DYNCORP


                           SAVINGS AND RETIREMENT PLAN


                              AMENDED AND RESTATED


                              AS OF JANUARY 1, 2001



















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                                TABLE OF CONTENTS




ARTICLE I  --  DEFINITIONS...................................................1

ARTICLE II --  PARTICIPATION AND ENTRY DATE..................................9
       2.01  Eligibility.....................................................9
       2.02  Plan Participation..............................................9
       2.03  Re-employment..................................................10
       2.04  Change in Status...............................................10
       2.05  Transfer of CAP Accounts.......................................10

ARTICLE III --  CONTRIBUTIONS...............................................10
       3.01  Salary Deferral Contributions..................................10
       3.02  After-Tax Contributions........................................11
       3.03  Method of Contribution/Change of Contribution Rate.............11
       3.04  Matching Employer Contributions................................12
       3.05  Supplemental Matching Employer Contributions...................12
       3.06  Discretionary Employer Contributions...........................13
       3.07  Non-Discrimination Test........................................14
       3.08  Forfeitures....................................................17
       3.09  Maximum Contributions..........................................18
       3.10  Time of Payment and Accrual of Contributions for Highly-Paid
             Employees......................................................18
       3.11  Annual Additions Limitation....................................18
       3.12  Return of Contribution.........................................20
       3.13  Rollover Contributions.........................................21
       3.14  Military Service...............................................21
ARTICLE IV --  ADMINISTRATION OF FUNDS......................................21
       4.01  Investment of Funds............................................21
       4.02  Investment Elections...........................................22
       4.03  Change of Elections - Investment in Company Stock Fund.........22
       4.04  Change of Election - Diversification...........................22
       4.05  Allocation of Contributions....................................23
       4.06  Valuation of Assets............................................23
       4.07  Voting of Shares...............................................23
       4.08  Tender or Exchange Offer Procedure.............................24
       4.09  ERISA Section 404(c) Plan......................................24
       4.10  Confidentiality................................................25
       4.11  Fiduciary Designation..........................................25
       4.12  Effect of Certain Withdrawals, Distributions and Transfers.....25

ARTICLE V --  RETIREMENT BENEFITS...........................................25
       5.01  ESOP Account Benefit...........................................25
       5.02  Normal Retirement Benefit......................................26
       5.03  Deferred Retirement Benefit....................................26
       5.04  Disability Retirement Benefit..................................26
       5.05  Payment of Benefits............................................26
       5.06  Installment Payments...........................................27
       5.07  Joint-and-Survivor Annuity.....................................28
       5.08  Life Annuity...................................................28
       5.09  Additional Allocations on Retirement...........................28
       5.10  Crediting of Investment Earnings...............................29
       5.11  Company Stock..................................................29
       5.12  Waiver of Notice...............................................29

ARTICLE VI --  DEATH BENEFITS...............................................29
       6.01  ESOP Account Benefit...........................................29
       6.02  Death Benefits.................................................30
       6.03  Additional Allocations on Death................................30
       6.04  Beneficiary Designation........................................30

ARTICLE VII --  VESTING AND SEPARATION FROM SERVICE.........................31
       7.01  Vesting of Accounts............................................31
       7.02  Payment of Benefits to Terminated Participants.................32
       7.03  Re-employment After Distribution and Restoration of
             Contributions..................................................33

ARTICLE VIII --  WITHDRAWALS AND LOANS......................................33
       8.01  Withdrawals While Employed.....................................33
       8.02  Loans..........................................................35

ARTICLE IX --  ADMINISTRATION...............................................37
       9.01  Plan Administrator.............................................37
       9.02  Administrative Procedures......................................38
       9.03  Other Plan Administrator.......................................38
       9.04  Claims Procedures..............................................39
       9.05  Expenses.......................................................39
       9.06  Service of Process.............................................39
       9.07  Purchase of Common Stock; Valuation............................40
       9.08  Direct Rollovers of Accounts to Qualified Plans................40
       9.09  Administration and Maintenance of ESOP Accounts................40

ARTICLE X --  AMENDMENT, TERMINATION, AND MERGERS...........................40
       10.01  Amendment.....................................................41
       10.02  Plan Termination..............................................41
       10.03  Permanent Discontinuance of Employer Contributions............42
       10.04  Suspension of Employer Contributions..........................43
       10.05  Mergers and Consolidations of Plans...........................43
       10.06  Former Participants in Merged Plans...........................43

ARTICLE XI --  WITHDRAWAL OF EMPLOYER.......................................43
       11.01  Withdrawal of Employer........................................43
       11.02  Distribution after Withdrawal.................................44

ARTICLE XII --  MISCELLANEOUS PROVISIONS....................................44
       12.01  Non-Alienation of Benefits....................................44
       12.02  No Contract of Employment.....................................45
       12.03  Severability of Provisions....................................45
       12.04  Heirs, Assigns, and Personal Representatives..................45
       12.05  Headings and Captions.........................................45
       12.06  Gender and Number.............................................45
       12.07  Funding Policy................................................45
       12.08  Title to Assets...............................................45
       12.09  Payment to Minors, etc........................................45
       12.10  Situs.........................................................46
       12.11  Missing Payee.................................................46
       12.12  Subject to Trust Agreement....................................46

ARTICLE XIII --  TOP-HEAVY PROVISIONS.......................................46
       13.01  Top-Heavy Plan................................................46
       13.02  Minimum Contributions or Benefits.............................50
       13.03  Discontinuance of Article.....................................51




<PAGE>







                       DYNCORP SAVINGS AND RETIREMENT PLAN

                              AMENDED AND RESTATED

                                                         AS OF JANUARY 1, 2001

         WHEREAS, DynCorp (hereinafter sometimes referred to as the "Company")
has previously adopted the Deferred Savings Plan of DynCorp and Participating
Subsidiaries (hereinafter referred to as the "Plan"), effective as of April 1,
1983, which is to continue to be funded through the medium of a Trust Fund; and

         WHEREAS, the Company desires to amend and restate the Plan to comply
with the requirements of the Uruguay Round Agreements Act, the Uniformed
Services Employment and Reemployment Rights Act of 1994, the Small Business Job
Protection Act of 1996, the Taxpayer Relief Act of 1997, and the Internal
Revenue Service Restructuring and Reform Act of 1998; and

         WHEREAS, the Company desires to further amend and restate the Plan to
enhance certain of the benefits offered thereunder and to add certain new
benefits not previously offered; and

         WHEREAS, the Company has previously adopted the DynCorp Employee Stock
Ownership Plan (hereinafter referred to as the "ESOP"), effective January 1,
1988, and concurrently desires to merge the ESOP into the Plan, which, pursuant
to a spin-off was bifurcated into two substantially identical qualified savings
and retirement plans, effective January 1, 2001, such that all applicable
contributions and distributions under the ESOP after such date will be made
under the terms and provisions of such Plan documents; and

         WHEREAS, the provisions describing the nonterminable protections and
rights with respect to Participants' ESOP Accounts under the ESOP are attached
hereto as Appendix A, which is incorporated into and made a part of the Plan.

         NOW, THEREFORE, the Company hereby renames, amends, and restates the
Plan, effective as of January 1, 2001 (or such other date or dates otherwise
specified herein or such other earlier date or dates as shall be necessary to
comply with those changes in applicable law that became effective prior to
January 1, 2001) to be hereafter known as the DynCorp Savings and Retirement
Plan, as follows:



<PAGE>




ARTICLE I

DynCorp Savings and Retirement Plan

ARTICLE I -- DEFINITIONS

1.01 ..."Account" shall mean with respect to a Participant all of the various
accounts, as applicable, maintained to define such Participant's proportionate
interest in the Trust Fund as follows:

(a)......A "Salary Deferral Contribution Account" includes the Salary Deferral
Contributions made on behalf of the Participant, the appreciation or
depreciation of the investments allocated to that Account, and the income earned
on such investments, less the expenses incurred as to such Account;

(b)......An "After-Tax Contribution Account" includes the Participant's
After-Tax Contributions, the appreciation or depreciation of the investments
allocated to that Account, and the income earned on such investments, less the
expenses incurred as to such Account;

(c)......An "ESOP Account" reflects the account of each Participant under the
ESOP that was merged into the Plan, and any allocable share of forfeitures from
ESOP Accounts, any cash dividends on Common Stock allocated to ESOP Accounts,
and any net income (or loss) of the Trust allocable to ESOP Accounts.

(d)......A "Matching Employer Contribution Account" reflects the Matching
Employer Contributions allocated to the Participant, the appreciation or
depreciation of the investments allocated to that Account, and the income earned
on such investments, less the expenses incurred as to such Account;

(e)......A "Discretionary Employer Contribution Account" reflects the
Discretionary Employer Contributions (including Special SCA Discretionary
Contributions and Special SCA Compliance Contributions) allocated to the
Participant, the appreciation or depreciation of the investments allocated to
that Account, and the income earned on such investments, less the expenses
incurred as to such Account;

(f)......A "Rollover Contribution Account" reflects any rollover/direct transfer
contribution made in accordance with Section 3.13, the appreciation or
depreciation of the investments allocated to that Account, and the income earned
on such investments, less the expenses incurred as to such Account; and

(g)......A "Supplemental Matching Employer Account" reflects the Supplemental
Matching Employer Contribution allocated to the Participant, the appreciation or
depreciation of the investments allocated to that Account, and the income earned
on such investments, less the expenses incurred as to such Account.

1.02 ... "Active Participant" shall mean Eligible Employees who have satisfied
the participation requirements of Section 2.02 as of an applicable Entry Date or
who have made a Rollover Contribution, and are not Terminated Vested
Participants or Inactive Participants.

1.03 ..."Affiliated Organization" shall mean (i) any corporation on or after the
date it becomes a member of a controlled group of corporations which includes
the Employer, as determined under the provisions of Section 414(b) of the Code,
(ii) any trade or business, whether or not incorporated, on or after it comes
under common control with the Employer, as determined under Section 414(c) of
the Code, (iii) any organization which is an affiliated service organization
with the Employer within the meaning of Section 414(m) of the Code, and (iv) any
other entity required to be aggregated with the Employer pursuant to regulations
under Section 414(o) of the Code.

1.04 ..."Age" or "age" shall mean the chronological age attained by the
Participant at his most recent birthday or as of such other date of reference as
set forth in this Plan.

1.05 ..."Beneficiary" shall mean the beneficiary or beneficiaries (including any
contingent beneficiary) designated by a Participant pursuant to Section 6.04 to
receive the amount, if any, payable under the Plan (including Appendix A) upon
the death of such Participant. A beneficiary designation previously filed
pursuant to Section 6.04 shall control until changed by the Participant;
provided that where there has been an invalid designation, or no designation,
Beneficiary shall mean the beneficiary or beneficiaries to whom such amount
would otherwise be payable under the terms of this Plan (including Appendix A).

1.06 ..."Board of Directors" shall mean the board of directors of the Company
and/or any authorized committee thereof.

1.07 ..."Break-in-Service" shall mean a twelve-month period commencing on the
day following an Employee's termination of employment with an Affiliated
Organization, or on each anniversary thereof, during which period such person
does not incur at least one Hour of Service.

1.08 ..."CAP" means the DynCorp Capital Accumulation Plan, effective as of
January 1, 2001.

1.09 ..."Code" means the Internal Revenue Code of 1986 as the same currently
exists, and as it may hereafter be amended or clarified by regulations, rulings,
notices or other publications of the Internal Revenue Service having legal
effect.

         1.09A "Columbus Participants" means hourly paid Participants, other
than Highly-Paid Employees, who are currently employed at Columbus (Mississippi)
Air Force Base.

1.10 ..."Company Stock" or "Common Stock" means shares of the common stock of
the Company.

1.11 ..."Company Stock Fund" means an investment fund primarily invested in
Company Stock.

1.12 ..."Compensation" shall mean, for any applicable period, the total
remuneration that is paid to an Employee for services performed for an Employer
reportable for federal income tax purposes as provided under Section 3401(a) of
the Code on IRS Form W-2, including any Salary Deferral Contribution made on
behalf of the Participant under this Plan, and any contributions made by salary
reduction to a plan or program established in accordance with Section 125, 129
or 132(f) of the Code. Compensation shall exclude premiums paid to a life
insurance plan of the Company for additional coverage above $50,000; the value
of Company car or commuting allowances; reimbursements for expenses; and any
other fringe benefits, and, for Highly-Paid Employees, shall also exclude
distributions of compensation deferred during a prior period and earnings
thereon, supplemental executive retirement plans, and long-term incentive plan
awards or distributions, such as restricted stock and stock options.

         Anything herein to the contrary notwithstanding, a Participant's
Compensation shall be deemed not to exceed $170,000 for any Plan Year, subject
to any adjustments to reflect any increases in the cost of living as determined
by the Secretary of the Treasury or any other adjustments pursuant to Section
401(a)(17) of the Code.

1.13 ..."Contribution" shall mean any or all of the various types of
contributions made under the Plan by Participants or the Employer, as described
below:

(a)......"ESOP Contribution" shall mean a Contribution made by the Employer
pursuant to the ESOP; provided that ESOP Contributions (other than allocation of
forfeitures, if any) shall be suspended for Plan Years beginning on or after
January 1, 2001.

(b)......"Salary Deferral Contribution" shall mean that portion of the
Contribution made to the Plan on behalf of a Participant by his Employer through
a salary reduction agreement, as described under Sections 2.02 and 3.01.

(c)......"After-Tax Contribution" shall mean that portion of a Participant's
Contribution to the Plan which he elects to make independent of a salary
reduction agreement, as described under Section 3.02.

(d)......"Matching Employer Contribution" shall mean a Contribution made by an
Employer as described under Section 3.04, based on a Participant's Salary
Deferral Contribution (including any Salary Deferral Contributions
re-characterized as After-Tax Contributions pursuant to Section 3.07).

(e)......"Discretionary Employer Contribution" shall mean a Contribution
(including a Special SCA Discretionary Contribution and a Special SCA Compliance
Contribution) made by an Employer which is unrelated to any Participant
Contributions, as described under Section 3.06.

(f)......"Qualified Non-elective Contribution" shall mean a Contribution made by
an Employer (other than those listed above) in order that the Plan will satisfy
the requirements of Section 3.07 for a Plan Year. The allocation may be made to
all Active Participants who are not Highly-Paid Employees or, with respect to
satisfaction of the ADP test, only to those Active Participants who have made
Salary Deferral Contributions for a Plan Year and who are not Highly-Paid
Employees. Such Contributions shall be treated as Salary Deferral Contributions
for all purposes under the Plan and shall be nonforfeitable.

(g)......"Supplemental Matching Employer Contribution" shall mean a Contribution
made by an Employer described under Section 3.05, based on a Participant's
Salary Deferral Contribution that is directed as an investment in the Company
Stock Fund.

1.14 ..."Contribution Percentage" shall mean the percentage determined by
dividing (i) the sum of the Salary Deferral Contribution, After-Tax
Contribution, Matching Employer Contribution, Supplemental Matching Employer
Contribution, and any Qualified Non-elective Contribution used to satisfy the
non-discrimination requirements of Section 3.07 or any combination of such
Contributions, whichever is applicable, made by or on behalf of a Participant
for the applicable period by (ii) his compensation, as defined under Code
Section 414(s), earned while eligible to participate in the Plan. "ADP" shall
sometimes be used herein to refer to the Average Contribution Percentage with
respect to Salary Deferral Contributions or amounts treated as Salary Deferral
Contributions. "ACP" shall sometimes be used herein to refer to the Average
Contribution Percentage with respect to Matching Employer Contributions,
Supplemental Matching Employer Contributions, and After-Tax Contributions, if
applicable.

1.15 ..."Disability" shall mean a physical or mental condition of such severity
and probable prolonged duration as to cause the Participant to be unable to
continue his duties as an Employee. The existence of any Disability shall be
determined by a physician approved by the Plan Administrator or the Employer's
designated disability insurance carrier, based on medical evidence of a physical
or mental impairment that can be expected to last more than 12 months or result
in death, or on other uniform and non-discriminatory criteria as established by
the Plan Administrator. Notwithstanding the foregoing, eligibility for Social
Security Disability benefits or for long term disability benefits under an
insured plan sponsored by the Employer shall be deemed conclusive proof of
disability.

1.16 ..."Effective Date" of this Plan shall mean April 1, 1983. The effective
date of this amended and restated Plan is January 1, 2001.

1.17 ..."Eligible Employee" shall mean an Employee of an Employer other than
Excluded Employees or Employees who are eligible to participate in the CAP. In
addition to the foregoing, the term "Eligible Employee" shall not include (i)
any person whose terms and conditions of employment are determined by collective
bargaining with a third party and with respect to whom inclusion in this Plan
has not been provided for in the collective bargaining agreement setting forth
those terms and conditions of employment, (ii) any Employee of the Employer who,
on the basis of the Employer's customary practices consistently applied, is
classified by the Employer as an independent contractor, (iii) any leased
employee, or (iv) any nonresident alien who receives no compensation from the
Employer which constitutes income from sources within the United States.

1.18 ..."Employee" shall mean any employee of the Employer who, on the basis of
the Employer's customary practices consistently applied, is classified as such,
including a leased employee as defined under Section 414(n)(2) of the Code.

         The term "leased employee" means any person (other than an employee of
the recipient organization) who pursuant to an agreement between the recipient
organization and any other person ("leasing organization") has performed
services for the recipient organization (including related persons determined in
accordance with Section 414(n)(6) of the Code) on a substantially full-time
basis for at least one year, and such services are performed under the primary
direction and control by the recipient. Contributions or benefits provided a
leased employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer.

         A leased employee shall not be considered an employee of the recipient
organization if such employee is covered by a money purchase pension plan
providing immediate participation, full and immediate vesting and a
non-integrated employer contribution rate of at least ten percent (10%) of
compensation (as defined, for purposes of leased employees, in Section
414(n)(5)(C)(iii) of the Code). Also, the leased employees must not constitute
more than twenty percent (20%) of the recipient organization's non-highly
compensated workforce.

1.19 ..."Employer" shall mean DynCorp (hereinafter sometimes referred to as the
"Company"), and any successor thereto which adopts this Plan and joins in the
corresponding Trust Agreement. The term "Employer" shall also include any
subsidiary or other entity affiliated or associated with the Company or an
Employer (including an Affiliated Organization), and joint ventures, which, with
the consent of the Plan Administrator, adopts this Plan. The term "Employer"
shall not include any subsidiary or affiliate of the Company, unless such
subsidiary or affiliate is specifically designated as an Employer in accordance
with the foregoing sentence. The designated Employers who have adopted the Plan
with the consent of the Plan Administrator are set forth on Appendix C, attached
hereto.

1.20  ..."Entry Date" shall mean the first day of each payroll period.

1.21  ..."ERISA" means the Employee Retirement Income Security Act of 1974 (P.L.
93-406), including all amendments thereto.

1.22 ..."ESOP" means the provisions of the DynCorp Employee Stock Ownership
Plan, which, pursuant to the spin-off of the ESOP into two separate plans and
merger of the relevant ESOP provisions this into this Plan, are incorporated
herein and reflected in Appendix A.

1.23 ..."Excluded Employee" means employees who are employed at the excluded
operations as set forth on Appendix C hereto. The list of excluded operations as
set forth on Appendix C may be revised from time to time by the Plan
Administrator. Such revisions shall not be considered amendments to the Plan,
and Board of Director approval shall not be required.

1.24 ..."Fund" or "Trust Fund" shall mean all of the assets of the Plan held by
the Trustees (or any nominees thereof) at any time under the Trust Agreement.

1.25  ..."Highly-Paid Employee" means any Employee who:

(i)......is a greater than five percent (5%) owner of an Employer or an
          Affiliated Organization (as defined in Section 416(i) of the Code) in
          the current Plan Year or the twelve (12) months immediately preceding
          the current Plan Year; or

(ii)      is among the top one-fifth (1/5th) of all Employees of an Employer and
          all its Affiliated Organizations (other than those Employees excluded
          pursuant to Treasury Regulations) ranked by compensation in the twelve
          (12) months immediately preceding the current Plan Year, if he
          received more than eighty thousand dollars ($80,000) (as such amount
          may be adjusted by the Secretary of the Treasury pursuant to Section
          414(q) of the Code) in compensation.

         For purposes of this definition, the term "compensation" shall have the
meaning described in Section 414(q)(4) of the Code.

1.26     "Hour of Service" shall mean the following:

(a) An Hour of Service includes each hour for which an Employee is paid, or
entitled to payment, for the performance of duties for the Employer or an
Affiliated Organization during the Plan Year.

(b) An Hour of Service includes each hour for which an Employee is paid, or
entitled to payment, (either directly or indirectly) by the Employer or an
Affiliated Organization on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
disability), paid lay-off, jury duty, military duty, or leave of absence.
Notwithstanding the preceding sentence:

(i)       No more than 501 hours of service are required to be credited under
          this paragraph (b) to an Employee on account of any single continuous
          period during which the Employee performs no duties (whether or not
          such period occurs in a single computation period).

(ii)      An hour for which an Employee is directly or indirectly paid, or
          entitled to payment, on account of a period during which no duties are
          performed shall not constitute an Hour of Service, if such payment is
          made or due under a plan maintained solely for the purpose of
          complying with applicable workers compensation, unemployment
          compensation, or disability insurance laws.

(iii)     Hours of Service are not required to be credited for a payment which
          solely reimburses an Employee for medical or medically related
          expenses incurred by the Employee.

(c)      An hour worked at overtime or premium pay will count as only one Hour
of Service under the Plan.

(d) An Hour of Service includes each hour for which back pay, irrespective of
mitigation of damages, is either awarded to or agreed to by the Employer. The
same Hours of Service shall not be credited both under paragraph (a) or
paragraph (b), as the case may be, and under this paragraph (d). Crediting of
Hours of Service for each pay awarded shall be subject to the limitations set
forth in paragraphs (a), (b) and (c).

(e) An Hour of Service shall also be credited for reasons other than the
performance of duties in accordance with Department of Labor Regulations,
Section 2530.200b-2(b). Further, the computation periods used for purposes of
crediting Hours of Service shall be in accordance with Department of Labor
Regulations, Section 2530.200b-2(c). If an Employer does not maintain hourly
records with respect to any Employee, such Employee shall be credited with 45
Hours of Service for each week in which he is entitled to be credited with an
Hour of Service.

1.27 "Inactive Participant" shall mean former Participants who are not Active
Participants or Terminated Vested Participants and who continue to be employed
in a non-covered class by an Employer or an Affiliated Organization, including,
but not limited to, inactive participants under the ESOP who had ESOP Accounts
as of December 31, 2000, all of which continue to be maintained under this Plan
effective January 1, 2001.

1.28 "Internal Market" means an arrangement administered and maintained by the
Company whereby individuals desiring to sell Company Stock and individuals
desiring to purchase Company Stock who are designated by the Company as eligible
to participate in the arrangement may execute sales and purchases of Company
Stock at a price established by the Board of Directors.

1.29 "Merged Plan" shall mean a qualified plan previously maintained by an
Affiliated Organization which has been merged with or consolidated into this
Plan.

1.30 "Named Fiduciary" shall mean the Employer, the Trustees and the Plan
Administrator. Each named Fiduciary shall have only those particular powers,
duties, responsibilities and obligations as are specifically given him under the
Plan and/or the Trust Agreement.

1.31 "Non-Company Stock Investment Fund" means an investment fund primarily
invested in assets other than Company Stock.

1.32 "Non-Highly-Paid Employee" shall mean any Employee who during the
applicable period was not a Highly-Paid Employee.

1.33 "Normal Retirement Date" shall mean the date on which the Participant has
attained Age 65.

1.34 "Participant" shall mean any Eligible Employee, including, if applicable,
Beneficiaries and alternate payees of such Eligible Employees pursuant to QDROs.
The term "Participant" includes Active Participants, Terminated Vested
Participants, and Inactive Participants. Unless the QDRO expressly provides
otherwise, an alternate payee pursuant to a QDRO shall be treated as a
Terminated Vested Participant for purposes of Article 8.

1.35 "Participating Unit" shall mean a division, organizational unit, work
location, facility or other group affiliated or associated with the Employer, as
designated by the Plan Administrator from time to time.

1.36 "Plan" shall mean the DynCorp Savings and Retirement Plan as set forth
herein (including Appendix A), and as the same may from time to time hereafter
be amended. The Plan is a "profit sharing plan" as described in Treasury
Regulations under Section 401(a)(27) of the Code; Appendix A includes the
"nonterminable" protections and rights required by Treasury Regulation Section
54.4975-11 to be provided Participants with ESOP Accounts.

1.37 "Plan Administrator" shall mean the committee appointed by the Board of
Directors, or such other individuals named as such pursuant to the provisions of
Article IX hereof.

1.38"Plan Year" shall mean a twelve-month period beginning on January 1st and
ending on each December 31st.

1.39 "QDRO" shall mean a qualified domestic relations order as such term is
defined under Section 414(p) of the Code.

1.40 "Reduced Compensation" shall mean Compensation reduced by any Salary
Deferral Contributions made by the Participant and also reduced by any
contributions made by salary reduction to a plan or program established in
accordance with Sections 125, 129 or 132(f) of the Code.

1.41 "Service" shall mean employment on the payroll of an Employer during a
period which would constitute an Hour of Service; provided that solely for
purposes of determining Service, Employer may include an employer that is
affiliated or associated with the Company, as determined by the Plan
Administrator, but which has not adopted the Plan.

1.42 "Special SCA Compliance Contribution" shall have the meaning given in
Section 3.06. All references to Discretionary Employer Contributions shall be
deemed to include Special SCA Compliance Contributions, unless specifically
indicated to the contrary.

1.43 "Special SCA Discretionary Contribution" shall have the meaning given in
Section 3.06. All references to Discretionary Employer Contributions shall be
deemed to include Special SCA Discretionary Contributions, unless specifically
indicated to the contrary.

1.44 "Terminated Vested Participant" shall mean former Employees who are
entitled at some future date to the distribution of benefits from this Plan,
including, but not limited to, terminated vested participants under the ESOP who
had ESOP Accounts as of December 31, 2000, all of which continue to be
maintained under this Plan effective January 1, 2001.

1.45 "Transferred Employee" shall mean any individual who, immediately prior to
becoming an Eligible Employee, was a participant in the CAP, and who has
transferred employment to a unit of the Company which has adopted the SARP.

1.46     "Treasury Regulation" shall mean a regulation or temporary regulation
issued pursuant to the Code.

1.47 "Trust Agreement" shall mean the agreement that provides for the Trust Fund
in which the assets of the Plan are held by the Trustee, and any similar
agreement amending or superseding said Trust Agreement, which may be amended
from time to time.

1.48     "Trustees" shall mean the party or parties so designated pursuant to
the Trust Agreement.

1.49 "Valuation Date" shall mean the last day of each Plan Year and any other
date as of which the Plan Administrator elects to make a valuation of Plan
Accounts. The term Valuation Date shall mean with respect to ESOP Accounts, and
portions of Plan Accounts invested in the Company Stock Fund, the last day of
each calendar quarter and any other date as of which the Plan Administrator
elects to make a valuation of such ESOP Accounts, and such portions of Plan
Accounts invested in the Company Stock Fund.

1.50 "Vested Account Balance" shall mean so much of a Participant's Account as
is vested in accordance with Sections 7.01 and 10.02(a).

1.51 "Years of Service" shall mean an Employee's period of Service, measured in
years from his date of hire or rehire (whichever is applicable) with an Employer
until his termination of employment with any Employer; provided that solely for
purposes of determining Years of Service, Employer may include an employer that
is affiliated or associated with the Company, as determined by the Plan
Administrator, but which has not adopted the Plan. If an Employee's employment
is terminated before an anniversary date and he is subsequently rehired before
he has incurred five twelve-month Breaks-in-Service, he will be re-credited as
of his date of rehire with each prior Year of Service and with a partial Year of
Service for any other period of Service completed since his hire date, rehire
date, or anniversary date, as applicable. All periods of Service shall be
counted regardless of whether or not such periods are continuous, but no single
period shall be counted toward more than one Year of Service.

ARTICLE II -- PARTICIPATION AND ENTRY DATE

2.01     Eligibility.
         -----------

         Each individual who is a Participant immediately prior to the effective
date of this amended and restated Plan shall continue to participate as of such
effective date. Beginning on and after the effective date of this amended and
restated Plan, each individual shall become a Participant on the first Entry
Date following the date he first becomes an Eligible Employee, unless
specifically authorized by the Plan Administrator to the contrary.

2.02     Plan Participation.
         ------------------

         Each Eligible Employee who has satisfied the requirements of Section
2.01 shall complete such forms and provide such data as are reasonably required
by the Plan Administrator as a precondition to Plan participation. In order to
receive a Salary Deferral Contribution, a Participant must enter into a salary
reduction agreement to be effective as of an Entry Date, electing to reduce his
salary by an amount equal to his Salary Deferral Contribution. Except as
otherwise established by the Plan Administrator on a non-discriminatory basis, a
Participant's Salary Deferral Contribution for any Plan Year shall not exceed
the lesser of (i) 18% of his Compensation for the Plan Year or portion of such
Plan Year during which he was an Active Participant, subject to the limitations
set forth in Article III, and (ii) $10,500, or such higher maximum contribution
for a taxable year as may be permitted under Section 402(g) of the Code. The
Plan Administrator shall determine the minimum and/or maximum permitted salary
reduction. Any maximum permitted salary reduction may apply to all Participants
or to Participants of one or more Employers or solely to those Participants of
one or more Employers who are Highly-Paid Employees. Participants shall make
separate elections with respect to Salary Deferral and After-Tax Contributions,
and the election of either type of contribution shall not, in any way, be
contingent upon any other election made under the Plan. By becoming a
Participant, an Employee shall for all purposes be deemed conclusively to have
assented to the provisions of the Plan, the corresponding Trust Agreement, and
to all amendments to such instruments.

2.03     Re-employment.
         -------------

         In the event a Participant terminates employment, and is re-employed,
he shall be admitted or readmitted as an Active Participant on the date of his
re-employment, provided he is then an Eligible Employee.

2.04     Change in Status.
         ----------------

         In the event that a person who has been an Employee in an employment
status not eligible for participation in this Plan subsequently becomes eligible
by reason of a change in status, he shall become a Participant on the date such
person becomes an Eligible Employee; provided such Eligible Employee has
previously satisfied the requirements of Section 2.01.

2.05     Transfer of CAP Accounts.
         ------------------------

         At the election of the Plan Administrator and with the consent of the
administrator of the CAP, the CAP account balances of any Transferred Employee,
including any outstanding loans to the Transferred Employee, shall be
transferred to the Trust Fund in accordance with the requirements of Section
10.05. Subject to the requirement that all optional forms of benefits available
under the CAP be preserved in accordance with Section 411(d)(6) of the Code, any
amounts transferred to the Trust Fund in respect of a Transferred Employee from
the CAP shall be governed by the rules, investment choices, valuation procedures
and distribution options that apply under this Plan as of the date of such
transfer.

ARTICLE III -- CONTRIBUTIONS

3.01     Salary Deferral Contributions.
         -----------------------------

         The Employer will make a Salary Deferral Contribution to the Plan for
each Active Participant who has entered into a salary reduction agreement, in
accordance with Section 2.02, as determined by such salary reduction agreement.
In addition, for any Plan Year, an Employer may elect to make a Qualified
Non-elective Contribution (including a qualified matching Contribution)
allocable only to those Active Participants who are not Highly-Paid Employees,
in order that the Plan will satisfy requirements of Section 3.07 for such Plan
Year. Any Contribution made in accordance with the preceding sentence shall be
allocated among applicable Participants in proportion to the ratios of each such
Participant's Compensation or, with respect to satisfaction of the ADP test,
only to those Participants who have made Salary Deferral Contributions (under
the same allocation procedure used for Matching Employer Contributions or
pro-rata). Matching Employer Contributions used to satisfy the test described
under Section 3.07 must comply with Treasury Regulation 1.401(k)-1(b)(3).

         "Excess Elective Deferrals" shall mean any Salary Deferral
Contributions which exceed the dollar limitation under Code Section 402(g). Such
Excess Elective Deferrals shall be treated as annual additions under the Plan
unless they are distributed in accordance with this Article.

         A Participant may assign to this Plan any Excess Elective Deferrals
made during a taxable year of the Participant by providing fifteen (15) days
written notification to the Plan Administrator of the amount of the Excess
Elective Deferrals to be assigned to this Plan. Such notice shall be provided no
later than the first March 1st following the close of the individual's tax year.
Excess Elective Deferrals with respect to the combination of Excess Elective
Deferrals and deferrals under another plan of deferred compensation of an
Employer or an Affiliated Organization will automatically be returned to the
Participant.

         Notwithstanding any other provision of the Plan, Excess Elective
Deferrals for a taxable year (reduced by Excess Contributions previously
distributed or recharacterized for the Plan Year beginning in such taxable
year), plus any income and minus any loss allocable thereto, shall be
distributed no later than April 15th to any Participant to whose Salary Deferral
Contribution Account Excess Elective Deferrals were assigned for the preceding
year and who claims Excess Elective Deferrals for such taxable year.

         Excess Elective Deferrals shall be adjusted for any income or loss. The
income or loss allocable to Excess Elective Deferrals is the income or loss
allocable to the Participant's Salary Deferral Contribution Account for the
taxable year multiplied by a fraction, the numerator of which is such
Participant's Excess Elective Deferrals for the year and the denominator of
which is the Participant's Salary Deferral Contribution Account without regard
to any income or loss occurring during such taxable year.

         Any Supplemental Matching Employer Contributions or Matching Employer
Contributions attributable to Excess Elective Deferrals, with the income
allocable to such Supplemental Matching Employer Contributions or Matching
Employer Contributions calculated in accordance with regulations under Section
401(m) of the Code, shall be withdrawn from the affected Participant's
Supplemental Matching Employer Contribution and Matching Employer Contribution
Accounts and used by the Employer as future Supplemental Matching Employer
Contributions, Matching Employer Contributions or Discretionary Employer
Contributions.

3.02     After-Tax Contributions.
         -----------------------

         With the consent of the Plan Administrator as to the Employer by which
an Employee is then employed, Participants may elect to make After-Tax
Contributions to the Trust for each Plan Year in amounts not less than one
percent (1%) of Compensation, nor more than ten percent (10%) of Compensation
for such Plan Year and all prior Plan Years during which the Plan was in effect,
reduced by the total After-Tax Contributions previously made by the Participant
not to exceed the maximums permitted under Section 3.07 and 3.11. Such consent
may be given in the Plan Administrator's sole discretion, but shall be applied
on a non-discriminatory basis and shall apply to all Participants employed by
the applicable Employer. After-Tax Contributions shall not be used to reduce the
Participant's taxable income.

3.03     Method of Contribution/Change of Contribution Rate.
         --------------------------------------------------

         Salary Deferral and After-Tax Contributions may be made by periodic
payroll deductions or on such other basis as shall be determined from time to
time by the Plan Administrator. Nothing contained herein shall preclude the Plan
Administrator from not allowing Salary Deferral or After-Tax Contributions to be
made by any Participant in accordance with Section 3.07 or from limiting the
number of payroll periods in a Plan Year during which such Contributions are
permitted. A Participant may elect an increase or decrease in his Salary
Deferral Contributions or After-Tax Contributions, provided that such election
is made in the manner and within the time prescribed by the Plan Administrator.
Such election shall become effective as soon as practicable after notice of the
election is received by the Plan Administrator or its delegate.

         A Participant may elect to suspend all of his Salary Deferral
Contributions or After-Tax Contributions provided such election is made in the
manner and within the time prescribed by the Plan Administrator. Such suspension
shall become effective as soon as practicable after notice of the Participant's
election is received by the Plan Administrator or its delegate. A Participant
may elect to resume contributions in the manner prescribed by the Plan
Administrator.

         No contributions may be made by or on behalf of any Participant during
any period that he is receiving long term disability benefits, worker's
compensation benefits or while the Participant is on a leave of absence for
which no Compensation is being paid from the Employer.

3.04     Matching Employer Contributions.
         -------------------------------

         For Plan Years beginning on or after January 1, 2001, the Employer
shall make a Matching Employer Contribution with respect to those Salary
Deferral Contributions made by each Participant. Such Matching Employer
Contribution for each payroll period will equal 50% of the first 8% of the
Participant's Compensation for the payroll period contributed on the
Participant's behalf as a Salary Deferral Contribution. The Employer may make
Matching Employer Contributions in the form of cash, Company Stock or a
combination thereof, or the Employer may make cash contributions to the Trust to
be used by the Trust to obtain Company Stock to satisfy the Matching Employer
Contributions. The cash received by the Trust shall, unless contrary to ERISA,
be used to purchase Company Stock to satisfy the Company's put option liability
under Appendix A, attached hereto.

         Except as provided in Appendix B, an Employer may only make a Matching
Employer Contribution if such Contribution, and the amount of such Contribution,
has been authorized by the Plan Administrator. Certain Matching Employer
Contributions made under the Plan are subject to the special conditions set
forth in Appendix B.

3.05     Supplemental Matching Employer Contributions.
         --------------------------------------------

         The Employer shall make a Supplemental Matching Employer Contribution
with respect to those Salary Deferral Contributions made by each Participant who
has directed the investment of such Salary Deferral Contributions in the Company
Stock Fund. The Supplemental Matching Employer Contribution for each payroll
period will equal 50% of the first 3% of the Participant's Compensation for the
payroll period contributed on the Participant's behalf as a Salary Deferral
Contribution directed to the Company Stock Fund. The Employer may make
Supplemental Matching Contributions in the form of cash, Company Stock or a
combination thereof, or the Employer may make cash contributions to the Trust to
be used by the Trust to obtain Company Stock to satisfy the Supplemental
Matching Employer Contributions. The cash received by the Trust shall, unless
contrary to ERISA, be used to purchase Company stock to satisfy the Company's
put option liability under Appendix A, attached hereto.

3.06     Discretionary Employer Contributions.
         ------------------------------------

         Employers may make Discretionary Employer Contributions, which shall be
allocated to each eligible Participant's Account in an amount equal to at least
1% of the Participant's Compensation; provided that in any Plan Year, the
Discretionary Employer Contributions on behalf of certain Participants who are
employees of a Participating Unit, when expressed as a percentage of the
aggregate Compensation of such Participants, may, but need not be, the same as
the contribution on behalf of the Participants who are employees of another
Participating Unit. The Discretionary Employer Contributions made pursuant to
this Section 3.06 shall be made in a manner that is nondiscriminatory and that
meets all of the applicable qualification requirements under the Code. The
Employer may designate whether or not the Participant must be an active Employee
on the last day of the applicable period in order to be eligible for a share in
the Discretionary Employer Contribution. The Employer may designate that the
Discretionary Employer Contribution or any portion thereof shall be invested in
Company Stock. The Employer may make Discretionary Employer Contributions in the
form of cash, Company Stock or a combination thereof, or the Employer may make
cash contributions to the Trust to be used by the Trust to obtain Company Stock
to satisfy the Discretionary Employer Contributions. The cash received by the
Trust shall, unless contrary to ERISA, be used to satisfy the Company's put
option liability under Appendix A, attached hereto.

         Employers may make a special Discretionary Employer Contribution, to be
known as a "Special SCA Discretionary Contribution", to Participants who are not
Highly-Paid Employees and who are "Service Employees" as defined in Section
22.1001 of the Federal Acquisition Regulations, provided, however that Special
SCA Discretionary Contributions shall be allocated to each eligible Participant
on the basis of hours paid, not to exceed 40 hours per work week. Special SCA
Discretionary Contributions may be made by the Employer in the form of cash,
Company Stock or a combination thereof, or the Employer may make cash
contributions to the Trust to be used by the Trust to obtain Company Stock to
satisfy the Special SCA Discretionary Employer Contributions. The cash received
by the Trust shall be used to satisfy the Company's put option liability under
Appendix A, attached hereto.

         Employers may also make a separate Discretionary Employer Contribution
in addition to, or in lieu of, the Special SCA Discretionary Contribution, to be
known as a "Special SCA Compliance Contribution" to certain Participants who are
not Highly-Paid Employees and who are "Service Employees," as defined in Section
22.1001 of the Federal Acquisition Regulations. The Special SCA Compliance
Contribution shall be made in an amount necessary to satisfy the area wage
determination, consistent with the requirements of the Service Contract Act, on
a basis other than hours worked per week, as determined by the Plan
Administrator. Special SCA Compliance Contributions may be made by the Employer
in the form of cash, Company Stock or a combination thereof, or the Employer may
make cash contributions to the Trust to be used by the Trust to obtain Company
Stock to satisfy the Special SCA Compliance Contributions. The cash received by
the Trust shall be used to satisfy the Company's put option liability under
Appendix A, attached hereto.

         Notwithstanding any other provision of this Section 3.06, except in the
case of such Contributions as are provided for in a collective bargaining
agreement or are specified in Appendix B, the amount of a Discretionary Employer
Contribution or a decision not to make such Discretionary Employer Contribution
must be authorized in advance specifically by the Company. Certain Discretionary
Employer Contributions made under the Plan are subject to the special conditions
and terms referenced in Appendix B.

3.07     Non-Discrimination Test.
         -----------------------

         For each Plan Year the average Contribution Percentage for Participants
who are Highly-Paid Employees determined based on Salary Deferral Contributions
(ADP) and separately based on the sum of After-Tax Contributions and any
Matching Employer Contributions and Supplemental Matching Employer Contributions
(ACP) shall not exceed the greater of:

(a) 1.25  multiplied by the average  Contribution  Percentage for the preceding
Plan Year of all Eligible  Employees who are not Highly-Paid Employees; or

(b) the lesser of (i) twice the average Contribution Percentage for the
preceding Plan Year of all Participants who are not Highly-Paid Employees; and
(ii) the average Contribution Percentage for the preceding Plan Year of all
Participants who are not Highly-Paid Employees, plus two percent (2%).

         If the limitation described under subsection (b) above is applied with
respect to Salary Deferral Contributions, it shall not be applied with respect
to the sum of After-Tax Contributions, Supplemental Matching Employer
Contributions and Matching Employer Contributions, and vice-versa, except as
otherwise permitted under the following Definitions and Special Rules Section
describing the multiple use test.

         For purposes of this Section, an Excess Contribution shall mean the
excess of a Highly-Paid Employee's Salary Deferral Contribution (or amounts
treated as Salary Deferral Contributions) over the maximum amount of such
Contributions as provided under the above test.

         For purposes of this Section, Excess Aggregate Contributions shall mean
the excess of the aggregate amount of After-Tax Contributions, Matching Employer
Contributions and Supplemental Matching Employer Contributions which were made
on behalf of Highly-Paid Employees for any Plan Year, over the maximum amount of
such Contributions as provided under the above test.

         The Excess Contributions or Excess Aggregate Contributions, whichever
is applicable, shall be allocated by reducing the actual Contribution Percentage
of the Highly-Paid Employee with the highest dollar amount of Salary Deferral
Contributions or combined Matching Employer Contributions, Supplemental Matching
Employer Contributions and After-Tax Contributions, whichever is applicable.
Such Contribution Percentage shall be reduced until the Highly-Paid Employee
with the highest dollar amount of applicable contributions is equal to that of
the Highly-Paid Employee with the next highest dollar amount of applicable
contributions or until the above test is passed. This process shall be repeated
until the test is passed and such leveling method shall determine the amount of
Excess Contributions attributable to each Highly-Paid Employee. The Excess
Aggregate Contribution amount shall be determined after any Salary Deferral
Contributions are re-characterized as After-Tax Contributions.

Definitions and Special Rules:

         The alternative test (i.e., the lesser of 200% or 2% plus the ADP or
ACP, whichever is applicable, of Non-Highly Paid Employees) may only be used to
meet one of the mathematical nondiscrimination tests (ADP or ACP) described in
this Section. The determination of whether there has been a multiple use of the
alternative test shall be made in accordance with Treasury Regulation Section
1.401(m)-2(b). If, for any Plan Year, it is determined that there has been a
multiple use of the alternative test, correction shall occur through the
following procedure:

(i)       Reduce the ADP of the Highly-Paid Employees utilizing the leveling
          method described in regulations under Section 401(k) of the Code by
          returning unmatched Salary Deferral Contributions and income allocable
          thereto until correction is accomplished.

(ii)      If further reductions are needed, reduce the ADP of the Highly-Paid
          Employees determined (after the adjustments described in the preceding
          step) using the leveling method described in regulations under Section
          401(k) of the Code by returning matched Salary Deferral Contributions
          and by reducing the Matching Employer Contribution Accounts of the
          affected Highly-Paid Employees by any Matching Employer Contributions
          attributable to the returned Salary Deferral Contributions.

         The Plan Administrator shall also have discretionary authority to
restructure the Plan and satisfy the above test based on specific common
attributes among Employees.

         For purposes of determining the Contribution Percentage test, After-Tax
Contributions are considered to have been made in the Plan Year in which
contributed to the trust. Salary Deferral Contributions, Matching Employer
Contributions, and Qualified Non-elective Contributions will be considered made
for a Plan Year only if made no later than the end of the twelve-month period
beginning on the day after the close of the Plan Year.

         The Employer shall maintain records sufficient to demonstrate
satisfaction of the above tests and the amount of Qualified Non-elective
Contributions, including qualified matching Contributions, if applicable, used
in the test.

         The determination and treatment of the Contribution Percentage of any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.

         If in such Plan Year the Employer permits Participants to make
After-Tax Contributions, a Participant may treat his Excess Contributions under
Section 3.01 as an amount distributed to the Participant and then contributed by
such Participant to the Plan as an After-Tax Contribution. Such re-characterized
amounts will remain non-forfeitable and subject to the same distribution
requirements as Salary Deferral Contributions. Amounts may not be
re-characterized by a Highly-Paid Employee to the extent that such amount, in
combination with other After-Tax Contributions made by that Employee, would
exceed any stated limit under the Plan on After-Tax Contributions.

         Re-characterization must occur no later than 2 1/2 months after the
last day of the Plan Year in which such Excess Contributions arose and is deemed
to occur no earlier than the date the last Highly-Paid Employee is informed in
writing of the amount re-characterized and the consequences thereof.
Re-characterized amounts will be taxable to the Participant for the
Participant's tax year in which the Participant would have received them in
cash.

         Excess Contributions or Excess Aggregate Contributions shall be
adjusted for any income or loss. The income or loss allocable to such
Contributions is the income or loss allocable to the Participant's Account for
the Plan Year multiplied by a fraction, the numerator of which is such
Participant's Excess Contributions or Excess Aggregate Contributions for the
year and the denominator of which is the Participant's Account attributable to
satisfaction of ADP and ACP test (as applicable) without regard to any income or
loss occurring during such Plan Year.

         Notwithstanding the preceding paragraph, any other reasonable method
for computing the income allocable to Excess Contributions or Excess Aggregate
Contributions may be used, provided that the method is non-discriminatory, is
used consistently for all Participants and for all corrective distributions
under the Plan for the Plan Year, and is used by the Plan for allocating income
to Participants' Accounts.

         Excess Contributions (adjusted for income or loss) shall be returned to
affected Highly-Paid Employees, to the extent not recharacterized. The amount of
Excess Contributions to be distributed or recharacterized for a Plan Year shall
be reduced by Excess Elective Deferrals previously distributed for the taxable
year ending in such Plan Year. In addition, any Matching Employer Contributions
attributable to returned Excess Contributions (adjusted for income or loss in
the manner described in regulations under Section 401(m) of the Code) shall be
withdrawn from the affected Participant's Matching Employer Contribution
Accounts and used to reduce future Employer contributions.

         Excess Aggregate Contributions (adjusted for income or loss) that are
After-Tax Contributions shall be returned to affected Highly-Paid Employees. Any
Matching Employer Contributions attributable to returned After-Tax Contributions
(adjusted for income or loss in the manner described in regulations under
Section 401(m) of the Code) shall be withdrawn from the affected Participants'
Matching Employer Contribution Accounts and used to reduce future Employer
contributions.

         Excess Aggregate Contributions (adjusted for income or loss) that are
Matching Employer Contributions not attributable to returned After-Tax
Contributions, shall be distributed to affected Highly-Paid Employees to the
extent vested. To the extent such Matching Employer Contributions are not vested
they shall be withdrawn from the affected Participants' Matching Employer
Contribution Accounts and used to reduce future Employer contributions.

         The return of Excess Contributions and Excess Aggregate Contributions
shall occur within 12 months following the end of the Plan Year in which the
nondiscrimination tests described in this Section are not satisfied and shall be
accomplished by a reduction in the respective Accounts' investments in the
Plan's investment funds in amounts determined by the Plan Administrator.

         In the event that this Plan satisfies the requirements of Section
401(k), 401(m), 401(a)(4) or 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 such
Sections of the Code only if aggregated with this Plan, then this Section 3.07
shall be applied by determining the Contribution Percentage of Participants as
if all such plans were a single plan. For Plan Years beginning after December
31, 1989, plans may be aggregated in order to satisfy Section 401(k) or 401(m)
of the Code only if they have the same Plan Year.

         The ACP for any Participant who is a Highly-Paid Employee for the Plan
Year and who is eligible to make after-tax employee contributions or receive
employer matching contributions under two or more arrangements described in
Section 401(m) of the Code that are maintained by the Employer and that are not
required to be mandatorily disaggregated shall be determined as if such
contributions were made under a single arrangement. If a Highly-Paid Employee
participates in two or more arrangements described in Section 401(m) that have
different Plan Years, all such arrangements ending with or within the same
calendar year shall be treated as a single arrangement..

         In lieu of applying the nondiscrimination test described in this
Section to a single group composed of all Eligible Employees as of the end of
the Plan Year, the Plan Administrator may elect to separately apply the test to
two groups of Eligible Employees: one group consisting of those Eligible
Employees who have not completed the minimum age and service conditions
described in Section 410(a) of the Code as of the end of the Plan Year, and the
other group consisting of the remaining Eligible Employees.

         In the event that any provisions of this Section 3.07 are no longer
required or applicable for qualification of the Plan under the Code, then any
applicable provisions of this Section 3.07 shall thereupon be void.

3.08     Forfeitures.
         -----------

         Upon termination of employment with all Employers and Affiliated
Organizations for reasons other than retirement, disability, or death, a
Participant shall forfeit his unvested Account, subject to reinstatement as
described below, and provided that if less than 100% of a Participant's ESOP
Account is to be forfeited, Company Stock held in such Participant's ESOP
Account that was acquired with the proceeds of an Exempt Loan (as defined in the
pre-merger DynCorp Employee Stock Purchase Plan) shall be forfeited only after
all other assets held in such Participant's ESOP Account are forfeited.

         As of the end of each calendar quarter, any forfeitures occurring
during such Plan Year resulting from a Participant's termination of employment
shall first be applied to restore the previously forfeited accounts, if
applicable, of former Terminated Vested Participants who have been re-employed.

         If a terminated Participant who was not fully vested in his ESOP,
Matching Employer Contribution, Supplemental Matching Employer Contribution and
Discretionary Employer Contribution Accounts is subsequently re-employed by the
Employer or an Affiliated Organization prior to the occurrence of five
consecutive twelve-month Breaks-in-Service after the date of his termination of
employment, any amount forfeited shall be reinstated to his Account, subject to
the repayment requirements of Section 7.03.

         Any portion of the total forfeiture not applied in accordance with the
preceding paragraphs may be applied toward the Matching Employer Contribution or
Supplemental Matching Employer Contribution and allocated to remaining Active
Participants in the same manner as provided under Sections 3.04 and 3.05,
respectively.

         Any portion of the total forfeiture remaining may be applied toward the
Discretionary Employer Contribution, and allocated to remaining Active
Participants in the same manner as provided under Section 3.06.

         Should a Participant who is not fully vested in his ESOP, Matching
Employer Contribution, Supplemental Matching Employer Contribution and
Discretionary Employer Contribution Accounts under Section 7.01 terminate
employment, the resulting forfeiture of his ESOP, Matching, Supplemental and
Discretionary Employer Contribution Accounts, combined with the distribution of
the vested portions thereof, shall be deemed a full distribution of such
Accounts.

3.09     Maximum Contributions.
         ---------------------

         Notwithstanding the above, the total amount of Salary Deferral
Contributions, Matching Employer Contributions, Supplemental Matching Employer
Contributions and Discretionary Employer Contributions for any Plan Year shall
not exceed an amount equal to fifteen percent (15%) (or such greater percentage
as may be permitted under Section 404(a)(3) of the Code) of the total Reduced
Compensation of all Participants for such Plan Year. The excess, if any, of
fifteen percent (15%) (or such greater percentage as may be permitted under
Section 404(a)(3) of the Code) of the total Compensation of all Participants
earned in any year commencing before January 1, 1987 above the actual aggregate
Employer Contributions for such years may be added to the total contribution
provided the Plan was then in effect.

3.10     Time of Payment and Accrual of Contributions for Highly-Paid Employees.
         ----------------------------------------------------------------------

         Matching Employer Contributions, Supplemental Matching Employer
Contributions and Discretionary Employer Contributions may be made at any time
on or before the date required for deduction of such Contributions on the
Employer's Federal income tax return. In the event the Company is unable to
satisfy the requirements of Sections 401(a)(4) or 410 of the Code and the
Treasury Regulations thereunder for a particular Plan Year, the Plan
Administrator may, in its discretion, reduce the contributions to Highly-Paid
Employees by using a leveling method similar to that described in the
regulations under Section 401(k) of the Code or by using any other method that
is approved by the Plan Administrator, but in all cases done in a manner that is
nondiscriminatory, and which causes the Plan to satisfy all of the applicable
qualification requirements under the Code.

3.11     Annual Additions Limitation.
         ---------------------------

         Notwithstanding the above provisions of this Article, in no event shall
the annual additions to a Participant's Account exceed the maximum amount
permitted under Section 415 of the Code, and all provisions of such Section are
hereby incorporated in the Plan by reference. The term "limitation year", as
defined under the Code, shall mean the Plan Year.

         As soon as administratively feasible after the end of the limitation
year, the maximum permissible amount for the limitation year will be determined
on the basis of the Participant's actual compensation for the limitation year.

         If due to the maximum permitted above there is an excess amount, the
excess will be disposed of as follows:

(1)      Any After-Tax Contributions, to the extent they would reduce the excess
amount, will be returned to the Participant;

(2) If an excess amount still exists, and the Participant is covered by the Plan
at the end of a limitation year, the excess amount shall next be adjusted as
follows:

(i) first by a reduction in the Participant's Salary Deferral Contribution
Account by the amount of unmatched Salary Deferral Contributions for the Plan
Year, initially from those unmatched contributions invested among Non-Company
Stock Investment Funds, on a proportionate basis, and thereafter from those
unmatched contributions invested in the Company Stock Fund, plus the amount of
earnings, if any, attributable to such Salary Deferral Contributions;

(ii) next by a reduction in the Participant's Salary Deferral Contribution
Account by the amount of matched Salary Deferral Contributions for the Plan
Year, initially from those matched contributions invested among Non-Company
Stock Investment Funds, on a proportionate basis, and thereafter from those
matched contributions invested in the Company Stock Fund, plus the amount of
earnings, if any, attributable to such Salary Deferral Contributions and by a
reduction in the Matching Employer Contributions attributable to matched Salary
Deferral Contributions and earnings for the Plan Year attributable to such
Matching Employer Contributions, initially from those Matching Employer
Contributions invested among Non-Company Stock Investment Funds (if any) and
thereafter from Matching Employer Contributions invested in the Company Stock
Fund;

(iii) next by a reduction in the Participant's Supplemental Matching Employer
Contributions Account by the amount of any Supplemental Matching Employer
Contributions for the current Plan Year; and

(iv) next by a reduction in the Participant's Discretionary Employer
Contribution Account by the amount of any Discretionary Employer Contributions
for the current Plan Year.

(3) If an excess amount still exists, and the Participant is not covered by the
Plan at the end of a limitation year, the excess amount will be held unallocated
in a suspense account. The suspense account will be applied to reduce future
Employer Contributions for all remaining Participants in the next limitation
year, and each succeeding limitation year if necessary.

(4) If a suspense account is in existence at any time during a limitation year
pursuant to this Section, such account will not receive an allocation of the
trust's investment gains and losses. If a suspense account is in existence at
any time during a particular limitation year, all amounts in the suspense
account must be allocated and reallocated to Participant's Accounts before any
Employer or any Participant contributions may be made to the Plan for that
limitation year. Excess amounts may not be distributed to Participants or former
Participants, except as provided below.

         In the case where a reasonable error is made so that the limitations of
Section 415 are violated, the aggregate amount of any corrective adjustments to
the Salary Deferral Contribution Account of a Participant covered by the Plan
shall be accomplished by distributing the excess Salary Deferral Contributions
and the earnings, if any, attributable to such excess Salary Deferral
Contributions to the affected Participant. The aggregate amount of corrective
adjustments that are attributable to Matching Employer Contributions,
Supplemental Matching Employer Contributions and Discretionary Employer
Contributions shall be held in suspense and applied to reduce any later
contributions by the Employer on behalf of all Participants.

3.12     Return of Contribution.
         ----------------------

         Except as provided in Section 3.11 and this Section, and
notwithstanding any other provision of this Plan or of the Trust Agreement, the
Employer irrevocably divests itself of any interest or reversion whatsoever in
any sums contributed by it to the Trust Fund, and it shall be impossible for any
portion of the Trust Fund to be used for, or diverted to, any purpose other than
for the exclusive benefit of Participants or their Beneficiaries.

(a) If a contribution by the Employer is conditioned upon initial qualification
of the Plan under Section 401 of the Code, and the Plan does not so qualify, the
contribution shall be returned to the Employer within one year of the date of
denial of such qualification.

(b) If a contribution made by the Employer is based upon a good faith mistake of
fact, the contribution shall be returned to the Employer within one year after
the payment of the contribution.

(c) If a contribution which is intended to be deductible for Federal income tax
purposes is determined to not be deductible and part or all of the deduction is
disallowed, the contribution, to the extent disallowed, shall be returned to the
Employer within one year after the disallowance of the deduction.

(d) Earnings attributable to any mistaken or non-deductible contribution may not
be returned to the Employer, but losses attributable thereto must reduce the
amount to be so returned.

(e) If the withdrawal of the amount attributable to the mistaken or
nondeductible contribution would cause the balance of the individual Account of
any Participant to be reduced to less than the balance which would have been in
the Account had the mistaken or nondeductible amount not been contributed, then
the amount to be returned to the Employer must be limited so as to avoid such
reduction. In the case of a reversion due to initial disqualification of the
Plan, the entire assets of the Plan attributable to Employer contributions may
be returned to the Employer.

(f) A  contribution  may be returned to the Employer or a Participant, whichever
is  applicable,  in order to  satisfy  the requirements of Section 3.07.

3.13     Rollover Contributions.
         ----------------------

         An Eligible Employee who has received or is entitled to receive an
"eligible rollover distribution" within the meaning of Section 402 of the Code
from a qualified retirement plan may, with the approval of the Plan
Administrator, contribute, or authorize the direct rollover of, all or part of
such distribution to the Trust Fund for this plan, regardless of whether he is
presently eligible to contribute to this Plan; provided, however, no such
contribution may be made unless all of the following conditions are satisfied:

(a) If the distribution is contributed by the Eligible Employee, such
contribution occurs on or before the 60th day following the Eligible Employee's
receipt of the distribution from the other plan;.

(b) The amount contributed or included in the direct rollover is not more than
the distribution from the other plan less the amount, if any, considered to be a
return of employee after-tax contributions; and

(c) The contribution or transfer consists of cash via check (unless the Plan
Administrator authorizes another type of contribution or transfer).

         The Plan Administrator may develop procedures, and may require the
information from the Eligible Employee desiring to make a rollover contribution
or direct rollover, as it deems necessary or desirable to determine that the
proposed rollover contribution or direct rollover shall satisfy the requirements
of this Section. Upon approval by the Plan Administrator, the amount contributed
or included in the direct rollover shall be credited to a Rollover Contribution
Account established on the Eligible Employee's behalf. Rollover contributions
shall be invested in the manner described in Section 4.02. Upon a rollover
contribution or direct rollover by an Eligible Employee who is not yet making
contributions to this Plan, his Rollover Contribution Account adjusted for Plan
earnings and losses attributable to that amount shall represent his sole
interest in this Plan until he begins making contributions.

3.14     Military Service.
         ----------------

         Notwithstanding any provision of the Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414(u) of the Code.

ARTICLE IV -- ADMINISTRATION OF FUNDS

4.01     Investment of Funds.
         -------------------

         There shall be established within the Plan's Trust Fund one or more
separate investment funds selected by the Company, one of which shall be a
Company Stock Fund and the remainder which shall be Non-Company Stock Investment
Funds. The Company may add, modify, or eliminate investment funds at its
discretion without amending the Plan.

4.02     Investment Elections.
         --------------------

         A Participant may direct the investment of his future Salary Deferral
Contributions and future Rollover Contributions among any of the Plan's
investment funds according to procedures prescribed by the Plan Administrator.
In the absence of any investment direction by the Participant, a Participant's
Accounts shall be invested in the investment fund the Plan Administrator
directs.

         Except as otherwise required by law, Matching Employer Contributions
attributable to Salary Deferral Contributions made on or after July 1, 1995, and
prior to January 1, 2001, and any investment earnings on such Matching Employer
Contributions, shall remain invested in the Company Stock Fund at all times.
Notwithstanding the foregoing, Matching Employer Contributions made with respect
to Salary Deferral Contributions of Participants employed by Employers that do
not make Matching Employer Contributions in the form of Company Stock on or
after July 1, 1995, and Matching Employer Contributions made pursuant to
paragraph 1 of Appendix B, shall be invested among the Plan's investment funds
in the same proportions as the Salary Deferral Contributions.

4.03     Change of Elections - Investment in Company Stock Fund.
         ------------------------------------------------------

         A Participant may elect to change the investment of his future Salary
Deferral Contributions among the Plan's investment funds in the manner and at
the times prescribed by the Plan Administrator. Any such election shall be
effective as soon as practicable following receipt of the election by the Plan
Administrator or its delegate. Notwithstanding the foregoing or any provision of
Section 4.04 to the contrary, Salary Deferral Contributions which the
Participant elects to initially invest in the Company Stock Fund, and Matching
Employer Contributions, Supplemental Matching Employer Contributions and
Discretionary Employer Contributions made on or after January 1, 2001, in the
form of Company Stock must remain so invested for at least four full calendar
quarters following the end of the payroll period (or in the case of
Discretionary Employer Contributions, the end of the calendar quarter, as
applicable) to which such contributions relate.

4.04     Change of Election - Diversification.
         ------------------------------------

         Subject to the provisions of Section 4.02 and 4.03, a Participant may
elect to change the investment direction of the balance of his Accounts (other
than his ESOP Account, if any, which, except as otherwise required by law, shall
at all times remain invested in Company Stock, except to the extent that the
diversification requirements of Appendix A apply), and amounts invested in the
Company Stock fund, among the Plan's investment funds at such times and in
accordance with such procedures and limitations prescribed by the Plan
Administrator. A Participant's investment direction given pursuant to this
Section shall be given effect as soon as administratively practicable following
receipt of the investment direction by the Plan Administrator or its delegate.

         With respect to a direction to change investment of Accounts from the
Company Stock Fund to Non-Company Stock Investment Funds, a sale of Company
Stock in satisfaction of the direction shall not occur before the trading period
on the Internal Market next following receipt of the investment direction and
shall be subject to the Trustee's ability to sell shares for fair market value
on the Internal Market. If the Trustee is unable to sell a sufficient number of
shares for fair market value on the Internal Market to fully satisfy all
outstanding Participant directions to change investment of account balances from
the Company Stock Fund to Non-Company Stock Investment Funds and other
directions requiring the sale of Company Stock, the Trustee shall prorate the
sale of shares among directing Participants' Accounts based on the total number
of shares in each Account required to be sold to fully satisfy the investment
direction over the total number of shares required to be sold to satisfy all
directions requiring sale of Company Stock. In such event, no further action
will be required by the Trustee in satisfaction of the Participants' elections.

4.05     Allocation of Contributions.
         ---------------------------

         The Plan Administrator shall allocate Contributions to the Account of
each Participant as frequently as is administratively feasible.

4.06     Valuation of Assets.
         -------------------

         As of each Valuation Date, the assets of the Trust shall be valued at
fair market value, and any gains or losses shall be allocated to the same
investment alternatives in which they arose.

         All valuations of Common Stock shall be performed in accordance with
generally accepted valuation methods and practices. Where such Common Stock is
not readily tradable on an established securities market, valuations shall be
made by one or more independent appraisers who meet the requirements, if any, of
the Code and Regulations. The determination of fair market value of shares of
Common Stock shall consider, to the extent permitted by law (and in conformity,
where applicable, with the provisions of this Article IV), any enterprise or
premium amounts payable to a Participant in the event of exercise of a put
option pursuant to Sections 4.2 and 4.3 of Appendix A.

         The Plan Administrator shall establish accounting procedures for the
purpose of making the allocations, valuations and adjustments to Participants'
Accounts in accordance with provisions of the Plan. From time to time, the Plan
Administrator may modify its accounting procedures for the purpose of achieving
equitable and nondiscriminatory allocations among the Accounts of Participants
in accordance with the provisions of the Plan.

4.07     Voting of Shares.
         ----------------

         If a Participant's Account is invested in Common Stock, then, at least
30 days before each annual or special meeting of shareholders of the Company
(or, if such schedule cannot be met, as early as practicable before such
meeting), the Company shall cause the Trustee to send to each Participant whose
Account is invested in Common Stock, a copy of the proxy solicitation material
therefore, together with a form providing confidential instructions to the
Trustee on how to vote the shares of Common Stock held within the Participant's
Account. Upon receipt by the Trustee of such instructions directly from
Participants, or upon receipt of such instructions from the Plan Administrator
that were communicated by the Participant to the Plan Administrator, in
conformance with said proxy solicitation material, the Trustee shall vote the
shares of Common Stock as instructed. Instructions received from individual
Participants by the Trustee shall be held in strictest confidence and shall not
be divulged or released to any person, including officers or Employees of an
Employer. The Trustees shall vote the shares of Common Stock for which no
instructions have been received in the same proportion as the shares for which
instructions have been received unless otherwise prohibited by ERISA.

         A Participant's Beneficiary shall be entitled to exercise all notice,
voting, tender, or exchange rights provided for in Sections 4.07 and 4.08 with
respect to shares of Common Stock allocated to the Account of a deceased
Participant as if such Beneficiary were the Participant.

4.08     Tender or Exchange Offer Procedure.
         ----------------------------------

         In the event an offer is received by the Trustee (including, but not
limited to, a tender offer or exchange offer) to purchase any shares of Common
Stock held by the Trustee in the Trust, the Company shall cause the Trustee to
send to each Participant whose Account is invested in Common Stock such
information as will be distributed to shareholders of the Company in connection
with such offer, and to notify each Participant in writing of the number of
shares of Common Stock which are then credited to such Participant's Account.
The Trustee shall provide to each Participant a form requesting confidential
directions as to the manner in which the Trustee is to respond to the offer with
respect to shares of Common Stock allocated to such Participant's Account. Upon
timely receipt of such directions, the Trustee shall respond as directed with
respect to the tender or exchange of such shares. Instructions received from
individual Participants by the Trustee shall be held in the strictest confidence
and shall not be divulged or released to any person, including officers or
Employees of an Employer. The Trustee shall not tender or exchange shares of
Common Stock allocated to a Participant's Account for which the Trustee has not
received directions from the Participant.

         A Participant who has directed the Trustee to tender or exchange shares
of Common Stock allocated to such Participant's Account may, at any time prior
to the offer withdrawal date, direct the Trustee to withdraw such shares from
the offer prior to the withdrawal deadline, in which case the Trustee shall
carry out such directive.

         In the event that shares of Common Stock held in a Participant's
Account are tendered or exchanged pursuant to this Section 4.08, the proceeds
received upon the acceptance of such tender or exchange shall be credited to
such Participant's Account, and shall be invested in the manner determined by
the Company or as otherwise provided in the Plan.

4.09     ERISA Section 404(c) Plan.
         -------------------------

         Other than for Accounts which are required to be invested in the
Company Stock Fund, the Plan is intended to constitute a plan described in
Section 404(c) of ERISA and shall be administered in accordance with such intent
and in compliance with Department of Labor Regulations Section 2550.440c-1.

4.10     Confidentiality.
         ---------------

         Information relating to the purchase, holding, and sale of Common Stock
in a Participant's Account and the exercise of voting, tender, and similar
rights with respect to such stock by Participants and their beneficiaries shall
be maintained in accordance with such procedures as the Trustee shall establish
designed to safeguard the confidentiality of such information, except to the
extent necessary to comply with Federal laws or state laws not preempted by
ERISA.

4.11     Fiduciary Designation.
         ---------------------

         The Trustee is designated as the Plan fiduciary responsible for
ensuring that the procedures implemented pursuant to Section 4.10 are sufficient
to safeguard the confidentiality of information described in that Section, that
such procedures are being followed, and that an independent fiduciary is
appointed to carry out activities which the Plan Administrator determines
involve a potential for undue influence by any Employer upon Participants and
beneficiaries with regard to the direct or indirect exercise of shareholder
rights with respect to Common Stock. A Participant who gives instructions to the
Trustee pursuant to Sections 4.07 and 4.08 shall be deemed to be acting as a
"named fiduciary", as such term is defined in Section 402(a)(1) of ERISA.

4.12     Effect of Certain Withdrawals, Distributions and Transfers.
         ----------------------------------------------------------

         Notwithstanding any other provision of this Plan, in the event (a) a
Participant is a person subject to the provisions of Section 16(b) of the
Securities Exchange Act of 1934, as amended, (b) who has invested any portion of
his Account in the Company Stock Fund and (c) who has made any withdrawal or
received any distribution from his Account for any reason other than a
distribution on account of death, retirement, disability, termination of
employment, or a QDRO, such former Participant may not make any further
investments in the Company Stock Fund until a period of six months has expired
since his last such withdrawal or distribution. In addition, in the case of a
Participant who is a person subject to the provisions of Section 16(b) of the
Securities Exchange Act of 1934, as amended, such Participant may not make a
change of investments between the Company Stock Fund and any other investment
fund unless (a) such change of investments is made no earlier than six months
after any previous such change, whether into or out of the Company Stock Fund,
and (b) such change of investments is elected within the period beginning on the
third business day and ending on the twelfth business day following the
Company's filing of its Annual Report, Form 10-K, or Quarterly Report, Form
10-Q, with the Securities and Exchange Commission; affected Participants may
ascertain the respective filing dates from the Company's Controller.

ARTICLE V -- RETIREMENT BENEFITS

5.01     ESOP Account Benefit.
         --------------------

         Except as otherwise specifically provided in Section 5.05, a
Participant's ESOP Account shall be payable solely pursuant to the terms of
Article II and III of Appendix A, attached hereto. A Participant's Accounts,
other than ESOP Accounts, if any, shall be payable pursuant to the terms of this
Article V and Section 7.02. Accordingly, unless expressly provided otherwise,
all references in this Article V to capitalized terms (e.g., Vested Account
Balance, Retirement Benefits, Installment Payments, Joint-and-Survivor Annuity,
and Annuity Starting Date) shall refer to a Participant's Account without
reference to amounts allocated to such Participant's ESOP Account, if any.

5.02     Normal Retirement Benefit.
         -------------------------

         A Normal Retirement Benefit shall be payable to any Participant upon
his Normal Retirement, unless such Participant has elected to receive a Deferred
Retirement Benefit. Payment of the Normal Retirement Benefit shall commence no
later than 60 days following the last day of the Plan Year in which his Normal
Retirement Date occurs.

5.03     Deferred Retirement Benefit.
         ---------------------------

         If a Participant so elects in writing to defer his receipt of benefits
until some date or event after his Normal Retirement Date, a Deferred Retirement
Benefit shall be payable to the Participant upon the occurrence of such date or
event.

5.04     Disability Retirement Benefit.
         -----------------------------

         A Disability Retirement Benefit (collectively with Normal Retirement
Benefits and Deferred Retirement Benefits "Retirement Benefits") shall be
payable to any Participant who has suffered a Disability and who retires from
service of the Employer by reason of such Disability. Payment shall commence no
later than sixty (60) days following the last day of the Plan Year in which such
retirement occurs.

5.05     Payment of Benefits.
         -------------------

         If, at the time a Retirement Benefit is payable, the total value of a
Participant's Vested Account Balance is $5,000 or less, the Plan Administrator
shall direct the Trustee to distribute the Participant's Retirement Benefit in a
single lump sum, without any requirement for such Participant's consent. Solely
for purposes of determining whether the Plan Administrator may, pursuant to this
Section 5.05, compel the distribution of a Participant's Vested Account Balance
that is $5,000 or less, the value of a Participant's ESOP Account, if any,
provided under Appendix A shall be taken into account.

         If, at the time a Retirement Benefit is payable, the total value of a
Participant's Vested Account Balance is greater than $5,000, the Participant's
Vested Account Balance shall be paid in a lump sum, unless the Participant
elects in writing to receive Installment Payments, a Life Annuity, or a
Joint-and-Survivor Annuity, in which case payments shall be made accordingly. No
less than 30, and no more than 90 days before payment of the Retirement Benefit
of a Participant is due to commence, the Employer shall explain to affected
Participants the material features of, and explain the relative values of, a
Joint-and-Survivor Annuity and other forms of benefit available under the Plan.
An election may be changed at any time by delivery of a written change to the
Plan Administrator, up to the time the Plan Administrator has ordered payment of
a Retirement Benefit by the Trustee or has paid for the purchase of an annuity
described below.

         Any benefits that become distributable to the Participant pursuant to
this Article shall be paid as soon as reasonably practicable after the
Participant's termination of employment subject, where applicable, to the
Trustee's ability to sell shares of Company Stock in which the Participant's
Accounts are invested for fair market value on the Internal Market. Unless the
Participant otherwise elects, benefits shall be paid no later than 60 days after
the end of the Plan Year in which occurs the latest of:

(i)      the Participant's Normal Retirement Date;

(ii)     the 10th anniversary of the commencement of his Plan participation; or

(iii)    his termination of employment.

         Notwithstanding the foregoing, if the value of a terminating
Participant's Accounts following his termination of employment is more than
$5,000, payments from the Participant's Accounts shall not be made prior to the
Participant's Normal Retirement Date, without the written consent of the
Participant obtained no more than 90 days and no less than 30 days before a
distribution (or, in the case of installments, the initial such distribution),
unless the Participant waives the 30 day minimum period in accordance with the
waiver provisions of Section 5.12.

         Notwithstanding any provision of the Plan to the contrary, the vested
benefits of a Participant shall generally commence or otherwise be paid in
accordance with Treasury Regulations under Section 401(a)(9) of the Code no
later than April 1 of the calendar year following the later of (i) the year the
Participant attains Age 70 1/2, or (ii) the year the Participant retires or
otherwise terminates employment (except as otherwise provided for a Participant
who is a 5% owner as defined in Section 416 of the Code).

         Benefits attributable to the portion of the Participant's Account
accrued prior to July 1, 1995 shall be paid in the form of payment elected by
the Participant, but in no event in an amount less than required by Section
401(a)(9) of the Code and regulations thereunder. If no election is made, such
benefits shall automatically be paid in a single lump sum. Benefits attributable
to the portion of the Participant's Account accrued on and after July 1, 1995
shall be paid in a single lump sum.

         With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2001, the Plan will apply the minimum
distribution requirements of Section 401(a)(9) of the Code in accordance with
the regulations under Section 401(a)(9) 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
specified in guidance published by the Internal Revenue Service.

5.06     Installment Payments.
         --------------------

         A Participant may elect to receive his entire Vested Account Balance in
up to ten approximately equal annual installments ("Installment Payments"), as
elected by the Participant. Until such time as his entire Vested Account Balance
has been distributed by such method, the Account will continue to incur
appreciation and depreciation, earnings, expenses, and similar adjustments, and
the amount of each subsequent installment will reflect a proportional amount of
such adjustments.

5.07     Joint-and-Survivor Annuity.
         --------------------------

         A Participant may elect to receive an annuity, payable monthly,
quarterly, semi-annually, or annually at the Participant's option, of a level
annual amount for his lifetime, with a provision for continuation of no less
than fifty percent (50%), up to one hundred percent (100%), of such amount
payable to the Participant's spouse for the duration of the spouse's lifetime
after the death of the Participant (a "Joint-and-Survivor Annuity"). The Plan
Administrator will purchase the Joint-and-Survivor Annuity from a legal reserve
life insurance company in the name of the Participant with the lump-sum value of
the Participant's Vested Account Balance. Payments of the annuity shall commence
as soon as practicable following the date of such purchase (the "Annuity
Starting Date")

5.08     Life Annuity.
         ------------

         A Participant who is not married at the time payment of his Retirement
Benefit is due to commence, or who has received a Spousal Consent or qualifies
within one of the exceptions from the requirement for a Spousal Consent set
forth in the following paragraph, may elect to receive an annuity, payable
quarterly, semi-annually, or annually at the Participant's election, of a level
annual amount for his lifetime (a "Life Annuity"). The Plan Administrator will
purchase the Life Annuity from a legal reserve life insurance company in the
name of the Participant with the lump-sum value of the Participant's Vested
Account Balance, and payments shall commence on the Annuity Starting Date.

         If a Participant is married at the time payment of his Retirement
Benefit is due to commence, he must receive a Joint-and-Survivor Annuity, in
lieu of a Life Annuity, unless (a) the Participant is legally separated from the
spouse, by order of a court; (b) the Participant has been abandoned by the
spouse, in accordance with local law; (c) the spouse consents in writing to the
election of a Life Annuity, within the 90-day period ending on such commencement
date (a "Spousal Consent"); (d) if the spouse is not legally competent to give
consent, the legal guardian of the spouse, including the Participant if the
Participant is such legal guardian, gives such Spousal Consent on behalf of the
spouse; or (e) it is established to the satisfaction of the Plan Administrator
that Spousal Consent cannot be obtained because the spouse cannot be located. A
Spousal Consent must be witnessed by a notary public or by a person so
designated by the Plan Administrator. A Spousal Consent shall be irrevocable.
Purchase of a Life Annuity on behalf of a Participant in reliance upon
information submitted by or on behalf of the Participant, including a form of
Spousal Consent, shall discharge the responsibility of the Employer, the Plan
Administrator, and the Trustees.

5.09     Additional Allocations on Retirement.
         ------------------------------------

         Except as otherwise provided in Section 5.06, any allocation for a
Participant, made as of a Valuation Date subsequent to the date of his
retirement, shall be paid to such Participant, or his Beneficiary, as soon after
such Valuation Date as is practical.

5.10     Crediting of Investment Earnings.
         --------------------------------

         Investment earnings shall be credited to a Participant's Account
through the Valuation Date coincident with or last preceding the date that
distribution of the Account is made. No earnings shall be credited after such
Valuation Date.

5.11     Company Stock.
         -------------

         A Participant may elect to have the portion, if any, of his Vested
Account Balance accrued prior to July 1, 1995 and attributable to a fund
invested in Company Stock distributed all in cash or all in kind or in a
combination thereof. In the case of an in kind distribution, the value of a
fractional share shall be paid in cash. A Participant may elect to have that
portion, if any, of the Participant's Vested Account Balance accrued on and
after July 1, 1995, and invested in Company Stock, distributed all in cash or
all in kind; provided however, any such distribution in cash shall be subject to
the Trustee's ability to sell the shares of Company Stock for fair market value
on the Internal Market. If the Trustee is unable to sell all the Company Stock
in the Participant's Accounts within the time required to make distribution of
the Participant's Accounts in accordance with Section 401(a)(14) of the Code,
distribution of the remaining Company Stock shall be made in kind.

         On and after January 1, 1996, the portion of a Participant's Vested
Account Balance accrued prior to July 1, 1995 and invested in the Company Stock
Fund may be distributed in cash or in kind or in a combination thereof;
provided, however, a cash distribution of that portion of a Participant's
Accounts invested in Company Stock shall be subject to the Trustee's ability to
sell the shares of Company Stock allocated to the Participant's Accounts on the
Internal Market. If the Trustee is unable to sell all the Company Stock in the
Participant's Accounts within the time required to make distribution of the
Participant's Accounts in accordance with Section 401(a)(14) of the Code,
distribution of the remaining Company Stock shall be made in kind. The
provisions of this paragraph shall become operative only upon a determination by
the Internal Revenue Service that the terms of the Plan, including these
provisions, will continue to qualify under Section 401(a) of the Code.

5.12     Waiver of Notice.
         ----------------

         Any distribution under the Plan may be made (or may commence, as the
case may be) less than 30 days after any notice required under Sections
411(a)(11) and 402(f) of the Code is given, provided that (i) the Plan
Administrator clearly informs the Participant that the Participant has a right
to consider whether to elect a distribution (and, if applicable, a particular
distribution option) for at least 30 days after the notice is given, and (ii)
the Participant, after receiving the notice, affirmatively elects such
distribution.

ARTICLE VI -- DEATH BENEFITS

6.01     ESOP Account Benefit.
         --------------------

         Death benefits payable to a Participant's Beneficiary with respect to
his ESOP Account, if any, shall be payable solely pursuant to the terms of
Article II and III of Appendix A, attached hereto. Participant Accounts other
than ESOP Accounts shall be payable pursuant to the terms of this Article VI and
Section 7.02. References in this Article VI to Vested Account Balance shall
refer to a Participant's Account without reference to such Participant's ESOP
Account, if any.

6.02     Death Benefits.
         --------------

         In the event of the death of a Participant who has not yet received
payment of his Vested Account Balance, the Vested Account Balance shall be paid
to his Beneficiary in a single lump sum. Any payment under this Section shall be
paid as soon as practicable at the Beneficiary's election and no later than five
years after the Participant's death. The distribution shall be equal to the
Participant's Vested Account Balance as of the Valuation Date coincident with or
immediately preceding the date of payment.

6.03     Additional Allocations on Death.
         -------------------------------

         Any allocation for a Participant, made as of a Valuation Date
subsequent to the date of his death, shall be paid to such Participant's
Beneficiary as soon after such Valuation Date as is practical.

6.04     Beneficiary Designation.
         -----------------------

         If a Participant has a qualified spouse, then such spouse shall
automatically be the Beneficiary eligible to receive the Vested Account Balance
of the Participant pursuant to the Participant's death, unless the Participant
names an alternate Beneficiary, and the qualified spouse has given a Spousal
Consent to the Participant's naming of an alternate Beneficiary, which consent
must acknowledge the effect of such designation. For purposes of this paragraph,
a qualified spouse is a spouse to whom the Participant is married at the date of
death and to whom the Participant has been married for at least one year. Each
Participant shall have the right by written notice to the Plan Administrator, in
the form prescribed by the Plan Administrator, to designate, and from time to
time to change the designation of, one or more Beneficiaries and contingent
Beneficiaries to receive any benefit which may become payable under the Plan
pursuant to his death, provided his qualified spouse, if any, consents to the
designation of an alternate Beneficiary as set forth in the preceding sentence.
A qualified spouse may also expressly permit a Participant to subsequently
change an alternative Beneficiary designation without any further Spousal
Consent.

         If it is established to the satisfaction of the Plan Administrator that
there is no qualified spouse or that such spouse cannot be located, an
alternative Beneficiary designation will be deemed a proper election without any
Spousal Consent.

         Any consent by a qualified spouse obtained under this provision (or
establishment that the consent of a qualified spouse may not be obtained) shall
be effective only with respect to such spouse. A consent that permits
designations by the Participant without any requirement of further consent by
the qualified spouse must acknowledge that such spouse has the right to limit
consent to a specific beneficiary, and a specific form of benefit where
applicable, and that the spouse voluntarily elects to relinquish either or both
of such rights. A revocation of a prior beneficiary designation may be made by a
Participant without the consent of the qualified spouse at any time before the
commencement of benefits. The number of revocations shall not be limited.

         In the event that a Participant who does not have a qualified spouse as
described above fails to designate a Beneficiary to receive a benefit under the
Plan that becomes payable pursuant to his death, or in the event that the
Participant is pre-deceased by all automatic or designated primary and
contingent beneficiaries, the death benefit shall be payable to the
Participant's estate.

         Notwithstanding any other provision of the Plan to the contrary, the
beneficiary designation filed under the ESOP by an ESOP participant who
terminated participation in the ESOP on or before December 31, 2000, shall
control until changed by the Participant pursuant to this Section 6.04.

ARTICLE VII -- VESTING AND SEPARATION FROM SERVICE

7.01     Vesting of Accounts.
         -------------------

(a) A Participant shall at all times be fully (100%) vested in his Salary
Deferral Contribution Account, After-Tax Contribution Account, and Rollover
Contribution Account, and in any restoration contributions by the Participant
made pursuant to Section 7.03.

(b) A Participant shall be vested in his Matching Employer Contribution Account,
Supplemental Matching Employer Contribution, and his Discretionary Employer
Contribution Account in accordance with the following table:

         Years of Service                   Vesting Percentage
         ----------------                   ------------------
            Less than 1                             0%
            1 or more                             100%

(c) A Participant shall be vested in his ESOP Account in accordance with the
following table:

        Years of Service                   Vesting Percentage
        ----------------                   ------------------
            Less than 2                             0%
            2 but less than 3                      50%
            3 but less than 4                      75%
            4 or more                             100%


         A Participant's Years of Service credited under the Plan on or after
January 1, 2001, together with service credited to the Participant under the
ESOP through December 31, 2000, shall be aggregated to determine the percentage
of a Participant's ESOP Account or Plan Account that is vested. In no event
shall the operation of the previous sentence allow the duplication of Years of
Service for Participants who participated in both the ESOP and the Plan prior to
January 1, 2001.

         Notwithstanding the foregoing, where the Plan Administrator determines
that government regulations, including the Federal Procurement Regulations and
agency supplemental procurement regulations, or contracts issued by government
agencies require, for Participants who are subject to such regulation or
contract, that so much of the Participant's ESOP Account as is attributable to a
period of service when the Participant is performing a government contract shall
be 100% vested for any such Participant who has completed one Year of Service,
then each such Participant shall be 100% vested, in that portion of his ESOP
Account attributable to contributions for the period during which he is subject
to such regulation or contract, upon completion of one Year of Service. However,
if for any Plan Year the application of the preceding sentence would result in
discrimination in favor of Highly Paid Employees in violation of Code Section
401(a)(4), then for such Plan Year the preceding sentence shall not apply to any
such Highly Paid Employee.

(d) Notwithstanding any provision of this Section to the contrary, an Active
Participant, an Inactive Participant, and any other employee of an Employer
whose Years of Service are taken into account for purposes of vesting under this
Section shall be fully (100%) vested in his entire Account at his Normal
Retirement Date, the date of his retirement due to Disability, or the date of
his death.

(e) Notwithstanding any provision of this Section to the contrary, if an earlier
vesting schedule is required pursuant to a collective bargaining agreement, an
Active Participant affected by such agreement shall be vested in his Account in
accordance with the terms of such agreement; provided, however, if for any Plan
Year the application of the preceding clause would result in discrimination in
favor of highly compensated employees (as defined in Code Section 414(s)) in
violation of Code Section 401(a)(4), then for such Plan Year the preceding
sentence shall not apply to any such highly compensated employee.

(f) Notwithstanding any provision of this Section to the contrary, a Columbus
Participant shall at all times be fully (100%) vested in his entire Account.

(g) Notwithstanding any provision of this Section to the contrary, a Participant
shall at all times be fully (100%) vested in his Special SCA Discretionary
Contribution Account.

7.02     Payment of Benefits to Terminated Participants.
         ----------------------------------------------

         An Active Participant who is vested in any portion of his Account and
terminates employment prior to his Normal Retirement Date shall be deemed a
Terminated Vested Participant. Payment of his Vested Account Balance (other than
his ESOP Account, the payment of which shall be subject to the provisions of
Appendix A) shall be made no later than sixty (60) days after the end of the
Plan Year in which the Participant's Normal Retirement Date occurs. However, a
Terminated Vested Participant may elect, in the manner prescribed by the Plan
Administrator, that his Vested Account Balance be paid as soon as practicable
following his Termination of Employment. If the value of the Terminated Vested
Participant's Vested Account Balance is not more than $5,000 the Plan
Administrator shall automatically direct that the Participant's entire Vested
Account Balance be distributed in a single lump sum as soon as practicable
following the Participant's termination of employment. If the value of the
Terminated Vested Participant's Vested Account Balance is more than $5,000 no
payment shall be made prior to the Participant's Normal Retirement Date without
the written consent of the Participant obtained no more than 90 days prior to
the date payment is made. For purposes of this Section, the transfer of a
Participant's employment to a buyer, concurrent with the sale of a subsidiary or
trade or business of an Employer or Affiliate Organization to such buyer, or any
other change in the Participant's employment status with an Employer or
Affiliated Organization not considered a "separation from service" (within the
meaning of Section 401(k)(2)(B) of the Code), will not be considered a
termination of the Participant's employment, but the termination of a
Participant who thereafter accepts employment with an entity which is not an
Affiliated Organization (even if such entity performs services for a customer
for whom the Employer was performing similar services prior to such termination)
shall be considered such a "separation from service". Solely for purposes of
determining whether the Plan Administrator may, pursuant to this Section 7.02,
compel the distribution of a Terminated Vested Participant's Vested Account
Balance that is $5,000 or less, benefits provided under Appendix A to such
Participant, if any, shall be taken into account.

7.03     Re-employment After Distribution and Restoration of Contributions.
         -----------------------------------------------------------------

         Any former Participant who once again qualifies as an Active
Participant prior to the occurrence of five consecutive twelve-month
Breaks-in-Service and who has received a distribution of any portion of his
Account attributable to his prior participation in this Plan may restore to the
Trustee the full amount of the distribution he previously received which was
derived from Employer Contributions. In order to reinstate his full Matching
(including Supplemental Matching) or Discretionary Employer Contribution
Account, a re-employed Participant must repay the full amount of the
distribution from such Accounts prior to the earlier of (i) the fifth
anniversary of the date such participant is re-employed or (ii) five consecutive
twelve-month Breaks-in-Service after the date of distribution. Any Participant
who fails to make his restoration contribution within such time period shall
waive his right to the portion of his Account which was not vested when he
received his distribution.

ARTICLE VIII-- WITHDRAWALS AND LOANS

8.01     Withdrawals While Employed.
         --------------------------

         Notwithstanding any other provision of this Article VIII, a Participant
may not withdraw any portion of his Matching Employer Contribution Account,
Supplemental Matching Employer Contribution Account, Discretionary Employer
Contribution Account or ESOP Account while such portion remains subject to the
investment requirements for Company Stock provided in Section 4.03.

         In-service withdrawals of amounts not held as security for a loan from
the Plan may be made by Active or Inactive Participants, but not by Terminated
Vested Participants, in accordance with procedures prescribed by the Plan
Administrator, but not more frequently than once per calendar month, in the
following order:

(a) A Participant may withdraw all or any portion of his After-Tax Contribution
Account as follows. Such withdrawal shall come first from After-Tax
Contributions made prior to January 1, 1987. Next, such withdrawal shall be made
proportionately from Participant's After-Tax Contributions made after December
31, 1986 and the investment earnings on After-Tax Contributions.

(b) After a Participant has withdrawn all of his After-Tax Contribution Account,
if any, he may withdraw all or any portion of his Rollover Contribution Account.

(c) After a Participant has withdrawn all of his Rollover Contribution Account,
if any, he may withdraw all or any portion of the amount of his vested Matching
Employer Contribution Account accrued prior to July 1, 1995 and vested
Discretionary Employer Contribution Account accrued prior to July 1, 1995 that
has been in such Account(s) for a period of at least two years.

(d) After a Participant who has attained Age 59 1/2 has withdrawn all of his
available After-Tax Contribution Account, Rollover Contribution Account,
Matching Employer Contribution Account, and Discretionary Employer Contribution
Account, if any, he may withdraw all or any portion of his Salary Deferral
Contribution Account: provided, however, amounts accrued in the Participant's
Salary Deferral Contribution Account may only be withdrawn if invested in
Non-Company Stock Investment Funds.

(e) After a Participant who has not attained Age 59 1/2 has withdrawn all of his
available After-Tax Contribution Account, Rollover Contribution Account,
Matching Employer Contribution Account, and Discretionary Employer Contribution
Account and obtained all non-taxable loans available from this Plan and all
distributions and non-taxable loans available from any other plans maintained by
the Employer, he may withdraw so much of his available Salary Deferral
Contribution Account as is necessary to alleviate a financial hardship, and the
amount reasonably estimated as necessary to pay income taxes or penalties
resulting from the distribution. Such hardship must be an immediate and heavy
financial need of the Participant where such Participant lacks other available
resources. The following conditions would be deemed an immediate and heavy
financial need:

(i)       medical expenses as described under Code Section 213(d) previously
          incurred by the Participant, his spouse, or his dependents or
          necessary for these persons to obtain medical care;

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

(iii)     payment of tuition, related educational fees and room and board
          expenses for the next twelve months of post-secondary education for
          the Employee, his spouse, or his dependents;

(iv)      payment to prevent eviction of the Participant from a primary
          residence or foreclosure of mortgage on his primary  residence; and

(v)       funeral expenses in connection with a death in the Participant's
          immediate family.

         A Participant must submit a written certification on the form
prescribed by the Plan Administrator that the hardship distribution is necessary
to satisfy an immediate and heavy financial need. The written certification must
indicate that the need cannot reasonably be relieved through reimbursement or
compensation by insurance or otherwise, by liquidation of the employee's assets,
by cessation of Salary Deferral Contributions or After Tax Contributions (if
applicable) under the Plan, by other distributions or non-taxable loans from
plans maintained by the Employer or any other employer, or by borrowing from
commercial sources on reasonable commercial terms in an amount sufficient to
satisfy the need. The Employer must not have actual knowledge to the contrary
that the need cannot reasonably be relieved as described above.

         A Participant may not withdraw any investment earnings included in his
Salary Deferral Contribution Account which were accumulated after December 31,
1988, or any Qualified Non-elective Contributions (including investment
earnings), unless he has attained Age 59 1/2.

         A Participant may not withdraw any portion of his Matching Employer
Contribution Account or his Discretionary Employer Contribution Account, except
as set forth in subparagraph (c) above, for any reason prior to his retirement
or other termination of employment.

         In no event will any hardship withdrawal of Salary Deferral
Contributions be granted until any applicable distributions and loans have been
taken from this Plan and from all other qualified retirement plans of the
Employer.

         Hardship withdrawals shall first reduce that portion of the affected
Participant's Salary Deferral Contribution Account, if any, invested in
Non-Company Stock Investment funds; next that portion of the Salary Deferral
Contribution Account invested in the Company Stock Fund but not yet invested in
Company Stock; and finally that portion of the Salary Deferral Contribution
Account invested in Company Stock. Notwithstanding any provision of this Section
to the contrary, withdrawal of amounts invested in shares of Company Stock shall
be subject to the Trustee's ability to sell such shares on the Internal Market.

         For the taxable year following the year in which a hardship withdrawal
is made, the Participant's elective contributions to this and all other
contributory plans maintained by the Company, if any, shall be subject to the
applicable limit under Code Section 402(g) for that year minus the Participant's
elective contributions for the year of the hardship withdrawal.

         Notwithstanding any provision of this Section to the contrary, any
withdrawal from an Account invested in a Non-Company Stock Investment Fund shall
be conditioned upon such withdrawal being permitted without penalty under the
terms of such investment fund.

8.02     Loans.
         -----

(a) Active or Inactive Participants (but not Vested Terminated Participants) may
obtain a loan from their Accounts in amounts of not less than $1,000 under
procedures prescribed by the Plan Administrator. No more than one Plan loan for
the purpose of purchasing a primary residence of the Participant and one plan
loan for other purposes may be outstanding to a Participant at any time. At
least six months must pass between the times two loans for purposes other than
the purchase of a primary residence are initiated.

(b)       No Participant shall, under any circumstances, be entitled to loans in
          excess of the lesser of:

(i)       50% of his Vested Account Balance

(ii)      $50,000 less the highest outstanding loan balance in the preceding
          12-month period over the outstanding loan balance on the day
          immediately preceding issuance of the loan; or

(iii)     the amount of the Participant's Accounts invested in Non-Company Stock
          Investment Funds the terms of which permit withdrawals without
          penalty.

For purposes of this paragraph, all outstanding loans to a Participant under
this Plan or any other qualified retirement plan of the Employer shall be
aggregated.

(c) Any loan to a Participant shall be evidenced by the Participant's promissory
note and secured by the pledge of up to 50% of the balance of the Participant's
Accounts and by the pledge of such further collateral as the Trustee deems
necessary or desirable to assure repayment of the borrowed amount and all
interest payable thereon in accordance with the terms of the loan.

(d) Interest on any loan shall be at a reasonable rate determined by the Plan
Administrator commensurate with interest rates charged by persons in the
business of lending money for loans which would be made under similar
circumstances. The Plan Administrator shall have sole discretion in determining
the interest rate, and its decision shall be final and binding. The Plan
Administrator may also impose a reasonable charge for processing and
administering a loan.

(e) Loans shall be for such term as the Participant elects, except that loans
shall not be for a period of less than one year or in excess of five years
unless they are made for the purpose of purchasing the primary residence of the
Participant. In no event shall a loan be for a period in excess of 10 years or
such longer period of time as established by the Plan Administrator to be used
on a uniform and non-discriminatory basis.

(f) Loans shall be repaid in approximately level installments made no less
frequently than quarterly. The Plan Administrator may require that loans be
repaid by payroll deduction or any other convenient manner. The manner and
frequency of payment shall be determined by the Plan Administrator.

(g) Upon a Participant's termination of employment for any reason, the entire
amount of unpaid loan principal and interest shall immediately become due and
payable. If not previously repaid in full, the unpaid portion of any outstanding
loans (including interest thereon) shall be deducted at the time of a
distribution due to retirement, death, disability, or other termination or
employment, from the amount of the Account otherwise available to pay or
purchase any benefit to which a Participant (or his beneficiary) is entitled
under this Plan.

(h) If a required periodic loan payment is not made by the end of the calendar
quarter following the calendar quarter in which the payment was first due, the
loan shall be in default; provided however, loan repayments may be suspended as
permitted under Section 414(u)(4) of the Code. Upon a default, the entire amount
of unpaid loan principal and interest shall immediately become due and payable.
Furthermore, the Salary Deferral Contributions of the borrowing Participant
shall automatically be suspended until the loan is repaid. Without further
action or notice to the Participant, the Plan Administrator may direct the
Trustee to reduce the Participant's Plan Account by the lesser of the total
amount due and payable or the amount of the Accounts pledged as security for the
loan. The Plan Administrator, at its discretion, may delay the direction, for as
long as it deems appropriate, provided such delay is applied on a consistent
basis that is not discriminatory in favor of Highly-Paid Employees.
Notwithstanding the foregoing, no reduction in a Participant's Salary Deferral
Contribution Account shall occur upon the default of a Participant's loan until
one of the distributable events described in Code Sections 401(k)(2) or
401(k)(10) has occurred. If such action does not fully repay the loan, the Plan
Administrator may take such other action as may be necessary or appropriate to
secure repayment, including foreclosure upon other property, if any, pledged as
security for the loan.

(i) Loan proceeds shall be taken from that portion of a Participant's Plan
Accounts invested in Non-Company Stock Investment Funds in the following order:

(1)      Tax Contribution Account:

(2)      Rollover Contribution Account;

(3)      Matching Employer Contribution Account;

(4)      Supplemental Matching Employer Contribution Account;

(5)      Discretionary Employer Contribution Account; and

(6)      Salary Deferral Contribution Account.

         Repayments of loan principal shall reduce the outstanding balance of
the loan and shall be credited to the Participant's Plan Accounts in reverse
order from which loan proceeds were taken until principal repayments equal the
amount of the proceeds taken from the respective Accounts. Interest payments
shall be credited to the Account from which loan proceeds were taken until
principal repayments to the Account equal the proceeds taken from the Account.

         The Plan Account from which loan proceeds are last taken shall be
reduced proportionately from the applicable Account's investments in the
Non-Company Stock Investment Funds.

         Repayments of loan principal and interest shall be invested among the
Plan's Non-Company Stock Investment Funds in the same proportion as the
Participant's then current investment election for Salary Deferral Contributions
among the Non-Company Investment Funds. If there is no such current election,
repayments of loan principal and interest shall be invested in the investment
fund the Plan Administrator directs.

ARTICLE IX -- ADMINISTRATION

9.01     Plan Administrator.
         ------------------

         The Plan Administrator for purposes of ERISA shall consist of a
committee of one or more persons who shall be appointed by, and shall serve at
the pleasure of, the Board of Directors. The Plan shall be administered by the
Plan Administrator in accordance with its provisions, and the committee is
hereby deemed to be plan administrator within the meaning of ERISA. Any
committee member may resign by delivering his written resignation to the
Company. Vacancies arising by the death, resignation or removal of a committee
member shall be filled by the Board of Directors. If the Board of Directors
fails to act, and in any event, until the Board of Directors so acts, the
remaining members of the committee may appoint an interim committee member to
fill any vacancy occurring on the committee. If no person has been appointed to
the committee, or if no person remains on the committee, the Company shall be
deemed to be the Plan Administrator. All aspects of Plan administration shall be
the responsibility of the Plan Administrator, except those specifically
delegated to the Trustees or other parties in accordance with provisions of the
Plan or Trust Agreement.

9.02     Administrative Procedures.
         -------------------------

         The Plan Administrator shall have discretionary authority based on a
reasonable interpretation of the Plan to determine the eligibility for benefits
and the benefits payable under the Plan, and shall have discretionary authority
to construe all terms of the Plan, including uncertain terms, to determine
questions of fact and law arising under the Plan and make such rules as may be
necessary for the administration of the Plan. Any determination by the Plan
Administrator shall be given all legally entitled deference in the event it is
subject to judicial review. The Plan Administrator may require Participants to
apply in writing for benefits hereunder and to furnish satisfactory evidence of
their date of birth and such other information as may from time to time be
deemed necessary.

9.03     Other Plan Administrator.
         ------------------------

         Except as provided in Section 9.07, the Plan Administrator may
designate an individual or individuals, whether or not employed by an Employer,
to carry out any of the duties of the Plan Administrator. Such duties may
include, but are not limited to, determining the eligibility of any Employee for
any benefits and the amount of such benefits under the Plan, maintaining custody
of all documents and elections made by an Employee, directing the investment of
any payment made by an Employer within any limits which may be imposed by the
Employer, and retaining suitable agents and advisors. Any such individual or
individuals shall be considered an agent of the Employer with respect to the
Plan and shall be indemnified by the Employer against any and all claims,
losses, damages, expenses, and liabilities arising from any action or failure to
act, except when the same is determined to be due to the gross negligence or
willful misconduct of such individual or a member of a committee.

         The Plan Administrator shall establish its own procedures and the time
and place for its meetings, and provide for the keeping of minutes of all
meetings. A majority of the members of the committee serving as Plan
Administrator shall constitute a quorum for the transaction of business at a
meeting of the committee. Any action of the Plan Administrator may be taken upon
the affirmative vote of a majority of the quorum of the committee serving as
Plan Administrator at a meeting or without a meeting, by mail, electronic mail
or telephone, provided that all of the members of the committee are informed by
mail, electronic mail or facsimile of their right to vote on the proposal and of
the outcome of the vote thereon.

9.04     Claims Procedures.
         -----------------

(a) If a Participant or Beneficiary (hereinafter referred to as "Claimant") is
denied any vested benefits under this Plan, either partially or in total, the
Plan Administrator shall advise the Claimant of the method of computation of his
benefit, if any, and the specific reason for the denial. The Plan Administrator
shall also furnish the Claimant at that time with:

(i)      a specific reference to pertinent Plan provisions,

(ii)     a description of any additional material or information  necessary for
         the Claimant to perfect his claim, if possible,  and an explanation of
         why such material or information is needed, and

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

(b) Within 60 days of receipt of the information stated in (a) above, the
Claimant shall, if he desires further review, file a written request for
reconsideration with the Plan Administrator.

(c) So long as the Claimant's request for review is pending (including the 60
day period in (b) above), the Claimant or his duly authorized representative may
review pertinent Plan documents and may submit issues and comments in writing to
the Plan Administrator.

(d) A final and binding decision shall be made by the Plan Administrator within
60 days of the filing by the Claimant of his request for reconsideration,
provided, however, that if the Plan Administrator, in its discretion, determines
that a hearing with the Claimant or his representative present is necessary or
desirable, this period shall be extended an additional 60 days.

(e) The Plan Administrator's decision shall be conveyed to the Claimant in
writing and shall include specific reasons for the decision, written in a manner
calculated to be understood by the Claimant, with specific references to the
pertinent Plan provisions on which the decision is based.

9.05     Expenses.
         --------

         Expenses incidental to loans shall be paid by the borrower. Brokerage
fees attributable to individually directed transactions may be charged to the
Account of the Participant directing such transaction. Other expenses of the
Plan shall be paid from the Trust Fund, unless the Employer elects to pay such
expenses. The Employer may transfer funds to the Trust to provide for the
payment of Plan expenses; any such transfer shall not be treated as a
contribution to the Plan for purposes of Article III of the Plan and Section 415
of the Code.

9.06     Service of Process.
         ------------------

         The General Counsel of the Company or such other person as may from
time to time be designated by the Board of Directors shall be the agent for
service of process under the Plan.

9.07     Purchase of Common Stock; Valuation.
         -----------------------------------

         The Plan Administrator (and not the Company) shall be the named
fiduciary of the Plan with responsibility for directing the Trustee as to
whether it shall purchase or otherwise acquire, or sell or otherwise dispose of,
Common Stock. In the event of such a direction and in the event that there is no
generally recognized market for Common Stock, the Trustee (and not the Company)
shall be the fiduciary with responsibility for determining the fair market value
of the Common Stock to be acquired or sold; provided, that any such
determination shall be in accordance with applicable Treasury Regulations, if
any, and the Trustee shall, in making such determination, retain an independent
appraiser to make such valuation on behalf of the Plan Administrator in
accordance with Section 4.06. In no event may the Plan obligate itself to
acquire securities from a particular security holder at an indefinite time
determined upon the happening of an event such as the death of the holder.

9.08     Direct Rollovers of Accounts to Qualified Plans.
         -----------------------------------------------

         At the election of a Participant, surviving spouse, or alternate payee
who is eligible for a distribution from the Plan on or after January 1, 1993,
that is an "eligible rollover distribution" (within the meaning of Section 402
of the Code), the Plan Administrator shall authorize the direct rollover of the
distributed amount from the trust fund of this Plan (i) in the case of a
Participant, to an "eligible retirement plan" (within the meaning of Section
401(a)(31) of the Code), (ii) in the case of a surviving spouse, to an
"individual retirement account" or "individual retirement annuity" (within the
meaning of Section 408 of the Code), or (iii) in the case of an alternate payee,
to an "individual retirement account" or "individual retirement annuity" (within
the meaning of Section 408 of the Code) or a "qualified trust" (within the
meaning of Section 402(c)(8) of the Code) (including the Plan, if the alternate
payee is an Employee). Direct rollovers shall be made according to the
procedures established by the Plan Administrator conforming to the requirements
of Section 401(a)(31) of the Code and regulations thereunder.

9.09     Administration and Maintenance of ESOP Accounts.
         -----------------------------------------------

         The Plan Administrator shall maintain appropriate records of the ESOP
Accounts of those individuals who were Participants in the ESOP, including those
Participants who were active, inactive, receiving distributions, or terminated
vested (or their beneficiaries, as the case may be), as of December 31, 2000,
which shall record all information pertinent and necessary to accurately
determine such Participants' retirement benefits under the ESOP, including, but
not limited to, Participants' (i) entry dates; (ii) termination dates (i.e.,
separation from service); (iii) break-in-service information; (iv) retirement
date; (v) beneficiary designation information; (vi) vested account information;
(vii) allocable share of forfeitures; (viii) allocable net income (or loss) of
the Trust; (ix) allocable cash dividends on Common Stock; (x) distribution
dates; and (xi) written elections concerning the diversification and put option
requirements (see Section 2.8 and 4.3 of Appendix A).

ARTICLE X -- AMENDMENT, TERMINATION, AND MERGERS

10.01    Amendment.
         ---------

         The provisions of this Plan may be amended at any time and from time to
time by action of the Board of Directors; provided, however, that:

(a) to the extent required under Section 54.4975-11 of the Treasury Regulations
and Code Section 411(d)(6)(C), the rights and protections provided in Appendix A
attached hereto shall be nonterminable;

(b)      no amendment shall increase the duties or liabilities of the Plan
Administrator  or of the Trustee  without the consent of such party;

(c) no amendment shall deprive any Participant or beneficiary of a deceased
Participant of any of the benefits to which he is entitled under this Plan with
respect to contributions previously made, nor shall any amendment decrease the
balance in any Participant's Account. For purposes of this paragraph, a plan
amendment which has the effect of decreasing the balance of a Participant's
Account or eliminating an optional form of benefit with respect to benefits
attributable to service before the amendment shall be treated as reducing an
accrued benefit;

(d) no amendment shall provide for the use of funds or assets held to provide
benefits under this Plan other than for the benefit of Employees and their
beneficiaries or provide that funds may revert to the Employer except as
permitted by law; and

(e) no amendment may change the vesting schedule with respect to any
Participant, unless each Participant with three or more Years of Service is
permitted to elect to have the vesting schedule which was in effect before the
amendment used to determine his vested benefit. The period during which the
election may be made shall commence with the date the amendment is adopted or
deemed to be made and shall end on the latest of:

(i)      60 days after the amendment is adopted;

(ii)     60 days after the amendment becomes effective; or

(iii)    60 days after the Participant is issued written notice of the amendment
         by the Board of Directors.

         In the case of an Employee who is a Participant as of the later of the
date such amendment is adopted or the date it becomes effective, the
non-forfeitable percentage (determined as of such date) of such Employee's right
to his Employer-derived accrued benefit will not be less than his percentage
computed under the Plan without regard to such amendment.

         Each amendment shall be approved by the Board of Directors by
resolution and shall be filed with the Trustee.

10.02    Plan Termination.
         ----------------

(a) Right Reserved. While it is the Company's intention to continue the Plan
indefinitely, the right is, nevertheless, reserved to terminate the Plan
(including the provisions of Appendix A to the Plan) in whole or in part by
action of the Board of Directors. Termination or partial termination of the Plan
shall result in full and immediate vesting of each affected Participant in his
entire Account, and there shall not thereafter be any forfeitures with respect
to any Participant for any reason. Notwithstanding any other provision of this
Plan, complete or partial termination of the Plan shall not be conditioned
solely upon any resolution or other action of the Company, the Board of
Directors or any other party.

(b) Disposition of Accounts. Upon termination of the Plan, the Accounts of each
affected Participant shall be distributed as soon as administratively feasible
in the manner provided in Article VI and VII, and Appendix A, through payments
from the trust or purchase of an annuity contract unless the Company, in its
discretion, and if permitted by the Code and the regulations thereunder, directs
that the Accounts of the affected Participants continue to be held in the Trust
Fund to be distributed upon each Participant's retirement, death, disability,
termination of employment or otherwise in accordance with the terms of the Plan.
The distribution of Accounts shall be made in accordance with the Participant
and spousal consent provisions of Section 411(a)(11) and 401(a)(11) of the Code
to the extent the consent provisions are applicable to Accounts having a value
at the time of such distribution or any prior distribution of more than $5,000.

         Notwithstanding the foregoing, if the Company or any entity within the
same controlled group as the employer does not maintain another defined
contribution plan (other than an employer stock ownership plan as defined in
Section 4975(e)(7) of the Code), the Participant's Accounts may, without the
Participant's consent, be distributed to the Participant. However, if any entity
within the same controlled group as the Employer maintains another defined
contribution plan (other than an employer stock ownership plan as defined in
Section 4975(e)(7) of the Code), then the Participant's Account will be
transferred, without the Participant's consent, to the other plan if the
Participant does not consent to an immediate distribution.

         Upon termination of this Plan, if the Company or any entity within the
same controlled group as the employer does not maintain another defined
contribution plan (other than an employer stock ownership plan as defined in
Section 4975(e)(7) of the Code), the Participant's Account may, without the
Participant's consent, be distributed to the Participant. However, if any entity
within the same controlled group as the Employer maintains another defined
contribution plan (other than an employer stock ownership plan as defined in
Section 4975(e)(7) of the Code), then the Participant's Account will be
transferred, without the Participant's consent, to the other plan if the
Participant does not consent to an immediate distribution.

10.03    Permanent Discontinuance of Employer Contributions.
         --------------------------------------------------

         While it is the Company's intention to make substantial and recurrent
contributions to the Trust Fund pursuant to the provisions of this Plan, the
right is, nevertheless, reserved to at any time permanently discontinue Employer
contributions. Such permanent discontinuance shall be established by resolution
of the Board of Directors and shall have the effect of a termination of the
Plan, except that the Trustee shall not have authority to dissolve the Trust
Fund except upon adoption of a further resolution by the Board of Directors to
the effect that the Plan is terminated and upon receipt from the Company of
instructions to dissolve the Trust Fund pursuant to Section 10.02(c).

10.04    Suspension of Employer Contributions.
         ------------------------------------

         The Employer shall have the right at any time, and from time to time,
to suspend Employer contributions to the Trust Fund pursuant to this Plan. Such
suspension shall have no effect on the operation of the Plan unless the Board of
Directors determines by resolution that such suspension shall be permanent. A
permanent discontinuance of contributions will be deemed to have occurred as of
the date of such resolution or such earlier date as is therein specified.

10.05    Mergers and Consolidations of Plans.
         -----------------------------------

         In the event of any merger or consolidation with, or transfer of assets
or liabilities to or from, this Plan or any other qualified plan, each
Participant shall have a benefit in the surviving or transferee plan (determined
as if such plan were then terminated immediately after such merger, etc.) that
is equal to or greater than the benefit he would have been entitled to receive
immediately before such merger, etc., in the plan in which he was then a
Participant (had such plan been terminated at that time). For the purposes
hereof, former Participants and beneficiaries shall be considered Participants.
Subject to the foregoing and the applicable requirements of Section 411(d)(6) of
the Code, the Plan Administrator may, in its sole discretion, direct the Trustee
to (i) transfer all or a specified portion of the Trust Fund to any other trust
forming part of another qualified plan or (ii) accept a transfer to the Trust
Fund of all or a specified portion of the assets of a trust forming part of
another qualified plan. Any transfer of assets to another trust shall be in
complete satisfaction of all liabilities relating to the amounts so transferred.

10.06    Former Participants in Merged Plans.
         -----------------------------------

         Notwithstanding any other provision of this Plan, in the case of a
Participant who was a participant in a Merged Plan, such Participant shall be
entitled to all benefits attributable to contributions made to such Merged Plan,
including all forms of benefits to which he was entitled under the Merged Plan
and all credit for Service toward vesting of Accounts, and the Plan
Administrator is authorized to make such interpretations and such exceptions, on
a non-discriminatory basis, as will prevent such merger from decreasing the
benefits due to any such Participant which are attributable to the time of his
participation in the Merged Plan.

ARTICLE XI -- WITHDRAWAL OF EMPLOYER

11.01    Withdrawal of Employer.
         ----------------------

         Any Employer (other than DynCorp) may, with the consent of the Board of
Directors, withdraw from participation in the Plan by giving the Plan
Administrator and the Trustee prior written notice in a resolution by its board
of directors specifying a withdrawal date which shall be the last day of a month
at least 30 days (or such other time as the Plan Administrator may permit)
subsequent to the date such notice is received by the Plan Administrator or the
Trustee, whichever receives such notice the latest. The Plan Administrator (a)
may require any Employer to withdraw from the Plan, as of any withdrawal date
specified by the Plan Administrator, for the failure of the Employer to make
proper Contributions or to comply with any other provision of the Plan, and (b)
shall require an Employer's withdrawal, unless the Plan Administrator determines
otherwise, (i) upon complete and final discontinuance of the contributions, or
(ii) at such time (if any) as the Employer ceases to be an Affiliated
Organization. In the event of any such withdrawal, the Plan Administrator may
request such determination as counsel to the Plan may recommend and as the Plan
Administrator may deem desirable.

11.02    Distribution after Withdrawal.
         -----------------------------

         Upon withdrawal from the Plan by any Employer, no further contributions
shall be made under the Plan by or on behalf of such Employer, and, unless
otherwise directed by the Plan Administrator, no amount shall thereafter be
payable under the Plan to or in respect of any Participants then employed by
such Employer except as provided under the regular distribution provisions of
the Plan and Appendix A. To the maximum extent permitted by ERISA, any rights of
Participants no longer employed by such Employer and of former Participants and
their Beneficiaries under the Plan shall be unaffected by such withdrawal, and
any transfers, distributions or other dispositions of the assets of the Plan
(including Appendix A) as provided in this Article XI shall constitute a
complete discharge of all liabilities under the Plan with respect to such
Employer's participation in the Plan and any Participant then employed by such
Employer.

         All determinations, approvals and notifications referred to above shall
be in form and substance and from a source satisfactory to counsel for the Plan.
To the maximum extent permitted by ERISA, the withdrawal from the Plan by any
Employer shall not in any way affect any other Employer's participation in the
Plan.

ARTICLE XII -- MISCELLANEOUS PROVISIONS

12.01    Non-Alienation of Benefits.
         --------------------------

         None of the payments, benefits, or rights of any participant or
beneficiary shall be subject to any claim of any creditor, and in particular, to
the fullest extent permitted by law, all such payments, benefits, and rights
shall be free from attachment, garnishment, trustee's process, or any other
legal or equitable process available to any creditor of such Participant or
beneficiary. Notwithstanding the foregoing, the Plan Administrator shall assign
or recognize an alternate payee with respect to all or a portion of a
Participant's benefit, as may be required in accordance with a QDRO, or any
offset of a Participant's Account pursuant to a judgment, order, decree or
settlement agreement permitted by Section 401(a)(13) of the Code. The Plan
Administrator shall develop such guidelines and procedures as it deems
appropriate to determine, in accordance with Section 414 of the Code, and
regulations issued pursuant thereto, whether, and in what manner, to comply with
any document it receives which is intended to be a QDRO. Distribution to an
alternate payee pursuant to the terms of a QDRO may be made regardless of the
participant's age or the earliest date the participant could begin receiving
benefits under the Plan if the Participant separated from service. No
Participant or beneficiary shall have the right to alienate, anticipate,
commute, pledge, encumber, or assign any of the benefits or payments which he
may expect to receive, contingently or otherwise, under this Plan, except the
right to designate a beneficiary or beneficiaries as hereinbefore provided.

12.02    No Contract of Employment.
         -------------------------

         Neither the establishment of the Plan, nor any modification thereof,
nor the creation of any fund, trust, or account, nor the payment of any benefits
shall be construed as giving any Participant or Employee, or any person
whomsoever, the right to be retained in the service of the Employer, and all
Participants and other Employees shall remain subject to discharge to the same
extent as if the Plan had never been adopted.

12.03    Severability of Provisions.
         --------------------------

         If any provision of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Plan shall be construed and enforced as if such provisions had
not been included.

12.04    Heirs, Assigns, and Personal Representatives.
         --------------------------------------------

         This Plan shall be binding upon the heirs, executors, administrators,
successors, and assigns of the parties, including each Participant and
beneficiary, present and future.

12.05    Headings and Captions.
         ---------------------

         The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.

12.06    Gender and Number.
         -----------------

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

12.07    Funding Policy.
         --------------

         The Plan Administrator, in consultation with the Company, shall
establish and communicate to the Trustees a funding and investment policy
consistent with the objectives of this Plan and of the corresponding Trust. Such
policy shall reflect due regard for the emerging liquidity needs of the Trust.
Such funding policy shall also state the general investment objectives of the
Trust and the philosophy upon which maintenance of the Plan is based.

12.08    Title to Assets.
         ---------------

         No Participant or Beneficiary shall have any right to, or interest in,
any assets of the Trust Fund upon termination of his employment or otherwise,
except as provided from time to time under this Plan, and then only to the
extent of the benefits payable under the Plan to such Participant out of the
assets of the Trust Fund. All payments of benefits as provided for in this Plan
shall be made from the assets of the Trust Fund, and neither the Employer nor
any other person shall be liable therefore in any manner.

12.09    Payment to Minors, etc.
         ----------------------

         Any benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefore shall be deemed paid
when paid to such person's guardian or to the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully
discharge the Trustees, the Plan Administrator, the Employer and all other
parties with respect thereto.

12.10    Situs.
         -----

         This Plan shall, to the extent not pre-empted by ERISA or other Federal
law, be construed according to the laws of the Commonwealth of Virginia, where
such state statutes may be applicable to an employee benefit plan.

12.11    Missing Payee.
         -------------

         If the Plan Administrator cannot ascertain the whereabouts of any
person to whom a payment is due under the Plan, and after five years from the
date such payment is due, a notice of such payment due is mailed to the last
known address of such person, as shown on the records of the Plan Administrator
or the Company, and within three months after such mailing such person has not
made written claim therefore, the Plan Administrator, if it so elects, after
receiving advice from counsel to the Plan, may direct that such payment and all
remaining payments otherwise due to such person be canceled on the records of
the Plan and the amount thereof applied to reduce the contributions (if any) of
the Employer that had employed the Participant, and upon such cancellation, the
Plan and Trust shall have no further liability therefore, except that, subject
to applicable law, in the event such person later notifies the Plan
Administrator of his whereabouts and requests the payment or payments due to him
under the Plan, the amounts so applied shall be paid to him as provided herein
or in Appendix A.

12.12    Subject to Trust Agreement.
         --------------------------

         Any and all rights or benefits accruing to any persons under the Plan
(including Appendix A) shall be subject to the terms of the Trust Agreement
which the Company shall enter into with the Trustee, providing for the
administration of the Trust Fund.

ARTICLE XIII -- TOP-HEAVY PROVISIONS

13.01    Top-Heavy Plan.
         --------------

         For any Plan Year commencing in 1984 or thereafter, the Plan shall be a
Top-Heavy Plan, as such term is defined under Section 416 of the Internal
Revenue Code, if the Value of Accumulated Benefits for Key Employees under all
Aggregated Plans exceeds 60% of the Value of Accumulated Benefits for all Group
Participants under all Aggregated Plans, determined as of the Determination Date
immediately preceding such Plan Year. If the Plan is a Top-Heavy Plan for a Plan
Year and, as of the Determination Date immediately preceding such Plan Year, the
Value of Accumulated Benefits for Key Employees under all Aggregated Plans
exceeds 90% of the Value of Accumulated Benefits for all Group Participants
under all Aggregated Plans, then the Plan shall be a Super Top-Heavy Plan for
such Plan Year. For such purposes, the terms "Key Employees" and "Group
Participants" shall include all persons who are or were Key Employees or Group
Participants during the Plan Year ending on such Determination Date or during
any of the four (4) immediately preceding Plan Years.

         The value of Accounts and the present value of accrued benefits will be
determined as of the most recent Valuation Date that falls within or ends with
the 12-month period ending on the Determination Date, except as provided in
Section 416 of the Code for the first and second plan years of a defined benefit
plan. The Accounts and accrued benefits of a Participant (1) who is not a Key
Employee but who was a Key Employee in a prior year, or (2) who has not been
credited with at least one Hour of Service with any Employer maintaining the
Plan at any time during the 5-year period ending on the Determination Date will
be disregarded. The calculation of the top-heavy ratio, and the extent to which
distributions, rollovers, and transfers are taken into account will be made in
accordance with Section 416 of the Code. Deductible employee contributions will
not be taken into account for purposes of computing the top-heavy ratio. When
aggregating plans the value of Accounts and accrued benefits will be calculated
with reference to the determination dates that fall within the same calendar
year.

         The accrued benefit of a participant other than a Key Employee shall be
determined under (a) the method, if any, that uniformly applies for accrual
purposes under all defined benefit plans maintained by the Employer, or (b) if
there is no such method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(c)
of the Code.

         For purposes of this Article, the following definitions shall apply in
addition to those set forth in Article I:

         "Affiliated Employer Group" shall mean the Employer and each other
employer which must be aggregated with the Employer for purposes of Sections
414(b), 414(c) or 414(m) of the Code.

         "Aggregated Plans" shall mean (i) all plans of the Employer or an
Affiliated Employer Group which are required to be aggregated with the Plan, and
(ii) all plans of the Employer or an Affiliated Employer Group which are
permitted to be aggregated with the Plan and which the Plan Administrator elects
to aggregate with the Plan, for purposes of determining whether the Plan is a
Top-Heavy Plan. A plan shall be required to be aggregated with the Plan if such
plan includes as a participant a Key Employee (and the beneficiary of such
employee) or if such plan enables any plan of the Employer or of a member of the
Affiliated Employer Group in which a Key Employee participates to qualify under
Section 401(a)(4) or Section 410 of the Code. A plan of the Employer or the
Affiliated Employer Group shall be permitted to be aggregated with the Plan if
such plan satisfies the requirements of Sections 401(a)(4) and 410 of the Code,
when considered together with the Plan and all plans which are required to be
aggregated with the Plan. No plan shall be aggregated with the Plan unless it is
a qualified plan under Section 401 of the Code. The required aggregation group
shall include plans terminated within the five year period ending on the
Determination Date.

         "Annual compensation" shall mean compensation as defined in Section
415(c)(3) of the Code but including amounts contributed by the Employer pursuant
to a salary reduction agreement which are excludable from the Employee's gross
income under Section 125, Section 402(a)(8), Section 402(h) or Section 403(b) of
the Code.

         "Determination Date" shall mean the date as of which it is determined
whether a plan is a Top-Heavy Plan or Super Top-Heavy Plan for the Plan Year
immediately following such Determination Date. The Determination Date for the
Plan shall be:

(a) in the case of a defined benefit plan, the date as of which the actuarial
valuation of the Plan, as used for determination of minimum funding standards
under Section 412 of the Code, is performed; and

(b) in the case of a defined contribution plan, the last day of the Plan Year.

         "Group Participant" shall mean anyone who is or was a participant in
any plan included in the Aggregated Plans during the Plan Year which includes
the Determination Date or any of the four (4) immediately preceding Plan Years,
and who received compensation from an Employer during the five (5) year period
ending on the Determination Date. Any beneficiary of a Group Participant who has
received, or is expected to receive, a benefit from a plan included in the
Aggregated Plans shall be considered a Group Participant solely for purposes of
determining whether the Plan is a Top-Heavy Plan or Super Top-Heavy Plan.

         "Key Employee" shall mean any employee or former employee of the
Employer or of an Affiliated Employer Group who during the Plan Year which
includes the Determination Date, or during any of the four (4) Plan Years
immediately preceding such Plan Year, was:

          (a)  an officer of the Employer whose compensation is at least $45,000
               (or such higher amount as is permitted in accordance with the
               Code); or

          (b)  a five percent (5%) owner of the Employer; or

          (c)  a one percent (1%) owner of the Employer whose total annual
               compensation from the Affiliated Employer Group exceeds $150,000;
               or

          (d)  an employee whose compensation equals or exceeds $30,000 (or such
               higher amount as may be defined under Section 415(c)(1)(A) of the
               Code), and whose ownership interest in the Affiliated Employer
               Group is among the ten largest.

         In no event shall a partner of an employer be considered an officer
under paragraph (a) above. Further, the number of officers counted under (a)
above as of any Determination Date shall not exceed the lesser of:

(i)      the greater of (A) ten percent (10%) of the total number of employees
of the Affiliated Employer Group, and (B) three; and

(ii)     50.

         If the application of the preceding paragraph results in a reduction in
the number of officers to be included as Key Employees, then individuals who are
officers shall be eliminated from the group of Key Employees beginning with the
individual who had the lowest one-year compensation in the five (5) year period
including the Plan Year which includes the Determination Date, and the four (4)
immediately preceding Plan Years, and eliminating each individual with the next
higher one-year compensation in such period, until the maximum number of
officers remain in the Key Employee group.

         In addition, the beneficiary of a Key Employee shall be deemed to be a
Key Employee.

         "Non-Key Employee" shall mean an Employee who is not a Key Employee. An
Employee who was a Key Employee in a previous Plan Year but who is no longer a
Key Employee in the current Plan Year, shall not be considered a Non-Key
Employee for the current Plan Year.

         "Value of Accumulated Benefits" shall mean:

                  (a)      In the case of a Group Participant or beneficiary
                  covered under a defined benefit plan, the sum of

                           (i) the present value of the accrued pension benefit
                  (as such term is defined under the applicable plan) of the
                  Group Participant or beneficiary determined as of the
                  Determination Date using reasonable actuarial assumptions as
                  to interest and mortality, and taking into account any
                  non-proportional subsidies in accordance with regulations
                  issued by the Secretary of the Treasury; plus

                           (ii) the sum of any amounts distributed to the Group
                  Participant and his beneficiary during the plan year ending on
                  the Determination Date and during the four (4) immediately
                  preceding plan years

                  (b)      In the case of a Group Participant or beneficiary
                           covered under a defined contribution plan, the sum of
                           the accounts of the Group Participant or beneficiary
                           under the plan as of the plan's Determination Date
                           derived from:

                           (i)   employee contributions credited to such
                                 accounts and investment earnings thereon; and

                           (ii)  employer contributions credited to such
                                 accounts and investment earnings thereon; and

                           (iii) rollover contributions made prior to January 1,
                                 1984, and investment earnings thereon; and

                           (iv)  any contributions which would have been
                                 credited to such accounts on or before the
                                 Determination Date, but which were waived as
                                 provided under the Code and resulted in a
                                 funding deficiency; and

                           (v)   any amount distributed from the accounts
                                 described in (i) through (iv) above during
                                 the Plan Year ending on the Determination
                                 Date, and the four (4) immediately preceding
                                 Plan Years.

         If the Plan is determined to be a Top-Heavy Plan or Super Top-Heavy
Plan as of any Determination Date, then it shall be subject to the rules set
forth in the remainder of this Article for the Plan Year next following such
Determination Date. If, as of a subsequent Determination Date, the Plan is
determined to no longer be a Top-Heavy Plan or Super Top-Heavy Plan, then the
rules set forth in the remainder of this Article shall no longer apply, except
where expressly indicated otherwise. Notwithstanding the foregoing, if the Plan
changes from being a Super Top-Heavy Plan to a Top-Heavy Plan, the rules
applicable to a Top-Heavy Plan shall apply.

         "Year of Super Top-Heavy Service" shall mean a Year of Service of a
Participant which commenced in a Plan Year during which the Plan was a Super
Top-Heavy Plan.

         "Year of Top-Heavy Service" shall mean a Year of Service of a
Participant which commenced in a Plan Year during which the Plan was a Top-Heavy
Plan.

13.02    Minimum Contributions or Benefits.
         ---------------------------------

         For any Plan Year in which the Plan is a Top-Heavy Plan the minimum
rate of contributions and forfeitures allocated to the account of any
Participant shall be the lesser of:

(a) The highest rate of employer contributions and forfeitures (determined as a
percentage of compensation as defined under Section 415 of the Code) allocated
to the account of any Key Employee; and

(b)      3% of such compensation.

         Notwithstanding the above paragraph, if a Participant is also a
participant in another defined contribution plan of the Affiliated Employer
Group, all or a portion of the minimum allocation described above may be
provided under such other plan and the minimum allocation provided under this
Plan shall be eliminated or reduced accordingly. If the Employee is a
Participant in one or more defined benefit plans of the Affiliated Employer
Group, all or a portion of the minimum required benefits or allocations under
Section 416 of the Code may be provided under such plans as set forth in
regulations issued by the Secretary of the Treasury, and the minimum allocation
provided in the preceding paragraph shall be eliminated or reduced accordingly.
Employer contributions resulting from a salary reduction election by an Employee
shall not be counted toward meeting the minimum required allocations under this
Section. Matching Employer Contributions may be used to satisfy the minimum
required allocations under this Section, if such contributions are not counted
under the ACP test described in Section 3.06.

         Participants who are Non-Key Employees and who are not separated from
service as of the last day of the Plan Year, and who have (1) failed to complete
1000 Hours of Service (or the equivalent), (2) declined to make mandatory
contributions to the Plan, or (3) been excluded from the Plan because such
individual's compensation is less than a stated amount, are considered
Participants solely for purposes of this Section.

         The minimum allocation required (to the extent required to be
non-forfeitable under Section 416(b)) may not be forfeited under Section
411(a)(3)(B) or 411(a)(3)(D).

13.03    Discontinuance of Article.
         -------------------------

         In the event that the provisions of this Article are no longer required
to qualify the Plan under the Code, then this Article XII shall thereupon be
void without the necessity of further amendment of the Plan.


<PAGE>

                                   APPENDIX A

                               Table of Contents


ARTICLE I--  GENERAL......................................................1

         1.01 Purpose.....................................................1
         1.02 Applicability...............................................1
         1.03 Defined Terms...............................................1

ARTICLE II--  PAYMENT OF ESOP ACCOUNT RETIREMENT BENEFITS.................1

         2.01 Normal Retirement Date......................................1
         2.02 Deferred Retirement Date....................................1
         2.03 Disability Retirement Date..................................1
         2.04 Early Retirement Date.......................................2
         2.05 Method of Distribution......................................2
         2.06 Distribution of Vested Account Balance......................2
         2.07 Commencement of Benefits....................................3
         2.08 Diversification.............................................5
         2.09 Annuity Distributions.......................................6
         2.10 Accelerated Distributions...................................7

ARTICLE III--  DEATH BENEFITS.............................................8

         3.01 Death During a Period of Service............................8
         3.02 Death After Termination of Employment.......................8
         3.03 Other Amounts...............................................8

ARTICLE IV--  RIGHTS AND OPTIONS CONCERNING DISTRIBUTED SHARES OF
              COMMON STOCK................................................9

         4.01 Right of First Refusal......................................9
         4.02 Put Option..................................................9
         4.03 Exercise of Put Option.....................................10
         4.04 Other Rights...............................................11
         4.05 Actions To Carry Out the Rights and Options................11
         4.06 Stock Transfer Taxes.......................................11

ARTICLE V--  LIMITATIONS WITH RESPECT TO CERTAIN PARTICIPANTS............11

         5.01 Section 1042 Transactions..................................11




<PAGE>

                                     APPENDIX A

ARTICLE I -- GENERAL

1.01     Purpose

         The purpose of this Appendix A is to provide Participants in the Plan
with certain nonterminable protections and rights with respect to their ESOP
Accounts.

1.02     Applicability

         This Appendix A has no application to an Employee hired by the Employer
after December 31, 2000 (other than the restoration of forfeited accounts, as
applicable); and no such Employee shall have any rights under this Appendix A,
which applies only to current and former Employees.

1.03     Defined Terms

         All capitalized terms used in this Appendix A shall have the meanings
set forth in Article I of the Plan unless the context clearly indicates
otherwise or such terms are not defined in Article I.

ARTICLE II -- PAYMENT OF ESOP ACCOUNT RETIREMENT BENEFITS

2.01     Normal Retirement Date

         Subject to Section 2.02, any Participant who is an Employee of the
Employer when he attains his Normal Retirement Date shall have a nonforfeitable
right to his ESOP Account, and may retire on his Normal Retirement Date, which
shall be the Participant's attainment of age 65. For purposes of this Article II
of Appendix A, Retirement Date means the date of a Participant's Normal
Retirement Date, Deferred Retirement Date, Disability Retirement Date, or Early
Retirement Date, all as provided in this Article II. A Participant's election to
receive benefits on his Retirement Date under this Appendix A and under the Plan
shall be uniform and consistent.

2.02     Deferred Retirement Date

         If a Participant remains an Employee after his Normal Retirement Date,
he shall participate in the benefits of the Plan in the same manner as any other
Participant. The Deferred Retirement Date of a Participant who remains an
Employee after his Normal Retirement Date shall be the first day of any month
coincident with or following the date of his termination of Service.

2.03     Disability Retirement Date

         A Participant shall be considered, if he so elects, to have retired for
the purposes of the Plan on his Disability Retirement Date which shall be the
date of his termination of Service on account of his Disability, regardless of
his age. The determination of the Plan Administrator as to whether a Participant
has a Disability and the date of such Disability shall be final, binding and
conclusive.

2.04     Early Retirement Date

         A Participant shall be considered, if he so elects, to have retired for
the purposes of the Plan on his Early Retirement Date which shall be the date of
his termination of Service, provided that the sum of the Participant's age and
Years of Service equals or exceeds 75. If on such date of his termination of
Service such sum is less than 75, then a Participant's Early Retirement Date
shall be, if he so elects, the subsequent date (if any) on which such sum equals
75. The effect of the election described in this Section 2.04, if made, shall be
the payment of benefits as if such Participant retired on his Normal Retirement
Date. This Section 2.04 applies only for purposes of an ESOP Account.

2.05     Method of Distribution

         Subject to Article IV and Sections 2.07, 2.10 (if in force) and 3.01,
distribution of a Participant's Vested Account Balance shall be made in
substantially equal periodic installments not less frequently than annually (in
a manner prescribed by the Plan Administrator and uniformly applicable to all
Participants) over a period equal to the greater of (a) five years, or (b) in
the case of a Participant with an ESOP Account which has a value in excess of
$500,000 (as adjusted pursuant to Section 409(o)(2) of the Code) on the
Valuation Date coincident with or immediately preceding the date distributions
are scheduled to commence, five years plus one additional year (but not more
than five additional years) for each $100,000 (as adjusted pursuant to Section
409(o)(2) of the Code) or fraction thereof by which the value of such ESOP
Account exceeds $500,000 (as adjusted pursuant to Section 409(o)(2) of the
Code); provided, however, that distributions with a value of less than the
"Applicable Amount" (defined below) may be paid at the election of the
Participant or his Beneficiary, as applicable, in one single distribution. The
"Applicable Amount" shall mean the amount, if any, established in a uniform and
nondiscriminatory manner by the Plan Administrator; provided that the Applicable
Amount, once established, may only be changed in conformity with the
requirements of Section 411(d)(6) of the Code and the Treasury Regulations
promulgated thereunder.

2.06     Distribution of Vested Account Balance

(a) Distribution of a Participant's Vested Account Balance from his ESOP Account
will be made entirely in whole shares of Common Stock, with the value of any
fractional interest in shares of Common Stock paid in cash. To the extent a
distribution is to be made in shares of Common Stock, any cash or other property
in a Participant's ESOP Account will be used to acquire shares of Common Stock
for distribution. Notwithstanding the foregoing, if applicable corporate charter
or bylaw provisions restrict ownership of substantially all outstanding shares
of Common Stock to Employees or to a plan or trust described in Section 401(a)
of the Code, then any distribution of a Participant's Vested Account Balance
from his ESOP Account shall be in cash.

(b) Distribution to a Participant shall be based upon the value of the Vested
Account Balance in his ESOP Account on the Valuation Date coinciding with or
immediately preceding the date of distribution.

2.07     Commencement of Benefits

(a) General Rule For Determining Plan Year in which Benefit Commences. Subject
to Sections 2.07(c), 2.07(f), 2.07(h) of this Article II of Appendix A, and
Section 12.11 of the Plan, the payment of any benefit to which a Participant is
entitled under this Appendix A to the Plan shall commence not later than the
earliest of:

(1)      60 days after the close of the Plan Year in which the Participant  has
         a termination of Service on or after the  Participant's Retirement
         Date;

(2)      60 days after the close of the Plan Year in which occurs the latest of
         (i) the 10th anniversary of the year in which the Participant
         commenced Plan participation; (ii) the Participant's 65th birthday; or
         (iii) the Participant's termination of Service;

(3)      one year after the close of the Plan Year in which the Participant
         dies; or

(4)      unless subsequent to such termination of Service the Participant has
         again become an Employee, the close of the fifth Plan Year following
         the Plan Year in which the Participant's termination of Service
         occurs.

(b) Exception to General Rule. Notwithstanding the provisions of Section
2.07(a), distribution to a Participant may commence as soon as practicable after
(i) the Participant's Retirement Date, or the date a Participant who is not an
Employee attains age 65, if the Participant so elects in writing or (ii) the
date of his death if the Beneficiary so elects in writing. If such an election
is made, distribution of such Participant's Vested Account Balance from his ESOP
Account shall be made in installments with (i) the number and timing of such
installments (but not the amounts thereof) determined pursuant to Section 2.05
and (ii) the amount of each installment determined by dividing the value of the
Vested Account Balance in such Participant's ESOP Account as of the Valuation
Date coinciding with or next preceding the making of such installment by the
number of installments remaining to be paid immediately preceding the making of
such installment; provided that the final installment shall in all events
consist of the full remaining Vested Account Balance in such Participant's
Account immediately prior to such installment.

(c) Deferral of Certain Payments until 65. Notwithstanding any other provision
of this Appendix A to the Plan, if a Participant's Vested Account Balance either
(i) has a present value of greater than $5,000 or (ii) is 100 shares of Common
Stock or more in his ESOP Account, payment of benefits under this Plan to such
Participant shall not commence prior to the Participant's attainment of age 65
unless the Participant consents in writing to an earlier commencement of
payments. Solely for purposes of determining whether a Participant's Vested
Account Balance has a present value of greater than $5,000, or is 100 shares or
more of Common Stock, the full value of all the Participant's Accounts,
including his ESOP Account, shall be taken into account.

(d) Time for Commencement of Benefits within Applicable Plan Year. To the extent
consistent with the Code and Treasury Regulations, in the case of any payment of
benefits which is to commence within a particular Plan Year in accordance with
this Section 2.07, payment shall commence as soon as practicable following the
receipt by the Plan Administrator of data relating to the Participants, as the
Plan Administrator may reasonably require, to determine the allocations to
Participants' ESOP Accounts in accordance with this Article II.

(e) Accelerated Commencement of Small Benefits. If, as of the time such
distribution would first be made to a Participant in accordance with this
sentence, (i) such Participant has not again become an Employee, (ii) the value
of such Participant's Vested Account Balance in his ESOP Account (using the
value per share established as of the most recent Valuation Date) is not greater
than $5,000, and (iii) such Participant's Vested Account Balance in his ESOP
Account is less than 100 shares of Common Stock, then distribution of such
Vested Account Balance shall be made in the form of a single distribution of the
entire Vested Account Balance then allocated to such Participant's ESOP Account,
as soon as practicable following (A) the occurrence of the Participant's death
or Retirement Date, or (B) the end of the Plan Year following a Break in Service
of at least 12 months duration, as the case may be. If any shares of Common
Stock or other amounts are allocated to his account following such distribution,
such shares of Common Stock or other amounts shall be distributed to the
Participant as soon as practicable after such allocation is made and in no event
later than the date required for the commencement of benefits to such
Participant otherwise prescribed in Section 2.07(a). Solely for purposes of
determining whether the Plan Administrator may, pursuant to this Section
2.07(e), compel the distribution of a Participant's Vested Account Balance that
is $5,000 or less, and is less than 100 shares of Common Stock, the full value
of all the Participant's Accounts, including his ESOP Account, shall be taken
into account.

(f) Latest Date for Commencement of Benefits. Except as provided in Section
12.11 of the Plan, the distribution of the ESOP Account of any Participant who
is a 5% owner (as defined in Section 416(i) of the Code) must commence not later
than April 1 of the calendar year following the calendar year in which the
Participant attains age 70 1/2, and must be made in accordance with the proposed
Treasury Regulations under Section 401(a)(9) of the Code, including Section
1.401(a)(9)-2 of the proposed Treasury Regulations thereunder. Except as
provided in Section 12.11 of the Plan, the distribution of the ESOP Account of
any Participant who is not a 5% owner (as defined in Section 416(i) of the Code)
must commence not later than April 1 of the calendar year following the later of
(1) the calendar year in which the Participant attains age 70 1/2 or (2), where
the Participant so elects, the calendar year in which the employee retires, and
must be made in accordance with the proposed Treasury Regulations under Section
401(a)(9) of the Code, including Section 1.401(a)(9)-2 of the proposed Treasury
Regulations thereunder. The distribution of the ESOP Account of any Participant
who is not a 5% owner (as defined in Section 416(i) of the Code) and who attains
age 70 1/2 prior to January 1, 2001 may commence, at the election of such
Participant, not later than April 1 of the calendar year following the calendar
year in which the Participant attains age 70 1/2, and in such case must be made
in accordance with the proposed Treasury Regulations under Section 401(a)(9) of
the Code, including Section 1.401(a)(9)-2 of the proposed Treasury Regulations
thereunder. A Participant's election to receive benefits pursuant to this
Section 2.07(f) shall be uniform and consistent with any election or
distribution under Section 5.05 of the Plan.

(g) Distributions Which Commenced Prior To Death. If distribution of a
Participant's benefit under his ESOP Account has commenced prior to a
Participant's death, and such Participant dies before his entire ESOP Account
benefit is distributed, the remaining portion of the Participant's benefit shall
be distributed at least as rapidly as under the method of distribution in effect
on the date of the Participant's death.

(h) Administrative Delays. If the amount payable cannot be ascertained, or,
subject to the provisions of Section 12.11 of the Plan, the Participant cannot
be located after reasonable efforts, a payment retroactive to the date
determined under the preceding provisions of this Section 2.07 may be made not
later than 60 days after the earliest date on which the amount of such payment
can be ascertained under the Plan or the date on which the Participant is
located (whichever is applicable).

(i) Conflicts of Interest. If, following a termination of Service, a Participant
becomes employed by a governmental agency which determines that the
Participant's continued participation in the Plan constitutes a conflict of
interest with the Participant's employment with such agency, the Participant's
entire vested ESOP Account shall be distributed as soon as practicable following
clear demonstration of such facts; provided, however, that the distribution
shall be made only in the form of an eligible rollover distribution pursuant to
Section 9.08 of the Plan.

(j)      Special Exceptions.

(1)       For those Participants who are not "highly compensated employees" as
          defined in Section 414(q) of the Code and who were employed by former
          Employers known as "Columbus Union" or "Columbus Non Union", (i)
          reemployment by the Company, commencing on or after July 1, 1998 shall
          not preclude the commencement of benefits pursuant to Section
          2.07(a)(4), and (ii) notwithstanding the provisions of Sections
          2.07(a), (b) and (e), but subject to the provisions of Section
          2.07(c), each such Participant shall receive a single distribution of
          the entire Vested Account Balance allocated to such Participant's ESOP
          Account, as soon as practicable.

(2)       For those Participants who are not "highly compensated employees" as
          defined in Section 414(q) of the Code and who were employed by former
          Employers known as Holloman, reemployment by the Company, commencing
          on or after September 1, 1999 shall not preclude the commencement of
          benefits pursuant to Section 2.07(a)(4).

2.08     Diversification

(a) "Qualified Election Period" means the six Plan Year period beginning with
the later of (i) the Plan Year in which the Participant attains age 55; or, (ii)
the Plan Year in which the Participant first becomes a Qualified Participant.

(b) "Qualified Participant" means a Participant who has attained age 55 and who
has completed at least 10 years of participation under the Plan, including years
of participation in the pre-merger DynCorp Employee Stock Ownership Plan.
Periods of time following a termination of Service shall not be treated as
participation for purposes of this Section 2.08. (c) A Qualified Participant may
file a written election with the Plan Administrator within 90 days after the
close of each Plan Year (the "Notice Period") during the first five Plan Years
of his Qualified Election Period to have twenty-five percent of the shares of
Common Stock employer securities acquired by or contributed to the Plan and
allocated to his ESOP Account (less the number of shares of previously
distributed pursuant to this Section 2.08) distributed to him in kind in the
form of a single payment. If a Qualified Participant makes a timely election to
have shares of Common Stock distributed, such shares of Common Stock shall be
distributed no later than 90 days after the end of the Notice Period during
which such election was made.

(d) A Qualified Participant may elect during the Notice Period of the sixth and
final Plan Year of his Qualified Election Period to have fifty percent of the
shares of employer securities acquired by or contributed to the Plan and
allocated to his ESOP Account (less the number of shares of Common Stock
previously distributed pursuant to this Section 2.08) distributed to him in kind
in the form of a single payment. If a Qualified Participant makes a timely
election to have shares of Common Stock distributed, such shares of Common Stock
shall be distributed no later than 90 days after the end of the Notice Period
during which such election was made.

(e) The diversification requirements of this Section 2.08 for any Plan Year
shall be treated as having been satisfied with respect to a Qualified
Participant if such Participant fails to file a timely election by the end of
the applicable Notice Period.

2.09     Annuity Distributions

         Notwithstanding any provision of this Appendix A of the Plan to the
contrary, unless the provisions of Section 2.07(e) are applicable to such
Participant, a Participant who has terminated Service and who has attained age
65 shall be permitted, in his sole discretion, to elect that his ESOP Account
distribution shall be paid in the form of a Straight Life Annuity ("SLA") or, if
the Participant is married, a Qualified Joint and Survivor Annuity ("QJSA").
However, no surviving spouse of a deceased Participant shall be eligible to
elect to receive a qualified preretirement survivor annuity as described in
section 417(c) of the Code because of the exemption contained in section
401(a)(11)(C) of the Code. The amount payable under an SLA shall be paid as an
annual annuity on the life of the Participant. The amount payable under a QJSA
shall be payable as an annual annuity on the life of the Participant, with an
amount equal to 50% of the annual benefit payable under such annuity payable to
the Participant's surviving spouse if the Participant predeceases his or her
spouse. Any ESOP Account benefit in the form of an annuity shall be provided by
the purchase of a nontransferable annuity contract from an insurance company
selected by the Trustees, which shall be delivered to the Participant. The
Trustee shall, as the contents of the Participant's ESOP Account become
otherwise distributable to the Participant according to the Plan, cause shares
of Common Stock then distributable from such ESOP Account to be converted into
cash at the fair market value thereof and the proceeds, together with any other
cash then distributable from the ESOP Account, to be used to purchase the SLA or
QJSA.

         Payments under an SLA or QJSA shall commence not later than 60 days
after the last day of the Plan Year coinciding with or next following the latest
of (1) the Participant's 65th birthday or (2) his termination of Service (the
"Annuity Starting Date").

         An election to receive payments in the form of an SLA or QJSA must be
made within sixty (60) days preceding the last day of the Plan Year coinciding
with or next following the latest of (1) the Participant's 65th birthday or (2)
his termination of Service (the "Applicable Election Period"). A participant who
is married at the time of such election may not elect to receive an SLA except
with the written consent of his or her spouse, waiving the QJSA form of benefit.
Within a reasonable period prior to the Applicable Election Period, the
Participant must be furnished a written explanation, reasonably calculated to be
understood by him, of:

(a)      the terms and conditions of the SLA or QJSA;

(b)      the steps needed to record an SLA or QJSA election, the requirements
         for spousal consent to waive the QJSA form of benefit, and the effect
         thereof; and

(c)      the Participant's right to revoke the waiver described at (b) above
         within the Applicable Election Period.

2.10     Accelerated Distributions

         A Participant who has terminated employment and is eligible to receive
distributions from his or her ESOP Account in 2002 or later years may elect to
receive a distribution of the shares of Common Stock allocated to his or her
ESOP Account at a time earlier than that otherwise provided under Section 2.7 of
this Appendix A, subject to the limitations and requirements of this Section,
which shall be referred to as an "Accelerated Distribution". Accelerated
Distributions shall be made only immediately prior to a "Trade Date" occurring
under the Internal Market.

(a) The aggregate number of shares of Common Stock that shall be distributed to
all Participants receiving an Accelerated Distribution in connection with a
Trade Date shall be equal to the excess (if any) of the number of valid orders
to purchase shares over the number of valid orders to sell shares other than
Accelerated Distribution shares, for execution on the Trade Date in accordance
with applicable market rules (and disregarding any sell orders issued by the
Plan matching the Plan's repurchase from Participants of Accelerated
Distribution shares at the Trade Date). If there is no such excess with respect
to a particular Trade Date, then there shall be no Accelerated Distributions
made with respect to such Trade Date.

(b) The number of shares in each Participant's ESOP Account that shall be
distributed pursuant to an Accelerated Distribution on a Trade Date shall be
determined as follows:

    Total shares subject to individual          Aggregate number of Accelerated
  Participant's election for Accelerated  X  Distribution shares distributed at
       Distribution at such Trade Date                such Trade Date
--------------------------------------------------- --- -----------------------
-------------------------------------------------------------------------------
 Total shares subject to all Participants' elections for Accelerated
                      Distribution at such Trade Date

(c) Any shares of Common Stock distributed to a Participant pursuant to an
Accelerated Distribution shall reduce the Participant's entitlement to
subsequent installment distributions of Common Stock pursuant to Section 2.5 of
this Appendix A in inverse order of time.

(d) A Participant (or the qualified plan or IRA to which the Participant wishes
to transfer his Accelerated Distribution) must elect to sell all of the shares
of Common Stock received in connection with an Accelerated Distribution back to
the Company or the Trust immediately upon their distribution pursuant to the put
option provisions of Section 4.2 of this Appendix A as a condition of the
election to receive an Accelerated Distribution, and the Participant or plan
shall therefore receive solely the proceeds of the sale of such Common Stock,
without the right to retain ownership of such Common Stock.

(e) A Participant who is eligible to receive an Accelerated Distribution may
elect to do so by executing and delivering a form to that effect to be supplied
by the Plan Administrator. Forms must be delivered at least ten business days
prior to a Trade Date to be effective for that Trade Date. All such elections
shall remain in effect for all subsequent Trade Dates until they are revoked by
the Participant. A Participant may revoke an election to receive Accelerated
Distributions at any time by executing and delivering a form to that effect to
be supplied by the Plan Administrator. However, no such revocation shall be
effective with respect to a Trade Date if it is received fewer than three
business days prior to a Trade Date. A Participant who does not elect
Accelerated Distribution, or who validly revokes an election for Accelerated
Distribution, shall continue to be eligible for all of the rights with regard to
distributions otherwise available under the Plan, including the right to elect
or re-elect Accelerated Distribution at a later time.

(f) This Section 2.10 shall automatically be deleted on March 31, 2003.

ARTICLE III -- DEATH BENEFITS

3.01     Death During a Period of Service

         Subject to Section 2.06(a), upon the death of a Participant during a
period of Service, all amounts then credited to his ESOP Account shall be
distributed to the Participant's Beneficiary in accordance with Sections 2.05
and 2.07.

3.02     Death After Termination of Employment

         Upon the death of a Participant after retirement, Disability or
termination of Service, but prior to the distribution of his entire Vested
Account Balance, his ESOP Account shall be distributed to the Participant's
Beneficiary in accordance with Sections 2.05 and 2.07(g).

3.03     Other Amounts

         Any amounts credited to a Participant's ESOP Account after his death
shall be distributed as soon as administratively practicable or, if later, at
the time any amounts previously credited are distributed in accordance with the
other provisions of this Article III of Appendix A.

ARTICLE IV  -- RIGHTS AND OPTIONS CONCERNING DISTRIBUTED SHARES OF COMMON STOCK

4.01     Right of First Refusal

(a) During any period when shares of Common Stock are not publicly traded on an
established market, all distributions of such shares of Common Stock from ESOP
Accounts to any Participant or his Beneficiary (the "Distributee") by the Trust
shall be subject to a "right of first refusal" upon the terms and conditions
hereinafter set forth. The "right of first refusal" shall provide that prior to
any transfer (as determined by the Plan Administrator) of the shares of Common
Stock, the Distributee must first offer to sell such shares of Common Stock to
the Trust, and if the Trust refuses to exercise its right to purchase the shares
of Common Stock, then the Company shall have a "right of first refusal" to
purchase such shares of Common Stock. Neither the Trust nor the Company shall be
required to exercise the "right of first refusal".

(b)      The terms and conditions of the "right of first refusal" shall be
         determined as follows:

(1)       If the Distributee receives a bona fide offer for the purchase of all
          or any part of his shares of Common Stock from a third party, the
          Distributee shall forthwith deliver (by registered mail, return
          receipt requested) a copy in writing of any such offer to the Plan
          Administrator and the Trustee. The Trustee (as directed by the Plan
          Administrator) or the Company, as the case may be, shall then have 14
          days after receipt by the Plan Administrator of the written offer to
          exercise the right to purchase all or any portion of the shares of
          Common Stock. Subject to Section 4.01(b)(2), the purchase price to be
          paid by the Trust or the Company for the shares of Common Stock shall
          be the purchase price stated in the bona fide offer received by the
          Distributee; and

(2)       The selling price and other terms under the "right of first refusal"
          must not be less favorable to the Distributee than the greater of the
          value of the security determined pursuant to the Treasury Regulations
          or the purchase price and other terms offered by the third-party buyer
          making a good faith offer to purchase the security from the
          Distributee.

4.02     Put Option

         If at the time of distribution, shares of Common Stock distributed from
the Trust Fund are not treated as "readily tradable on an established market"
within the meaning of Section 409(h) of the Code and the Treasury Regulations,
such shares of Common Stock shall be subject to a put option in the hands of a
Qualified Holder by which such Qualified Holder may sell all or any part of the
shares of Common Stock distributed to him by the Trust to the Trust. Should the
Trust decline to purchase all or any part of the shares of Common Stock put to
it by the Qualified Holder, the Company shall purchase those shares of Common
Stock that the Trust declines to purchase. The put option shall be subject to
the following conditions:

(a) The term "Qualified Holder" shall mean the Participant or Beneficiary
receiving the distribution of such shares of Common Stock, any other party to
whom the shares of Common Stock are transferred by gift or by reason of death,
and also any trustee of an individual retirement account (as defined under Code
Section 408) to which all or any portion of the distributed shares of Common
Stock is transferred pursuant to a tax-free "rollover" transaction satisfying
the requirements of Sections 402 and 408 of the Code.

(b) During the "put option period", as hereafter defined, with respect to any
distribution of such shares of Common Stock, a Qualified Holder shall have the
right to require the Trust, or the Company if the Trust declines, to purchase
all or a portion of the distributed shares of Common Stock held by the Qualified
Holder. Such "put option period" shall commence on the date of the distribution
of such shares of Common Stock and shall end on the 60th day following the later
of (i) the date of such distribution or (ii) the date on which the fair market
value of such shares of Common Stock has been determined as of the Valuation
Date coinciding with or next preceding the distribution thereof. The purchase
price to be paid for any such shares of Common Stock shall be their fair market
value determined (1) as of the Valuation Date coinciding with or next preceding
the exercise of the put option under this Section 4.02(b) or, (2) in the case of
a transaction between the Plan and a "disqualified person" within the meaning of
Section 4975(e)(2) of the Code, as of the date of the transaction.

(c) If a Qualified Holder shall fail to exercise his put option right under
Section 4.02(b), the option right shall temporarily lapse upon the expiration of
the "put option period". As soon as practicable following the last day of the
Plan Year in which the "put option period" expires, the Company shall notify the
nonelecting Qualified Holder (if he is then a shareholder of record) of the
valuation of the shares of Common Stock as of that date. During the 60-day
period following receipt of such valuation notice, the Qualified Holder shall
again have the right to require the Company to purchase all or any portion of
the distributed shares of Common Stock. The purchase price to be paid therefore
shall be their fair market value determined (1) as of the Valuation Date
coinciding with or next preceding the exercise of the put option under this
Section 4.02(c) or (2) in the case of a transaction between the Plan and a
"disqualified person" within the meaning of Section 4975(e)(2) of the Code, as
of the date of the transaction.

(d) The foregoing put options under Section 4.02(b) and (c) shall not obligate
the Plan or Trust in any manner if the Trust declines to purchase all or any
part of the shares of Common Stock so offered, and, in such event, shall be
effective solely against the Company. In no event may the Trustee pay more than
fair market value for shares of Common Stock.

(e) The period during which the put option is exercisable does not include any
time when a Qualified Holder is unable to exercise it because the Company is
prohibited from honoring it by applicable Federal or state laws.

(f) Except as otherwise required or permitted by the Code, the put options under
Section 4.02 shall satisfy the requirements of Section 54.4975-7(b) of the
Treasury Regulations to the extent, if any, that such requirements apply to such
put options.

4.03     Exercise of Put Option

         A Qualified Holder must exercise his put option in writing on a form
supplied by the Plan Administrator. Unless otherwise determined by the Plan
Administrator, if a Qualified Holder exercises his put option under Section
4.02, payment for the shares of Common Stock repurchased shall be made, (a) in
the case of a total distribution of a Participant's ESOP Account within a single
taxable year as described in Section 409(h)(5) of the Code, (i) if the Vested
Account Balance of the Participant has a value of $5,000 or less, in one
installment not later than 30 days after exercise, or (ii) if the Vested Account
Balance of the Participant has a value of more than $5,000, in accordance with
uniform rules established by the Plan Administrator, in substantially equal
periodic payments (not less frequently than annually) over a period beginning
not later than 30 days after the exercise of the put option and not exceeding
five years (provided that adequate security and reasonable interest are provided
with respect to unpaid amounts) or, (b) in the case of other distributions, not
later than 30 days after such exercise. For purposes of this Section 4.03, the
interest rate shall be determined by reference to the prevailing Prime Rate as
listed in the Wall Street Journal unless the Code requires a higher rate. Solely
for purposes of determining whether a Participant's Vested Account Balance has a
value of greater than $5,000, the full value of all the Participant's Accounts,
including his ESOP Account, shall be taken into account.

4.04     Other Rights

         Except as provided in Sections 4.01, 4.02, 4.03 or 2.06(a), no shares
of Common Stock acquired with the proceeds of an exempt loan may be subject to a
put, call or other option, or buy-sell or similar arrangement while held by or
distributed from the Plan. Rights and protection set forth in this Article IV
shall be nonterminable to the extent, if any, provided in Section 10.01 of the
Plan.

4.05     Actions To Carry Out the Rights and Options

         The Company shall take any and all actions as it may deem necessary or
desirable to effectuate and carry out the "right of first refusal" and the put
option provided under this Article IV, including, but not limited to, the
placing of appropriate legends on the certificates representing the shares of
Common Stock and the issuance of appropriate stop transfer instructions to the
transfer agent for shares of Common Stock.

4.06     Stock Transfer Taxes

         Subject to applicable law, the stock transfer or similar taxes, if any,
arising in connection with the purchase of shares of Common Stock pursuant to
this Article IV shall be the obligation of the purchaser of such shares of
Common Stock.

ARTICLE V  -- LIMITATIONS WITH RESPECT TO CERTAIN PARTICIPANTS

5.01     Section 1042 Transactions

         If a shareholder sells Common Stock to the Trust Fund (with the consent
of the Company) in a Section 1042 Transaction (as defined in the former DynCorp
Employee Stock Ownership Plan), no portion of the Common Stock purchased in any
such transaction (or any dividends or other assets of the Plan attributable
thereto) may be allocated, during the Nonallocation Period (defined below), to
the Accounts of:

(1)      the selling shareholder; or

(2)       the selling shareholder's spouse, brothers or sisters (whether by the
          whole or half blood), ancestors or lineal descendants (except as to
          certain lineal descendants, to the extent provided in Section
          409(n)(3)(A) of the Code), or any other person who bears a
          relationship to him that is described in Section 267(b) of the Code.

         In addition, no portion of the Common Stock purchased in any such
transaction (or any dividends or other income attributable thereto) may
thereafter be allocated to the Account of any other Participant owning (as
determined under Section 318(a) of the Code, without regard to Section
318(a)(2)(B)(i) of the Code), during the entire one-year period preceding the
purchase or on the last day of any Plan Year, more than 25% of any class of
outstanding Company Stock or of the total value of any class of outstanding
Company Stock.

         For purposes of this Section 5.01, "Nonallocation Period" shall mean
the period beginning on the date of the sale of the qualified securities and
ending on the later of (i) the date which is 10 years after the date of the
Section 1042 Transaction, or (ii) the date of the Plan allocation attributable
to the final payment of acquisition indebtedness incurred in connection with
such sale.