<PAGE>

                                                                   EXHIBIT 10.48

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                         SAVINGS AND PROFIT SHARING PLAN

                                                                 JANUARY 1, 1999

<PAGE>

<TABLE>
<S>                                                                         <C>
INTRODUCTION ............................................................   1
ARTICLE 1. DEFINITIONS...................................................   2
     1.1.  Account Balance or Account....................................   2
     1.2.  Act ..........................................................   2
     1.3.  Administrative and Investment Committee or Committee..........   2
     1.4.  Affiliate.....................................................   2
     1.5.  After-Tax Contributions.......................................   2
     1.6.  After-Tax Contribution Account................................   2
     1.7.  Basic Employee Contributions..................................   2
     1.8.  Basic Matching Contributions..................................   3
     1.9.  Before-Tax Contributions......................................   3
     1.10. Before-Tax Contribution Account...............................   3
     1.11. Beneficiary...................................................   3
     1.12. Board of Directors............................................   3
     1.13. Business Unit.................................................   3
     1.14. Code .........................................................   3
     1.15. Company.......................................................   3
     1.16. Compensation..................................................   3
     1.17. DEC Account...................................................   4
     1.18. Discretionary Contributions...................................   4
     1.19. Effective Date................................................   4
     1.20. Eligible Employee.............................................   4
     1.21. Eligibility Service...........................................   4
     1.22. Employee......................................................   5
     1.23. Fisher........................................................   5
     1.24. Highly Compensated Employee...................................   5
     1.25. Hour of Service...............................................   6
     1.26. Investment Fund...............................................   7
     1.27. Limitation Year...............................................   7
     1.28. Matching Account..............................................   7
     1.29. Nonelective Contributions.....................................   7
     1.30. Nonelective Contribution Account..............................   7
     1.31. Nonhighly Compensated Employee................................   7
     1.32. Normal Retirement Age.........................................   7
     1.33. Normal Retirement Date........................................   7
     1.34. Participant...................................................   7
     1.35. Plan .........................................................   7
     1.36. Plan Year.....................................................   7
     1.37. Qualified Domestic Relations Order............................   8
     1.38. Retirement Contributions......................................   8
     1.39. Retirement Contribution Account...............................   8
     1.40. Retirement Member.............................................   8
</TABLE>

                                        i
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                               TABLE OF CONTENTS
                                   CONTINUED

<TABLE>
<CAPTION>
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<S>                                                                         <C>
     1.41. Rollover Account..............................................    8
     1.42. Rollover Contribution.........................................    8
     1.43. Service.......................................................    8
     1.44. Severance of Service..........................................    9
     1.45. Supplemental Employee Contributions...........................   10
     1.46. Totally and Permanently Disabled..............................   10
     1.47. Trust ........................................................   10
     1.48. Trustee.......................................................   10
     1.49. Valuation Date................................................   10
     1.50. Year of Service...............................................   10
ARTICLE 2. Eligibility and Participation.................................   11
     2.1.  Time of Participation.........................................   11
     2.2.  Change in Status..............................................   11
ARTICLE 3. Contributions.................................................   12
     3.1.  Employee Contributions........................................   12
     3.2.  Company Contributions.........................................   13
     3.3.  Makeup Contributions..........................................   14
     3.4.  401(k) Plan Nondiscrimination Testing.........................   14
     3.5.  Rollover Contributions........................................   14
     3.6.  Method and Time for Payment of Contributions..................   14
     3.7.  Contribution Due to Mistake of Fact...........................   15
     3.8.  Nondeductible Overpayment.....................................   15
     3.9.  Individual Accounting.........................................   15
ARTICLE 4. Contribution Allocations and Vesting..........................   16
     4.1.  Employee Contributions........................................   16
     4.2.  Company Contributions.........................................   16
     4.3.  Allocation of Rollover Contribution...........................   17
     4.4.  Limitation on Annual Additions................................   18
ARTICLE 5. Valuation of Fund and Allocation of Gains and Losses..........   23
     5.1.  Valuation of Fund.............................................   23
     5.2.  Allocation of Gains and Losses................................   23
     5.3.  Daily Valuation...............................................   23
ARTICLE 6. Payment of Benefits...........................................   25
     6.1.  Distribution of Benefits......................................   25
     6.2.  Amount and Time of Payment....................................   25
     6.3.  Method of Payment.............................................   25
     6.4.  Small Benefit Payments........................................   25
     6.5.  Minimum Distribution Rules....................................   26
     6.6.  Special Rule Applicable to Installment Payments...............   27
     6.7.  Vesting.......................................................   27
</TABLE>

                                       ii
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                               Table of Contents
                                   Continued

<TABLE>
<CAPTION>
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<S>                                                                                             <C>
     6.8.   Forfeiture of Nonvested Portion of Account Balance.................................  28
     6.9.   Election of Direct Rollover........................................................  28
     6.10.  Qualified Domestic Relations Order Payments........................................  29
     6.11.  Nonforfeitability..................................................................  29
     6.12.  Reemployment.......................................................................  30
ARTICLE 7.  Death Benefits.....................................................................  31
     7.1.   Death Benefits.....................................................................  31
     7.2.   Designation of Beneficiary.........................................................  31
     7.3.   Method of Payment..................................................................  31
ARTICLE 8.  Withdrawals By Participants........................................................  33
     8.1.   General Rule for Withdrawals.......................................................  33
     8.2.   Withdrawals from Pre-1987 After-Tax Contribution Account...........................  33
     8.3.   Non-Hardship Distribution..........................................................  33
     8.4.   Hardship Withdrawals from After-Tax Contribution Account and Matching Account for
            Participants with Less Than Five Years of Service..................................  34
     8.5.   Hardship Distribution from Before-Tax Contribution Account.........................  35
     8.6.   Withdrawal from Rollover Account...................................................  36
     8.7.   Withdrawal from Before-Tax Contribution............................................  36
     8.8.   Withdrawal from the DEC Account....................................................  36
     8.9.   Limitations on Withdrawals.........................................................  37
ARTICLE 9.  Plan Loans.........................................................................  38
     9.1.   Authority to Make Loans............................................................  38
     9.2.   Loan Term..........................................................................  38
     9.3.   Repayment..........................................................................  38
     9.4.   Statutory Loan Maximum.............................................................  38
     9.5.   Statutory Loan Maximum.............................................................  38
     9.6.   Direct Investment..................................................................  39
     9.7.   Miscellaneous......................................................................  39
     9.8.   Authority to Modify or Suspend.....................................................  40
ARTICLE 10. Plan Administration................................................................  41
     10.1.  Establishment of the Administrative and Investment Committee.......................  41
     10.2.  Powers of the Administrative and Investment Committee..............................  41
     10.3.  Duties of the Administrative and Investment Committee..............................  42
     10.4.  Actions by the Committee or a Subcommittee.........................................  43
     10.5.  Action Taken in Good Faith.........................................................  43
     10.6.  Indemnification....................................................................  43
     10.7.  Benefit Application and Claims Procedure...........................................  43
     10.8.  Responsibilities of Named Fiduciaries Other than the Committee.....................  45
     10.9.  Allocation of Responsibilities.....................................................  45
</TABLE>

                                       iii
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                               Table of Contents
                                   Continued

<TABLE>
<CAPTION>
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<S>                                                                                             <C>
     10.10. Designation of Persons to Carry Out Responsibilities of Named Fiduciaries.........   45
ARTICLE 11. Plan Amendment or Termination.....................................................   46
     11.1.  Amendment of Plan.................................................................   46
     11.2.  Termination From Plan by a Company................................................   46
     11.3.  Vesting Upon Plan Termination.....................................................   47
     11.4.  Merger............................................................................   47
     11.5.  Company Acquisitions..............................................................   47
ARTICLE 12. Trust Fund and the Trustee........................................................   48
     12.1.  Trusts and Trustee................................................................   48
     12.2.  Contributions to the Trust........................................................   48
     12.3.  Participant Directed Investment...................................................   48
ARTICLE 13. Adoption of Plan by Affiliates....................................................   49
ARTICLE 14. Miscellaneous.....................................................................   50
     14.1.  Limitation of Assignment..........................................................   50
     14.2.  Legally Incompetent Distributee...................................................   50
     14.3.  Unclaimed Payments................................................................   50
     14.4.  Notification of Addresses.........................................................   50
     14.5.  Notice of Proceeding and Effect of Judgment.......................................   50
     14.6.  Severability......................................................................   51
     14.7.  Prohibition Against Diversion.....................................................   51
     14.8.  Limitation of Rights..............................................................   51
     14.9.  Controlling Law...................................................................   51
     14.10. Payment of Expenses...............................................................   51
     14.11. Errors in Payment.................................................................   51
     14.12. USERRA and Code Section 414(u) Compliance.........................................   51
ARTICLE 15. Special Provisions Relating To Retirement Members.................................   53
     15.1.  Participation in the Plan as a Retirement Member..................................   53
     15.2.  Retirement Contributions..........................................................   53
ARTICLE 16. Top-Heavy Provisions..............................................................   55
     16.1.  Applicability of this Article.....................................................   55
     16.2.  Top-Heavy and Super Top-Heavy Determination.......................................   55
     16.3.  Computation of the Aggregate of the Account Balances..............................   55
     16.4.  Required Aggregation of Plans.....................................................   56
     16.5.  Permissive Aggregation of Plans...................................................   57
     16.6.  Special Rules of Top-Heavy Plans and Super Top-Heavy Plans........................   57
     16.7.  Special Definitions...............................................................   59
</TABLE>

                                       iv
<PAGE>

            Schedule A  PARTICIPATION BY UNION EMPLOYEES
            Schedule B  401(K) PLAN NONDISCRIMINATION TESTING
            Schedule C  SPECIAL RULES RELATING TO CERTAIN FORMER BAYER EMPLOYEES
            Schedule D  SPECIAL PROVISIONS RELATING TO CERTAIN EMPLOYEES
            Schedule E  ADMINISTRATIVE AND INVESTMENT COMMITTEE
            Schedule F  SUBCOMMITTEES
            Schedule G  RECORDKEEPER
            Schedule H  TRUSTEE
            Schedule I  PARTICIPATING COMPANIES

                                       v
<PAGE>

                                  INTRODUCTION

      The Fisher Scientific International Inc. Savings and Profit Sharing Plan
(the "Plan") is an individual account plan within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("Act") and the Internal
Revenue Code of 1986, as amended ("Code") which is hereby amended and restated
effective January 1, 1999 (except where a different effective date applies).

      The Plan, originally adopted effective as of January 1, 1988, (formerly
known as the Fisher Scientific Group Inc. Savings Plan) was last restated as of
July 1, 1997, and has since that date been amended. The Hamilton Scientific Inc.
Profit Sharing Plan (formerly known as the HI Holdings Inc. Profit Sharing Plan)
was merged into the Plan effective as of April 1, 1994. Certain assets and
liabilities were transferred from the Williams & Watts, Inc. Savings and
Investment Retirement Plan (also known as the Williams & Watts, Inc. Savings and
Investment Plan and the W & W Logistics, Inc. Savings and Investment Retirement
Plan) to the Plan effective October 1, 1994. Effective July 1, 1997, the Curtin
Matheson Scientific Savings Incentive Plan (formerly the Fisons Scientific
Equipment Savings Incentive Plan) was merged into the Plan. In addition,
effective March 1, 2000, the Bayer Corporation Employee Savings Plan was merged
into the Plan.

      The benefits and rights of employees whose employment terminated prior to
the effective date of this amendment and restatement of the Plan shall be
determined under the terms of this restated Plan unless otherwise specified in
this Plan.

      The purpose of the Plan is to encourage eligible employees to accumulate
savings for retirement, to further their financial independence by affording
them an opportunity to make systematic contributions to the Plan, supplemented
by contributions made by the participating companies.

      The Plan is intended to comply with the requirements of the Act and with
the qualification requirements of Section 401(a) of the Code. Furthermore, the
Plan is intended to be a profit sharing plan that includes a qualified cash or
deferred arrangement within the meaning of Section 401(k) of the Code.
Contributions may be made to the Plan without regard to current or accumulated
profits of any participating company.

<PAGE>

                                   ARTICLE 1.

                                   DEFINITIONS

      Whenever the following capitalized terms are used in this Plan, they have
the meanings specified below. Other words and phrases may be used in the Plan,
which are not defined in this Article 1, but, for convenience, are defined when
introduced in the text.

      1.1. ACCOUNT BALANCE OR ACCOUNT means the total amount credited to a
Participant's Before-Tax Contribution Account, After-Tax Contribution Account,
Matching Account, Nonelective Contribution Account, Retirement Contribution
Account, Rollover Account and DEC Account. Where the balance in a Participant's
Account is to be determined as of a given Valuation Date, such balance shall be
determined after all adjustments and allocations for the Valuation Date have
been made.

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

      1.3. 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 of
Fisher to serve at its pleasure.

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

      1.5. AFTER-TAX CONTRIBUTIONS mean a Participant's contributions, which
were made to the Plan in accordance with Section 3.1(b), which are subject to
federal income tax.

      1.6. AFTER-TAX CONTRIBUTION ACCOUNT means the account maintained for a
Participant, which is funded by the Participant's After-Tax Contributions.

      1.7. BASIC EMPLOYEE CONTRIBUTIONS means the sum of a Participant's
After-Tax Contributions and Before-Tax Contributions made for any period of time
specified

                                       2
<PAGE>

by the Committee, but in no event greater than 8% of the Compensation
attributable to such period.

      1.8. BASIC MATCHING CONTRIBUTIONS mean the Company contributions made
pursuant to Section 3.2(a) and allocated to the Participant's Matching Account
in accordance with Section 4.2(a).

      1.9. BEFORE-TAX CONTRIBUTIONS mean the amounts deferred from Compensation
pursuant to a Participant's election which are contributed by the Company to
this Plan under Section 3.1(a) and which are not subject to federal income tax
because they are deferred by the Participant under Code Section 401(k).

      1.10. BEFORE-TAX CONTRIBUTION ACCOUNT means the account maintained for a
Participant, which is funded by the Participant's Before-Tax Contributions.

      1.11. BENEFICIARY means the person, persons, or entity designated by the
Participant to receive any death benefit that becomes payable under the Plan.

      1.12. BOARD OF DIRECTORS means the Board of Directors of the Company.

      1.13. BUSINESS UNIT means a segment of the business, whether or not
incorporated, of Fisher and the controlled group (as defined in Code Section
414(b) and (c)) of which it is a member that separately reports profits and
losses to Fisher. For purposes of this Plan, Fisher's corporate headquarters is
treated as a Business Unit and individuals in the corporate headquarters may be
designated by the Committee as part of the corporate headquarters Business Unit
or another Business Unit.

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

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

      1.16. COMPENSATION means for a calendar year the amount paid to a
Participant by a Company during the year 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 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

                                       3
<PAGE>

includible in the gross income of the Participant under Code Sections 125,
401(k), 402(e)(3) or 402(h).

      Compensation shall be limited to $160,000 annually and shall be adjusted
for increases in the cost of living in accordance with Code Section
401(a)(17)(B), ("Section 401(a)(17)(B) limit"). The Committee may, in its sole
discretion, limit the Compensation to which a Participant's election applies
under Section 3.1 to comply with the Section 401(a)(17)(B) limit.

      For plan years beginning on and after January 1, 2001, Compensation shall
include elective amounts that are not includible in the gross income of the
Employee by reason of Code Section 132(f)(4).

      1.17. DEC ACCOUNT means the amount attributable to qualified deductible
employee contributions made pursuant to Code Section 219(e) in Plan Years prior
to 1987.

      1.18. DISCRETIONARY CONTRIBUTIONS mean the Company contributions made
pursuant to Section 3.2(b) and allocated to the Participant's Matching Account
in accordance with 4.2(b).

      1.19. EFFECTIVE DATE means January 1, 1999.

      1.20. 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, or (b) a leased employee within the meaning of Code Section
414(n)(2). 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 A.

      1.21. 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

            (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 or her employment or reemployment
                  with a Company.

                                       4
<PAGE>

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 1.25, 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.

      1.22. 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 Code Section 414(n)(2) with respect to a Company. 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.

      Notwithstanding the foregoing, a leased employee within the meaning of
Code Section 414(n)(2) shall not be treated as an Employee of the Company if
such leased employees do not constitute more than 20% of the non-highly
compensated work force of the Company and Affiliates within the meaning of Code
Section 414(n)(5)(C)(ii) and those leased employees are covered by a plan
described in Code Section 414(n)(5).

      1.23. FISHER means Fisher Scientific International Inc. and any successor
thereto.

      1.24. HIGHLY COMPENSATED EMPLOYEE means an Employee who:

            (a)   is a 5 percent owner at any time during the year or the
                  preceding year; or

            (b)   received compensation during the preceding year from the
                  Company in excess of $80,000 (as adjusted pursuant to Code
                  Section 415(d)).

                                       5
<PAGE>

      A former Employee shall be treated as a Highly Compensated Employee if
such Employee was a Highly Compensated Employee when such Employee separated
from service, or such Employee was a Highly Compensated Employee at any time
after attaining age 55.

      The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group,
and the compensation that is considered, will be made in accordance with Code
Section 414(q) and the regulations thereunder.

      1.25. 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 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 Code Section 414(u)(5)) 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).

                                       6
<PAGE>

            (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.

      1.26. INVESTMENT FUND means any of the funds in which Accounts may be
invested in accordance with the provisions of Section 12.3.

      1.27. LIMITATION YEAR means the calendar year.

      1.28. MATCHING ACCOUNT means the account maintained for a Participant
which is funded by Matching Contributions and Discretionary Contributions. The
Matching Account shall have a subaccount for Matching Contributions and a
subaccount for Discretionary Contributions.

      1.29. NONELECTIVE CONTRIBUTIONS mean the Company contributions made
pursuant to Section 3.2(d) and allocated to the Participant's Nonelective
Contribution Accounts in accordance with Section 4.2(d).

      1.30. NONELECTIVE CONTRIBUTION ACCOUNT means the account maintained for a
Participant which is funded by Nonelective Contributions made on behalf of a
Participant.

      1.31. NONHIGHLY COMPENSATED EMPLOYEE means an Employee who is not a Highly
Compensated Employee.

      1.32. NORMAL RETIREMENT AGE means a Participant's 65th birthday.

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

      1.34. PARTICIPANT means any Eligible Employee who has met the service
required in Article 2 for so long as he or she has a vested Account Balance in
the Plan. Notwithstanding the foregoing, an Eligible Employee who has met the
service required in Article 2 and who elects not to contribute to the Plan shall
be treated as a Participant for purposes of Articles 4 and 16 and Schedule B.

      1.35. PLAN means this plan document (including all Schedules).

      1.36. PLAN YEAR means the calendar year.

                                       7

<PAGE>

      1.37. QUALIFIED DOMESTIC RELATIONS ORDER means a judgment, decree, or
order relating to the provision of child support, alimony payments, or marital
property rights, to a spouse, former spouse, child or other dependent, made
pursuant to a state domestic relations law, which creates or recognizes the
existence of an alternate payee's right to receive all or a portion of the
benefits payable with respect to a Participant under a Plan, as described in
Code Section 414(p). 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 with the
order.

      1.38. RETIREMENT CONTRIBUTIONS mean contributions made to the Plan by the
Company pursuant to Section 15.2 of the Plan.

      1.39. RETIREMENT CONTRIBUTION ACCOUNT means, for any Participant, that
portion of the assets of the Trust attributable to Retirement Contributions and
credited to such Participant's Account.

      1.40. RETIREMENT MEMBER means an Employee or former Employee who has an
interest in a Retirement Contribution Account established for such Eligible
Employee in accordance with Article 15.

      1.41. ROLLOVER ACCOUNT means the account maintained for a Participant
which is funded by the Rollover Contributions made pursuant to Section 3.5.

      1.42. ROLLOVER CONTRIBUTION means the amount rolled over to the Plan by
the Participant or the amount transferred to the Plan from another plan
qualified under Code Section 401(a) or from an individual retirement account
(IRA) and allocated to the Participant's Rollover Account.

      1.43. 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 credit 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 14.12.

                                       8

<PAGE>

      1.44. SEVERANCE OF SERVICE means on the earlier of:

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

            (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 being
                  Totally and Permanently Disabled 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:

            (d)   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.

            (e)   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.

            (f)   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

                                       9

<PAGE>

                  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.

      1.45. SUPPLEMENTAL EMPLOYEE CONTRIBUTIONS mean the Participant's After-Tax
Contributions and Before-Tax Contributions made for any period of time specified
by the Committee in excess of 8% of Compensation attributable to such period,
which are not matched by Company contributions.

      1.46. 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 while the Participant is
employed by a Company.

      1.47. TRUST means the assets of the Plan held by the Trustee.

      1.48. TRUSTEE means the person, persons, bank, and/or other entity
selected by the Board to hold the assets of the Trust in accordance with Article
12.

      1.49. VALUATION DATE means the date as of which the Trust and the
Participants' Account Balances are valued. In accordance with the accounting
method chosen by the Committee, Valuation Date shall mean:

            (a)   for the daily valuation method of accounting, each business
                  day of the Plan Year, or

            (b)   for monthly valuations, the last day of each calendar month,

            (c)   for quarterly valuations, the last day of each calendar
                  quarter.

      1.50. 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.

                                       10

<PAGE>

                                    ARTICLE 2.

                          ELIGIBILITY AND PARTICIPATION

      2.1. TIME OF PARTICIPATION.

            (a)   INITIAL ELIGIBILITY. An Eligible Employee may become a
                  Participant in the Plan as of the first day 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 following
                        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
participating in this Plan or becoming a member of a collective bargaining unit
whose members do not participate in the Plan.

                                       11

<PAGE>

                                    ARTICLE 3.

                                  CONTRIBUTIONS

      3.1. EMPLOYEE CONTRIBUTIONS.

            (a)   BEFORE-TAX CONTRIBUTIONS. A Participant may elect to make
                  Before-Tax Contributions on a form provided by the Committee.
                  A Participant may elect a deferral of cash Compensation
                  otherwise payable to such Participant, in a whole percentage
                  selected by the Participant which may not be less than 1% of
                  Compensation and which may not exceed the lesser of (i) 15% of
                  Compensation, or (ii) $10,000 (adjusted from time to time for
                  increases in the cost-of-living made pursuant to Code Section
                  402(g)(5)) ("Section 402(g) limit").

            (b)   AFTER-TAX CONTRIBUTIONS. A Participant may elect to make
                  After-Tax Contributions on a form provided by the Committee. A
                  Participant may contribute cash Compensation otherwise payable
                  to such Participant, in a whole percentage selected by the
                  Participant which may not be less than 1% of Compensation and
                  which may not exceed 15% of Compensation.

            (c)   AGGREGATE LIMIT ON BEFORE-TAX AND AFTER-TAX CONTRIBUTIONS. In
                  addition to the limitations described in paragraphs (a) and
                  (b), the total amount of Before-Tax and After-Tax
                  Contributions shall not exceed 15% of Compensation. Also, the
                  Committee may limit the Before-Tax and After-Tax Contributions
                  of Highly Compensated Employees in any manner under rules
                  uniformly applied to all Highly Compensated Employees.

            (d)   CHANGE IN PARTICIPANT'S ELECTION. A Participant may change his
                  contribution election at such times permitted in accordance
                  with procedures and rules established by the Committee and/or
                  the Trustee governing the manner and method in which such
                  changes may occur.

            (e)   SPECIAL RULE FOR PARTICIPANTS WHO EXCEED THE SECTION 402(g)
                  LIMIT. If a Participant has elected Before-Tax Contributions
                  and such contributions cease because of the Section 402(g)
                  limit, any amount in excess of that limit, taking into account
                  only

                                       12

<PAGE>

                  Compensation up to the Section 401(a)(17)(B) limit, will be
                  treated as an After-Tax Contribution.

            (f)   SPECIAL RULE FOR PARTICIPANTS MAKING CONTRIBUTIONS FROM
                  SEVERANCE OR SEPARATION PAY. If a Participant who is making
                  After-Tax or Before-Tax Contributions from severance or
                  separation pay, elects a distribution of his or her vested
                  Account Balance under Article 6, the Participant's right to
                  make contributions under Section 3.1 ceases and may not be
                  reinstated unless the Participant is reemployed by a Company.

            (g)   SPECIAL RULE FOR ELECTIONS MADE THROUGH VOICE RESPONSE UNIT.
                  In the event that contribution elections are automated through
                  a voice response unit or similar automated method provided by
                  the Plan's recordkeeper, an election form will not be
                  required.

      3.2. COMPANY CONTRIBUTIONS.

            (a)   MATCHING CONTRIBUTIONS. The Company shall make contributions
                  on behalf of each Participant who is an Eligible Employee in
                  an amount equal to 25% of the portion of the amount
                  contributed under Section 3.1 which does not exceed the
                  Employee's Basic Contributions, as defined in Section 1.7, for
                  a month or other period designated by the Committee.

            (b)   DISCRETIONARY CONTRIBUTIONS. During a Plan Year, in the sole
                  discretion of and in the amount determined by the Committee
                  (whether lump sum or a percentage of Participants' Basic
                  Employee Contributions), a Company or Business Unit may make
                  one or more Discretionary Contributions. A Discretionary
                  Contribution for a Plan Year may be made at any time for all
                  or a designated portion of the Plan Year. Discretionary
                  Contributions may only be made in cash.

            (c)   EXCEPTION FOR UNION MEMBERS. Notwithstanding paragraphs (a)
                  and (b), no Company contributions shall be made under this
                  section on behalf of a Participant who is a member of a union
                  listed in Schedule A unless a match is specifically designated
                  for such union member in Schedule A.

            (d)   NONELECTIVE CONTRIBUTIONS. The Company may make qualified
                  Nonelective Contributions as defined in Code Section
                  401(m)(4)(C), to the extent necessary to satisfy the

                                       13

<PAGE>

                  nondiscrimination tests described in Schedule B of the Plan.
                  The Company shall not be required to make a Nonelective
                  Contribution for any Plan Year, and the Committee shall have
                  sole discretion to determine whether any such contribution
                  shall be made for a Plan Year.

      3.3. MAKEUP CONTRIBUTIONS. In addition to other Company contributions
described in this Article, the Company may make special makeup contributions to
the Plan, if necessary. A makeup contribution is necessary if a Participant's or
Beneficiary's Account must be reinstated according to Section 6.12 or if a
mistake or omission in allocating contributions is discovered and cannot be
corrected by revising prior allocations.

      3.4. 401(k) PLAN NONDISCRIMINATION TESTING. The Plan will satisfy the
nondiscrimination testing set out in Schedule B.

      3.5. ROLLOVER CONTRIBUTIONS. An Eligible Employee may transfer to the Plan
and Trust all or any portion of the amount received by the Employee from another
tax-qualified plan and trust under Code Section 401 (a) that constitutes a
qualifying rollover distribution under Code Section 402(c), excluding any
portion of such distribution representing non-deductible employee contributions,
provided that the amount is at least $500. Any such rollover shall be completed
within sixty (60) days of the Employee's receipt of the qualifying rollover
distribution.

      An Eligible Employee may transfer to the Plan and Trust all of the money
or other property in an individual retirement account or annuity which contains
only those amounts described above plus earnings thereon.

      The Rollover Contribution must be in cash and must meet all applicable
rollover or plan to plan transfer requirements under the Code. Acceptance by the
Plan and Trust of any rollover or direct transfer shall not constitute, or be
construed to be, a determination of the Committee of the tax consequences to the
Participant of the rollover or direct transfer.

      3.6. METHOD AND TIME FOR PAYMENT OF CONTRIBUTIONS.

            (a)   It is the intent of the Committee to pay Before-Tax
                  Contributions and After-Tax Contributions to the Trustee in
                  accordance with Department of Labor regulations.

            (b)   All other contributions shall be paid to the Trustee no later
                  than the time prescribed by law (including extensions thereof)
                  for filing the Company's federal income tax return for the
                  fiscal year ending with or within the Plan Year for which the
                  contribution is made.

                                       14

<PAGE>

      3.7. CONTRIBUTION DUE TO MISTAKE OF FACT. If a contribution was made due
to a mistake of fact, the amount attributable to the mistake of fact (unadjusted
for earnings attributable to the mistaken amount but reduced for any losses
attributable to the mistaken amount) may revert to the Company within a one (1)
year period after it was contributed. If such reversion does not occur within
such one (1) year period, such mistaken amount shall be held in a suspense
account (with no adjustment made for gains, losses or interest), and such
mistaken amount shall be applied against future Company contributions until it
has been fully used.

      3.8. NONDEDUCTIBLE OVERPAYMENT. All contributions to the Plan are
conditioned on their deductibility under Code Section 404. If a nondeductible
overpayment is made by the Company, such overpayment may revert to the Company
within a one (1) year period, unadjusted for earnings attributable to the
overpayment, but reduced for any losses attributable to the overpayment. If a
nondeductible overpayment does not revert within such one (1) year period, such
overpayment shall be held in a suspense account (with no adjustment for gains,
losses or interest), and such overpayment shall be applied against future
Company contributions until it has been fully used.

      3.9. INDIVIDUAL ACCOUNTING. The Committee shall establish and maintain
adequate records disclosing the separate proportionate interest of each
Participant in the Trust.

                                       15

<PAGE>

                                   ARTICLE 4.

                      CONTRIBUTION ALLOCATIONS AND VESTING

      4.1. EMPLOYEE CONTRIBUTIONS.

            (a)   ALLOCATION OF BEFORE-TAX CONTRIBUTIONS. Before-Tax
                  Contributions made by the Company pursuant to the
                  Participant's election under Section 3.1(a) will be allocated
                  to the Before-Tax Contribution Account of the Participant on
                  whose behalf they are made.

            (b)   ALLOCATION OF AFTER-TAX CONTRIBUTIONS. After-Tax Contributions
                  made by the Company pursuant to the Participant's election
                  under Section 3.1(b) will be allocated to the After-Tax
                  Contribution Account of the Participant on whose behalf they
                  are made.

      4.2. COMPANY CONTRIBUTIONS.

            (a)   ALLOCATION OF BASIC MATCHING CONTRIBUTIONS. Basic Matching
                  Contributions made pursuant to Section 3.2(a) will be
                  allocated to the Matching Account of the Participant on whose
                  behalf they are made, at least annually.

            (b)   ALLOCATION OF DISCRETIONARY CONTRIBUTIONS. Discretionary
                  Contributions made pursuant to Section 3.2(b) will be
                  allocated to the Matching Accounts of those Participants who
                  made Basic Employee Contributions during the designated
                  portion of the Plan Year to which the Discretionary
                  Contribution relates. The amount of Discretionary Contribution
                  allocated to a Participant will be equal to the product
                  obtained by multiplying the amount of the Discretionary
                  Contribution by a fraction

                  (i)   the numerator of which is the total amount of the Basic
                        Employee Contributions made by a Participant during the
                        period for which the Discretionary Contribution is made,
                        and

                  (ii)  the denominator of which is the total amount of the
                        Basic Employee Contributions made by all Participants
                        during the period for which the Discretionary
                        Contribution is made.

                                       16

<PAGE>

                  If a separate Discretionary Contribution is made by a Business
                  Unit and is designated solely for the Participants related to
                  that Business Unit then a separate allocation of such
                  Discretionary Contribution shall be made by applying this
                  paragraph (b) on the basis of such Business Unit's
                  Participants. Discretionary Contributions will be allocated,
                  at the discretion of the Committee, annually or for another
                  period of time specified by the Committee.

                  Notwithstanding the foregoing, a Participant must be actively
                  employed or still receiving Compensation during the last month
                  of the period to which a Discretionary Contribution relates to
                  receive an allocation of that Discretionary Contribution. If
                  an allocation is made on a Business Unit basis, a Participant
                  must be actively employed in that Business Unit or still
                  receiving Compensation which is a cost to the Business Unit
                  during the last month of the period to which the Discretionary
                  Contribution relates.

            (c)   EXCEPTION FOR UNION MEMBERS. Notwithstanding paragraphs (a)
                  and (b), no Company or Business Unit contribution shall be
                  allocated to a Participant who is a member of a union listed
                  in Schedule A, except as specified in Schedule A.

            (d)   ALLOCATION OF NONELECTIVE CONTRIBUTIONS. If the Company elects
                  to make Nonelective Contributions for a Plan Year, such
                  Nonelective Contributions shall be allocated to the
                  Nonelective Contribution Account of each Participant. At the
                  discretion of the Committee, such allocation shall be made (i)
                  in the ratio that the Compensation of each such Participant
                  for the Plan Year bears to the total Compensation of all such
                  Participants for the Plan Year, (ii) in equal dollar amounts,
                  or (iii) using another method of allocation selected by the
                  Committee. The Committee in its sole discretion, may limit the
                  allocation of Nonelective Contributions to Nonhighly
                  Compensated Employees or to a specific group of Nonhighly
                  Compensated Employees.

            (e)   ALLOCATION OF MAKEUP CONTRIBUTIONS. A contribution made
                  pursuant to Section 3.3 will be allocated in accordance with
                  the Committee's direction to reinstate a former Participant's
                  Account or as necessary to correct a mistake or omission.

      4.3. ALLOCATION OF ROLLOVER CONTRIBUTION. A Rollover Contribution made by
a Participant will be allocated to the Participant's Rollover Account.

                                       17

<PAGE>

      4.4. LIMITATION ON ANNUAL ADDITIONS.

            (a)   DEFINITIONS. The following terms used in this section shall
                  have the following meanings:

                  (i)   The term "Annual Addition" means the sum of (1) the
                        Employer contributions under the Plan (including
                        elective deferrals to a 401(k) plan) credited to a
                        Participant for any Limitation Year, (2) forfeitures
                        credited to a Participant for any Limitation Year, (3)
                        the Participant's own contributions for any Limitation
                        Year, and (4) amounts described in Section 415(l)(1) and
                        Section 419A(d)(2) of the Code.

                  (ii)  The term "Dollar Limitation" means $30,000, as adjusted
                        pursuant to Code Section 415(d).

                  (iii) The term "Compensation" will have a meaning determined
                        as follows:

                        (1)   "Compensation" will mean a Participant's earned
                              income (in the case of a self-employed
                              individual), wages, salaries, and fees for
                              professional services and other amounts received
                              for personal services actually rendered in the
                              course of employment with the Company (including,
                              but not limited to, commissions paid to salesmen,
                              compensation for services on the basis of a
                              percentage of profits, commissions on insurance
                              premiums, tips, bonuses, fringe benefits, and
                              reimbursements or other expense allowances under a
                              nonaccountable plan as described Section 1.62-2(c)
                              of the income tax regulations), but excluding the
                              following:

                              (a)   Company contributions to a plan of deferred
                                    compensation which are not includible in the
                                    Employee's gross income for the taxable year
                                    in which contributed, Company contributions
                                    under a simplified employee pension plan to
                                    the extent such contributions are deductible
                                    by the Employee, or any distributions from a
                                    plan of deferred compensation;

                                       18

<PAGE>

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

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

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

                        (2)   Compensation for a Limitation Year is the
                              Compensation actually paid or includible in gross
                              income during such year. For Limitation Years
                              beginning after December 31, 1997, Compensation
                              paid or made available will include any elective
                              deferrals (as defined in Section 402(g)(3) of the
                              Code), and any amount which is (A) contributed or
                              deferred by the Employer at the election of the
                              Employee, and (B) not includable in the gross
                              income of the Employee by reason of Section 125 or
                              Section 457 of the Code.

                        (3)   For limitation years beginning on and after
                              January 1, 2001, for purposes of applying the
                              limitations described in this Section 4.4,
                              Compensation paid or made available during such
                              limitation years shall include elective amounts
                              that are not includible in the gross income of the
                              employee by reason of Code Section 132(f)(4).

                                       19

<PAGE>

            (b)   Limitation on Maximum Annual Additions.

                  (i)   Notwithstanding any provision of the Plan to the
                        contrary, the Annual Additions credited to a
                        Participant's Account in any Limitation Year shall not
                        exceed the lesser of the Dollar Limitation in effect for
                        the Limitation Year or twenty-five percent (25%) of the
                        Participant's Compensation for such Limitation Year.

                  (ii)  If as a result of a reasonable error in estimating a
                        Participant's Compensation, or under other circumstances
                        approved by the Commissioner of Internal Revenue, this
                        limitation is exceeded, the Committee shall (1) apply
                        the provisions of any other plans to the extent that
                        such provisions would reduce the excess amount in the
                        Participant's Account, (2) distribute Before-Tax
                        Contributions made for the year to the extent that the
                        distribution would reduce the excess amount in the
                        Participant's Account, (3) hold any excess from the
                        Matching Account in a suspense account and use it to
                        reduce such Participant's Matching Contribution in the
                        following Limitation Year (and succeeding Limitation
                        Years) if such Participant is still covered under the
                        Plan, and/or (4) hold any remaining excess amounts in a
                        suspense account for the next Limitation Year to be used
                        to reduce the remaining Participant's Matching
                        Contributions if such Participant is not covered under
                        the Plan. If a suspense account is in existence at any
                        time during the Limitation Year, it will not participate
                        in the allocation of the Trust's investment gains and
                        losses.

                  (iii) If unallocated portions are held in a suspense account
                        at the time of the complete termination of the Plan and
                        such unallocated portions may not be allocated as a
                        result of the limitations of this subsection, then such
                        unallocated portions shall be returned to the Employer.

                  (iv)  If Before-Tax Contributions are returned to the
                        Participant under this subsection, then such returned
                        amounts shall not be included for purposes of the
                        limitations of Code Section 402(g), the ADP test and the
                        ACP test (as defined in Appendix B).

                                       20

<PAGE>

                  (v)   The limitations of this subsection are intended solely
                        to satisfy the requirements of Code Section 415 and
                        shall at no time prevent the payment of any benefits not
                        prohibited by the Code or Treasury regulations issued
                        thereunder.

                  (vi)  For purposes of this section, all defined contribution
                        plans maintained by Affiliates shall be treated as a
                        single plan whether or not such plans have been
                        terminated.

            (c)   LIMITATION WHERE PARTICIPANT ALSO PARTICIPATES IN DEFINED
                  BENEFIT PLAN.

                  (i)   Effective for Plan Years beginning before January 1,
                        2000, if a Participant is a participant in one or more
                        defined benefit plans maintained by the Company, then
                        for each Limitation Year the sum of the defined benefit
                        plan fraction and the defined contribution plan fraction
                        shall not exceed 1.0 for any Plan Year.

                  (ii)  The defined benefit plan fraction for any Limitation
                        Year shall mean a fraction (i) the numerator of which is
                        the projected annual benefit of the Participant (the
                        annual benefit to which the Participant would be
                        entitled on the assumption that he continues employment
                        until his Normal Retirement Date at his current rate of
                        compensation and other relevant factors used to
                        determine the annual benefit remain constant) under the
                        defined benefit plan determined as of the end of each
                        Limitation Year, and (ii) the denominator of which is
                        the lesser of (a) 1.25 times the dollar limitation in
                        effect under Code Section 415(b)(1)(A) for such year, or
                        (b) 1.4 times 100% of the Participant's average
                        Compensation for the high 3 years.

                  (iii) The defined contribution plan fraction for any
                        Limitation Year shall mean a fraction (i) the numerator
                        of which is the sum of the Annual Additions to the
                        Participant's account at the close of the Limitation
                        Year, and (ii) the denominator of which is the sum of
                        the lesser of the following amounts determined for such
                        year and for each prior year of service with the
                        Employer, and Affiliated or predecessor Employer
                        (regardless of whether a plan was in existence during
                        those years): (a) 1.25 times the dollar limitation in
                        effect under Code Section 415(c)(1)(A) for such year
                        (determined

                                       21

<PAGE>

                        without regard to Code Section 415(c)(6)), or (b) 1.4
                        times 25% of the Participant's Compensation for each
                        year.

                  (iv)  If the sum of the defined benefit plan faction and
                        defined contribution plan fraction exceeds 1.0, the
                        benefits under the defined benefit plan shall be reduced
                        to the extent necessary for the sum to equal 1.0.

                                       22

<PAGE>

                                   ARTICLE 5.

              VALUATION OF FUND AND ALLOCATION OF GAINS AND LOSSES

      5.1. VALUATION OF FUND. The Trustee shall value the Trust as of each
Valuation Date, and the Trustee shall report the value of the net worth of the
Trust to the Committee in writing upon the completion of the valuation. In
determining the net worth of the Trust, the Trustee shall value the assets at
their fair market value as of the Valuation Date and shall deduct from the Trust
expenses, charges, and fees of the Trust unless such expenses, charges, and fees
have been guaranteed or reimbursed by the Company.

      5.2. ALLOCATION OF GAINS AND LOSSES. If the valuation is performed on a
monthly basis, the Trustee shall determine the gain (or loss) of each Investment
Fund for the period since the last Valuation Date and shall allocate such gain
(or loss) to the Account Balances of Participants invested in that fund in
proportion to the opening balance in each Participant's Account invested in that
fund as of the prior Valuation Date.

      5.3. DAILY VALUATION. The preceding sections notwithstanding, the
Participant's Account may be valued using a daily valuation method of
accounting. Under the daily valuation method of accounting, all amounts held in
the Trust are invested as a unit or in accordance with the provisions of certain
other limited investment options as allowed by the Committee and the Trustee. As
of each Valuation Date, the Trustee shall adjust each Investment Fund in the
Participants' Accounts (including a suspense account and any other accounts
maintained for daily valuation accounting purposes) for the following activity
(but not necessarily in the same order):

            (a)   Value at current fair market value the assets of the Trust.
                  Assets which are not valued on a daily basis shall be valued
                  as of the date(s) agreed upon by the Committee and the
                  Trustee.

            (b)   Adjust the Participants' Account Balances (including any
                  suspense accounts) for any gain or loss since the last
                  Valuation Date.

            (c)   Subtract all payments or distributions made from the
                  Participant Accounts since the preceding Valuation Date,
                  including distributions due to the set up of new loans and any
                  adjustments for fees and expenses of the trust charged to the
                  Participants' Account Balances.

            (d)   Add the Before-Tax and After-Tax Contributions, Matching
                  and/or Nonelective Contributions, and Rollover Contributions
                  made to the Trust since the last Valuation Date to the
                  appropriate accounts.

                                       23

<PAGE>

                  Add Discretionary Contributions when allocable to the
                  appropriate accounts.

            (e)   Debit or credit, as applicable, the Investment Funds due to
                  the Participant's change in investment election pursuant to
                  Section 12.3.

The Trustee shall report the value of the Trust to the Committee at the times
specified by the Committee but no less frequently than annually.

      Notwithstanding the foregoing, if the Plan holds an asset that cannot be
valued readily on a daily basis, the Committee and the Trustee may treat that
asset separate and apart from the daily valuation accounting and may value that
asset at such time or times as deemed necessary, but at least annually.

                                       24

<PAGE>

                                   ARTICLE 6.

                               PAYMENT OF BENEFITS

      6.1. DISTRIBUTION OF BENEFITS. Upon termination of employment, the
Participant's vested Account Balance shall be distributable in accordance with
this Article.

      6.2. AMOUNT AND TIME OF PAYMENT.

            (a)   When a Participant's vested Account Balance becomes payable, a
                  distribution of the Account Balance, valued as of the
                  Valuation Date determined by the Committee, will be made to
                  the Participant with the Participant's consent as soon as
                  administratively practicable.

            (b)   If the Participant does not consent to a distribution, the
                  Account Balance will remain invested under the Plan, subject
                  to the Participant's right to direct the investment of the
                  Account.

            (c)   If a Participant receives a distribution, any contributions
                  credited to the Participant's Account subsequent to such
                  distribution shall become distributable as of their
                  allocation.

      Distribution of a Participant's Account Balance shall begin no later than
sixty (60) days after the end of the Plan Year in which occurs the later of (a)
the Participant's attainment of age 65, (b) the tenth anniversary of the
Participant's participation in the Plan, or (c) the Participant's termination of
employment with the Company.

      6.3. METHOD OF PAYMENT. Following a Participant's termination of
employment, a Participant has the right, subject to Section 6.4, to elect in
writing, on a form approved by and filed with the Committee, to have his or her
Account Balance distributed in any of the following forms of payment:

            (a)   a single lump sum payment; or

            (b)   annual or quarterly installments over a period not to exceed
                  twenty years, or if less, over a period not exceeding the
                  Participant's life expectancy or the joint life expectancy of
                  the Participant and his designated Beneficiary.

      6.4. SMALL BENEFIT PAYMENTS. Notwithstanding Sections 6.2 and 6.3 if the
Participant's Account Balance is not, nor ever was, in excess of $5,000, the
Committee

                                       25

<PAGE>

will pay the Participant or the designated Beneficiary (if the benefit payable
is a death benefit) the value of the Account Balance in a lump sum payment as
soon as administratively practicable, without the consent of the Participant or
his or her spouse or Beneficiary (if applicable). For distributions occurring on
or after October 17, 2000, if the Participant's Account Balance is not in excess
of $5,000, the Committee will pay the Participant or the designated Beneficiary
the value of the Account Balance in accordance with this Section 6.4. No payment
will be made under this section as long as a Participant is making contributions
under Section 3.1 from severance or separation pay.

      6.5. MINIMUM DISTRIBUTION RULES.

            (a)   GENERAL RULE. A Participant must begin receiving minimum
                  required distributions from the Plan in accordance with this
                  Section 6.5. Such minimum required distributions must be made
                  from the Plan in accordance with Code Section 401(a)(9) 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 Code Section 416, is
                  required to begin receiving minimum required distributions
                  under Code Section 401(a)(9) without regard to whether he or
                  she is still working.

            (d)   SPECIAL RULE FOR PARTICIPANTS WHO ARE RECEIVING MINIMUM
                  REQUIRED DISTRIBUTIONS ON JANUARY 1, 1997. If a Participant
                  (other than a 5-percent owner) is employed by the Company and
                  is receiving a distribution required under Code Section
                  401(a)(9) on January 1, 1997, such Participant may elect by
                  written notice to the Committee to suspend distributions from
                  the Plan until distributions are again required under the Code
                  section. In the case of such suspension and recommencement of
                  distributions, the annuity starting date for all distributions
                  shall be the first day of the

                                       26
<PAGE>

                  first period for which minimum distributions originally
                  commenced.

            (e)   APPLICATION OF CODE SECTION 401(a)(9) AND THE INCIDENTAL DEATH
                  BENEFIT REQUIREMENT. Distributions under this Section 6.5 will
                  be made in accordance with the regulations under Code Section
                  401(a)(9). Any distribution required under the incidental
                  death benefit requirements shall be treated as a distribution
                  required under this Section 6.5.

            (f)   REQUIRED MINIMUM DISTRIBUTIONS MADE ON OR AFTER JANUARY 1,
                  2001. With respect to distributions under the Plan made for
                  calendar years beginning on or after January 1, 2001, the Plan
                  will apply the minimum distribution requirements of Code
                  Section 401(a)(9) in accordance with the regulations under
                  Code Section 401(a)(9) that were proposed on January 17, 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 Code Section 401(a)(9) or such other
                  date as may be specified in guidance published by the Internal
                  Revenue Service.

      6.6.  SPECIAL RULE APPLICABLE TO INSTALLMENT PAYMENTS. A Participant who
has elected installment payments pursuant to Section 6.3 may change such
election one time after the initial election by written notice to the Committee
not less than 15 days prior to distribution of any annual or quarterly
installment. Any further changes require application to and approval by the
Committee based on a showing by such Participant of a hardship. For purposes of
the preceding sentence, "hardship" means a serious financial emergency or
similar extraordinary event beyond the Participant's control. If such
application is approved, the Participant will receive, as soon after approval as
is practicable, a distribution of his Account Balance.

      6.7.  VESTING. A Participant shall be vested in his Account under the Plan
as follows:

            (a)   Before-Tax Contribution Account -- 100%

            (b)   After-Tax Contribution Account -- 100%

            (c)   Nonelective Contribution Account -- 100%

            (d)   Matching Account and Retirement Contribution Account:

                                       27
<PAGE>

<TABLE>
<CAPTION>
 Years of Service                 Vested Percentage
 ----------------                 -----------------
<S>                               <C>
        1                                 20
        2                                 40
        3                                 60
        4                                 80
        5                                100
</TABLE>

            (e)   Rollover Account -- 100%

Notwithstanding the foregoing, if a Participant dies, becomes Totally and
Permanently Disabled or attains age 65 while employed by a Company he or she
shall become 100% vested in his or her Account.

      6.8.  FORFEITURE OF NONVESTED PORTION OF ACCOUNT BALANCE. If a Participant
is not 100% vested in his or her Account Balance and receives a distribution of
the vested portion of the Account Balance in accordance with this Article, the
nonvested portion shall be immediately forfeited. If a Participant is not 100%
vested in his or her Account Balance and the nonvested portion is not forfeited
because no distribution has been made, it will be forfeited five years from the
date of the Participant's Severance of Service, if the Participant is not
reemployed during that period. If a Participant terminates employment with no
vested interest in the portion of his Account Balance attributable to Company
contributions, he shall be deemed to have received a distribution of his Account
Balance and the nonvested portion will be immediately forfeited. In determining
the amount to be forfeited pursuant to this provision, the Committee shall take
into account any withdrawals made under Article 8. Forfeitures shall be used to
reduce future Company contributions.

      6.9.  ELECTION OF DIRECT ROLLOVER. 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.

            DEFINITIONS

            (a)   ELIGIBLE ROLLOVER DISTRIBUTION. An eligible rollover
                  distribution is any distribution of all or any portion of the
                  Account Balance to the credit of the distributee, except that
                  an eligible rollover distribution does not include: any
                  distribution that is one of a series of substantially equal
                  periodic payments (not less frequently than annually) made for
                  the life (or life expectancy) of the distributee or the joint
                  lives (or joint life expectancies) of the distributee and the
                  distributee's designated beneficiary, or for a specified
                  period of ten years or more; any distribution to the extent
                  such distribution is

                                       28
<PAGE>

                  required under Code Section 401(a)(9); 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 Company securities); or any
                  hardship distribution described in Code Section
                  401(k)(2)(B)(i)(IV) and made after December 31, 1998 (or after
                  December 31, 1999 if elected by the Company pursuant to IRS
                  Notice 99-5).

            (b)   ELIGIBLE RETIREMENT PLAN. An eligible retirement plan is an
                  individual retirement account described in Code Section
                  408(a), an individual retirement annuity described in Code
                  Section 408(b), an annuity plan described in Code Section
                  403(a), or a qualified trust described in Code Section 401(a),
                  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.

            (c)   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 Code Section
                  414(p), are distributees with regard to the interest of the
                  spouse or former spouse.

            (d)   DIRECT ROLLOVER. A direct rollover is a payment by the Plan to
                  the eligible retirement plan specified by the distributee.

      6.10. QUALIFIED DOMESTIC RELATIONS ORDER PAYMENTS. In the case of a
Qualified Domestic Relations Order received by this 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.

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

                                       29
<PAGE>

that amendment, to remain under the pre-amendment vesting schedule with respect
to all benefits accrued both before and after the amendment.

            6.12. REEMPLOYMENT.

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

                  (b)   If a former Participant who received a lump sum
                        distribution in accordance with this Article is
                        reemployed, such Participant shall have the right to
                        have the nonvested portion of his Account Balance that
                        was forfeited restored upon repayment to the Plan of the
                        full amount of the distribution. To receive a
                        restoration of the forfeited amount, the repayment must
                        be made before the Participant incurs a five consecutive
                        year period of severance. A "period of severance" is a
                        twelve-month period, measured from the date the
                        Participant incurs a Severance of Service. The
                        restoration allocation will be in the amount of the
                        forfeiture and will not be adjusted for gains or losses
                        which occurred after the forfeiture arose.

                  (c)   If a terminated Participant has begun receiving benefits
                        in a form other than a lump sum and is reemployed,
                        benefit payments will cease.

                                       30
<PAGE>

                                   ARTICLE 7.

                                 DEATH BENEFITS

      7.1.  DEATH BENEFITS. A Participant's vested Account Balance is payable
upon his or her death prior to retirement or termination of employment to such
Participant's spouse, unless the Participant is either not married or has filed
a designation of Beneficiary with the Committee. Such vested Account Balance
shall become distributable and paid to the deceased Participant's Beneficiary in
accordance with the rules relating to distribution of Participant benefits in
Section 6.2. If the designated Beneficiary predeceases the Participant, or if
there is no valid designation of Beneficiary executed by a Participant the death
benefit payable under this section will be made to the Participant's surviving
spouse, and, if there is no surviving spouse, to the Participant's estate.

      7.2.  DESIGNATION OF BENEFICIARY. If a Participant is not married, he or
she may file a designation of Beneficiary with the Committee. The designated
Beneficiary shall be entitled to receive any death benefit payable under the
Plan in accordance with Section 7.1. If a Participant is married at the time of
his or her death, the Beneficiary of such deceased Participant will be the
Participant's surviving spouse, unless the Participant has filed a Qualified
Designation of Beneficiary with the Committee. A "Qualified Designation of
Beneficiary" means a form provided by the Committee on which the Participant's
spouse consents in writing to the designation of a Beneficiary other than the
spouse. The written consent must be witnessed by either a Notary Public or an
authorized representative of the Committee. A spouse's consent is irrevocable
when given. A Qualified Designation of Beneficiary may be revoked at any time by
the Participant and a new Qualified Designation of Beneficiary filed with the
Committee.

      7.3.  METHOD OF PAYMENT. If distributions have commenced prior to the
Participant's death, the remaining payments will be distributed at least as
rapidly as under the method being used as of the date of the Participant's
death. The Beneficiary may elect to accelerate payments as follows:

            (a)   in one or more payments made within five (5) years of the
                  Participant's death; or

            (b)   in annual or quarterly installments beginning within one year
                  of the Participant's death (or such later date as the
                  Secretary of the Treasury may by regulations prescribe) over a
                  period not to exceed twenty years or, if less, over a period
                  not exceeding the designated Beneficiary's life expectancy.

                                       31
<PAGE>

      If distributions have not commenced prior to the Participant's death, the
Participant's Account Balance is payable to the Beneficiary in one or more
payments made within five years of the Participant's death.

                                       32
<PAGE>

                                   ARTICLE 8.

                           WITHDRAWALS BY PARTICIPANTS

      8.1.  GENERAL RULE FOR WITHDRAWALS. This Article provides the rules that
apply to a Participant's request for a withdrawal from the Plan while the
Participant is employed by a Company. Withdrawals must be made first under
Section 8.2, followed by the withdrawals available under Sections 8.3, 8.4 and
8.5, in that order. Notwithstanding the foregoing, a Participant may request a
withdrawal under Section 8.6, 8.7 or 8.8 without first requesting withdrawals
under Sections 8.2 through 8.5.

      8.2 . WITHDRAWALS FROM PRE-1987 AFTER-TAX CONTRIBUTION ACCOUNT. Upon
written notice to the Committee, a Participant may elect to withdraw his
After-Tax Contributions contributed to the Plan prior to January 1, 1987. A
withdrawal made under this section shall be made first from Supplemental
Employee Contributions before Basic Employee Contributions are withdrawn.

      8.3.  NON-HARDSHIP DISTRIBUTION.

            (a)   PARTICIPANTS WITH LESS THAN FIVE YEARS OF SERVICE. Upon
                  written notice to the Committee, a Participant with less than
                  five Years of Service may make withdrawals from the Plan in
                  the following order:

                  (i)   earnings on After-Tax Contributions made before 1987;

                  (ii)  After-Tax Contributions that are Supplemental Employee
                        Contributions made after 1986 plus earnings thereon;

                  (iii) After-Tax Contributions that are Basic Employee
                        Contributions made after 1986 which have been in the
                        Plan for more than two years and earnings thereon;

                  (iv)  vested Matching Contributions which have been in the
                        Plan for more than two years and earnings thereon.

            (b)   PARTICIPANTS WITH AT LEAST FIVE YEARS OF SERVICE. Upon written
                  notice to the Committee, a Participant with at least five
                  Years of service may make withdrawals from the Plan in the
                  following order:

                  (i)   earnings on After-Tax Contributions made before 1987;

                                       33
<PAGE>

                  (II)  After-Tax Contributions that are Supplemental Employee
                        Contributions made after 1986 and earnings thereon;

                  (III) After-Tax Contributions that are Basic Employee
                        Contributions made after 1986 and earnings thereon;

                  (IV)  vested Matching Contributions and earnings thereon.

      8.4. HARDSHIP WITHDRAWALS FROM AFTER-TAX CONTRIBUTION ACCOUNT AND MATCHING
ACCOUNT FOR PARTICIPANTS WITH LESS THAN FIVE YEARS OF SERVICE.

            (a)   A Participant who believes he or she is suffering from
                  hardship may apply in writing to the Committee for payments
                  from that portion of his or her Account which is not eligible
                  for withdrawal under Section 8.3(a)(iii) and (iv), (i.e.
                  After-Tax Contributions which are Basic Employee Contributions
                  and earnings thereon and vested amounts in the Matching
                  Account which were contributed to the Plan within the last two
                  years).

            (b)   Upon receipt of the Participant's application, the Committee
                  may direct distribution to the Participant of such amount from
                  his Account as the Committee may determine is necessary to
                  alleviate such hardship, but in no event more than the total
                  value of the Participant's After-Tax Contribution Account and
                  the vested portion of his or her Matching Account.

            (c)   For purposes of this Section, "hardship" means a need for
                  financial assistance in meeting obligations incurred or to be
                  incurred by a Participant for his health or welfare or for the
                  health and welfare of members of his immediate family for
                  which no other financial resources are reasonably available to
                  the Participant, and shall include expenses relating to the
                  purchase, construction or repair of the Participant's
                  residence, the purchase of land to be used for residential
                  purposes, the purchase or repair of major fixtures or
                  appliances appurtenant to the Participant's residence (for
                  example, a boiler, septic system, heating system, water
                  system, air conditioning system, etc.), any of the foregoing
                  expenses to the extent such expenses relate to the residence
                  of a member of the Participant's immediate family, the
                  purchase or repair of a car used to commute to employment,
                  educational expenses, unreimbursed medical expenses or funeral
                  expenses.

                                       34
<PAGE>

            (d)   The amount to be distributed will come first from the
                  Participant's After-Tax Contribution Account, and the balance,
                  if any, from the vested portion of his or her Matching
                  Account.

      8.5.  HARDSHIP DISTRIBUTION FROM BEFORE-TAX CONTRIBUTION ACCOUNT.

            (a)   IN GENERAL. Distribution of Before-Tax Contributions
                  (including Before-Tax Contributions and earnings thereon
                  accrued as of December 31, 1988) may be made to a Participant
                  in the event of hardship. For the purposes of this section, a
                  distribution is made on account of hardship only if the
                  distribution is made both on account of an immediate and heavy
                  financial need of the Participant and is necessary to satisfy
                  the financial need. This section is intended to comply with
                  Regulation Section 1.401(k)-l(d)(2) and should be interpreted
                  consistently with that regulation.

            (b)   SPECIAL RULES.

                  (I)   The following are the only financial needs considered
                        immediate and heavy:

                        (1)   Expenses for medical care (described in Section
                              213(d) of the Code) previously incurred by the
                              Participant, the Participant's spouse, or any
                              dependent of the Participant (as defined in Code
                              Section 152) or amounts necessary for these
                              persons to obtain such medical care;

                        (2)   Costs directly related to the purchase of a
                              principal residence for the Participant (excluding
                              mortgage payments);

                        (3)   Payment of tuition, room and board and related
                              educational fees for the next 12 months of
                              postsecondary education for the Participant, the
                              Participant's spouse, children or dependents (as
                              defined in Code Section 152);

                        (4)   Payments necessary to prevent the eviction of the
                              Participant from, or a foreclosure on the mortgage
                              of, the Participant's principal residence; or

                        (5)   Any other financial need considered immediate and
                              heavy under IRS regulations, rulings, notices or

                                       35
<PAGE>

                              other documents of general applicability or as
                              determined in the discretion of the Committee in
                              accordance with applicable regulations.

                  (II)  distribution will be considered as necessary to satisfy
                        an immediate and heavy financial need of the Participant
                        only if:

                        (1)   the need cannot be satisfied through reimbursement
                              or compensation by insurance;

                        (2)   the need cannot be satisfied by liquidation of the
                              employee's assets;

                        (3)   the need cannot be satisfied by the cessation of
                              Before-Tax and After-Tax Contributions to the
                              Plan;

                        (4)   The Participant has obtained all distributions,
                              other than hardship distributions, and all
                              nontaxable loans currently available under all
                              plans maintained by the Company, or by borrowing
                              from commercial sources on reasonable commercial
                              terms in an amount sufficient to satisfy the need;

                        (5)   The distribution is not in excess of the amount of
                              the immediate and heavy financial need (including
                              amounts necessary to pay any federal, state or
                              local income taxes or penalties reasonably
                              anticipated to result from the distribution).

      8.6. WITHDRAWAL FROM ROLLOVER ACCOUNT. Upon written notice to the
Committee, a Participant may elect to withdraw his or her Rollover Account.

      8.7. WITHDRAWAL FROM BEFORE-TAX CONTRIBUTION. Upon written notice to the
Committee, a Participant who has attained age 59-1/2 may withdraw all or part of
his or her Account.

      8.8. WITHDRAWAL FROM THE DEC ACCOUNT. Upon written notice to the
Committee, a Participant who is in the employment of a Company may withdraw all
or any part of his or her DEC Account.

                                       36
<PAGE>

      8.9.  LIMITATIONS ON WITHDRAWALS.

            (a)   No more than four withdrawals may be made under this Article
                  during a Plan Year.

            (b)   No distribution will be made under this Article which will
                  result in a distribution amount less than $500 or the total
                  amount available for withdrawals, if less. This limitation is
                  applicable to each type of account and is not an aggregate
                  limitation.

            (c)   In the case of a partial withdrawal made by a Participant
                  having an interest in more than one Investment Fund, the
                  amount withdrawn from each Investment Fund shall be in the
                  same proportion as the value of his interest in each such
                  Investment Fund immediately preceding such withdrawal bears to
                  the total value of the account from which the withdrawal is
                  made.

                                       37
<PAGE>

                                   ARTICLE 9.

                                   PLAN LOANS

      9.1. AUTHORITY TO MAKE LOANS. The Committee may make loans from the Trust
to a Participant (the "borrower"). Loans shall be made on a uniform and
nondiscriminatory basis and in accordance with the written procedures adopted by
the Committee.

      9.2. LOAN TERM. The term of a loan shall be determined by the borrower,
but shall not exceed five (5) years.

      9.3. REPAYMENT.

            (a)   TIME. Loans must be repaid in substantially equal payments
                  consisting of principal and interest, but in no event shall
                  such payments be made less frequently than quarterly.

            (b)   METHOD. Repayment of loans must be made by payroll deduction
                  or in accordance with other arrangements acceptable to the
                  Committee.

      9.4. STATUTORY LOAN MAXIMUM. No loan may be made to a borrower to the
extent such loan, when added to the outstanding balances of all other loans made
to the borrower by this Plan exceeds the lesser of:

            (a)   $50,000, reduced by the excess, if any, of:

                  (I)   the highest outstanding balance of such loans during the
                        1-year period ending on the day before the date on which
                        such loan was made,

                        over

                  (II)  the outstanding balance of such loans on the date on
                        which such loan was made, or

            (b)   50% of the present value of the vested Account Balance of the
                  Participant under the Plan.

      9.5. STATUTORY LOAN MAXIMUM. In addition to the requirements of Section
9.4, no loan will be made in excess of the aggregate value of the Participant's
Rollover Account, Before-Tax Contribution Account and After-Tax Contribution
Account.

                                       38
<PAGE>

      9.6. DIRECT INVESTMENT. Any loan made pursuant to this Article is treated
as a self-directed investment of the Participant's Account. Any interest paid
with respect to the loan will be credited to the Participant's Account Balance
and the outstanding amount of the loan will not be taken into account in the
allocation of gains or losses in the Trust.

      9.7. MISCELLANEOUS.

            (a)   LOAN APPLICATION PROCEDURE. A borrower may request a loan from
                  the Plan by completing an application form obtained from the
                  Committee, and submitting such form to the Committee. The
                  Committee will review such application and make a decision as
                  to whether to grant the requested loan.

            (b)   BASIS FOR APPROVING LOANS. Loans must be made available to all
                  Participants on a reasonably equivalent basis. Thus, in
                  granting loans, the Committee may only consider factors which
                  would be considered by a commercial lender in a normal
                  commercial setting, and loans must be made on similar terms to
                  borrowers in similar financial conditions.

            (c)   SOURCE OF LOAN. A loan shall be made first, from a
                  Participant's Rollover Account; second, from a Participant's
                  Before-Tax Contribution Account; and third, from a
                  Participant's After-Tax Contribution Account.

            (d)   INTEREST RATE. Loans must bear a reasonable rate of interest.
                  The Committee will set the interest rate with respect to a
                  loan. Since a renewal or modification of a loan is considered
                  to be the making of a new loan, the interest rate will be
                  revised.

            (e)   SECURITY FOR THE LOAN. A Plan loan must be adequately secured.
                  If the borrower's Account Balance is used as security for the
                  loan, no more than 50% of the present value of the borrower's
                  Account Balance may be considered by the Plan as security for
                  the outstanding balance of all Plan loans made to that
                  borrower.

            (f)   DEFAULT. In the event that a loan payment is not made when
                  due, the loan will be in default. If a Plan loan is in
                  default, it will be handled in accordance with the uniform
                  procedures in the loan program established by the Committee.

            (g)   MINIMUM AMOUNT. The minimum amount of any loan is $1,000. Any
                  loan in excess of $1,000 will be made in multiples of $100
                  only.

                                       39
<PAGE>

            (h)   LIMIT ON NUMBER OF LOANS. The Committee may limit the number
                  of loans that will be made to a Participant.

      9.8. AUTHORITY TO MODIFY OR SUSPEND. The Committee may at any time modify
the written procedures it established pursuant to Section 9.1. In addition, the
Committee may at any time suspend for a definite or indefinite period further
loans.

                                       40
<PAGE>

                                  ARTICLE 10.

                               PLAN ADMINISTRATION

      10.1. 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 is the plan administrator (within the meaning of
Section 3 of the Act and Code Section 414(g)) 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 of Directors of Fisher, 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.

      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.

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

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

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

            (c)   employing such agents and assistants, such counsel (who may be
                  counsel to 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

                                       41
<PAGE>

                  requests, directions, notifications and instructions to the
                  Trustee shall be signed either by two members of the Committee
                  or by one member and the secretary thereof;

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

            (f)   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;

            (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 13;

            (k)   amending the Plan to the extent provided in Article 11; and

            (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.

      10.3. 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 Plan's funding policy. 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

                                       42
<PAGE>

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.

      10.4. 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 10.2(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 such Committee or subcommittee attending a meeting,
or by a majority of members in office by writing 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. Effective January 1,
2000, if a Committee or subcommittee concists of the minimum two members, a
resolution 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.

      10.5. 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.

      10.6. 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.

      10.7. BENEFIT APPLICATION AND CLAIMS PROCEDURE.

            (a)   A Participant or Beneficiary shall apply for benefits by
                  filing with the Committee a signed, written request
                  specifically identifying the

                                       43
<PAGE>

                  benefits requested and describing all facts and circumstances
                  entitling him or her to payment.

            (b)   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:

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

                  (II)  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

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

            (c)   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 duly 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.

                                       44
<PAGE>

      Notwithstanding the foregoing, the Plan's claims procedures shall at all
times comply with applicable Department of Labor regulations.

      10.8. 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 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.

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

      10.10. DESIGNATION OF PERSONS TO CARRY OUT RESPONSIBILITIES OF NAMED
FIDUCIARIES. The Committee, 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.

                                       45
<PAGE>

                                   ARTICLE 11.

                          PLAN AMENDMENT OR TERMINATION

      11.1. 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
Fisher's 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.

      11.2. 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 11.3
and 11.4 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 Code Section 401(a) and
all applicable provisions of the law are satisfied.

                                       46
<PAGE>

      11.3. VESTING UPON PLAN 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 Account Balance of each affected 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 Account Balance, to the
extent funded, shall be fully vested and nonforfeitable.

      11.4. 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 Code Section 401, 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.

      11.5. COMPANY ACQUISITIONS. Effective 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.

                                       47
<PAGE>

                                  ARTICLE 12.

                           TRUST FUND AND THE TRUSTEE

      12.1. TRUSTS AND TRUSTEE. A Trust has been created and will be maintained
for, the purpose of the Plan, and the corpus thereof will be invested in
accordance with the terms of the Plan and Trust. Fisher shall select a Trustee
to hold and invest the Trust in accordance with the terms of a trust agreement
and/or other contract. The Trustee shall be individuals, a bank or trust company
incorporated under the laws of the United States or of any state and qualified
to operate as a trustee or shall be a legal reserve life insurance company or a
combination of such entities. Fisher may, from time to time, change the Trustee
then serving under the trust agreement and/or other contract to another Trustee,
to elect to terminate the Trust and/or other contract and hold the Plan assets
in any other method acceptable under Act.

      12.2. CONTRIBUTIONS TO THE TRUST. All contributions under this Plan shall
be paid to the Trustee and held in Trust. The Trust shall be used for the
exclusive benefit of Participants and their Beneficiaries and shall be used to
pay benefits to such persons and to pay administrative expenses of the Plan and
Trust to the extent such administrative expenses are not paid by the Company.
The Fund shall never revert or inure to the benefit of the Company, except that
contributions may be returned to the Company as provided in Sections 3.7 and
3.8.

      12.3. PARTICIPANT DIRECTED INVESTMENT. Each Participant has the right to
direct the investment of his or her Account from among the Investment Funds
selected by the Committee. A Participant's direction of the investment of his or
her Account Balance shall be made in accordance with the procedures established
by the Committee and/or the Trustee governing the manner and method in which
such direction may occur. The Participant may change his investment selection at
such times as are permitted by the Trustee and the Committee and in accordance
with the procedures and rules established by the Trustee and the Committee. A
Participant has the right to have all or part of the Account Balance transferred
between Investment Funds under rules established by the Committee and/or the
Trustee.

                                       48
<PAGE>

                                   ARTICLE 13.

                         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
Code Sections 401(a) and 501(a), 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.

                                       49
<PAGE>

                                   ARTICLE 14.

                                  MISCELLANEOUS

      14.1. 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 Code Section
414(p)), and benefits may be paid pursuant to the provisions of such an order.

      14.2. 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.

      14.3. 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 may 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.

      14.4. 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.

      14.5. NOTICE OF PROCEEDING AND EFFECT OF JUDGMENT. In any application,
proceeding or action in any court, no Participant or other person having any
interest in the

                                       50
<PAGE>

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.

      14.6. 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.

      14.7. 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.

      14.8. 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.

      14.9. 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.

      14.10. 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.

      14.11. 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
Committee determines or to seek restitution from the Participant or former
Participant.

      14.12. USERRA AND CODE SECTION 414(u) COMPLIANCE. Notwithstanding any
provision of this Plan to the contrary, contributions, benefits and service
credit with

                                       51
<PAGE>

respect to qualified military service will be provided in accordance with Code
Section 414(u), effective as of December 12, 1994.

                                       52
<PAGE>

                                   ARTICLE 15.

                SPECIAL PROVISIONS RELATING TO RETIREMENT MEMBERS

      15.1. PARTICIPATION IN THE PLAN AS A RETIREMENT MEMBER. Certain
individuals became Retirement Members, and former Retirement Members were
reinstated as Retirement Members under the prior plan, on the first day of any
month ("Enrollment Date") on which all of the following conditions were
satisfied:

            (a)   he or she was an Employee of Fisher, Fisher Hamilton Inc.,
                  Strategic Procurement Services, Inc., Fisher Safety/Safeguard
                  America Inc. or any other Company to the extent such Company
                  elected, by action of its Board of Directors, to extend the
                  provisions of this Article to its Employees;

            (b)   he or she was an Eligible Employee; and

            (c)   on or before such Enrollment Date, he or she completed a six
                  month period during which he or she completed 500 Hours of
                  Service.

      15.2. RETIREMENT CONTRIBUTIONS. From January 1, 1994 through June 30,
1997, at the discretion of and in the amount determined by the Committee, a
Company could make one or more Retirement Contributions to the Plan. A
Retirement Contribution for a Plan Year was allocated among all Retirement
Members who, as of the last day of the Plan Year or other allocation period for
which such Retirement Contribution was made, (i) were employed by the Company
making such Retirement Contribution on the last day of the allocation period for
which such Retirement Contribution was made or terminated employment with the
Company during such period by reason of retirement or Total and Permanent
Disability and (ii) satisfied the participation requirements of Section 2.1.
Retirement Contributions were allocated among the Retirement Contribution
Accounts of such Retirement Members in proportion to their relative Compensation
from the Company during the period for which a contribution was made.

      All or a portion of any Retirement Contribution to the Plan may have been
designated by the Committee as a "qualified nonelective employer contribution"
(a "QNEC"). The following provisions shall apply to the portion of any
Retirement Contribution which was designated as a QNEC:

            (a)   such portion of the Retirement Contribution Account shall be
                  fully vested and nonforfeitable; and

                                       53
<PAGE>

            (b)   such Portion of the Retirement Contribution Account may not be
                  distributed earlier than the (i) retirement, death, disability
                  or termination of employment of, or attainment of age 59-1/2
                  by, the Participant or other Retirement Member on whose behalf
                  the Contribution is made, (ii) date of the termination of the
                  Plan without establishment of a successor plan (within the
                  meaning of Treasury Regulation Section 1.401(k)-I(d)(3)) or
                  (iii) date of the sale or other disposition by the Company to
                  an unrelated corporation of substantially all of the assets
                  used by the Company in a trade or business or of the Company's
                  interest in a subsidiary but only with respect to a
                  Participant or other Retirement Member who continues
                  employment with the corporation acquiring such assets or with
                  the sold subsidiary.

                                       54
<PAGE>

                                   ARTICLE 16.

                              TOP-HEAVY PROVISIONS

      16.1. APPLICABILITY OF THIS ARTICLE. This Article shall apply for any Plan
Year in which the Plan is a Top-Heavy Plan within the meaning of Sections 16.2
and 16.4.

      16.2. TOP-HEAVY AND SUPER TOP-HEAVY DETERMINATION.

            (a)   The Plan shall be a Top-Heavy Plan for a Plan Year if, as of
                  the Determination Date, the aggregate of the Account Balances
                  under the Plan for Key Employees exceeds 60 percent of the
                  aggregate of the Account Balances under the Plan for all
                  Employees.

            (b)   The Plan shall be a Super Top-Heavy Plan if, as of the
                  Determination Date, the aggregate of the Account Balances
                  under the Plan for Key Employees exceeds 90 percent of the
                  aggregate of the Account Balances under the Plan for all
                  Employees.

      16.3. COMPUTATION OF THE AGGREGATE OF THE ACCOUNT BALANCES.

            (a)   The Account Balance of an Employee shall be the sum of (i) the
                  Account Balance as of the most recent Valuation Date occurring
                  within a twelve (12) month period ending on the Determination
                  Date and (ii) the amount of any contributions that would be
                  allocated as of a date not later than the Determination Date
                  without regard to whether such amount is subject to a waiver
                  of the minimum funding standards or is in violation of such
                  standards or actually contributed or, in the case of a Plan
                  not subject to the minimum funding standards, the amount of
                  any contributions actually made after the Valuation Date, but
                  before the Determination Date.

            (b)   If an Employee is a Key Employee on a Determination Date, the
                  total amount of the Employee's Account Balance is taken into
                  account in determining the aggregate of Account Balances
                  (including amounts attributable to service as a Non-Key
                  Employee). If any individual is a Non-Key Employee with
                  respect to the Plan for a Plan Year, but such individual was a
                  Key Employee for any prior Plan Year, the Account Balance of
                  such individual shall not be taken into account.

                                       55
<PAGE>

            (c)   If an Employee has not performed any service for the Company
                  or an Affiliate at any time during the five-year period ending
                  on the Determination Date, any accrued benefit and Account
                  Balance of such Employee shall not be taken into account.

            (d)

                  (i)   In the case of an unrelated rollover, the plan making
                        the distribution counts it in determining top-heaviness,
                        and the plan receiving the distribution does not count
                        it in determining top-heaviness if the rollover was
                        received after December 31, 1983, but does count it if
                        received before that date. An unrelated rollover is a
                        rollover or plan-to-plan transfer both initiated by the
                        Employee and made from a plan maintained by one Company
                        to a plan maintained by another Company.

                  (ii)  In the case of a related rollover, the plan making the
                        distribution does not count the distribution in
                        determining top-heaviness and the plan receiving the
                        distribution counts the rollover in determining top
                        heaviness. A related rollover is a rollover or a
                        plan-to-plan transfer either not initiated by the
                        Employee or made to a plan maintained by the same
                        Company.

                  (iii) For purposes of determining whether the Company is the
                        same Company, all Companies aggregated under Sections
                        414(b), (c) or (m) are treated as the same Company.

            (e)   Distributions (other than those described in (d) above) made
                  within the Plan Year that includes the Determination Date or
                  within the four preceding Plan Years are added to the
                  aggregate of Account Balances.

      16.4. REQUIRED AGGREGATION OF PLANS.

            (a)   Each plan of a Company required to be included in an
                  aggregation group shall be treated as a Top-Heavy Plan if the
                  required aggregation group is a top-heavy group. The required
                  aggregation group includes:

                  (i)   each plan of the Company (within the meaning of Code
                        Sections 414(b), (c) and (m)) in which a Key Employee
                        participates in the Plan Year containing the

                                       56
<PAGE>

                        Determination Date or any of the four preceding Plan
                        Years, and

                  (ii)  each other plan of the Company which enables any plan
                        described in (i) above to meet the requirements of Code
                        Section 401(a)(4) or Code Section 410.

            (b)   A required aggregation group is a top-heavy group if, as of
                  each Plan's Determination Date, the sum of (i) the present
                  value of the cumulative accrued benefits for Key Employees
                  under all defined benefit plans included in the group and (ii)
                  the aggregate of the Account Balances of Key Employees under
                  all defined contribution plans included in the group exceeds
                  60 percent of a similar sum determined for all Employees. When
                  aggregating plans, the value of accrued benefits and Account
                  Balances shall be calculated by adding together the results of
                  each plan as of the Determination Dates that fall within the
                  same calendar year. In performing this computation the
                  principles of Section 16.3 shall be applied.

            (c)   Each plan in the required aggregation group will be a
                  Top-Heavy Plan if the group is top-heavy. No plan in the
                  required aggregation group will be a Top-Heavy Plan if the
                  group is not top-heavy.

      16.5. PERMISSIVE AGGREGATION OF PLANS. A permissive aggregation group
consists of plans of the Company that are required to be aggregated, plus one or
more plans that are not part of the required aggregation group, but that satisfy
the requirements of Code Sections 401(a)(4) and 410 when considered as a group.
In no event will permissively aggregated plans which are not part of the
required aggregation group be considered top-heavy. If, as a result of the
permissive aggregation of plans the entire group of plans is not top-heavy, then
no plan in the permissive aggregation group will be a Top-Heavy Plan. Plans may
be permissively aggregated to avoid being Super Top-Heavy.

      16.6. SPECIAL RULES OF TOP-HEAVY PLANS AND SUPER TOP-HEAVY PLANS.

            (a)   If the Plan is a Top-Heavy Plan, then the following changes
                  shall be made to the Plan as otherwise written:

                  (i)   The vested percentage of a Participant may be
                        redetermined according to the following schedule:

                                       57
<PAGE>

<TABLE>
<CAPTION>
YEARS OF SERVICE       VESTED PERCENTAGE
----------------       -----------------
<S>                    <C>
       2                       20
       3                       40
       4                       60
       5                       80
       6                      100
</TABLE>

                        Once applicable, such vesting schedule shall be in
                        effect without regard to whether the Plan is top-heavy
                        for a Plan Year.

                  (ii)  The allocation of Company contributions and forfeitures
                        to the account of a Non-Key Employee for a Plan Year
                        shall equal at least three (3%) percent of Compensation.
                        Notwithstanding the foregoing, if the largest percentage
                        of compensation provided for any Key Employee is less
                        than three (3%) percent, then the minimum percentage of
                        compensation that must be provided for a Non-Key
                        Employee for a Plan Year is the largest percentage of
                        compensation provided for any Key Employee. The
                        preceding sentence does not apply if this Plan is
                        included in any required aggregation group and enables a
                        defined benefit plan included in such group to meet the
                        requirements of Code Section 401(a)(4) or Section 410.
                        For purposes of determining the largest percentage of
                        compensation provided for any Key Employee, amounts
                        contributed as a result of a salary reduction agreement
                        must be included. All defined contribution plans of the
                        Company and Affiliates shall be treated as a single plan
                        for purposes of determining the defined contribution
                        minimum. Neither amounts the Employee elects to defer
                        under any Section 401(k) plan maintained by the Company
                        nor any Matching Contributions made by the Company and
                        Affiliates shall be treated as Company contributions for
                        purposes of determining minimum required contributions.

                        The following Non-Key Employees shall receive the
                        minimum allocation provided under this subparagraph (ii)
                        for a particular Plan Year:

                        (1)   Participants who are otherwise eligible for an
                              allocation under the Plan;

                                       58
<PAGE>

                        (2)   Employees who are Participants but who have not
                              completed 1,000 Hours of Service during the Plan
                              Year;

                        (3)   Employees who would be Participants but for the
                              failure to make mandatory contributions to the
                              Plan; or

                        (4)   Employees who are Participants but whose
                              compensation is less than the amount necessary to
                              receive an allocation under the Plan; however,

                        (5)   Employees who are also Participants in a defined
                              benefit plan sponsored by the Company shall
                              receive the minimum benefit under the defined
                              benefit plan.

                  (iii) The compensation of a Participant taken into account
                        under the Plan shall not exceed the limit in effect
                        under Code Section 401(a)(17).

            (b)   If the Plan is a Top-Heavy Plan then, in applying the
                  limitations of Code Section 415 contained in Section 4.4(b)
                  and (c) the denominators of the defined benefit fraction and
                  the defined contribution fraction shall be determined by
                  substituting 1.0 for 1.25 as the multiplier for the Code
                  Section 415 dollar limitation. If the Plan is not a Super
                  Top-Heavy Plan, this Subsection (b) shall not apply so long as
                  the minimum benefits required under Code Section 416 are
                  satisfied. This subsection shall apply only for Plan Years
                  beginning before January 1, 2000.

      16.7. SPECIAL DEFINITIONS. For purposes of this article, the following
definitions shall apply:

            (a)   DETERMINATION DATE. With respect to any Plan Year, the last
                  day of the preceding Plan Year. In the case of the first Plan
                  Year of the Plan, the Determination Date shall be the last day
                  of such Plan Year.

            (b)   KEY-EMPLOYEE. Any Employee or former Employee who at any time
                  during the Plan Year containing the Determination Date or any
                  of the four preceding Plan Years, is or was

                                       59
<PAGE>

                  (i)   An officer of the Company having an annual compensation
                        from the Company greater than 50% of the dollar
                        limitation in effect under Code Section 415(b)(1)(A) for
                        any such Plan Year,

                  (ii)  One of the ten Employees having annual compensation from
                        the Company of more than the limitation in effect under
                        Code Section 415(c)(1)(A) and owning (or considered as
                        owning under Code Section 318) the largest interests in
                        the Company,

                  (iii) The owner of a five percent or more interest in the
                        Company, or

                  (iv)  The owner of a one percent or more interest in the
                        Company who has annual compensation (as defined in Code
                        Section 415(c)(3) but including amounts contributed by
                        the Company pursuant to a salary reduction agreement
                        which are excludable from the Employee's gross income
                        under Code Sections 125, 132(f)(4), 402(a)(8), 402(h) or
                        403(b)) from the Company for a Plan Year of more than
                        $160,000, subject to applicable cost of living
                        increases.

                        For purposes of clause (i) the number of officers of the
                        Company considered to be Key Employees cannot exceed
                        fifty and is further limited to the greater of three or
                        ten percent of all Employees (including leased employees
                        within the meaning of Section 414(n)). If a Company has
                        more officers than the number required to be counted as
                        Key Employees, the officers to be taken into account are
                        the Employees who had the largest annual compensation
                        for the prior five Plan Year period. For purposes of
                        clause (ii), if two employees have the same interest in
                        the Company, the Employee having the greater annual
                        compensation from the Company shall be treated as having
                        a larger interest. The Beneficiary of a Key Employee
                        shall be treated as a Key Employee for the applicable
                        portion of the five-year period, and the Beneficiary of
                        a Non-Key Employee shall be treated as a Non-Key
                        Employee for the applicable portion of the five-year
                        period. For purposes of applying the foregoing
                        limitations, the aggregation rules of Code Section
                        414(b), (c) and (m) apply except with respect to
                        determining ownership. For purposes of determining

                                       60
<PAGE>

                        ownership under clauses (iii) and (iv) an Employee shall
                        be considered as owning an interest in the Company
                        within the meaning of Code Section 318.

            (c)   NON-KEY EMPLOYEE. Any Employee who is not a Key Employee.

      IN WITNESS WHEREOF, the Fisher Scientific International Inc. Savings and
Profit Sharing Plan is executed this ____ day of __________ 2002.

                                      FISHER SCIENTIFIC INTERNATIONAL INC.

                                      By:_______________________________________
                                      Title:____________________________________

                                       61
<PAGE>

                                   SCHEDULE A

                        PARTICIPATION BY UNION EMPLOYEES

      Members of the following unions who have satisfied the eligibility
requirements of Article 2 may participate in the Plan in accordance with that
Article but are not eligible to receive Matching Contributions and Discretionary
Contributions:

      -     Effective July 1, 1997 through January 31, 1998, International
            Brotherhood of Teamsters, Steel, Metal, Alloys and Hardware
            Fabricators and Warehousemen, Local 810, Springfield, New Jersey

      -     Effective July 1, 1997, Oil, Chemical and Atomic Workers
            International Union, Local 8-417, Fairlawn, New Jersey

      -     Effective June 29, 1998, International Brotherhood of Teamsters,
            Chauffeurs, Warehousemen and Helpers, Local 636, Blawnox,
            Pennsylvania

      -     Effective July 27, 1998, International Association of Machinists and
            Aerospace Workers, Local 1582, Indiana, Pennsylvania

      The members of the following union who have satisfied the eligibility
requirements of Article 2 may participate in the Plan in accordance with that
Article, and are eligible to receive Matching Contributions and Discretionary
Contributions:

      -     Effective July 1, 1997, International Brotherhood of Teamsters,
            Chauffeurs, Warehousemen and Helpers of America, Local 560, Morris
            Plains, New Jersey

      The members of the following union who have satisfied the eligibility
requirements of Article 2 may participate in the Plan in accordance with that
Article, and are eligible to receive Matching Contributions but no Discretionary
Contributions:

      -     Effective February 27, 2000, United Brotherhood of Carpenters and
            Joiners, Arkansas Regional Council, Local 1225-AFL-CLO, Mountain
            Home, Arkansas

                                        1
<PAGE>

                                   SCHEDULE B

                      401(K) PLAN NONDISCRIMINATION TESTING

Effective for Plan Years beginning on or after January 1, 1997, the following
nondiscrimination testing provisions shall apply to the Plan:

1. LIMITATIONS ON BEFORE-TAX CONTRIBUTIONS

            (a)   Actual Deferral Percentage (ADP) Test for all Plan Years
                  Beginning on or after January 1, 1997 except the Plan Year
                  Beginning on January 1, 1999. At least as frequently as
                  annually, the Committee shall determine the Actual Deferral
                  Percentage (ADP) of Before-Tax Contributions made during the
                  Plan Year. Before-Tax Contributions must meet the ADP test of
                  Code Section 401(k). For all Plan Years Beginning on or after
                  January 1, 1997, except the Plan Year Beginning on January 1,
                  1999, the ADP for a Plan Year for Participants who are Highly
                  Compensated Employees for the Plan Year and the prior Plan
                  Year's ADP for Participants who are Non-Highly Compensated
                  Employees for the prior Plan Year must satisfy one of the
                  following tests:

                  (i)   The ADP for a Plan Year for Participants who are Highly
                        Compensated Employees for the Plan Year shall not exceed
                        the prior Plan Year's ADP for Participants who are
                        Non-Highly Compensated Employees for the prior Plan Year
                        multiplied by 1.25; or

                  (ii)  The ADP for a Plan Year for Participants who are Highly
                        Compensated Employees for the Plan Year shall not exceed
                        the prior Plan Year's ADP for Participants who were
                        Non-Highly Compensated Employees for the prior Plan Year
                        multiplied by two (2.0), and the ADP for Participants
                        who are Highly Compensated Employees shall not exceed
                        the ADP for Participants who were Non-Highly Compensated
                        Employees in the prior Plan Year by more than two (2)
                        percentage points.

            (b)   Actual Deferral Percentage (ADP) Test for the Plan Year
                  Beginning on January 1, 1999. At least as frequently as
                  annually, the Committee shall determine the Actual Deferral
                  Percentage (ADP) of Before-Tax Contributions made during the
                  Plan Year.

                                        1
<PAGE>

                  Before-Tax Contributions must meet the ADP test of Code
                  Section 401(k). For the Plan Year Beginning January 1, 1999,
                  the ADP for a Plan Year for Participants who are Highly
                  Compensated Employees for the Plan Year and the ADP for
                  Participants who are Non-Highly Compensated Employees for the
                  same Plan Year must satisfy one of the following tests:

                  (i)   The ADP for a Plan Year for Participants who are Highly
                        Compensated Employees for the Plan Year shall not exceed
                        the ADP for Participants who are Non-Highly Compensated
                        Employees for the same Plan Year multiplied by 1.25; or

                  (ii)  The ADP for a Plan Year for Participants who are Highly
                        Compensated Employees for the Plan Year shall not exceed
                        the ADP for Participants who are Non-Highly Compensated
                        Employees for the same Plan Year multiplied by two
                        (2.0), and the ADP for Participants who are Highly
                        Compensated Employees shall not exceed the ADP for
                        Participants who were Non-Highly Compensated Employees
                        for the same Plan Year by more than two (2) percentage
                        points.

            (c)   Actual Deferral Percentage (ADP) means, for a specified group
                  of Participants for a Plan Year, the average of the ratios
                  (calculated separately for each Participant in such group) of
                  (1) the amount of Before-Tax Contributions actually paid over
                  to the Trust, to (2) the Participant's Compensation for such
                  Plan Year (whether or not the Employee was a Participant for
                  the entire Plan Year).

                  Before-Tax Contributions on behalf of any Participant shall
                  include any Before-Tax Contributions made pursuant to the
                  Participant's deferral election (including Excess Before-Tax
                  Contributions) and any applicable Nonelective Contributions
                  made by the Employer for the Plan Year, but excluding any
                  Before-Tax Contributions that are taken into account in the
                  Average Contribution Percentage test (provided the ADP test is
                  satisfied both with and without exclusion of such Before-Tax
                  Contributions) and disregarding any Before-Tax Contributions
                  returned as an excess annual addition pursuant to Regulation
                  Section 1.415-6(b)(6)(iv). For purposes of computing Actual
                  Deferral Percentages, an Employee who would be a Participant
                  but for the failure to make Before-Tax Contributions shall be
                  treated as a

                                        2
<PAGE>

                  Participant on whose behalf no Before-Tax Contributions are
                  made.

            (d)   Special Additional Rules

                  (i)   The ADP for any Participant who is a Highly Compensated
                        Employee for the Plan Year and who is eligible to have
                        Before-Tax Contributions allocated to his or her
                        accounts under two or more arrangements described in
                        Code Section 401(k), that are maintained by the Company
                        (or an Affiliate), shall be determined as if such
                        Before-Tax deferral contributions were made under a
                        single arrangement. If a Highly Compensated Employee
                        participates in two or more cash or deferred
                        arrangements that have different Plan Years, all cash or
                        deferred arrangements ending with or within the same
                        calendar year shall be treated as a single arrangement.

                  (ii)  In the event that this Plan satisfies the requirements
                        of Code Sections 401(k), 401(a)(4), or 410(b) only if
                        aggregated with one or more other plans, or if one or
                        more other plans satisfy the requirements of such
                        sections of the Code only if aggregated with this Plan,
                        then this section shall be applied by determining the
                        ADP of Employees as if all such plans were a single
                        plan. Plans may be aggregated in order to satisfy Code
                        Section 401(k) of the Code only if they have the same
                        Plan Year.

                  (iii) For purposes of determining the ADP test, Before-Tax
                        Contributions, Nonelective Contributions (to the extent
                        included in the ADP test) and any other elective
                        deferrals must be made before the last day of the
                        twelve-month period immediately following the Plan Year
                        to which contributions relate.

                  (iv)  The Employer shall maintain records sufficient to
                        demonstrate satisfaction of the ADP test.

                  (v)   The determination and treatment of the ADP amounts of
                        any Participant shall satisfy such other requirements as
                        may be prescribed by the Secretary of the Treasury.

                                        3
<PAGE>

                  (vi)  For purposes of this section, Compensation means
                        compensation as defined in Code Section 414(s), and the
                        regulations thereunder.

2. EXCESS PRETAX DEFERRALS.

      Before-Tax Contributions that are includable in Participant's gross income
under Code Section 402(g) to the extent such Participant's Before-Tax
Contributions for a taxable year exceed the dollar limitation under such Code
Section are "Excess Pretax Deferrals." Excess Pretax Deferrals are treated as
Annual Additions under the Plan, unless such amounts are distributed on or
before April 15th of the calendar year following the close of the Participant's
taxable year in which such Excess Pretax Deferrals arose. The Participant must
notify the Committee by April 1st of each year of the amount of the Excess
Pretax Deferrals to be assigned to the Plan. A Participant is deemed to notify
the Committee of any Excess Pretax Deferrals that arise if such Excess Pretax
Deferrals arise solely from Pretax Deferrals made under this Plan or any other
plans of the Company.

            (a)   Distribution of Excess Pretax Deferrals. Notwithstanding any
                  other provision of the Plan, Excess Pretax Deferrals, plus any
                  income and minus any loss allocable thereto, shall be
                  distributed to the Participant on or before April 15th of the
                  calendar year following the close of the Participant's taxable
                  year in which such Excess Pretax Deferrals arose. The amount
                  to be distributed with respect to a Participant for a Plan
                  Year is reduced by any Excess Pretax Deferrals previously
                  distributed to the Participant for the Plan Year.

                  Excess Pretax Deferrals that are distributed after April 15th
                  are includable in the Participant's gross income in both the
                  taxable year in which such Excess Pretax Deferrals are
                  deferred and in the taxable year in which such Excess Pretax
                  Deferrals are distributed.

            (b)   Determination of Income or Loss Allocable to Excess Pretax
                  Deferrals. No income or loss shall be allocated to Excess
                  Pretax Deferrals if such Excess Pretax Deferrals are
                  distributed to a Participant on or before the close of the
                  Participant's taxable year in which such Excess Pretax
                  Deferrals arose.

                  Notwithstanding any other provision of this Plan, income or
                  loss shall be allocated to Excess Pretax Deferrals if such
                  Excess Pretax Deferrals are distributed to a Participant after
                  the close of the Participant's taxable year in which such
                  Excess Pretax Deferrals

                                        4
<PAGE>

                  arose. The income or loss allocable to a Participant's Excess
                  Pretax Deferrals shall be determined by multiplying the income
                  or loss allocable to the Participant's Pretax Deferral Account
                  for the Plan Year ending within or with the Participant's
                  taxable year in which such Excess Pretax Deferrals arose by
                  the "Excess Pretax Deferrals fraction".

                  The numerator of the "Excess Pretax Deferrals fraction" is
                  equal to the amount of the Excess Pretax Deferrals allocated
                  to the Participant's Pretax Deferral Account for the
                  Participant's taxable year in which the Excess Pretax
                  Deferrals arose. The denominator of the Excess Pretax
                  Deferrals fraction is equal to the sum of: (i) the balance in
                  the Participant's Pretax Deferral Account as of the beginning
                  of the Participant's taxable year in which such Excess Pretax
                  Deferrals arose; plus (ii) the amount of contributions
                  allocated to the Participant's Pretax Deferral Account for the
                  Participant's taxable year in which such Excess Pretax
                  Deferrals arose.

            (c)   Determination of Matching Contributions. If Excess
                  Contributions are returned to a Participant, no Matching
                  Contribution will be made with respect to the Excess
                  Contributions.

3. EXCESS CONTRIBUTIONS.

      The amount of "Excess Contributions" for a Highly Compensated Employee for
a Plan Year is the amount (if any) by which the Highly Compensated Employee's
Before-Tax Contributions must be reduced for that Highly Compensated Employee's
actual deferral ratio ("ADR") to equal the highest permitted ADR under the Plan.
To calculate the highest permitted ADR under the Plan, the ADR of the Highly
Compensated Employee with the highest ADR is reduced by the amount required to
cause that Employee's ADR to equal the ADR of the Highly Compensated Employee
with the next highest ADR. This process shall be repeated by reducing the ADRs
of the group of the Highly Compensated Employees with the highest ADRs to the
level of the Highly Compensated Employee with the next highest ADR until the ADP
test is met. If, in any step, a lesser reduction would enable the arrangement to
satisfy the ADP test, only this lesser reduction shall be made. The highest ADR
remaining under the Plan after leveling is the highest permitted ADR.

For purposes of this paragraph, "ADR" means the sum of any Employee's Before-Tax
Contributions and amounts treated as elective contributions for the Plan Year,
divided by the Employee's Compensation taken into account for the Plan Year.

                                        5
<PAGE>

            (a)   Distribution of Excess Contributions. Notwithstanding any
                  other provision of this Plan, Excess Contributions of all
                  Highly Compensated Employees for a Plan Year, plus any income
                  and minus any loss allocable thereto, shall be allocable to
                  Highly Compensated Employees under this paragraph and
                  distributed no later than the last day of each Plan Year to
                  such Highly Compensated Employees. In determining the amount
                  of Excess Contributions allocable to a Highly Compensated
                  Employee, the Highly Compensated Employee with the highest
                  amount of contributions taken into account in calculation the
                  ADP test for the Plan Year in which the excess arouse shall be
                  reduced to the level of the Highly Compensated Employee with
                  the next highest amount of such contributions, continuing in
                  descending order until all the Excess Contributions have been
                  allocated among Highly Compensated Employees. If such excess
                  amounts are distributed more than 2 -1/2 months after the last
                  day of the Plan Year in which such excess amounts arose, a ten
                  percent (10%) excise tax will be imposed on the Company
                  maintaining the Plan with respect to such amounts.

                  The excess contributions shall be treated as Annual Additions
                  under the Plan.

            (b)   Determination of Income or Loss Allocable to Excess
                  Contributions. Excess Contributions shall be adjusted for any
                  income or loss allocable to such Excess Contributions up to
                  the last day of the Plan Year to which the Excess
                  Contributions relate. The income or loss allocable to a
                  Participant's Excess Contributions shall be determined by
                  multiplying the income or loss allocable to the Participant's
                  Before-Tax Deferral Account for the Plan Year in which the
                  Excess Contributions arose by the "Excess Contributions"
                  fraction.

                  The numerator of the "Excess Contributions" fraction is equal
                  to the amount of the Participant's Excess Contributions for
                  the Plan Year in which the Excess Contributions arose and the
                  denominator of the "Excess Contributions" fraction is equal to
                  sum of (i) the balance in the Participant's Before-Tax
                  Deferral Account as of the beginning of the Plan Year in which
                  the Excess Contributions arose; plus (ii) the amount of
                  contributions allocated to the Participant's Before-Tax
                  Deferral Account for the Plan Year in which the Excess
                  Contributions arose.

                                        6
<PAGE>

            (c)   Accounting for Excess Contributions. Excess Contributions
                  shall be distributed from the Participant's Before-Tax
                  Contributions Account from which the Excess Contributions
                  arose.

            (d)   Suspension or Reduction of Contributions. The preceding
                  notwithstanding, if, prior to the end of the Plan Year, the
                  Committee determines under the provisions of this subsection
                  that a Participant is not eligible to defer any or all amounts
                  within the election made under Section 3.1, the Committee may
                  authorize a suspension or reduction of Before-Tax
                  Contributions for such affected Participant made under Section
                  3.1 according to the Committee's established rules. These
                  rules may include provisions authorizing suspension or
                  reduction of deferrals above a specific dollar amount or
                  percent of Compensation.

            (e)   This section shall be interpreted in accordance with the Code,
                  but so as to minimize the amount of Excess Contributions.

4. LIMITATIONS ON EMPLOYER MATCHING CONTRIBUTIONS

            (a)   Actual Contribution Percentage (ACP) Test for all Plan Years
                  Beginning on or after January 1, 1997 except the Plan Year
                  Beginning on January 1, 1999. After-Tax Contributions,
                  Matching Contributions and Discretionary Contributions made
                  under the Plan must meet the Actual Contribution Percentage
                  (ACP) test of Code Section 401(m). For all Plan Years
                  beginning on or after January 1, 1997 except the Plan Year
                  beginning on January 1, 1999, the ACP for a Plan Year for
                  Participants who are Highly Compensated Employees for the Plan
                  Year and the prior Plan Year's ACP for Participants who were
                  Non-Highly Compensated Employees for the prior Plan Year must
                  satisfy one of the following tests:

                  (i)   The ACP for a Plan Year for Participants who are Highly
                        Compensated Employees for the Plan Year shall not exceed
                        the prior Plan Year's ACP for Participants who were
                        Non-Highly Compensated Employees for the prior Plan Year
                        multiplied by 1.25; or

                  (ii)  The ACP for a Plan Year for Participants who are Highly
                        Compensated Employees for the Plan Year shall not exceed
                        the prior Plan Year's ACP for Participants who were
                        Non-Highly Compensated Employees for the prior Plan Year

                                        7
<PAGE>

                        multiplied by two (2), and the ACP for Participants who
                        are Highly Compensated Employees shall not exceed the
                        ACP for Participants who were Non-Highly Compensated
                        Employees in the prior Plan Year by more than two (2)
                        percentage points.

            (b)   Actual Contribution Percentage (ACP) Test for the Plan Year
                  Beginning January 1, 1999. After-Tax Contributions, Matching
                  Contributions and Discretionary Contributions made under the
                  Plan must meet the Actual Contribution Percentage (ACP) test
                  of Code Section 401(m). For the Plan Year beginning on January
                  1, 1999, the ACP for a Plan Year for Participants who are
                  Highly Compensated Employees for the Plan Year and the ACP for
                  Participants who are Non-Highly Compensated Employees for the
                  same Plan Year must satisfy one of the following tests:

                  (i)   The ACP for a Plan Year for Participants who are Highly
                        Compensated Employees for the Plan Year shall not exceed
                        the ACP for Participants who are Non-Highly Compensated
                        Employees for the same Plan Year multiplied by 1.25; or

                  (ii)  The ACP for a Plan Year for Participants who are Highly
                        Compensated Employees for the Plan Year shall not exceed
                        the ACP for Participants who are Non-Highly Compensated
                        Employees for the same Plan Year multiplied by two (2),
                        and the ACP Participants who are Highly Compensated
                        Employees shall not exceed the ACP for Participants who
                        are Non-Highly Compensated Employees in the same Plan
                        Year by more than two (2) percentage points.

            (c)   Actual Contribution Percentage (ACP) means, for a specified
                  group of eligible Participants for the specified Plan Year,
                  the average of the ratios (calculated separately for each
                  Participant in such group) of (1) the sum of the Participant's
                  After-Tax Contributions, Matching Contributions, Discretionary
                  Contributions and any Nonelective Contributions to be used in
                  the ACP test made on behalf of such Participant for the
                  applicable Plan Year (and disregarding any contributions
                  returned as an excess annual addition pursuant to Regulation
                  Section 1.415-6(b)(6)(iv), to (2) the Participant's
                  Compensation for such Plan Year (whether or not the Employee
                  was a Participant for the entire

                                        8
<PAGE>

                  Plan Year). For purposes of this section, an eligible
                  Participant shall mean any Employee of the Company who is
                  otherwise authorized under the terms of the Plan to have
                  After-Tax Contributions, Before-Tax Contributions, Matching
                  Contributions or Discretionary Contributions allocated to his
                  or her account for the Plan Year. If an After-Tax Contribution
                  is required as a condition of participation in the Plan, any
                  Employee who would be an eligible Participant in the Plan if
                  such Employee made such a contribution shall be treated as an
                  eligible Participant on behalf of whom no After-Tax, Matching
                  Contributions or Discretionary Contributions are made.

                  Under regulations, the Company also may elect to use
                  Before-Tax Contributions in the ACP test so long as the ADP
                  test is met before the Before-Tax Contributions are used in
                  the ACP test and continues to be met following the exclusion
                  of those Before-Tax Contributions that are used to meet the
                  ACP test.

            (d)   Special Rules.

                  (i)   Multiple Use: If one or more Highly Compensated Employee
                        participates in both a cash or deferred arrangement and
                        a plan subject to the ACP test maintained by the Company
                        and the sum of the ADP and ACP of those Highly
                        Compensated Employees subject to either or both tests
                        exceeds the Aggregate Limit, then the ACP of those
                        Highly Compensated Employees who also participate in a
                        cash or deferred arrangement will be reduced (beginning
                        with such Highly Compensated Employee whose ACP
                        contribution amount is the highest) so that the limit is
                        not exceeded. The amount by which each Highly
                        Compensated Employee's Contribution Percentage Amounts
                        is reduced shall be treated as an Excess Aggregate
                        Contribution. The ADP and ACP of the Highly Compensated
                        Employees are determined after any corrections required
                        to meet the ADP and ACP tests. Multiple use does not
                        occur if one or both of the ADP and ACP of the Highly
                        Compensated Employees does not exceed 1.25 multiplied by
                        the applicable ADP and ACP of the Non-Highly Compensated
                        Employees.

                        Aggregate Limit shall mean:

                                        9
<PAGE>

                        (A)   For all Plan Years beginning on or after January
                              1, 1997 except the Plan Year beginning on January
                              1, 1999, the sum of (i) 125 percent (125%) of the
                              greater of the ADP of the Non-Highly Compensated
                              Employees for the prior Plan Year or the ACP of
                              the Non-Highly Compensated Employees under the
                              Plan subject to Code Section 401(m) for the Plan
                              Year beginning with or within the prior Plan Year
                              of the CODA and (ii) the lesser of two hundred
                              percent (200%) or two (2) plus the lesser of such
                              ADP or ACP. However, "lesser" is substituted for
                              "greater" in (i) above and "greater" is
                              substituted for "lesser" after "two (2) plus the"
                              in (ii) if it would result in a larger Aggregate
                              Limit.

                        (B)   For the Plan Year beginning on January 1, 1999,
                              the sum of (i) 125 percent (125%) of the greater
                              of the ADP of the Non-Highly Compensated Employees
                              for the Plan Year or the ACP of the Non-Highly
                              Compensated Employees under the Plan subject to
                              Code Section 401(m) for the Plan Year beginning
                              with or within the Plan Year of the CODA and (ii)
                              the lesser of two hundred percent (200%) or two
                              (2) plus the lesser of such ADP or ACP. However,
                              "lesser" is substituted for "greater" in (i) above
                              and "greater" is substituted for "lesser" after
                              "two (2) plus the" in (ii) if it would result in a
                              larger Aggregate Limit.

                  (ii)  For purposes of this Section, the ACP for any
                        Participant who is a Highly Compensated Employee and who
                        is eligible to have Matching Contributions, After-Tax
                        Contributions and Before-Tax Contributions, if
                        applicable, allocated to his or her account under two or
                        more plans described in Code Section 401(a) or
                        arrangements described in Code Section 401(k) that are
                        maintained by the Company, shall be determined as if the
                        total of such matching contributions, after-tax
                        contributions and before-tax contributions, if
                        applicable, was made under each plan. If a Highly
                        Compensated Employee participates in two or more cash or
                        deferred arrangements that have different plan years,
                        all cash or deferred arrangements ending with or

                                       10
<PAGE>

                        within the same calendar year shall be treated as a
                        single arrangement.

                  (iii) In the event that this Plan satisfies the requirements
                        of Code Sections 401(m), 401(a)(4) or 410(b) only if
                        aggregated with one or more other plans, or if one or
                        more other plans satisfy the requirements of such
                        sections of the Code only if aggregated with this Plan,
                        then this section shall be applied by determining the
                        ACP of Employees as if all such plans were a single
                        plan. Plans may be aggregated in order to satisfy Code
                        Section 401(m) only if they have the same Plan Year.

                  (iv)  For purposes of determining the ACP test, Matching
                        Contributions, Discretionary Contributions and After-Tax
                        Contributions will be considered made for a Plan Year if
                        made no later than the end of the twelve-month period
                        beginning on the day after the close of the applicable
                        Plan Year.

                  (v)   The Committee shall maintain records sufficient to
                        demonstrate satisfaction of the ACP test.

                  (vi)  The determination and treatment of the ACP of any
                        Participant shall satisfy such other requirements as may
                        be prescribed by the Secretary of the Treasury.

                  (vii) For purposes of this Section, Compensation means
                        compensation as defined in Code Section 414(s), and the
                        regulations thereunder.

                  This Section shall be interpreted in accordance with the Code,
                  but so as to minimize the Excess Aggregate Contributions.

            (e)   Excess Aggregate Contributions. The amount of "Excess
                  Aggregate Contributions" for a Highly Compensated Employee for
                  a Plan Year is the amount (if any) by which the Highly
                  Compensated Employee's After-Tax Contributions and Matching
                  Contributions must be reduced for that Highly Compensated
                  Employee's actual contribution ratio ("ACR") to equal the
                  highest permitted ACR under the Plan. To calculate the highest
                  permitted ACR under the Plan, the ACR of the Highly
                  Compensated Employee with the highest ACR is reduced by the
                  amount required

                                       11
<PAGE>

                  to cause that Highly Compensated Employee's ACR to equal the
                  ACR of the Highly Compensated Employee with the next highest
                  ACR. This process shall be repeated by reducing the ACRs of
                  the group of Highly Compensated Employees with the highest
                  ACRs to level of the Highly Compensated Employee with the next
                  highest ACR until the ACP test is met. If, in any step, a
                  lesser reduction would enable the arrangement to satisfy the
                  ACP test, only this lesser reduction shall be made. The
                  highest ACR remaining under the Plan after leveling is the
                  highest permitted ACR.

                  For purposes of this paragraph, "ACR" means the sum of an
                  Employee's After-Tax Contributions and Matching Contributions
                  made on behalf of such Employee for the Plan Year, divided by
                  the Employee's Compensation taken into account for the Plan
                  Year.

            (f)   Distributions of Excess Aggregate Contributions.
                  Notwithstanding any other provision of this Plan, Excess
                  Aggregate Contributions of all Highly Compensated Employees,
                  plus any income and minus any loss allocable thereto, shall be
                  allocated to the Highly Compensated Employees under this
                  paragraph and forfeited, if forfeitable, or if not
                  forfeitable, distributed no later that the last day of each
                  Plan Year to such Highly Compensated Employees. In determining
                  the amount of Excess Aggregate Contributions allocable to a
                  Highly Compensated Employee, the Highly Compensated Employee
                  with the highest amount of contributions taken into account in
                  calculating the ACP test for the Plan Year in which the excess
                  arose shall be reduced to the level of the Highly Compensated
                  Employee with the next highest amount of such contributions,
                  continuing in descending order until all the Excess Aggregate
                  Contributions have been allocated among Highly Compensated
                  Employees. If such Excess Aggregate Contributions are
                  distributed more than 2-1/2 months after the last day of the
                  Plan Year in which such excess amounts arose, a ten percent
                  (10%) excise tax will be imposed on the Company maintaining
                  the Plan with respect to such amounts.

                  Excess Aggregate Contributions shall be treated as Annual
                  Additions under the Plan.

            (g)   Determination of Income or Loss Allocable to Excess Aggregate
                  Contributions. Excess Aggregate Contributions shall be
                  adjusted for any income or loss allocable to such Excess
                  Aggregate

                                       12
<PAGE>

                  Contributions up to the last day of the Plan Year to which the
                  Excess Aggregate Contributions relate. The income or loss
                  allocable to a Participant's Excess Aggregate Contributions
                  shall be determined by multiplying the income or loss
                  allocable to the Participant's Matching Account (and, if
                  applicable, the Participant's After-Tax Contributions Account,
                  Nonelective Contribution Account and Before-Tax Contribution
                  Account to the extent contributions allocated to such
                  Account(s) are not taken into account in computing the ADP
                  Test) for the Plan Year in which the Excess Aggregate
                  Contributions arose by the "Excess Aggregate Contributions"
                  fraction.

                        The numerator of the "Excess Aggregate Contributions"
                  fraction is equal to the amount of the Participant's Excess
                  Aggregate Contributions for the Plan Year in which the Excess
                  Aggregate Contributions arose. The denominator of the "Excess
                  Aggregate Contributions" fraction is equal to the sum of: (i)
                  the balance in the Participant's Matching Account (and, if
                  applicable, the Participant's After-Tax Contributions Account,
                  Nonelective Contribution Account and/or Before-Tax
                  Contribution Account) as of the beginning of the Plan Year in
                  which the Excess Aggregate Contributions arose; plus (ii) the
                  amount of contributions allocated to the Participant's
                  Matching Account (and, if applicable, the Participant's
                  After-Tax Contributions Account, Nonelective Contribution
                  Account and/or Before-Tax Contribution Account to the extent
                  the contributions allocated to such Account(s) were not taken
                  into account in computing the ADP test) for the Plan Year in
                  which the Excess Contributions arose.

            (h)   Accounting for Excess Aggregate Contributions. Contributions
                  shall be forfeited, if not vested, and treated as forfeitures
                  in accordance with the provisions of Section 6.8. Excess
                  Aggregate Contributions shall be distributed on a pro-rata
                  basis from the Participant's After-Tax Account, Matching
                  Account and, if applicable, the Participant's Nonelective
                  Contribution Account and/or Before-Tax Contribution Account
                  (to the extent contributions allocated to such Accounts are
                  not taken into account in computing the ADP Test).

                                       13
<PAGE>

                                   SCHEDULE C

            SPECIAL RULES RELATING TO CERTAIN FORMER BAYER EMPLOYEES

      This Schedule C shall be effective as of March 1, 2000, except as
otherwise provided herein.

      This Schedule C shall apply to any Participant, who (A) was an employee of
the Bayer Corporation immediately prior to March 1, 2000; (B) became an Employee
of the Company effective March 1, 2000; and (C) has a plan-to-plan transferred
account balance from the Bayer Corporation Employee Savings Plan (the "Bayer
Transfer Account") to this Plan (hereinafter the "Former Bayer Participant").
Only with respect to the interest in his Bayer Transfer Account, a Former Bayer
Participant shall be entitled to the following rights and protected benefits:

1.    Upon completing an Hour of Service with the Company, a Former Bayer
      Participant shall become fully vested in his entire Bayer Transfer Account
      balance.

2.    Any Former Bayer Participant whose Bayer Transfer Account has more than
      one outstanding loan as of the date of the plan-to-plan transfer, shall
      not be eligible for any loan pursuant to Article 9 of the Plan until all
      outstanding transferred loans have been paid in full.

3.    With a Bayer Transfer Account of a Former Bayer Participant who (i) was
      previously an employee of Technicon Instruments Corporation ("TCI") and
      (ii) has a protected benefit transfer from a TCI tax-qualified plan
      commingled with their Bayer Transfer Account (hereinafter, the "TCI
      Grandfathered Account"), such Participant shall be entitled to, only with
      respect to the TCI Grandfathered Amount, the following optional forms of
      distribution:

      (i)   a qualified joint and survivor annuity as defined in Code Section
            417(b);

      (ii)  a straight-life annuity; or

      (iii) a joint and survivor annuity, with a maximum survivor annuity not
            exceeding 50%.

4.    For any Former Bayer Participant with a TCI Grandfathered Account, who has
      elected a qualified joint and survivor annuity option as the distribution
      form of his TCI Grandfathered Account, such Former Bayer Participant may
      not change his election of a qualified joint and survivor annuity without
      the required written consent of the said Former Bayer Participant's
      spouse, if any, as required under

                                        1
<PAGE>

      Code Section 417(a). In addition, any Former Bayer Participant with a TCI
      Grandfathered Account, who has elected a qualified joint and survivor
      annuity option as the distribution form of his TCI Grandfathered Account,
      such Former Bayer Participant may not take a loan against his TCI
      Grandfathered Account without the required written consent of the said
      Former Bayer Participant's spouse, if any, as required under Code Section
      417(a).

5.    A Former Bayer Participant shall be entitled to withdraw from his Bayer
      Transferred Account while said Participant is employed by the Company
      (provided, however, any Former Bayer Participant with a TCI Grandfathered
      Account must have spousal consent as required under Code Section 417(a))
      at anytime without compliance with the order of withdrawals as set forth
      under Section 8.3 of the Plan.

                                        2
<PAGE>

                                   SCHEDULE D

                SPECIAL PROVISIONS RELATING TO CERTAIN EMPLOYEES

1. Fisher Safety America, Inc. Employees.

      With respect to each employee or former employee of Safety Supply America
Corporation who became an employee of Fisher Safety America Inc. in connection
with the consummation of the transactions contemplated by the Asset Purchase
Agreement dated June 30, 1994, by and among Figgie International Inc., Figgie
Licensing Corporation, Safeguard Industrial Corporation and Fisher Safety, Inc.,
such employee's service for all purposes under this Plan, including eligibility
to participate and vesting under the Plan, shall be determined under the
applicable provisions hereof as if his period of employment with Safety Supply
America Corporation was a period of employment with a Company.

2. Former Chiron Employees.

      Individuals who are former Employees of Chiron, Inc., and who are hired on
September 3, 1999, by Fisher Scientific International, Inc., shall have service
credited under the Savings Plan for purposes of eligibility to participate in
such Plan and for purposes of vesting, as if their service with Chiron had been
service with Fisher. Notwithstanding the foregoing, such service shall not be
credited for any other purposes, including seniority, pension benefit credit, or
entitlement to contributions under the Plan.

3. Applied Scientific Corporation Employees.

      With respect to each Employee of Applied Scientific Corporation on August
1, 1998, such Employee's service for all purposes under this Plan, including
eligibility to participate and vesting, shall be determined under the applicable
provisions hereof as if his or her period of employment with Applied Scientific
Corporation prior to August 1, 1998 was a period of employment with Fisher

4. Systems Manufacturing Corporation Employees.

      With respect to each Employee of Systems Manufacturing Corporation on
August 25, 1998, such Employee's service for all purposes under this Plan,
including eligibility to participate and vesting, shall be determined under the
applicable provisions hereof as if his or her period of employment with Systems
Manufacturing Corporation prior to August 1, 1998 was a period of employment
with the Company.

                                        1
<PAGE>

5. Safeguard Division Employees.

      Any Participant whose employment with the Safeguard Division of Fisher
Scientific Company was terminated on or about December 12, 1997, as a direct
result of the sale of that business to Bruder Healthcare Company shall be 100%
vested in his or her Account Balance.

6. Fisher Clinical Services Employees.

      Individuals who were employees of Fisher Clinical Services Inc. on
February 14, 2001, shall have service credited under the Plan for purposes of
eligibility to participate in the Plan and for purposes of vesting, as if their
service with Covance Pharmaceutical Packaging Services, Inc. and its affiliates
and predecessors had been service with Fisher. Notwithstanding the foregoing,
such service shall not be credited for any other purposes, including seniority,
pension benefit credit, or entitlement to contributions under the Plan.

      The Eligibility Service requirement of Section 2.1 shall not apply with
respect to employees of Fisher Clinical Services Inc. who are actively employed
by Fisher Clinical Services Inc. on February 14, 2001.

                                        2
<PAGE>

                                   SCHEDULE E

                     ADMINISTRATIVE AND INVESTMENT COMMITTEE

      The following persons constitute all of the members of the Administrative
and Investment Committee of Fisher Scientific International Inc. as of July 1,
1997:

            Paul M. Meister

            Todd M. DuChene

      This Schedule E is for informational purposes only and does not constitute
part of the Fisher Scientific International Inc. Savings and Profit Sharing
Plan. Accordingly, a formal amendment is not required to revise this schedule.

                                        1
<PAGE>

                                   SCHEDULE F

                                  SUBCOMMITTEES

      As of July 1, 1997, subcommittees of the Administrative and Investment
Committees of Fisher Scientific International Inc. exist for the following
subsidiaries of Fisher Scientific International Inc.:

            Fisher Scientific International Inc.

            Fisher Scientific Company LLC

            Fisher Hamilton Inc.

      This Schedule F is for informational purposes only and does not constitute
part of the Fisher Scientific International Inc. Savings and Profit Sharing
Plan. Accordingly, a formal amendment is not required to revise this schedule.

                                        1
<PAGE>

                                   SCHEDULE G

                                  RECORDKEEPER

      The recordkeeper of the Fisher Scientific International Inc. Savings and
Profit Sharing Plan as of January 1, 1999 is:

            Mellon Employee Benefit Solutions
            144 Glenn Curtiss Boulevard
            6th Floor
            Uniondale, NY  11556
            Tel.: (516) 338-3653
            Fax: (516) 338-3420

      This Schedule G is for informational purposes only and does not constitute
part of the Fisher Scientific International Inc. Savings and Profit Sharing
Plan. Accordingly, a formal amendment is not required to revise this schedule.

                                        1
<PAGE>

                                   SCHEDULE H

                                     TRUSTEE

      The Trustee of the Fisher Scientific International Inc. Savings and Profit
Sharing Plan as of July 1, 1997 is:

            Mellon Bank N.A.
            One Mellon Bank Center
            Pittsburgh, PA 15258-0001

      This Schedule H is for informational purposes only and does not constitute
part of the Fisher Scientific International Inc. Savings and Profit Sharing
Plan. Accordingly, a formal amendment is not required to revise this schedule.

                                        1
<PAGE>

                                   SCHEDULE I

                             PARTICIPATING COMPANIES

      Except as otherwise indicated, the following companies participate in the
Fisher Scientific International Inc. Savings and Profit Plan as of July 1, 1997:

            Applied Scientific Corporation, effective August 1, 1998

            Biochemical Sciences Inc.

            Columbia Diagnostic, Inc., effective January 1, 2000

            Epoxyn Products, Inc.

            Fisher Clinical Services Inc., effective February 14, 2001

            Fisher Hamilton Inc.

            Fisher Scientific Company LLC

            Fisher Scientific Operating Company

            Fisher Scientific International Inc.

            Fisher Technology Group Inc., effective July 1, 1997 through July
            21, 1999 only

            Liberty Lane Investment Company

            Strategic Procurement Services, Inc., effective for periods prior to
            April 1, 1999

            Systems Manufacturing Corporation, effective August 25, 1998

      This Schedule I is for informational purposes only and does not constitute
part of the Fisher Scientific International Inc. Savings and Profit Sharing
Plan. Accordingly, a formal amendment is not required to revise this schedule.

                                        1