WYETH
                               UNION SAVINGS PLAN



                               SECOND RESTATEMENT

                                 Restated as of
                                 January 1, 1997

                          As Amended to March 19, 2003












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                                      WYETH
                               UNION SAVINGS PLAN

                        (Restated as of January 1, 1997)

         The purpose of the Plan is to provide eligible employees with the
opportunity to accumulate personal savings.

         The Plan is amended and restated, effective January 1, 1997, unless
otherwise noted herein, to comply with the Uruguay Round Agreements Act of 1994
("GATT"); the Uniform Services Employment and Reemployment Rights Act of 1994
("USERRA"); the Small Business Job Protection Act of 1996 ("SBJPA"); the
Taxpayers Relief Act of 1997 ("TRA 97"); the Internal Revenue Service
Restructuring and Reform Act of 1998 ("RRA 98"); and the Community Renewal Tax
Relief Act of 2000 ("CRA") (collectively know as "GUST").

         Benefits for any Member or beneficiary of such Member, who retired,
died or terminated employment at any time prior to January 1, 1997 will be
determined under the provisions of the Plan as in effect on the date of the
Member's retirement, death, or termination, unless additional benefits are
specifically provided by a subsequent amendment to the Plan. The restated Plan
contained herein will apply to Members, or beneficiaries of such Members, who
retire, die or terminate employment at any time on or after January 1, 1997.

         Effective March 11, 2002, the Company changed its corporate name from
American Home Products Corporation to Wyeth and the name of the Plan was changed
accordingly.

         It is intended that the Plan and Trust Fund will be for the exclusive
benefit of participating Members, their beneficiaries and families. Subject to
the provisions of the Plan, and except as otherwise is permitted by law, in no
event shall any part of the principal or income of the Trust Fund be paid to or
revert to the Company. It is intended that the Plan and Trust will constitute a
qualified plan and trust within the meaning of Section 401(a), Section 501(a)
and Section 401(k) of the Code, and such intention shall be given great weight
and consideration in the construction and interpretation of any provisions
hereof.

                                    ARTICLE I
                                   DEFINITIONS
         As used herein:

         "Accounts" shall mean the bookkeeping accounts of a Member kept
pursuant to Article V, including the Before-Tax Contribution Account, the
Employee After-Tax Contribution Account, the Rollover Contribution Account, and
the Company Contribution Account.

         "Act" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         "Adjustment Factor" shall mean the cost of living adjustment factor
prescribed by the Secretary of the Treasury under Section 415(d) of the Code for
years beginning after December 31, 1987, as applied to such items and in such
manner as the Secretary shall provide.

         "Administrator" shall have the meaning specified in the Act and Section
16.01 of the Plan.

         "'Before-Tax Contribution" shall mean any amount constituting a
reduction of the Covered Compensation of a Member which a Member shall have
elected to cause the Participating Company which is the employer of such Member
to contribute to the Plan on behalf of such Member in lieu of cash.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Company" or "Employer" shall mean Wyeth, a Delaware corporation, and
any successor thereto. Prior to March 11, 2002, the term Company meant "American
Home Products Corporation". For historical purposes, the term "American Home
Products Corporation" has been retained where applicable.

         "Company Contribution" shall mean any contribution to the Plan by or on
behalf of any Participating Company pursuant to Article V.

         "Company Stock" shall mean for purposes of this Plan, common stock of
Wyeth.

         "Company Stock Fund" shall mean the investment in a fund that will
consist primarily of Company Stock with a portion of the Fund invested in
short-term investments for liquidity. Members' interests will be expressed in
Units rather than Shares and the value of the Unit will reflect the combined
value of Company Stock and the short-term investments.

         "Computation Period" shall mean with respect to a Member a twelve
consecutive month period commencing on the date on which such person first
becomes an Employee and on each succeeding anniversary thereof.

         "Covered Compensation" shall mean regular wages, salary, overtime and
shift differentials for time worked prior to any reduction as contemplated by
Article IV-A, or by Sections 125, 127, 129 or successor provisions of the Code,
and exclusive of incentive compensation, any compensation for special
remuneration or bonuses paid to an Employee by a Participating Company;
provided, however, that in no event will the annual Covered Compensation of an
Employee exceed the limitation provided for in Section 401(a)(17) of the Code,
as adjusted by the Adjustment Factor.

         In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, the annual
Covered Compensation of each Employee taken into account under the Plan shall
not exceed the OBRA'93 annual compensation limit. The OBRA'93 annual
compensation limit is $150,000, as adjusted by the Commissioner for increases in
the cost of living in accordance with Section 401(a)(17)(B) of the Code. The
cost-of-living adjustment in effect for a calendar year applies to any period,
not exceeding 12 months, over which Covered Compensation is determined
(determination period) beginning in such calendar year. If a determination
period consists of fewer than 12 months, the OBRA'93 annual compensation limit
will be multiplied by a fraction, the numerator of which is the number of months
in the determination period, and the denominator of which is 12.

         Any reference in this Plan to the limitation under Section 401(a)(17)
of the Code shall mean the OBRA'93 annual compensation limit set forth in this
provision.

         If Covered Compensation for any prior determination period is taken
into account in determining a Member's benefits accruing in the current Plan
Year, the Covered Compensation for that prior determination period is subject to
the OBRA'93 annual compensation limit in effect for that prior determination
period.

         Effective for Plan Years beginning on and after January 1, 2002,
Covered Compensation shall be limited as provided under Section 401(a)(17) of
the Code as amended from time to time.

         For purposes of this Section, for Plan Years on or after January 1,
2001, Covered Compensation paid or made available during such Plan Year shall
include elective amounts that are not includible in the gross income of the
Employee by reason of Section 132(f)(4) of the Code.

         "Current Market Value" shall mean, with reference to Company Stock, the
then fair market value thereof as determined by the Trustee in accordance with
its standard procedures.

         "Employee" shall mean a person, other than a nonresident alien as to
the United States who is not a Member of the Plan, who is then currently
employed by the Company or a Subsidiary, and who is not then currently entitled
to receive any retirement benefits or disability benefits for total and
permanent disability, under any plan, program, contract or arrangement of the
Company or any Subsidiary, or deemed totally and permanently disabled under the
Plan. Unless otherwise specifically provided by the Board of Directors of the
Company (or by any committee or person whom the Board of Directors may
designate) with respect to any person or group of persons who become employed by
a Participating Company in connection with the acquisition of any business or
asset by the Company or a Subsidiary, such person or group of persons shall be
considered Employees only during such time as the criteria of this paragraph are
met. The term Employee shall not include an individual retained by the Company
or a Subsidiary through or an agency to perform services for the Company or a
Subsidiary who are classified or designated by the Company or a Subsidiary as an
independent contractor or a fee for service worker, including, without
limitation, any such individual who is or has been determined by a government
entity, court, arbitrator or other third party to be a common law employee of
the Company or a Subsidiary for any purpose and shall not include an individual
designated as a Leased Employee.

         "Employee After-Tax Contributions" shall mean any after-tax
contribution to the Plan made by a Member pursuant to Section 4.01.

         "Enrollment Date" shall mean the first day of each month while the Plan
is in effect following a Member's satisfactory completion of the eligibility
requirements of Article II.

                  "Fund" shall mean any of the Funds specified in Section 6.01
or selected by the Savings Plan Committee to be an investment fund of the Plan
as set forth in Schedule B which is attached hereto and incorporated herein by
reference.

          "Highly Compensated Employee" shall mean:

         (a)      effective for Plan Years starting after December 31, 1996, the
                  term "Highly Compensated Employee" includes highly compensated
                  active Employees and highly compensated former Employees. A
                  highly compensated active Employee means any Employee who:

                  (1)      was a Five-Percent Owner (as defined in section
                           416(i)(1) of the Code and applying the constructive
                           ownership rules of Section 318 of the Code) at any
                           time during the Look-back Year or the Determination
                           Year; or

                  (2)      for the Look Back Year had received Covered
                           Compensation from the Employer in excess of $80,000
                           (as adjusted by the Secretary of the Treasury
                           pursuant to Section 415(d) of the Code). For purposes
                           of this Subparagraph (a), the Employer has not made
                           the Top Paid Group election.
                           In determining whether an Employee is a Highly
                  Compensated Employee for years beginning in 1997, the above
                  definition shall be treated as having been in effect for years
                  beginning in 1996.

                           A former Employee shall be treated as a Highly
                  Compensated Employee if: (i) such Employee was a Highly
                  Compensated Employee when such Employee separated from
                  service, or (ii) such Employee was a Highly Compensated
                  Employee for any Plan Year after attaining age 55.

                           If the former Employee's separation from service
                  occurred prior to January 1, 1987, he or she is a Highly
                  Compensated Employee only if he or she satisfied clause (a) of
                  this Section or received Compensation in excess of $50,000
                  during: (1) the year of his or her separation from service (or
                  the prior year); or (2) any year ending after his or her 54th
                  birthday.

         (b)      For the purposes of this Section, the following definitions
                  shall apply: "Compensation" means compensation within the
                  meaning of Section 415(c)(3) of the Code. The determination
                  will be made without regard to Sections 125, 402(e)(3) or
                  402(h)(1)(B) of the Code.

                  "Determination Year" means the Plan Year with respect to which
                  the determination of an individual's status as a "Highly
                  Compensated Employee" (or Non-Highly Compensated Employee) is
                  being made.

                  "Look-Back Year" means the period of twelve (12) consecutive
                  months immediately preceding the Determination Year or, if the
                  Employer elects, the calendar year ending with or within the
                  Determination Year.

                  "Top-Paid Group" means that group of employees of the Employer
                  and its Affiliates who, when ranked on the basis of
                  compensation paid during the Determination Year or Look-back
                  Year are among the 20 percent of Employees receiving the
                  greatest amount of such compensation. Employees described in
                  Section 414(q)(5) of the Code and the regulations promulgated
                  thereunder shall be excluded.

         "Income" shall mean income with respect to contributions in a Member's
Account(s) resulting from the investment and reinvestment of such contributions
and any increment thereof and any distribution (and the net proceeds from the
sale of any such distribution) with respect to any such investment and
increments thereof.

         "Leased Employee" shall mean a person who is not a common law employee
of the Employer or an Affiliate but who provides services to the Employer or an
Affiliate, and:

         (1) such services are performed pursuant to an agreement between the
Employer and any other person or entity (the "Leasing Organization");

         (2) the person performing the services has done so on a substantially
full-time basis for at least one (1) year; and

         (3) for Plan Years starting before January 1, 1997, the services
performed are of a type historically performed in the business field of the
recipient by employees; and

         (4) for Plan Years starting after December 31, 1996, the services are
performed under the primary direction and control of the recipient of those
services. Notwithstanding the preceding sentence, the Plan shall not treat an
individual as a Leased Employee if the Leasing Organization covers the
individual by a money purchase pension plan with a nonintegrated contribution
rate of at least 10% of compensation, and provides for immediate participation
and full and immediate vesting, provided that Leased Employees constitute less
than 20% of the Company's Non-Highly Compensated Employees.

         "Member" shall mean and include (i) an Employee who is currently
contributing to the Plan, and (ii) an Employee or former Employee who has any
Shares or Units credited to any of his or her Accounts under the Plan.

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

         "Participating Collective Bargaining Unit" shall mean a collective
bargaining unit, which has bargained for and accepted participation in the Plan
as set forth in Schedule A which is attached hereto and incorporated herein by
reference.

         "Participating Company" shall mean and include (i) the Company, (ii)
each Subsidiary that shall have elected to participate in the Plan with the
consent of the Company, and (iii) with respect to United States citizens only,
any Subsidiary which shall not have elected to participate in the Plan but which
is (x) both a foreign subsidiary (within the meaning of Section 406 of the Code)
of a domestic corporation (as contemplated by Section 406 of the Code) which is
a Participating Company by reasons of clause (i) or (ii) hereof, and the subject
of an agreement under Section 3121(1) of the Code, or (y) a domestic subsidiary
(within the meaning of Section 407(a)(2)(A) of the Code) of a domestic parent
corporation (within the meaning of Section 407(a)(2)(B) of the Code) which is a
Participating Company by reason of clause (i) or (ii) hereof.

         "Payroll Deduction Authorization" shall mean any one of the several
forms used by the Administrator from time to time for any of the purposes for
which a Payroll Deduction Authorization is specified in the Plan.

         "Plan" shall mean the Wyeth Union Savings Plan, as from time to time
amended.

         "Plan Fiduciary" shall mean the following:

          (a)   The Employer and the Board of Directors of the Company and of
          each Subsidiary;

          (b)   The Committee appointed in accordance with Article XVI of the
          Plan; and

          (c). The Trustee appointed in accordance with the provisions of the
          Trust Agreement.

         "Plan Year" shall mean the calendar year beginning January 1, 1997 and
each calendar year thereafter during the existence of the Plan.

         "Rollover Contribution" shall mean any contribution to the Plan by a
Member pursuant to Article XXI.

         "Shares" shall mean shares of the Mutual Funds with Vanguard or other
Fund providers in which Members' Accounts are invested.

         "Subsidiary or Affiliate" shall mean a corporation or other entity not
less than 80% of the voting stock, or not less than 80% of the other indicia of
ownership (with a proportionate right to designate or control the management
thereof), of which is owned directly or indirectly by the Company and/or any
other Subsidiary or Subsidiaries, including, without limitation, all Members of
a controlled group of corporations (as defined in Section 414(b) of the Code)
which includes the Company; any trade or business (whether or not incorporated)
which is under common control (as defined in Section 414(c) of the Code) with
the Company; any organization (whether or not incorporated) which is a Member of
an affiliated service group (as defined in Section 414(m) of the Code) which
includes the Company; and any other entity required to be aggregated with the
Company pursuant to regulations under Section 414(o) of the Code, with the
Company, and any other entity which the Board of Directors of the Company may
designate as a Subsidiary from time to time for the purposes of the Plan. Unless
otherwise specifically provided by the Board of Directors of the Company (or any
committee or person to whom the Board of Directors may delegate the authority)
with respect to any Subsidiary, a Subsidiary shall be considered such (and
employees thereof Employees) only during such time as the criteria of this
paragraph are met.

         "Totally and Permanently Disabled", when used with respect to a Member,
shall mean a person who is determined by the Company, on the basis of a written
statement of a qualified physician selected by the Company, to be unable,
indefinitely, as a result of any medical, physical or mental condition (whether
occupational or non-occupational) to engage in any occupation of employment for
substantial remuneration or profit other than for purposes of rehabilitation.

         "Trust Agreement" shall mean the assets of the trust established under
Article XIII of the Plan, which trust shall form a part of the Plan.

         "Trust Fund" shall mean the assets of the trust established under
Article XIII of the Plan, which trust shall form a part of the Plan.

         "Trustee" shall mean the trustee or trustees appointed by the Company
pursuant to Article XIII.

         "Unit" shall have the meaning specified in Article VII.

         "Valuation Date" shall mean each day of any month on which the New York
Stock Exchange is open for business.

         "Vanguard" shall mean the Vanguard Fiduciary Trust Company.


<PAGE>


                                   ARTICLE II
                                   ELIGIBILITY

         Each Employee of a Participating Company who (1) has been employed by
the Company or a Subsidiary at any time during at least one month of any
twelve-month period ending on any anniversary of the date on which he or she
first became employed by the Company or a Subsidiary, (2) is a member of a
collective bargaining unit whose duly certified representative has been offered
and accepted the Plan, and (3) is currently entitled to make contributions,
shall upon completion of any forms required by the Administrator, be eligible to
become a Member of the Plan; provided, however, that the Committee may waive any
prior employment requirement set forth in this Article or in Article XXI with
respect to any group of persons who become Employees as the result of the
acquisition of any business or assets by a Participating Company, upon such
terms and conditions as, and to the extent that, the Committee may specify.



<PAGE>


                                   ARTICLE III
                                  PARTICIPATION

         Participation in the Plan shall be entirely voluntary. An eligible
Employee may elect to become a Member of the Plan as of any Enrollment Date by
delivering a Payroll Deduction Authorization to the Administrator or a Human
Resources representative. A person shall continue to be a Member of the Plan so
long as he or she has any Shares or Units credited to any of his or her Accounts
under the Plan.


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                                   ARTICLE IV
                             EMPLOYEE CONTRIBUTIONS

         4.01. Payroll Deductions. Each Member may make Employee After-Tax
Contributions to the Plan only while an Employee, only from his or her Covered
Compensation paid in the United States, and only by a payroll deduction of 1% to
16%, in whole percentages, as he or she may authorize from his or her Covered
Compensation by delivering a Payroll Deduction Authorization form or by
telephonic or electronic communication, which maximum percentage shall be
reduced by the percentage of Covered Compensation of such Member represented by
Before-Tax Contributions.

         4.02. Adjustments. The percentage of Covered Compensation authorized as
a payroll deduction for Employee After-Tax Contributions by a Member may be
increased or decreased by the Member as of any Enrollment Date (but not more
than once in any calendar quarter), by delivering a revised Payroll Deduction
Authorization form. A resumption of Employee After-Tax Contributions, an
increase in Employee After-Tax Contributions, the decrease of Employee After-Tax
Contributions or, if the Member has previously adjusted his or her Employee
After-Tax Contributions within twelve months, a termination of a Member's
Payroll Deduction Authorization Form pursuant to Section 4.03, shall not be
deemed an adjustment for purposes of the limitation of the number of adjustments
permitted to a Member as specified in the preceding sentence. A change in
Covered Compensation of a Member shall, without any notice being given by such
Member, adjust the dollar amount of such Member's Employee After-Tax
Contributions to that amount represented by the percentage previously in effect
of his or her new Covered Compensation, so long as such amount may be deducted
from his or her Covered Compensation paid in the United States. Such adjustment
shall not be deemed an increase or decrease by a Member for the purposes of this
Section.

         4.03. Termination of Employee After-Tax Contributions. Payroll
deductions for Employee After-Tax Contributions authorized by a Member may be
terminated by him or her, effective as of any date determined by and in
accordance with rules as established by the Committee, by delivering a revised
Payroll Deduction Authorization form, or by telephonic or electronic
communication as approved by and acceptable to the Administrator. If a Member
shall become ineligible to make contributions to the Plan, his or her Payroll
Deduction Authorization shall terminate immediately.

         4.04. Resumption of Employee After-Tax Contributions. If the Payroll
Deduction Authorization of a Member with respect to Employee After-Tax
Contributions shall terminate, such individual thereafter may resume
contributions to the Plan as of the next Enrollment Date on which such
individual is eligible to authorize payroll deductions under the eligibility
provisions of the Plan by delivering a new Payroll Deduction Authorization form
or by telephonic or electronic communication as approved and acceptable to the
Administrator.


<PAGE>


                                  ARTICLE IV A
                            VOLUNTARY PAY REDUCTIONS

         4A.01. Contributions of Before-Tax Contributions. (a) In lieu of making
all or any part of an Employee After-Tax Contribution, a Member may authorize,
by delivering a Payroll Deduction Authorization form, or by telephonic or
electronic communication as approved and acceptable to the Administrator, that
such Member's Covered Compensation be reduced, subject to the limitations
contained in the last two sentences of this Section 4A.01, 4A.03, 4A.03A and
Section 5.02 by 1% to 16%, in whole percentages, and that such reduction be
contributed to the Plan on behalf of such Member as a Before-Tax Contribution.
The maximum amount of Covered Compensation a Member is permitted to defer during
any calendar year is limited to $7,000 as adjusted by the Secretary of Treasury
pursuant to Section 402(g) of the Code. Any amount that cannot be credited to
his or her Employee Before-Tax Contribution account due to the foregoing limit
shall be paid to the Member in cash. If the aggregate of:

                           (i) the Before-Tax Contributions on behalf of a
                  Member under this Plan for any Plan Year, and

                           (ii) all other elective deferrals (as defined under
                  Section 402(g)(3) of the Code) for such same Plan Year on
                  behalf of such person under any other qualified benefit plan
                  maintained by any other corporation or other entity which is,
                  together with the Company treated as a single employer
                  pursuant to Sections 414(b),(c),(m) or (o) of the Code,
                  exceed the limitations of the last sentence of the preceding
                  paragraph (such excess amounts being hereafter referred to as
                  the "Excess Deferral Contributions"), then no later than April
                  15 of the following Plan Year, the Administrator shall
                  distribute to such Member an amount of Before-Tax
                  Contributions equal to the full amount of such Excess Deferral
                  Contributions (together with the income allocable thereto for
                  such prior Plan Year only).

         (b) A Member who is covered by an amendment to a collective bargaining
agreement, dated March 22, 2001 (the "Amendment"), between Local No. 95,
International Chemical Workers Union, AFL-CIO, Rouses Point, New York; Local No.
6, United Food and Commercial Workers International Union, AFL-CIO-CLC, Fort
Dodge, Iowa; and Local No. 143, International Chemical Workers Union, AFL-CIO,
Pearl River, New York, and the Company as agent for Wyeth-Ayerst
Laboratories-Rouses Point, New York; Fort Dodge Laboratories-Fort Dodge, Iowa;
and Wyeth-Ayerst Lederle-Pearl River, New York, may elect to contribute to the
Plan as Before-Tax Contributions, the amount of a signing bonus to which he or
she is entitled related to 2001 and/or 2004 pursuant to the Amendment, in lieu
of receiving such amounts as cash. Such election shall be on a form supplied by
the Administrator and must be made prior to the date such amounts would
otherwise be payable to such Members.

         4A.02. Method of Request; Termination; Adjustments. The percentage of
Covered Compensation authorized as a payroll deduction for Before-Tax
Contributions by a Member may be increased or decreased by him or her as of any
Enrollment Date (but not more than once in any calendar quarter with respect to
Before-Tax Contributions), by delivering a revised Payroll Deduction
Authorization form, or by telephonic or electronic communication approved by the
Administrator. A resumption of Before-Tax Contributions, a decrease of
Before-Tax Contributions by reason of the election of an increase in Employee
After-Tax Contributions, or, if the Member has previously adjusted his or her
Before-Tax Contributions within twelve months, or a termination of a Member's
Payroll Deduction Authorization form pursuant to this Section 4A.02 shall not be
deemed an adjustment for purposes of the limitation of the number of increases
or decreases permitted to a Member in any calendar quarter as specified in the
first sentence of this Section 4A.02. A change in Covered Compensation of a
Member shall, without any notice being given by such Member, adjust the dollar
amount of the Before-Tax Contributions with respect to such Member to that
amount represented by the percentage previously in effect of his or her new
Covered Compensation, so long as such amount may be deducted from his or her
Covered Compensation paid in the United States. Such adjustment shall not be
deemed an increase or decrease for the purposes of the first sentence of this
Section 4A.02. Payroll deductions for Before-Tax Contributions authorized by a
Member may be terminated by him or her, effective as of any Enrollment Date, by
delivering a revised Payroll Deduction Authorization form. If a Member shall
become ineligible to make contributions to the Plan, his or her Payroll
Deduction Authorization shall terminate immediately. If the Payroll Deduction
Authorization of a Member with respect to Before-Tax Contributions terminates,
such person thereafter may resume contributions to the Plan as of the next
Enrollment Date on which such person is eligible to authorize payroll deductions
under the eligibility provisions of the Plan by delivering a new Payroll
Deduction Authorization form or by telephonic or electronic communication as
approved and acceptable by the Administrator.

         4A.03. Nondiscrimination Test for Before-Tax Contributions. From time
to time during the course of the applicable Plan Year, the Administrator shall
insure that either (i) the Average Actual Deferral Percentage for Eligible
Members who are Highly Compensated Employees for the Plan Year shall not exceed
the Average Actual Deferral Percentage for Eligible Members who are Non-highly
Compensated Employees for the Plan Year multiplied by 1.25, or (ii) the Average
Actual Deferral Percentage for Eligible Members who are Highly Compensated
Employees for the Plan Year shall not exceed the Average Actual Deferral
Percentage for Eligible Members who are Non-highly Compensated Employees for the
Plan Year multiplied by 2, provided that the Average Actual Deferral Percentage
for Eligible Members who are Highly Compensated Employees does not exceed the
Average Actual Deferral Percentage for Eligible Members who are Non-highly
Compensated Employees by more than two (2%) percentage points or such lesser
amount as the Secretary of the Treasury shall prescribe to prevent the multiple
use of this alternative limitation with respect to any Highly Compensated
Employee.

         For the purpose of the foregoing determination, the following
definitions shall be used.

         "Actual Deferral Percentage" shall mean the ratio (expressed as a
percentage), of Before-Tax Contributions made on behalf of the Eligible Member
for the Plan Year to the Eligible Member's Compensation for the Plan Year. For
purposes of this Section and Section IV B, "Compensation" shall mean a Member's
"Covered Compensation" for the Plan Year as herein defined.

         "Average Actual Deferral Percentage" shall mean the average (expressed
as a percentage) of the Actual Deferral Percentages of the Eligible Members.

         "Eligible Members" shall mean all Employees of Participating Companies
who are otherwise authorized under the terms of the Plan to have Before-Tax
Contributions allocated to their Accounts for the Plan Year.

         For purposes of this section, the Actual Deferral Percentage for any
Eligible Member who is a Highly Compensated Employee for the Plan Year and who
is eligible to have Before-Tax Contributions allocated to his or her Account
under two or more plans or arrangements described in Section 401(k) of the Code
that are maintained by a Subsidiary shall be determined as if all such
Before-Tax Contributions were made under a single arrangement. The determination
and treatment of the Before-Tax Contributions, Compensation and Actual Deferral
Percentage of any Member shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.

         The test described above will be conducted using the current year
testing method; provided, however, that the Plan may be amended to use the prior
year testing method in those situations for which such changes are approved in
Internal Revenue Service Notice 98-1, or subsequent guidance promulgated by the
Secretary.

         In the event that neither the standard in clause (i) or (ii) of the
first paragraph of this Section 4A.03 is met, the Administrator shall reduce the
Before-Tax Contributions requested by the Highly Compensated Employees in any
manner deemed equitable by the Administrator so as to insure compliance with the
foregoing standards. A future required reduction in a Before-Tax Contribution
shall be paid to the affected Member as, and with the remainder of, such
Member's Covered Compensation, but such Member may direct that such amount (or
any portion thereof) be treated as an Employee After-Tax Contribution.

         4A.03A. Compliance with Non-Discrimination Test. Following the close of
the applicable Plan Year (the "Testing Year"), but no later than the last day of
the following Plan Year, the Administrator shall determine whether the test set
out in the first paragraph of Section 4A.03 was in fact met for the Testing
Year. In the event that the Administrator determines that such test was not in
fact met for the Plan, then the amount of such Before-Tax Contributions (and any
related Income) which causes such limits to be exceeded, (and any related
Income) shall be distributed to Highly Compensated Employees or recharacterized
as Employee After-Tax Contributions as described below.

         In determining whether the test set out in the first paragraph of
  Section 4A.03 was in fact met for the Testing Year, Before-Tax Contributions
  made on behalf of any Employee shall be so taken into account for the Testing
  Year only if: (i) such contributions are allocated to such Employee's Accounts
  under the Plan as of a date no later than the last day of the Testing Year,
  and (ii) such contributions are attributable to Covered Compensation that, but
  for the making of such contributions, would otherwise have been (A) received
  by such Employee during the testing year or (B) earned during the Testing Year
  and received by such Employee within 2 1/2 months after the end of the Testing
  Year.

         The amount of Excess Before-Tax Contributions which is to be refunded
or recharacterized shall be determined as set forth below for Plan Years
beginning after January 1, 1996:

         Notwithstanding any other provision of the plan, Excess Contributions,
plus any income and minus any loss allocable thereto, shall be distributed no
later than the last day of each Plan Year to members to whose accounts such
Excess Contributions were allocated for the preceding Plan Year. Pursuant to the
dollar leveling method, Excess Contributions are allocated to the Highly
Compensated Employees with the largest amounts of employer contributions taken
into account in calculating the Actual Deferral Percentage test for the year in
which the excess arose, beginning with the Highly Compensated Employee with the
largest amount of such employer contributions and continuing in descending order
until all the Excess Contributions have been allocated. For purposes of the
preceding sentence, the "largest amount" is determined after distribution of any
Excess Contributions.

         Excess Contributions (including the amounts recharacterized) shall be
treated as annual additions under the plan.

         "Excess Contributions" shall mean, with respect to any Plan Year, the
excess of:

                  (a) The aggregate amount of employer contributions actually
         taken into account in computing the Actual Deferral Percentage of
         Highly Compensated Employees for such Plan Year, over

                  (b) The maximum amount of such contributions permitted by the
         Actual Deferral Percentage test (determined by utilizing the ratio
         leveling method, thereby hypothetically reducing contributions made on
         behalf of Highly Compensated Employees in order of the Actual Deferral
         Percentage, beginning with the highest of such percentages).

         If the distributions or recharacterization described above are made,
the Average Actual Deferral Percentage is treated as satisfying the
non-discrimination test of Section 401(k)(3) of the Code regardless of whether
the Average Actual Deferral Percentage, if recalculated after such distributions
have occurred, would satisfy Section 401(k)(3) of the Code.

         For purposes of Section 401(k)(2) of the Code, if a corrective
distribution of Excess Before-Tax Contributions has been made, the Average
Actual Deferral Percentage of Highly Compensated Employees is deemed to be the
largest amount permitted under Section 401(k)(2) of the Code.

         The Administrator shall, to the extent administratively possible,
distribute all Excess Before-Tax Contributions and any income or loss allocable
thereto which are required to be made pursuant to this Section, prior to the
fifteenth day of the third month following the end of the Plan Year in which the
Excess "Before-Tax" Contributions arose. In any event, however, the Excess
Before-Tax Contributions and any Income allocable thereto shall be distributed
prior to the end of the Plan Year following the Plan Year in which the Excess
Before-Tax Contributions arose.

         Excess Before-Tax Contributions shall be treated as Annual Additions
under Section 415 of the Code and Section 5.02 of the Plan.


<PAGE>


                                  ARTICLE IV B
                       NON-DISCRIMINATION TEST FOR COMPANY
               CONTRIBUTIONS AND EMPLOYEE AFTER-TAX CONTRIBUTIONS

         4B.01. Non-Discrimination Test. From time to time during the course of
the applicable Plan Year the Administrator shall, to the extent required for
collectively bargained plans or in the Administrator's discretion, insure that
either (i) the Average Contribution Percentage for Eligible Members who are
Highly Compensated Employees for the Plan Year shall not exceed the Average
Contribution Percentage for Eligible Members who are Non-highly Compensated
Employees for the Plan Year multiplied by 1.25 or (ii) the Average Contribution
Percentage for Eligible Members who are Highly Compensated Employees for the
Plan Year shall not exceed the Average Contribution Percentage for Eligible
Members who are Non-highly Compensated Employees for the Plan Year multiplied by
2, provided that the Average Contribution Percentage for Eligible Members who
are Highly Compensated Employees does not exceed the Average Contribution
Percentage for Eligible Members who are Non-highly Compensated Employees by more
than two (2) percentage points or such lesser amount as the Secretary of the
Treasury shall prescribe to prevent the multiple use of this alternative
limitation with respect to any Highly Compensated Employee.

         4B.02. Definitions. For purposes of this Article IV B only, the
following definitions apply:

         "Average Contribution Percentage" shall mean the average (expressed as
a percentage) of the Contribution Percentages of all the Eligible Members.

         "Contribution Percentage" shall mean the ratio (expressed as a
percentage) of the sum of the Employee After-Tax Contributions, and Company
Contributions (if applicable) under the Plan on behalf of the Eligible Member
for the Plan Year to the Eligible Member's Compensation for the Plan Year.

         "Eligible Member" shall mean any Employee of a Participating Company
who is otherwise authorized under the terms of the Plan to have Employee
After-Tax Contributions or Company Contributions (if applicable) allocated to
his or her Account for the Plan Year.

         4B.03. Special Rules. For purposes of this Article IV B, the
Contribution Percentage for any Eligible Member who is a Highly Compensated
Employee for the Plan Year and who is eligible to make Employee After-Tax
Contributions, or to have Company Contributions (if applicable) or Before-Tax
Contributions allocated to his or her account under two or more plans described
in Section 401(a) of the Code or arrangements described in Section 401(k) of the
Code that are maintained by a Participating Company or a Subsidiary shall be
determined as if all such contributions were made under a single plan. In the
event that this Plan satisfies the requirements of Section 410(b) of the Code
only if aggregated with one or more other plans, or if one or more other plans
satisfy the requirements of Section 410(b) of the Code only if aggregated with
this Plan, then this Article shall be applied by determining the Contribution
Percentages of Eligible Members as if all such plans were a single plan.

         4B.04. Compliance with Non-Discrimination Test.

                  (a) Following the close of the applicable Plan Year (the
         "Testing Year"), but no later than the last day of the following Plan
         Year, the Administrator shall determine whether the test set out in
         Section 4B.01 was in fact met for the Testing Year. In the event the
         Administrator determines that such test was not in fact met for the
         Testing Year, then no later than the last day of the following Plan
         Year, the amount of the Employee After-Tax Contributions made on behalf
         of a Highly-Compensated Employee (and any related Income) which causes
         such limits to be exceeded may be distributed to individual Highly
         Compensated Employees determined as set forth below for Plan Years
         commencing after December 31, 1996.

                  (b) Notwithstanding any other provision of the plan, Excess
         Aggregate Contributions, plus any income and minus any loss allocable
         thereto, shall be forfeited, if forfeitable, or if not forfeitable,
         distributed no later than the last day of each Plan Year to
         participants to whose accounts such Excess Aggregate Contributions were
         allocated for the preceding Plan Year. Pursuant to the dollar leveling
         method, Excess Aggregate Contributions are allocated to the Highly
         Compensated Employees with the largest Contribution Percentage Amounts
         taken into account in calculating the Actual Contribution Percentage
         test for the year in which the excess arose, beginning with the Highly
         Compensated Employee with the largest amount of such Contribution
         Percentage Amounts and continuing in descending order until all the
         Excess Aggregate Contributions have been allocated. For purposes of the
         preceding sentence, the "largest amount" is determined after
         distribution of any Excess Aggregate Contributions. Excess Aggregate
         Contributions shall be treated as annual additions under the Plan.
         Definitions:

         1. "Excess Aggregate Contributions" shall mean, with respect to any
Plan Year, the excess of:

                  a. The aggregate Contribution Percentage Amounts taken into
         account in computing the numerator of the Contribution Percentage
         actually made on behalf of Highly Compensated Employees for such Plan
         Year, over

                  b. The maximum Contribution Percentage Amounts permitted by
         the Actual Contribution Percentage test (determined by utilizing the
         ratio leveling method, thereby hypothetically reducing contributions
         made on behalf of Highly Compensated Employees in order of their
         Contribution Percentages, beginning with the highest of such
         percentages).

                  (c) If the distribution described above is made, the Average
         Actual Contributions Percentage is treated as meeting the
         non-discrimination test of Section 401(m)(2) of the Code regardless of
         whether the Average Actual Contribution Percentage, if recalculated
         after such distributions, would satisfy Section 401(m)(2) of the Code.

                  (d) For purposes of Section 401(m)(9) of the Code, if a
         corrective distribution of Excess Employee After-Tax Contributions has
         been made, the Average Actual Contribution Percentage of Highly
         Compensated Employees is deemed to be the largest amount permitted
         under Section 401(m)(2) of the Code.

                  (e) The test described in Section 4B.01 above will be
         conducted using the current year testing method provided, however, that
         the Plan may be amended to use the prior year testing method in those
         situations for which such a change is approved in Internal Revenue
         Service Notice 98-1 (Part VII(A)) or in subsequent guidance promulgated
         by the Secretary of the Treasury.

                  (f) The Administrator shall, to the extent administratively
         possible, distribute all Excess Employee After-Tax Contributions and
         any income allocable thereto which are required to be made pursuant to
         this Section, prior to the fifteenth day of the third month following
         the end of the Plan Year in which Excess Aggregate Employee After-Tax
         Contributions arose. Any Excess Aggregate After-Tax Contributions are
         to be distributed after the fifteenth day of the third month following
         the end of the Plan Year. In any event, however, the Excess Aggregate
         Employee After-Tax Contributions and any income allocable thereto shall
         be distributed prior to the end of the Plan Year following the Plan
         Year in which the Excess Employee After-Tax Contributions arose.
         Excess Aggregate After-Tax Contributions shall be treated as Annual
         Additions under Section 415 of the Code and Section 5.02 of the Plan.

         4B.05. Multiple Use Test. In order to prevent the multiple use of the
alternate method described in Section 4A.03 and Section 4B.04, any Highly
Compensated Employee eligible to make Before-Tax Contributions and Employee
After-Tax Contributions under the Plan shall have his or her contributions under
the Plan reduced, if required, pursuant to Regulation section 1.401(m)-2.



<PAGE>


                                    ARTICLE V
                              COMPANY CONTRIBUTIONS

         5.01. Company Contribution. As provided for below, Company
Contributions (including any Matching Employee and Company Performance
Contributions made under the prior Plan) shall no longer be available to
Member's and shall cease effective December 31, 1996. The retention of this
Article is purely for historical reference. The Company shall contribute to the
Plan, out of its current or accumulated earnings and profits, but not otherwise,
the following amounts, to the extent that they shall not exceed the amounts
deductible under the applicable provision of the Code:

                           (a)......With respect to each Member who is an
                  Employee of the Company, except as provided in paragraph (b)
                  of this Section 5.01, and subject to Article X and Section
                  10A.04, the Company Contribution, which shall be an amount
                  equal to 50% of the Member's first (3%) of Employee After-Tax
                  Contribution and Before-Tax Contribution of each such Member,
                  for each month for which such Member makes an Employee
                  After-Tax Contribution or there is contributed on his or her
                  behalf a Before-Tax Contribution;

                           (b)......with respect to Employee After-Tax
                  Contributions deducted from, and Before-Tax Contributions
                  reducing Covered Compensation paid after December 31, 1991 to
                  each Member (other than a Member who is a member of a
                  collective bargaining unit which has not been offered and
                  accepted this provision and the other provisions of the Plan
                  which become effective either January 1, 1992 or with respect
                  to Covered Compensation paid before December 31, 1991) who has
                  been an Employee of the Company or a Subsidiary at any time
                  during at least three months of any calendar quarter period
                  ending on any anniversary of the date on which he or she first
                  became employed by the Company or a Subsidiary (provided,
                  however, that (i) such eligibility requirements shall not
                  apply to an Employee who becomes a Member in accordance with,
                  and as described in, Article XXII B hereof, to the extent
                  specified in such Article XXII B, and (ii) the Committee may
                  waive any prior employment requirement set forth in this
                  paragraph or in Article XXII B with respect to any group of
                  persons who become Employees as the result of the acquisition
                  of any business or assets by a Participating Company, upon
                  such terms and conditions as, and to the extent that, the
                  Committee may specify), subject to Article X and Section
                  10A.04, the Company Contribution, which shall be an amount
                  equal to 75% of the first 4% of the Employee After-Tax
                  Contribution and Before-Tax Contribution of each such Member,
                  for each month for which such Member makes an Employee
                  After-Tax Contribution or there is contributed on his or her
                  behalf a Before-Tax Contribution.

         Notwithstanding the foregoing, effective on the dates set forth below,
Company Contributions shall cease, effective at each of the facilities set forth
below and shall not be applicable to any other Member beginning on or after
January 1, 1997:

                  at Pearl River, New York on January 15, 1996;

                  at Bound Brook, New Jersey on January 26, 1996;

                  at Danbury, Connecticut on June 14, 1996; and

                  at Hannibal, Missouri on December 31, 1996.

         No Company Contributions shall be made to any Member on or after
January 1, 1997.

            5.02. Limitations. The "Annual Addition" which shall equal the total
of (a) contributions made by all Participating Companies under this and any
other defined contribution plan (as described in Section 415(k) of the Code)
allocated for any Member in a Plan Year, plus (b) employee contributions
allocated for such Member in such year, plus (c) forfeitures allocated for such
Member in such year shall not exceed the Maximum Permissible Amount. The Maximum
Permissible Amount with respect to any Participant shall be the lesser of (i)
$30,000, or (ii) twenty-five percent (25%) of the Member's Covered Compensation
for the Limitation Year. For the purpose of the foregoing, a Before-Tax
Contribution shall be treated as a contribution by a Participating Company and
shall be deducted from a Member's total Covered Compensation.

            The Annual Addition for any Plan Year beginning before January 1,
1987, shall not be recomputed to treat all employee contributions as part of the
Annual Addition. If the Plan satisfied the applicable requirements of Section
415 of the Code as in effect for all Plan Years beginning before January 1,
1987, an amount shall be subtracted from the numerator of the defined
contribution plan fraction (not exceeding such numerator) as prescribed by the
Secretary of the Treasury so that the sum of the defined benefit plan fraction
and defined contribution plan fraction computed under Section 415(e)(1) of the
Code (as revised by this section) does not exceed 1.0 for such Plan Year;
provided, however, that this sentence shall not apply for Plan Years beginning
after December 31, 1999.

            In the event that the limitations with respect to Annual Additions
prescribed hereunder are exceeded with respect to any Member and such excess
arises as a consequence of the crediting of forfeitures to the Member's Account
or a reasonable error in estimating the Member's Compensation, such excess shall
be disposed of by returning to the Member Contributions to his or her Accounts
if any, for the year in which the excess arose, and the earnings thereon, but
only to the extent necessary to cause the Annual Additions to the member's
Account to equal, but not exceed, the limitations prescribed hereunder. In the
event that after such contributions and earnings are returned there remains an
excess, such excess shall be held in a suspense account and reallocated among
the Accounts of all Members in the Limitation Year succeeding the year in which
the excess arose.


<PAGE>


                                   ARTICLE V A
                                 TOP-HEAVY RULES

         5A.01. Modification of Benefits. To the extent applicable to
collectively bargained plans, the Plan will be considered a top-heavy plan for
the year if as of the last day of the preceding year (hereinafter "determination
date"), the Plan, together with all other employee benefit plans sponsored by
the Company and qualified under Section 401(a) of the Code (including all
terminated plans which covered a key employee and which were maintained within
the five year period ending on the determination date), constitutes a "top heavy
group" within the meaning of Section 416 of the Code, based on the calculations
specified in Sections 416(g)(1), (2), (3) and (4) of the Code utilizing data as
of the last day of the preceding year, and determining "key employees" as
required by Section 416(i)(1) of the Code. If as of a determination date, the
Plan is determined to be a top heavy plan, then, for the Plan Year immediately
following such determination date, the rate of aggregate Company Contributions
under the Plan (if any) and employer contributions under all other defined
contribution plans (as described in Section 415(k) of the Code) included within
the top-heavy group for all Members who (a) are Employees (regardless of the
Employee's level of compensation and hours of service) and (b) are not key
employees within the meaning of Section 416(i)(1) of the Code (other than such
Members included in a unit of Employees covered by a collective bargaining
agreement) shall be not less than the lesser of (i) 3% of such Member's
compensation (within the meaning of Section 415(c)(3) of the Code) for such Plan
Year and (ii) that percentage of such compensation which is equal to the
percentage of such compensation for that key employee for which such percentage
is the highest for such Plan Year represented by Company Contributions under
this Plan and employer contributions under all other defined contribution plans
included within the top-heavy group made on behalf of such key Employee.
Pursuant to Section 416 of the Code, a defined benefit plan is top-heavy when
the ratio of the present value of accrued benefits for key Employees to the
present value of accrued benefits for all Employees exceeds 60%; a defined
contribution plan is top-heavy when the ratio of account balances for key
employees to account balances for all employees exceeds 60%. If there is more
than one plan, the top-heavy ratios must be consolidated by adding together the
numerators and then adding together the denominators to form one ratio.

         5A.02. Termination of Benefit Modifications. The benefit modifications
described in Section 5A.01 shall cease to apply for any Plan Year immediately
following a determination date as of which the Plan together with all other
employee benefit plans described in Section 5A.01 do not constitute a top-heavy
group within the meaning of Section 416 of the Code.


<PAGE>


                                   ARTICLE VI
                                   INVESTMENTS
            6.01. Investment Funds. Subject to Sections 6.02, 6.04 and 10A.05,
  there shall be Funds available for the investment and reinvestment of
  contributions to the Plan as selected by the Savings Plan Committee as set
  forth in Schedule B which is attached hereto and incorporated herein by
  reference.

         6.02. Investment Options of Members. The contribution amounts in a
Member's Accounts shall be separately invested in any one or more of the Funds
specified in Section 6.01 as such Member may elect; provided that an investment
in any Fund shall be made in increments of 10% thereof.

         6.03. Election of Investment Options. A Member's initial Payroll
investment election shall be stated in his or her initial Payroll Deduction
Authorization form. Investment elections shall remain in effect until changed by
the Member with respect to future contributions to his or her Accounts as
described below. The Member may make such election changes at any time by means
of telephonic or electronic instructions to the Trustee/Recordkeeper on any
business day which shall be effective as of the date received, provided such
instructions are received prior to 4:00 p.m. Eastern Time. Instructions received
after 4:00 p.m. Eastern Time shall be effective on the following business day.

         6.04. Transfer of Accumulated Values. (a) Any Member may elect, as
described below, to transfer any of the accumulated values in any of his or her
Accounts in any one or more Funds and Income thereon, respectively, from such
Fund or Funds to any other Fund or Funds, in specific dollar amounts or in whole
percentages by telephoning the Trustee on any business day at the toll free
number provided by the Trustee or by such electronic means as established by the
Trustee for such purpose. The minimum amount that may be transferred into or out
of a Fund shall be $250, provided, however, that if the Account balance of a
Member is less than $250, the minimum amount that may be transferred shall be
the entire Account balance. Any telephonic or electronic instructions received
by a Trustee from a Member prior to 4:00 p.m. Eastern Time on a business day
shall be effective as of that day. Any instructions received from a Member after
4:00 p.m. Eastern Time shall be effective on the following business day.

         6.05. Investment of Company Contributions. A Member may invest Company
Contributions, if any, in such Member's Account to any of the Funds and may
transfer such amounts to any of the other Funds. Such elections may be made
daily by telephonic or electronic means to the Trustee/Recordkeeper. Directions
to change which are received by Vanguard by 4:00 P.M. will be made that day.
Directions received by Vanguard after 4:00 P.M. on a business day will be made
as of the close of business on the following business day.

         6.06. Investment of Income. Income received from investments in the
Funds shall be reinvested in the Fund from which it is derived. Dividends
received on Company Stock in a form other than cash or additional shares of
Company Stock shall be disposed of by the Trustee in a prudent manner as
determined by the Trustee and the proceeds used to acquire shares of Company
Stock.

         6.07. Temporary Investments. Pending investment of any contributions in
one of the Funds, the Trustee may retain such contributions in cash or may
invest them in short-term obligations or in any common trust fund of the
Trustee, in the Trustee's discretion.

         6.08. Investments in Funds. Contributions made by a Member and Income
attributable to such Contributions shall be invested as soon as practicable
after receipt by the Trustee. The Trustee shall have complete discretion in
choosing investments within the Funds described in Section 6.01 including the
Vanguard Funds, and shall not be subject to direction by the Company or the
Administrator or bound by any list of legal investments of a trustee or other
fiduciary.

         6.09. Common Trust Funds. Subject to the provisions of this Article,
the Trustee may invest and reinvest all or any part of any Fund through the
medium of any common trust fund of the Trustee qualified under Section 401(a) of
the Code which is invested principally in property of a type authorized by the
Plan for investment of such Fund. An investment in such a common trust fund or
in any investment company shall not be deemed an investment in securities issued
or guaranteed by the Company or a Subsidiary even if such securities are
contained in such common trust or the portfolio of such investment company.

         6.10. Voting and Registration of Company Stock. The shares of Company
Stock held by the Trustee in the Company Stock Fund shall be registered in the
name of the Trustee or its nominee, but shall not be voted by the Trustee or
such nominee except as provided in Article XV.


<PAGE>


                                   ARTICLE VII
                           MEMBER'S ACCOUNTS IN FUNDS;
                        MAINTENANCE AND VALUATION THEREOF

         7.01. Separate Accounts. Each Member shall have established for him or
her separate accounts in each Fund which shall reflect the value (as of the last
preceding Valuation Date) of all his or her Employee After-Tax Contributions,
Company Contributions, Rollover Contributions, and Before-Tax Contributions,
respectively, invested in such Fund and the respective Income thereon. If a
Member has received a loan from the Plan in accordance with Article X A, a Loan
Account shall be established for him or her in accordance with Section 10A.05
hereof.

         7.02. Payments to Trustee. Not later than fifteen business days after
the end of each month, or at such other times as may be required under
regulations promulgated by the Secretary of Labor, the Company shall transmit to
the Trustee an amount equal to the aggregate amount of Employee After-Tax
Contributions deducted in respect of the Plan during such month, or Before-Tax
Contributions representing reductions of Covered Compensation during such month.
Amounts received by the Company each month in repayment or prepayment of Article
X A loans shall be paid to the Trustee no later than 15 business days after the
end of such month and applied in accordance with Section 10A.06 hereof. Upon
receipt of any Employee After-Tax Contributions, Rollover Contributions, or
Before-Tax Contributions, by the Trustee, the aggregate amount thereof (and
Income thereon, as from time to time received by the Trustee) shall be credited
as hereinafter specified to the respective accounts of the Members in the
respective Funds, and the Trustee shall hold, invest and dispose of the same as
provided in the Plan.

         7.03. Shares and Units. The values of the Funds administered by
Vanguard will be represented by shares in each of the Funds credited to the
Member's Accounts, which shares are valued daily in accordance with the specific
valuation provisions of each Fund. Units of the Company Stock Fund and the
Stable Value Fund shall be valued by determining the value of the assets of the
Fund as of the Valuation Date, which shall be each business day, and deducting
any liabilities due or accrued by the Fund as of such Valuation Date, and
dividing the resulting value by the total number of Fund Units outstanding on
the Valuation Date.

         7.04. Crediting Units. As of each Valuation Date, and following the
determination of the value of a Unit in the Company Stock Fund and Stable Value
Fund the Account of each Member who has elected to invest any of his or her
Member's contributions contributed on his or her behalf in such Fund shall be
credited, as of such Valuation Date, with a number of Units of such Funds
determined by dividing the value of such Unit on such Valuation Date into that
portion of the Current Market Value of the Member's contributions to be invested
in such Fund received by the Trustee since the last crediting of Units of such
Fund and Income thereon.


<PAGE>


                                  ARTICLE VIII
                                     VESTING

         8.01. Employee After-Tax Contributions and Before-Tax Contributions.
All Shares and Units attributable to Employee After-Tax Contributions, Rollover
Contributions, and Before-Tax Contributions and Income respectively thereon
shall be fully vested at all times and shall not any time be subject to
forfeiture or divestiture.

         8.02. Schedule of Vesting of Company Contributions. As provided for in
Article V, Company Contributions ceased under the Plan as of December 31, 1996.
Vesting of Units attributable to those Company Contributions is in accordance
with the vesting schedule provided in such prior Plan and are now 100% fully
vested.



<PAGE>


                                   ARTICLE IX
                       DISTRIBUTION FROM MEMBER'S ACCOUNTS
                         UPON TERMINATION OF EMPLOYMENT

         9.01. Lump Sum Distributions. In the event of the termination of
employment of a Member, and unless the Member has otherwise elected in
accordance with the Plan, the vested Share and Unit values as of the Valuation
Date on or immediately preceding the date thereof of the Shares or Units in all
of the Member's Accounts (other than any Loan Account, which shall be subject to
Section 10A.08 hereof) shall be distributed as a lump sum distribution (i) to
the Member commencing as soon as practicable after termination of employment or
on such later date (subject to Section 9.08(b)) as the Member shall have
elected, (ii) if the Member has so elected at any time prior to the distribution
of such values, to the extent specified in such election and authorized by the
Code, to an eligible retirement plan as defined in Section 402(a)(5)(E)(iv) of
the Code commencing as soon as practicable after termination of employment or on
such later date (subject to Section 9.08(b)) as the Member shall have elected,
or (iii) if the Member's termination of employment was by reason of the death of
the Member, as soon as practicable after termination of employment to the
Member's surviving spouse, or if there is no surviving spouse or if the
surviving spouse consents or has consented in the manner required under Section
417(a)(2) of the Code, to the previously designated beneficiary of such Member.
Notwithstanding anything to the contrary in the preceding sentence, if at any
time after termination of a Member's employment but prior to the annuity
starting date (as defined in Section 417(f)(2) of the Code) respecting such
lump-sum distribution, a Member shall die, the lump sum distribution payable to
the Member shall be distributed as soon as practicable to the Member's surviving
spouse or if there is no surviving spouse or if the surviving spouse consents or
has consented in the manner required under Section 417(a)(2) of the Code, to the
previously designated beneficiary of such Member. A lump sum distribution shall
consist of cash representing the values of all Shares or Units in the Accounts
of a Member and Income attributable thereto except such Units in the Company
Stock Fund, which shall be distributed as the number of whole shares of Company
Stock purchasable at the Current Market Value thereof with such Units of the
Member in the Company Stock Fund and as cash to the extent of any fractional
share. Units representing vested Company Contributions and Income thereon shall
be distributed in the same manner as a Member's contributions and Income thereon
in the Company Stock Fund. However, the recipient may elect that all Units in
the Company Stock Fund in which such Member is vested shall be distributed in
cash. The Administrator, prior to authorizing any distribution pursuant to
clause (ii) of this Section 9.01, may require the submission of such evidence of
the Trustee or other fiduciary under the eligible retirement plan to which such
distribution is to be made certifying that such distributee is an eligible
retirement plan as contemplated by Section 402(a)(5)(E)(iv) of the Code.

         9.02. Distribution as an Annuity. The provisions of this Section shall
only apply to Members who participated in the Plan on or prior to January 1,
1996. When a Member ceases to be an Employee and does not die prior to the
annuity starting date (as defined in Section 417(f)(2) of the Code), if he or
she has previously so elected, the vested Share and Unit values as of the
Valuation Date on or immediately preceding the date thereof of the Shares and
Units in all the Member's Accounts (other than any Loan Account, which shall be
subject to Section 10A.08 hereof), and if the Member then has a spouse, shall be
applied (subject to Section 9.08(a) to provide monthly payments from the Trust,
commencing as soon as practicable after the termination of his or her status as
an Employee or on such later date (subject to Section 9.08(b) as the Member
shall have elected, to the Member for his or her life, and thereafter, monthly
payments of 50% of the monthly payment made to the Member to such spouse, if
surviving, for the life of such spouse. Notwithstanding the foregoing, this
Section is not applicable to any Employee who becomes a Member on or after
January 1, 1998.

         9.03. Distributions in the Event of Death Prior to Annuity Starting
Date. Upon the death of a Member prior to the annuity starting date (as defined
in Section 417(f)(2) of the Code), the Share and Unit values as of the Valuation
Date on or immediately preceding the date thereof of the Shares and Units in all
the Member's Accounts (other than any Loan Account, which shall be subject to
Section 10A.08 hereof), if the Member is then married, and if he or she has so
elected, shall be applied (subject to Section 9.08(a)) to monthly payments,
commencing as soon as practicable, to the surviving spouse of such Member for
the life of such spouse.

         9.04. Monthly Payments. When a Member ceases to be an Employee, if he
or she has previously so elected, the vested Unit or Share values as of the
Valuation Date on or immediately preceding the date thereof of the Shares and
Units in all the Member's Accounts (other than any Loan Account which shall be
subject to Section 10A.08 hereof) or in all such Accounts other than Unit values
attributable to Units in the Company Stock Fund shall be applied (subject to
Section 9.08(a)) to provide monthly payments from the Trust Fund for the Plan
for 60, 120, 180, 240, 300 or 360 months commencing on the first day of the
month immediately following the month of the termination of his or her status as
an Employee or on such later date (subject to Section 9.08(b)) as the Member
shall have elected. The amount of such monthly payments shall be as determined
by the Administrator in accordance with the value of the Member's Accounts. Unit
values attributable to Units in the Company Stock Fund not paid in monthly
installments shall be paid in shares of Company Stock (to the extent of whole
shares) and in cash as to any fractional share, all determined as provided in
Section 9.01 hereof. In the event of the death of the Member prior to the
annuity starting date or prior to the payment of the last annuity payment, such
payments will be made or continued to the Member's surviving spouse, or if there
is no surviving spouse, or if the surviving spouse consents in the manner
required under Section 417(a)(2) of the Code, to the previously designated
beneficiary of such Member.

         9.05. Manner of Election of Payments. Any Member electing any optional
form of distribution of benefits shall make such election by delivering a
Payroll Deduction Authorization form.

         9.06. Commencement of Benefits. Subject to Sections 9.01, 9.02, 9.03,
9.04 and 9.08 payment of benefits hereunder shall be made or commence as soon as
practicable after the Member ceases to be an Employee, but in no event later
than the 60th day after the latest of the close of the Plan Year in which

                           (a) occurs the date on which the Member attains age
60;

                           (b) occurs the tenth anniversary of the year in which
                  the Member commenced participation in the Plan; or

                           (c) the Member ceases to be an Employee.

         9.07. Election of Benefits; Application.

                           (a) No less than thirty (30) days and no more than
                  ninety (90) days prior to the annuity starting date, the
                  Committee shall provide to each Participant a written
                  explanation of:

                                    (i) The terms and conditions of the
                           qualified joint and survivor annuity;

                                    (ii) the Participant's right to make an
                           election to waive the qualified joint and survivor
                           annuity;

                                    (iii) The right of the Participant's spouse
                           to consent to any election to waive the qualified
                           joint and survivor annuity;

                                    (iv) The right of the Participant to revoke
                           such election, and the effect of such revocation; and

                                    (v) The relative values of the various
                           optional forms of benefits under the Plan.

                                    If a distribution is one to which Sections
                           401(a)(11) and 417 of the Code do not apply, such
                           distribution may commence less than 30 days after the
                           notice required under this Section is given, provided
                           that:

                                    (a) the Committee clearly informs the Member
                           that the Member has a right to a period of at least
                           30 days after receiving the notice to consider the
                           decision of whether or not to elect a distribution
                           (and, if applicable, a particular distribution
                           option), and

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

                                    The Administrator shall also provide in
                           writing to each Member, within the applicable period,
                           the following information: the Member's right to
                           make, and the effect of, an election under Section
                           9.03; a description of the retirement benefits
                           provided under Section 9.03 and the circumstances
                           under which the benefits will be paid if elected; the
                           Member's right to waive and reinstate an election
                           under Section 9.03; and the rights of the Member's
                           spouse under Section 9.09. As used in the preceding
                           sentence, the "applicable period" means with respect
                           to each Member, whichever of the following periods
                           ends last: (i) the period beginning with the first
                           day of the plan year in which the Member attains age
                           32 and ending with the close of the plan year
                           preceding the plan year in which the Member attains
                           age 35, (ii) a reasonable period after an individual
                           becomes a Member, and (iii) a reasonable period after
                           separation from service in case of a Member who
                           separates before attaining age 35.

                           (b) The period within which any election of benefits
                  may be made under this Article IX shall begin not later than
                  the 90th day prior to the first date on which such Member's
                  retirement benefit could commence under any plan, program,
                  contract or agreement of or with the Company or any subsidiary
                  applicable to such Member (other than the Plan) or, if later,
                  on the day such person first becomes a Member and shall end on
                  the annuity starting date (as defined in Section 417(f)(2) of
                  the Code), provided, however, that an election under Section
                  9.03 shall end on the date of the Member's death. Any election
                  provided in this Article IX may be waived and/or reinstated
                  during the period of time set forth in the preceding sentence.

                           (c) Subject to Section 9.08, no benefits under the
                  Plan need be paid to a Member until the Member has applied
                  therefor in writing, specifying the payment option elected (if
                  not previously specified) and giving such other information as
                  the Administrator may reasonably specify to enable him or her
                  to calculate the amount payable. If an application for
                  benefits is received which is complete except that no payment
                  option is specified, benefits shall be paid in the applicable
                  form specified in Section 9.01, unless the Member has
                  previously specified, and not revoked, another payment form.

                           (d) No benefit shall be payable in more than one of
                  the forms permitted by this Article IX.

                           (e) A Member who receives a distribution or
                  withdrawal from his or her Accounts in the Plan shall have the
                  amounts so distributed or withdrawn made from the Funds in
                  which such Member's funds are invested in accordance with
                  elections made by the Member on a form supplied by the
                  Administrator. If the Member fails to make such an election,
                  the amounts shall be taken proportionately from the Funds in
                  which his or her Accounts are invested.

         9.08. Distributions of Small Amounts; Required Distributions.

                           (a) Anything to the contrary in this Article IX
                  notwithstanding, if at the time of termination of employment a
                  Member's Accounts (including any Loan Account) in the Plan
                  have an aggregate present value not exceeding $3,500 for
                  distributions occurring prior to January 1, 1998 or not
                  exceeding $5,000 for distributions occurring on or after
                  January 1, 1998, the vested values of the Shares and Units in
                  such Member's Accounts (other than any Loan Account, which
                  shall be subject to Section 10A.08 hereof), shall be
                  distributed as a lump-sum distribution as soon as practicable
                  to the Member, or where the Member's employment has terminated
                  by reason of the death of such Member, to the surviving spouse
                  of such Member, or if there is no surviving spouse or if the
                  surviving spouse consents in the manner required under Section
                  417(a)(2) of the Code, to the previously designated
                  beneficiary of such Member. No distribution may be made under
                  the preceding sentence after the annuity starting date (as
                  defined in Section 417(f)(2) of the Code) unless the Member
                  and his or her spouse (or where the Member has died, the
                  surviving spouse) consent in writing to such distribution. The
                  "present value" for purposes of this Section 9.08(a) shall be
                  calculated in accordance with Section 417(e)(3) of the Code.
                  If at the time of termination of employment a Member's
                  Accounts (including any Loan Account) in the Plan have an
                  aggregate present value for distributions occurring prior to
                  January 1, 1998, exceeding $3,500 or exceeding $5,000 on or
                  after January 1, 1998, the vested unit values of the Shares
                  and Units in such Member's Accounts (other than the Loan
                  Account which shall be subject to Section 10A.08 hereof) shall
                  be retained in the Plan and subject to Section 9.08(b) hereof,
                  any distribution shall be deferred until after the Member
                  makes a distribution election by delivering a Payroll
                  Deduction Authorization.

                           (b) Anything to the contrary in this Article IX
                  notwithstanding, the entire interest of a Member will be
                  distributed to him or her beginning no later than April 1 of
                  the calendar year following the calendar year in which such
                  Member attains age 70 1/2, over a period not extending beyond
                  the life expectancy of such Member and a designated
                  beneficiary. If the distribution of a Member's interest has
                  begun in accordance with the first sentence of this Section
                  9.08(b) and the Member dies before his or her entire interest
                  has been distributed to him or her, the remaining portion of
                  such interest shall be distributed at least as rapidly as
                  under the method of distribution being used under the first
                  sentence of this Section 9.08(b). If a Member dies before the
                  distribution of his or her interest has begun in accordance
                  with the first sentence of this Section 9.08(b) the entire
                  interest of such Member will be distributed within 5 years
                  after the death of such Member, provided, however, if any
                  portion of such Member's interest is payable to a designated
                  beneficiary, such portion shall be distributed over a period
                  not extending beyond the life expectancy of such beneficiary
                  and shall begin not later than one (1) year after the date of
                  such Member's death. Notwithstanding the preceding sentence,
                  if such designated beneficiary is the surviving spouse of such
                  Member the date on which the distributions are required to
                  begin shall not be earlier than the date on which the deceased
                  Member would have attained age 70-1/2, provided, however, if
                  such surviving spouse dies before distributions to such spouse
                  begin, this sentence shall be applied as if such surviving
                  spouse were the Member. Notwithstanding the foregoing, for
                  Plan Years commencing on or after January 1, 2000, a Member
                  who is not a five (5) percent owner of the Employer shall have
                  his or her entire interest in the Plan distributed no later
                  than April 1 of the calendar year following the later of (a)
                  the calendar year in which he or she attains age 70 1/2, or
                  (b) the calendar year in which he or she retires.

                           Notwithstanding anything else to the contrary herein,
                  the Administrator may not direct the Trustee to distribution
                  the Member's nonforfeitable Account balance, nor may the
                  Member select to have the Trustee distribute his or her
                  Account balance over a period extending beyond the Member's
                  life expectancy or over a period extending beyond the joint
                  and last survivor life expectancy of the Member and his or her
                  designated Beneficiary. The minimum distribution for a
                  calendar year equals the Member's nonforfeitable Account
                  balance as of the most recent accounting date preceding the
                  calendar year (adjusted for allocations of contributions,
                  forfeitures and distributions made after the accounting date
                  but prior to the end of the calendar year, if applicable),
                  divided by the applicable life expectancy or, if the Member's
                  spouse is not his or her designated Beneficiary, the
                  applicable divisor determined from the table set forth in
                  Q&A-4 of Section 1.401(a)(9)-2 of the proposed regulations.
                  The applicable life expectancy shall be the Member's life
                  expectancy (or joint and last survivor expectancy) calculated
                  using the attained age of the Member (or designated
                  Beneficiary) as of the Member's (or designated Beneficiary's)
                  birthday in the first distribution calendar year reduced by
                  one for each calendar year which elapsed since the date life
                  expectancy was first calculated. Applicable life expectancies
                  will be determined under the unisex life expectancy multiples
                  under Treasury regulation Section 1.72-9, and will not be
                  recomputed. The minimum distribution required for the Member's
                  first distribution calendar year must be made on or before the
                  Member's required beginning date. The minimum distribution for
                  other calendar years, including the minimum distribution for
                  the distribution calendar year in which the Member's required
                  beginning date occurs, must be made on or before December 31
                  of that distribution calendar year. The first distribution
                  calendar year is the calendar year immediately preceding the
                  calendar year which contains the Member's required beginning
                  date. All distributions under the Plan must be made in
                  accordance with Section 401(a)(9) of the Code and the Treasury
                  regulations thereunder. To the extent provisions of this Plan
                  are inconsistent with Section 401(a)(9) of the Code, Section
                  401(a)(9) of the Code will override such provisions.

                           With respect to distributions under the Plan made for
                  calendar years beginning on or after January 1, 2002, the Plan
                  will, if applicable, apply the minimum distribution
                  requirements of Section 401(a)(9) of the Code in accordance
                  with the regulations that were proposed on January 17, 2001,
                  notwithstanding any provision of the Plan to the contrary.
                  This amendment shall continue in effect until the end of the
                  last calendar year beginning before the effective date of
                  final regulations under Section 401(a)(9) or such other date
                  as may be specified in guidance published by the Internal
                  Revenue Service.

         9.09. Spousal Consent. Notwithstanding anything to the contrary
contained in this Article IX (other than Section 9.08 hereof), in the event that
a Member is married at any time prior to the annuity starting date (as defined
in Section 417(f)(2) of the Code) such Member must obtain the written consent of
his or her spouse (in the manner required under Section 417(a)(2) of the Code)
if the Member has elected or elects (i) a beneficiary other than his or her
spouse under Section 9.01 or (ii) the benefit provided for in Sections 9.02,
9.03 or 9.04 hereof. No election shall be effective unless it is made in
compliance with the preceding sentence. A Member who is married at any time
prior to the annuity starting date (as defined in Section 417(f)(2) of the Code)
may revoke an election (i) to name a beneficiary other than his or her spouse
under Section 9.01 or (ii) to take the benefit specified in Section 9.02, 9.03
or 9.04 or elect again to take such benefits at any time and any number of times
during the period specified in Section 9.07(b) provided that such Member obtains
the written consent of his or her spouse (in the manner required under Section
417(a)(2) of the Code).


<PAGE>


                                    ARTICLE X
              WITHDRAWALS FROM MEMBERS' ACCOUNTS DURING EMPLOYMENT
         10.01. Frequency of Withdrawals. No Member while an Employee may
exercise rights under this Article X more frequently than once in any calendar
quarter, provided however, that effective as of January 1, 1998, such rights may
be exercised only once in a calendar year.

         10.02. Withdrawals of Before-Tax Contributions.

                           (a) Prior to a Member attaining the age of 59 1/2,
                  such Member may not withdraw while an Employee any Before-Tax
                  Contributions contributed on his or her behalf (except in case
                  of financial hardship within the meaning of Regulation
                  1.401(k)-1(d)(2) of the Code) or Income thereon. "Financial
                  hardship" means an immediate and heavy financial need
                  occurring in the personal affairs of a Member such as:

                                    (i) amounts needed to obtain medical
                           services described in Section 213(d) of the Code
                           incurred by the Member, the Member's spouse, or any
                           dependents of the Member (as defined in Section 152
                           of the Code) or necessary for those persons to obtain
                           medical care;

                                    (ii) costs directly related to the purchase
                           (excluding mortgage payments) of a principal
                           residence for the Member;

                                    (iii) payment of tuition and related
                           educational fees for the next 12 months of
                           post-secondary education for the Member, his or her
                           spouse, children, or dependents; or

                                    (iv) payments necessary to prevent the
                           eviction of the Member from his or her place of
                           residence or foreclosure on the mortgage of the
                           Member's principal residence.

            A distribution will be deemed to be necessary to satisfy an
immediate and heavy financial need of a Member if all of the following
requirements are satisfied:

                           (1) The distribution is not in excess of the amount
                  of the immediate and heavy financial need of the Member
                  including anticipated federal, state and local income taxes
                  and penalties on the distribution, and

                           (2) The Member has obtained all distributions, other
                  than hardship distributions, and all nontaxable (at the time
                  of the distribution) loans currently available under all plans
                  maintained by the Company; and

                           (3) The Member's After-Tax Contributions and
                  Before-Tax Contributions under this Plan (and any other
                  qualified or non-qualified plan of deferred compensation
                  maintained by the Company) are suspended under a legally
                  enforceable arrangement for at least twelve months after
                  receipt of the hardship distribution; and

                           (4) The Member may not make Before-Tax Contributions
                  for the Member's taxable Year immediately following the
                  taxable year of the hardship distribution in excess of the
                  limitation set forth in Codes 402(g) for such next taxable
                  year minus the amount of the Members Before-Tax Contributions
                  for the year of the hardship withdrawal.

            The decision of the Administrator will be final in determining the
existence of a hardship and the amount which may be withdrawn, but the
Administrator shall make such determinations on a uniform and non-discriminatory
basis. After receipt by a Member of a hardship withdrawal, the Member's right to
make Employee After-Tax Contributions and Before-Tax Contributions shall be
suspended for twelve (12) months.

                           (b) When a Member has attained age 59 1/2, Before-Tax
                  Contributions contributed on behalf of such Member and Income
                  thereon may be withdrawn by such Member while an Employee as
                  if such Before-Tax Contributions were Employee After-Tax
                  Contributions and Income thereon, respectively, and the terms
                  "Employee After-Tax Contributions," and "Income" as used
                  hereinafter in this Article X, shall be deemed to include the
                  respective Before-Tax Contributions and Income thereon in the
                  accounts of Members aged 59 1/2 or more.

         10.03. Withdrawals of Employee After-Tax Contributions. A Member while
an Employee may withdraw from his or her accounts representing Employee
After-Tax Contributions and Income thereon cash in an amount for a minimum
amount of $500 of the lesser of (i) all Shares or Units therein with an
aggregate value equal to the amount of such Member's Employee After-Tax
Contributions not previously withdrawn or distributed or (ii) all the Shares or
Units in such accounts to the extent not attributable to Income. Such withdrawal
shall be made as close as practicable to equally from all Funds in which any
Employee After-Tax Contributions of such Member are then invested.

                    10.04. Withdrawals of Remaining Shares or Units in Accounts
Representing Employee After-Tax Contributions. After or contemporaneous with the
maximum permitted withdrawals pursuant to Section 10.03, a Member while an
Employee may withdraw in cash the value of all remaining Shares or Units in all
Funds in the Member's Accounts representing Employee After-Tax Contributions.
Each such request for a withdrawal shall terminate the Member's eligibility to
have Company Contributions (if applicable) credited to his or her account for a
period of nine months, effective as of the first payroll period ending on or
after the effective date of any such withdrawal as provided in Section 10.07.

         10.05. Withdrawals of Company Contributions. After or contemporaneous
with the maximum permitted withdrawals pursuant to Section 10.04 and, if a
Member had Accounts reflecting Employee After-Tax Contributions, Section 10.03,
a Member while an Employee may withdraw in cash an amount not in excess of the
sum of (i) the value of all vested Shares or Units in his or her Account in the
Company Stock Fund representing Company Contributions (if applicable) (but not
Income thereof) which have been credited to such account for at least 24 months
as of the effective date of the withdrawal and (ii) the value of all vested
Shares or Units in his or her Account in the Company Stock Fund representing
Income on Company Contributions, regardless of how long the related Company
Contributions have been credited to such Account as of the effective date of the
withdrawal. Each such request for withdrawal shall terminate the Member's
eligibility to have Company Contributions credited to his or her Account for a
period of twelve months, effective as of the first payroll period ending on or
after the effective date of any such withdrawal as provided in Section 10.06.

         10.06. Effective Date. Each withdrawal shall be effective as of the
business day on which the Trustee receives properly authorized instructions to
make such withdrawals from the Plan Administrator (provided such instructions
are received by the Trustee in good order prior to 4:00 p.m. Eastern Time). If
not received by 4:00 P.M., the withdrawal shall be effective as of the next
business day. The value of Shares or Units credited to the Member's Accounts
shall be calculated (in the manner specified in Article VII) as of such
Valuation Date. The amounts to which the Member is entitled shall be delivered
to the Member as soon as practicable after the effective date of the withdrawal.

         10.07. Withdrawals in Company Stock. To the extent of any withdrawal
pursuant to this Article X of the value of Units in the Company Stock Fund, such
withdrawal may be made, at the election of the Member, in shares of Company
Stock (to the extent of whole shares) and in cash as to any fractional shares,
all determined as provided in Section 9.01.

         10.08. Termination of Employment; Eligibility Upon Re-Employment. If a
Member who receives a distribution of his or her vested interest in Company
Contributions (and Income attributable thereto) by reason of termination of his
or her employment by the Company and all Subsidiaries again becomes employed by
the Company or a Subsidiary within twelve months of his or her date of
termination of employment, he or she shall be deemed to have made a withdrawal
pursuant to Section 10.05 as of the date of his or her prior termination of
employment.



<PAGE>


                                   ARTICLE X A
                                      LOANS
         10A.01. Eligibility and Loan Amount.

                           (a) Active Members and, any other persons to the
                  extent required by the Act or the Code or rules and
                  regulations promulgated thereunder, shall be eligible to
                  receive a loan from the Plan in accordance with the provisions
                  set forth in this Article X A. "Active Member" for purposes of
                  this Article X A shall mean any Member who is an Employee and
                  who is not on layoff or leave of absence status for any reason
                  or absent from work due to any disability.

                           (b) Provided a Member meets the other requirements
                  set forth in this Article X A, the Plan shall make a loan to a
                  Member requesting the same in an amount which upon aggregating
                  all such loans to a Member shall not, at the time any such
                  loan is made, exceed the lesser of (i) $50,000 reduced by the
                  excess (if any) of the highest outstanding balance of loans
                  from the Plan during the one (1) year period ending on the day
                  before the date on which such loan was made, over the
                  outstanding balance of loans from the Plan on the date on
                  which such loan was made, or (ii) fifty percent (50%) of the
                  vested portion of the Participant's Account Balance at the
                  time of the making of such loan. For purposes of this
                  limitation, all loans from all qualified plans maintained by
                  the Employer or by any entity which is required to be
                  aggregated with the Employer pursuant to Sections 414(b), (c),
                  (m) or (o) must be aggregated.

                           (c) The minimum amount of any loan shall be $1,000.

         10A.02. Term. Loans shall be granted for a minimum term of one year and
for terms that are an integral multiple of one year up to a maximum term of five
years; provided, however, that a loan may have a term of up to fifteen years if
the purpose of the loan is to acquire the Member's principal residence.

         10A.03. Interest Rate. The interest rate to be charged on a loan for
the length of its term will be fixed and provide a return commensurate with the
interest rates charged by institutions in the business of lending money for
loans which would be made under similar circumstances, or such other rate as
permitted by government regulations or releases. The interest rate in effect at
the time a loan is approved shall be the fixed rate of interest charged on such
loan over its entire term. Interest on a loan shall be calculated on the basis
of actual days elapsed and a year of 365 days. Interest shall accrue from the
date the loan amount is disbursed to a Member.

         10A.04. Conditions to Loan Approval and Disbursement.

                           (a) No loan shall be made to a Member prior to the
                  execution and delivery by a Member of (i) a note and security
                  agreement evidencing the loan from the Plan to such Member,
                  (ii) any truth in lending disclosure material, and (iii) if
                  such Member is receiving Covered Compensation, a Payroll
                  Deduction Authorization authorizing payroll deductions for
                  payment of interest on and principal of such loan.

                           (b) A loan shall not be approved by the Plan prior to
                  the Member's repaying in full all amounts due under any and
                  all prior loans from the Plan.

                           (c) The loan amount shall be disbursed as soon as
                  practicable after the loan is approved by the Plan.

                           (d) No more than one loan may be outstanding at any
                  time with respect to a Member.

         10A.05. Funding of Loans.

                           (a) A loan from the Plan shall be funded as of a
                  Valuation Date by (i) reducing the value of certain Accounts
                  (as described in paragraph (b) below) of the Member requesting
                  the loan by an amount equal to the loan amount, and (ii)
                  transferring the proceeds resulting from such reduction to the
                  Member's loan account (the "Loan Account"). Amounts in the
                  Loan Account are then distributed as loan proceeds to the
                  Member. From the time of loan disbursement to the Member and
                  until the loan amount is repaid in full, the Member's Loan
                  Account shall be treated as invested in the loan to the extent
                  of any unpaid balance. A transfer to the Loan Account shall
                  not constitute an investment election for purposes of Section
                  6.03 hereof.

                            (b) Units and Shares shall be canceled on a pro rata
                    basis in all Funds in which the Member is invested on the
                    date the loan is approved by the Administrator. These Units
                    or Shares shall be adjusted by redeeming the appropriate
                    Funds using the value of the Funds as of the Valuation Date
                    on which Vanguard receives authorized directions from the
                    Plan Administrator to make the loan, provided that the
                    directions are received properly executed prior to 4:00 P.M.
                    Eastern Time. If the directions are received after 4:00 P.M.
                    Eastern Time, the Accounts of a Member will be adjusted
                    effective as of the next business day.


<PAGE>


         10A.06. Loan Repayment and Prepayment.

                           (a) A loan shall be amortized in level payments. For
                  a Member with an outstanding loan, interest and principal
                  shall be payable on each payroll payment date. Commencing with
                  the first payroll payment made in the month following the
                  month in which the loan amount is disbursed, repayment shall
                  be accomplished through regular payroll deductions.

                           (b) Payments of principal and interest shall be
                  applied to reduce amounts outstanding on a loan and shall be
                  allocated to a Member's Loan Account and then applied to
                  purchase Shares and Units in accordance with the Member's then
                  current investment directions for contributions being made to
                  the Savings Plan.

                           (c) At any time after the sixth month anniversary
                  date of a loan, a Member shall be entitled to prepay the loan
                  in full. No partial prepayments shall be permitted.
         10A.07. Loan Default.

                           A Member's failure to make any payment of principal
                  or interest on a loan when due (and in no event later than the
                  end of the calendar quarter following the calendar quarter in
                  which payment is due) shall constitute a "Default".



<PAGE>


                                   ARTICLE XI
                               MEMBERS' STATEMENTS

         At such times during the year as the Plan Administrator may deem
appropriate, but no less frequently than annually, there shall be furnished to
each Member a statement as of the end of such year of the value of the
securities and cash in his or her Accounts. Such statement shall be deemed to
have been accepted by the Member, his or her spouse at any time, if any, and his
or her beneficiaries designated under Article XXI hereof as correct unless
written notice to the contrary from the Member shall be received by the
Administrator within 30 days after the mailing of such statement to the Member.


<PAGE>


                                   ARTICLE XII
                                  NOTICES, ETC.

         12.01. Notices to Employees, Etc. All notices, statements and other
communications from the Administrator or a Participating Company to an Employee,
Member or designated beneficiary required or permitted hereunder shall be deemed
to have been duly given, furnished, delivered or transmitted, as the case may
be, when delivered to (or when mailed by first class mail, postage prepaid and
addressed to) the Employee at his or her work location, or to the Employee,
Member or beneficiary at his or her address last appearing on the books of the
Administrator.

         12.02. Notices to Administrator. All notices, instructions and other
communications from an Employee or Member to the Administrator required or
permitted hereunder shall be effectuated by delivering to the Administrator, at
least fifteen (or such lesser number of days as the Administrator from time to
time may determine) days prior to the Enrollment Date or other applicable
effective date in question a Payroll Deduction Authorization in the manner set
forth therein, except as otherwise set forth in the Plan. A Payroll Deduction
Authorization applicable to future Covered Compensation shall be effective with
respect to Covered Compensation for pay periods commencing on and after the
Enrollment Date in respect of which such Payroll Deduction Authorization was
delivered.


<PAGE>


                                  ARTICLE XIII
                             APPOINTMENT OF TRUSTEE

         The Company shall appoint one or more individuals or corporations to
act as Trustee under the Plan, and at any time may remove the Trustee and
appoint a successor Trustee. The Company may, without reference to or action by
any Employee, Member or beneficiary or any other Participating Company, enter
into such Trust Agreement with the Trustee and from time to time enter into such
further agreements with the Trustee, make such amendments to such Trust
Agreement or further agreements and take such other steps and execute such other
instruments as the Company in its sole discretion may deem necessary or
desirable to carry the Plan into effect or to facilitate its administration.


<PAGE>


                                   ARTICLE XIV
                     APPLICATION OF FORFEITED CONTRIBUTIONS

         (a) Any of the Units in a Member's Account reflecting Company
Contributions and Income attributable thereto which shall be forfeited pursuant
to the provisions of the Plan shall be applied to reduce the Company
Contributions of the Participating Company by which such Member was last
employed.

         (b) If a check issued to a Member from the Plan is not cashed within 24
months after it is received by a Member, such check shall be forfeited to the
Trust provided, however, if the Member should subsequently return and file a
claim for the amount of the forfeited check, such amount shall be paid to the
Member.


<PAGE>


                                   ARTICLE XV
                             VOTING OF COMPANY STOCK

         The Trustee, itself or by its nominee, shall vote shares of Company
Stock attributable to Units of the Company Stock Fund in the Accounts of Members
as follows:

         15.01. Notice. The Company shall notify the Member of the date and
purposes of each meeting of stockholders of the Company at which holders of
shares of Company Stock shall be entitled to vote in the same manner as such
holders are notified, and the Member shall instruct the Trustee as to the voting
at such meetings of shares of Company Stock attributable to the Units of the
Company Stock Fund in the Accounts of such Member, whether or not vested.

         15.02. Vote. The Trustee, itself or by proxy, shall vote shares of
Company Stock in such Accounts of the Member in accordance with instruction of
the Member.

         15.03. No Discretion. If, within five business days prior to such
meeting of stockholders, the Trustee shall not have received instructions from
the Members in respect of any shares of Company Stock in the Accounts of the
Members, the Trustee may vote such shares at such meeting in the same proportion
as such shares for which the Trustee has received timely instructions, subject
to applicable law.


<PAGE>


                                   ARTICLE XVI
                                 ADMINISTRATION

         16.01. Savings Plan Committee. (a) This Plan shall be administered by
the Savings Plan Committee. No member of the Committee shall receive any
compensation from the Trust Fund for his or her service thereon. The Committee
shall be the 'Administrator' of the Plan for purposes of Section 3(16) (A) of
ERISA and the 'Named Fiduciary' of the Plan pursuant to Section 402(a) of ERISA.
The Committee may delegate various duties and responsibilities to one or more
employees or agents as set forth therein. In carrying out their respective
responsibilities under the Plan, the Committee and other Plan fiduciaries shall
have discretionary authority to interpret the terms of the Plan and to determine
eligibility for an entitlement to Plan benefits in accordance with the terms of
the Plan. Any interpretation or determination made pursuant to such
discretionary authority shall be given full force and effect, unless it can be
shown that the interpretation or determination was arbitrary and capricious. The
Committee shall act by a majority of its members and the action of a majority of
the Committee without a meeting which is duly recorded or otherwise
appropriately documented shall be the action of the Committee.

                  (b) In the exercise of all of its functions, the Committee
shall act in an impartial and nondiscriminatory manner.

                  (c) The Committee shall act by a majority of its members and
the action of a majority of the Committee without a meeting which is duly
recorded or otherwise appropriately documented shall be the action of the
Committee.

         16.02. Records Management. The Committee shall designate in its sole
discretion a firm or organization to maintain the required records and reports
of the Plan.

         16.03. Books and Records. The Administrator shall cause to be
maintained at all times accounts in such form and detail as are necessary for
the effective administration of the Plan, except for records pertaining to the
holdings in the various Funds other than the Stable Value Fund, which shall be
kept by the Trustee.

         16.04. Powers of the Administrator. The Administrator shall have all
powers required for the administration and operation of the Plan, including, but
not limited to, the following discretionary powers:

                           (a) To establish and enforce such rules, regulations
                  and procedures as it deems necessary or proper for the
                  efficient administration of the Plan;

                           (b) The discretionary authority to interpret the Plan
                  and to decide any and all matters arising hereunder, including
                  the right to remedy possible ambiguities, inconsistencies or
                  omissions, and his or her decision or action in respect
                  thereof shall be conclusive and binding upon all past, present
                  and future Employees, Members and their beneficiaries, all
                  Participating Companies and upon the Trustee; provided,
                  however, that all such interpretations and decisions shall be
                  applied without discrimination and in a uniform manner to all
                  Employees, Members and beneficiaries similarly situated; and
                  provided further, that no such interpretation shall limit or
                  restrict the exercise by the Trustee of its fiduciary duties
                  with respect to the Plan;

                           (c) To decide all questions concerning the Plan and
                  the eligibility of any Employee to participate in the Plan.

                           (d) To authorize disbursements from the Trust on
                  account of distributions and withdrawals;

                           (e) To employ such advisors (including, but not
                  limited to, attorneys, independent public accountants, and
                  investment advisors) and such technical and clerical personnel
                  as may be required in the Administrator's discretion for the
                  proper administration of the Plan;

                           (f) To designate, in his or her discretion, other
                  fiduciaries with respect to the Plan, and to allocate to such
                  fiduciaries such powers (including the appointment of
                  advisors) and responsibilities (other than trustee
                  responsibilities) with respect to the operation and
                  administration of the Plan as he or she shall deem
                  appropriate;

                           (g) To compute the amount of benefits which shall be
                  payable to any Member in accordance with the provisions of the
                  Plan and to determine the person or persons to whom such
                  benefits shall be paid; and

                           (h) To authorize the payment of benefits.

            In carrying out his or her powers under this Section, the
Administrator will be entitled to rely conclusively upon all information,
tables, valuations, certificates, opinions and reports which will be furnished
by any accountant, counsel, advisor, Employee or beneficiary.

            16.05. Communications. Any person desiring to communicate with the
Administrator, including any person claiming benefits under the Plan, shall
direct such communication or claim to the Administrator, Wyeth Union Savings
Plan, Wyeth, c/o Savings Plan Committee, Five Giralda Farms, Madison, New Jersey
07940.

         16.06. Claims Review Procedure.

                           (a) If any claim under the Plan is denied in whole or
                  in part, the Administrator shall notify the claimant thereof
                  in writing within a reasonable period of time after submission
                  of such claim. Such written notice shall contain: (i) the
                  specific reason or reasons for the denial; (ii) a specific
                  reference to the provisions of the Plan on which such denial
                  is based; (iii) a description of any additional material or
                  information necessary for such person to perfect such claim,
                  and an explanation of why such material or information is
                  necessary; and (iv) an explanation of the Plan's review
                  procedure as hereinafter set forth.

                           (b) Every claimant whose claim has been denied in
                  whole or in part, and any authorized representative of such
                  person, may review all documents pertinent to such denial and,
                  within 60 days after receipt by such claimant of the
                  notification provided for in paragraph (a) of this Section,
                  may request, by written notice sent to the Administrator, a
                  review of such denial and may submit to the Administrator
                  written issues and comments for consideration as part of such
                  review. No claimant or representative shall have any right to
                  appear personally, nor shall the Administrator be obligated to
                  hold any meetings with any claimant or representative, or hold
                  any hearings, as part of such review. The Administrator shall
                  conduct such review as expeditiously as reasonably possible,
                  and shall give due consideration to all written issues and
                  comments submitted by or on behalf of such claimant. A
                  decision on such review shall be made, if reasonably possible,
                  not later than 60 days after the request for such review, but
                  in any event not later than 120 days after receipt of such
                  request. Such decision shall be in writing and shall include
                  specific reasons for the decision, written in a manner
                  calculated to be understood by the claimant, and shall also
                  include specific references to the pertinent Plan provisions
                  on which the decision is based.

                           Effective for claims filed on or after January 1,
                  2002, a claim for benefits under the Plan and Trust shall be
                  made by the Member or his or her Beneficiary (or his or her
                  authorized representative) (hereinafter referred to as
                  "Claimant") in writing to and in the form as prescribed by the
                  Administrator. If such claim is wholly or partially denied
                  (i.e., there is an adverse benefit determination), the
                  Administrator shall provide such Claimant a written notice to
                  that effect no later than ninety (90) days after the Plan's
                  receipt of the Member's claim. However, if the Administrator
                  determines that an extension of time for processing the claim
                  is required as a result of special circumstances, written
                  notice of the extension shall be furnished to the Claimant
                  prior to the termination of the initial 90-day period. In no
                  event shall such extension exceed a period of ninety (90) days
                  from the end of such initial period. The extension notice
                  shall indicate the special circumstances requiring an
                  extension of time and the date by which the Administrator
                  expects to render the benefit determination.

                           The Administrator shall provide a Claimant with
                  written or electronic notification of any adverse benefit
                  determination. Any electronic notification shall comply with
                  the standards imposed by DOL Regulation 2520.104b-1(c)(1)(i),
                  (iii), and (iv). The notification shall set forth, in a manner
                  calculated to be understood by the Claimant, the specific
                  reason or reasons for the adverse determination; reference to
                  the specific Plan provisions on which the determination is
                  based; a description of any additional material or information
                  necessary for the Claimant to perfect the claim and an
                  explanation of why such material or information is necessary;
                  a description of the Plan's review procedures and the time
                  limits applicable to such procedures, including a statement of
                  the Claimant's right to bring a civil action under section
                  502(a) of ERISA following an adverse benefit determination on
                  review.

                           The Claimant shall have a reasonable opportunity to
                  appeal and receive a full and fair review of an adverse
                  benefit determination by the Named Fiduciary of the Plan. The
                  Administrator shall provide a Claimant at least 60 days
                  following receipt of a notification of an adverse benefit
                  determination within which to appeal the determination. As
                  part of its appeal review procedures, the Administrator shall
                  provide a Claimant the opportunity to submit written comments,
                  documents, records, and other information relating to the
                  claim for benefits; provide that a Claimant shall be provided,
                  upon request and free of charge, reasonable access to, and
                  copies of, all documents, records, and other information
                  relevant to the Claimant's claim for benefits; and provide for
                  a review that takes into account all comments, documents,
                  records, and other information submitted by the Claimant
                  relating to the claim, without regard to whether such
                  information was submitted or considered in the initial benefit
                  determination. A document, record, or other information will
                  be considered relevant if such document, record, or other
                  information was relied upon in making the benefit
                  determination; was submitted, considered, or generated in the
                  course of making the benefit determination, without regard to
                  whether such document, record, or other information was relied
                  upon in making the benefit determination; or demonstrates
                  compliance with the administrative processes and safeguards
                  otherwise designed to ensure and to verify that benefit claims
                  determinations are made in accordance with the governing
                  documents and are applied consistently.

                           After the Named Fiduciary has had an opportunity to
                  review a Claimant's appeal of an adverse benefit
                  determination, the Administrator shall notify a Claimant of
                  the benefit determination on review within a reasonable period
                  of time, but not later than 60 days after receipt of the
                  Claimant's request for review by the Plan, unless the
                  Administrator determines that special circumstances (such as
                  the need to hold a hearing, if the Plan's procedures provide
                  for a hearing) require an extension of time for processing the
                  claim. If the Administrator determines that an extension of
                  time for processing is required, written notice of the
                  extension shall be furnished to the Claimant prior to the
                  termination of the initial 60-day period. In no event shall
                  such extension exceed a period of 60 days from the end of the
                  initial period. The extension notice shall indicate the
                  special circumstances requiring an extension of time and the
                  date by which the Plan expects to render the determination on
                  review. For purposes of this paragraph, "notification" shall
                  mean written or electronic notification and shall include the
                  specific reason or reasons for the adverse determination;
                  reference to the specific Plan provisions on which the benefit
                  determination is based; a statement that the Claimant is
                  entitled to receive, upon request and free of charge,
                  reasonable access to, and copies of, all documents, records,
                  and other information relevant to the Claimant's claim for
                  benefits; and a statement of the Claimant's right to bring an
                  action under section 502(a) of ERISA. Whether a document,
                  record, or other information is relevant to a claim for
                  benefits shall be determined as provided for in the above
                  paragraph.

                           For purposes of reviewing an appeal of an adverse
                  benefit determination, the period of time within which a
                  benefit determination on review is required to be made shall
                  begin at the time an appeal is properly filed, without regard
                  to whether all the information necessary to make a benefit
                  determination on review accompanies the filing. In the event
                  that a period of time is extended as permitted above due to a
                  Claimant's failure to submit information necessary to decide a
                  claim, the period for making a benefit determination on review
                  shall be tolled from the date on which the notification of the
                  extension is sent to the Claimant until the date on which the
                  Claimant responds to the request for additional information.

                           The decision made at the appeal level will be
                  binding, final and conclusive upon all parties.

         16.07. Payment of Administrative Expenses . The reasonable expenses of
administering the Plan, as determined by the Administrator, shall be payable
from the Trust for the Plan, except to the extent that the Company, in its
discretion, pays the expenses directly.


<PAGE>


                                  ARTICLE XVII
                            FIDUCIARY RESPONSIBILITY

         17.01. Conduct. Each fiduciary shall discharge his or her duties with
respect to the Plan and Trust Agreement solely in the interest of the Members
and beneficiaries of Members for the exclusive purpose of providing benefits to
Members and their beneficiaries, and defraying reasonable expenses of
administering the Plan and Trust Fund with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent man acting in a
like capacity and familiar with enterprise of a like character and with like
aims, and in accordance with this Plan and any other documents or instruments
governing the Plan and Trust Fund. A fiduciary who complies with the foregoing
standards shall not be liable for any loss, action or omission hereunder.

         17.02 Allocation and Delegation of Responsibilities. Plan Fiduciaries
may allocate the responsibilities, obligations and duties granted to them for
the operation and administration of the Plan and Trust Agreement among
themselves. Any Plan Fiduciary may designate other individuals, corporations or
other entities, who are not Plan Fiduciaries, to carry out such Plan Fiduciary's
responsibilities, obligations and duties with respect to the Plan and Trust
Agreement, except to the extent that ERISA prohibits such delegation of
authority and discretion. Such allocations and delegations may be revoked or
modified at any time and any such allocation, delegation, revocation or
modification shall be made by written instruments signed by the Plan Fiduciary,
if an individual, or in the case of other entities who are Plan Fiduciaries, in
accordance with the procedures governing the functions of such entity, and a
written record shall be kept thereof.

         17.03 Co-Fiduciary Responsibility. A Plan Fiduciary or any individual,
corporation or other entity employed or appointed by a Plan Fiduciary to serve
in a fiduciary capacity with respect to the Plan or Trust Fund shall be solely
responsible for the responsibilities, obligations or duties allocated or
delegated to it, whether under this Plan and Trust Agreement or under the terms
and conditions of employment or appointment. No person to whom such
responsibilities, obligations or duties have not been allocated or delegated
shall be responsible with respect to any action directed, taken or omitted by
the Plan Fiduciary or individual, corporation or other entity serving in a
fiduciary capacity to whom such responsibilities, obligations or duties have
been allocated or delegated unless he or she participates knowingly in, or
knowingly undertakes to conceal, an act or omission of such other Plan Fiduciary
or individual, corporation or entity, knowing such act or omission is a breach
of fiduciary responsibility or, if he or she has knowledge of a breach, he or
she fails to make reasonable efforts under the circumstances to remedy the
breach.

         17.04 Duties of Fiduciaries With Respect to Investments. The Trustee
shall have primary responsibility for investment of the assets of the Trust Fund
which he or she administers unless the Company shall either:

                           (a) Allocate control and management of all of any
                  portion of the Trust assets to an Investment Manager, or

                           (b) Notify the Trustee that the Committee shall
                  direct the Trustee in the investment of all for any portion of
                  the Trust Fund.
         If the Company appoints an Investment Manager pursuant to the
foregoing, such Investment Manager shall be an investment adviser registered
under the Investment Advisers Act of 1940, a bank as defined in such Act, or an
insurance company which is qualified to manage the assets of employee benefit
plans under the laws of more than one state. An Investment Manager shall
acknowledge in writing its appointment as a Plan Fiduciary hereof, and shall
serve until a proper resignation is received by the Company, or until it is
removed or replaced by the Company.

         The Company, the Subsidiaries, the Committee and the Trustee shall be
under no duty to question the direction or lack of direction of any Investment
Manager, but shall act and shall be fully protected in acting, in accordance
with each such direction. An Investment Manager shall have sole investment
responsibility for that portion of the Trust assets which it has been appointed
to manage, and no other Plan Fiduciary or any Trustee shall have any
responsibility for the investment of any such assets, the management of which
has been delegated to an Investment Manager, or liability for any loss to or
diminution in value of such Trust assets resulting from any action directed,
taken or omitted by an Investment Manager.

         If the Company notifies the Trustee that the Committee will direct the
Trustee in the investment of all or any portion of the Trust Fund, the Trustee
shall be subject to proper directions of the Committee, which are made in
accordance with the terms of the Plan and which are not contrary to the
provisions of Title I of ERISA. The Trustee shall be fully protected in acting
in accordance with each such direction. No other Plan Fiduciary shall have any
responsibility for the investment of any asset of the Trust Fund, the direction
of which is given to the Committee, or liability for any loss to or diminution
in value of such Trust Fund resulting from action taken or omitted by the
Trustee in accordance with such direction.


<PAGE>


                                  ARTICLE XVIII
               TERMINATION, AMENDMENT, MODIFICATION AND SUSPENSION

                  18.01. Amendment for Compliance with Law. The Board of
Directors shall have the right to terminate, amend, or modify the Plan at any
time for any reason; provided, however, that notwithstanding any other provision
of the Plan, the Retirement Committee may amend or modify the Plan if such
action is necessary or desirable and is (1) required by law, agreed to through
collective bargaining or is appropriate to maintain the tax-qualified status of
the Plan, or (2) is estimated not to result in a cost increase to the Company of
more than five (5) percent, provided, however, that no amendment or alteration
shall be made which: (a) shall adversely affect any right or obligation of any
Participant with respect to any contribution made thereto; or (b) permits any
fund paid.

                           (a) shall adversely affect any right or obligation of
                  any Participant with respect to any contributions made
                  thereto;

                           (b) permits any funds paid to the Trustee to revert
                  to the Company; or

                           (c) provides for the use of the assets of the Plan,
                  or any part thereof other than for the exclusive benefit of
                  Participants, former Participants or their Beneficiaries or
                  paying the reasonable expenses of administering the Plan.

         18.02. Effect. Any termination, amendment, modification or suspension
of the Plan may affect Members in the Plan at the time thereof as well as future
Members.

         18.03. Immediate Vesting; Subsequent Distribution. Upon termination of
the Plan or upon complete discontinuance of Company Contributions under the Plan
having the effect of terminating the Plan, or upon complete discontinuance of
Company Contributions under the Plan in respect of the employees of any
Participating Company or in respect of the Employees of any entity by reason of
such entity no longer being a Subsidiary, or in respect of all employees of the
Company or its Subsidiaries located in any one state, territory or country
solely by reason of such location and under circumstances in which such persons
have not ceased to be Employees of the Company or a Subsidiary, in any such
event having the effect of terminating the Plan as to such persons, all Units in
the Accounts of persons affected thereby that are attributable to Company
Contributions and Income thereon shall vest in such persons immediately. In the
event of any termination or discontinuance referred to in this Section 18.03,
the accounts of all affected Members will be distributed in accordance with
Article IX, except that Before-Tax Contributions of affected Members who have
not attained age 59 1/2 and Income thereon shall be distributed prior to such
affected Member attaining such age only as permitted by Section 10.02(a). Upon
such affected Member attaining age 59 1/2, such Before-Tax Contributions and
Income thereon shall thereupon be distributed in accordance with Article IX.
Notwithstanding the foregoing, if (a) the Savings Plan Committee directs the
Administrator (in the case of (i) termination of the Plan, or (ii) the complete
discontinuance of Company Contributions under the Plan having the effect of
terminating the Plan, or (iii) the complete discontinuance of Company
Contributions under the Plan in respect of all employees of the Company and its
Subsidiaries located in any state, territory or country solely by reason of such
location and under circumstances in which such persons have not ceased to be
Employees of the Company or a Subsidiary, or (iv) upon complete discontinuance
of Company Contributions under the Plan in respect of the Employees of any
Participating Company where such former Participating Company remains a
Subsidiary) or (b) the Administrator directs, in his or her discretion (in the
case of a discontinuance of Company Contributions in respect of any entity by
reason of such entity no longer being a Subsidiary and upon request of the
Savings Plan Committee of such entity), that all Shares or Units in the Accounts
of the persons affected thereby shall be transferred to a successor employees'
trust described in Section 401(a) of the Code which is exempt from tax under
Section 501(a) (or the analogous provisions of the Puerto Rico Tax Account) of
the Code and which is authorized to accept such transfer, then in either such
event such Units (including Shares or Units representing Before-Tax
Contributions and Income thereon) shall be so transferred upon receipt by the
Administrator, the Trustee and the trustee of such successor trust of such
assurances as they shall respectively require that such transfer complies with
the Act and the Code. In the event of such transfer, no Member or former Member
shall have any right to any distribution from the Plan in lieu of such transfer
to such other trust. Notwithstanding the foregoing, any such transfer to a trust
which is part of a plan with respect to which the Internal Revenue Service has
not issued a determination that such plan is qualified under Section 401(a)
(unless the plan of which such trust forms a part is treated as a trust
described in Section 401(a) pursuant to an election under Section 1022(i) of the
Employees Retirement Income Security Act of 1974, as amended) shall be subject
to the condition that, if no such determination has been issued within twelve
months after such transfer, such Units shall be promptly re-transferred to the
Trust.

         18.04. No Diversion. Anything herein to the contrary notwithstanding,
no termination, amendment or modification of the Plan or suspension of any
provision thereof may (a) diminish the Shares or Units or value thereof in any
Account of a Member as of the effective date of such termination, amendment,
modification or suspension, or (b) have the effect of diverting all or any part
of such Units amounts or value thereof in any Account of a Member as of the
effective date of such termination, amendment, modification or suspension to
purposes other than for the exclusive benefit of the Member and his or her
beneficiaries, including any surviving spouse.

         18.05. Further Restrictions on Rights of Company.

                           (a) The rights of the Company hereunder are subject
                  to the applicable rights granted to Members pursuant to
                  Section 8.04.

                           (b) There will be no merger or consolidation with, or
                  transfer of any assets or liabilities to, any other plan,
                  unless each Member will be entitled to receive a benefit
                  immediately after such merger, consolidation, or transfer as
                  if this Plan were then terminated which is at least equal to
                  the benefit he or she would have been entitled to immediately
                  before such merger, consolidation, or transfer as if this Plan
                  had been terminated.


<PAGE>


                                   ARTICLE XIX
                 MEMBERS' RIGHTS NOT TRANSFERABLE OR ASSIGNABLE

         19.01. Benefits Not Assignable. No right or interest of any Member
under the Plan or in any of his or her Accounts shall be assignable or
transferable, in whole or in part, either directly or by operation of law or
otherwise, including without limitation, by execution, levy, garnishment,
attachment, pledge or in any other manner, but excluding devolution by death or
mental incompetency. No attempted assignment or transfer thereof shall be
effective, and no right or interest of any Member under the Plan or in any of
his or her accounts shall be liable for, or subject to, any obligation or
liability of such Member.

         19.02. Qualified Domestic Relations Order. Nothing in this Article XIX
shall be deemed to apply to any payments required to made pursuant to any order
of any court or agency which the Administrator determines to be a qualified
domestic relations order, as defined in Section 206(d)(3)(B) of the Act.

         19.03. Qualified Domestic Relations Order Procedure. Upon receipt by
the Plan of any domestic relations order, the Administrator will promptly notify
the affected Member and any Alternate Payee (as defined in Section 206(d)(3)(K)
of the Act) of the receipt thereof and of the Plan's procedures for determining
whether such order is a qualified domestic relations order, shall make such
determination within a reasonable period after receipt of such order, and shall
notify such Member and such Alternate Payee of such determination promptly
thereafter. During the period in which the determination of whether a domestic
relations order is a qualified domestic relations order is being made, the
Administrator shall cause to be segregated in a separate account in the Plan the
amounts which would have been payable to the Alternate Payee specified in such
domestic relations order during such period if the order had been determined
upon receipt to be a qualified domestic order, and such amounts shall be paid to
such alternate payee if it is determined within eighteen months after receipt by
the Administrator that such domestic relations order is a qualified domestic
relations order. If, within such eighteen months, it is determined that such
domestic relations order is not a qualified domestic relations order, or if such
determination has not been made, then the Administrator shall pay the aggregate
amounts segregated in such separate account to the Plan, the Member, or such
other person or persons who would have been entitled to such amounts if there
had been no order. No payment from such segregated account to any person shall
be required to include interest.

         19.04. Interest Rate For Qualified Domestic Relations Order. To the
extent that any qualified domestic relations order requires payments to be made
to an Alternate Payee prior to the time that the affected Member has separated
from the service, as if such Member had retired on the date on which such
payment is to begin under such order, and taking into account only the then
present value of benefits actually accrued, the interest rate assumption
utilized in determining such present value shall be six and one-half percent.

         19.05 Obligation of Company. In the absence of a breach by the
Administrator or any other fiduciary of the Plan of its or his or her fiduciary
obligations to the Plan, the obligation of the Plan to the affected Member and
to each Alternate Payee shall be discharged to the extent of any payment to
either such Member or to such Alternate Payee based upon any determination by
the Administrator that a domestic relations order is or is not a qualified
domestic relations order.


<PAGE>


                                   ARTICLE XX
                          DESIGNATION OF BENEFICIARIES

         Effective January 1, 1983, each Member making any election under the
Plan, and each surviving spouse, and each beneficiary who is a natural person,
to whom any benefit under the Plan becomes payable shall file with the
Administrator a written designation of a beneficiary or beneficiaries, in such
proportions or sequence (in the event of the death of any such beneficiary prior
to the completion of payments to such beneficiary) as the Member or surviving
spouse or other beneficiary shall designate, to receive, subject to applicable
law and any reasonable limitation of general application established by the
Administrator, distributions from the Plan in the event of his or her death
prior to complete distribution of benefits hereunder. A Member or such surviving
spouse or other beneficiary may from time to time as permitted by the Plan
revoke or change any such designation, subject to applicable laws and
governmental regulations at the time in effect and any regulations which the
Administrator may prescribe. In the case of lump sum distributions in respect of
a deceased Member, if such Member did not designate a beneficiary, or if such
beneficiary did not survive the Member, such distribution shall be made in the
following order: first, to a Member's surviving spouse, if any; second, if there
is no surviving spouse, to the Member's surviving children, if any, in equal
shares; third, if there are no surviving children, to the Member's surviving
parents, if any, in equal shares; and fourth, if there are no surviving parents,
to the legal representative of the Member's estate. Any distribution in
accordance with this Article XXI shall constitute a complete release of all
Participating Companies, the Administrator and, the Trustee of all obligations
with respect to such distribution.


<PAGE>


                                   ARTICLE XXI
            TRANSFERS FROM OTHER QUALIFIED PLANS AND QUALIFIED TRUSTS

         21.01. Transfers. In the event of an entity becoming a Subsidiary or of
the acquisition by the Company or any Subsidiary of any business the employees
of which become Employees, the Plan, upon authorization of the Board of
Directors (or any committee or person to whom the Board of Directors may
delegate the authority), may accept, from (a) any pension plan qualified under
Section 401 of the Code which formerly provided coverage for such persons or (b)
any trust qualified under Section 501 of the Code which formerly provided
coverage for such persons, assets allocable to the accounts of such persons,
subject to such reasonable conditions as the Administrator may impose to insure
compliance with applicable law. Any transfers contemplated by this Section 21.01
shall be allocated and invested as contemplated by the Plan or as the Board of
Directors (or any committee or person to whom the Board of Directors may
delegate the authority) shall specify in authorizing such transfer as
contemplated by this Section 21.01.

         21.02. Transfers of Employees. If any Employee is transferred from a
Subsidiary which is not a Participating Company to a Participating Company and
elects to become a Member of the Plan, such person may elect, by filing a
Payroll Deduction Authorization with the Administrator, to have transferred to
the trust forming part of this Plan all of such person's individual account
balances in any defined contribution individual account plan of such Subsidiary
which is not a Participating Company in which such person participated as an
employee thereof, subject to the requirements of such plan and its related
trust, and subject to such reasonable conditions as the Administrator may
propose to insure compliance with applicable law. Such transfer shall be
effected as of such Valuation Date as the Administrator shall designate.

         21.03. No Benefit Reduction. Nothing in this Article XXI shall be
deemed to authorize or permit any reduction of the present value of any benefit
attributable to any person.


<PAGE>


                                  ARTICLE XXII
                                    ROLLOVER

         22.01. Rollover. An Employee who was (a) a Member of a pension plan
qualified under Section 401 of the Code, (b) covered by a trust qualified under
Section 501 of the Code shall be permitted to transfer in cash his or her
aggregate account balance from such prior plan into the Plan. Any such transfer
shall be effected by the Employee delivering (on an Enrollment Date following
within the period prescribed in the preceding sentence) a Rollover Application
specifying the Fund or Funds in which such Employee's Rollover amount is to be
invested. Notwithstanding any other provision in this Section 22.01 any
transfers contemplated by this Section shall be subject to such reasonable
conditions as the Administrator may impose to insure compliance with applicable
law.

         22.02. Direct Rollovers to Other Plans.

                           (a) This section applies to distributions made on or
                  after January 1, 1993. Notwithstanding any provision of the
                  Plan to the contrary that would otherwise limit a
                  Distributee's election under this Section, a Distributee may
                  elect, at the time and in the manner prescribed by the Plan
                  Administrator, to have any portion of an "Eligible Rollover
                  Distribution" paid directly from the Plan to an "Eligible
                  Retirement Plan" specified by the distributee in a "Direct
                  Rollover".

                           (b) Definitions. "An Eligible Rollover Distribution"
                  means any distribution of all or any portion of the balance to
                  the credit of a Distributee, except that an Eligible Rollover
                  Distribution does not include:

                                    (1) any distribution that is one of a series
                           of substantially equal Periodic Payments (not less
                           frequently than annually) made for

                                            (I) 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

                                            (II) for a specified period of ten
                                    years or more;

                                    (2) any distribution to the extent such
                           distribution is required under section 401(a)(9) of
                           the Code; and

                                    (3) the portion of any distribution that is
                           not includible in gross income (determined without
                           regard to the exclusion for net unrealized
                           appreciation with respect to employer securities)

                                    (4) A hardship withdrawal as described in
                           Section 10.02 if (and only if) such withdrawal is
                           made after December 31, 1999.

                           (c) "Eligible Retirement Plan" for purposes of the
                  Plan means an individual retirement account described in
                  section 408(a) of the Code, an individual retirement annuity
                  described in section 408(b) of the Code, an annuity plan
                  described in section 403(a) of the Code, or a qualified trust
                  described in section 401(a) of the Code that accepts the
                  Distributee Member'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.

                           (d) "Distributee" means an employee or former
                  employee. In addition, the employee's spouse or former
                  employee's surviving spouse and the employee's or former
                  Member's spouse or former spouse who is the Alternate Payee
                  under a qualified domestic relations order, as defined in
                  section 414(p) of the Code, are Distributees with regard to
                  the interest of the spouse or former spouse.

                           (e) "Direct Rollover" means a payment by the plan to
                  the Eligible Retirement Plan specified by the Distributee.

         22.03. No Benefit Reduction. Nothing in this Article XXII shall be
deemed to authorize or permit any reduction of the account balance of any
benefit attributable to any person.


<PAGE>


                                  ARTICLE XXIII
                            MISCELLANEOUS PROVISIONS

         23.01. Burden of Investment Risk. Each Member assumes all risk
connected with any decrease in the market price of any securities, including
Company Stock, credited to any of his or her Accounts.

         23.02. No Contract of Employment. The establishment of the Plan shall
not be construed as conferring any legal rights upon any Employee or any person
for a continuation of employment nor shall it interfere with the rights of any
Participating Company to discharge any Member or to treat him or her without any
regard to the effect that such treatment might have on him or her as a Member.

         23.03. Governing Law. This Plan shall be construed and interpreted in
accordance with the laws of the State of New York, to the extent not pre-empted
by the Act.

         23.04. Leased Employees. Notwithstanding any other provisions of the
Plan, for purposes of the pension requirements of Section 414(n)(3) of the Code,
the employees of a Participating Company shall include individuals defined as
"Employees" in Article I of the Plan. A Leased Employee within the meaning of
Section 414(n)(2) of the Code shall become a Member in, or accrue benefits
under, the Plan based on service as a Leased Employee only as provided in
provisions of the Plan other than this Section 23.04.



<PAGE>


                                  ARTICLE XXIV
                         TREATMENT OF RETURNING VETERANS

         24.01. Applicability and Effective Date. Notwithstanding, any other
provisions of the Plan, the rights of any Returning Veteran who resumes
employment with the Company on or after December 12, 1994 shall be modified as
set forth in this Section.

         24.02. Definitions. For purposes of this Section 24, the terms defined
herein shall have the following meanings:

                  (a) "Qualified Military Service" means any service (either
         voluntary or involuntary) by an individual in the Uniformed Services if
         such individual is entitled to reemployment rights with the Company
         with respect to such service.

                  (b) "Returning Veteran" means a former Employee who, on or
         after December 12, 1994, returns from Qualified Military Service to
         employment with the Company within the period of time during which his
         or her reemployment rights are protected by law.

                  (c) "Uniformed Services" means the Armed Forces, the Army
         National Guard and Air National Guard (when engaged in active duty for
         training, inactive duty training, or full-time National Guard duty),
         the commissioned corps of the Public Health Service, and any other
         category of persons designated by the President of the Untied States in
         time of war or emergency.

         24.03. Eligibility to Participate. For purposes of Section 3 of the
Plan:

                  (a) A Returning Veteran who was an Employee eligible to
         participate in the Plan immediately prior to his or her Qualified
         Military Service shall be deemed to have remained an eligible Employee
         throughout his or her Qualified Military Service.

                  (b) A Returning Veteran who would have become a Participant
         during the period of his or her Qualified Military Service but for the
         resulting absence from employment, shall be deemed to have become a
         Participant as of the date when he or she would have become a
         Participant if he or she had not entered into Qualified Military
         Service.

         24.04. No Break in Service. A Returning Veteran shall be deemed not to
have incurred any break in service on account of his or her Qualified Military
Service.

         24.05. Vesting Credit. To the extent applicable, a Returning Veteran's
years of service for vesting purposes shall be determined under Article VIII,
except that with respect to any period of Qualified Military Service, he or she
shall be credited with the hours of service with which he or she would have been
credited had he or she remained an Employee during such period.

         24.06. Restoration of Before-Tax and After-Tax Contributions.

                  (a) Each Returning Veteran who, during his or her period of
         Qualified Military Service would have been eligible to make Before-Tax
         and After-Tax Contributions, shall be permitted to contribute an amount
         equal to the amount of Before Tax Contributions that he or she could
         have made during such absence from employment. Such "make-up"
         contributions shall be made during the period that begins with the
         Employee's reemployment by the Employer and ends with:

                           (i) the expiration of a period of five years, or

                           (ii) if shorter, a period equal to three times the
                  period of Qualified Military Service.

                  (b) Any make-up contributions described in Subsection (a)
         hereof shall be made in addition to those Before-Tax Contributions or
         After-Tax Contributions that the Participant may elect to make after
         his or her reemployment pursuant to Section 4.01.

         24.07. Determination of Compensation. For purposes of determining the
amount of any make-up contributions under this Section 24.07, and for applying
the limits of Section 5.02, a Member's Covered Compensation during any period of
Qualified Military Service shall be deemed to equal either:

                  (a) the Covered Compensation the Member would have received
         but for such Qualified Military Service, based on the rate of pay he or
         she would have received from the Company; or

                  (b) if the amount described in (a) above is not reasonably
         certain, the Member's average Covered Compensation from a participating
         Company during the 12-month period immediately preceding the Qualified
         Military Service (or, if shorter, the period of employment immediately
         preceding the Qualified Military Service). Such amount shall be
         adjusted as necessary to reflect the length of the Member's Qualified
         Military Service.

         24.08. Application of Certain Limitations.

                  (a) For purposes of applying the limitations of Sections IV A
         and IV B, any make-up contributions described in Section 24.06, and any
         related Matching Contributions described in Section 24.08, shall be
         treated as contributions for the Plan Year to which they relate, rather
         than the Plan Year in which they were actually made.

                  (b) For purposes of applying the limitations of Section IV A,
         any such make-up contributions shall be treated as contributions for
         the calendar year to which they relate, rather than the calendar year
         in which they are actually made.

                  (c) For purposes of applying the limitations of applying the
         limitations of Sections IV A and IV B and Section V A, any make-up
         contributions described in Section 24.06 and related Company
         Contributions described in Section 24.08 (if any) shall be disregarded,
         both for the Plan Year to which the contributions relate, and for the
         Plan Year in which they are actually made.

         24.09. Suspension of Loan Repayments. Notwithstanding any provisions of
Article X A to the contrary, if a Member receives a loan from the Plan and
enters into Qualified Military Service during the term of the loan, a decrease
in Covered Compensation or failure to make required loan repayments during such
Qualified Military Service shall not result in a default under Article X A.

         24.10. Administrative Rules and Procedures. The Committee or the
Administrator shall establish such rules and procedures as it deems necessary or
desirable to implement the provisions of this Article, provided that they are
not in violation of the Uniformed Services Employment and Reemployment Rights
Act of 1994, any regulations thereunder, or any other applicable law.



<PAGE>


                             Wyeth Union Saving Plan


                                   Schedule A


         The following is a list of collective bargaining units, which have
negotiated for and accepted participation in the Wyeth Union Savings Plan:

1. Teamsters Local 781 at Carol Stream, Illinois

2. International Chemical Workers Union Local 143 at Pearl River, New York

3. International Chemical Workers Union Council/UFEW Local 887-C at Hannibal,
Missouri

4. International Chemical Workers Union Local 111 at Bound Brook, New Jersey

5. International Chemical Workers Union Local 560 at Danbury, Connecticut

6. International Chemical Workers Union Local 95 - Rouses Point, New York

7. Local 6, United Food and Chemical Workers International Union, AFL-CIO-CLC,
   Fort Dodge, Iowa


<PAGE>


                            WYETH UNION SAVINGS PLAN
                                   SCHEDULE B

1. Stable Value Fund (Vanguard Retirement Savings Trust)

2. Vanguard Balanced Index Fund

3. Vanguard 500 Index Fund

4. Vanguard Small-Cap Index Fund

5. Vanguard Total International Stock Index Fund

6. Wyeth Common Stock Fund



<PAGE>



                       AMERICAN HOME PRODUCTS CORPORATION
                         UNION SAVINGS PLAN (the "Plan")

                                   APPENDIX I

                  VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
                       TO TYCO INTERNATIONAL (U.S.), INC.



         American Home Products Corporation ("AHPC"), American Cyanamid Company
("Cyanamid"), and AHPC Subsidiary Holding Corporation ("AHPC Sub") entered into
an agreement (the "Purchase Agreement") with Tyco International (U.S.), Inc.
("Tyco"), dated as of October 20, 1997, whereby Tyco purchased, as of February
27, 1998 (the "Closing Date"), substantially all of the issued and outstanding
shares and certain of the assets of Sherwood Medical Company, a wholly-owned
subsidiary of AHPC. Pursuant to Section 9.4(c) of the Purchase Agreement, the
Plan is amended to provide that, notwithstanding the provisions of Section 4.4
of the Plan, a Plan Participant, as of the Closing Date, whose employment is
transferred to Tyco as of the Closing Date, shall be fully vested in his or her
benefit attributable to his or her Matching Account accrued as of the Closing
Date, regardless of whether he or she has less than five years of Continuous
Service.


<PAGE>





                       AMERICAN HOME PRODUCTS CORPORATION
                  UNION SAVINGS PLAN (the "Union Savings Plan")

                  VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
                           TO BASF AKTIENGESELLSCHAFT

                                   APPENDIX II

         American Home Products Corporation (the "Company") and American
Cyanamid Company, a Maine Corporation ("Cyanamid") a wholly-owned subsidiary of
the Company, entered into an agreement with BASF Aktiengesellschaft, a
corporation organized under the laws of Germany ("BASF"), dated as of March 20,
2000 (the "Purchase Agreement"), whereby the Company sold to BASF the crop
protection business conducted by Cyanamid. Pursuant to Section 9.4(c) of the
Purchase Agreement, the Union Savings Plan is hereby amended as of June 30, 2000
(the "Closing Date") to provide that, notwithstanding the provisions of Section
__ of the Union Savings Plan, all Plan Participants who are "U.S. Employees" as
defined in the Purchase Agreement (or whose connection with the transactions
contemplated by the Purchase Agreement) whose employment is transferred to BASF
as of the Closing Date, shall be fully vested in his or her benefit attributable
to his or her Matching Account accrued as of the Closing Date, regardless of
whether he or she has less than five years of Continuous Service. However,
Participants who are on disability, leave of absence, or layoff with recall
rights on the Closing Date shall be fully vested in his or her benefit
attributable to his or her Matching Contributions (is any) as of the time he or
she returns to work and is transferred to employment with BASF, provided such
return to employment and transfer occurs within 180 days after the Closing Date.


<PAGE>


            AMERICAN HOME PRODUCTS UNION SAVINGS PLAN - UNITED STATES
                                EGTRRA AMENDMENTS

                                  APPENDIX III


                     SECTION 1. LIMITATIONS ON CONTRIBUTIONS

1.       Effective date. This Section shall be effective for Limitation Years
         beginning after December 31, 2001.

2.       Maximum Annual Addition. Except to the extent permitted under Section 7
         of this amendment and Section 414(v) of the Code, if applicable, the
         Annual Addition that may be contributed or allocated to a Participant's
         Account under Section 10 of the Plan for any Limitation Year shall not
         exceed the lesser of:

         (a)      $40,000, as adjusted for increases in the cost-of-living
                  under Section 415(d) of the Code, or

         (b)      100 percent of the Participant's Compensation, within the
                  meaning of Section 415(c)(3) of the Code, for the Limitation
                  Year.

         The Compensation limit referred to in (b) shall not apply to any
         contribution for medical benefits after separation from service (within
         the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which
         is otherwise treated as an Annual Addition.


                    SECTION 2. INCREASE IN COMPENSATION LIMIT

The annual Compensation of each Participant taken into account in determining
allocations for any Plan Year beginning after December 31, 2001, shall not
exceed $200,000, as adjusted for cost-of-living increases in accordance with
Section 401(a)(17)(B) of the Code. Annual Compensation means Compensation during
the Plan Year or such other consecutive 12-month period over which Compensation
is otherwise determined under the Plan (the "determination period"). The
cost-of-living adjustment in effect for a calendar year applies to annual
Compensation for the determination period that begins with or within such
calendar year.


                   SECTION 3. MODIFICATION OF TOP-HEAVY RULES

1.       Effective date. This Section shall apply for purposes of determining
         whether the Plan is a top-heavy Plan under Section 416(g) of the Code
         for Plan Years beginning after December 31, 2001, and whether the Plan
         satisfies the minimum benefits requirements of Section 416(c) of the
         Code for such years. This Section amends Section 11 of the Plan.
2.       Determination of top-heavy status.

         2.1      Key Employee. Key Employee means any Employee or former
                  Employee (including any deceased employee) who at any time
                  during the Plan Year that includes the Determination Date was
                  an officer of the Employer having annual compensation greater
                  than $130,000 (as adjusted under Section 416(i)(1) of the Code
                  for Plan Years beginning after December 31, 2002), a 5-percent
                  owner of the employer, or a 1-percent owner of the Employer
                  having annual compensation of more than $150,000. For this
                  purpose, annual compensation means compensation within the
                  meaning of Section 415(c)(3) of the Code. The determination of
                  who is a Key Employee will be made in accordance with Section
                  416(i)(1) of the Code and the applicable regulations and other
                  guidance of general applicability issued thereunder.

         2.2      Determination of present values and amounts. This Section 2.2
                  shall apply for purposes of determining the amounts of account
                  balances of Employees as of the Determination Date.

                  2.2.1    Distributions during year ending on the Determination
                           Date.  The amounts of account balances of an Employee
                           as of the Determination Date shall be increased by
                           the distributions made with respect to the Employee
                           under the Plan and any plan aggregated with the Plan
                           under Section 416(g)(2) of the Code during the 1-year
                           period ending on the Determination Date.  The
                           preceding sentence shall also apply to distributions
                           under a terminated plan which, had it not been
                           terminated, would have been aggregated with the Plan
                           under Section 416(g)(2)(A)(i) of the Code.  In the
                           case of a distribution made for a reason other than
                           separation from service, death, or disability, this
                           provision shall be applied by substituting "5-year
                           period" for "1-year period."

                  2.2.2    Employees not performing services during year ending
                           on the Determination Date. The Accounts of any
                           individual who has not performed services for the
                           Employer during the 1-year period ending on the
                           Determination Date shall not be taken into account.

3. Minimum benefits.

         Matching Contributions. Matching Contributions shall be taken into
         account for purposes of satisfying the minimum contribution
         requirements of Section 416(c)(2) of the Code and the Plan. The
         preceding sentence shall apply with respect to Matching Contributions
         under the Plan. Matching Contributions that are used to satisfy the
         minimum contribution requirements shall be treated as Matching
         Contributions for purposes of the actual contribution percentage test
         and other requirements of Section 401(m) of the Code.

                SECTION 4. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

1.   Effective  date.  This  Section  shall  apply to  distributions  made after
     December 31, 2001.

2.   Modification  of definition of Eligible  Rollover  Distribution  to exclude
     hardship  withdrawals.  For purposes of the direct  rollover  provisions in
     Section  7.14 of the Plan,  any amount  that is  distributed  on account of
     hardship shall not be an Eligible Rollover Distribution and the Distributee
     may not elect to have any portion of such a  distribution  paid directly to
     an Eligible Retirement Plan.

3.   Modification  of definition of Eligible  Rollover  Distribution  to include
     after-tax contributions.  For purposes of the direct rollover provisions in
     Section 7.14 of the Plan, a portion of a distribution  shall not fail to be
     an Eligible  Rollover  Distribution  merely because the portion consists of
     after-tax  contributions which are not includible in gross income. However,
     such portion may be transferred only to an individual retirement account or
     annuity  described in Section  408(a) or (b) of the Code, or to a qualified
     defined contribution plan described in Section 401(a) or 403(a) of the Code
     that agrees to  separately  account for amounts so  transferred,  including
     separately  accounting  for the  portion  of  such  distribution  which  is
     includible  in gross income and the portion of such  distribution  which is
     not so includible.

4.   Modification of definition of Eligible Retirement Plan. For purposes of the
     direct  rollover  provisions  in  Section  7.13 of the  Plan,  an  Eligible
     Retirement  Plan shall also mean an annuity  contract  described in section
     403(b) of the Code and an eligible  plan under  section  457(b) of the Code
     which is maintained by a state,  political subdivision of a state and which
     agrees to separately  account for amounts  transferred  into such plan from
     this plan. The definition of Eligible  Retirement  Plan shall also apply in
     the case of a distribution to a surviving  spouse, or to a spouse or former
     spouse who is the  alternate  payee  under a  qualified  domestic  relation
     order, as defined in section 414(p) of the Code.

The Plan will accept Participant Rollover Contributions and/or direct rollovers
of Eligible Rollover Distributions made after December 31, 2001, from a
qualified Plan described in Section 401(a) or 403(a) of the Code.


                     SECTION 5. REPEAL OF MULTIPLE USE TEST

The multiple use test described in Treasury Regulation Section 1.401(m)-2 and
Section 4.10 of the Plan shall not apply for Plan Years beginning after December
31, 2001.



<PAGE>



             SECTION 6. ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION

No Participant shall be permitted to have Salary Deferral Contributions made
under this Plan, or any other qualified plan maintained by the Employer during
any taxable year, in excess of the dollar limitation contained in Section 402(g)
of the Code in effect for such taxable year, except to the extent permitted
under Section 7 of this amendment and Section 414(v) of the Code, if applicable.

                        SECTION 7. CATCH-UP CONTRIBUTIONS

All Employees who are eligible to make Salary Deferral Contributions under this
Plan and who have attained age 50 before the close of the Plan Year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limitations of, Section 414(v) of the Code. Such catch-up contributions shall
not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of Sections 402(g) and 415 of the Code.
The Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.

This Section 7 shall apply to contributions made after December 31, 2001.


          SECTION 8. SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

A Participant who receives a distribution of Salary Deferral Contributions after
December 31, 2001, on account of hardship shall be prohibited from making Salary
Deferral Contributions and After-Tax Contributions under this Plan and all other
plans of the Employer for 6 months after receipt of the distribution.


             SECTION 9. DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

1.       Effective date. This Section 9 shall apply for distributions and
         severances from employment occurring after the dates set forth below.

2.       New distributable event. A Participant's Salary Deferral Contributions,
         Matching Contributions, and earnings attributable to these
         contributions shall be distributed on account of the Participant's
         severance from employment. However, such a distribution shall be
         subject to other provisions of the Plan regarding distributions, other
         than provisions that require a separation from service before such
         amounts may be distributed.

This Section shall apply for distributions after severances from employment
occurring after December 31, 2001.