period of March 1, 1995 through May 31, 1995. Such Employer Matching Contributions for such period shall be made to the Dresser Plans as soon as practicable following the merger of the Wheatley Plan into the Dresser Plans and shall be allocated as of May 31, 1995 in accordance with the provisions of Wheatley Plan based upon Wheatley Plan Participants' eligible contributions to the Wheatley Plan which were made during the period of March 1, 1995 through May 31, 1995.

All contributions made in accordance with this Item 3 shall be treated as having been made to the Wheatley Plan as of May 31, 1995.

4. The provisions of Items 5 through 8 of this instrument shall be applicable to the benefits (the "Wheatley Plan Accounts") transferred to the Dresser Plans pursuant to the merger of the Wheatley Plan into the Dresser Plans of an individual ("Wheatley Participant") who was a participant in the Wheatley Plan prior to such merger.

5. Except as provided specifically herein, a Wheatley Participant's Wheatley Plan Account shall be governed by the provisions of the Dresser Plan-A or the Dresser Plan-B, as applicable, in the same manner as any other account thereunder as follows:

(a) The portion of a Wheatley Participant's Wheatley Plan Account which is attributable to elective salary deferral contributions made on his behalf to the Wheatley Plan shall be treated in the same manner as a Pretax Account;

(b) The portion of a Wheatley Participant's Wheatley Plan Account which is attributable to employer contributions made on his

behalf to the Wheatley Plan shall be treated in the same manner as a Matching Account; and

(c) The portion of a Wheatley Participant's Wheatley Plan Account which was attributable to a rollover into the Wheatley Plan shall be treated in the same manner as a Rollover Account.

6. Incident to the transfer to the Dresser Plans of the Wheatley Plan Accounts, the Investment Funds of the Wheatley Plan shall be liquidated and the proceeds invested in the investment funds of the Dresser Plans with the proceeds from the liquidation of the Wheatley Plan Fund being invested by the Employee Benefits Committee in the investment fund of the applicable Dresser Plan which is most comparable thereto in terms of type of investments and nature of investment goals, except that the common stock of Dresser Industries, Inc. and Hanson Corporation shall be invested in separate frozen investment funds established under the Dresser Plans for such assets. The assets of such frozen funds shall continue to be invested in such assets unless and until a Wheatley Participant directs sale and reinvestment into any of the regular investment funds under the Dresser Plans in accordance with the standard investment change provisions of the Dresser Plans. Any such sale and reinvestment elections must be made on or about December 1, 1996 and, from and after such date, the remaining common stock of Hanson Corporation in the frozen investment funds established pursuant to this item 6 shall be liquidated on December 1, 1996 and initially invested in the equity index funds of the Dresser Plans. No amounts may be invested in the frozen investment funds established pursuant to this item 6 other than the common stock of Dresser Industries, Inc. and Hanson Corporation transferred in kind from the Wheatley Plan to the Dresser Plans. All amounts distributable from the Hanson Stock Fund prior to December 1, 1996 shall be distributed entirely in cash.

After such initial transfer, Wheatley Participants may direct as to the investment of their Wheatley Plan Accounts in accordance with the then applicable provisions of the Dresser Plans.

7. From and after transfer to the Dresser Plan, each Wheatley Plan Participant shall have a vested and nonforfeitable interest in the portion of his Wheatley Plan Account attributable to employer contributions made on his behalf to the Wheatley Plan in accordance with the vesting provisions of the Dresser Plans except that in determining his service which is credited for vesting purposes to determine such vested and nonforfeitable interest, a Wheatley Plan Participant's Service shall be calculated in accordance with the Dresser Plans (with respect to Service completed both before and after June 1, 1995) but for the period prior to December 31, 1995 such Service shall not be less than the amount computed as follows:

(a) the number of years equal to the number of years credited to him under the Wheatley Plan for vesting purposes as of December 31, 1994; plus

(b) the greater of (1) the period of Service that would be credited to him for vesting purposes under the Dresser Plans, whichever is applicable to him, for his Service during the period of January 1, 1995 through December 31, 1995 or (2) the Service credited as of June 1, 1995 for vesting purposes under the Wheatley Plan for the 1995 computation period.

8. Distribution and withdrawal provisions of the Dresser Plan to the contrary notwithstanding, this Item 8 shall govern as to distributions and withdrawals from the Wheatley Plan Accounts:

(a) In addition to the other in-service withdrawal rights available pursuant to the Dresser Plans, a Wheatley Plan Participant who has attained the age of 65 may withdraw at any time any portion of the then value of his Wheatley Plan Account.

(b) In addition to the other in-service withdrawal rights available pursuant to the Dresser Plans, a Wheatley Plan Participant who has attained the age of 59 1/2 may withdraw at any time any portion of the then value of his Wheatley Plan Account which is attributable to elective salary deferral contributions and qualified employer non-elective contributions to the Wheatley Plan and Compensation Deferral Contributions and Employer Matching Contributions to the Axelson Plan.

(c) In addition to other benefit forms available pursuant to the Dresser Plan upon termination of employment, a Wheatley Plan Participant may elect to have his Wheatley Plan account distributed in the form of a lump sum, in the form of installment payments (annually, quarterly or monthly) over a specified period of time not exceeding his life expectancy or the joint life expectancy of him and his designated beneficiary or in a combination thereof.

(d) In addition and as an elective alternative to the normal benefit payment form pursuant to the Dresser Plans upon termination of employment, a Wheatley Plan Participant who was a Member of the Axelson Plan ("Axelson Member") who terminates employment other than by reason of death may elect to receive his Wheatley Plan Account in the form of a commercial annuity contract providing payments for the life of the Axelson Member if he is not married or a joint and survivor annuity providing payments for his life and a fifty percent surviving spouse annuity for the life of his surviving spouse if he is married. In lieu of the foregoing normal forms of annuity contract payments for his Wheatley Plan Account under this subitem (d), an Axelson Member may elect a commercial annuity contract providing alternate forms of annuity payments. The terms of any commercial annuity contract distributed to an Axelson Member shall provide that payments under such annuity will commence immediately, subject to the Axelson Member's rights to defer commencement of payments in accordance with applicable provisions

of the Dresser Plans. The procedure for an Axelson Member to elect the commercial annuity contract form of distribution will be to deliver to the Committee a written notice of his interest in an annuity form of distribution. Upon receipt of such notice, the Committee will give the Axelson Member a written explanation in non-technical language of: (i) the terms and conditions of the annuity contract distribution form in general and of the normal annuity contract form of payment of the qualified joint and fifty percent surviving spouse form of annuity or, as applicable, the single life form of annuity, (ii) the Axelson Member's right to make, and to revoke, an election waiving the joint and fifty percent surviving spouse form of annuity or, as applicable, single life form of annuity, (iii) the financial effect upon his benefit (in terms of dollars per benefit payment) of his making or revoking an election to waive the qualified joint and fifty percent surviving spouse form of annuity, or, as applicable, single life form of annuity, (iv) the rights of his spouse with respect to his elections and (v) sufficient additional information to explain the relative values of alternative forms of payment under the annuity contract distribution option. The Committee will either mail or personally deliver the written explanation to the Axelson Member by such time as to reasonably assure that it will be received on or about the later of:

(1) No more than ninety days prior to his entry date into the annuity contract: and

(2) No less than thirty days prior to his entry date into the annuity contract

If an additional written explanation is due because of the Axelson Member's written request for additional information, such explanation may be personally delivered or mailed (first class, postage prepaid) within thirty days from the date of the Axelson Member's written request. The period within which the Axelson

Member must make his election shall be the ninety-day period ending on his annuity starting date (as such term is defined in Code 417(f)(2)). The Axelson Member may revoke any election made (or make a new election) at any time during such election period. If, during such election period, the Axelson Member makes a written request to the Committee for additional information, the election period will be extended to the extent necessary, to include the ninety calendar days immediately following the furnishing of all the additional information to him. Once an insurance company has issued the form of annuity contract elected, the election period shall cease and the Axelson Member's annuity election shall be irrevocable. If a married Axelson Member whose benefits, in the absence of an election otherwise, would be paid in the joint and fifty percent surviving spouse form of annuity elects a different annuity form, such election must be in the form of a qualified election. A qualified election is a benefit election accompanied by a written waiver of the joint and fifty percent surviving spouse form of annuity which waiver along with, where applicable, the designation of a specific beneficiary other than the spouse and his specific form of benefit is consented to by his spouse in a writing which is witnessed by a representative of the Dresser Plan-A or the Dresser Plan-B, as applicable, or a notary public, which acknowledges the effect of the election and which may not be changed without the consent of the Axelson Member's spouse, except to elect a joint and fifty percent surviving spouse form of annuity. Upon receipt of the executed forms wherein the Axelson Member elects the annuity contract distribution form and the type of annuity he desires to receive, the portion of his Accounts under the Dresser Plans which are governed by this subitem (d) shall be converted into cash and used to purchase a commercial annuity contract providing the annuity form of payment selected by the Axelson Member.

(e) If an Axelson Member who is married and who has elected an annuity contract form of distribution pursuant to subitem (d) above (regardless of the form of payment he elected under such contract) dies prior to the purchase of such contract, 50% of his Wheatley Plan Account shall be distributed to his surviving spouse (and any beneficiary designation or other election to the contrary shall be null and void) in the form of an annuity contract providing a single life annuity for the life of such spouse unless such spouse elects a lump sum payment or an alternate form of benefit provided in this subitem 8 or in the Dresser Plan-A or Dresser Plan-B as applicable. If an Axelson Member who is married has elected an annuity contract form of distribution pursuant to subitem
(d) above (regardless of the form of payment he elected under such contract), any withdrawals from his Wheatley Plan Account prior to the purchase of such contract shall be subject to the election and spousal consent rules described in subitem (d) above in the same manner as the Axelson Member's elections to take an annuity form of payment other than the joint and fifty percent surviving spouse annuity.

(f) This item 8 is intended to preserve with respect to the Wheatley Plan Accounts all forms of benefits required to be preserved pursuant to section 411 of the Code and Treasury Regulations promulgated thereunder and is to be interpreted and construed to effectuate such purpose.

Nothing in this item 8 is intended to provide a separate distribution or withdrawal election with respect to a Wheatley Participant's Wheatley Plan Account to the extent that such withdrawal or distribution is generally available under the Dresser Plan.

9. For purposes of this instrument, capitalized terms shall have the meanings ascribed to them in the Dresser Plan, the

Wheatley Plan or the Axelson Plan, as applicable, unless otherwise defined herein.

10. As amended hereby, the Dresser Plan is specifically ratified and reaffirmed.

APPENDIX F

MERGER OF AVA INTERNATIONAL CORP. 401K PLAN

WITH AND INTO THE DRESSER INDUSTRIES, INC.

RETIREMENT SAVINGS PLANS

WHEREAS, AVA International Corp. ("AVA") has heretofore adopted the AVA International Corp. 401k Plan (the "AVA Plan"); and

WHEREAS, Dresser Industries, Inc. ("Dresser") sponsors and maintains the Dresser Industries, Inc. Retirement Savings Plan-A (the "Dresser Plan-A") and the Dresser Industries, Inc. Retirement Savings Plan-B (the "Dresser Plan-B") (jointly, the "Dresser Plans"); and

WHEREAS, AVA was acquired by Dresser and the parties hereto desire that the employees of AVA become covered by the Dresser Plans, and

WHEREAS, the parties hereto desire to provide simultaneously for a spinoff of the AVA Plan into functional group components and for the mergers of the resulting group components of the AVA Plan into, respectively, the Dresser Plan-A and the Dresser Plan-B, effective as of June 1, 1995;

NOW, THEREFORE, the parties hereto agree as follows:

1. Effective as of June 1, 1995, the accounts under the AVA Plan of AVA employees eligible to participate in the Dresser Plan-A and the accounts under the AVA Plan of AVA employees eligible to participate in the Dresser Plan-B are hereby transferred to and merged with and into, respectively, the Dresser Plan-A and the Dresser Plan-B, with the result that the provisions of the Dresser Plans replace the provisions of the AVA Plan in their entirety except as otherwise herein provided. Pursuant to such merger, the assets held under the AVA Plan shall be transferred as soon as practicable to the Dresser Plans to be held under the existing trusts maintained under said Dresser Plans. Such transfers shall be

in cash except that outstanding participant loans shall be transferred in kind.

Former employees with account balances in the AVA Plan will be transferred to the Dresser Plans in accordance with their eligibility status immediately prior to termination of employment.

2. Immediately after the merger of the relevant group component of the AVA Plan with and into the Dresser Plan-A, each Member of the Dresser Plan-A shall, if the Dresser Plan-A were then terminated, be entitled to a benefit which is at least equal to the benefit such Member would have been entitled to immediately prior to the merger if the AVA Plan and the Dresser Plan-A had then terminated. Immediately after the merger of the group component of the AVA Plan with and into the Dresser Plan-B, each Member of the Dresser Plan-B shall, if the Dresser Plan-B were then terminated, be entitled to a benefit which is at least equal to the benefit such Member would have been entitled to immediately prior to the merger if the AVA Plan and Dresser Plan-B had then terminated. The provisions of this instrument shall be construed under and in accordance with section 208 of the Employee Retirement Income Security Act of 1974, as amended, and sections 401(a)(12) and 414(1) of the Internal Revenue Code of 1986, as amended, and federal regulations promulgated thereunder.

3. The provisions of Items 4 through 7 of this instrument shall be applicable to the accounts (the "AVA Plan Accounts") transferred to the Dresser Plans pursuant to the merger of the AVA Plan with and into the Dresser Plans of an individual ("AVA Participant") who was a participant in the AVA Plan prior to such mergers.

4. Except as provided specifically herein, AVA Plan Accounts shall be governed by the provisions of the Dresser Plan-A or the Dresser Plan-B, as applicable, in the same manner as any other account thereunder as follows:

(a) The portion of an AVA Plan Account which is attributable to "deferred contributions" made to the AVA Plan shall be treated in the same manner as a Pretax Account;

(b) The portion of an AVA Plan Account which is attributable to Employer "matching contributions" and "discretionary contributions" made by AVA to the AVA Plan shall be treated in the same manner as, respectively, a Matching Account and an After-tax Account; and

(c) The portion of an AVA Plan Account which was attributable to a rollover into the AVA Plan shall be treated in the same manner as a Rollover Account.

5. Incident to the transfer to the Dresser Plans of the AVA Plan Accounts, the Investment Funds of the AVA Plan shall be liquidated and the proceeds invested in the investment funds of the Dresser Plans with the proceeds from the liquidation of the AVA Plan Fund being invested by the Employee Benefits Committee in the investment fund of the applicable Dresser Plan which is most comparable thereto in terms of type of investments and nature of investment goals, except that AVA Plan outstanding Participant loans shall be continued as outstanding participant loans subject, however, to such adjustments as may be appropriate or necessary to conform to the Dresser Plans' loan procedures and administration. After such initial transfer, AVA Plan Participants may direct as to the investment of their AVA Plan Accounts in accordance with the then applicable provisions of the Dresser Plans.

6. From and after transfer to the Dresser Plans, each AVA Plan Participant shall have a vested and nonforfeitable interest in the portion of his AVA Plan Account attributable to Employer "matching contributions" and "discretionary contributions" made by AVA to the AVA Plan in accordance with the following schedule:

Less than 3                0%
     3                    20%
     4                    40%
     5                    60%
     6                    80%
7 or more                100%

For purposes of the foregoing schedule, an AVA Plan Participant's "Years of Service" shall be calculated in accordance with the Dresser Plans (with respect to service completed both before and after June 1, 1995) but for the period prior to December 31, 1995 shall not be less than the amount computed as follows:

(a) the number of years equal to the number of years credited to him under the AVA Plan for vesting purposes as of December 31, 1994; plus

(b) the greater of (i) the period of service that would be credited to him for vesting purposes under the Dresser Plans, whichever is applicable to him, for his service during the period of January 1, 1995 through December 31, 1995 or (2) the service credited as of June 1, 1995 for vesting purposes under the AVA Plan for the 1995 computation period.

The nonforfeitable percentage in the Dresser Plans of any AVA Plan Participant who had completed at least three years of service as of June 1, 1995 shall not be less that the percentage determined in accordance with foregoing schedule if application of such schedule would result in a greater nonforfeitable percentage than would otherwise be applicable under the Dresser Plans.

7. Distribution and withdrawal provisions of the Dresser Plan to the contrary notwithstanding, this Item 7 shall govern as to distributions and withdrawals from the Dresser Plans by the AVA Plan Participants:

(a) In addition to the other benefit forms available pursuant to the Dresser Plans upon termination of employment, an AVA Plan Participant may elect to have his AVA Plan Account distributed in the form of a lump sum, in the form of equal monthly, quarterly or

annual installments over a fixed number of years not to exceed his life expectancy or the joint life and last survivor expectancy of him and his beneficiary, or any combination thereof.

(b) In addition to the other in service withdrawal rights available pursuant to the Dresser Plans, an AVA Plan Participant who has attained the age of fifty-nine and one-half (59 1/2) may at any time withdraw any portion of the then value of his AVA Plan Account which is attributable to "deferred contributions" and qualified matching and non-elective contributions made by AVA to the AVA Plan.

(c) This Item 7 is intended to preserve with respect to the account balances transferred to the Dresser Plans from the AVA Plan all forms of benefits required to be preserved pursuant to section 411 of the Code and Treasury Regulations promulgated thereunder and is to be interpreted and construed to effectuate such purpose. To the extent that any form of benefit provided with respect to the AVA Plan Accounts pursuant to this Item 7 is generally available under the Dresser Plans, an AVA Plan Participant shall not have a separate benefit form election with respect to his AVA Plan Account by virtue of this Item 7.

8. For purposes of this instrument, capitalized terms shall have the meanings ascribed to them in the Dresser Plans or the AVA Plan, as applicable, unless otherwise defined herein.

9. As amended hereby, the Dresser Plans are specifically ratified and reaffirmed.