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                                                                   Exhibit 10.38


                      FISHER SCIENTIFIC INTERNATIONAL INC.
                                 RETIREMENT PLAN

                (Amended and Restated Effective January 1, 1999)

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
INTRODUCTION...............................................................................................       1

ARTICLE 1.      DEFINITIONS................................................................................       3
         1.1.   "Accrued Benefit"..........................................................................       3
         1.2.   "Accumulation Account".....................................................................       3
         1.3.   "Act"......................................................................................       3
         1.4.   "Actuarial Equivalent,"....................................................................       3
         1.5.   "Administrative and Investment Committee" or "Committee"...................................       4
         1.6.   "Affiliate"................................................................................       4
         1.7.   "Annuity Starting Date"....................................................................       4
         1.8.   "Authorized Leave of Absence"..............................................................       4
         1.9.   "Beneficiary"..............................................................................       5
         1.10.  "Board of Directors".......................................................................       5
         1.11.  "Cash Balance Account".....................................................................       5
         1.12.  "Code".....................................................................................       5
         1.13.  "Company"..................................................................................       5
         1.14.  "Compensation".............................................................................       5
         1.15.  "Credited Interest.".......................................................................       6
         1.16.  "Early Retirement Date"....................................................................       7
         1.17.  "Eligible Employee"........................................................................       7
         1.18.  "Eligibility Service"......................................................................       7
         1.19.  "Employee".................................................................................       8
         1.20.  "Fisher"...................................................................................       9
         1.21.  "Hour of Service"..........................................................................       9
         1.22.  "Normal Retirement Age"....................................................................      10
         1.23.  "Normal Retirement Date"...................................................................      10
         1.24.  "Participant"..............................................................................      10
         1.25.  "PBGC".....................................................................................      10
         1.26.  "Plan".....................................................................................      10
         1.27.  "Plan Year"................................................................................      10
         1.28.  "Prior Plan Accrued Benefit"...............................................................      11
         1.29.  "Qualified Joint and Survivor Annuity".....................................................      11
         1.30.  "Qualified Preretirement Survivor Annuity".................................................      11
         1.31.  "Service"..................................................................................      12
         1.32.  "Severance of Service".....................................................................      12
         1.33.  "Single Life Annuity"......................................................................      14
         1.34.  "Spouse" or "Surviving Spouse".............................................................      14
         1.35.  "Totally and Permanently Disabled".........................................................      14
         1.36.  "Trust"....................................................................................      15
</TABLE>

                                      (i)

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<TABLE>
<S>                                                                                                              <C>
         1.37.  "Year of Service"..........................................................................      15

ARTICLE 2.      ELIGIBILITY AND PARTICIPATION..............................................................      16
         2.1.   Time of Participation......................................................................      16
         2.2.   Change in Status...........................................................................      16

ARTICLE 3.      CONTRIBUTIONS..............................................................................      18
         3.1.   Company Contributions......................................................................      18
         3.2.   Employee Contributions and Rollovers.......................................................      18

ARTICLE 4.      CASH BALANCE ACCOUNT.......................................................................      19
         4.1.   Cash Balance Account.......................................................................      19
         4.2.   Opening Balance............................................................................      19
         4.3.   Contribution Credits.......................................................................      21
         4.4.   Interest Credits...........................................................................      21
         4.5.   Disability Credits.........................................................................      21

ARTICLE 5.      PAYMENT OF BENEFITS........................................................................      23
         5.1.   Normal Retirement Benefit..................................................................      23
         5.2.   Early Retirement Benefit...................................................................      23
         5.3.   Termination of Employment..................................................................      23
         5.4.   Payment to Participant who is Totally and Permanently Disabled.............................      24
         5.5.   Vesting....................................................................................      24
         5.6.   Nonforfeitability..........................................................................      24
         5.7.   Reemployment...............................................................................      25

ARTICLE 6.      DEATH BENEFITS.............................................................................      27
         6.1.   Death Prior to Normal Retirement Date and Prior to Benefit Commencement....................      27
         6.2.   Death After Benefit Commencement...........................................................      28
         6.3.   Payment of Death Benefits..................................................................      28
         6.4.   Designation of Beneficiary.................................................................      28

ARTICLE 7.      MANNER OF FORM OF BENEFIT PAYMENTS.........................................................      30
         7.1.   Manner of Payment..........................................................................      30
         7.2.   Qualified Joint and Survivor Annuity.......................................................      30
         7.3.   Waiver of Qualified Joint and Survivor Annuity.............................................      31
         7.4.   Alternate Form of Payment..................................................................      32
         7.5.   Small Benefit Payments.....................................................................      33
         7.6.   Direct Rollovers...........................................................................      33
         7.7.   Timing of Payment..........................................................................      35
</TABLE>

                                      (ii)

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<TABLE>
<S>                                                                                                              <C>
         7.8.   Forfeiture of Nonvested Portion of Accrued Benefit.........................................      35
         7.9.   Required Distribution Rules................................................................      35
         7.10.  Minimum Distribution Rules.................................................................      36
         7.11.  Refund of Accumulation Account.............................................................      37
         7.12.  Actuarial Equivalency of Alternate Form of Payment.........................................      37
         7.13.  Qualified Domestic Relations Order Payments................................................      38

ARTICLE 8.      PLAN ADMINISTRATION........................................................................      39
         8.1.   Establishment of the Administrative and Investment Committee...............................      39
         8.2.   Powers of the Administrative and Investment Committee......................................      39
         8.3.   Duties of the Administrative and Investment Committee......................................      42
         8.4.   Actions by the Committee or a Subcommittee.................................................      42
         8.5.   Actuarial Tables and Studies...............................................................      43
         8.6.   Action Taken in Good Faith.................................................................      43
         8.7.   Indemnification............................................................................      44
         8.8.   Benefit Application and Claims Procedure...................................................      44
         8.9.   Responsibilities of Named Fiduciaries Other than the Committee.............................      45
         8.10.  Allocation of Responsibilities.............................................................      46
         8.11.  Designation of Persons to Carry Out Responsibilities of Named Fiduciaries..................      46

ARTICLE 9.      FUNDING....................................................................................      47
         9.1.   Trust......................................................................................      47
         9.2.   Funding Policy and Method..................................................................      47
         9.3.   Change of Funding Medium...................................................................      47

ARTICLE 10.     PLAN AMENDMENT OR TERMINATION..............................................................      48
         10.1.  Amendment of Plan..........................................................................      48
         10.2.  Termination From Plan by a Company.........................................................      49
         10.3.  Vesting Upon Termination...................................................................      49
         10.4.  Distributions by Trustee...................................................................      50
         10.5.  Merger.....................................................................................      52
         10.6.  Protected Accrued Benefits.................................................................      52
         10.7.  Company Acquisitions.......................................................................      53
         10.8.  Pre-termination Restrictions...............................................................      53

ARTICLE 11.     ADOPTION OF PLAN BY AFFILIATES.............................................................      55

ARTICLE 12.     MISCELLANEOUS..............................................................................      56
         12.1.  Limitation of Assignment...................................................................      56
         12.2.  Legally Incompetent Distributee............................................................      56
</TABLE>

                                      (iii)

<PAGE>

<TABLE>
<S>                                                                                                              <C>
         12.3.  Unclaimed Payments.........................................................................      57
         12.4.  Notification of Addresses..................................................................      57
         12.5.  Notice of Proceedings and Effect of Judgment...............................................      57
         12.6.  Severability...............................................................................      57
         12.7.  Prohibition Against Diversion..............................................................      58
         12.8.  Limitation of Rights.......................................................................      58
         12.9.  Controlling Law............................................................................      58
         12.10. Mistake of Fact............................................................................      58
         12.11. Payment of Expenses........................................................................      59
         12.12. Errors in Payment..........................................................................      59
         12.13. USERRA and Code Section 414(u) Compliance..................................................      59

ARTICLE 13.     TOP-HEAVY PROVISIONS.......................................................................      60
         13.1.  Effective Date.............................................................................      60
         13.2.  Definitions................................................................................      60
         13.3.  Top-Heavy Plan.............................................................................      63
         13.4.  Required Minimum Benefit...................................................................      64
         13.5.  Top-Heavy Vesting..........................................................................      65
         13.6.  Coordination with Code Section 415.........................................................      65

ARTICLE 14.     MAXIMUM BENEFITS...........................................................................      67
         14.1.  General Rule...............................................................................      67
         14.2.  Reduction for Less than Ten Years of Participation of
                Employment.................................................................................      67
         14.3.  Adjustment if the Annual Benefit Commences Before or After
                Social Security Retirement Age.............................................................      67
         14.4.  Special Rules..............................................................................      69
         14.5.  Definitions................................................................................      70

ARTICLE 15.     SCHEDULES..................................................................................      74
         15.1.  Purpose....................................................................................      74

Schedule A

         Part I............................................................................................       1
         Part II...........................................................................................      32
         Part III..........................................................................................      57
</TABLE>

SCHEDULE B

SCHEDULE C

SCHEDULE D

                                      (iv)

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SCHEDULE E

SCHEDULE F

SCHEDULE G

SCHEDULE H

SCHEDULE I

                                      (v)

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                                  INTRODUCTION

      Fisher Scientific International Inc. ("Fisher") established the Fisher
Scientific International Inc. Retirement Plan, effective April 1, 1987 to
provide eligible employees with retirement benefits. That plan was amended and
restated effective January 1, 1994 and is referred to in this plan document as
the "Fisher Component." Effective July 31, 1995, the Fisher Hamilton Scientific
Inc. Employees' Retirement Plan was merged into the Fisher Scientific
International Inc. Retirement Plan and is referred to as the "Fisher Hamilton
Component." Effective December 31, 1996, the Curtin Matheson Scientific Pension
Plan was also merged into the Fisher Scientific International Inc. Retirement
Plan and is referred to as the "Clinical Division Component."

      The Fisher Scientific International Inc. Retirement Plan was last amended
and restated in its entirety effective July 1, 1997, to convert certain benefits
from traditional benefits to cash balance pension benefits, and to conform, as
necessary, to changes in the law. The Plan has now been again amended and
restated effective January 1, 1999 (except where a different effective date
applies) to reflect the changes required by law.

      The portion of the plan, which includes the Fisher Component, the Fisher
Hamilton Component and the Clinical Division Component, as such components have
been amended from time to time is referred to as the "Traditional Defined
Benefit Plan" (the operative provisions of which are attached as Schedule A).
This entire document including Schedules A, B, C and D is referred to herein as
the "Plan." The document (without regard to Schedule) A is referred to as the
"Cash Balance Plan." The rights and benefits of each person covered by the Plan
who

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participates pursuant to a collective bargaining agreement between Fisher or a
Company and a union shall be determined in accordance with the terms of the
Traditional Defined Benefit Plan unless such persons are covered under the Cash
Balance Plan in accordance with a collective bargaining agreement.

      The rights and benefits of each person covered by the Plan who retired
prior to January 1, 1999 shall be determined in accordance with the terms of the
Plan then in effect. The rights and benefits of each person covered by the Plan
whose employment otherwise terminated and who ceased receiving severance or
separation pay prior to January 1, 1999, shall be determined in accordance with
the terms of the Plan then in effect. The rights and benefits of a person who
retires on or after January 1, 1999, or a person whose employment otherwise
terminates or whose severance or separation pay ends on or after January 1,
1999, shall be determined in accordance with the Plan as it has been amended and
restated.

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                                   ARTICLE 1.
                                   DEFINITIONS

      1.1. "ACCRUED BENEFIT" means the monthly retirement benefit which a
Participant has earned on any given date, payable in accordance with Article 5.

      Unless otherwise provided under the Plan, each Participant's Accrued
Benefit under this Plan will be the greater of the Accrued Benefit determined
under (i) or (ii) below:

      (i)   the Participant's Prior Plan Accrued Benefit, or

      (ii)  the monthly retirement benefit payable as a single life annuity
            which is determined by dividing the Participant's Cash Balance
            Account by a deferred to age 65 single life annuity factor using the
            actuarial assumptions in Section 1.4.

      1.2. "ACCUMULATION ACCOUNT" means, at any time, the aggregate of all
Participant contributions made under the Prior Plan and Credited Interest
thereon.

      1.3. "ACT" means the Employee Retirement Income Security Act of 1974, as
amended.

      1.4. "ACTUARIAL EQUIVALENT," in converting a Participant's Cash Balance
Account to a Single Life Annuity under Articles 5, 6 and 7, or in determining a
Participant's opening Cash Balance Account under Section 4.2, means a benefit of
equal value determined on the basis of the 1983 Group Annuity Mortality Table,
weighted fifty percent male and fifty percent female or such other mortality
assumption as constitutes the "applicable mortality table" under Treasury
Regulation for section 417(e) of the Code and all interest rate based on the
average interest rate on 30-year Treasury notes during the November preceding
the year for which actuarial equivalence is determined. In determining the
amount of a benefit payable in the form of a lump

                                       3

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sum, the Actuarial Equivalent shall be equal to the value of the Participant's
Cash Balance Account as of the date of distribution.

      1.5. "ADMINISTRATIVE AND INVESTMENT COMMITTEE" OR "COMMITTEE" means the
Fisher Administrative and Investment Committee which shall consist of not less
than three (effective for periods commencing on or after January 1, 2000, two)
nor more than seven persons appointed from time to time by the Board of
Directors to serve at its pleasure.

      1.6. "AFFILIATE" means (a) any corporation which is a member of the same
controlled group of corporations (within the meaning of section 414(b) of the
Code) with Fisher, (b) any other trade or business (whether or not incorporated)
under common control (within the meaning of section 414(c) of the Code) with
Fisher, (c) any other corporation, partnership or other organization which is a
member of an affiliated service group (within the meaning of section 414(m) of
the Code) with Fisher, and (d) any other entity required to be aggregated with
Fisher pursuant to regulations under section 414(o) of the Code.

      1.7. "ANNUITY STARTING DATE" means the first day of the first period for
which an amount is paid or due to be paid under the Plan.

      1.8. "AUTHORIZED LEAVE OF ABSENCE" means an Employee's absence from
employment under the Company's standard personnel practices, and shall not
result in a termination or employment unless the Employee dies or fails to
return to work on or before expiration of the leave, in which case the
termination shall occur on the date or death or the last day of the authorized
leave. An Authorized Leave of Absence shall not exceed twelve consecutive
months; provided, however, that military service may be authorized for a longer

                                       4

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period if the Employee returns to work within the period of his or her legally
protected reemployment rights.

      1.9. "BENEFICIARY" means the person (or persons) designated by a
Participant in accordance with Section 6.4 who is (are) entitled to receive
benefits that are payable upon or after the Participant's death.

      1.10. "BOARD OF DIRECTORS" means the Board of Directors of Fisher.

      1.11. "CASH BALANCE ACCOUNT" means the dollar amount on any given date
determined in accordance with Article 4.

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

      1.13. "COMPANY" means Fisher, its predecessors and any Affiliate or other
entity which has adopted the Plan or is otherwise covered hereunder.

      1.14. "COMPENSATION" means for a calendar month the amount paid to a
Participant by a Company during the month for wages, salaries, and other amounts
received in the course of employment with the Company to the extent that the
amounts are includible in gross income (including, but not limited to
commissions paid to salesmen, compensation for services on the basis of a
percentage of profits, bonuses, incentive payments, overtime, shift
differential, severance pay and salary continuation beyond termination of
employment). Compensation does not include deferred compensation, stock options,
reimbursements or other expense allowances, fringe benefits (cash and non-cash),
moving expenses, deferred compensation or welfare benefits (whether or not
includible in gross income). For all purposes under the Plan, Compensation shall
include any amount contributed by a Company on behalf of a Participant pursuant
to a salary reduction agreement which is not includible in the gross income of
the Participant under sections

                                       5

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125, 401(k), 402(e)(3) or 402(h) of the Code and effective for Plan Years
commencing on or after January 1, 2001, section 132(f) of the Code.

      Compensation shall be limited to $160,000 annually and shall be adjusted
for increases in the cost of living in accordance with section 401(a)(17)(B) of
the Code (the "Section 401(a)(17) limit"). Compensation on a monthly basis for
purposes of Section 4.3 shall not exceed the lesser of (i) the amount received
by the Participant or (ii) 1/12 of the section 401(a)(17) limit ($13,333.33).
Notwithstanding the foregoing, Compensation on a monthly basis shall be adjusted
by increasing the amount of Compensation taken into account for purposes of
Section 4.3 by the aggregate amount not taken into account during the Plan Year
because of the application of the section 401(a)(17) limit described in the
preceding sentence during preceding months. If the Compensation of a Participant
for a calendar month is less than the monthly section 401(a)(17) limit, the
difference between the Participant's Compensation and such monthly limit may be
carried forward and used to increase the limit for any future month, until the
$160,000 annual limit is reached. If a Participant's employment terminates prior
to the end of a Plan Year, any Compensation credited to the Participant excess
of the aggregate monthly limit in effect for the month in which his/her
termination occurs (or if later, the month in which his/her last payment of
severance or separation pay is made) shall not be taken into account for
purposes of the Plan.

      1.15. "CREDITED INTEREST." The term "Credited Interest," with respect to
the contributions of a Participant after January 1, 1975 and prior to January 1,
1988, means interest at the rate of five percent (5%) per annum, compounded
annually, computed from the end of the Plan Year in which such contributions
were made to the earliest of:

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      (a)   the first day of' the month in which a refund of the Accumulation
            Account is made pursuant to Section 7.11;

      (b)   the first day of the month in which the Participant's death occurs;
            or

      (c)   the date the benefits under the Plan commence to be paid.

With respect to Participant contributions made after December 31, 1987,
"Credited Interest" shall be determined at the rate provided in section
41l(c)(2)(C)(iii) of the Code. With respect to contributions made prior to
January 1, 1975, the interest rates set forth in the prior plan as then in
effect shall be applicable until such date.

      1.16. "EARLY RETIREMENT DATE" means the first day of the month coincident
with or next following the date on which a Participant terminates employment
after attaining age 55.

      1.17. "ELIGIBLE EMPLOYEE" means any Employee of a Company other than an
Employee who is (a) covered by a collective bargaining agreement between a union
and a Company, provided that retirement benefits were the subject of good faith
bargaining, (b) a leased employee within the meaning of section 414(n)(2) of the
Code, or (c) an Employee who is eligible to participate in the Fisher Scientific
International Inc. Executive Retirement and Savings Plan, amended and restated
effective June 23, 1997. Notwithstanding the foregoing, an Employee who is
covered by a collective bargaining agreement between a union and a Company may
be an Eligible Employee in accordance with the provisions of Schedule B.

      1.18. "ELIGIBILITY SERVICE" means the earlier of the completion by an
Employee of:

      (a)   500 Hours of Service during the consecutive 6 month period of
            employment measured from the date the Employee first performs an
            Hour of Service, or

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      (b)   at least 1,000 Hours of Service in the twelve-month period beginning
            on the date on which the Employee first performs an Hour of Service
            upon his other employment or reemployment with a Company.

If an Employee fails to meet the requirement in (b) above, the Plan Year,
beginning with the Plan Year that starts in the initial twelve-month eligibility
period, shall be used as the subsequent twelve-month measuring period.

Notwithstanding anything in the Plan to the contrary, for purposes of
determining the eligibility of an Employee who is absent from work for maternity
or paternity reasons as defined in Section 1.33(c), Hours of Service which
normally would have been credited but for such absence (or eight Hours of
Service per day if the Committee is unable to determine the Hours of Service
which normally would have been credited) shall be credited to the Plan Year in
which such absence begins, if necessary to satisfy the eligibility requirements
under Section 2.1 in such Plan Year. In all other cases the Hours of Service
shall be credited to the following Plan Year. The total Hours of Service
required to be credited for a maternity or paternity leave of absence shall not
exceed 501 hours. As a condition of the Employee being credited with Hours of
Service pursuant to this paragraph, the Committee may require that the Employee
timely furnish such information as is reasonably necessary to establish that the
absence from work was one qualifying as a maternity or paternity leave of
absence and the number of days attributable to such absence.

      1.19. "EMPLOYEE" means any person who is (a) employed by a Company for
purposes of the Federal Insurance Contributions Act, or (b) a leased employee
within the meaning of section 414(n)(2) of the Code with respect to a Company
who is not covered by a money

                                       8

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purchase pension plan maintained by the leasing organization that satisfies
section 414(n)(5) of the Code. An independent contractor shall not be treated as
an Employee for purposes of this Plan without regard to recharacterization of
such individual as an employee for wage tax purposes by the Internal Revenue
Service.

      1.20. "FISHER" means Fisher Scientific International Inc.

      1.21. "HOUR OF SERVICE" means:

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

      (b)   Each hour for which an Employee is paid, or entitled to payment, by
            a 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, or leave of absence. Such person
            shall not be considered to have terminated employment under this
            subsection (b) unless the person fails to return to the employ of
            the Company at or prior to the expiration date of the person's
            absence hereunder, in which case the person shall be deemed to have
            terminated employment as of the date of commencement of such
            absence;

      (c)   Each hour for which back pay, irrespective of mitigation of damages,
            is either awarded or agreed to by a Company. These hours shall be
            credited to the Employee for the computation period or periods to
            which the award or agreement

                                       9

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            pertains rather than the computation period in which the award,
            agreement or payment is made; and

      (d)   Each hour during which an Employee is in qualified military service
            (as defined in section 414(u)(5) of the Code) as long as the
            Employee returns to the employment of the Company within the time
            specified by law.

      (e)   An Hour of Service credited under Subsection (a) or (b) above will
            not be credited under subsection (c) or (d).

      (f)   Hours under this section shall be calculated and credited pursuant
            to Section 2530.200b-2 of the Department of Labor regulations which
            are incorporated herein by reference.

      (g)   An Hour of Service with an affiliate that has not adopted the Plan
            is treated as an Hour of Service with a Company for vesting purposes
            and for purposes of meeting the eligibility service requirement.

      1.22. "NORMAL RETIREMENT AGE" means age 65.

      1.23. "NORMAL RETIREMENT DATE" means the first day of the month coincident
with or next following the attainment of Normal Retirement Age.

      1.24. "PARTICIPANT" means any Employee who has become a Participant in the
Plan for so long as his or her vested Accrued Benefit has not been fully
distributed from the Plan.

      1.25. "PBGC" means the Pension Benefit Guaranty Corporation.

      1.26. "PLAN" means this plan document including Schedules A, B, C and D.

      1.27. "PLAN YEAR" means the calendar year.

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<PAGE>

      1.28. "PRIOR PLAN ACCRUED BENEFIT" means the Participant's Accrued Benefit
determined under the Plan as of June 30, 1997, provided that in the case of a
Participant who participates pursuant to a collective bargaining agreement, such
Prior Plan Accrued Benefit shall be determined under the Schedule as of the date
immediately preceding the date such Participant became an Eligible Employee for
the Cash Balance Plan.

      1.29. "QUALIFIED JOINT AND SURVIVOR ANNUITY" means an annuity payable in
monthly installments for the life of a Participant with a survivor annuity for
the life of his or her Spouse which is fifty percent (50%) of the amount of the
annuity payable during the joint lives of the Participant and Spouse, and which
has the same actuarial value as a Single Life Annuity payable for the life of
the Participant only.

      1.30. "QUALIFIED PRERETIREMENT SURVIVOR ANNUITY" means a Single Life
Annuity for the life of the Participant's Surviving Spouse which is equal to the
greater of:

      (a)   fifty percent (50%) of the benefit that would have been payable to
            the Participant under the Qualified Joint and Survivor Annuity if:

            (i)   in the case of a Participant who dies after the date on which
                  the Participant attained the earliest retirement age under the
                  Plan, the Participant had retired with an immediate Qualified
                  Joint and Survivor Annuity on the day before his or her date
                  of death, or

            (ii)  in the case of a Participant who dies on or before the date
                  the Participant would have attained the earliest retirement
                  age under the Plan, the Participant had:

                  (A)   separated from service on his or her date of death,

                  (B)   survived to the earliest retirement age under the Plan,

                  (C)   retired with an immediate Qualified Joint and Survivor
                        Annuity at the earliest retirement age, and

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<PAGE>

                  (D)   died on the day after the day on which fie or she would
                        have attained the earliest retirement age, or

      (b)   the Single Life Annuity based on the Surviving Spouse's life that is
            the Actuarial Equivalent of the Participant's Cash Balance Account.

      In the case of a Participant who separated from service before his or her
death with a deferred vested benefit, subsection (a)(i) above shall not apply.

      1.31. "SERVICE" means an Employee's years of employment with a Company or
an Affiliate beginning when the Employee first performs an Hour of Service and
terminating when a Severance of Service occurs, subject to the following:

      (a)   If an Employee has a Severance of Service because of quit, discharge
            or retirement and then performs an Hour of Service within twelve
            (12) months of the Severance of Service date, he or she shall
            receive Service for the period of severance.

      (b)   An Employee who has a Severance of Service because of quit,
            discharge or retirement during an Authorized Leave of Absence, and
            who performs an Hour of Service within (12) months from the date the
            leave of absence began, shall receive service credit for the period
            of the absence. If an Employee is absent for 12 full months, no
            service credit is given for the period of the absence, except as
            required by Section 12.13.

      1.32. "SEVERANCE OF SERVICE" means on the earlier of:

      (a)   the date on which the Employee quits, retires, is discharged or
            dies;

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<PAGE>

      (b)   the date on which the Employee fails to return to the service of the
            Company at the expiration of an Authorized Leave of Absence in
            excess of twelve (12) months or recovery from Total and Permanent
            Disability which lasted in excess of six (6) months; or

      (c)   the first anniversary of the first date of a period in which the
            Employee remains absent from service with the Company (with or
            without pay) for any reason other than quit, retirement, discharge,
            death, Authorized Leave of Absence or Total and Permanent Disability
            (such as vacation, holiday, sickness, unauthorized leave of absence
            or layoff).

      Severance of Service shall not occur and credit for vesting purposes shall
be given for the following:

      (a)   a period of service with the Armed Forces of the United States of
            America, if an Employee who left active service with the Company to
            enter and did directly enter such Armed Forces, returned to active
            employment within the time and under the conditions which entitle
            him/her to reemployment rights under the laws of the United States
            of America.

      (b)   transfer directly from the employment of one Company to another
            Company. Transfer of an Employee in this Plan to service with an
            Affiliate which has not adopted this Plan will not be considered a
            Severance of Service and will cause such service to be included as
            Service in this Plan. However, such aforesaid service will only be
            credited for vesting purposes and not for benefit purposes under
            this Plan.

                                      13

<PAGE>

      (c)   the period ending on the second anniversary of any absence from work
            by reason of the pregnancy of the Employee, by reason of the birth
            of a child of the Employee, by reason of 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 a period
            immediately following such birth or placement; provided, however,
            that the period between the first and second anniversaries of the
            first day of any such absence shall not count as Service and no
            credit will be given for such period for vesting purposes.

      (d)   a period during which the Participant is receiving severance pay or
            salary continuation beyond termination of employment.

      1.33. "SINGLE LIFE ANNUITY" means an annuity which provides monthly
retirement benefits to an individual for lifetime with all benefits ceasing when
the individual dies.

      1.34. "SPOUSE" or "SURVIVING SPOUSE" means the spouse or surviving spouse
of the Participant, 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 Code Section 414(p).

      1.35. "TOTALLY AND PERMANENTLY DISABLED" means having a disability which
qualifies the Participant for Social Security disability benefits or Company
sponsored long-term disability benefits ("LTD"). A Participant shall be Totally
and Permanently Disabled only so long as he or she continues to qualify for
Social Security disability benefits or LTD benefits. To be Totally and
Permanently Disabled, the disability must arise when the Participant is employed
by a Company.

                                      14

<PAGE>

      1.36. "TRUST" means the trust fund established to hold the assets of the
Plan.

      1.37. "YEAR OF SERVICE" means a twelve-month period of Service with a
Company. Notwithstanding any provision in the Plan to the contrary, Years of
Service shall not include employment otherwise disregarded under the Plan.

                                      15

<PAGE>

                                   ARTICLE 2.
                          ELIGIBILITY AND PARTICIPATION

      2.1. TIME OF PARTICIPATION.

      (a)   INITIAL ELIGIBILITY. An Eligible Employee becomes a Participant in
            the Plan as of the first of the month coinciding with or immediately
            following completion of Eligibility Service.

      (b)   ELIGIBILITY OF REHIRED EMPLOYEE.

            (i)   A former Participant who is reemployed by a Company becomes a
                  Participant on the date of reemployment as an Eligible
                  Employee, except that a former Participant who had no vested
                  interest when employment terminated and who is reemployed more
                  than five years after a Severance of Service must requalify
                  for participation in the Plan under subsection (a) above.

            (ii)  A former Employee who terminated employment with a Company
                  before becoming a Participant must satisfy the requirement of
                  paragraph (a) above follow reemployment if such Employee
                  returns to employment more than twelve months following a
                  Severance of Service.

      2.2. CHANGE IN STATUS. If a Participant no longer meets the definition of
an Eligible Employee, such Participant is no longer eligible for contributions
under Article 3 effective as of the time of such change in status. If any such
Employee again becomes an Eligible Employee, active participation in the Plan
commences effective as of the time of the change in status. A change in status
includes, but is not limited to, transfer to or from an Affiliate which is not

                                      16

<PAGE>

participating in this Plan or becoming a member of a collective bargaining unit
whose members do not participate in the Plan.

                                      17

<PAGE>

                                   ARTICLE 3.
                                  CONTRIBUTIONS

      3.1. COMPANY CONTRIBUTIONS. The Board of Directors shall determine, based
on actuarial advice and the minimum funding requirements of the Act, what
amounts are required to fund benefits accruing under the Plan, and the Company
shall (conditional upon deductibility under the Code) pay such amounts to the
Trust. In no event shall the Company contribution be less than the amount
required under the minimum funding requirements of the Act, unless a waiver of
such requirements is obtained by the Company. If the Company obtains a waiver of
minimum funding requirements, no contribution shall be required and the Company
shall not be obligated for such contribution or for damages in any manner to
Employees, Participants, Spouses or Beneficiaries, or this Plan, except as
required by the terms of the waiver.

      Actuarial valuations shall take into account, among other items, earnings
or losses on the assets and forfeitures arising from Severance of Service or any
other reason. Any such forfeitures shall be used to reduce Company contributions
otherwise payable and shall not be used to increase the benefits to which any
Participant or Beneficiary otherwise would be entitled.

      3.2. EMPLOYEE CONTRIBUTIONS AND ROLLOVERS. Participants are not required
or permitted to make contributions to the Plan or to make tax-free rollovers or
trustee-to-trustee transfers from another qualified plan.

                                      18

<PAGE>

                                   ARTICLE 4.
                              CASH BALANCE ACCOUNT

      4.1. CASH BALANCE ACCOUNT. A Cash Balance Account shall be maintained for
each Participant who is an Eligible Employee or who is a former Employee
receiving salary continuation beyond termination of employment on or after July
1, 1997. The Cash Balance Account is a value used to determine the amount of
retirement or survivor benefits payable under Articles 5, 6 and 7. The
Participant shall have no actual individual account, and shall have no claim to
any particular assets of the Plan. Notwithstanding the foregoing, a Participant
who is covered by the Plan pursuant to a collective bargaining agreement shall
have his or her benefits determined under the provisions contained in Schedule A
and not by the provisions of this Article and any related Article, until such
time as the collective bargaining agreement specifies that the Participant's
benefits are determined on the basis of the Cash Balance Plan.

      4.2. OPENING BALANCE. An amount shall be credited to the Cash Balance
Account of a Participant who is an Eligible Employee or who is a former Employee
receiving salary continuation beyond termination of employment on July 1, 1997.
The amount credited to each such Participant's Cash Balance Account shall be
determined by the Plan's actuary and shall be the Actuarial Equivalent of the
Participant's Accrued Benefit on June 30, 1997, multiplied by the factor from
the following table that applies to that Participant based on the Participant's
coverage under the Fisher Component or the Clinical Division Component and his
or her age and years of participation in that plan. For any Participant covered
under both plans, the table providing the greater benefit shall be used.

                                      19

<PAGE>

                                FISHER COMPONENT

<TABLE>
<CAPTION>
                                    AGE ON JUNE 30, 1997
                                           50 but
        Age Plus                Younger    younger    55 and
 Years of Participation         than 50    than 55    older
 ----------------------         -------    -------    -----
<S>                             <C>        <C>        <C>
Under 60                           1         2         2.25
At least 60 but less than 65       1         1.4       2.25
At least 65 but less than 70       1         1.2       1.8
At least 70 but less than 75       1         1         1.55
At least 75 but less than 80       1         1         1.45
At least 80 but less than 85       1         1         1.4
At least 85 but less than 90       1         1         1.35
90 or more                         1         1         1.3
</TABLE>

                          CLINICAL DIVISION COMPONENT

<TABLE>
<CAPTION>
                                    AGE ON JUNE 30, 1997
                                           50 but
        Age Plus                Younger    younger    55 and
 Years of Participation         than 50    than 55    older
 ----------------------         -------    -------    -----
<S>                             <C>        <C>        <C>
Under 60                           1         1.7       2.25
At least 60 but less than 65       1         1.1       2.25
At least 65 but less than 70       1         1         1.85
At least 70 but less than 75       1         1         1.6
At least 75 but less than 80       1         1         1.5
At least 80 but less than 85       1         1         1.45
At least 85 but less than 90       1         1         1.4
90 or more                         1         1         1.35
</TABLE>

For purposes of the above tables, a Year of Participation shall mean a full Plan
Year of participation with no rounding for partial years. Year of Participation
means a Plan Year during which the Participant accrued a benefit under the Prior
Plan.

An amount shall be credited to the Cash Balance Account of a Participant who was
first employed by Curtin Matheson Scientific Inc. on or after January 1, 1996
but before July 1, 1996. The amount credited to each such Participant's Cash
Balance Account shall be determined by the Plan's actuary and shall be the
Actuarial Equivalent of the Accrued Benefit the Participant would

                                      20

<PAGE>

have had under the Clinical Division Component on July 1, 1997, as though that
Plan had remained in effect, multiplied by the factor from the Clinical Division
Component table above that applies to that Participant. Any such Participant,
however, shall have no Years of Participation for purposes of applying the
table.

      4.3. CONTRIBUTION CREDITS. Contribution Credits shall be credited to each
eligible Participant's Cash Balance Account. The Contribution Credits shall be
credited for each calendar month during which the Participant is an Employee or
is receiving severance or separation pay, except as provided in Section 5.3. The
Contribution Credits for a Participant shall equal 3.5% of the Participant's
Compensation.

      4.4. INTEREST CREDITS. Interest shall be credited to the Cash Balance
Account as of the last day of each calendar month. The interest credit shall be
equal to the balance of the Participant's account as of the close of the prior
calendar month multiplied by the Applicable Interest Rate. The Applicable
Interest Rate for a given month shall be the rate produced by compounding the
Daily Reference Interest Rate for the number of days in the month. The Daily
Reference Interest Rate means the rate (adjusted at the beginning of each Plan
Year) which when compounded on a daily basis for a 365-day period equals the
average of the 30-year Treasury note rate over the 12-month period ending during
November of the preceding Plan Year.

      4.5. DISABILITY CREDITS. Contribution Credits, as described in Section
4.3, shall be credited to the Cash Balance Account of a Participant who is
Totally and Permanently Disabled. Compensation for such Participant shall be
determined on the basis of the Participant's annual compensation for the Plan
Year prior to the Plan Year during which the Participant became Totally and
Permanently Disabled, prorated to a monthly amount based on the number of months

                                      21

<PAGE>

during which the Participant received compensation in the prior Plan Year.
Contribution Credits will cease under this section in the earlier of (a) the
date the Participant is no longer Totally and Permanently Disabled, (b) the date
the Participant can begin receiving unreduced Social Security retirement
benefits, or (c) the date the Participant receives a distribution pursuant to
Section 5.4.

                                      22

<PAGE>

                                   ARTICLE 5.
                               PAYMENT OF BENEFITS

      5.1. NORMAL RETIREMENT BENEFIT. Subject to the Provisions of Article 7, a
Participant who terminates employment on or after reaching Normal Retirement Age
shall be entitled to a monthly retirement benefit commencing on his Normal
Retirement Date (or later date) equal to his Accrued Benefit on that date.

      5.2. EARLY RETIREMENT BENEFIT. Notwithstanding Section 5.1, subject to the
provisions of Article 7, upon a Participant's Severance of Service after
attaining his or her Early Retirement Date but prior to the Normal Retirement
Date, the monthly retirement benefit payable to the Participant commencing prior
to the Normal Retirement Date shall be the greater of (a) or (b) where (a) is
the Accrued Benefit defined in Section 1.1(i) reduced in accordance with the
applicable provisions of the Prior Plan, and (b) is the monthly retirement
benefit payable at time of commencement which is the Actuarial Equivalent of the
Participant's Cash Balance Account.

      5.3. TERMINATION OF EMPLOYMENT. Subject to the provisions of Article 7,
upon a Participant's Severance of Service prior to attaining his or her Early
Retirement Date, the Participant shall be entitled to receive his or her Accrued
Benefit payable at the Normal Retirement Date. For commencement of benefits on
or after age 55 but before the Normal Retirement Date, the monthly retirement
benefit shall be the greater of (a) or (b), where (a) is the Accrued Benefit
defined in Section 1.1(i) reduced in accordance with the applicable provisions
of the Prior Plan, and (b) is the monthly retirement benefit payable at time of
commencement which is the Actuarial Equivalent of the Participant's Cash Balance
Account. For commencement of benefits prior to age 55, the monthly benefit shall
be the Actuarial Equivalent

                                      23

<PAGE>

of the Participant's Cash Balance Account. If a Participant elects to receive
his or her Accrued Benefit in any form under the Plan prior to the completion of
any and all severance or separation payments from the Company, such Participant
shall cease accruing benefits under Section 4.3.

      5.4. PAYMENT TO PARTICIPANT WHO IS TOTALLY AND PERMANENTLY DISABLED.
Notwithstanding anything in this Article 5 to the contrary, a Participant who is
Totally and Permanently Disabled has the right to elect to begin receiving
benefits at any time under Section 5.2 or 5.3, subject to the provisions of
Article 7. In such an event, the Totally and Permanently Disabled Participant
shall cease accruing benefits under Section 4.5 and shall be treated as a
Participant whose employment has terminated for all purposes of the Plan.

      5.5. VESTING. If a Participant terminates employment with the Company, his
vested interest in his Accrued Benefit shall be determined according to the
following schedule:

<TABLE>
<CAPTION>
Years of Service as of a
  Severance of Service        Vested Percentage
------------------------      -----------------
<S>                           <C>
            1                        20%
            2                        40%
            3                        60%
            4                        80%
        5 or more                   100%
</TABLE>

      The foregoing notwithstanding, a Participant shall always be 100% vested
in his or her Accrued Benefit if the Participant is employed by the Company upon
attaining Normal Retirement Age, at death or upon becoming Totally and
Permanently Disabled.

      5.6. NONFORFEITABILITY. Notwithstanding anything in the Plan to the
contrary, a Participant's right to his or her vested Accrued Benefit shall be
nonforfeitable. In the event that a Plan amendment directly or indirectly
changes the vesting schedule, the vested percentage of

                                      24

<PAGE>

each Participant in his or her Accrued Benefit accumulated to the date when the
amendment is adopted shall not be reduced as a result of the amendment. In
addition, any Participant who has completed at least three Years of Service may
irrevocably elect, by giving notice to the Committee within 60 days of receiving
notice of that amendment, to remain under the pre-amendment vesting schedule
with respect to all benefits accrued both before and after the amendment.

      5.7. REEMPLOYMENT.

      (a)   A former Participant who is reemployed by the Company, is eligible
            to participate in the Plan again as of his or her reemployment
            commencement date.

      (b)   If a former Participant is reemployed after receiving a lump sum
            distribution in accordance with Section 7.4 or 7.5, his or her
            Accrued Benefit shall be determined disregarding the Accrued Benefit
            with respect to which the lump sum distribution was made if the
            distribution is not repaid in accordance with subsection (c) below.

      (c)   If a former Participant who received a lump sum distribution in
            accordance with section 7.4 or 7.5 is reemployed, such Participant
            has the right to have his Cash Balance Account restored upon
            repayment to the Plan of the full amount of the distribution made to
            him or her plus interest, compounded annually from the date of
            distribution to the date of repayment at the rate of interest under
            section 411(c)(2)(C) of the Code. Such repayment must be made by the
            Participant within five years, measured from the date the
            Participant received the distribution.

                                      25

<PAGE>

      (d)   In the case of a deemed distribution as described in Section 7.8, no
            repayment is required, however, restoration is made only if the
            Participant is reemployed within five years measured from the date
            of the Participant's Severance of Service.

      (e)   If a terminated Participant has begun receiving benefits in a form
            other than a lump sum and is reemployed, benefit payments will cease
            and his or her Accrued Benefit will be adjusted to take into account
            the benefit payments that have been made.

                                      26

<PAGE>

                                   ARTICLE 6.
                                 DEATH BENEFITS

      6.1. DEATH PRIOR TO NORMAL RETIREMENT DATE AND PRIOR TO BENEFIT
COMMENCEMENT.

      (a)   Upon the death, prior to the commencement of benefits under the
            Plan, of a Participant who is vested in his Accrued Benefit and who
            is either (i) unmarried or (ii) married, but has designated a
            Beneficiary other than the Participant's Spouse to receive any death
            benefit payable under the Plan in accordance with the requirements
            of Section 7.3, a lump sum payment equal to the amount of the
            Participant's vested Cash Balance Account shall be payable to a
            Beneficiary designated by the deceased Participant. Payment of such
            benefit shall commence as soon as administratively practicable. If
            no Beneficiary has been designated by the Participant, a lump sum
            payment equal to the amount of the Participant's Cash Balance
            Account shall be payable to the Participant's estate.

      (b)   Upon the death, prior to the commencement of benefits under the
            Plan, of a married Participant, or married former Participant who is
            vested in his or her Accrued Benefit, whose Spouse has not properly
            waived the right to a death benefit, the Participant's Spouse shall
            be entitled to receive a Single Life Annuity payable monthly for the
            Spouse's life which is the greater of (i) the Actuarial Equivalent
            to the Participant's vested Cash Balance Account or (ii) the
            Qualified Preretirement Survivor Annuity based on the Prior Plan
            Accrued Benefit. The Spouse may elect to take a lump sum payment
            equal to the vested Cash Balance

                                      27

<PAGE>

            Account in lieu of the survivor annuity provided the Spouse executes
            a waiver upon the terms and conditions imposed by Section 7.3.

      6.2. DEATH AFTER BENEFIT COMMENCEMENT. Upon the death of a Participant
receiving benefit payments under the Plan, the terms of the provisions under
which such benefit payments were being made shall apply.

      6.3. PAYMENT OF DEATH BENEFITS. Distribution of any benefits payable under
this Section shall be paid in accordance with and subject to the provisions of
Articles 5 and 7. The Participant's entire interest under this Article 6 shall
be distributed by the December 31st of the calendar year containing the fifth
anniversary of the Participant's death except to the extent that distributions
are made in accordance with the (a) or (b) below:

      (a)   If any portion of the Participant's interest is payable to a
            designated Beneficiary, distributions may be made over the life of
            the designated Beneficiary payable as a Single Life Annuity, and
            such distributions shall begin on or before the December 31 of the
            calendar year immediately following the calendar year in which the
            Participant died; or

      (b)   If the designated Beneficiary is the Surviving Spouse, the date
            distributions are required to begin in accordance with (a) above
            shall not be earlier than the later of (i) December 31 of the
            calendar year immediately following the calendar year in which the
            Participant died, or (ii) December 31 of the calendar year in which
            the Participant would have attained age 65.

      6.4. DESIGNATION OF BENEFICIARY. Each Participant shall have the right to
designate (or change a previous designation of) a Beneficiary (and one or more
alternate Beneficiaries) to

                                      28

<PAGE>

receive any death benefit payable under the Plan, subject to the requirements of
Section 7.3 for married participants. Such designation shall be made in writing
on a form satisfactory to the Committee. If no beneficiary is designated by a
Participant, the amount otherwise payable to a beneficiary shall be payable to
the Participant's Spouse and if no Spouse, then to the Participant's estate.

                                      29

<PAGE>

                                   ARTICLE 7.
                       MANNER OF FORM OF BENEFIT PAYMENTS

      7.1. MANNER OF PAYMENT.

      (a)   The normal form of payment of a Participant's vested Accrued Benefit
            as of his or her Annuity Starting Date determined in accordance with
            Article 5 shall be a Single Life Annuity, if the Participant is
            unmarried on the date benefit payments commence. If the Participant
            is married on the date benefit payments commence, the normal form of
            payment shall be a Qualified Joint and Survivor Annuity which has
            the same actuarial value as the Single Life Annuity. Each
            Participant shall have the right to elect an alternate form of
            payment in accordance with Section 7.4 and to designate a
            Beneficiary in accordance with Section 7.5; however, if the
            Participant is married, such election must be made with the written
            consent of the Spouse in accordance with Section 7.3.

      (b)   The Committee shall notify the Participant in writing concerning the
            right to elect an optional form of benefit and to designate a
            Beneficiary. Such notification shall be made at least thirty (30)
            days prior to the Annuity Starting Date.

      (c)   Notwithstanding the foregoing, the Participant, with applicable
            spousal consent, may elect to waive the 30-day notice period prior
            to the Annuity Starting Date, if distribution commences more than
            seven days after such explanation is provided.

      7.2. QUALIFIED JOINT AND SURVIVOR ANNUITY. If a Participant is entitled to
a Qualified Joint and Survivor Annuity (a "QJSA") then (consistent with any
regulations of the Department of the Treasury), the Committee shall furnish to
the Participant a written explanation of

                                      30

<PAGE>

            (1)   the terms and conditions of the QJSA;

            (2)   the Participant's right to make, and the effect of, an
                  election not to receive the QJSA;

            (3)   the rights of the Participant's Spouse; and

            (4)   the right to make, and the effect of, a revocation of an
                  election pursuant to this Article.

      The Participant may elect, with applicable spousal consent, to waive the
requirement that the written explanation be provided at least 30 days before the
Annuity Starting Date if the distribution commences more than seven days after
the explanation is provided.

      7.3. WAIVER OF QUALIFIED JOINT AND SURVIVOR ANNUITY. If a Participant who
is entitled to a Qualified Joint and Survivor Annuity (a "QJSA") elects an
alternate form of payment pursuant to Section 7.4 and/or designates a
Beneficiary other than the Spouse of the Participant, he or she must provide the
Committee with a waiver of the QJSA and/or Qualified Preretirement Survivor
Annuity ("QPSA"). Any such waiver will not be effective unless:

      (a)   the Participant's Spouse consents in writing to the election;

      (b)   the election designates a specific Beneficiary, including any class
            of Beneficiaries or any contingent Beneficiaries, which may not be
            changed without spousal consent (or the Spouse expressly permits
            designations by the Participant without any further spousal
            consent);

      (c)   the Spouse's consent acknowledges the effect of the election; and

      (d)   the Spouse's consent is witnessed by a Plan representative or a
            notary public.

                                      31

<PAGE>

Additionally, a Participant's waiver of the QJSA or QPSA is not effective unless
the election designates a form of benefit payment which may not be changed
without spousal consent (or the Spouse expressly permits designations by the
Participant without any further spousal consent).

      Such spousal consent shall be irrevocable. Spousal consent shall not be
required if it is established to the satisfaction of the Committee that consent
may not be obtained because there is no Spouse, because the Spouse cannot be
located, or because of such other circumstances prescribed by regulations. A
Participant may revoke an election to waive payment in the form of a QJSA or
QPSA without spousal consent at any time during the Election Period specified in
this Section 7.3. "Election Period" shall mean, with respect to a Qualified
Joint and Survivor Annuity, the 90-day period ending on the Annuity Starting
Date.

      7.4. ALTERNATE FORM OF PAYMENT. In lieu of the normal form of payment
described in Section 7.1, a Participant may elect, subject to the requirements
of Section 7.3, a benefit payable in one of the following alternate forms which
shall have the same actuarial value as the Participant's Accrued Benefit:

      (a)   Lump Sum.

      (b)   Joint and 100% Survivor Annuity. A monthly benefit payable to the
            former Participant during his or her lifetime with the same payment
            amount payable to the Participant's Surviving Spouse for the
            Surviving Spouse's lifetime.

      (c)   Single Life Annuity. A monthly benefit payable to the former
            Participant during his or her, lifetime only.

      (d)   Single Life Annuity with 60 Guaranteed Monthly Payments.

                                      32

<PAGE>

      7.5. SMALL BENEFIT PAYMENTS. If the Actuarial Equivalent of the benefit
payable in the form of an immediate lump sum distribution is not, nor ever was,
in excess of $5,000, the Committee shall pay the Participant or the designated
Beneficiary (if the benefit payable is a death benefit) such amount in a lump
sum payment as soon as administratively practical, without the consent of the
Participant or his or her Spouse provided that with respect to distributions
occurring on or after October 17, 2000, such amount shall be determined without
taking into account its prior Actuarial Equivalent value. No payment will be
made under this section as long as a Participant is receiving Contribution
Credits under Section 4.3 on account of severance or separation pay.

      7.6. DIRECT ROLLOVERS.

      (a)   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 Committee, to have any portion of an eligible rollover
            distribution paid directly to an eligible retirement plan specified
            by the distributee in a direct rollover.

      (b)   Definitions:

            (1)   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)

                                      33

<PAGE>

                  of the distributee and the distributee's designated
                  beneficiary, or for a specified period of ten years or more;
                  any distribution to the extent such distribution is required
                  under section 401(a)(9) of the Code; the portion of any
                  distribution that is not includible in gross income
                  (determined without regard to the exclusion for net unrealized
                  appreciation with respect to employer securities); and any
                  hardship distribution described in section 401(k)(2)(B)(i)(IV)
                  of the Code and made after December 31, 1998 (or after
                  December 31, 1999 if elected by the Company pursuant to IRS
                  Notice 99-5).

            (2)   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.

            (3)   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

                                      34

<PAGE>

                  section 414(p) of the Code, are distributees with regard to
                  the interest of the Spouse or former Spouse.

            (4)   Direct Rollover. A direct rollover is a payment by the plan to
                  the eligible retirement plan specified by the distributee.

      7.7. TIMING OF PAYMENT. Payment to a Participant, or to the Beneficiary of
a deceased Participant, shall commence (a) with respect to Normal Retirement,
with the later of his or her Normal Retirement Date or the first day of the
month following application for benefits and (b) with respect to death, with the
first day of the month following application for benefits by the Surviving
Spouse or other Beneficiary.

      7.8. FORFEITURE OF NONVESTED PORTION OF ACCRUED BENEFIT. If a Participant
is not 100% vested in his or her Accrued Benefit and receives a distribution of
the vested portion in accordance with Article 7, the nonvested portion shall be
immediately forfeited. If a Participant had no vested interest in his Accrued
Benefit at the time he or she incurred a Severance of Service, then such
Participant shall be deemed to have received a distribution of his or her Vested
Accrued Benefit for purposes of this section.

      7.9. REQUIRED DISTRIBUTION RULES. In no event shall payments commence
later than the last to occur of the date sixty (60) days after the end of the
Plan Year in which the Participant (i) attains Normal Retirement Age, or (ii)
terminates employment; however, if the amount of the payment required to
commence on a date cannot be ascertained by that date, payment shall commence
retroactively to that date and shall commence no later than sixty (60) days
after the earliest date on which the amount of payment can be ascertained under
the Plan.

                                      35

<PAGE>

      7.10. MINIMUM DISTRIBUTION RULES.

      (a)   GENERAL RULE. Notwithstanding any provision in the Plan to the
            contrary, a Participant must begin receiving minimum required
            distributions from the Plan in accordance with this Section 7.10.
            Such minimum required distributions must be made from the Plan in
            accordance with section 401(a)(9) of the Code by April 1 of the
            calendar year following the later of the calendar year in which such
            Participant attains age 70 1/2 or the calendar year in which the
            Employee retires.

      (b)   SPECIAL RULE APPLICABLE TO PARTICIPANTS ATTAINING AGE 70 1/2 BETWEEN
            1996 AND 1999. Notwithstanding Subsection (a), a Participant who
            attains age 70 1/2 on or after January 1, 1996 but before December
            31, 1999 may elect to commence receiving the equivalent of his
            minimum required distributions by April 1 of the calendar year
            following the calendar year in which such Participant attains age 70
            1/2, or to defer receipt of all distributions under the Plan until
            he or she retires.

      (c)   SPECIAL RULE APPLICABLE TO 5-PERCENT OWNER. A 5-percent owner of a
            Company, as that term is defined in section 416 of the Code, is
            required to begin receiving minimum required distributions under
            section 401(a)(9) of the Code without regard to whether he or she is
            still working.

      (d)   APPLICATION OF SECTION 401(a)(9) OF THE CODE AND THE INCIDENTAL
            DEATH BENEFIT REQUIREMENT. Distributions under this Section 7.10
            will be made in accordance with the regulations under section
            401(a)(9) of the Code, including the regulations thereunder. Any
            distribution required under the incidental death benefit
            requirements shall be treated as a distribution required under this
            Section 7.10.

                                      36

<PAGE>

      (e)   REQUIRED MINIMUM DISTRIBUTIONS MADE ON OR AFTER JANUARY 1, 2001.
            With respect to distributions under the Plan made in calendar years
            beginning on or after January 1, 2001, the Plan will apply the
            minimum distribution requirements of section 401(a)(9) of the Code
            in accordance with the regulations under section 401(a)(9) of the
            Code that were proposed in January 2001, notwithstanding any
            provision of the Plan to the contrary. This provision shall continue
            in effect until the end of the last calendar year beginning before
            the effective date of final regulations under section 401(a)(9) of
            the Code or such other date as may be specified in guidance
            published by the Internal Revenue Service.

      7.11. REFUND OF ACCUMULATION ACCOUNT. A Participant may elect to receive a
refund of his or her Accumulation Account at any time. In order to receive a
refund of the Accumulation Account, the Participant must notify the Committee
and complete such forms as the Committee prescribes at least 60 days prior to
any "Distribution Date." Distribution Dates for withdrawals under this section
shall be the first day of any month following timely notice to the Committee. If
a Participant elects to receive a refund of his or her Accumulation Account, the
Participant's Accrued Benefit shall be reduced (but not below zero) by the
Actuarial Equivalent of the Accumulation Account.

      7.12. ACTUARIAL EQUIVALENCY OF ALTERNATE FORM OF PAYMENT. In converting
from one form of annuity payment to another form of annuity payment under the
Plan, the tables and factors in Schedule C shall be applied so that the forms of
payment have the same actuarial value.

                                      37

<PAGE>

      7.13. QUALIFIED DOMESTIC RELATIONS ORDER PAYMENTS. Effective for periods
commencing on or after January 1, 2002, in the case of a Qualified Domestic
Relations Order payable with respect to the Cash Balance Plan, the Committee
will authorize payment to the alternate payee pursuant to the terms of the
Qualified Domestic Relations Order as soon as administratively feasible without
regard to the time distribution would be made with respect to the affected
Participant.

                                      38

<PAGE>

                                   ARTICLE 8.
                               PLAN ADMINISTRATION

      8.1. ESTABLISHMENT OF THE ADMINISTRATIVE AND INVESTMENT COMMITTEE. The
general administration of the Plan and the responsibility for carrying out its
provisions shall be placed in the Committee. Any member of the Committee may
resign by delivering his/her written resignation to Fisher and the secretary of
the Committee. The Committee shall be the plan administrator (within the meaning
of Section 3 of the Act and section 414(g) of the Code) with such authority,
responsibilities and obligations as the Act and the Code grant to and impose
upon persons so designated. The responsibility for the formulation of the
general investment practices and policies of the Plan and its related Trust and
for effectuating such practices and policies shall be placed in the Committee.
For purposes of the Act, the Committee shall be a "named fiduciary" under the
Plan. If no Committee is appointed by the Board, Fisher shall be the plan
administrator and named fiduciary of the Plan and shall have all the rights,
duties and powers of the Committee set forth in this Article 8.

      No member of the Committee who is also an Employee receiving regular
compensation as such shall receive any compensation for his/her 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/her
own benefits under the Plan other than an action which affects the benefits of
Participants generally.

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

                                      39

<PAGE>

      (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 Fisher) 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 employers and requiring
            payment thereof;

      (f)   establishing one or more subcommittees in each location at which
            Fisher or any of its Affiliates does business, appointing the
            members of any such subcommittees, in such number and for such
            service as the Committee shall deem appropriate, and delegating any
            power or duty granted to the Committee by the Plan to any such
            subcommittees;

      (g)   appointing and removing the trustee pursuant to a trust Agreement;

                                      40

<PAGE>

      (h)   receiving and reviewing reports from the Trustee as to the financial
            condition of the Trust, including its receipts and disbursements;

      (i)   executing and filing with the appropriate governmental agencies such
            registration and other statements, forms, applications,
            notifications, and other documents or information as the Committee
            may from time to time deem appropriate in connection with the Plan;

      (j)   approving the adoption of the Plan by any Affiliate of Fisher in
            accordance with Article 11;

      (k)   amending the Plan to the extent provided in Article 10;

      (l)   directing the Trustee, or appointing one or more investment managers
            to direct the Trustee, subject to the conditions set forth in the
            trust agreement and in this Article, in all matters concerning the
            investment of the Trust;

      (m)   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;

      (n)   receiving and reviewing reports from the trustee as to the financial
            condition of the Trust, including its receipts and disbursements;
            and

      (o)   employing such agents and assistants, such counsel (who may be
            counsel to Fisher) and such clerical, accounting, actuarial and
            investment services or

                                      41

<PAGE>

            advisers as the Committee may require in carrying out its
            responsibilities under the Plan.

      8.3. DUTIES OF THE ADMINISTRATIVE AND INVESTMENT 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 and shall promulgate such rules as may be necessary
to effectuate the funding policy and method established pursuant to Section 9.2.
In matters of administration, interpretation and application not reserved to
Fisher or the Company, the Committee, in its sole discretion, shall determine
all such matters. It shall be the duty of the Committee to notify the trustee in
writing of the amount of any benefit which shall be due to any Participant and
in what form and when such benefit is to be paid. The Committee may at any time
or from time to time with respect to the Plan 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.

      8.4. ACTIONS BY THE COMMITTEE OR A SUBCOMMITTEE. The majority of the
members of the Committee, but no fewer than two, or a subcommittee established
pursuant to Section 8.2(f) (a "subcommittee") shall constitute a quorum for the
transaction of business at any meeting. Resolutions or other actions made or
taken by the Committee or subcommittee shall require the affirmative vote of a
majority of the members of the Committee or subcommittee attending a meeting, or
by a majority of members in office by writing without a meeting. Effective
January 1, 2000, if a Committee or a subcommittee consists of the minimum two
members, a resolution

                                      42

<PAGE>

or other action made or taken by such Committee or subcommittee shall require
the unanimous vote of such members or by unanimous written consent of such
members without a meeting. Notwithstanding the foregoing, any two members of a
subcommittee may act as the subcommittee without a meeting or notice of a
meeting.

      8.5. 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 Fisher or a Company in fixing
the rates of its contribution payable under the Plan, the actuary (who shall be
enrolled by the Joint Board for the Enrollment of Actuaries established under
the Act) designated by the Committee shall make periodic actuarial studies in
relation to the Plan, and shall recommend tables to the Committee and rates of
contribution to the Company.

      8.6. ACTION TAKEN IN GOOD FAITH. To the extent permitted by the Act, the
members of the Committee, the Companies and their respective officers and
directors shall be entitled to rely upon all tables, valuations, certificates,
and reports furnished by the actuary, upon all certificates and reports made by
any accountant or by the Trustee, upon all opinions given by any legal counsel
selected or approved by the Committee; and upon all opinions given by any
investment adviser selected or approved by the Committee, and the members of the
Committee, the Companies and their respective 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 actuary, accountant, 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.

                                      43

<PAGE>

      8.7. INDEMNIFICATION. To the extent not contrary to the Act, Fisher shall
indemnify the Committee and its members and any other director, officer or
employee of a Company who is designated to carry out any responsibilities under
the Plan for any liability, joint and/or several, arising out of or connected
with their duties hereunder, except such liability as may arise from their gross
negligence or willful misconduct.

      8.8. BENEFIT APPLICATION AND CLAIMS PROCEDURE.

      (a)   A Participant or Beneficiary shall apply for benefits in accordance
            with the procedures outlined herein or with any such procedures as
            may be established by the Committee from time to time.

      (b)   A Participant or Beneficiary shall apply for benefits by filing with
            the Committee a signed, written request specifically identifying the
            benefits requested and describing all facts and circumstances
            entitling him or her to payment.

      (c)   Within ninety days after receipt of such an application, the
            Committee shall notify the applicant of its decision. If special
            circumstances require an extension of time, the Committee shall
            notify the applicant of such circumstances within ninety days after
            receipt of the application, and the Committee shall thereafter
            notify the applicant of its decision within 180 days after receipt
            of the application. If the application is denied in whole or in
            part, the Committee's notice of denial shall be in writing and shall
            state:

            (1)   the specific reasons for denial with specific reference to
                  pertinent Plan provisions upon which the denial was based;

                                      44
<PAGE>

            (2)   a description of any additional materials or information
                  necessary for the applicant to perfect his or her claim and an
                  explanation of why the materials or information are necessary;
                  and

            (3)   an explanation of the Plan's claim review procedure.

      (d)   During the sixty-day period following an applicant's receipt of a
            notice of denial of his or her application for benefits, the
            applicant or his or her duty authorized representative may review
            pertinent documents and within sixty (60) days submit a written
            request to the Committee for an appeal of the denial. An applicant
            requesting an appeal, or his or her duly authorized representative,
            may submit issues and comments in writing to the Committee. The
            Committee shall consider the merits of the applicant's
            presentations, the merits of any facts or evidence in support of the
            denial of benefits, and such other facts and circumstances as the
            Committee shall deem relevant; and shall render a decision as to the
            merit of the appeal and the claim. Within sixty (60) days after
            receipt of the request for appeal, the Committee shall issue a
            written decision to the applicant. If special circumstances require
            an extension of time, the Committee shall issue a written decision
            no later than 120 days after receipt of the request for appeal. The
            Committee's decision shall include specific reasons for the
            decision, written in a manner calculated to be understood by the
            applicant, and contain specific references to the pertinent Plan
            provisions upon which the decision is based.

      8.9. 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 shall have the

                                       45
<PAGE>

responsibility to direct the trustee in investing and reinvesting the Trust (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 (or such portion thereof) to the Committee periodically, as such
responsibilities may be more fully described in the trust agreement.

      8.10. ALLOCATION OF RESPONSIBILITIES. The description of the
responsibilities and of powers of the Committee and the description of the
responsibilities of the trustee contained in the foregoing provisions of this
Article 8 shall constitute, for purposes of the Act, procedures for allocating
responsibilities operation and administration of the Plan among named for the
fiduciaries.

      8.11. DESIGNATION OF PERSONS TO CARRY OUT RESPONSIBILITIES OF NAMED
FIDUCIARIES. The Committee, the trustee and any investment adviser which the
Committee may employ may, except as to responsibilities involving management and
control of assets held in the Trust, 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.

                                       46
<PAGE>

                                   ARTICLE 9.
                                    FUNDING

      9.1. TRUST. For the purpose of funding the retirement benefits provided
for herein, Fisher has entered into a trust agreement with the trustee. All
contributions hereunder shall be paid to the trustee and all benefits hereunder
will be paid from the Trust. Expenses of the Plan shall be payable from the
Trust if not paid by the Company.

      9.2. FUNDING POLICY AND METHOD. The Committee shall establish a funding
policy and method consistent with the objectives of the Plan and the
requirements of the Act.

      9.3. CHANGE OF FUNDING MEDIUM. Fisher shall have the right to change at
any time the means through which the Plan provides benefits, including changing
the trustee. No such change shall constitute a termination of the Plan or result
in the diversion to a Company of any funds previously contributed.

                                       47
<PAGE>

                                  ARTICLE 10.
                          PLAN AMENDMENT OR TERMINATION

      10.1. AMENDMENT OF PLAN. Fisher 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 Code. The foregoing right shall be exercised only by action of the
Board of Directors or by action of an officer of Fisher with later ratification
by 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 Code or which may be necessary to comply with the requirements
of the Act, or any regulations or interpretations issued by the Department of
Labor or the Internal Revenue Service with respect to the requirements of the
Act or the Code, (b) any amendment which is required by the provisions of a
collective bargaining agreement between a Company or Fisher 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 the Act) in excess of $500,000. 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 Trust 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.

                                       48
<PAGE>

      No amendment to the Plan, including a change in the actuarial basis for
determining optional or early retirement benefits, shall be effective to the
extent that it has the effect of decreasing a Participant's Accrued Benefit.
Notwithstanding the preceding sentence, a Participant's Accrued Benefit may be
reduced to the extent permitted under section 412(c)(8) of the Code.

      10.2. TERMINATION FROM PLAN BY A COMPANY. Each Company, other than Fisher,
shall have the right to terminate its participation in the Plan by resolution of
its board of directors or other appropriate governing body with notice in
writing to Fisher, unless such termination would result in disqualification of
the Plan or would adversely affect the exempt status of the Plan as to any other
Company. If contributions by or on behalf of a Company are completely
terminated, the Plan shall be deemed terminated as to such Company. In the event
of such a termination by a Company, the Plan shall be governed by Articles 10.3
and 10.4 in regard to the Participants and Beneficiaries whose interests are
affected by the termination, except that the termination shall not be a
termination as to any other Company. In the alternative, the Company terminating
its participation in the Plan may request a spin-off of assets attributable to
its Employees, as determined by the Plan's actuary, provided that the spin-off
is to another retirement plan that is qualified under section 401(a) of the Code
and all applicable provisions of the law are satisfied.

      10.3. VESTING UPON TERMINATION. If the Plan is terminated by Fisher or if
contributions to the Plan are permanently discontinued, the Plan shall terminate
as to all Companies and the Plan's assets shall be used first, subject to the
payment of expenses and taxes, for the benefit of Participants and
Beneficiaries. The Accrued Benefit of each affected

                                       49
<PAGE>

Participant shall be fully vested and nonforfeitable to the extent funded. In
the event of the partial termination of the Plan, each affected Participant's
Accrued Benefit, to the extent funded, shall be fully vested and nonforfeitable.

      10.4. DISTRIBUTIONS BY TRUSTEE. In the event of the termination of the
Plan in accordance with Section 4041 of the Act, the assets of the Plan shall be
distributed in accordance with Section 4044 of the Act and any regulations
issued thereunder. In order that the assets of the Plan may be properly
allocated, the total benefits payable under the Plan shall be divided with
respect to each Participant among the priority categories (a) through (g) set
forth below. Each Participant's benefit assigned to a particular priority
category shall then be separated between basic benefits and non-basic benefits.
The Committee shall then value each type of benefit in each priority category in
accordance with the valuation factors prescribed by the PBGC, and shall then
allocate the assets of the Plan sequentially to the following priority
categories:

      (a)   That portion of each Participant's Accrued Benefit which is derived
            from his or her voluntary employee contributions.

      (b)   That portion of each Participant's Accrued Benefit which is derived
            from his or her mandatory employee contributions.

      (c)   Those benefits, excluding any increases resulting from Plan
            amendments during the preceding five (5) years, payable as an
            annuity to all Participants and Beneficiaries:

            (1)   to whom benefits have been in pay status for at least three
                  (3) years prior to the date of Plan termination, taking the
                  lowest benefit in pay status during the three (3) year period;
                  and

                                       50
<PAGE>

            (2)   to whom any other benefits would have been in pay status as of
                  the beginning of the three (3) year period had an eligible
                  Participant actually retired on a retirement date prior to the
                  beginning of the three (3) year period, as if the benefits had
                  commenced as a QJSA or QPSA at the beginning of the three (3)
                  year period.

      (d)   Those benefits, other than benefits payable pursuant to (b) and (c)
            immediately above, to which Participants or their Beneficiaries are
            entitled, or would be entitled if their employment were terminated
            on the date of Plan termination, to the extent the benefits are
            guaranteed by PBGC.

      (e)   All other benefits in which a Participant is vested as of the date
            of Plan termination; provided, however, that if the Plan assets are
            insufficient to satisfy in full the benefits provided pursuant to
            category (d), the available assets shall be allocated in accordance
            with the last paragraph of this Section 10.4.

      (f)   All other benefits provided for under the Plan.

      (g)   If any assets remain as a result of "actuarial error" (as defined in
            the Code and underlying regulations) after complete allocation
            pursuant to this paragraph, the remaining assets shall be paid to
            Fisher.

      In the event Plan assets are insufficient to provide in full the benefits
of the entire class of individuals described within any priority category other
than priority category (e) above, the available assets for the class shall be
allocated among the Participants of that class and their Beneficiaries, pro rata
on the basis of the present value (as of the Plan termination date) of their
respective benefits.

      In the event that the assets available for allocation under (e) above are
insufficient to satisfy in full the benefits of Participants eligible under it,
the available assets for that class shall

                                       51
<PAGE>

be allocated on the basis of the benefits of Participants of that class and
their Beneficiaries, based upon the Plan as in effect at the beginning of the
five (5) year period ending on the date of Plan termination; or if additional
assets remain available for allocation under (e) above, the available assets
shall be allocated on the basis of the Plan as amended by the most recent Plan
amendment effective during the five (5) year period, under which the assets
available for allocation are sufficient to satisfy in full the benefits of the
class of individuals described in (e) above and any assets thereafter remaining
to be allocated under (e) above shall be allocated on the basis of the Plan as
amended by the next succeeding Plan amendment effective during the five (5) year
period.

      In the event the assets of the Plan exceed the amount necessary to satisfy
all benefit liabilities under the Plan, or if residual assets result from
erroneous actuarial computations, all excess assets will be distributed to the
Company pursuant to Section 4044 of the Act and the Code.

      10.5. MERGER. In the case of any merger or consolidation of the Plan with,
or any transfer of the assets or liabilities of the Plan to any other plan
qualified under section 401 of the Code, the terms of such merger, consolidation
or transfer shall be such that each Participant in the Plan would receive (in
the event of termination of the Plan or its successor immediately thereafter) a
benefit which is no less than the benefit which such Participant would have
received in the event of termination of the Plan immediately before the merger,
consolidation or transfer.

      10.6. PROTECTED ACCRUED BENEFITS. Notwithstanding any other provision of
the Plan, an amendment to the Plan (a) which eliminates or reduces an early
retirement benefit, if any, or which eliminates or reduces a retirement-type
subsidy (as defined in regulations issued by the

                                       52
<PAGE>

Department of the Treasury), if any, or (b) which eliminates an optional form of
benefit shall not be effective with respect to benefits attributable to service
before the amendment is adopted. In the case of a retirement-type subsidy, this
Article shall apply only to a Participant who satisfies, either before or after
the amendment, the preamendment conditions for the subsidy.

      10.7. COMPANY ACQUISITIONS. With respect to periods commencing on or after
July 1, 1999, if the Company acquires the assets or stock of another entity and
either employs some or all of the former employees of such entity, or such
individuals are employed by an Affiliate, the Committee shall have authority to
grant such individuals retroactive vesting and/or eligibility service in such
amounts as the Committee shall deem appropriate. Grants of service shall be made
by written resolution of the Committee, and shall be applied uniformly within
each acquired employee group or subgroup. Notwithstanding the forgoing, the
Committee shall not have authority to grant such retroactive service if the
estimated annual cost of such action is in excess of $500,000, or if to do so
would discriminate in favor of Highly Compensated Employees.

      10.8. PRE-TERMINATION RESTRICTIONS.

      (a)   Restriction of Benefits Upon Plan Termination. If the Plan shall be
            terminated, the benefit of any highly compensated active or former
            employee shall be limited to a benefit that is nondiscriminatory
            under section 401(a)(4) of the Internal Revenue Code.

      (b)   Restrictions on Distributions. For Plan Years beginning on or after
            January 1, 1994, benefits distributed to any of the 25 most highly
            compensated active and highly compensated former employees with the
            greatest compensation in the

                                       53
<PAGE>

            current or any prior year are restricted such that the annual
            payments shall not exceed an amount equal to the payments that would
            be made to or on behalf of the employee under a straight life
            annuity that is the actuarial equivalent of the sum of the
            employee's accrued benefit, the employee's other benefits under the
            Plan (other than a social security supplement, within the meaning of
            Treasury Department Regulation 1.411(a)-7(c)(4)(ii)), and the amount
            the employee is entitled to receive under a social security
            supplement.

      (c)   Unrestricted Distributions. The provisions of Section 10.8 shall not
            apply if: (i) after the payment of the benefit to an employee
            described in Section 10.8, the value of plan assets equals or
            exceeds 110% of the value of current liabilities, as defined in
            section 412(1)(7) of the Internal Revenue Code, (ii) the value of
            the benefits for an employee described in Section 10.8 is less than
            1% of the value of current liabilities before distribution, or (iii)
            the value of the benefits payable under the Plan to an employee
            described in Section 10.8 does not exceed $3,500.

      (d)   Discontinuance of This Section. In the event that it shall be
            determined by statute or by ruling by the Commissioner of Internal
            Revenue that the provisions of any of Section 10.8 are no longer
            necessary to qualify the Plan under the Internal Revenue Code, this
            Section 10.8 shall thereupon be void without the necessity of
            further amendment of the Plan.

                                       54
<PAGE>

                                  ARTICLE 11.
                         ADOPTION OF PLAN BY AFFILIATES

      Any corporation or other business entity related to Fisher by function or
operation and any Affiliate, if the corporation, business entity or Affiliate is
authorized to do so by the Committee, may adopt the Plan by action of its board
of directors or other appropriate governing body. Any adoption shall be
evidenced by certified copies of the resolutions of the board of directors or
governing body confirming the adoption and by the execution of the Plan by the
adopting corporation, or business entity or Affiliate. Notwithstanding the
foregoing, if the Plan as adopted by an Affiliate or other corporation or
business entity under the foregoing provisions shall fail to receive the initial
approval of the Internal Revenue Service as a qualified plan and trust under
sections 401(a) and 501(a) of the Code, any contributions by the Affiliate or
other corporation or business entity after payment of all expenses will be
returned to such Company free of any trust, and the Plan shall terminate as to
the adopting Affiliate or other corporation of business entity.

                                       55
<PAGE>

                                   ARTICLE 12.
                                  MISCELLANEOUS

      12.1. LIMITATION OF ASSIGNMENT. No benefit payable under the Plan to any
person shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge a
benefit shall be void; and no such benefit shall in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements or torts of any
person, nor shall it be subject to attachment or legal process for, or against,
such person, and the same shall not be recognized under the Plan, except to such
extent as may be required by law. Notwithstanding the above, this section shall
not apply to a "qualified domestic relations order" (as defined in section
414(p) of the Code), and benefits may be paid pursuant to the provisions of such
an order. The Committee shall develop procedures (in accordance with applicable
federal regulations) to determine whether a domestic relations order is
qualified, and, if so, the method and procedures for complying therewith.

      12.2. LEGALLY INCOMPETENT DISTRIBUTEE. Whenever any benefit payable under
the Plan is to be paid to or for the benefit of any person who is then a minor
or determined to be incompetent by qualified medical advice, the Committee need
not require the appointment of a guardian or custodian, but is authorized to
cause the benefit (a) to be paid to the person having custody of such minor or
incompetent, without intervention of a guardian or custodian, (b) to pay the
benefit to a legal guardian or custodian of such minor or incompetent if one has
been appointed, or (c) to use the payment for the benefit of the minor or
incompetent.

                                       56
<PAGE>

      12.3. UNCLAIMED PAYMENTS. If the Committee is unable, after reasonable and
diligent effort, to locate a Participant, Spouse, or Beneficiary who is entitled
to payment under the Plan, the payment due such person shall be forfeited after
three years. If such person later files a claim for such benefit, and is
determined by the Committee to have a legal right to the benefit, the benefit
shall be reinstated. Unless required by law, in no event shall benefits be paid
retroactively for the period during which such benefits were payable, but
unclaimed.

      12.4. NOTIFICATION OF ADDRESSES. Each Participant and Beneficiary shall
from time to time file with the Committee in writing his or her address or any
change of address. Any communication, statement, or notice mailed to the last
address filed with the Committee, or if no such address was filed with the
Committee, to the last address shown on the Company's records, will be binding
on the Participant or Beneficiary for all purposes, and neither the Committee
nor the Company shall be obliged to search for or ascertain the whereabouts of
any Participant or Beneficiary.

      12.5. NOTICE OF PROCEEDINGS AND EFFECT OF JUDGMENT. In any application,
proceeding or action in any court, no Participant or other person having any
interest in the Plan shall be entitled to any notice or service of process
except as required by law. Any judgment or decree entered on account of such
application, proceeding or action shall be binding and conclusive upon all
persons claiming under this Plan.

      12.6. SEVERABILITY. If any provisions of this Plan are held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of this Plan, and this Plan shall be construed and enforced as
if the illegal and invalid provisions were not included.

                                       57
<PAGE>

      12.7. PROHIBITION AGAINST DIVERSION. At no time shall any part of the
assets of the Plan revert to the Company or be used for or diverted to purposes
other than the exclusive benefit of Participants or their Beneficiaries,
subject, however, to the payment of all taxes and administrative expenses and
subject to the provisions of the Plan with respect to returns of contributions
and excess assets on plan termination.

      12.8. LIMITATION OF RIGHTS. Participation in the Plan shall not give any
Employee any right or claim except to the extent that such right is specifically
fixed under the terms of the Plan. The adoption of the Plan by a Company shall
not be construed to give any Employee a right to continue in the employ of a
Company or to interfere with the right of a Company to terminate the employment
of the Employee at any time.

      12.9. CONTROLLING LAW. The laws of the State of New Hampshire, where
Fisher has its principal office, shall be the controlling state law in all
matters relating to the Plan and shall apply to the extent not preempted by the
laws of the United States of America.

      12.10. MISTAKE OF FACT.

      (a)   To the extent permitted by the Code and other applicable laws and
            regulations thereunder, and upon a Company's request, a contribution
            which was made by reason of a mistake of fact, or which was
            conditioned upon the deductibility of the contribution under section
            404 of the Code, shall be returned to the Company within one (1)
            year after the payment of the contribution, or the disallowance of
            the deduction (to the extent disallowed), whichever is applicable.
            The amount to be returned to the Company shall be the excess of the
            contribution above the amount that would have been contributed had
            the mistake of fact or the mistake in

                                       58
<PAGE>

            determining the deduction not occurred, less any net loss
            attributable to the excess. Any net income attributable to the
            excess shall not be returned to the Company.

      (b)   The Company shall also have available, to the extent permitted by
            federal common law, all remedies providing for a return of
            contributions made by reason of a mistake of fact, or otherwise,
            including but not limited to restitution.

      12.11. PAYMENT OF EXPENSES. All expenses that shall arise in connection
with the administration of this Plan and the trust agreement, including, but not
limited to, the compensation of the trustee and of any actuary, accountant,
counsel, investment adviser, other expert or other person who shall be employed
by the Committee in connection with the administration thereof, shall be paid
from the Trust or by the Company; provided, however, that no person who is
employed by any Company shall receive any compensation from the Plan except for
reimbursement of expenses properly and actually incurred.

      12.12. ERRORS IN PAYMENT. If any error shall result in the payment to any
retired Participant or other person of more or less than he/she would have
received but for such error, the Committee shall be authorized to correct such
error and to adjust the payments as far as possible in such manner that the
Actuarial Equivalent of the benefits to which such retired participant or other
person was correctly entitled shall be paid.

      12.13. USERRA AND CODE SECTION 414(u) COMPLIANCE. Notwithstanding any
provision of this Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service will be provided in accordance
with section 414(u) of the Code, effective as of December 12, 1994.

                                       59
<PAGE>

                                   ARTICLE 13.
                              TOP-HEAVY PROVISIONS

      13.1. EFFECTIVE DATE. The provisions of Sections 13.4, 13.5 and 13.6 shall
become effective and supersede any conflicting Plan provisions if the Plan
becomes "Top-Heavy," as defined in Section 13.3. In the event the Plan becomes
Top-Heavy but later ceases to be Top-Heavy, such provisions shall be no longer
effective until such time, if any, as the Plan again becomes Top-Heavy.

      13.2. DEFINITIONS.

      (a)   Top-Heavy Determination Date. The Top-Heavy Determination Date for a
            Plan Year shall be the last day of the preceding Plan Year.
            Notwithstanding the foregoing, the Top-Heavy Determination Date for
            the initial Plan Year shall be the last day of the first Plan Year.

      (b)   Key Employee and Non-Key Employee. A Key Employee for a Plan Year
            shall be any Participant who, at any time during the Plan Year or
            any of the four preceding Plan Years, is or was (1) an officer of a
            Company having Compensation in excess of 150% of the dollar
            limitation in effect under section 415(c)(1)(A) of the Code; (2) one
            of the ten employees owning (or considered as owning within the
            meaning of Section 318 of the Code) both more than 1/2% interest as
            well as one of the ten (10) largest interests in a Company and any
            of its Affiliates and also having Compensation in excess of the
            dollar limitation in effect under section 415(c)(1)(A) of the Code;
            (3) a 5-percent owner of the Company, as defined in section
            416(I)(1)(13) of the Code; or (4) a 1-percent

                                       60
<PAGE>

            owner of the Company, as defined in section 416(I)(1)(B) of the
            Code, having Compensation in excess of $150,000. If a deceased
            Participant would have been a Key Employee for a Plan Year, then any
            beneficiary of such Participant shall be deemed to be a Key Employee
            for the Plan Year. A Non-Key Employee for a Plan Year shall be any
            Participant who is not a Key Employee for the Plan Year.

      (c)   Required Aggregation Group.

            (1)   Each qualified plan of the Company and its Affiliates in which
                  at least one Key Employee participates, and

            (2)   Any other qualified plan of the Company and its Affiliates
                  which enables a plan described in (1) above to meet the
                  requirements of sections 401(a)(4) or 410 of the Code.

      (d)   Permissive Aggregation Group. The Required Aggregation Group plus
            any other plan or plans of the Company that, when considered as a
            group with the Required Aggregation Group, would continue to satisfy
            the requirements of sections 401(a)(4) and 410 of the Code.

      (e)   Top-Heavy Ratio.

            (1)   If the Company maintains one or more defined contribution
                  plans and has not maintained any defined benefit plan which,
                  during the five-year period ending on the Top-Heavy
                  Determination Date, has had accrued benefits, the Top-Heavy
                  Ratio for this Plan or for a Required or Permissive
                  Aggregation Group is a fraction, the numerator of which is the
                  sum of the account balances of all Key Employees and the
                  denominator of which is the sum of the account balances of all
                  Participants. The account balances in both the numerator and
                  denominator of the Top-Heavy Ratio include any distribution
                  made in the five-year period ending on the Top-Heavy
                  Determination Date and shall be adjusted to reflect any
                  contribution not actually made as of the Top-Heavy
                  Determination Date, but required to be taken into account on
                  such date under section 416 of the Code and regulations
                  thereunder.

                                       61
<PAGE>

            (2)   If the Company maintains one or more defined contribution
                  plans and maintains or has maintained one or more defined
                  benefit plans which, during the five-year period ending on the
                  Top-Heavy Determination Date, has had any accrued benefits,
                  the Top-Heavy Ratio for any Required or Permissive Aggregation
                  Group including this Plan is a fraction, the numerator of
                  which is the sum of account balances under the aggregated
                  defined contribution plan or plans for all Key Employees plus
                  the sum of the present values of accrued benefits under the
                  aggregated defined benefit plan or plans of all Key Employees
                  and the denominator of which is the sum of the account
                  balances under the aggregated defined contribution plan or
                  plans for all Participants plus the sum of the present values
                  of accrued benefits under the aggregated defined benefit plan
                  or plans of all Participants. The account balances and accrued
                  benefits in both the numerator and denominator of the
                  Top-Heavy Ratio shall include any distribution made in the
                  five-year period ending on the Top-Heavy Determination Date.

                  (A)   the value of account balances and the present value of
                        accrued benefits shall be determined as of the most
                        recent Valuation Date falling within the Plan Year
                        ending on the Top-Heavy Determination Date, except as
                        provided in section 416 of the Code and regulations
                        thereunder for the first and second plan years of a
                        defined benefit plan.

                  (B)   The value of proportional subsidized benefits shall not
                        be included in determining the present value of accrued
                        benefits;

                  (C)   the value of non-proportional subsidies shall be
                        included.

                  (D)   The accrued benefit in each plan of the Company shall be
                        determined under the single accrual method for each plan
                        of the Company and Affiliate, or if no such single
                        method exists, using a method which results in benefits
                        accruing not more rapidly than the slowest accrual rate
                        permitted under section 411(b)(1)(C) of the Code.

                  (E)   The account balances and accrued benefits of a
                        Participant who is a Non-Key Employee for the Plan Year
                        but who was a Key Employee in a prior Plan Year, or who
                        has not performed any services for any employer
                        maintaining the Plan at any time during the five-year
                        period ending on the Top-Heavy Determination Date, shall
                        be disregarded.

                                       62
<PAGE>

                  (F)   Calculation of the Top-Heavy Ratio including the extent
                        to which distributions, rollovers, and transfers are
                        taken into account shall be made in accordance with
                        section 416 of the Code and regulations thereunder.

                  (G)   When aggregating plans, the value of account balances
                        and present values of accrued benefits shall be
                        calculated with reference to the Top-Heavy Determination
                        Dates that fall within the same calendar year.

            (3)   If any individual has not performed services for the Company
                  at any time during the 5-year period ending on the
                  Determination Date, any Accrued Benefit of the individual
                  shall not be taken into account under this Article 13.

      (f)   Average Compensation. Compensation shall be the average of the
            Participant's Compensation (determined in accordance with section
            415 of the Code) for the period of consecutive Years of Service, not
            to exceed 5, for which the Participant's Compensation was the
            highest, excluding Years of Service completed before January 1, 1984
            and Years of Service beginning after the end of the last Plan Year
            in which the Plan was Top-Heavy.

      (g)   Valuation Date. The date on which the liabilities and assets of the
            Plan are valued for purposes of computing Plan costs.

      13.3. TOP-HEAVY PLAN. The Plan shall be considered Top-Heavy if any of the
following conditions exist:

      (a)   The Top-Heavy Ratio of the Plan exceeds sixty percent and the Plan
            is not part of any Required Aggregation Group or Permissive
            Aggregation Group;

                                       63
<PAGE>

      (b)   The Plan is a part of a Required Aggregation Group, but not part of
            a Permissive Aggregation Group, and the Top-Heavy Ratio for the
            Required Aggregation Group exceeds sixty percent; or

      (c)   The Plan is a part of a Permissive Aggregation Group, but not part
            of a Required Aggregation Group and the Top-Heavy Ratio for the
            Permissive Aggregation Group exceeds sixty percent.

      13.4. REQUIRED MINIMUM BENEFIT.

      (a)   Except as provided in subsections (b) and (c) below, the Accrued
            Benefit of each Participant who is a Non-Key Employee shall at least
            equal the Required Minimum Benefit, which shall be the product of
            the Participant's Average Compensation and the lesser of twenty (20)
            percent or two (2) percent per Year of Service during which the Plan
            was not Top-Heavy.

      (b)   The Required Minimum Benefit shall accrue on behalf of a Participant
            even though, under other Plan provisions, the Participant would not
            have been entitled to accrue a benefit. Notwithstanding the
            foregoing, a Participant shall not be entitled to accrue a Required
            Minimum Benefit if he or she has not completed 1,000 Hours of
            Service in the Plan Year for which the Plan is Top-Heavy.

      (c)   A Participant shall not be entitled to a Required Minimum Benefit to
            the extent that he or she is covered under any other plan of the
            Company that meets the minimum contribution or minimum benefit
            requirement applicable to top-heavy plans under section 416 of the
            Code and regulations thereunder.

                                       64
<PAGE>

      13.5. TOP-HEAVY VESTING.

      (a)   As of the first day of any Plan Year in which the Plan is Top-Heavy,
            the portion of a Participant's Accrued Benefit which shall be
            nonforfeitable upon resignation or dismissal shall be computed
            according to the following schedule:

<TABLE>
<CAPTION>
                       Vested Percentage
  Participant's         of Participant's
Years of Service        Accrued Benefit
----------------       -----------------
<S>                    <C>
  Fewer than 2                 0%
        2                     20%
        3                     40%
        4                     60%
        5                     80%
    6 or more                100%
</TABLE>

      (b)   If the Plan ceases to be Top-Heavy, the Accrued Benefit of a
            Participant who at that time has less than three (3) Years of
            Service shall thereafter be computed under the Plan's regular 5-year
            cliff vesting schedule instead of the schedule contained in this
            13.5; provided, however, that such Participant's nonforfeitable
            percentage shall not be reduced below the nonforfeitable percentage
            the Participant had at the time the Plan ceased to be Top-Heavy. If
            the Plan ceases to be Top-Heavy, the Accrued Benefit of a
            Participant who at that time has three (3) or more years of Service
            shall continue to be determined under the schedule contained in this
            13.5.

      13.6. COORDINATION WITH CODE SECTION 415. For Plan Years beginning before
January 1, 2000.

                                       65
<PAGE>

      (a)   Except as provided in subsection (b) below, for any Plan Year in
            which the Plan is Top-Heavy, sections 415(e)(2)(B) and 415(e)(3)(B)
            of the Code shall be applied by substituting "1.0" for "1.25," and
            section 415(e)(6)(B)(I) of the Code shall be applied by substituting
            "$41,500" for "$51,875."

      (b)   Subsection (a) above shall not apply if the Plan meets the
            requirements of section 416(h)(2) of the Code with respect to the
            year the Plan is Top-Heavy.

                                       66
<PAGE>

                                   ARTICLE 14.
                                MAXIMUM BENEFITS.

      14.1. GENERAL RULE. The Annual Benefit payable under this Plan to a
Participant at any time shall not exceed the Maximum Permissible Amount.
"Maximum Permissible Amount" shall mean the lesser of:

            (i)   $90,000, as adjusted by the Secretary of the Treasury for each
                  calendar year, with the new limitation to apply to limitation
                  years ending within the calendar year of the date of the
                  adjustment (the "Dollar Limitation"); or

            (ii)  100 percent of the Participant's Highest Average Compensation
                  (the "Compensation Limitation"), as adjusted by the Secretary
                  of the Treasury in the case of a Participant who has separated
                  from service.

      The limitations in (i) and (ii) above are sometimes referred to herein as
      the "Code Section 415(b) limitations."

      14.2. REDUCTION FOR LESS THAN TEN YEARS OF PARTICIPATION OF EMPLOYMENT. If
the Annual Benefit commences when the Participant has less than ten years of
participation in this Plan or any predecessor plan to this Plan, the Dollar
Limitation shall be reduced by one-tenth for each year less than ten, but in no
event shall be less than one-tenth of the unreduced Dollar Limitation.

      If the annual benefit commences when the Participant has fewer than ten
years of participation in the Plan, the Compensation Limitation shall be reduced
by one-tenth for each year of service less than ten, but in no event shall be
less than one-tenth of the unreduced Compensation Limitation.

      14.3. ADJUSTMENT IF THE ANNUAL BENEFIT COMMENCES BEFORE OR AFTER SOCIAL
SECURITY RETIREMENT AGE. If the payment of benefits under this Plan commences
before or after

                                       67
<PAGE>

the Participant's Social Security Retirement Age, the Dollar Limitation shall be
adjusted as provided in this subsection.

      Generally, the age-adjusted Dollar Limitation is the actuarial equivalent
of the Dollar Limitation payable at the Participant's Social Security Retirement
Age, as calculated under (i), (ii), or following, whichever is applicable:

            (i)   IF THE AGE AT WHICH THE BENEFIT IS PAYABLE IS 62 OR GREATER,
                  BUT LESS THAN THE PARTICIPANT'S SOCIAL SECURITY RETIREMENT
                  AGE:

      The age-adjusted Dollar Limit is determined by reducing the Dollar
Limitation at the Participant's Social Security Retirement Age (i.e., $90,000,
as adjusted by the Commissioner) using factors that are consistent with the
factors used to reduce old-age insurance benefits under the Social Security Act.
Thus, the Dollar Limitation at the Participant's Social Security Retirement Age
is reduced by 5/9ths of 1 percent for each of the first 36 months by which the
benefit commencement precedes the month in which the Participant's Social
Security Retirement Age is attained, and by 5/12ths of 1 percent for each
additional month.

            (ii)  IF THE AGE AT WHICH THE BENEFIT IS PAYABLE IS LESS THAN 62:

            The age-adjusted Dollar Limitation is determined by reducing the
            age-adjusted Dollar Limitation at age 62, as calculated in the
            preceding paragraphs, on an actuarially equivalent basis. First,
            reduce the age-adjusted Dollar Limitation at age 62 using the
            interest rate and mortality table, or tabular factors, as
            applicable, which are set forth in the Plan for the reduction of
            benefits for early retirement benefits under the Plan. Second,
            reduce the age-adjusted Dollar Limitation at age 62 using 5 percent
            interest and the Applicable Mortality Table. Use the lesser of

                                       68
<PAGE>

            the amounts determined under the two preceding sentences as the
            age-adjusted Dollar Limitation under this paragraph (ii).

            (iii) IF THE AGE AT WHICH THE BENEFIT IS PAYABLE IS GREATER THAN THE
                  PARTICIPANT'S SOCIAL SECURITY RETIREMENT AGE:

            The age-adjusted Dollar Limitation is determined by increasing the
            Dollar Limitation at the Participant's Social Security Retirement
            Age on an actuarially equivalent basis. The increased age-adjusted
            Dollar Limitation shall be the lesser of the equivalent amount
            computed using the interest rate and mortality table set forth in
            Section 1.4 that is used for Actuarial Equivalence for Deferred
            Retirement Benefits under the Plan and the equivalent amount
            computed using 5 percent interest and the Applicable Mortality
            Table.

      14.4. SPECIAL RULES.

            (i)   ALL PLANS A SINGLE PLAN:

            For purposes of the Maximum limitations of this Section, all defined
            benefit plans maintained by a Company shall be considered as a
            single defined benefit plan, and all defined contribution plans
            maintained by a Company shall be considered a single defined
            contribution plan.

            (ii)  COMBINED PLAN LIMITATIONS:

            For limitation years beginning before January 1, 2000, if a Company
            maintains, or has at any time maintained, one or more qualified
            defined contribution plans covering any Participant in this Plan,
            the sum of the Participant's Defined Contribution Fraction and
            Defined Benefit Fraction shall not exceed 1.0 in any

                                       69
<PAGE>

            limitation year, and the annual benefit otherwise payable to the
            Participant under this Plan, and not the defined contribution plan,
            shall be frozen or reduced to the extent necessary, so that the sum
            of such fractions shall not exceed 1.0.

      14.5. DEFINITIONS. For purposes of this Section 5.8, the following
definitions shall apply:

            (i)   ANNUAL ADDITIONS: means the sum of the following amounts
                  credited to a Participant's account under a defined
                  contribution plan for the limitation year:

                  (A)   Company contributions;

                  (B)   Forfeitures;

                  (C)   Nondeductible employee contributions; provided, however,
                        that the annual addition for any limitation year
                        beginning before January 1, 1987, shall not be
                        recomputed to treat nondeductible employee contributions
                        as an annual addition; and

                  (D)   Amounts described in sections 415(1)(1) and 419A(d)(2)
                        of the Code.

            (ii)  ANNUAL BENEFIT: means a retirement benefit under the Plan
                  which is payable annually in the form of a straight life
                  annuity. If a participant's benefit is payable in a
                  Non-Annuity Benefit Form, whether as the normal form of
                  benefit or as an optional form which the Participant or his
                  Beneficiary elects, the Non-Annuity Benefit form is adjusted
                  to an Annual Benefit under either (A) or (B) below, whichever
                  is applicable. No actuarial adjustment to the Non-Annuity
                  Benefit Form is required for (i) the value of a qualified
                  joint and survivor annuity; (ii) the value of benefits that
                  are not directly related to retirement benefits (such as a
                  disability benefit, pre-retirement death benefits, and
                  post-retirement medical benefits); or (iii) the value of
                  post-retirement cost-of-living increases made in accordance
                  with the Treasury regulations.

                  (A)   CONVERSION TO AN ANNUAL BENEFIT OF A NON-ANNUITY BENEFIT
                        FORM WHICH IS NOT A FORM OF BENEFIT SUBJECT TO SECTION
                        417(e)(3) OF THE CODE (E.G., IS NOT A LUMP SUM):

                                       70
<PAGE>

                  To convert a Non-Annuity Benefit Form which is not a form of
                  benefit subject to section 417(e)(3) of the Code to an Annual
                  Benefit (i.e., a straight life annuity), first convert the
                  Non-Annuity Benefit Form to a straight life annuity using the
                  interest rate and mortality table, or tabular factors, as
                  applicable, which are specified in the Plan for the
                  Non-Annuity Benefit Form. Second, convert the Non-Annuity
                  Benefit Form to an Annual Benefit using a 5 percent interest
                  rate and the Applicable Mortality Table. The greater of the
                  amounts determined under the two preceding sentences is the
                  equivalent Annual Benefit.

                  (B)   CONVERSION TO AN ANNUAL BENEFIT OF A NON-ANNUITY BENEFIT
                        FORM WHICH IS A FORM OF BENEFIT SUBJECT TO SECTION
                        417(e)(3) OF THE CODE (E.G., A LUMP SUM):

                  If the Non-Annuity Benefit Form is payable in a form subject
                  to section 417(e)(3) of the Code, the determination of the
                  equivalent Annual Benefit is the same as in Section
                  5.8(e)(ii)(A) above, except that the Applicable Interest Rate
                  is substituted for the 5 percent interest rate. Thus, the
                  Non-Annuity Benefit Form is converted to an Annual Benefit
                  using the interest rate and mortality table or the tabular
                  factors, as applicable, which are set forth in the Plan, or
                  the Applicable Interest Rate and the Applicable Mortality
                  Table, whichever gives the greater Annual Benefit.

            (iii) APPLICABLE INTEREST RATE: shall have the meaning set forth in
                  the definition of Actuarial Equivalent, as set forth in
                  Section 1.4 or Schedule A, as applicable.

            (iv)  APPLICABLE MORTALITY TABLE: is the table prescribed by the
                  Secretary in Revenue Ruling 95-6 or any successor thereto
                  which prescribes the mortality table to be applied pursuant to
                  section 415(b)(2)(E)(v) of the Code. To the extent that
                  forfeiture does not occur upon death, the mortality decrement
                  may be ignored prior to age 62 and must be ignored after
                  Social Security Retirement Age, as prescribed by IRS Notice
                  83-10, Q&A G-3 and Q&A G-4, or any successor thereto.

            (v)   COMPENSATION: means a Participant's earned income, wages,
                  salaries, commissions and bonuses, and elective deferrals
                  under sections 402(g)(3), 125, 457, or section 132(f),
                  effective for limitation years commencing on or after January
                  1, 2001, of the Code as limited by section 401(a)(17) of the
                  Code, and excludes the following:

                  (A)   Amounts realized from the exercise of a nonqualified
                        stock option, or when restricted stock (or property)
                        held by the employee either

                                       71
<PAGE>

                        becomes freely transferable or is no longer subject to a
                        substantial risk of forfeiture;

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

                  (C)   Other amounts which received special tax benefits.

            (vi)  DEFINED BENEFIT FRACTION: means a fraction, the numerator of
                  which is the sum of the Participant's Projected Annual
                  Benefits under all the defined benefit plans (whether or not
                  terminated) maintained by a Company, and the denominator of
                  which is the lesser of (i) 125 percent of the Dollar
                  Limitation in effect for the limitation year under section
                  415(b)(1)(A) of the Code; or (ii) 140 percent of the
                  Participant's Highest Average Compensation. Notwithstanding
                  the foregoing, if the Participant was a Participant in a plan
                  maintained by a Company and in existence on July 1, 1982, the
                  denominator of this fraction shall not be less than 125
                  percent of the sum of the annual benefits under such plans
                  which the Participant had accrued as of the end of the last
                  limitation year beginning before January 1, 1983, but
                  determined without regard to changes in the Plan or
                  cost-of-living increases occurring after July 1, 1982. The
                  preceding sentence applies only if the defined benefit plans
                  individually and in the aggregate satisfied the requirements
                  of section 415 of the Code for all limitation years beginning
                  before January 1, 1983.

            (vii) DEFINED CONTRIBUTION FRACTION: means a fraction, the numerator
                  of which is the sum of the annual additions to the
                  Participant's account under all the defined contribution plans
                  (whether or not terminated) maintained by a Company for the
                  current and all prior limitation years, and the denominator of
                  which is the sum of the maximum aggregate amounts for the
                  current and all prior limitation years of employment with the
                  Employer (regardless of whether a defined contribution plan
                  was maintained by a Company).

                  The maximum aggregate amount in any limitation year is the
                  lesser of (i) 125 percent of the Dollar Limitation in effect
                  under section 415(c)(1)(A) of the Code; or (ii) 35 percent of
                  the Participant's Compensation for such year.

                  If the Employee was a participant in one or more defined
                  contribution plans maintained by a Company which were in
                  existence on July 1, 1982, the numerator of this fraction
                  shall be adjusted if the sum of this fraction and the defined
                  benefit fraction would otherwise exceed 1.0 under the

                                       72
<PAGE>

                  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 and (2) the denominator of this fraction, will be
                  permanently subtracted from the numerator of this fraction.
                  The adjustment is calculated using the fractions as they would
                  be computed as of the end of the last limitation year
                  beginning before January 1, 1983.

           (viii) HIGHEST AVERAGE COMPENSATION: means the average Compensation
                  for the three consecutive Years of Credited Service with a
                  Company that produce the highest average. If the Participant
                  has fewer than three consecutive Years of Credited Service,
                  use the average Compensation for the Participant's actual
                  number of consecutive years of employment with a Company.

            (ix)  LIMITATION YEAR: means the Plan Year.

            (x)   NON-ANNUITY BENEFIT FORM: means a benefit, whether a normal
                  form or an optional form, which is not payable in a straight
                  life annuity for the life of the Participant.

            (xi)  PROJECTED ANNUAL BENEFIT: means the annual benefit to which
                  the Participant would be entitled under the terms of the Plan
                  assuming (i) the Participant will continue employment until
                  Normal Retirement Age under the Plan (or current age, if
                  later), and (ii) the Participant's Compensation for the
                  current limitation year and all other relevant factors used to
                  determine benefits under the Plan will remain constant for all
                  future limitation years.

            (xii) SOCIAL SECURITY RETIREMENT AGE: means the age used as the
                  retirement age for a Participant under Section 216(l) of the
                  Federal 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.

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<PAGE>

                                   ARTICLE 15.
                                    SCHEDULES

      15.1. PURPOSE. A Participant's Prior Plan Accrued Benefit, if any, shall
be determined in accordance with the applicable attached Schedule. The Schedules
are intended to supplement the Plan.

      IN WITNESS WHEREOF, the Fisher Scientific International Inc. Retirement
Plan is executed on this 22nd day of February, 2002.

                                         FISHER SCIENTIFIC INTERNATIONAL INC.

                                         By: /s/  Todd M. DuChene
                                             ___________________________________

                                         Title: Vice President, General Counsel
                                                ________________________________

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