BROADBAND TECHNOLOGIES, INC. 401(K) PLAN
                           (JULY 1, 1997 RESTATEMENT)


      FIDELITY MANAGEMENT TRUST COMPANY, ITS AFFILIATES AND EMPLOYEES MAY NOT
      PROVIDE YOU WITH LEGAL OR TAX ADVICE IN CONNECTION WITH THE EXECUTION OF
      THIS DOCUMENT. IT SHOULD BE REVIEWED BY YOUR ATTORNEY AND/OR ACCOUNTANT
      PRIOR TO EXECUTION.


                         CORPORATE PLAN FOR RETIREMENTSM
                                VOLUME SUBMITTER

                             PLAN DOCUMENT SYSTEMSTM


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                                TABLE OF CONTENTS


ARTICLE I
    DEFINITIONS

    1.1      - PLAN DEFINITIONS
    1.2      - INTERPRETATION

ARTICLE II
    SERVICE

    2.1      - DEFINITIONS
    2.2      - CREDITING OF HOURS OF SERVICE
    2.3      - CREDITING OF CONTINUOUS SERVICE
    2.4      - ELIGIBILITY SERVICE
    2.5      - VESTING SERVICE
    2.6      - CREDITING OF SERVICE ON TRANSFER OR AMENDMENT

ARTICLE III
    ELIGIBILITY

    3.1      - ELIGIBILITY
    3.2      - TRANSFERS OF EMPLOYMENT
    3.3      - REEMPLOYMENT
    3.4      - NOTIFICATION CONCERNING NEW ELIGIBLE EMPLOYEES
    3.5      - EFFECT AND DURATION

ARTICLE IV
    TAX-DEFERRED CONTRIBUTIONS

    4.1      - TAX-DEFERRED CONTRIBUTIONS
    4.2      - AMOUNT OF TAX-DEFERRED CONTRIBUTIONS
    4.3      - CHANGES IN REDUCTION AUTHORIZATION
    4.4      - SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS
    4.5      - RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS
    4.6      - DELIVERY OF TAX-DEFERRED CONTRIBUTIONS
    4.7      - VESTING OF TAX-DEFERRED CONTRIBUTIONS

ARTICLE V
    AFTER-TAX AND ROLLOVER CONTRIBUTIONS

    5.1      - AFTER-TAX CONTRIBUTIONS
    5.2      - AMOUNT OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING
    5.3      - CHANGES IN PAYROLL WITHHOLDING AUTHORIZATION
    5.4      - SUSPENSION OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING
    5.5      - RESUMPTION OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING
    5.6      - ROLLOVER CONTRIBUTIONS
    5.7      - DELIVERY OF AFTER-TAX CONTRIBUTIONS
    5.8      - VESTING OF AFTER-TAX CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS


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ARTICLE VI
    EMPLOYER CONTRIBUTIONS

    6.1      - CONTRIBUTION PERIOD
    6.2      - PROFIT-SHARING CONTRIBUTIONS
    6.3      - ALLOCATION OF PROFIT-SHARING CONTRIBUTIONS
    6.4      - QUALIFIED NONELECTIVE CONTRIBUTIONS
    6.5      - ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS
    6.6      - MATCHING CONTRIBUTIONS
    6.7      - ALLOCATION OF MATCHING CONTRIBUTIONS
    6.8      - VERIFICATION OF AMOUNT OF EMPLOYER CONTRIBUTIONS BY THE SPONSOR
    6.9      - PAYMENT OF EMPLOYER CONTRIBUTIONS
    6.10     - ELIGIBILITY TO PARTICIPATE IN ALLOCATION
    6.11     - VESTING OF EMPLOYER CONTRIBUTIONS
    6.12     - ELECTION OF FORMER VESTING SCHEDULE
    6.13     - FORFEITURES TO REDUCE EMPLOYER CONTRIBUTIONS

ARTICLE VII
    LIMITATIONS ON CONTRIBUTIONS

    7.1      - DEFINITIONS
    7.2      - CODE SECTION 402(G) LIMIT
    7.3      - DISTRIBUTION OF EXCESS DEFERRALS
    7.4      - LIMITATION ON TAX-DEFERRED CONTRIBUTIONS OF HIGHLY COMPENSATED
               EMPLOYEES
    7.5      - DISTRIBUTION OF EXCESS TAX-DEFERRED CONTRIBUTIONS
    7.6      - LIMITATION ON MATCHING CONTRIBUTIONS AND AFTER-TAX CONTRIBUTIONS
               OF HIGHLY COMPENSATED EMPLOYEES
    7.7      - FORFEITURE OR DISTRIBUTION OF EXCESS CONTRIBUTIONS
    7.8      - MULTIPLE USE LIMITATION
    7.9      - DETERMINATION OF INCOME OR LOSS
    7.10     - CODE SECTION 415 LIMITATIONS ON CREDITING OF CONTRIBUTIONS AND
               FORFEITURES
    7.11     - COVERAGE UNDER OTHER QUALIFIED DEFINED CONTRIBUTION PLAN
    7.12     - COVERAGE UNDER QUALIFIED DEFINED BENEFIT PLAN
    7.13     - SCOPE OF LIMITATIONS

ARTICLE VIII
    TRUST FUNDS AND SEPARATE ACCOUNTS

    8.1      - GENERAL FUND
    8.2      - INVESTMENT FUNDS
    8.3      - LOAN INVESTMENT FUND
    8.4      - INCOME ON TRUST
    8.5      - SEPARATE ACCOUNTS
    8.6      - SUB-ACCOUNTS

ARTICLE IX
    LIFE INSURANCE CONTRACTS

    9.1      - NO LIFE INSURANCE CONTRACTS

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ARTICLE X
    DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

    10.1     - FUTURE CONTRIBUTION INVESTMENT ELECTIONS
    10.2     - DEPOSIT OF CONTRIBUTIONS
    10.3     - ELECTION TO TRANSFER BETWEEN FUNDS

ARTICLE XI
    CREDITING AND VALUING SEPARATE ACCOUNTS

    11.1     - CREDITING SEPARATE ACCOUNTS
    11.2     - VALUING SEPARATE ACCOUNTS
    11.3     - PLAN VALUATION PROCEDURES
    11.4     - FINALITY OF DETERMINATIONS
    11.5     - NOTIFICATION

ARTICLE XII
    LOANS

    12.1     - APPLICATION FOR LOAN
    12.2     - REDUCTION OF ACCOUNT UPON DISTRIBUTION
    12.3     - REQUIREMENTS TO PREVENT A TAXABLE DISTRIBUTION
    12.4     - ADMINISTRATION OF LOAN INVESTMENT FUND
    12.5     - DEFAULT
    12.6     - SPECIAL RULES APPLICABLE TO LOANS
    12.7     - LOANS GRANTED PRIOR TO AMENDMENT

ARTICLE XIII
    WITHDRAWALS WHILE EMPLOYED

    13.1     - WITHDRAWALS OF AFTER-TAX CONTRIBUTIONS
    13.2     - WITHDRAWALS OF ROLLOVER CONTRIBUTIONS
    13.3     - WITHDRAWALS OF EMPLOYER CONTRIBUTIONS
    13.4     - WITHDRAWALS OF TAX-DEFERRED CONTRIBUTIONS
    13.5     - LIMITATIONS ON WITHDRAWALS OTHER THAN HARDSHIP WITHDRAWALS
    13.6     - CONDITIONS AND LIMITATIONS ON HARDSHIP WITHDRAWALS
    13.7     - ORDER OF WITHDRAWAL FROM A PARTICIPANT'S SUB-ACCOUNTS

ARTICLE XIV
    TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

    14.1     - TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE
    14.2     - SEPARATE ACCOUNTING FOR NON-VESTED AMOUNTS
    14.3     - DISPOSITION OF NON-VESTED AMOUNTS
    14.4     - RECREDITING OF FORFEITED AMOUNTS

ARTICLE XV
    DISTRIBUTIONS

    15.1     - DISTRIBUTIONS TO PARTICIPANTS
    15.2     - DISTRIBUTIONS TO BENEFICIARIES
    15.3     - CASH OUTS AND PARTICIPANT CONSENT
    15.4     - REQUIRED COMMENCEMENT OF DISTRIBUTION

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    15.5     - REEMPLOYMENT OF A PARTICIPANT
    15.6     - RESTRICTIONS ON ALIENATION
    15.7     - FACILITY OF PAYMENT
    15.8     - INABILITY TO LOCATE PAYEE
    15.9     - DISTRIBUTION PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS

ARTICLE XVI
    FORM OF PAYMENT

    16.1     - FORM OF PAYMENT
    16.2     - DIRECT ROLLOVER
    16.3     - NOTICE REGARDING FORM OF PAYMENT

ARTICLE XVII
    BENEFICIARIES

    17.1     - DESIGNATION OF BENEFICIARY
    17.2     - SPOUSAL CONSENT REQUIREMENTS

ARTICLE XVIII
    ADMINISTRATION

    18.1     - AUTHORITY OF THE SPONSOR
    18.2     - ACTION OF THE SPONSOR
    18.3     - CLAIMS REVIEW PROCEDURE
    18.4     - QUALIFIED DOMESTIC RELATIONS ORDERS
    18.5     - INDEMNIFICATION
    18.6     - ACTIONS BINDING

ARTICLE XIX
    AMENDMENT AND TERMINATION

    19.1     - AMENDMENT
    19.2     - LIMITATION ON AMENDMENT
    19.3     - TERMINATION
    19.4     - REORGANIZATION
    19.5     - WITHDRAWAL OF AN EMPLOYER

ARTICLE XX
    ADOPTION BY OTHER ENTITIES

    20.1     - ADOPTION BY RELATED COMPANIES
    20.2     - EFFECTIVE PLAN PROVISIONS

ARTICLE XXI
    MISCELLANEOUS PROVISIONS

    21.1     - NO COMMITMENT AS TO EMPLOYMENT
    21.2     - BENEFITS
    21.3     - NO GUARANTEES
    21.4     - EXPENSES
    21.5     - PRECEDENT
    21.6     - DUTY TO FURNISH INFORMATION


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    21.7     - WITHHOLDING
    21.8     - MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS
    21.9     - BACK PAY AWARDS
    21.10    - CONDITION ON EMPLOYER CONTRIBUTIONS
    21.11    - RETURN OF CONTRIBUTIONS TO AN EMPLOYER
    21.12    - VALIDITY OF PLAN
    21.13    - TRUST AGREEMENT
    21.14    - PARTIES BOUND
    21.15    - APPLICATION OF CERTAIN PLAN PROVISIONS
    21.16    - LEASED EMPLOYEES
    21.17    - TRANSFERRED FUNDS

ARTICLE XXII
    TOP-HEAVY PROVISIONS

    22.1     - DEFINITIONS
    22.2     - APPLICABILITY
    22.3     - MINIMUM EMPLOYER CONTRIBUTION
    22.4     - ADJUSTMENTS TO SECTION 415 LIMITATIONS
    22.5     - ACCELERATED VESTING

ARTICLE XXIII
    EFFECTIVE DATE

    23.1     - EFFECTIVE DATE OF AMENDMENT AND RESTATEMENT


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                                    PREAMBLE


The BroadBand Technologies, Inc. 401(k) Plan, originally effective as of January
1, 1989, is hereby amended and restated in its entirety. The Plan, as amended
and restated hereby, is intended to qualify as a profit-sharing plan under
Section 401(a) of the Code, and includes a cash or deferred arrangement that is
intended to qualify under Section 401(k) of the Code. The Plan is maintained for
the exclusive benefit of eligible employees and their beneficiaries.

Notwithstanding any other provision of the Plan to the contrary, a Participant's
vested interest in his Separate Account under the Plan on and after the
effective date of restatement shall be not less than his
vested interest in his account on the day immediately preceding the effective
date. In addition, notwithstanding any other provision of the Plan to the
contrary, the forms of payment and other Plan provisions that were available
under the Plan immediately prior to the later of the effective date of this
amendment and restatement or the date this amendment and restatement is adopted
and that may not be eliminated under Section 411(d)(6) of the Code shall
continue to be available to Participants who had an account under the Plan on
the day immediately preceding the later of the effective date or the date this
amendment and restatement is adopted.


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                                    ARTICLE I
                                   DEFINITIONS


1.1 -      PLAN DEFINITIONS

As used herein, the following words and phrases have the meanings hereinafter
set forth, unless a different meaning is plainly required by the context:

The "ADMINISTRATOR" means the Sponsor unless the Sponsor designates another
person or persons to act as such.

An "AFTER-TAX CONTRIBUTION" means any after-tax employee contribution made by a
Participant as may be permitted under Article V.

The "BENEFICIARY" of a Participant means the person or persons entitled under
the provisions of the Plan to receive distribution hereunder in the event the
Participant dies before receiving distribution of his entire interest under the
Plan.

The "CODE" means the Internal Revenue Code of 1986, as amended from time to
time. Reference to a section of the Code includes such section and any
comparable section or sections of any future legislation that amends,
supplements, or supersedes such section.

The "COMPENSATION" of a Participant for any period means the wages as defined in
Section 3401(a) of the Code, determined without regard to any rules that limit
compensation included in wages based on the nature or location of the employment
or services performed, and all other payments made to him for such period for
services as an Employee for which his Employer is required to furnish the
Participant a written statement under Sections 6041(d), 6051(a)(3), and 6052 of
the Code, but determined prior to any exclusions for amounts deferred under
Section 125, 402(e)(3), 402(h)(1)(B), 403(b), or 457(b) of the Code or for
certain contributions described in Section 414(h)(2) of the Code that are picked
up by the employing unit and treated as employer contributions.

In no event, however, shall the Compensation of a Participant taken into account
under the Plan for any Plan Year exceed (1) $200,000 for Plan Years beginning
prior to January 1, 1994, or (2) $150,000 for Plan Years beginning on or after
January 1, 1994 (subject to adjustment annually as provided in Section
401(a)(17)(B) and Section 415(d) of the Code; provided, however, that the dollar
increase in effect on January 1 of any calendar year, if any, is effective for
Plan Years beginning in such calendar year). If the Compensation of a
Participant is determined over a period of time that contains fewer than 12
calendar months, then the annual compensation limitation described above shall
be adjusted with respect to that Participant by multiplying the annual
compensation limitation in effect for the Plan Year by a fraction the numerator
of which is the number of full months in the period and the denominator of which
is 12; provided, however, that no proration is required for a Participant who is
covered under the

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Plan for less than one full Plan Year if the formula for allocations is based on
Compensation for a period of at least 12 months. In determining the
Compensation, for purposes of applying the annual compensation limitation
described above, of a Participant who is a five percent owner or among the ten
Highly Compensated Employees receiving the greatest Compensation for the Plan
Year, the Compensation of the Participant's spouse and of his lineal descendants
who have not attained age 19 as of the close of the Plan Year shall be included
as Compensation of the Participant for the Plan Year. If as a result of applying
the family aggregation rule described in the preceding sentence the annual
compensation limitation would be exceeded, the limitation shall be prorated
among the affected family members in proportion to each member's Compensation as
determined prior to application of the family aggregation rules.

A "CONTRIBUTION PERIOD" means the period specified in Article VI for which
Employer Contributions shall be made.

An "ELIGIBLE EMPLOYEE" means any Employee who has met the eligibility
requirements of Article III to have Tax-Deferred Contributions made to the Plan
on his behalf.

The "ELIGIBILITY SERVICE" of an employee means the period or periods of service
credited to him under the provisions of Article II for purposes of determining
his eligibility to participate in the Plan as may be required under Article III
or Article VI.

An "EMPLOYEE" means any employee of an Employer other than (i) a leased
employee, (ii) an employee who is covered by a collective bargaining agreement
or (iii) an employee who is a nonresident alien who does not receive United
States source income.

An "EMPLOYER" means the Sponsor and any entity which has adopted the Plan as may
be provided under Article XX.

An "EMPLOYER CONTRIBUTION" means the amount, if any, that an Employer
contributes to the Plan as may be provided under Article VI or Article XXII.

An "ENROLLMENT DATE" means each day of the Plan Year.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended
from time to time. Reference to a section of ERISA includes such section and any
comparable section or sections of any future legislation that amends,
supplements, or supersedes such section.

The "GENERAL FUND" means a Trust Fund maintained by the Trustee as required to
hold and administer any assets of the Trust that are not allocated among any
separate Investment Funds as may be provided in the Plan or the Trust Agreement.
No General Fund shall be maintained if all assets of the Trust are allocated
among separate Investment Funds.

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A "HIGHLY COMPENSATED EMPLOYEE" means an Employee or former Employee who is a
highly compensated active employee or highly compensated former employee as
defined hereunder.

A "highly compensated active employee" includes any Employee who performs
services for an Employer during the determination year and who (i) was a five
percent owner at any time during the determination year or the look back year,
(ii) received compensation from an Employer during the look back year in excess
of $75,000 (subject to adjustment annually at the same time and in the same
manner as under Section 415(d) of the Code), (iii) was in the top paid group of
employees for the look back year and received compensation from an Employer
during the look back year in excess of $50,000 (subject to adjustment annually
at the same time and in the same manner as under Section 415(d) of the Code),
(iv) was an officer of an Employer during the look back year and received
compensation during that year in excess of 50 percent of the dollar limitation
in effect for that year under Section 415(b)(1)(A) of the Code or, if no officer
received compensation in excess of that amount for the look back year or the
determination year, received the greatest compensation for the look back year of
any officer, or (v) was one of the 100 employees paid the greatest compensation
by an Employer for the determination year and would be described in (ii), (iii),
or (iv) above if the term "determination year" were substituted for "look back
year".

A "highly compensated former employee" includes any Employee who separated from
service from an Employer and all Related Companies (or is deemed to have
separated from service from an Employer and all Related Companies) prior to the
determination year, performed no services for an Employer during the
determination year, and was a highly compensated active employee for either the
separation year or any determination year ending on or after the date the
Employee attains age 55.

The determination of who is a Highly Compensated Employee hereunder, including
determinations as to the number and identity of employees in the top paid group,
the 100 employees receiving the greatest compensation from an Employer, the
number of employees treated as officers, and the compensation considered, shall
be made in accordance with the provisions of Section 414(q) of the Code and
regulations issued thereunder. For purposes of this definition, the following
terms have the following meanings:

(a)          The "determination year" means the Plan Year or, if the
             Administrator makes the election provided in paragraph (b) below,
             the period of time, if any, which extends beyond the look back year
             and ends on the last day of the Plan Year for which testing is
             being performed (the "lag period"). If the lag period is less than
             12 months long, the dollar amounts specified in (ii), (iii), and
             (iv) above shall be prorated based upon the number of months in the
             lag period.

(b)          The "look back year" means the 12-month period immediately
             preceding the determination year; provided, however, that the
             Administrator may elect instead to treat the calendar year ending
             with or within the determination year as the "look back year".

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An "HOUR OF SERVICE" with respect to a person means each hour, if any, that may
be credited to him in accordance with the provisions of Article II.

An "INVESTMENT FUND" means any separate investment Trust Fund maintained by the
Trustee as may be provided in the Plan or the Trust Agreement or any separate
investment fund maintained by the Trustee, to the extent that there are
Participant Sub-Accounts under such funds, to which assets of the Trust may be
allocated and separately invested.

A "MATCHING CONTRIBUTION" means any Employer Contribution made to the Plan on
account of a Participant's Tax-Deferred Contributions as provided in Article VI.

The "NORMAL RETIREMENT DATE" of an employee means the date he attains age 65.

A "PARTICIPANT" means any person who has a Separate Account in the Trust.

The "PLAN" means BroadBand Technologies, Inc. 401(k) Plan, as from time to time
in effect.

A "PLAN YEAR" means the 12-consecutive-month period ending December 31.

A "PROFIT-SHARING CONTRIBUTION" means any Employer Contribution made to the Plan
as provided in Article VI, other than Matching Contributions and Qualified
Nonelective Contributions.

A "QUALIFIED NONELECTIVE CONTRIBUTION" means any Employer Contribution made to
the Plan as provided in Article VI that may be taken into account to satisfy the
limitations on contributions by Highly Compensated Employees under Article VII.

A "RELATED COMPANY" means any corporation or business, other than an Employer,
which would be aggregated with an Employer for a relevant purpose under Section
414 of the Code.

A "ROLLOVER CONTRIBUTION" means any rollover contribution to the Plan made by a
Participant as may be permitted under Article V.

A "SEPARATE ACCOUNT" means the account maintained by the Trustee in the name of
a Participant that reflects his interest in the Trust and any Sub-Accounts
maintained thereunder, as provided in Article VIII.

The "SETTLEMENT DATE" of a Participant means the date on which a Participant's
interest under the Plan becomes distributable in accordance with Article XV.

The "SPONSOR" means BroadBand Technologies, Inc., and any successor thereto.

A "SUB-ACCOUNT" means any of the individual sub-accounts of a Participant's
Separate Account that is maintained as provided in Article VIII.

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A "TAX-DEFERRED CONTRIBUTION" means the amount contributed to the Plan on a
Participant's behalf by his Employer in accordance with his reduction
authorization executed pursuant to Article IV.

The "TRUST" means the trust maintained by the Trustee under the Trust Agreement.

The "TRUST AGREEMENT" means the agreement entered into between the Sponsor and
the Trustee relating to the holding, investment, and reinvestment of the assets
of the Plan, together with all amendments thereto.

The "TRUSTEE" means the trustee or any successor trustee which at the time shall
be designated, qualified, and acting under the Trust Agreement. The Sponsor may
designate a person or persons other than the Trustee to perform any
responsibility of the Trustee under the Plan, other than trustee
responsibilities as defined in Section 405(c)(3) of ERISA, and the Trustee shall
not be liable for the performance of such person in carrying out such
responsibility except as otherwise provided by ERISA. The term Trustee shall
include any delegate of the Trustee as may be provided in the Trust Agreement.

A "TRUST FUND" means any fund maintained under the Trust by the Trustee.

A "VALUATION DATE" means the date or dates designated by the Sponsor and
communicated in writing to the Trustee for the purpose of valuing the General
Fund and each Investment Fund and adjusting Separate Accounts and Sub-Accounts
hereunder, which dates need not be uniform with respect to the General Fund,
each Investment Fund, Separate Account, or Sub-Account; provided, however, that
the General Fund and each Investment Fund shall be valued and each Separate
Account and Sub-Account shall be adjusted no less often than once annually.

The "VESTING SERVICE" of an employee means the period or periods of service
credited to him under the provisions of Article II for purposes of determining
his vested interest in his Employer Contributions Sub-Account, if Employer
Contributions are provided for under either Article VI or Article XXII.

1.2 -      INTERPRETATION

Where required by the context, the noun, verb, adjective, and adverb forms of
each defined term shall include any of its other forms. Wherever used herein,
the masculine pronoun shall include the feminine, the singular shall include the
plural, and the plural shall include the singular.

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                                   ARTICLE II
                                     SERVICE


2.1 -      DEFINITIONS

For purposes of this Article, the following terms have the following meanings:

(a)      The "continuous service" of an employee means the service credited to
         him in accordance with the provisions of Section 2.3 of the Plan.

(b)      The "employment commencement date" of an employee means the date he
         first completes an Hour of Service.

(c)      A "maternity/paternity absence" means a person's absence from
         employment with an Employer or a Related Company because of the
         person's pregnancy, the birth of the person's child, the placement of a
         child with the person in connection with the person's adoption of the
         child, or the caring for the person's child immediately following the
         child's birth or adoption. A person's absence from employment will not
         be considered a maternity/paternity absence unless the person furnishes
         the Administrator such timely information as may reasonably be required
         to establish that the absence was for one of the purposes enumerated in
         this paragraph and to establish the number of days of absence
         attributable to such purpose.

(d)      The "reemployment commencement date" of an employee means the first
         date following a severance date on which he again completes an Hour of
         Service.

(e)      The "severance date" of an employee means the earlier of (i) the date
         on which he retires, dies, or his employment with an Employer and all
         Related Companies is otherwise terminated, or (ii) the first
         anniversary of the first date of a period during which he is absent
         from work with an Employer and all Related Companies for any other
         reason; provided, however, that if he terminates employment with or is
         absent from work with an Employer and all Related Companies on account
         of service with the armed forces of the United States, he shall not
         incur a severance date if he is eligible for reemployment rights under
         the Uniformed Services Employment and Reemployment Rights Act of 1994
         and he returns to work with an Employer or a Related Company within the
         period during which he retains such reemployment rights.

2.2 -    CREDITING OF HOURS OF SERVICE

A person shall be credited with an Hour of Service for each hour for which he is
paid, or entitled to payment, for the performance of duties for an Employer or
any Related Company.

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2.3 -    CREDITING OF CONTINUOUS SERVICE

A person shall be credited with continuous service for the aggregate of the
periods of time between his employment commencement date or any reemployment
commencement date and the severance date that next follows such employment
commencement date or reemployment commencement date; provided, however, that an
employee who has a reemployment commencement date within the
12-consecutive-month period following the earlier of the first date of his
absence or his severance date shall be credited with continuous service for the
period between such severance date and reemployment commencement date.

2.4 -      ELIGIBILITY SERVICE

There shall be no Eligibility Service credited under the Plan.

2.5 -      VESTING SERVICE

Years of Vesting Service shall be determined in accordance with the following
provisions:

(a)      An employee shall be credited with years of Vesting Service equal to
         his period of continuous service.

(b)      Notwithstanding the provisions of paragraph (a), continuous service
         completed by an employee prior to a severance date shall not be
         included in determining the employee's years of Vesting Service unless
         the employee had a nonforfeitable right to any portion of his Separate
         Account, excluding that portion of his Separate Account that is
         attributable to After-Tax or Rollover Contributions, as of the
         severance date, or the period of time between the severance date and
         his reemployment commencement date is less than the greater of five
         years or his period of continuous service determined as of the
         severance date; and provided, however, that solely for purposes of
         applying this paragraph, if a person is on a maternity/paternity
         absence beyond the first anniversary of the first day of such absence,
         his severance date shall be the second anniversary of the first day of
         such maternity/paternity absence.

2.6 -      CREDITING OF SERVICE ON TRANSFER OR AMENDMENT

Notwithstanding any other provision of the Plan to the contrary, if an Employee
is transferred from employment covered under a qualified plan maintained by an
Employer or a Related Company for which service is credited based on Hours of
Service and computation periods in accordance with Department of Labor
Regulations ss.2530.200 through 2530.203 to employment covered under the Plan
or, prior to amendment, the Plan provided for crediting of service on the basis
of Hours of Service and computation periods, an affected Employee shall be
credited with Vesting Service hereunder equal to:


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(a)      the Employee's years of service credited to him under the Hours of
         Service method before the computation period in which the transfer or
         the effective date of the amendment occurs, plus

(b)      the greater of (i) the period of service that would be credited to the
         Employee under the elapsed time method provided hereunder for his
         employment during the entire computation period in which the transfer
         or the effective date of the amendment occurs or (ii) the service taken
         into account under the Hours of Service method for such computation
         period as of the transfer date or the effective date of the amendment,
         plus

(c)      the service credited to such Employee under the elapsed time method
         provided hereunder for the period of time beginning on the day after
         the anniversary of his employment commencement or reemployment
         commencement date in the computation period in which the transfer or
         the effective date of the amendment occurs.

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                                   ARTICLE III
                                   ELIGIBILITY


3.1 -      ELIGIBILITY

Each Employee who was an Eligible Employee immediately prior to the effective
date of this amendment and restatement shall continue to be an Eligible
Employee. Each other Employee shall become an Eligible Employee as of the
Enrollment Date coinciding with or next following the later of (i) his
employment commencement date or (ii) the date on which he has attained age 21.

3.2 -      TRANSFERS OF EMPLOYMENT

If a person is transferred directly from employment with an Employer or with a
Related Company in a capacity other than as an Employee to employment as an
Employee, he shall become an Eligible Employee as of the date he is so
transferred if prior to an Enrollment Date coinciding with or preceding such
transfer date he has met the eligibility requirements of Section 3.1. Otherwise,
the eligibility of a person who is so transferred to elect to have Tax-Deferred
Contributions made to the Plan on his behalf or to make After-Tax Contributions
to the Plan shall be determined in accordance with Section 3.1.

3.3 -      REEMPLOYMENT

If a person who terminated employment with an Employer and all Related Companies
is reemployed as an Employee and if he had been an Eligible Employee prior to
his termination of employment, he shall again become an Eligible Employee on the
date he is reemployed. Otherwise, the eligibility of a person who terminated
employment with an Employer and all Related Companies and who is reemployed by
an Employer or a Related Company to elect to have Tax-Deferred Contributions
made to the Plan on his behalf or to make After-Tax Contributions to the Plan
shall be determined in accordance with Section 3.1 or 3.2.

3.4 -      NOTIFICATION CONCERNING NEW ELIGIBLE EMPLOYEES

Each Employer shall notify the Administrator as soon as practicable of Employees
becoming Eligible Employees as of any date.

3.5 -      EFFECT AND DURATION

Upon becoming an Eligible Employee, an Employee shall be entitled to elect to
have Tax-Deferred Contributions made to the Plan on his behalf and to make
After-Tax Contributions to the Plan and shall be bound by all the terms and
conditions of the Plan and the Trust Agreement. A person shall continue as an
Eligible Employee eligible to have Tax-Deferred Contributions made to the Plan
on his behalf and to make After-Tax Contributions to the Plan only so long as he
continues in employment as an Employee.

                                                                              65
<PAGE>


                                   ARTICLE IV
                           TAX-DEFERRED CONTRIBUTIONS


4.1 -      TAX-DEFERRED CONTRIBUTIONS

Effective as of the date he becomes an Eligible Employee, or any subsequent
Enrollment Date, each Eligible Employee may elect in writing in accordance with
rules prescribed by the Administrator to have Tax-Deferred Contributions made to
the Plan on his behalf by his Employer as hereinafter provided. An Eligible
Employee's written election shall include his authorization for his Employer to
reduce his Compensation and to make Tax-Deferred Contributions on his behalf and
his election as to the investment of his contributions in accordance with
Article X. Tax-Deferred Contributions on behalf of an Eligible Employee shall
commence with the first payment of Compensation made on or after the date on
which his election is effective.

4.2 -      AMOUNT OF TAX-DEFERRED CONTRIBUTIONS

The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an
Eligible Employee by his Employer shall be an integral percentage of his
Compensation. In the event an Eligible Employee elects to have his Employer make
Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for
each payroll period by the percentage he elects to have contributed on his
behalf to the Plan in accordance with the terms of his currently effective
reduction authorization.

4.3 -      CHANGES IN REDUCTION AUTHORIZATION

An Eligible Employee may change the percentage of his future Compensation that
his Employer contributes on his behalf as Tax-Deferred Contributions at such
time or times during the Plan Year as the Administrator may prescribe by filing
an amended reduction authorization with his Employer such number of days prior
to the date such change is to become effective as the Administrator shall
prescribe. An Eligible Employee who changes his reduction authorization shall be
limited to selecting a percentage of his Compensation that is otherwise
permitted hereunder. Tax-Deferred Contributions shall be made on behalf of such
Eligible Employee by his Employer pursuant to his amended reduction
authorization filed in accordance with this Section commencing with Compensation
paid to the Eligible Employee on or after the date such filing is effective,
until otherwise altered or terminated in accordance with the Plan.

4.4 -      SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS

An Eligible Employee on whose behalf Tax-Deferred Contributions are being made
may have such contributions suspended at any time by giving such number of days
advance written notice to his Employer as the Administrator shall prescribe. Any
such voluntary suspension shall take effect commencing with Compensation paid to
such Eligible Employee on or after the

                                                                              66
<PAGE>


expiration of the required notice period and shall remain in effect until
Tax-Deferred Contributions are resumed as hereinafter set forth.

4.5 -      RESUMPTION OF TAX-DEFERRED CONTRIBUTIONS

An Eligible Employee who has voluntarily suspended his Tax-Deferred
Contributions may have such contributions resumed at such time or times during
the Plan Year as the Administrator may prescribe, by filing a new reduction
authorization with his Employer such number of days prior to the date as of
which such contributions are to be resumed as the Administrator shall prescribe.

4.6 -      DELIVERY OF TAX-DEFERRED CONTRIBUTIONS

As soon after the date an amount would otherwise be paid to an Employee as it
can reasonably be separated from Employer assets, each Employer shall cause to
be delivered to the Trustee in cash all Tax-Deferred Contributions attributable
to such amounts.

4.7 -      VESTING OF TAX-DEFERRED CONTRIBUTIONS

A Participant's vested interest in his Tax-Deferred Contributions Sub-Account
shall be at all times 100 percent.


                                                                              67
<PAGE>


                                    ARTICLE V
                      AFTER-TAX AND ROLLOVER CONTRIBUTIONS


5.1 -      AFTER-TAX CONTRIBUTIONS

An Eligible Employee may elect in writing in accordance with rules prescribed by
the Administrator to make After-Tax Contributions to the Plan. After-Tax
Contributions may be made either by payroll withholding and/or by delivery of a
cash amount to an Eligible Employee's Employer, as determined by the
Administrator. If the Eligible Employee does not already have an investment
election on file with the Administrator, his election to make After-Tax
Contributions to the Plan shall include his election as to the investment of his
contributions in accordance with Article X. An Eligible Employee's election to
make After-Tax Contributions by payroll withholding may be made effective as of
any Enrollment Date occurring on or after the date on which he becomes an
Eligible Employee. After-Tax Contributions by payroll withholding shall commence
with the first payment of Compensation made on or after the Enrollment Date on
which the Eligible Employee's election is effective.

5.2 -      AMOUNT OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING

The amount of After-Tax Contributions made by an Eligible Employee by payroll
withholding shall be an integral percentage of his Compensation of not less than
1 percent nor more than 10 percent.

5.3 -      CHANGES IN PAYROLL WITHHOLDING AUTHORIZATION

An Eligible Employee may change the percentage of his future Compensation that
he contributes to the Plan as After-Tax Contributions by payroll withholding at
such time or times during the Plan Year as the Administrator may prescribe by
filing an amended payroll withholding authorization with his Employer such
number of days prior to the date such change is to become effective as the
Administrator shall prescribe. An Eligible Employee who changes his payroll
withholding authorization shall be limited to selecting a percentage of his
Compensation that is otherwise permitted under Section 5.2. After-Tax
Contributions shall be made pursuant to an Eligible Employee's amended payroll
withholding authorization filed in accordance with this Section commencing with
Compensation paid to the Eligible Employee on or after the date such filing is
effective, until otherwise altered or terminated in accordance with the Plan.

5.4 -      SUSPENSION OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING

An Eligible Employee who is making After-Tax Contributions by payroll
withholding may have such contributions suspended at any time by giving such
number of days advance written notice to his Employer as the Administrator shall
prescribe. Any such voluntary suspension shall take effect commencing with
Compensation paid to such Eligible Employee on or after the expiration of the
required notice period and shall remain in effect until After-Tax Contributions
are resumed as hereinafter set forth.


                                                                              68
<PAGE>


5.5 -      RESUMPTION OF AFTER-TAX CONTRIBUTIONS BY PAYROLL WITHHOLDING

An Eligible Employee who has voluntarily suspended his After-Tax Contributions
made by payroll withholding in accordance with Section 5.4 may have such
contributions resumed at such time or times during the Plan Year as the
Administrator may prescribe by filing a new payroll withholding authorization
with his Employer such number of days prior to the date as of which such
contributions are to be resumed as the Administrator shall prescribe.

5.6 -      ROLLOVER CONTRIBUTIONS

An Employee who was a participant in a plan qualified under Section 401 or 403
of the Code and who receives a cash distribution from such plan that he elects
either (i) to roll over immediately to a qualified retirement plan or (ii) to
roll over into a conduit IRA from which he receives a later cash distribution,
may elect to make a Rollover Contribution to the Plan if he is entitled under
Section 402(c), Section 403(a)(4), or Section 408(d)(3)(A) of the Code to roll
over such distribution to another qualified retirement plan. The Administrator
may require an Employee to provide it with such information as it seems
necessary or desirable to show that he is entitled to roll over such
distribution to another qualified retirement plan. An Employee shall make a
Rollover Contribution to the Plan by delivering, or causing to be delivered, to
the Trustee the cash that constitutes the Rollover Contribution amount within 60
days of receipt of the distribution from the plan or from the conduit IRA in the
manner prescribed by the Administrator. If the Employee does not already have an
investment election on file with the Administrator, the Employee shall also
deliver to the Administrator his election as to the investment of his
contributions in accordance with Article X.

5.7 -      DELIVERY OF AFTER-TAX CONTRIBUTIONS

As soon after the date an amount would otherwise be paid to an Employee as it
can reasonably be separated from Employer assets or as soon as reasonably
practicable after an amount has been delivered to an Employer by an Employee,
the Employer shall cause to be delivered to the Trustee in cash the After-Tax
Contributions attributable to such amount.

5.8 -      VESTING OF AFTER-TAX CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS

A Participant's vested interest in his After-Tax Contributions Sub-Account and
his Rollover Contributions Sub-Account shall be at all times 100 percent.

                                                                              69
<PAGE>


                                   ARTICLE VI
                             EMPLOYER CONTRIBUTIONS


6.1 -      CONTRIBUTION PERIOD

The Contribution Period for Matching Contributions under the Plan shall be each
payroll period. The Contribution Period for Qualified Nonelective Contributions
under the Plan shall be each Plan Year. The Contribution Period for
Profit-Sharing Contributions under the Plan shall be each Plan Year.

6.2 -      PROFIT-SHARING CONTRIBUTIONS

Each Employer may, in its discretion, make a Profit-Sharing Contribution to the
Plan for the Contribution Period in an amount determined by the Sponsor.

6.3 -      ALLOCATION OF PROFIT-SHARING CONTRIBUTIONS

Any Profit-Sharing Contribution made for a Contribution Period shall be
allocated among the Employees who are eligible to participate in the allocation
of Profit-Sharing Contributions for the Contribution Period, as determined under
this Article. The allocable share of each such Employee shall be in the ratio
which his Compensation from the Employers for the Contribution Period bears to
the aggregate of such Compensation for all such Employees.

6.4 -      QUALIFIED NONELECTIVE CONTRIBUTIONS

Each Employer may, in its discretion, make a Qualified Nonelective Contribution
to the Plan for the Contribution Period in an amount determined by the Sponsor.

6.5 -      ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS

Any Qualified Nonelective Contribution made by an Employer for the Contribution
Period shall be allocated among its Employees during the Contribution Period who
are eligible to participate in the allocation of Qualified Nonelective
Contributions for the Contribution Period, as determined under this Article,
other than any such Employee who is a Highly Compensated Employee. The allocable
share of each such Employee shall be either (i) in the ratio which his
Compensation from the Employer for the Contribution Period bears to the
aggregate of such Compensation for all such Employees or (ii) a flat dollar
amount, as determined by the Sponsor for the Contribution Period.

6.6 -      MATCHING CONTRIBUTIONS

Each Employer shall make a Matching Contribution to the Plan for each
Contribution Period in an amount equal to 50 percent of the aggregate

                                                                              70
<PAGE>


"eligible Tax-Deferred Contributions" for the Contribution Period made on behalf
of its Employees during the Contribution Period who are eligible to participate
in the allocation of Matching Contributions for the Contribution Period, as
determined under this Article. For purposes of this Article, "eligible
Tax-Deferred Contributions" with respect to an Employee mean the Tax-Deferred
Contributions made on his behalf for the Contribution Period in an amount up to,
but not exceeding, the "match level". For purposes of this Article, the "match
level" means 6 percent of an Employee's Compensation for the Contribution
Period.

6.7 -      ALLOCATION OF MATCHING CONTRIBUTIONS

Any Matching Contribution made by an Employer for the Contribution Period shall
be allocated among its Employees during the Contribution Period who are eligible
to participate in the allocation of Matching Contributions for the Contribution
Period, as determined under this Article. The allocable share of each such
Employee shall be an amount equal to 50 percent of the "eligible Tax-Deferred
Contributions" made on his behalf for the Contribution Period.

6.8 -      VERIFICATION OF AMOUNT OF EMPLOYER CONTRIBUTIONS BY THE SPONSOR

The Sponsor shall verify the amount of Employer Contributions to be made by each
Employer in accordance with the provisions of the Plan. Notwithstanding any
other provision of the Plan to the contrary, the Sponsor shall determine the
portion of the Employer Contribution to be made by each Employer with respect to
an Employee who transfers from employment with one Employer as an Employee to
employment with another Employer as an Employee.

6.9 -      PAYMENT OF EMPLOYER CONTRIBUTIONS

Employer Contributions made for a Contribution Period shall be paid in cash or
in qualifying employer securities, as defined in Section 407(d)(5) of ERISA, to
the Trustee within the period of time required under the Code in order for the
contribution to be deductible by the Employer in determining its Federal income
taxes for the Plan Year.

6.10 -       ELIGIBILITY TO PARTICIPATE IN ALLOCATION

Each Employee shall be eligible to participate in the allocation of Employer
Contributions beginning on the date he becomes, or again becomes, an Eligible
Employee in accordance with the provisions of Article III. Notwithstanding the
foregoing, no person shall be eligible to participate in the allocation of
Profit-Sharing Contributions for a Contribution Period unless (i) he is employed
by an Employer or a Related Company on the last day of the Contribution Period
and (ii) he has completed at least 1,000 Hours of Service during the Plan Year;
provided, however, that the foregoing provisions shall not apply to a person who
terminates employment during the Plan Year on or after his Normal Retirement
Date or because of death or physical or mental disability such that either (i)
he can no longer continue in the service of his Employer and is eligible to
receive a

                                                                              71
<PAGE>


disability benefit under the terms of the Social Security Act, (ii) he can no
longer continue in the service of his Employer and is eligible to receive a
benefit under his Employer's long-term disability plan, or (iii) he can no
longer continue in the service of his Employer, as determined by the
Administrator on the basis of a written certificate of a physician acceptable to
it; and provided, further, that if the Plan would not otherwise meet the minimum
coverage requirements of Section 410(b) of the Code in any Plan Year, the group
of Employees eligible to participate in the allocation of Profit-Sharing
Contributions shall be expanded to include the minimum number of Employees who
would be eligible to participate except for their failure to complete the
required number of Hours of Service during the Plan Year that is necessary to
meet the minimum coverage requirements. The Employees who become eligible to
participate under the provisions of the immediately preceding clause shall be
those Employees who have completed the greatest number of Hours of Service
during the Plan Year. If the Plan still would not meet the minimum coverage
requirements of Section 410(b) of the Code, the group of Employees shall be
expanded further to include the minimum number of Employees who are not employed
by an Employer or a Related Company on the last day of the Contribution Period
that is necessary to meet the minimum coverage requirements. The Employees who
become eligible to participate under the provisions of the immediately preceding
sentence shall be those Employees who have completed the greatest number of
Hours of Service during the Contribution Period.

6.11 -       VESTING OF EMPLOYER CONTRIBUTIONS

A Participant's vested interest in his Qualified Nonelective Contributions
Sub-Account shall be at all times 100 percent. A Participant's vested interest
in his Profit-Sharing and Matching Contributions Sub-Accounts shall be
determined in accordance with the following schedule:

         Years of Vesting Service                             Vested Interest
         ------------------------                             ---------------

               Less than 1                                            0%
               1 but less than 2                                     20%
               2 but less than 3                                     40%
               3 but less than 4                                     60%
               4 but less than 5                                     80%
               5 or more                                            100%

Notwithstanding the foregoing, if a Participant is employed by an Employer or a
Related Company on his Normal Retirement Date, the date dies or the date he
becomes physically or mentally disabled such that either (i) he can no longer
continue in the service of his Employer and is eligible to receive a disability
benefit under the terms of the Social Security Act, (ii) he can no longer
continue in the service of his Employer and is eligible to receive a benefit
under his Employer's long-term disability plan, or (iii) he can no longer
continue in the service of his Employer, as determined by the Administrator on
the basis of a written certificate of a physician acceptable to it, his vested
interest in his Profit-Sharing and Matching Contributions Sub-Accounts shall be
100 percent.

                                                                              72
<PAGE>


6.12 -       ELECTION OF FORMER VESTING SCHEDULE

If the Sponsor adopts an amendment to the Plan that directly or indirectly
affects the computation of a Participant's vested interest in his Employer
Contributions Sub-Account, any Participant with three or more years of Vesting
Service shall have a right to have his vested interest in his Employer
Contributions Sub-Account continue to be determined under the vesting provisions
in effect prior to the amendment rather than under the new vesting provisions,
unless the vested interest of the Participant in his Employer Contributions
Sub-Account under the Plan as amended is not at any time less than such vested
interest determined without regard to the amendment. A Participant shall
exercise his right under this Section by giving written notice of his exercise
thereof to the Administrator within 60 days after the latest of (i) the date he
receives notice of the amendment from the Administrator, (ii) the effective date
of the amendment, or (iii) the date the amendment is adopted. Notwithstanding
the foregoing, a Participant's vested interest in his Employer Contributions
Sub-Account on the effective date of such an amendment shall not be less than
his vested interest in his Employer Contributions Sub-Account immediately prior
to the effective date of the amendment.

6.13 -       FORFEITURES TO REDUCE EMPLOYER CONTRIBUTIONS

Notwithstanding any other provision of the Plan to the contrary, the amount of
the Employer Contribution required under this Article for a Plan Year shall be
reduced by the amount of any forfeitures occurring during the Plan Year that are
not used to pay Plan expenses.

                                                                              73
<PAGE>


                                   ARTICLE VII
                          LIMITATIONS ON CONTRIBUTIONS


7.1 -      DEFINITIONS

For purposes of this Article, the following terms have the following meanings:

(a)      The "actual deferral percentage" with respect to an Eligible Employee
         for a particular Plan Year means the ratio of the Tax-Deferred
         Contributions made on his behalf for the Plan Year to his test
         compensation for the Plan Year, except that, to the extent permitted by
         regulations issued under Section 401(k) of the Code, the Sponsor may
         elect to take into account in computing the numerator of each Eligible
         Employee's actual deferral percentage the qualified nonelective
         contributions made to the Plan on his behalf for the Plan Year;
         provided, however, that contributions made on a Participant's behalf
         for a Plan Year shall be included in determining his actual deferral
         percentage for such Plan Year only if the contributions are made to the
         Plan prior to the end of the 12-month period immediately following the
         Plan Year to which the contributions relate. The determination and
         treatment of the actual deferral percentage amounts for any Participant
         shall satisfy such other requirements as may be prescribed by the
         Secretary of the Treasury.

(b)      The "aggregate limit" means the sum of (i) 125 percent of the greater
         of the average contribution percentage for eligible participants other
         than Highly Compensated Employees or the average actual deferral
         percentage for Eligible Employees other than Highly Compensated
         Employees and (ii) the lesser of 200 percent or two plus the lesser of
         such average contribution percentage or average actual deferral
         percentage, or, if it would result in a larger aggregate limit, the sum
         of (iii) 125 percent of the lesser of the average contribution
         percentage for eligible participants other than Highly Compensated
         Employees or the average actual deferral percentage for Eligible
         Employees other than Highly Compensated Employees and (iv) the lesser
         of 200 percent or two plus the greater of such average contribution
         percentage or average actual deferral percentage.

(c)      The "annual addition" with respect to a Participant for a limitation
         year means the sum of the Tax-Deferred Contributions, Employer
         Contributions, and After-Tax Contributions allocated to his Separate
         Account for the limitation year (including any excess contributions
         that are distributed pursuant to this Article), the employer
         contributions, employee contributions, and forfeitures allocated to his
         accounts for the limitation year under any other qualified defined
         contribution plan (whether or not terminated) maintained by an Employer
         or a Related Company concurrently with the Plan, and amounts described
         in Sections 415(l)(2) and 419A(d)(2) of the Code allocated to his
         account for the limitation year.

                                                                              74
<PAGE>



(d)      The "Code Section 402(g) limit" means the dollar limit imposed by
         Section 402(g)(1) of the Code or established by the Secretary of the
         Treasury pursuant to Section 402(g)(5) of the Code in effect on January
         1 of the calendar year in which an Eligible Employee's taxable year
         begins.

(e)      The "contribution percentage" with respect to an eligible participant
         for a particular Plan Year means the ratio of the sum of the matching
         contributions made to the Plan on his behalf and the After-Tax
         Contributions made by him for the Plan Year to his test compensation
         for such Plan Year, except that, to the extent permitted by regulations
         issued under Section 401(m) of the Code, the Sponsor may elect to take
         into account in computing the numerator of each eligible participant's
         contribution percentage the Tax-Deferred Contributions and/or qualified
         nonelective contributions made to the Plan on his behalf for the Plan
         Year; provided, however, that any Tax-Deferred Contributions and/or
         qualified nonelective contributions that were taken into account in
         computing the numerator of an eligible participant's actual deferral
         percentage may not be taken into account in computing the numerator of
         his contribution percentage; and provided, further, that contributions
         made by or on a Participant's behalf for a Plan Year shall be included
         in determining his contribution percentage for such Plan Year only if
         the contributions are made to the Plan prior to the end of the 12-month
         period immediately following the Plan Year to which the contributions
         relate. The determination and treatment of the contribution percentage
         amounts for any Participant shall satisfy such other requirements as
         may be prescribed by the Secretary of the Treasury.

(f)      An "elective contribution" means any employer contribution made to a
         plan maintained by an Employer or any Related Company on behalf of a
         Participant in lieu of cash compensation pursuant to his written
         election to defer under any qualified CODA as described in Section
         401(k) of the Code, any simplified employee pension cash or deferred
         arrangement as described in Section 402(h)(1)(B) of the Code, any
         eligible deferred compensation plan under Section 457 of the Code, or
         any plan as described in Section 501(c)(18) of the Code, and any
         contribution made on behalf of the Participant by an Employer or a
         Related Company for the purchase of an annuity contract under Section
         403(b) of the Code pursuant to a salary reduction agreement.

(g)      An "eligible participant" means any Employee who is eligible to make
         After-Tax Contributions or to have Tax-Deferred Contributions made on
         his behalf (if Tax-Deferred Contributions are taken into account in
         computing contribution percentages) or to participate in the allocation
         of matching contributions.

(h)      An "excess deferral" with respect to a Participant means that portion
         of a Participant's Tax-Deferred Contributions that when added to
         amounts deferred under other plans or arrangements


                                                                              75
<PAGE>


         described in Sections 401(k), 408(k), or 403(b) of the Code, would
         exceed the Code Section 402(g) limit and is includable in the
         Participant's gross income under Section 402(g) of the Code.

(i)      A "family member" of an Employee means the Employee's spouse, his
         lineal ascendants, his lineal descendants, and the spouses of such
         lineal ascendants and descendants.

(j)      A "limitation year" means the Plan Year.

(k)      A "matching contribution" means any employer contribution allocated to
         an Eligible Employee's account under the Plan or any other plan of an
         Employer or a Related Company solely on account of elective
         contributions made on his behalf or employee contributions made by him.

(l)      A "qualified nonelective contribution" means any employer contribution
         made on behalf of a Participant that the Participant could not elect
         instead to receive in cash, that is a qualified nonelective
         contribution as defined in Section 401(k) and Section 401(m) of the
         Code and regulations issued thereunder, is nonforfeitable when made,
         and is distributable only as permitted in regulations issued under
         Section 401(k) of the Code.

(m)      The "test compensation" of an Eligible Employee for a Plan Year means
         compensation as defined in Section 414(s) of the Code and regulations
         issued thereunder, limited, however, to (1) $200,000 for Plan Years
         beginning prior to January 1, 1994, or (2) $150,000 for Plan Years
         beginning on or after January 1, 1994 (subject to adjustment annually
         as provided in Section 401(a)(17)(B) and Section 415(d) of the Code;
         provided, however, that the dollar increase in effect on January 1 of
         any calendar year, if any, is effective for Plan Years beginning in
         such calendar year). If the test compensation of a Participant is
         determined over a period of time that contains fewer than 12 calendar
         months, then the annual compensation limitation described above shall
         be adjusted with respect to that Participant by multiplying the annual
         compensation limitation in effect for the Plan Year by a fraction the
         numerator of which is the number of full months in the period and the
         denominator of which is 12; provided, however, that no proration is
         required for a Participant who is covered under the Plan for less than
         one full Plan Year if the formula for allocations is based on
         Compensation for a period of at least 12 months. In determining the
         test compensation, for purposes of applying the annual compensation
         limitation described above, of a Participant who is a five percent
         owner or among the ten Highly Compensated Employees receiving the
         greatest test compensation for the limitation year, the test
         compensation of the Participant's spouse and of his lineal descendants
         who have not attained age 19 as of the close of the limitation year
         shall be included as test compensation of the Participant for the
         limitation year. If as a result of applying the family aggregation rule
         described in the preceding sentence the

                                                                              76
<PAGE>



         annual compensation limitation would be exceeded, the limitation shall
         be prorated among the affected family members in proportion to each
         member's test compensation as determined prior to application of the
         family aggregation rules.

7.2 -      CODE SECTION 402(G) LIMIT

In no event shall the amount of the Tax-Deferred Contributions made on behalf of
an Eligible Employee for his taxable year, when aggregated with any elective
contributions made on behalf of the Eligible Employee under any other plan of an
Employer or a Related Company for his taxable year, exceed the Code Section
402(g) limit. In the event that the Administrator determines that the reduction
percentage elected by an Eligible Employee will result in his exceeding the Code
Section 402(g) limit, the Administrator may adjust the reduction authorization
of such Eligible Employee by reducing the percentage of his Tax-Deferred
Contributions to such smaller percentage that will result in the Code Section
402(g) limit not being exceeded. If the Administrator determines that the
Tax-Deferred Contributions made on behalf of an Eligible Employee would exceed
the Code Section 402(g) limit for his taxable year, the Tax-Deferred
Contributions for such Participant shall be automatically suspended for the
remainder, if any, of such taxable year. If an Employer notifies the
Administrator that the Code Section 402(g) limit has nevertheless been exceeded
by an Eligible Employee for his taxable year, the Tax-Deferred Contributions
that, when aggregated with elective contributions made on behalf of the Eligible
Employee under any other plan of an Employer or a Related Company, would exceed
the Code Section 402(g) limit, plus any income and minus any losses attributable
thereto, shall be distributed to the Eligible Employee no later than the April
15 immediately following such taxable year. Any Tax-Deferred Contributions that
are distributed to an Eligible Employee in accordance with this Section shall
not be taken into account in computing the Eligible Employee's actual deferral
percentage for the Plan Year in which the Tax-Deferred Contributions were made,
unless the Eligible Employee is a Highly Compensated Employee. If an amount of
Tax-Deferred Contributions is distributed to a Participant in accordance with
this Section, matching contributions that are attributable solely to the
distributed Tax-Deferred Contributions, plus any income and minus any losses
attributable thereto, shall be forfeited by the Participant. Any such forfeited
amounts shall be treated as a forfeiture under the Plan in accordance with the
provisions of Article XIV as of the last day of the month in which the
distribution of Tax-Deferred Contributions pursuant to this Section occurs.

7.3 -      DISTRIBUTION OF EXCESS DEFERRALS

Notwithstanding any other provision of the Plan to the contrary, if a
Participant notifies the Administrator in writing no later than the March 1
following the close of the Participant's taxable year that excess deferrals have
been made on his behalf under the Plan for such taxable year, the excess
deferrals, plus any income and minus any losses attributable thereto, shall be
distributed to the Participant no later than the April 15

                                                                              77
<PAGE>


immediately following such taxable year. Any Tax-Deferred Contributions that are
distributed to a Participant in accordance with this Section shall nevertheless
be taken into account in computing the Participant's actual deferral percentage
for the Plan Year in which the Tax-Deferred Contributions were made. If an
amount of Tax-Deferred Contributions is distributed to a Participant in
accordance with this Section, matching contributions that are attributable
solely to the distributed Tax-Deferred Contributions, plus any income and minus
any losses attributable thereto, shall be forfeited by the Participant. Any such
forfeited amounts shall be treated as a forfeiture under the Plan in accordance
with the provisions of Article XIV as of the last day of the month in which the
distribution of Tax-Deferred Contributions pursuant to this Section occurs.

7.4 -      LIMITATION ON TAX-DEFERRED CONTRIBUTIONS OF HIGHLY COMPENSATED
EMPLOYEES

Notwithstanding any other provision of the Plan to the contrary, the
Tax-Deferred Contributions made with respect to a Plan Year on behalf of
Eligible Employees who are Highly Compensated Employees may not result in an
average actual deferral percentage for such Eligible Employees that exceeds the
greater of:

(a)      a percentage that is equal to 125 percent of the average actual
         deferral percentage for all other Eligible Employees; or

(b)      a percentage that is not more than 200 percent of the average actual
         deferral percentage for all other Eligible Employees and that is not
         more than two percentage points higher than the average actual deferral
         percentage for all other Eligible Employees.

In order to assure that the limitation contained herein is not exceeded with
respect to a Plan Year, the Administrator is authorized to suspend completely
further Tax-Deferred Contributions on behalf of Highly Compensated Employees for
any remaining portion of a Plan Year or to adjust the projected actual deferral
percentages of Highly Compensated Employees by reducing their percentage
elections with respect to Tax-Deferred Contributions for any remaining portion
of a Plan Year to such smaller percentages that will result in the limitation
set forth above not being exceeded. In the event of any such suspension or
reduction, Highly Compensated Employees affected thereby shall be notified of
the reduction or suspension as soon as possible and shall be given an
opportunity to make a new Tax-Deferred Contribution election to be effective the
first day of the next following Plan Year. In the absence of such an election,
the election in effect immediately prior to the suspension or adjustment
described above shall be reinstated as of the first day of the next following
Plan Year.

For purposes of applying the limitation contained in this Section, the
Tax-Deferred Contributions, qualified nonelective contributions (to the extent
that such qualified nonelective contributions are taken into account in
computing actual deferral percentages), and test compensation of any

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<PAGE>


Eligible Employee who is a family member of another Eligible Employee who is a
five percent owner or among the ten Highly Compensated Employees receiving the
greatest test compensation for the Plan Year shall be aggregated with the
Tax-Deferred Contributions, qualified nonelective contributions, and test
compensation of such other Eligible Employee, and such family member shall not
be considered an Eligible Employee for purposes of determining the average
actual deferral percentage for all other Eligible Employees. In determining the
actual deferral percentage for any Eligible Employee who is a Highly Compensated
Employee for the Plan Year, elective contributions and qualified nonelective
contributions (to the extent that qualified nonelective contributions are taken
into account in computing actual deferral percentages) made to his accounts
under any other plan of an Employer or a Related Company shall be treated as if
all such contributions were made to the Plan; provided, however, that if such a
plan has a plan year different from the Plan Year, any such contributions made
to the Highly Compensated Employee's accounts under the plan for the plan year
ending with or within the same calendar year as the Plan Year shall be treated
as if such contributions were made to the Plan. Notwithstanding the foregoing,
such contributions shall not be treated as if they were made to the Plan if
regulations issued under Section 401(k) of the Code do not permit such plan to
be aggregated with the Plan.

If one or more plans of an Employer or Related Company are aggregated with the
Plan for purposes of satisfying the requirements of Section 401(a)(4) or 410(b)
of the Code, then actual deferral percentages under the Plan shall be calculated
as if the Plan and such one or more other plans were a single plan. For Plan
Years beginning after December 31, 1991, plans may be aggregated to satisfy
Section 401(k) of the Code only if they have the same plan year.

The Administrator shall maintain records sufficient to show that the limitation
contained in this Section was not exceeded with respect to any Plan Year and the
amount of the qualified nonelective contributions taken into account in
computing actual deferral percentages for any Plan Year.

7.5 -      DISTRIBUTION OF EXCESS TAX-DEFERRED CONTRIBUTIONS

Notwithstanding any other provision of the Plan to the contrary, in the event
that the limitation contained in Section 7.4 is exceeded in any Plan Year, the
Tax-Deferred Contributions made with respect to a Highly Compensated Employee
that exceed the maximum amount permitted to be contributed to the Plan on his
behalf under Section 7.4, plus any income and minus any losses attributable
thereto, shall be distributed to the Highly Compensated Employee prior to the
end of the next succeeding Plan Year. If excess amounts are attributable to
Participants aggregated under the family aggregation rules described in Section
7.4, the excess shall be allocated among family members in proportion to the
Tax-Deferred Contributions made with respect to each family member. If such
excess amounts are distributed more than 2 1/2 months after the last day of the
Plan Year for which the excess occurred, an excise tax may be imposed under
Section 4979 of the Code on the Employer maintaining the Plan with respect to
such amounts.

                                                                              79
<PAGE>


The maximum amount permitted to be contributed to the Plan on a Highly
Compensated Employee's behalf under Section 7.4 shall be determined by reducing
Tax-Deferred Contributions made on behalf of Highly Compensated Employees in
order of their actual deferral percentages beginning with the highest of such
percentages. The determination of the amount of excess Tax-Deferred
Contributions shall be made after application of Section 7.3, if applicable.

If an amount of Tax-Deferred Contributions is distributed to a Participant in
accordance with this Section, matching contributions that are attributable
solely to the distributed Tax-Deferred Contributions, plus any income and minus
any losses attributable thereto, shall be forfeited by the Participant. Any such
forfeited amounts shall be treated as a forfeiture under the Plan in accordance
with the provisions of Article XIV as of the last day of the month in which the
distribution of Tax-Deferred Contributions pursuant to this Section occurs.

7.6 -      LIMITATION ON MATCHING CONTRIBUTIONS AND AFTER-TAX CONTRIBUTIONS OF
HIGHLY COMPENSATED EMPLOYEES

Notwithstanding any other provision of the Plan to the contrary, the matching
contributions and After-Tax Contributions made with respect to a Plan Year by or
on behalf of eligible participants who are Highly Compensated Employees may not
result in an average contribution percentage for such eligible participants that
exceeds the greater of:

(a)      a percentage that is equal to 125 percent of the average contribution
         percentage for all other eligible participants; or

(b)      a percentage that is not more than 200 percent of the average
         contribution percentage for all other eligible participants and that is
         not more than two percentage points higher than the average
         contribution percentage for all other eligible participants.

For purposes of applying the limitation contained in this Section, the matching
contributions, After-Tax Contributions, qualified nonelective contributions and
Tax-Deferred Contributions (to the extent that such qualified nonelective
contributions and Tax-Deferred Contributions are taken into account in computing
contribution percentages), and test compensation of any eligible participant who
is a family member of another eligible participant who is a five percent owner
or among the ten Highly Compensated Employees receiving the greatest test
compensation for the Plan Year shall be aggregated with the matching
contributions, After-Tax Contributions, qualified nonelective contributions,
Tax-Deferred Contributions, and test compensation of such other eligible
participant, and such family member shall not be considered an eligible
participant for purposes of determining the average contribution percentage for
all other eligible participants.

In determining the contribution percentage for any eligible participant who is a
Highly Compensated Employee for the Plan Year, matching contributions,

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<PAGE>


employee contributions, qualified nonelective contributions, and elective
contributions (to the extent that qualified nonelective contributions and
elective contributions are taken into account in computing contribution
percentages) made to his accounts under any other plan of an Employer or a
Related Company shall be treated as if all such contributions were made to the
Plan; provided, however, that if such a plan has a plan year different from the
Plan Year, any such contributions made to the Highly Compensated Employee's
accounts under the plan for the plan year ending with or within the same
calendar year as the Plan Year shall be treated as if such contributions were
made to the Plan. Notwithstanding the foregoing, such contributions shall not be
treated as if they were made to the Plan if regulations issued under Section
401(m) of the Code do not permit such plan to be aggregated with the Plan.

If one or more plans of an Employer or a Related Company are aggregated with the
Plan for purposes of satisfying the requirements of Section 401(a)(4) or 410(b)
of the Code, the contribution percentages under the Plan shall be calculated as
if the Plan and such one or more other plans were a single plan. For Plan Years
beginning after December 31, 1989, plans may be aggregated to satisfy Section
401(m) of the Code only if they have the same plan year.

The Administrator shall maintain records sufficient to show that the limitation
contained in this Section was not exceeded with respect to any Plan Year and the
amount of the elective contributions and qualified nonelective contributions
taken into account in computing contribution percentages for any Plan Year.

7.7 -      FORFEITURE OR DISTRIBUTION OF EXCESS CONTRIBUTIONS

Notwithstanding any other provision of the Plan to the contrary, in the event
that the limitation contained in Section 7.6 is exceeded in any Plan Year, the
matching contributions and After-Tax Contributions made by or on behalf of a
Highly Compensated Employee that exceed the maximum amount permitted to be
contributed to the Plan by or on behalf of such Highly Compensated Employee
under Section 7.6, plus any income and minus any losses attributable thereto,
shall be forfeited, to the extent forfeitable, or distributed to the Participant
prior to the end of the next succeeding Plan Year as hereinafter provided. If
excess amounts are attributable to Participants aggregated under the family
aggregation rules described in Section 7.5, the excess shall be allocated among
family members in proportion to the matching contributions and After-Tax
Contributions and qualified nonelective contributions (to the extent that
qualified nonelective contributions are taken into account in computing
contribution percentages) made with respect to each family member. If such
excess amounts are distributed more than 2 1/2 months after the last day of the
Plan Year for which the excess occurred, an excise tax may be imposed under
Section 4979 of the Code on the Employer maintaining the Plan with respect to
such amounts.

The maximum amount permitted to be contributed to the Plan by or on behalf

                                                                              81
<PAGE>


of a Highly Compensated Employee under Section 7.6 shall be determined by
reducing matching contributions and After-Tax Contributions made by or on behalf
of Highly Compensated Employees in order of their contribution percentages
beginning with the highest of such percentages. The distribution or forfeiture
requirement of this Section shall be satisfied by reducing contributions made by
or on behalf of the Highly Compensated Employee to the extent necessary in the
following order:

             After-Tax Contributions made by the Highly Compensated Employee, if
             any, shall be distributed.

             Matching contributions attributable to Tax-Deferred Contributions
             shall be distributed or forfeited, as appropriate.

Any amounts forfeited with respect to a Participant pursuant to this Section
shall be treated as a forfeiture under the Plan in accordance with the
provisions of Article XIV as of the last day of the month in which the
distribution of contributions pursuant to this Section occurs. The amount of
excess After-Tax Contributions of a Participant shall in all cases be
distributable; the excess matching contributions shall be distributable to the
extent the Participant has a vested interest in his Employer Contributions
Sub-Account that is attributable to matching contributions. The determination of
the amount of excess matching contributions and After-Tax Contributions shall be
made after application of Section 7.3, if applicable, and after application of
Section 7.5, if applicable.

7.8 -      MULTIPLE USE LIMITATION

Notwithstanding any other provision of the Plan to the contrary, the following
multiple use limitation as required under Section 401(m) of the Code shall
apply: the sum of the average actual deferral percentage for Eligible Employees
who are Highly Compensated Employees and the average contribution percentage for
eligible participants who are Highly Compensated Employees may not exceed the
aggregate limit. In the event that, after satisfaction of Section 7.5 and
Section 7.7, it is determined that contributions under the Plan fail to satisfy
the multiple use limitation contained herein, the multiple use limitation shall
be satisfied by further reducing the actual deferral percentages of Eligible
Employees who are Highly Compensated Employees (beginning with the highest such
percentage) to the extent necessary to eliminate the excess, with such further
reductions to be treated as excess Tax-Deferred Contributions and disposed of as
provided in Section 7.5, or in an alternative manner, consistently applied, that
may be permitted by regulations issued under Section 401(m) of the Code.

7.9 -      DETERMINATION OF INCOME OR LOSS

The income or loss attributable to excess contributions that are distributed
pursuant to this Article shall be determined for the preceding Plan Year under
the method otherwise used for allocating income or loss to Participant's
Separate Accounts.

                                                                              82
<PAGE>



7.10 -       CODE SECTION 415 LIMITATIONS ON CREDITING OF CONTRIBUTIONS AND
             FORFEITURES

Notwithstanding any other provision of the Plan to the contrary, the annual
addition with respect to a Participant for a limitation year shall in no event
exceed the lesser of (i) $30,000 (adjusted as provided in Section 415(d) of the
Code, with the first adjustment being made for limitation years beginning on or
after January 1, 1996) or (ii) 25 percent of the Participant's compensation, as
defined in Section 415(c)(3) of the Code and regulations issued thereunder, for
the limitation year. If the annual addition to the Separate Account of a
Participant in any limitation year would otherwise exceed the amount that may be
applied for his benefit under the limitation contained in this Section, the
limitation shall be satisfied by reducing contributions made by or on behalf of
the Participant to the extent necessary in the following order:

             After-Tax Contributions made by the Participant for the limitation
             year, if any, shall be reduced.

             Tax-Deferred Contributions made on the Participant's behalf for the
             limitation year that have not been matched, if any, shall be
             reduced.

             Tax-Deferred Contributions made on the Participant's behalf for the
             limitation year that have been matched and the matching
             contributions attributable thereto, if any, shall be reduced pro
             rata. Employer Contributions (other than matching contributions and
             qualified nonelective contributions) otherwise allocable to the
             Participant's Separate Account for the limitation year shall be
             reduced.

             Qualified nonelective contributions made on the Participant's
             behalf for the limitation year shall be reduced.

The amount of any reduction of Tax-Deferred Contributions or After-Tax
Contributions (plus any income attributable thereto) shall be returned to the
Participant. The amount of any reduction of Employer Contributions shall be
deemed a forfeiture for the limitation year. Amounts deemed to be forfeitures
under this Section shall be held unallocated in a suspense account established
for the limitation year and shall be applied against the Employer's contribution
obligation for the next following limitation year (and succeeding limitation
years, as necessary). If a suspense account is in existence at any time during a
limitation year, all amounts in the suspense account must be allocated to
Participants' Separate Accounts (subject to the limitations contained herein)
before any further Tax-Deferred Contributions, Employer Contributions, or
After-Tax Contributions may be made to the Plan by or on behalf of Participants.
No suspense account established hereunder shall share in any increase or
decrease in the net worth of the Trust. For purposes of this Article,

                                                                              83
<PAGE>


excesses shall result only from the allocation of forfeitures, a reasonable
error in estimating a Participant's annual compensation (as defined in Section
415(c)(3) of the Code and regulations issued thereunder), a reasonable error in
determining the amount of Tax-Deferred Contributions that may be made with
respect to any Participant under the limits of Section 415 of the Code, or other
limited facts and circumstances that justify the availability of the provisions
set forth above.

7.11 -       COVERAGE UNDER OTHER QUALIFIED DEFINED CONTRIBUTION PLAN

If a Participant is covered by any other qualified defined contribution plan
(whether or not terminated) maintained by an Employer or a Related Company
concurrently with the Plan, and if the annual addition for the limitation year
would otherwise exceed the amount that may be applied for the Participant's
benefit under the limitation contained in Section 7.10, such excess shall be
reduced first by returning the employee contributions made by the Participant
for the limitation year under all of the defined contribution plans other than
the Plan and the income attributable thereto to the extent necessary. If the
limitation contained in Section 7.10 is still not satisfied after returning all
of the employee contributions made by the Participant under all such other
plans, the excess shall be reduced by returning the elective contributions made
on the Participant's behalf for the limitation year under all such other plans
and the income attributable thereto to the extent necessary on a pro rata basis
among all of such plans. If the limitation contained in Section 7.10 is still
not satisfied after returning all of the elective contributions made on the
Participant's behalf under all such other plans, the procedure set forth in
Section 7.10 shall be invoked to eliminate any such excess. If the limitation
contained in Section 7.10 is still not satisfied after invocation of the
procedure set forth in Section 7.10, the portion of the employer contributions
and of forfeitures for the limitation year under all such other plans that has
been allocated to the Participant thereunder, but which exceeds the limitation
set forth in Section 7.10, shall be deemed a forfeiture for the limitation year
and shall be disposed of as provided in such other plans; provided, however,
that if the Participant is covered by a money purchase pension plan, the
forfeiture shall be effected first under any other defined contribution plan
that is not a money purchase pension plan and, if the limitation is still not
satisfied, then under such money purchase pension plan.

7.12 -       COVERAGE UNDER QUALIFIED DEFINED BENEFIT PLAN

If a Participant in the Plan is also covered by a qualified defined benefit plan
(whether or not terminated) maintained by an Employer or a Related Company, in
no event shall the sum of the defined benefit plan fraction (as defined in
Section 415(e)(2) of the Code) and the defined contribution plan fraction (as
defined in Section 415(e)(3) of the Code) exceed 1.0 in any limitation year. If,
before October 3, 1973, the Participant was an active participant in a qualified
defined benefit plan maintained by an Employer or a Related Company and
otherwise satisfies the requirements of Section 2004(d)(2) of ERISA, then for
purposes of applying this Section, the

                                                                              84
<PAGE>


defined benefit plan fraction shall not exceed 1.0. In the event the special
limitation contained in this Section is exceeded, the benefits otherwise payable
to the Participant under any such qualified defined benefit plan shall be
reduced to the extent necessary to meet such limitation.

7.13 -       SCOPE OF LIMITATIONS

The limitations contained in Sections 7.10, 7.11, and 7.12 shall be applicable
only with respect to benefits provided pursuant to defined contribution plans
and defined benefit plans described in Section 415(k) of the Code.

                                                                              85
<PAGE>


                                  ARTICLE VIII
                        TRUST FUNDS AND SEPARATE ACCOUNTS


8.1 -      GENERAL FUND

The Trustee shall maintain a General Fund as required to hold and administer any
assets of the Trust that are not allocated among the Investment Funds as
provided in the Plan or the Trust Agreement. The General Fund shall be held and
administered as a separate common trust fund. The interest of each Participant
or Beneficiary under the Plan in the General Fund shall be an undivided
interest. The General Fund may be invested in whole or in part in equity
securities issued by an Employer or a Related Company that are publicly traded
and are "qualifying employer securities" as defined in Section 407(d)(5) of
ERISA.

8.2 -      INVESTMENT FUNDS

The Sponsor shall determine the number and type of Investment Funds and select
the investments for such Investment Funds. The Sponsor shall communicate the
same and any changes therein in writing to the Administrator and the Trustee.
Each Investment Fund shall be held and administered as a separate common trust
fund. The interest of each Participant or Beneficiary under the Plan in any
Investment Fund shall be an undivided interest.

The Sponsor may determine to offer one or more Investment Funds that are
invested in whole or in part in equity securities issued by an Employer or a
Related Company that are publicly traded and are "qualifying employer
securities" as defined in Section 407(d)(5) of ERISA.

8.3 -      LOAN INVESTMENT FUND

If a loan from the Plan to a Participant is approved in accordance with the
provisions of Article XII, the Sponsor shall direct the establishment and
maintenance of a loan Investment Fund in the Participant's name. The assets of
the loan Investment Fund shall be held as a separate trust fund. A Participant's
loan Investment Fund shall be invested in the note reflecting the loan that is
executed by the Participant in accordance with the provisions of Article XII.
Notwithstanding any other provision of the Plan to the contrary, income received
with respect to a Participant's loan Investment Fund shall be allocated and the
loan Investment Fund shall be administered as provided in Article XII.

8.4 -      INCOME ON TRUST

Any dividends, interest, distributions, or other income received by the Trustee
with respect to any Trust Fund maintained hereunder shall be allocated by the
Trustee to the Trust Fund for which the income was received.

                                                                              86
<PAGE>



8.5 -      SEPARATE ACCOUNTS

As of the first date a contribution is made by or on behalf of an Employee,
there shall be established a Separate Account in his name reflecting his
interest in the Trust. Each Separate Account shall be maintained and
administered for each Participant and Beneficiary in accordance with the
provisions of the Plan. The balance of each Separate Account shall be the
balance of the account after all credits and charges thereto, for and as of such
date, have been made as provided herein.

8.6 -      SUB-ACCOUNTS

A Participant's Separate Account shall be divided into individual Sub-Accounts
reflecting the portion of the Participant's Separate Account that is derived
from Tax-Deferred Contributions, After-Tax Contributions, Rollover
Contributions, or Employer Contributions. Each Sub-Account shall reflect
separately contributions allocated to each Trust Fund maintained hereunder and
the earnings and losses attributable thereto. The Employer Contributions
Sub-Account shall reflect separately that portion of such Sub-Account that is
derived from Employer Contributions that may be taken into account to satisfy
the limitations on contributions for Highly Compensated Employees contained in
Article VII. Such other Sub-Accounts may be established as are necessary or
appropriate to reflect a Participant's interest in the Trust.


                                                                              87
<PAGE>


                                   ARTICLE IX
                            LIFE INSURANCE CONTRACTS


9.1 -      NO LIFE INSURANCE CONTRACTS

There shall be no life insurance contracts purchased under the Plan.

                                                                              88
<PAGE>


                                    ARTICLE X
                     DEPOSIT AND INVESTMENT OF CONTRIBUTIONS


10.1 -       FUTURE CONTRIBUTION INVESTMENT ELECTIONS

Each Eligible Employee shall make an investment election in the manner and form
prescribed by the Administrator directing the manner in which his Tax-Deferred
Contributions, After-Tax Contributions, Rollover Contributions, and Employer
Contributions shall be invested. An Eligible Employee's investment election
shall specify the percentage, in the percentage increments prescribed by the
Administrator, of such contributions that shall be allocated to one or more of
the Investment Funds with the sum of such percentages equaling 100 percent. The
investment election by a Participant shall remain in effect until his entire
interest under the Plan is distributed or forfeited in accordance with the
provisions of the Plan or until he files a change of investment election with
the Administrator, in such form as the Administrator shall prescribe. A
Participant's change of investment election may be made effective as of the date
or dates prescribed by the Administrator.

10.2 -       DEPOSIT OF CONTRIBUTIONS

All Tax-Deferred Contributions, After-Tax Contributions, Rollover Contributions,
and Employer Contributions shall be deposited in the Trust and allocated among
the Investment Funds in accordance with the Participant's currently effective
investment election; provided, however, that any contributions made to the Plan
in qualifying employer securities shall be allocated to the Employer securities
Investment Fund established by the Sponsor, pending directions to the
Administrator regarding their future investment. If no investment election is on
file with the Administrator at the time contributions are to be deposited to a
Participant's Separate Account, the Participant shall be notified and an
investment election form shall be provided to him. Until such Participant shall
make an effective election under this Section, his contributions shall be
allocated among the Investment Funds as directed by the Administrator.

10.3 -       ELECTION TO TRANSFER BETWEEN FUNDS

A Participant may elect to transfer investments from any Investment Fund to any
other Investment Fund. The Participant's transfer election shall specify either
(i) a percentage, in the percentage increments prescribed by the Administrator,
of the amount eligible for transfer, which percentage may not exceed 100
percent, or (ii) a dollar amount that is to be transferred. Subject to any
restrictions pertaining to a particular Investment Fund, a Participant's
transfer election may be made effective as of the date or dates prescribed by
the Administrator.


                                                                              89
<PAGE>


                                   ARTICLE XI
                     CREDITING AND VALUING SEPARATE ACCOUNTS


11.1 -       CREDITING SEPARATE ACCOUNTS

All contributions made under the provisions of the Plan shall be credited to
Separate Accounts in the Trust Funds by the Trustee, in accordance with
procedures established in writing by the Administrator, either when received or
on the succeeding Valuation Date after valuation of the Trust Fund has been
completed for such Valuation Date as provided in Section 11.2, as shall be
determined by the Administrator.

11.2 -       VALUING SEPARATE ACCOUNTS

Separate Accounts in the Trust Funds shall be valued by the Trustee on the
Valuation Date, in accordance with procedures established in writing by the
Administrator, either in the manner adopted by the Trustee and approved by the
Administrator or in the manner set forth in Section 11.3 as Plan valuation
procedures, as determined by the Administrator.

11.3 -       PLAN VALUATION PROCEDURES

With respect to the Trust Funds, the Administrator may determine that the
following valuation procedures shall be applied. As of each Valuation Date
hereunder, the portion of any Separate Accounts in a Trust Fund shall be
adjusted to reflect any increase or decrease in the value of the Trust Fund for
the period of time occurring since the immediately preceding Valuation Date for
the Trust Fund (the "valuation period") in the following manner:

(a)      First, the value of the Trust Fund shall be determined by valuing all
         of the assets of the Trust Fund at fair market value.

(b)      Next, the net increase or decrease in the value of the Trust Fund
         attributable to net income and all profits and losses, realized and
         unrealized, during the valuation period shall be determined on the
         basis of the valuation under paragraph (a) taking into account
         appropriate adjustments for contributions, loan payments, and transfers
         to and distributions, withdrawals, loans, and transfers from such Trust
         Fund during the valuation period.

(c)      Finally, the net increase or decrease in the value of the Trust Fund
         shall be allocated among Separate Accounts in the Trust Fund in the
         ratio of the balance of the portion of such Separate Account in the
         Trust Fund as of the preceding Valuation Date less any distributions,
         withdrawals, loans, and transfers from such Separate Account balance in
         the Trust Fund since the Valuation Date to the aggregate balances of
         the portions of all Separate Accounts in the Trust Fund similarly
         adjusted, and each Separate Account in the Trust Fund shall be credited
         or charged with the amount of its

                                                                              90
<PAGE>


         allocated share. Notwithstanding the foregoing, the Administrator may
         adopt such accounting procedures as it considers appropriate and
         equitable to establish a proportionate crediting of net increase or
         decrease in the value of the Trust Fund for contributions, loan
         payments, and transfers to and distributions, withdrawals, loans, and
         transfers from such Trust Fund made by or on behalf of a Participant
         during the valuation period.

11.4 -       FINALITY OF DETERMINATIONS

The Trustee shall have exclusive responsibility for determining the balance of
each Separate Account maintained hereunder. The Trustee's determinations thereof
shall be conclusive upon all interested parties.

11.5 -       NOTIFICATION

Within a reasonable period of time after the end of each Plan Year, the
Administrator shall notify each Participant and Beneficiary of the balances of
his Separate Account and Sub-Accounts as of a Valuation Date during the Plan
Year.

                                                                              91
<PAGE>


                                   ARTICLE XII
                                      LOANS


12.1 -       APPLICATION FOR LOAN

A Participant who is a party in interest may make written application to the
Administrator for a loan from his Separate Account, other than that portion of
his Separate Account attributable to Employer Contributions.

As collateral for any loan granted hereunder, the Participant shall grant to the
Plan a security interest in his vested interest under the Plan equal to the
amount of the loan; provided, however, that in no event may the security
interest exceed 50 percent of the Participant's vested interest under the Plan
determined as of the date as of which the loan is originated in accordance with
Plan provisions. In the case of a Participant who is an active employee, the
Participant also shall enter into an agreement to repay the loan by payroll
withholding. No loan in excess of 50 percent of the Participant's vested
interest under the Plan shall be made from the Plan. Loans shall not be made
available to Highly Compensated Employees in an amount greater than the amount
made available to other employees.

A loan shall not be granted unless the Participant consents in writing to the
charging of his Separate Account for unpaid principal and interest amounts in
the event the loan is declared to be in default.

12.2 -       REDUCTION OF ACCOUNT UPON DISTRIBUTION

Notwithstanding any other provision of the Plan, the amount of a Participant's
Separate Account that is distributable to the Participant or his Beneficiary
under Article XIII or XV shall be reduced by the portion of his vested interest
that is held by the Plan as security for any loan outstanding to the
Participant, provided that the reduction is used to repay the loan. If
distribution is made because of the Participant's death prior to the
commencement of distribution of his Separate Account and less than 100 percent
of the Participant's vested interest in his Separate Account (determined without
regard to the preceding sentence) is payable to his surviving spouse, then the
balance of the Participant's vested interest in his Separate Account shall be
adjusted by reducing the vested account balance by the amount of the security
used to repay the loan, as provided in the preceding sentence, prior to
determining the amount of the benefit payable to the surviving spouse.

12.3 -       REQUIREMENTS TO PREVENT A TAXABLE DISTRIBUTION

Notwithstanding any other provision of the Plan to the contrary, the following
terms and conditions shall apply to any loan made to a Participant under this
Article:

                                                                              92
<PAGE>


(a)          The interest rate on any loan to a Participant shall be a
             reasonable interest rate commensurate with current interest rates
             charged for loans made under similar circumstances by persons in
             the business of lending money.

(b)          The amount of any loan to a Participant (when added to the
             outstanding balance of all other loans to the Participant from the
             Plan or any other plan maintained by an Employer or a Related
             Company) shall not exceed the lesser of:

             (i)         $50,000, reduced by the excess, if any, of the highest
                         outstanding balance of any other loan to the
                         Participant from the Plan or any other plan maintained
                         by an Employer or a Related Company during the
                         preceding 12-month period over the outstanding balance
                         of such loans on the date a loan is made hereunder; or

             (ii)        50 percent of the vested portions of the Participant's
                         Separate Account and his vested interest under all
                         other plans maintained by an Employer or a Related
                         Company.

(c)          The term of any loan to a Participant shall be no greater than five
             years, except in the case of a loan used to acquire any dwelling
             unit which within a reasonable period of time is to be used
             (determined at the time the loan is made) as a principal residence
             of the Participant.

(d)          Except as otherwise permitted under Treasury regulations,
             substantially level amortization shall be required over the term of
             the loan with payments made not less frequently than quarterly.

12.4 -       ADMINISTRATION OF LOAN INVESTMENT FUND

Upon approval of a loan to a Participant, the Administrator shall direct the
Trustee to transfer an amount equal to the loan amount from the Investment Funds
in which it is invested, as directed by the Administrator, to the loan
Investment Fund established in the Participant's name. Any loan approved by the
Administrator shall be made to the Participant out of the Participant's loan
Investment Fund. All principal and interest paid by the Participant on a loan
made under this Article shall be deposited to his Separate Account and shall be
allocated upon receipt among the Investment Funds in accordance with the
Participant's currently effective investment election. The balance of the
Participant's loan Investment Fund shall be decreased by the amount of principal
payments and the loan Investment Fund shall be terminated when the loan has been
repaid in full.

12.5 -       DEFAULT

If a Participant fails to make or cause to be made, any payment required under
the terms of the loan within 90 days following the date on which such payment
shall become due or there is an outstanding principal balance

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<PAGE>


existing on a loan after the last scheduled repayment date, the Administrator
shall direct the Trustee to declare the loan to be in default, and the entire
unpaid balance of such loan, together with accrued interest, shall be
immediately due and payable. In any such event, if such balance and interest
thereon is not then paid, the Trustee shall charge the Separate Account of the
borrower with the amount of such balance and interest as of the earliest date a
distribution may be made from the Plan to the borrower without adversely
affecting the tax qualification of the Plan or of the cash or deferred
arrangement.

12.6 -       SPECIAL RULES APPLICABLE TO LOANS

Any loan made hereunder shall be subject to the following rules:

(a)          Loans limited to Eligible Employees: No loans shall be made to an
             Employee who makes a Rollover Contribution in accordance with
             Article V, but who is not an Eligible Employee as provided in
             Article III.

(b)          Minimum Loan Amount: A Participant may not request a loan for less
             than $1,000.

(c)          Maximum Number of Outstanding Loans: A Participant with an
             outstanding loan may not apply for another loan until the existing
             loan is paid in full and may not refinance an existing loan or
             attain a second loan for the purpose of paying off the existing
             loan. A Participant may not apply for more than one loan during the
             Plan Year. The provisions of this paragraph shall not apply to any
             loans made prior to the effective date of this amendment and
             restatement; provided, however, that a Participant may not apply
             for a new loan hereunder until all outstanding loans made to the
             Participant prior to the effective date of this amendment and
             restatement have been paid in full.

(d)          Maximum Period for Real Estate Loans: The term of any loan to a
             Participant that is used to acquire any dwelling unit which within
             a reasonable period of time is to be used (determined at the time
             the loan is made) as a principal residence of the Participant shall
             be no greater than ten years.

(e)          Pre-Payment Without Penalty: A Participant may pre-pay the balance
             of any loan hereunder prior to the date it is due without penalty.

(f)          Effect of Termination of Employment: Upon a Participant's
             termination of employment, the balance of any outstanding loan
             hereunder shall immediately become due and owing.

12.7 -       LOANS GRANTED PRIOR TO AMENDMENT

Notwithstanding any other provision of this Article to the contrary, any loan
made under the provisions of the Plan as in effect prior to this amendment and
restatement shall remain outstanding until repaid in accordance with its terms
or the otherwise applicable Plan provisions.

                                                                              94
<PAGE>


                                  ARTICLE XIII
                           WITHDRAWALS WHILE EMPLOYED


13.1 -       WITHDRAWALS OF AFTER-TAX CONTRIBUTIONS

A Participant who is employed by an Employer or a Related Company may elect in
writing, subject to the limitations and conditions prescribed in this Article,
to make a cash withdrawal from his After-Tax Contributions Sub-Account.

13.2 -       WITHDRAWALS OF ROLLOVER CONTRIBUTIONS

A Participant who is employed by an Employer or a Related Company and has
attained age 59 1/2, has been a Participant under the Plan for 60 or more months
or is determined by the Administrator to have incurred a hardship as defined in
this Article may elect in writing, subject to the limitations and conditions
prescribed in this Article, to make a cash withdrawal from his Rollover
Contributions Sub-Account. In addition, a Participant who is employed by an
Employer or a Related Company may elect in writing, subject to the limitations
and conditions prescribed in this Article, to make a withdrawal from amounts
that have been credited to his Rollover Contributions Sub-Account for a period
of two or more years.

13.3 -       WITHDRAWALS OF EMPLOYER CONTRIBUTIONS

A Participant who is employed by an Employer or a Related Company and has
attained age 59 1/2 may elect in writing, subject to the limitations and
conditions prescribed in this Article to make a cash withdrawal from his vested
interest in his Employer Contributions Sub-Account. The maximum amount that a
Participant may withdraw pursuant to this Section shall be an amount ("X")
determined by the following formula:

             X = P(AB + D) - D

             For purposes of the formula:

             P           = The Participant's vested interest in his Employer
                         Contributions Sub-Account on the date distribution is
                         to be made.

             AB          = The balance of the Participant's Employer
                         Contributions Sub-Account as of the Valuation Date
                         immediately preceding the date distribution is to be
                         made.

             D           = The amount of all prior withdrawals from the
                         Participant's Employer Contributions Sub-Account made
                         pursuant to this Section.

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<PAGE>



13.4 -       WITHDRAWALS OF TAX-DEFERRED CONTRIBUTIONS

A Participant who is employed by an Employer or a Related Company and who has
attained age 59 1/2 or is determined by the Administrator to have incurred a
hardship as defined in this Article may elect in writing, subject to the
limitations and conditions prescribed in this Article, to make a cash withdrawal
from his Tax-Deferred Contributions Sub-Account. The maximum amount that a
Participant may withdraw pursuant to this Section because of a hardship is the
balance of his Tax-Deferred Contributions Sub-Account, exclusive of any earnings
credited to such Sub-Account.

13.5 -       LIMITATIONS ON WITHDRAWALS OTHER THAN HARDSHIP WITHDRAWALS

Withdrawals made pursuant to this Article, other than hardship withdrawals,
shall be subject to the following conditions and limitations:

             A Participant must file a written withdrawal application with the
             Administrator such number of days prior to the date as of which it
             is to be effective as the Administrator shall prescribe.

             Withdrawals may be made effective as soon as reasonably practicable
             following the Administrator's receipt of the Participant's
             directions.

             A Participant who makes a withdrawal from his After-Tax
             Contributions Sub-Account may not make a further withdrawal of
             After-Tax Contributions under this Article during the remainder of
             the Plan Year in which the withdrawal is effective.

13.6 -       CONDITIONS AND LIMITATIONS ON HARDSHIP WITHDRAWALS

A Participant must file a written application for a hardship withdrawal with the
Administrator such number of days prior to the date as of which it is to be
effective as the Administrator may prescribe. Hardship withdrawals may be made
effective as soon as reasonably practicable following the Administrator's
receipt of the Participant's directions. The Administrator shall grant a
hardship withdrawal only if it determines that the withdrawal is necessary to
meet an immediate and heavy financial need of the Participant. An immediate and
heavy financial need of the Participant means a financial need on account of:

(a)          expenses previously incurred by or necessary to obtain for the
             Participant, the Participant's spouse, or any dependent of the
             Participant (as defined in Section 152 of the Code) medical care
             described in Section 213(d) of the Code;

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

(c)          payment of tuition, related educational fees, and room and board
             expenses for the next 12 months of post-secondary education for the

                                                                              96
<PAGE>


             Participant, the Participant's spouse, or any dependent of the
             Participant; or

(d)          the need to prevent the eviction of the Participant from his
             principal residence or foreclosure on the mortgage of the
             Participant's principal residence.

A withdrawal shall be deemed to be necessary to satisfy an immediate and heavy
financial need of a Participant only if all of the following requirements are
satisfied:

             The withdrawal is not in excess of the amount of the immediate and
             heavy financial need of the Participant.

             The Participant has obtained all distributions, other than hardship
             distributions, and all non-taxable loans currently available under
             all plans maintained by an Employer or any Related Company.

             The Participant's Tax-Deferred Contributions and After-Tax
             Contributions and the Participant's elective tax-deferred
             contributions and employee after-tax contributions under all other
             tax-qualified plans maintained by an Employer or any Related
             Company shall be suspended for at least twelve months after his
             receipt of the withdrawal.

             The Participant shall not make Tax-Deferred Contributions or
             elective tax-deferred contributions under any other tax-qualified
             plan maintained by an Employer or any Related Company for the
             Participant's taxable year immediately following the taxable year
             of the withdrawal in excess of the applicable limit under Section
             402(g) of the Code for such next taxable year less the amount of
             the Participant's Tax-Deferred Contributions and elective
             tax-deferred contributions under any other plan maintained by an
             Employer or any Related Company for the taxable year of the
             withdrawal.

The minimum hardship withdrawal that a Participant may make is $1,000. The
amount of a hardship withdrawal may include any amounts necessary to pay any
Federal, state, or local income taxes or penalties reasonably anticipated to
result from the distribution. A Participant shall not fail to be treated as an
Eligible Employee for purposes of applying the limitations contained in Article
VII of the Plan merely because his Tax-Deferred Contributions are suspended in
accordance with this Section.

13.7 -       ORDER OF WITHDRAWAL FROM A PARTICIPANT'S SUB-ACCOUNTS

Distribution of a withdrawal amount shall be made from a Participant's
Sub-Accounts, to the extent necessary, in the order prescribed by the
Administrator, which order shall be uniform with respect to all Participants and
non-discriminatory. If the Sub-Account from which a Participant is receiving a
withdrawal is invested in more than one Investment Fund, the withdrawal shall be
charged against the Investment Funds as directed by the Administrator.

                                                                              97
<PAGE>


                                   ARTICLE XIV
                  TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE


14.1 -       TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

A Participant's Settlement Date shall occur on the date he terminates employment
with an Employer and all Related Companies because of death, disability,
retirement, or other termination of employment. Written notice of a
Participant's Settlement Date shall be given by the Administrator to the
Trustee.

14.2 -       SEPARATE ACCOUNTING FOR NON-VESTED AMOUNTS

If as of a Participant's Settlement Date the Participant's vested interest in
his Employer Contributions Sub-Account is less than 100 percent, that portion of
his Employer Contributions Sub-Account that is not vested shall be accounted for
separately from the vested portion and shall be disposed of as provided in the
following Section. If prior to his Settlement Date such a Participant made a
withdrawal in accordance with the provisions of Article XIII, the vested portion
of his Employer Contributions Sub-Account shall be equal to the maximum
withdrawable amount as determined under Article XIII.

14.3 -       DISPOSITION OF NON-VESTED AMOUNTS

That portion of a Participant's Employer Contributions Sub-Account that is not
vested upon the occurrence of his Settlement Date shall be disposed of as
follows:

(a)          If the Participant has no vested interest in his Separate Account
             upon the occurrence of his Settlement Date or his vested interest
             in his Separate Account as of the date of distribution does not
             exceed $3,500 resulting in the Participant's receipt of a single
             sum payment of such vested interest, the non-vested balance
             remaining in the Participant's Employer Contributions Sub-Account
             will be forfeited and his Separate Account closed as of (i) the
             Participant's Settlement Date, if the Participant has no vested
             interest in his Separate Account, or (ii) the date the single sum
             payment occurs.

(b)          If the Participant's vested interest in his Separate Account
             exceeds $3,500 and the Participant is eligible for and consents in
             writing to a single sum payment of his vested interest in his
             Separate Account, the non-vested balance remaining in the
             Participant's Employer Contributions Sub-Account will be forfeited
             and his Separate Account closed as of the date the single sum
             payment occurs, provided that such distribution occurs prior to the
             end of the second Plan Year beginning on or after the Participant's
             Settlement Date.

                                                                              98
<PAGE>


(c)          If neither paragraph (a) nor paragraph (b) is applicable, the
             non-vested portion of the Participant's Employer Contributions
             Sub-Account will continue to be held in such Sub-Account and will
             not be forfeited until the end of the five-year period beginning on
             his Settlement Date.

Whenever the non-vested portion of a Participant's Employer Contributions
Sub-Account is forfeited under the provisions of the Plan with respect to a Plan
Year, the amount of such forfeiture, as of the last day of the Plan Year, shall
be applied first against Plan expenses and then against the Employer
Contribution obligations for the Plan Year in which the forfeiture occurs.
Notwithstanding the foregoing, however, should the amount of all such
forfeitures for any Plan Year with respect to any Employer exceed the amount of
such Employer's Employer Contribution obligation for the Plan Year, the excess
amount of such forfeitures shall be held unallocated in a suspense account
established with respect to the Employer and shall for all Plan purposes be
applied against the Employer's Employer Contribution obligations for the
following Plan Year.

14.4 -       RECREDITING OF FORFEITED AMOUNTS

A former Participant who forfeited the non-vested portion of his Employer
Contributions Sub-Account in accordance with the provisions of this Article and
who is reemployed by an Employer or a Related Company shall have such forfeited
amounts recredited to a new Separate Account in his name, without adjustment for
interim gains or losses experienced by the Trust, if:

(a)          he returns to employment with an Employer or a Related Company
             before the end of the five-year period beginning on the later of
             his Settlement Date or the date he received distribution of his
             vested interest in his Separate Account;

(b)          he resumes employment covered under the Plan before the end of the
             five-year period beginning on the date he is reemployed; and

(c)          if he received distribution of his vested interest in his Separate
             Account, he repays to the Plan the full amount of such distribution
             before the end of the five-year period beginning on the date he is
             reemployed.

Funds needed in any Plan Year to recredit the Separate Account of a Participant
with the amounts of prior forfeitures in accordance with the preceding sentence
shall come first from forfeitures that arise during such Plan Year, and then
from Trust income earned in such Plan Year, with each Trust Fund being charged
with the amount of such income proportionately, unless his Employer chooses to
make an additional Employer Contribution, and shall finally be provided by his
Employer by way of a separate Employer Contribution.

                                                                              99
<PAGE>


                                   ARTICLE XV
                                  DISTRIBUTIONS


15.1 -       DISTRIBUTIONS TO PARTICIPANTS

A Participant whose Settlement Date occurs shall receive distribution of his
vested interest in his Separate Account in the form provided under Article XVI
beginning as soon as reasonably practicable following his Settlement Date or the
date his application for distribution is filed with the Administrator, if later.
In addition, a Participant who continues in employment with an Employer or a
Related Company after his Normal Retirement Date may elect to receive
distribution of all or any portion of his Separate Account in the form provided
under Article XVI at any time following his Normal Retirement Date.

15.2 -       DISTRIBUTIONS TO BENEFICIARIES

If a Participant dies prior to the date distribution of his vested interest in
his Separate Account begins under this Article, his Beneficiary shall receive
distribution of the Participant's vested interest in his Separate Account in the
form provided under Article XVI beginning as soon as reasonably practicable
following the date the Beneficiary's application for distribution is filed with
the Administrator. Unless distribution is to be made over the life or over a
period certain not greater than the life expectancy of the Beneficiary,
distribution of the Participant's entire vested interest shall be made to the
Beneficiary no later than the end of the fifth calendar year beginning after the
Participant's death. If distribution is to be made over the life or over a
period certain no greater than the life expectancy of the Beneficiary,
distribution shall commence no later than:

(a)          If the Beneficiary is not the Participant's spouse, the end of the
             first calendar year beginning after the Participant's death; or

(b)          If the Beneficiary is the Participant's spouse, the later of (i)
             the end of the first calendar year beginning after the
             Participant's death or (ii) the end of the calendar year in which
             the Participant would have attained age 70 1/2.

If distribution is to be made to a Participant's spouse, it shall be made
available within a reasonable period of time after the Participant's death that
is no less favorable than the period of time applicable to other distributions.
If a Participant dies after the date distribution of his vested interest in his
Separate Account begins under this Article, but before his entire vested
interest in his Separate Account is distributed, his Beneficiary shall receive
distribution of the remainder of the Participant's vested interest in his
Separate Account beginning as soon as reasonably practicable following the
Participant's date of death in a form that provides for distribution at least as
rapidly as under the form in which the Participant was receiving distribution.

                                                                             100
<PAGE>


15.3 -     CASH OUTS AND PARTICIPANT CONSENT

Notwithstanding any other provision of the Plan to the contrary, if a
Participant's vested interest in his Separate Account does not exceed $3,500,
distribution of such vested interest shall be made to the Participant in a
single sum payment as soon as reasonably practicable following his Settlement
Date. If a Participant's vested interest in his Separate Account is $0, he shall
be deemed to have received distribution of such vested interest as of his
Settlement Date. If a Participant's vested interest in his Separate Account
exceeds $3,500, distribution shall not commence to such Participant prior to his
Normal Retirement Date without the Participant's written consent. If at the time
of a distribution or deemed distribution to a Participant from his Separate
Account, the Participant's vested interest in his Separate Account exceeded
$3,500, then for purposes of this Section, the Participant's vested interest in
his Separate Account on any subsequent date shall be deemed to exceed $3,500.

15.4 -       REQUIRED COMMENCEMENT OF DISTRIBUTION

Notwithstanding any other provision of the Plan to the contrary, distribution of
a Participant's vested interest in his Separate Account shall commence to the
Participant no later than the earlier of:

(a)          60 days after the close of the Plan Year in which (i) the
             Participant's Normal Retirement Date occurs, (ii) the 10th
             anniversary of the year in which he commenced participation in the
             Plan occurs, or (iii) his Settlement Date occurs, whichever is
             latest; or

(b)          the April 1 following the close of the calendar year in which he
             attains age 70 1/2, whether or not his Settlement Date has
             occurred, except that if a Participant attained age 70 1/2 prior to
             January 1, 1988, and was not a five-percent owner (as defined in
             Section 416 of the Code) at any time during the five-Plan-Year
             period ending within the calendar year in which he attained age 70
             1/2, distribution of such Participant's vested interest in his
             Separate Account shall commence no later than the April 1 following
             the close of the calendar year in which he attains age 70 1/2 or
             retires, whichever is later.

Distributions required to commence under this Section shall be made in the form
provided under Article XVI and in accordance with Section 401(a)(9) of the Code
and regulations issued thereunder, including the minimum distribution incidental
benefit requirements.

15.5 -       REEMPLOYMENT OF A PARTICIPANT

If a Participant whose Settlement Date has occurred is reemployed by an Employer
or a Related Company, he shall lose his right to any distribution or further
distributions from the Trust arising from his prior Settlement Date and his
interest in the Trust shall thereafter be treated in the same manner as that of
any other Participant whose Settlement Date has not occurred.

                                                                             101
<PAGE>



15.6 -       RESTRICTIONS ON ALIENATION

Except as provided in Section 401(a)(13) of the Code relating to qualified
domestic relations orders and Section 1.401(a)-13(b)(2) of Treasury regulations
relating to Federal tax levies and judgments, no benefit under the Plan at any
time shall be subject in any manner to anticipation, alienation, assignment
(either at law or in equity), encumbrance, garnishment, levy, execution, or
other legal or equitable process; and no person shall have power in any manner
to anticipate, transfer, assign (either at law or in equity), alienate or
subject to attachment, garnishment, levy, execution, or other legal or equitable
process, or in any way encumber his benefits under the Plan, or any part
thereof, and any attempt to do so shall be void.

15.7 -       FACILITY OF PAYMENT

If the Administrator finds that any individual to whom an amount is payable
hereunder is incapable of attending to his financial affairs because of any
mental or physical condition, including the infirmities of advanced age, such
amount (unless prior claim therefor shall have been made by a duly qualified
guardian or other legal representative) may, in the discretion of the
Administrator, be paid to another person for the use or benefit of the
individual found incapable of attending to his financial affairs or in
satisfaction of legal obligations incurred by or on behalf of such individual.
The Trustee shall make such payment only upon receipt of written instructions to
such effect from the Administrator. Any such payment shall be charged to the
Separate Account from which any such payment would otherwise have been paid to
the individual found incapable of attending to his financial affairs and shall
be a complete discharge of any liability therefor under the Plan.

15.8 -       INABILITY TO LOCATE PAYEE

If any benefit becomes payable to any person, or to the executor or
administrator of any deceased person, and if that person or his executor or
administrator does not present himself to the Administrator within a reasonable
period after the Administrator mails written notice of his eligibility to
receive a distribution hereunder to his last known address and makes such other
diligent effort to locate the person as the Administrator determines, that
benefit will be forfeited. However, if the payee later files a claim for that
benefit, the benefit will be restored.

15.9 -       DISTRIBUTION PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS

Notwithstanding any other provision of the Plan to the contrary, if a qualified
domestic relations order so provides, distribution may be made to an alternate
payee pursuant to a qualified domestic relations order, as defined in Section
414(p) of the Code, regardless of whether the Participant's Settlement Date has
occurred or whether the Participant is otherwise entitled to receive a
distribution under the Plan.

                                                                             102
<PAGE>


                                   ARTICLE XVI
                                 FORM OF PAYMENT


16.1 -       FORM OF PAYMENT

Distribution shall be made to a Participant, or his Beneficiary, if the
Participant has died, in a single sum payment. Notwithstanding the foregoing, if
a Participant continues in employment with an Employer or a Related Company
after the date as of which distribution of his vested interest must commence in
accordance with the requirements of Section 401(a)(9) of the Code, such
Participant may elect to receive distribution in periodic payments, made not
less frequently than annually, equal to the minimum amount necessary to satisfy
the distribution requirements of Section 401(a)(9) of the Code and regulations
issued thereunder for the remainder of the period that he continues in
employment with an Employer or a Related Company. Distribution of the fair
market value of the Participant's Separate Account shall be made in cash or in
kind, as elected by the Participant, except that distribution shall not be made
in Employer stock.

16.2 -       DIRECT ROLLOVER

Notwithstanding any other provision of the Plan to the contrary, in lieu of
receiving distribution in the form of payment provided under this Article, a
"qualified distributee" may elect in writing, in accordance with rules
prescribed by the Administrator, to have any portion or all of a distribution
made on or after January 1, 1993, that is an "eligible rollover distribution"
paid directly by the Plan to the "eligible retirement plan" designated by the
"qualified distributee"; provided, however, that this provision shall not apply
if the total distribution is less than $200 and that a "qualified distributee"
may not elect this provision with respect to a portion of a distribution that is
less than $500. Any such payment by the Plan to another "eligible retirement
plan" shall be a direct rollover. For purposes of this Section, the following
terms have the following meanings:

(a)          An "eligible retirement plan" means an individual retirement
             account described in Section 408(a) of the Code, an individual
             retirement annuity described in Section 408(b) of the Code, an
             annuity plan described in Section 403(a) of the Code, or a
             qualified trust described in Section 401(a) of the Code that
             accepts rollovers; provided, however, that, in the case of a direct
             rollover by a surviving spouse, an eligible retirement plan does
             not include a qualified trust described in Section 401(a) of the
             Code.

(b)          An "eligible rollover distribution" means any distribution of all
             or any portion of the balance of a Participant's Separate Account;
             provided, however, that an eligible rollover distribution does not
             include: any distribution to the extent such distribution is
             required under Section 401(a)(9) of the Code; and the portion of
             any distribution that consists of the Participant's After-Tax
             Contributions.

                                                                             103
<PAGE>


(c)          A "qualified distributee" means a Participant, his surviving
             spouse, or his spouse or former spouse who is an alternate payee
             under a qualified domestic relations order, as defined in Section
             414(p) of the Code.

16.3 -       NOTICE REGARDING FORM OF PAYMENT

Within the 60 day period ending 30 days before the date as of which distribution
of a Participant's Separate Account commences, the Administrator shall provide
the Participant with a written explanation of his right to defer distribution
until his Normal Retirement Date, or such later date as may be provided in the
Plan, his right to make a direct rollover, and the form of payment provided
under the Plan. Distribution of the Participant's Separate Account may commence
less than 30 days after such notice is provided to the Participant if (i) the
Administrator clearly informs the Participant of his right to consider his
election of whether or not to make a direct rollover or to receive a
distribution prior to his Normal Retirement Date for a period of at least 30
days following his receipt of the notice and (ii) the Participant, after
receiving the notice, affirmatively elects an early distribution.

                                                                             104
<PAGE>


                                  ARTICLE XVII
                                  BENEFICIARIES


17.1 -       DESIGNATION OF BENEFICIARY

A married Participant's Beneficiary shall be his spouse, unless the Participant
designates a person or persons other than his spouse as Beneficiary with his
spouse's written consent. A Participant may designate a Beneficiary on the form
prescribed by the Administrator. If no Beneficiary has been designated pursuant
to the provisions of this Section, or if no Beneficiary survives the Participant
and he has no surviving spouse, then the Beneficiary under the Plan shall be the
Participant's estate. If a Beneficiary dies after becoming entitled to receive a
distribution under the Plan but before distribution is made to him in full, and
if no other Beneficiary has been designated to receive the balance of the
distribution in that event, the estate of the deceased Beneficiary shall be the
Beneficiary as to the balance of the distribution.

17.2 -       SPOUSAL CONSENT REQUIREMENTS

Any written spousal consent given pursuant to this Article must acknowledge the
effect of the action taken and must be witnessed by a Plan representative or a
notary public. In addition, the spouse's written consent must either (i) specify
any non-spouse Beneficiary designated by the Participant and that such
Beneficiary may not be changed without written spousal consent or (ii)
acknowledge that the spouse has the right to limit consent to a specific
Beneficiary, but permit the Participant to change the designated Beneficiary
without the spouse's further consent. A Participant's spouse will be deemed to
have given written consent to the Participant's designation of Beneficiary if
the Participant establishes to the satisfaction of a Plan representative that
such consent cannot be obtained because the spouse cannot be located or because
of other circumstances set forth in Section 401(a)(11) of the Code and
regulations issued thereunder. Any written consent given or deemed to have been
given by a Participant's spouse hereunder shall be valid only with respect to
the spouse who signs the consent.

                                                                             105
<PAGE>


                                  ARTICLE XVIII
                                 ADMINISTRATION


18.1 -       AUTHORITY OF THE SPONSOR

The Sponsor, which shall be the administrator for purposes of ERISA and the plan
administrator for purposes of the Code, shall be responsible for the
administration of the Plan and, in addition to the powers and authorities
expressly conferred upon it in the Plan, shall have all such powers and
authorities as may be necessary to carry out the provisions of the Plan,
including the power and authority to interpret and construe the provisions of
the Plan, to make benefit determinations, and to resolve any disputes which
arise under the Plan. The Sponsor may employ such attorneys, agents, and
accountants as it may deem necessary or advisable to assist in carrying out its
duties hereunder. The Sponsor shall be a "named fiduciary" as that term is
defined in Section 402(a)(2) of ERISA. The Sponsor may:

(a)          allocate any of the powers, authority, or responsibilities for the
             operation and administration of the Plan (other than trustee
             responsibilities as defined in Section 405(c)(3) of ERISA) among
             named fiduciaries; and

(b)          designate a person or persons other than a named fiduciary to carry
             out any of such powers, authority, or responsibilities;

except that no allocation by the Sponsor of, or designation by the Sponsor with
respect to, any of such powers, authority, or responsibilities to another named
fiduciary or a person other than a named fiduciary shall become effective unless
such allocation or designation shall first be accepted by such named fiduciary
or other person in a writing signed by it and delivered to the Sponsor.

18.2 -       ACTION OF THE SPONSOR

Any act authorized, permitted, or required to be taken under the Plan by the
Sponsor and which has not been delegated in accordance with Section 18.1, may be
taken by a majority of the members of the board of directors of the Sponsor,
either by vote at a meeting, or in writing without a meeting, or by the employee
or employees of the Sponsor designated by the board of directors to carry out
such acts on behalf of the Sponsor. All notices, advice, directions,
certifications, approvals, and instructions required or authorized to be given
by the Sponsor as under the Plan shall be in writing and signed by either (i) a
majority of the members of the board of directors of the Sponsor or by such
member or members as may be designated by an instrument in writing, signed by
all the members thereof, as having authority to execute such documents on its
behalf, or (ii) the employee or employees authorized to act for the Sponsor in
accordance with the provisions of this Section.

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<PAGE>


18.3 -       CLAIMS REVIEW PROCEDURE

Whenever a claim for benefits under the Plan filed by any person (herein
referred to as the "Claimant") is denied, whether in whole or in part, the
Sponsor shall transmit a written notice of such decision to the Claimant within
90 days of the date the claim was filed or, if special circumstances require an
extension, within 180 days of such date, which notice shall be written in a
manner calculated to be understood by the Claimant and shall contain a statement
of (i) the specific reasons for the denial of the claim, (ii) specific reference
to pertinent Plan provisions on which the denial is based, and (iii) a
description of any additional material or information necessary for the Claimant
to perfect the claim and an explanation of why such information is necessary.
The notice shall also include a statement advising the Claimant that, within 60
days of the date on which he receives such notice, he may obtain review of such
decision in accordance with the procedures hereinafter set forth. Within such
60-day period, the Claimant or his authorized representative may request that
the claim denial be reviewed by filing with the Sponsor a written request
therefor, which request shall contain the following information:

(a)          the date on which the Claimant's request was filed with the
             Sponsor; provided, however, that the date on which the Claimant's
             request for review was in fact filed with the Sponsor shall control
             in the event that the date of the actual filing is later than the
             date stated by the Claimant pursuant to this paragraph;

(b)          the specific portions of the denial of his claim which the Claimant
             requests the Sponsor to review;

(c)          a statement by the Claimant setting forth the basis upon which he
             believes the Sponsor should reverse the previous denial of his
             claim for benefits and accept his claim as made; and

(d)          any written material (offered as exhibits) which the Claimant
             desires the Sponsor to examine in its consideration of his position
             as stated pursuant to paragraph (c) of this Section.

Within 60 days of the date determined pursuant to paragraph (a) of this Section
or, if special circumstances require an extension, within 120 days of such date,
the Sponsor shall conduct a full and fair review of the decision denying the
Claimant's claim for benefits and shall render its written decision on review to
the Claimant. The Sponsor's decision on review shall be written in a manner
calculated to be understood by the Claimant and shall specify the reasons and
Plan provisions upon which the Sponsor's decision was based.

18.4 -       QUALIFIED DOMESTIC RELATIONS ORDERS

The Sponsor shall establish reasonable procedures to determine the status of
domestic relations orders and to administer distributions under domestic
relations orders which are deemed to be qualified orders. Such procedures shall
be in writing and shall comply with the provisions of Section 414(p) of the Code
and regulations issued thereunder.

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<PAGE>


18.5 -       INDEMNIFICATION

In addition to whatever rights of indemnification the members of the board of
directors of the Sponsor or any employee or employees of the Sponsor to whom any
power, authority, or responsibility is delegated pursuant to Section 18.2, may
be entitled under the articles of incorporation or regulations of the Sponsor,
under any provision of law, or under any other agreement, the Sponsor shall
satisfy any liability actually and reasonably incurred by any such person or
persons, including expenses, attorneys' fees, judgments, fines, and amounts paid
in settlement (other than amounts paid in settlement not approved by the
Sponsor), in connection with any threatened, pending or completed action, suit,
or proceeding which is related to the exercising or failure to exercise by such
person or persons of any of the powers, authority, responsibilities, or
discretion as provided under the Plan, or reasonably believed by such person or
persons to be provided hereunder, and any action taken by such person or persons
in connection therewith, unless the same is judicially determined to be the
result of such person or persons' gross negligence or willful misconduct.

18.6 -       ACTIONS BINDING

Subject to the provisions of Section 18.3, any action taken by the Sponsor which
is authorized, permitted, or required under the Plan shall be final and binding
upon the Employers, the Trustee, all persons who have or who claim an interest
under the Plan, and all third parties dealing with the Employers or the Trustee.

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<PAGE>


                                   ARTICLE XIX
                            AMENDMENT AND TERMINATION


19.1 -       AMENDMENT

Subject to the provisions of Section 19.2, the Sponsor may at any time and from
time to time, by action of its board of directors, or such officers of the
Sponsor as are authorized by its board of directors, amend the Plan, either
prospectively or retroactively. Any such amendment shall be by written
instrument executed by the Sponsor.

19.2 -       LIMITATION ON AMENDMENT

The Sponsor shall make no amendment to the Plan which shall decrease the accrued
benefit of any Participant or Beneficiary, except that nothing contained herein
shall restrict the right to amend the provisions of the Plan relating to the
administration of the Plan and Trust. Moreover, no such amendment shall be made
hereunder which shall permit any part of the Trust to revert to an Employer or
any Related Company or be used or be diverted to purposes other than the
exclusive benefit of Participants and Beneficiaries.

19.3 -       TERMINATION

The Sponsor reserves the right, by action of its board of directors, to
terminate the Plan as to all Employers at any time (the effective date of such
termination being hereinafter referred to as the "termination date"). Upon any
such termination of the Plan, the following actions shall be taken for the
benefit of Participants and Beneficiaries:

(a)          As of the termination date, each Investment Fund shall be valued
             and all Separate Accounts and Sub-Accounts shall be adjusted in the
             manner provided in Article XI, with any unallocated contributions
             or forfeitures being allocated as of the termination date in the
             manner otherwise provided in the Plan. The termination date shall
             become a Valuation Date for purposes of Article XI. In determining
             the net worth of the Trust, there shall be included as a liability
             such amounts as shall be necessary to pay all expenses in
             connection with the termination of the Trust and the liquidation
             and distribution of the property of the Trust, as well as other
             expenses, whether or not accrued, and shall include as an asset all
             accrued income.

(b)          All Separate Accounts shall then be disposed of to or for the
             benefit of each Participant or Beneficiary in accordance with the
             provisions of Article XV as if the termination date were his
             Settlement Date; provided, however, that notwithstanding the
             provisions of Article XV, if the Plan does not offer an annuity
             option and if neither his Employer nor a Related Company
             establishes or maintains another defined contribution plan (other
             than an employee stock ownership plan as defined in Section
             4975(e)(7) of

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<PAGE>


             the Code), the Participant's written consent to the commencement of
             distribution shall not be required regardless of the value of the
             vested portions of his Separate Account.

(c)          Notwithstanding the provisions of paragraph (b) of this Section, no
             distribution shall be made to a Participant of any portion of the
             balance of his Tax-Deferred Contributions Sub-Account prior to his
             separation from service (other than a distribution made in
             accordance with Article XIII or required in accordance with Section
             401(a)(9) of the Code) unless (i) neither his Employer nor a
             Related Company establishes or maintains another defined
             contribution plan (other than an employee stock ownership plan as
             defined in Section 4975(e)(7) of the Code, a tax credit employee
             stock ownership plan as defined in Section 409 of the Code, or a
             simplified employee pension as defined in Section 408(k) of the
             Code) either at the time the Plan is terminated or at any time
             during the period ending 12 months after distribution of all assets
             from the Plan; provided, however, that this provision shall not
             apply if fewer than two percent of the Eligible Employees under the
             Plan were eligible to participate at any time in such other defined
             contribution plan during the 24-month period beginning 12 months
             before the Plan termination, and (ii) the distribution the
             Participant receives is a "lump sum distribution" as defined in
             Section 402(e)(4) of the Code, without regard to clauses (i), (ii),
             (iii), and (iv) of sub-paragraph (A), sub-paragraph (B), or
             sub-paragraph (H) thereof.

Notwithstanding anything to the contrary contained in the Plan, upon any such
Plan termination, the vested interest of each Participant and Beneficiary in his
Employer Contributions Sub-Account shall be 100 percent; and, if there is a
partial termination of the Plan, the vested interest of each Participant and
Beneficiary who is affected by the partial termination in his Employer
Contributions Sub-Account shall be 100 percent. For purposes of the preceding
sentence only, the Plan shall be deemed to terminate automatically if there
shall be a complete discontinuance of contributions hereunder by all Employers.

19.4 -       REORGANIZATION

The merger, consolidation, or liquidation of any Employer with or into any other
Employer or a Related Company shall not constitute a termination of the Plan as
to such Employer. If an Employer disposes of substantially all of the assets
used by the Employer in a trade or business or disposes of a subsidiary and in
connection therewith one or more Participants terminates employment but
continues in employment with the purchaser of the assets or with such
subsidiary, no distribution from the Plan shall be made to any such Participant
prior to his separation from service (other than a distribution made in
accordance with Article XIII or required in accordance with Section 401(a)(9) of
the Code), except that a distribution shall be permitted to be made in such a
case, subject to the Participant's consent (to the extent required by law), if
(i) the distribution would constitute a "lump sum distribution" as defined in
section 402(e)(4) of the Code, without regard to clauses (i), (ii), (iii), or
(iv) of sub-paragraph (A),

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<PAGE>


sub-paragraph (B), or sub-paragraph (H) thereof, (ii) the Employer continues to
maintain the Plan after the disposition, (iii) the purchaser does not maintain
the Plan after the disposition, and (iv) the distribution is made by the end of
the second calendar year after the calendar year in which the disposition
occurred.

19.5 -       WITHDRAWAL OF AN EMPLOYER

An Employer other than the Sponsor may withdraw from the Plan at any time upon
notice in writing to the Administrator (the effective date of such withdrawal
being hereinafter referred to as the "withdrawal date"), and shall thereupon
cease to be an Employer for all purposes of the Plan. An Employer shall be
deemed automatically to withdraw from the Plan in the event of its complete
discontinuance of contributions. Upon the withdrawal of an Employer, the
withdrawing Employer shall determine whether a partial termination has occurred
with respect to its Employees. In the event that the withdrawing Employer
determines a partial termination has occurred, the action specified in Section
19.3 shall be taken as of the withdrawal date, as on a termination of the Plan,
but with respect only to Participants who are employed solely by the withdrawing
Employer, and who, upon such withdrawal, are neither transferred to nor
continued in employment with any other Employer or a Related Company. The
interest of any Participant employed by the withdrawing Employer who is
transferred to or continues in employment with any other Employer or a Related
Company, and the interest of any Participant employed solely by an Employer or a
Related Company other than the withdrawing Employer, shall remain unaffected by
such withdrawal; no adjustment to his Separate Accounts shall be made by reason
of the withdrawal; and he shall continue as a Participant hereunder subject to
the remaining provisions of the Plan.

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<PAGE>


                                   ARTICLE XX
                           ADOPTION BY OTHER ENTITIES


20.1 -       ADOPTION BY RELATED COMPANIES

A Related Company that is not an Employer may, with the consent of the Sponsor,
adopt the Plan and become an Employer hereunder by causing an appropriate
written instrument evidencing such adoption to be executed in accordance with
the requirements of its organizational authority. Any such instrument shall
specify the effective date of the adoption.

20.2 -       EFFECTIVE PLAN PROVISIONS

An Employer who adopts the Plan shall be bound by the provisions of the Plan in
effect at the time of the adoption and as subsequently in effect because of any
amendment to the Plan.

                                                                             112
<PAGE>


                                   ARTICLE XXI
                            MISCELLANEOUS PROVISIONS


21.1 -       NO COMMITMENT AS TO EMPLOYMENT

Nothing contained herein shall be construed as a commitment or agreement upon
the part of any person to continue his employment with an Employer or Related
Company, or as a commitment on the part of any Employer or Related Company to
continue the employment, compensation, or benefits of any person for any period.

21.2 -       BENEFITS

Nothing in the Plan nor the Trust Agreement shall be construed to confer any
right or claim upon any person, firm, or corporation other than the Employers,
the Trustee, Participants, and Beneficiaries.

21.3 -       NO GUARANTEES

The Employers, the Administrator, and the Trustee do not guarantee the Trust
from loss or depreciation, nor do they guarantee the payment of any amount which
may become due to any person hereunder.

21.4 -       EXPENSES

The expenses of administration of the Plan, including the expenses of the
Administrator and fees of the Trustee, shall be paid from the Trust as a general
charge thereon, unless the Sponsor elects to make payment. Notwithstanding the
foregoing, the Sponsor may direct that administrative expenses that are
allocable to the Separate Account of a specific Participant shall be paid from
that Separate Account and the costs incident to the management of the assets of
an Investment Fund or to the purchase or sale of securities held in an
Investment Fund shall be paid by the Trustee from such Investment Fund.

21.5 -       PRECEDENT

Except as otherwise specifically provided, no action taken in accordance with
the Plan shall be construed or relied upon as a precedent for similar action
under similar circumstances.

21.6 -       DUTY TO FURNISH INFORMATION

The Employers, the Administrator, and the Trustee shall furnish to any of the
others any documents, reports, returns, statements, or other information that
the other reasonably deems necessary to perform its duties hereunder or
otherwise imposed by law.


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<PAGE>


21.7 -       WITHHOLDING

The Trustee shall withhold any tax which by any present or future law is
required to be withheld, and which the Administrator notifies the Trustee in
writing is to be so withheld, from any payment to any Participant or Beneficiary
hereunder.

21.8 -       MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS

The Plan shall not be merged or consolidated with any other plan, nor shall any
of its assets or liabilities be transferred to another plan, unless, immediately
after such merger, consolidation, or transfer of assets or liabilities, each
Participant in the Plan would receive a benefit under the Plan which is at least
equal to the benefit he would have received immediately prior to such merger,
consolidation, or transfer of assets or liabilities (assuming in each instance
that the Plan had then terminated).

21.9 -       BACK PAY AWARDS

The provisions of this Section shall apply only to an Employee or former
Employee who becomes entitled to back pay by an award or agreement of an
Employer without regard to mitigation of damages. If a person to whom this
Section applies was or would have become an Eligible Employee after such back
pay award or agreement has been effected, and if any such person who had not
previously elected to make Tax-Deferred Contributions pursuant to Section 4.1
shall within 30 days of the date he receives notice of the provisions of this
Section make an election to make Tax-Deferred Contributions in accordance with
such Section 4.1 (retroactive to any Enrollment Date as of which he was or has
become eligible to do so), then such Participant may elect that any Tax-Deferred
Contributions not previously made on his behalf but which, after application of
the foregoing provisions of this Section, would have been made under the
provisions of Article IV and any After-Tax Contributions which he had not
previously made but which, after application of the foregoing provisions of this
Section, he would have made under the provisions of Article V, shall be made out
of the proceeds of such back pay award or agreement. In addition, if any such
Employee or former Employee would have been eligible to participate in the
allocation of Employer Contributions under the provisions of Article VI for any
prior Plan Year after such back pay award or agreement has been effected, his
Employer shall make an Employer Contribution equal to the amount of the Employer
Contribution which would have been allocated to such Participant under the
provisions of Article VI as in effect during each such Plan Year. The amounts of
such additional contributions shall be credited to the Separate Account of such
Participant. Any additional contributions made by such Participant and by an
Employer pursuant to this Section shall be made in accordance with, and subject
to the limitations of the applicable provisions of Articles IV, V, VI, and VII.

21.10 -      CONDITION ON EMPLOYER CONTRIBUTIONS

Notwithstanding anything to the contrary contained in the Plan or the Trust

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<PAGE>


Agreement, any contribution of an Employer hereunder is conditioned upon the
continued qualification of the Plan under Section 401(a) of the Code, the exempt
status of the Trust under Section 501(a) of the Code, and the deductibility of
the contribution under Section 404 of the Code. Except as otherwise provided in
this Section and Section 21.11, however, in no event shall any portion of the
property of the Trust ever revert to or otherwise inure to the benefit of an
Employer or any Related Company.

21.11 -      RETURN OF CONTRIBUTIONS TO AN EMPLOYER

Notwithstanding any other provision of the Plan or the Trust Agreement to the
contrary, in the event any contribution of an Employer made hereunder:

(a)          is made under a mistake of fact, or

(b)          is disallowed as a deduction under Section 404 of the Code,

such contribution may be returned to the Employer within one year after the
payment of the contribution or the disallowance of the deduction to the extent
disallowed, whichever is applicable. In the event the Plan does not initially
qualify under Section 401(a) of the Code, any contribution of an Employer made
hereunder may be returned to the Employer within one year of the date of denial
of the initial qualification of the Plan, but only if an application for
determination was made within the period of time prescribed under Section
403(c)(2)(B) of ERISA.

21.12 -      VALIDITY OF PLAN

The validity of the Plan shall be determined and the Plan shall be construed and
interpreted in accordance with the laws of the State or Commonwealth in which
the Sponsor has its principal place of business, except as preempted by
applicable Federal law. The invalidity or illegality of any provision of the
Plan shall not affect the legality or validity of any other part thereof.

21.13 -      TRUST AGREEMENT

The Trust Agreement and the Trust maintained thereunder shall be deemed to be a
part of the Plan as if fully set forth herein and the provisions of the Trust
Agreement are hereby incorporated by reference into the Plan.

21.14 -      PARTIES BOUND

The Plan shall be binding upon the Employers, all Participants and Beneficiaries
hereunder, and, as the case may be, the heirs, executors, administrators,
successors, and assigns of each of them.

21.15 -      APPLICATION OF CERTAIN PLAN PROVISIONS

A Participant's Beneficiary, if the Participant has died, or alternate payee
under a qualified domestic relations order shall be treated as a

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<PAGE>


Participant for purposes of directing investments as provided in Article X. For
purposes of the general administrative provisions and limitations of the Plan, a
Participant's Beneficiary or alternate payee under a qualified domestic
relations order shall be treated as any other person entitled to receive
benefits under the Plan. Upon any termination of the Plan, any such Beneficiary
or alternate payee under a qualified domestic relations order who has an
interest under the Plan at the time of such termination, which does not cease by
reason thereof, shall be deemed to be a Participant for all purposes of the
Plan.

21.16 -      LEASED EMPLOYEES

Any leased employee, other than an excludable leased employee, shall be treated
as an employee of the Employer for which he performs services for all purposes
of the Plan with respect to the provisions of Sections 401(a)(3), (4), (7), and
(16), and 408(k), 410, 411, 415, and 416 of the Code; provided, however, that no
leased employee shall accrue a benefit hereunder based on service as a leased
employee except as otherwise specifically provided in the Plan. A "leased
employee" means any person who performs services for an Employer or a Related
Company (the "recipient") (other than an employee of the recipient) pursuant to
an agreement between the recipient and any other person (the "leasing
organization") on a substantially full-time basis for a period of at least one
year, provided that such services are of a type historically performed, in the
business field of the recipient, by employees. An "excludable leased employee"
means any leased employee of the recipient who is covered by a money purchase
pension plan maintained by the leasing organization which provides for (i) a
nonintegrated employer contribution on behalf of each participant in the plan
equal to at least ten percent of compensation, (ii) full and immediate vesting,
and (iii) immediate participation by employees of the leasing organization
(other than employees who perform substantially all of their services for the
leasing organization or whose compensation from the leasing organization in each
plan year during the four-year period ending with the plan year is less than
$1,000); provided, however, that leased employees do not constitute more than 20
percent of the recipient's nonhighly compensated work force. For purposes of
this Section, contributions or benefits provided to a leased employee by the
leasing organization that are attributable to services performed for the
recipient shall be treated as provided by the recipient.

21.17 -      TRANSFERRED FUNDS

If funds from another qualified plan are transferred or merged into the Plan,
such funds shall be held and administered in accordance with any restrictions
applicable to them under such other plan to the extent required by law and shall
be accounted for separately to the extent necessary to accomplish the foregoing.


                                                                             116
<PAGE>


                                  ARTICLE XXII
                              TOP-HEAVY PROVISIONS


22.1 -       DEFINITIONS

For purposes of this Article, the following terms shall have the following
meanings:

(a)          The "compensation" of an employee means compensation as defined in
             Section 415 of the Code and regulations issued thereunder. In no
             event, however, shall the compensation of a Participant taken into
             account under the Plan for any Plan Year exceed (1) $200,000 for
             Plan Years beginning prior to January 1, 1994, or (2) $150,000 for
             Plan Years beginning on or after January 1, 1994 (subject to
             adjustment annually as provided in Section 401(a)(17)(B) and
             Section 415(d) of the Code; provided, however, that the dollar
             increase in effect on January 1 of any calendar year, if any, is
             effective for Plan Years beginning in such calendar year). If the
             compensation of a Participant is determined over a period of time
             that contains fewer than 12 calendar months, then the annual
             compensation limitation described above shall be adjusted with
             respect to that Participant by multiplying the annual compensation
             limitation in effect for the Plan Year by a fraction the numerator
             of which is the number of full months in the period and the
             denominator of which is 12; provided, however, that no proration is
             required for a Participant who is covered under the Plan for less
             than one full Plan Year if the formula for allocations is based on
             Compensation for a period of at least 12 months. In determining the
             compensation, for purposes of applying the annual compensation
             limitation described above, of a Participant who is a five-percent
             owner or one of the ten Highly Compensated Employees receiving the
             greatest compensation for the Plan Year, the compensation of the
             Participant's spouse and of his lineal descendants who have not
             attained age 19 as of the close of the Plan Year shall be included
             as compensation of the Participant for the Plan Year. If as a
             result of applying the family aggregation rule described in the
             preceding sentence the annual compensation limitation would be
             exceeded, the limitation shall be prorated among the affected
             family members in proportion to each member's compensation as
             determined prior to application of the family aggregation rules.

(b)          The "determination date" with respect to any Plan Year means the
             last day of the preceding Plan Year, except that the determination
             date with respect to the first Plan Year of the Plan, shall mean
             the last day of such Plan Year.

(c)          A "key employee" means any Employee or former Employee who is a key
             employee pursuant to the provisions of Section 416(i)(1) of the
             Code and any Beneficiary of such Employee or former Employee.

(d)          A "non-key employee" means any Employee who is not a key employee.

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<PAGE>


(e)          A "permissive aggregation group" means those plans included in each
             Employer's required aggregation group together with any other plan
             or plans of the Employer, so long as the entire group of plans
             would continue to meet the requirements of Sections 401(a)(4) and
             410 of the Code.

(f)          A "required aggregation group" means the group of tax-qualified
             plans maintained by an Employer or a Related Company consisting of
             each plan in which a key employee participates and each other plan
             that enables a plan in which a key employee participates to meet
             the requirements of Section 401(a)(4) or Section 410 of the Code,
             including any plan that terminated within the five-year period
             ending on the relevant determination date.

(g)          A "super top-heavy group" with respect to a particular Plan Year
             means a required or permissive aggregation group that, as of the
             determination date, would qualify as a top-heavy group under the
             definition in paragraph (i) of this Section with "90 percent"
             substituted for "60 percent" each place where "60 percent" appears
             in the definition.

(h)          A "super top-heavy plan" with respect to a particular Plan Year
             means a plan that, as of the determination date, would qualify as a
             top-heavy plan under the definition in paragraph (j) of this
             Section with "90 percent" substituted for "60 percent" each place
             where "60 percent" appears in the definition. A plan is also a
             "super top-heavy plan" if it is part of a super top-heavy group.

(i)          A "top-heavy group" with respect to a particular Plan Year means a
             required or permissive aggregation group if the sum, as of the
             determination date, of the present value of the cumulative accrued
             benefits for key employees under all defined benefit plans included
             in such group and the aggregate of the account balances of key
             employees under all defined contribution plans included in such
             group exceeds 60 percent of a similar sum determined for all
             employees covered by the plans included in such group.

(j)          A "top-heavy plan" with respect to a particular Plan Year means
             (i), in the case of a defined contribution plan (including any
             simplified employee pension plan), a plan for which, as of the
             determination date, the aggregate of the accounts (within the
             meaning of Section 416(g) of the Code and the regulations and
             rulings thereunder) of key employees exceeds 60 percent of the
             aggregate of the accounts of all participants under the plan, with
             the accounts valued as of the relevant valuation date and increased
             for any distribution of an account balance made in the five-year
             period ending on the determination date, (ii), in the case of a
             defined benefit plan, a plan for which, as of the determination
             date, the present value of the cumulative accrued benefits payable
             under the plan (within the meaning of Section 416(g) of the Code
             and the regulations and rulings thereunder) to key employees
             exceeds 60 percent of the

                                                                             118
<PAGE>


             present value of the cumulative accrued benefits under the plan for
             all employees, with the present value of accrued benefits to be
             determined under the accrual method uniformly used under all plans
             maintained by an Employer or, if no such method exists, under the
             slowest accrual method permitted under the fractional accrual rate
             of Section 411(b)(1)(C) of the Code and including the present value
             of any part of any accrued benefits distributed in the five-year
             period ending on the determination date, and (iii) any plan
             (including any simplified employee pension plan) included in a
             required aggregation group that is a top-heavy group. For purposes
             of this paragraph, the accounts and accrued benefits of any
             employee who has not performed services for an Employer or a
             Related Company during the five-year period ending on the
             determination date shall be disregarded. For purposes of this
             paragraph, the present value of cumulative accrued benefits under a
             defined benefit plan for purposes of top-heavy determinations shall
             be calculated using the actuarial assumptions otherwise employed
             under such plan, except that the same actuarial assumptions shall
             be used for all plans within a required or permissive aggregation
             group. A Participant's interest in the Plan attributable to any
             Rollover Contributions, except Rollover Contributions made from a
             plan maintained by an Employer or a Related Company, shall not be
             considered in determining whether the Plan is top-heavy.
             Notwithstanding the foregoing, if a plan is included in a required
             or permissive aggregation group that is not a top-heavy group, such
             plan shall not be a top-heavy plan.

(k)          The "valuation date" with respect to any determination date means
             the most recent Valuation Date occurring within the 12-month period
             ending on the determination date.

22.2 -       APPLICABILITY

Notwithstanding any other provision of the Plan to the contrary, the provisions
of this Article shall be applicable during any Plan Year in which the Plan is
determined to be a top-heavy plan as hereinafter defined. If the Plan is
determined to be a top-heavy plan and upon a subsequent determination date is
determined no longer to be a top-heavy plan, the vesting provisions of Article
VI shall again become applicable as of such subsequent determination date;
provided, however, that if the prior vesting provisions do again become
applicable, any Employee with three or more years of Vesting Service may elect
in accordance with the provisions of Article VI, to continue to have his vested
interest in his Employer Contributions Sub-Account determined in accordance with
the vesting schedule specified in Section 22.5.

22.3 -       MINIMUM EMPLOYER CONTRIBUTION

If the Plan is determined to be a top-heavy plan, the Employer Contributions
allocated to the Separate Account of each non-key employee who is an Eligible
Employee and who is employed by an Employer or a Related Company on the last day
of such top-heavy Plan Year shall be no less than

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the lesser of (i) three percent of his compensation or (ii) the largest
percentage of compensation that is allocated as an Employer Contribution and/or
Tax-Deferred Contribution for such Plan Year to the Separate Account of any key
employee; except that, in the event the Plan is part of a required aggregation
group, and the Plan enables a defined benefit plan included in such group to
meet the requirements of Section 401(a)(4) or 410 of the Code, the minimum
allocation of Employer Contributions to each such non-key employee shall be
three percent of the compensation of such non-key employee. Any minimum
allocation to a non-key employee required by this Section shall be made without
regard to any social security contribution made on behalf of the non-key
employee, his number of hours of service, his level of compensation, or whether
he declined to make elective or mandatory contributions. Notwithstanding the
minimum top-heavy allocation requirements of this Section, if the Plan is a
top-heavy plan, each non-key employee who is an Eligible Employee and who is
employed by an Employer or a Related Company on the last day of a top-heavy Plan
Year and who is also covered under any other top-heavy plan or plans of an
Employer will receive the top-heavy benefits provided under such other plan in
lieu of the minimum top-heavy allocation under the Plan.

22.4 -       ADJUSTMENTS TO SECTION 415 LIMITATIONS

If the Plan is determined to be a top-heavy plan and an Employer maintains a
defined benefit plan covering some or all of the Employees that are covered by
the Plan, the defined benefit plan fraction and the defined contribution plan
fraction, described in Article VII, shall be determined as provided in Section
415 of the Code by substituting "1.0" for "1.25" each place where "1.25"
appears, except that such substitutions shall not be applied to the Plan if (i)
the Plan is not a super top-heavy plan, (ii) the Employer Contribution for such
top-heavy Plan Year for each non-key employee who is to receive a minimum
top-heavy benefit hereunder is not less than four percent of such non-key
employee's compensation, and (iii) the minimum annual retirement benefit accrued
by a non-key employee who participates under one or more defined benefit plans
of an Employer or a Related Company for such top-heavy Plan Year is not less
than the lesser of three percent times years of service with an Employer or a
Related Company or thirty percent.

22.5 -       ACCELERATED VESTING

If the Plan is determined to be a top-heavy plan, a Participant's vested
interest in his Employer Contributions Sub-Account shall be determined no less
rapidly than in accordance with the following vesting schedule:


         Years of Vesting Service       Vested Interest
         ------------------------       ---------------

               Less than 1                      0%
               1 but less than 2               20%
               2 but less than 3               40%
               3 but less than 4               60%
               4 but less than 5               80%
               5 or more                      100%

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                                  ARTICLE XXIII
                                 EFFECTIVE DATE


23.1 -       EFFECTIVE DATE OF AMENDMENT AND RESTATEMENT

This amendment and restatement is effective as of July 1, 1997.


                                      * * *

         EXECUTED AT BROADBAND TECHNOLOGIES, INC., DURHAM, NC., this 27th day
of June, 1997.


                                  BROADBAND TECHNOLOGIES, INC.


                                  By: Timothy K. Oakley
                                     --------------------
                                  Title:Vice President/Chief Financial Officer

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