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                                                                   Exhibit 10(v)







                         THE OXFORD SELECT SAVINGS PLAN


                              Amended and Restated

                            Effective January 1, 2001






HART1-883239-2
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                                Table of Contents

<TABLE>
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P R E A M B L E:................................................................        1

ARTICLE I  DEFINITIONS..........................................................        2

ARTICLE II ADMINISTRATION OF THE PLAN...........................................       15

         2.1      Appointment of Plan Administrator.............................       15

         2.2      Named Fiduciaries.............................................       15

         2.3      Agents........................................................       16

         2.4      Procedures....................................................       17

         2.5      Plan Administrator's Powers and Duties........................       17

         2.6      Liability and Indemnification of the Plan Administrator.......       18

         2.7      Standard of Review............................................       19

         2.8      Resignation or Removal........................................       20

         2.9      Miscellaneous.................................................       20

         2.10     Establishment of Funding Policy...............................       21

ARTICLE III PARTICIPATION IN PLAN...............................................       22

         3.1      Conditions of Eligibility.....................................       22

         3.2      Participation.................................................       22

         3.3      Termination of Participation..................................       23

ARTICLE IV CONTRIBUTIONS........................................................       25

         4.1      Employee Salary Reduction Contributions.......................       25

         4.2      Employer Contributions........................................       31

         4.3      Limitations upon Contributions................................       34

         4.4      Rollover Contributions........................................       35
</TABLE>


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<TABLE>


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         4.5      Administrative Expenses......................................        36

ARTICLE V ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES..................       38

         5.1      Allocation of Employer Contributions.........................        38

         5.2      Employer Minimum Contribution.................................       38

         5.3      Forfeitures..................................................        39

ARTICLE VI INVESTMENT PROVISIONS................................................       40

         6.1      Investment Funds..............................................       40

         6.2      Investment of Contributions...................................       40

         6.3      Transfer between Funds........................................       41

         6.4      Investment of Investment Funds...............................        42

         6.5      Accounting for Participants' Shares..........................        42

         6.6      Adjustment for Investment Experience..........................       42

         6.7      Composition of Accountings....................................       43

ARTICLE VII VESTING............................................................        44

         7.1      Regular Vesting..............................................        44

ARTICLE VIII LOANS AND WITHDRAWALS..............................................       46

         8.1      Loans to Participants........................................        46

         8.2      Withdrawal of Funds..........................................        50

ARTICLE IX DISTRIBUTION OF BENEFITS.............................................       53

         9.1      Separation from Service......................................        53

         9.2      Death Benefits................................................       55

         9.3      Valuation for Distribution....................................       58

         9.4      Service Credits...............................................       58

         9.5      Distribution Requirements.....................................       59

ARTICLE X QUALIFIED DOMESTIC RELATIONS ORDERS...................................       62

         10.1     General Rules.................................................       62
</TABLE>

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<TABLE>
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         10.2     Definitions...................................................       62

         10.3     Distributions................................................        64

         10.4     Notice........................................................       64

         10.5     Plan Procedures...............................................       65

         10.6     Segregation and Payment of Benefits...........................       65

ARTICLE XI TRUST................................................................       67

         11.1     Trustee.......................................................       67

         11.2     Trust for Exclusive Benefit of Employees......................       67

ARTICLE XII AMENDMENT, TERMINATION AND MERGER..................................        69

         12.1     Amendment.....................................................       69

         12.2     Termination; Discontinuance of Contributions.................        69

         12.3     Merger.......................................................        70

ARTICLE XIII MISCELLANEOUS.....................................................        72

         13.1     Participants' Rights.........................................        72

         13.2     Non-Assignability of Benefits................................        72

         13.3     Delegation of Authority by Employer..........................        73

         13.4     Construction of Plan.........................................        73

         13.5     Gender and Number............................................        73

         13.6     Approval of Internal Revenue Service.........................        73

         13.7     Incapacity to Receive Distributions..........................        74

         13.8     Location of Participant or Beneficiary.......................        74
</TABLE>

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                                P R E A M B L E:

         Oxford Health Plans, Inc. (the "Company") wishes to promote interest in
the successful operation of its business, and provide its employees with an
opportunity to accumulate funds for their retirement. To implement this wish,
the Company adopted The Oxford Select Savings Plan (the "Plan"), effective
October 1, 1990, which was previously amended effective March 3, 1997. The Plan
is hereby amended and restated effective January 1, 2001.
<PAGE>   6
                                    ARTICLE I

                                   DEFINITIONS

         1.1 "Account Balance." The amounts credited to the Salary Reduction
Contribution Account, Employer Matching Contribution Account, and Rollover
Contribution Account established and maintained on behalf of each Participant at
any point in time.

         1.2 "Allocation Date." The last day of each Plan Year and/or such other
dates as the Plan Administrator shall determine to allocate investment
experience as provided in Section 6.1.

         1.3 "Authorized Leave of Absence." Any absence authorized by the
Employer under the Employer's standard personnel practices, provided that all
persons under similar circumstances must be treated alike in the granting of
such Authorized Leaves of Absence and provided further that the Employee returns
within the period of authorized absence. An absence due to service in the Armed
Forces of the United States shall be considered an Authorized Leave of Absence
provided that the Employee returns to employment with the Employer within the
period provided by law.

         1.4 "Beneficiary." One or more persons and/or trusts and/or estates
designated in accordance with this Plan to receive benefits upon the death of a
Participant.

         1.5 "Board of Directors." The Board of Directors of the Company.

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         1.6 "Break in Service." A Break in Service is a Plan Year during which
the Employee completes no more than 500 Hours of Service.

         1.7 "Code." The Internal Revenue Code of 1986 as it has been and as it
may be amended from time to time and any regulations promulgated thereunder and
interpretations thereof as such may affect this Plan.

         1.8 "Company." Oxford Health Plans, Inc., a Delaware corporation.

         1.9 "Company Stock." Common stock of Oxford Health Plans, Inc.

         1.10 "Compensation." Each Employee's compensation paid by the Employer
during the Plan Year to such Employee while such Employee is a Participant in
the Plan, unreduced for Salary Reduction Contributions made under this Plan and
any amounts contributed by the Employee under a cafeteria plan meeting the
requirements of Section 125 of the Code. Compensation shall not include
Compensation of any Employee in excess of $170,000 (increased as permitted under
Section 401(a)(17) of the Code to reflect cost-of-living adjustments). For all
other purposes of the Plan, Compensation shall have the meaning prescribed by
such Section.

         1.11 "Determination Date." The last day of the preceding Plan Year.


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         1.12 "Effective Date." January 1, 2001, except as otherwise provided
herein.

         1.13 "Eligible Employee." All Employees who have met the age and
service requirements except: (a) employees of Human Care Medical Services (NY),
P.C., On-Call Medical Services, P.C. and Oxford Specialty Holdings, Inc. and (b)
employees who are not regular full-time or part-time employees scheduled to work
20 or more Hours of Service during a week.

         1.14 "Employee." A person who is receiving remuneration for personal
services rendered to the Employer as a common-law Employee, or who would be
receiving such remuneration except for an Authorized Leave of Absence.

         1.15 "Employer." The Company, and any successor thereto which adopts
this Plan in writing and any other company (or successor thereto) which adopts
this Plan in writing and in conjunction with the Company.

         1.16 "Employer Matching Contribution Account." The account established
in accordance with Section 4.2(a) for each Participant to record the
Participant's allocated share of Employer Matching Contributions and Fund
appreciation attributable thereto.

         1.17 "Employer Matching Contributions." The matching contributions made
by the Employer in accordance with Section 4.2(a).

         1.18 "Entry Date." The first day of each month.

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         1.19 "ERISA." The Employee Retirement Income Security Act of 1974, as
it has been and may be from time to time amended and any regulations promulgated
thereunder and interpretations thereof as such may affect this Plan.

         1.20 "Extra Employer Matching Contributions." The Employer Matching
Contributions in excess of 3% of a Participant's Compensation in any Plan Year
as such term is used in Article VI and Section 6.2(b).

         1.21 "Five Percent Owner." An Employee who owns more than five percent
of the value of the outstanding stock of the Employer or stock possessing more
than five percent of the total outstanding combined voting power of all stock of
the Employer. An Employee shall be considered to own stock that such Employee
owns directly and also stock that such Employee is deemed to own under Section
318 of the Code but substituting "5%" for "50%" in Section 318(a)(2)(C).

         1.22 "Fund." The corpus and all earnings, appreciation and additions
held by the Trustee under this Plan for the exclusive benefit of Participants
and their Beneficiaries.

         1.23 "Highly Compensated Employee." Any employee who

               (a) during the current or the immediately preceding Plan Year was
at any time a Five Percent Owner; or

               (b) during the immediately preceding Plan Year received
Compensation in excess of $85,000, as adjusted pursuant to Section 415(d) of the
Code.

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For purposes of this definitional Section, "Compensation" means compensation as
defined in Section 414(s) of the Code and employee shall include any employee of
any subsidiary or affiliate of the Employer.

         1.24 "Hour of Service."

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

              (b) Each hour,but not in excess of 501 hours in one continuous
period, for which an Employee is directly or indirectly paid, or entitled to
payment, by an Employer on account of a period of time during which no duties
are performed by the Employee (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty or leave of absence,
which hours shall be credited to the computation period or periods in which the
period during which no duties are performed occurs.

              (c) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to be paid to an Employee by an Employer,
which hours shall be credited to the Employee for the computation period to
which the award or

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agreement pertains, rather than the computation period in which the payment is
made.

              (d) Solely for purposes of determining whether an Employee has a
Break in Service, an Employee shall be credited with up to 501 Hours of Service
for any Plan Year during which the Employee does not perform any duties by
reason of:

                           (i)      the pregnancy of the Employee,

                           (ii)     the birth of a child of the Employee,

                           (iii)    the placement of a child with the Employee
                                    in connection with the adoption of such
                                    child by such individual, or

                           (iv)     the caring for such child for a period
                                    beginning immediately following such birth
                                    or placement.

         An Employee shall only be credited with the number of hours which would
normally have been credited but for such absence or, if the number of such hours
is unable to be determined, eight hours per working day of such absence. Such
hours shall be credited in the Plan Year in which the absence begins if such
absence would prevent an Employee from completing 500 Hours of Service during
such year or, in any other case, in the following Plan Year. No Hours of Service
shall be credited under this paragraph unless the Employee furnishes to the Plan
Administrator timely information to establish the appropriate reasons for any


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absence and the number of days for which there was such an absence.

         (e) Hours of Service shall be determined and credited pursuant to the
rules of the Plan Administrator which are consistent with ERISA, including Labor
Regulation Section 2530.200b-2.

         (f) Solely for purposes of determining whether an Employee has a Break
in Service, an Employee shall be credited with up to 501 Hours of Service for
any Plan Year during which the Employee does not perform any duties by reason of
taking an Authorized Leave of Absence under the Family and Medical Leave Act.

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

    1.25 "Investment Funds." The investment funds provided for in Section 6.1.

    1.26 "Key Employee." An Employee who during the Plan Year ending on the
Determination Date or any of the four preceding Plan Years is:

         (a) an officer of the Employer with Compensation in excess of one-half
(1/2) times the amount then in effect under Section 415(b)(1)(A)of the Code;


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         (b) one of the ten Employees owning the largest interests in the
Employer and owning at least one-half percent (1/2%) of the Employer with
Compensation in excess of the amount then in effect under Section 415(c)(1)(A)
of the Code (for purposes of this subparagraph (b), the Employee having the
highest Compensation shall be deemed to own the largest interest);

         (c) a Five Percent Owner; or

         (d) a One Percent Owner with Compensation in excess of $150,000.

      An Employee shall be considered to own interests that he owns directly and
interests he is deemed to own pursuant to Section 318 of the Code after
substituting "5 percent" for "50 percent" in Section 318(a)(2)(C). The number of
officers that may be considered Key Employees is the lesser of ten percent of
all Employees or 50; provided, however, that at least three Employees may be
considered Key Employees regardless of the number of Employees. For purposes of
determining the number of officers, Employees described in Section 414(q)(5)
shall be excluded. For purposes of this Section, "Compensation" means
compensation as defined in Section 414(s) of the Code. For purposes of this
definitional Section, the term "Key Employee" shall include any former Employee
or any Beneficiary of a Key Employee.


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      1.27 "Non-Highly Compensated Employee." Any employee who is not a Highly
Compensated Employee for a Plan Year. For purposes of this Section, an employee
shall include any employee of any subsidiary or affiliate of the Employer.

      1.28 "Non-Key Employee." Any Eligible Employee who is not a Key Employee
for a Plan Year and who has met the requirements to participate in the Plan.

      1.29 "Normal Retirement Date." The first day of the month coinciding with
or next following the date on which a Participant reaches age 65, or the fifth
anniversary of the commencement of a Participant's participation in the Plan, if
later.

      1.30 "One Percent Owner." An Employee who owns more than one percent of
the value of the outstanding interests of the Employer or interests possessing
more than one percent of the total combined voting power of all interests of the
Employer. An Employee shall be considered to own interests that such Employee
owns directly and also interests that such Employee is deemed to own under
Section 318 of the Code but substituting "5%" for "50%" in Section 318(a)(2)(C).

      1.31 "Participant." An Employee who has met the conditions of eligibility
and participation prescribed in Article III and for whose benefit, or for whose
Beneficiary, the Trustee holds or will hold assets until such Employee's Account
Balance has been fully distributed.


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      1.32 "Plan." The Oxford Select Savings Plan, as from time to time amended.

      1.33 "Plan Administrator." The person or persons appointed to manage and
administer the Plan as provided in Article II.

      1.34 "Plan Year." Each twelve-month period commencing on January 1 and
ending on December 31.

      1.35 "Rollover Contribution Account." The account established in
accordance with Section 4.4 for each Participant to record the Participant's
Rollover Contributions, if any, and Fund appreciation attributable thereto.

      1.36 "Rollover Contributions." The contributions made by a Participant in
accordance with Section 4.4.

      1.37 "Salary Reduction Contribution Account." The account established in
accordance with Section 4.1 for each Participant to record the Participant's
Salary Reduction Contributions, if any, and Fund appreciation attributable
thereto.

      1.38 "Salary Reduction Contributions." The contributions made on a salary
reduction basis by a Participant in accordance with Section 4.1.

      1.39 "Separation from Service." The date of an Employee's death,
retirement, resignation or discharge, or any absence that causes such Employee
to cease to be an Employee.

      1.40 "Shares." Shares of Company Stock.

      1.41 "Top-Heavy Plan."



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         (a) If the Employer does not maintain any other plans, the Plan shall
be a Top-Heavy Plan for any Plan Year if, as of the Determination Date, the
aggregate of the Account Balances of Key Employees under the Plan exceeds 60% of
the aggregate Account Balances of all Participants under the Plan; or

         (b) If the Employer maintains or maintained any plan in addition to
this Plan (whether or not terminated) and if any such other plan has any
Participant who is a Key Employee or enables any plan with Key Employees to meet
the discrimination and coverage tests of Sections 401(a)(4) or 410 of the Code,
then the Plan shall be a Top-Heavy Plan if for such Plan Year, as determined as
of the Determination Date, the sum of the present value of cumulative benefits
accrued under any such other defined benefit plan, such value to be determined
by applying the actuarial assumptions stated in any such plan, for Key Employees
plus the aggregate of the Account Balances of Key Employees under all such other
plans that are defined contribution plans and under this Plan, exceeds 60% of
the present aggregate value of a similar sum determined for all Participants in
all plans.

         (c) For purposes of this Section, the Account Balances and present
value of cumulative benefits accrued under any defined benefit plan of former
Key Employees and of former Participants or Beneficiaries who have not performed
any services for the Employer within the five year period ending on the last
Determination Date shall be excluded. For purposes of this

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<PAGE>   17
Section, all distributions made within the five year period ending on the last
Determination Date shall be included in the Account Balances of all Key
Employees, Participants, former Participants and Beneficiaries.

      1.42 "Total and Permanent Disability." Incapacity, physical or mental,
permanent in nature, resulting from a medically determinable physical or mental
impairment, which results in an Employee being unable to continue in the service
of the Employer and which can be expected to result in death or to be of long,
continued and indefinite duration. The Plan Administrator shall be the sole
judge of whether a disability exists.

      1.43 "Trust." The trust created by the Company and the Trustee by a trust
agreement to hold and invest the assets contributed under the terms of this
Plan.

      1.44 "Trust Agreement." The trust agreement entered into between the
Company and Trustee to hold and invest the assets contributed under the terms of
this Plan and the Trust.

      1.45 "Trustee." Putnam Fiduciary Trust Company or such other individual or
corporate fiduciary or fiduciaries as may be duly appointed by the Board of
Directors to hold the assets of the Fund pursuant to the terms of this Plan and
the Trust.

      1.46 "Valuation Date." The last day of each Plan Year and/or such other
dates as the Plan Administrator shall determine to value the Fund.

      1.47 "Year of Service." A Year of Service shall be a Plan



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Year during which the Employee completes 1,000 or more Hours of Service. For
these purposes, all Years of Service with the Company, any subsidiary or
affiliate thereof, and Oaktree Health Plan, Inc. shall be counted for vesting
purposes.



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<PAGE>   19
                                   ARTICLE II

                           ADMINISTRATION OF THE PLAN

      2.1 Appointment of Plan Administrator. The Company shall be the plan
administrator within the meaning of Section 414(g) of the Code. The Company may
delegate the administration of the Plan to a Plan Administrator who shall be
appointed by and serve at the pleasure of the Company. All usual and reasonable
expenses of the Plan Administrator may be paid in whole or in part by the
Company, and any expenses not so paid shall be paid by the Trustee out of the
assets of the Trust. A Plan Administrator who receives full-time pay from the
Employer shall not receive compensation with respect to his services.

      2.2 Named Fiduciaries. The Company and the Plan Administrator shall be
"named fiduciaries" within the meaning of ERISA. The Company, Plan
Administrator, Employer, and Trustee shall have only such responsibilities as
are specifically allocated to them in this Plan and the Trust Agreement.

         (a) Trustee. The Trustee shall have exclusive responsibility for the
control and management of the assets of the Fund, as provided in the Trust
Agreement.

         (b) Plan Administrator. The Plan Administrator shall have
responsibility and authority to control the operation and administration of the
Plan in accordance with the terms of the Plan and Trust Agreement. If more than
one person is serving as

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the Plan Administrator, any act which this Plan authorizes or requires the Plan
Administrator to do may be done by a majority of such persons, and the action of
such majority expressed from time to time by a vote at a meeting, or in writing
without a meeting, shall constitute the action of the Plan Administrator.

         (c) The Company, as Plan Sponsor. The Company shall be responsible for
all functions assigned or reserved to it under the Plan and Trust Agreement,
including the right to remove or replace the Trustee and the Plan Administrator.
Any authority assigned or reserved to the Company under the Plan and Trust
Agreement, other than responsibilities assigned to the Plan Administrator, shall
be exercised by the Company, and shall become effective, with respect to the
Trustee, upon written notice to the Trustee signed by an authorized individual
advising the Trustee of such exercise.

         (d) Employer. The Employer shall have the sole responsibility for
making the contributions necessary to provide benefits under the Plan.

      2.3 Agents. The Plan Administrator may employ such agents to perform
clerical and other services, and such counsel, accountants and actuaries as it
may deem necessary or desirable for administration of the Plan. The Plan
Administrator may rely upon the written opinions or certificates of any agent,
counsel, actuary or physician.

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<PAGE>   21
      2.4 Procedures. The Plan Administrator shall adopt such bylaws as it deems
desirable and shall keep all such books of account, records and other data as
may be necessary for proper administration of the Plan. The Plan Administrator
shall keep a record of all actions and forward all necessary communications to
the Trustee and the Company. The Plan Administrator shall keep records
containing all relevant data pertaining to any person affected hereby and such
person's rights under the Plan.

      2.5 Plan Administrator's Powers and Duties. The Plan Administrator shall
have such powers and duties as may be necessary to discharge its function
hereunder, including, but not by way of limitation, the following:

         (a) To construe and interpret the Plan, to decide all questions which
may arise relative to the rights of Employees, past and present, and their
Beneficiaries, under the terms of the Plan;

         (b) To obtain from the Employer and from Employees such information as
shall be necessary for the proper administration of the Plan, and, when
appropriate, to furnish such information promptly to the Trustee or other
persons entitled thereto;

         (c) To prepare and distribute, in such manner as the Plan Administrator
determines to be appropriate, information explaining the Plan;


                                       17
<PAGE>   22
         (d) To furnish the Company, upon request, such reports with respect to
the administration of the Plan as are reasonable and appropriate;

         (e) To obtain and review reports of the Trustee pertaining to the
receipts, disbursements and financial condition of the Trust;

         (f) To establish and maintain such accounts in the name of the Employer
and of each Participant as are necessary; and

         (g) To delegate in writing all or any part of its responsibilities
under the Plan to the Trustee and in the same manner revoke any such delegation
of responsibility. Any action of the Trustee in the exercise of such delegated
responsibilities shall have the same force and effect for all purposes as if
such action had been taken by the Plan Administrator. The Trustee shall have the
right, in its sole discretion, by written instrument delivered to the Plan
Administrator, to reject and to refuse to exercise any such delegated authority.

      2.6 Liability and Indemnification of the Plan Administrator. In connection
with any action or determination, the Plan Administrator shall be entitled to
rely upon information furnished by the Employer. To the extent permitted by law,
the Company shall indemnify the Plan Administrator against any liability or loss
sustained by reason of any act or failure to act in its administrative capacity,
if such act or failure to act

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<PAGE>   23
does not involve willful misconduct. Such indemnification of the Plan
Administrator shall include attorney's fees and other costs and expenses
reasonably incurred in defense of any action brought against the Plan
Administrator by reason of any such act or failure to act. No bond or other
security shall be required of any Plan Administrator unless the Plan
Administrator handles funds or other property of the Plan. A Plan Administrator
shall not be liable or responsible for the acts of commission or omission of
another fiduciary unless:

         (a) the Plan Administrator knowingly participates or knowingly attempts
to conceal the act or omission of another fiduciary and he knows that the act or
omission is a breach of fiduciary responsibility by the other fiduciary; or

         (b) the Plan Administrator has knowledge of a breach by the other
fiduciary and shall not make reasonable efforts to remedy the breach; or

         (c) the Plan Administrator's breach of the Plan Administrator's own
fiduciary responsibility permits the other fiduciary to commit a breach.

      2.7 Standard of Review. The Plan Administrator and Trustee shall have sole
discretion to make decisions regarding a Participant's or Beneficiary's benefits
and such decision shall be conclusive and binding on all parties. The Plan
Administrator, in the Plan Administrator's discretion, shall have the authority
to interpret all provisions of this Plan, and to



                                       19
<PAGE>   24
make all decisions regarding administration of the Plan and eligibility for
benefits under the Plan, and such interpretation shall be conclusive and binding
on all parties. All decisions of the Plan Administrator with respect to this
Plan shall be respected unless arbitrary and capricious.

      2.8 Resignation or Removal. The Plan Administrator may resign by giving
written notice to the Company not less than 15 days before the effective date of
the Plan Administrator's resignation. The Plan Administrator may be removed,
without cause, by the Company, who shall fill the vacancy as soon as reasonably
possible after a vacancy occurs. Until a new appointment is made, the Company
shall act as the Plan Administrator.

      2.9 Miscellaneous.

         (a) All actions or determinations of the Plan Administrator or the
Company hereunder shall be made or result from uniform standards applied in a
nondiscriminatory manner with respect to all Employees, Participants or
Beneficiaries.

         (b) Any person affected hereby may consult with the Plan Administrator
on any matters relating to his interest in the Plan.

         (c) The Plan Administrator shall not vote or decide upon any matters
relating solely to himself or to any of his rights or benefits under this Plan.


                                       20
<PAGE>   25
         2.10 Establishment of Funding Policy. On a regular basis the Plan
Administrator shall determine the Plan's short-run and long-run financial needs
and communicate such needs to the Trustee. In determining financial needs the
Plan Administrator shall consider, among other factors, the Plan's immediate
requirements to pay benefits and the Plan's needs for investment growth.



                                       21
<PAGE>   26
                                   ARTICLE III

                              PARTICIPATION IN PLAN

      3.1 Conditions of Eligibility. Each Eligible Employee who has attained age
18 shall be eligible to become a Participant in the Plan on the Entry Date
coinciding with or immediately following the six-month anniversary of the
commencement of employment with the Employer or on any subsequent Entry Date.

      In the event that an Employee who is not an Eligible Employee later
becomes an Eligible Employee, such Employee shall be eligible to become a
Participant in the Plan upon the Entry Date coinciding with or immediately
following the later of (i) becoming an Eligible Employee or (ii) the six-month
anniversary of the commencement of employment with the Employer.

      In the event that an individual who was not classified as an Eligible
Employee or a common-law employee is legally reclassified as an Eligible
Employee or a common-law employee of the Employer, such Employee shall only be
considered to be an Eligible Employee at the time of such reclassification, or,
if later, at the time that such individual is initially treated as an Eligible
Employee on the payroll records of the Employer.

      3.2 Participation.

         (a) Except as otherwise specifically provided herein, in order to
become a Participant, an Employee must have filed with the Plan Administrator a
signed application in which such Employee shall designate his contribution
percentage, if any, as



                                       22
<PAGE>   27
provided in Section 4.1, authorize deduction of his contributions to the Plan
from his Compensation, designate a Beneficiary in accordance with Section 9.2(b)
and make the election of Investment Funds specified in Section 6.2.
Participation in the Plan shall be automatic upon an Employee's becoming
eligible to participate. Each Employee who becomes a Participant shall be deemed
to have agreed to the terms and conditions of the Plan.

         (b) Upon proper notice to all affected Eligible Employees, the Company
may require, on a prospective basis only, that upon an Eligible Employee
becoming eligible to participate in the Plan, the Employee's participation shall
be automatic unless the Employee affirmatively elects, in a manner as provided
by the Plan Administrator, not to participate in the Plan (for purposes of this
Section 3.2(b), a "Deemed Participant"). An Employee who is a Deemed Participant
shall be deemed to have elected a Salary Reduction Contribution of three percent
(3%) of Compensation and to have elected to name as the Deemed Participant's
Beneficiary the Deemed Participant's spouse (if the Deemed Participant is
married at the time the Deemed Participant's participation commences) or, if
not, the Deemed Participant's estate.

      3.3 Termination of Participation. Participation in the Plan will terminate
when a Participant or his Beneficiaries have received all benefits due to them
under the Plan, except for a withdrawal of funds pursuant to Section 8.2. If a
Participant

                                       23
<PAGE>   28
terminates his employment with the Employer and is subsequently rehired he may
resume participation in the Plan upon the date of his rehiring.



                                       24
<PAGE>   29
                                   ARTICLE IV

                                  CONTRIBUTIONS

         4.1      Employee Salary Reduction Contributions.


                  (a) Contributions. Subject to the provisions of Section 4.3
and to the requirements and limitations of this Section 4.1, each Participant
may elect to make Salary Reduction Contributions, as a whole percentage of
Compensation of a maximum of 15 percent and a minimum of 1 percent, in which
event the Employer will reduce the Participant's Compensation otherwise payable
currently by the percentage the Participant elects (or is deemed to have elected
pursuant to Section 3.2(b)), credit the amount to a Salary Reduction
Contribution Account on behalf of the Participant and contribute such amount to
the Trust. A Participant may elect an amount of Salary Reduction Contributions
not to exceed $10,500 (increased as permitted under Section 402(g)(5) of the
Code) in any calendar year; provided, however, that for the year following the
year in which a Participant receives a hardship distribution under Section 8.2,
a Participant's Salary Reduction Contributions may not exceed $10,500 (increased
as permitted under Section 402(g)(5) of the Code) reduced by the amount of the
Participant's Salary Reduction Contributions during the year in which the
hardship distribution was received. Adjustments shall be made to a Participant's
Salary Reduction Contribution Account if any reductions in Salary

                                       25
<PAGE>   30

Reduction Contributions are required by Sections 4.1(b) and 4.1(e).

                  (b) Excess Deferrals. If a Participant's Salary Reduction
Contributions exceed $10,500, or such higher amount as may be permitted (reduced
by the amount of a Participant's Salary Reduction Contributions during the prior
calendar year in which a hardship distribution was received), in any calendar
year, any excess plus any earnings or losses attributable thereto, determined
under Section 4.1(g), shall be distributed to such Participant by April 15
following the close of such calendar year.

         A Participant may also make a claim to receive all or a portion of his
Salary Reduction Contributions for a calendar year. The Participant's claim
shall be in writing, shall be submitted to the Plan Administrator no later than
March 15 following the end of the calendar year to which such claim applies,
shall specify the Participant's excess Salary Reduction Contributions to the
Plan due to his or her participation in another plan, and shall be accompanied
by the Participant's written statement that if such amounts are not distributed,
such excess Salary Reduction Contributions, when added to amounts deferred under
other plans or arrangements described in Sections 401(k), 408(k) or 403(b) of
the Code, will exceed the limit imposed on the Participant by Section 402(g) of
the Code for the year in which the Salary Reduction Contributions occurred. Any

                                       26
<PAGE>   31
amounts so claimed shall be distributed in the manner set forth in this Section
4.1(b).

                  (c) Time of Salary Reduction Election. Elections to make
Salary Reduction Contributions by Employees not making such contributions to the
Plan at such time must be made by providing the Plan Administrator with such
advance notice as may be required by the Plan Administrator. A Participant may
change the rate of contribution prospectively as of the first day of any payroll
period by providing the Plan Administrator with such notice in advance of such
date as may be required by the Plan Administrator.

                  (d) Suspension of Contributions. A Participant may elect to
suspend making contributions at any time effective as of the beginning of any
payroll period by providing the Plan Administrator with such advance notice as
may be required by the Plan Administrator. Such Participant may later elect to
resume contributing effective as of the first day of any payroll period by
providing the Plan Administrator with such advance notice as may be required by
the Plan Administrator indicating a new rate of contribution.

                  (e) Nondiscrimination Limitation. For each Plan Year, the Plan
Administrator shall determine the average amount of the Participants' Salary
Reduction Contributions under this Plan and under the Oxford On-Call Select
Savings Plan. Effective for the Plan Year beginning in 1999 all Participants who
had not attained

                                       27
<PAGE>   32
age 21 or completed one Year of Service shall be excluded. If the aggregate
average Salary Reduction Contributions, determined as a percentage of
Compensation rounded to the nearest 100th of one percent, for all Highly
Compensated Employees eligible to participate in the Plan exceeds both
limitations (i) and (ii) below, the Salary Reduction Contributions of the Highly
Compensated Employees shall be reduced beginning with the highest dollar amount
and moving toward lower dollar amounts until one of such limitations is met. For
purposes of the preceding sentence, the "highest amount" is determined after
distribution of any excess contribution.

                         (i)          The applicable actual percentage of Salary
                                      Reduction Contributions (prior to
                                      reduction under Section 4.1(b)) for all
                                      Highly Compensated Employees who are
                                      eligible to participate in the Plan shall
                                      not exceed the actual percentage of Salary
                                      Reduction Contributions for the current
                                      Plan Year (after reduction under Section
                                      4.1(b)) for all eligible Non-Highly
                                      Compensated Employees multiplied by 1.25.

                         (ii)         The applicable actual percentage of Salary
                                      Reduction Contributions (prior to
                                      reduction under Section 4.1(b)) for all
                                      Highly Compensated Employees who are
                                      eligible to



                                       28
<PAGE>   33
                                      participate in the Plan shall not exceed
                                      the lesser of:

                                      (A)      the applicable actual percentage
                                               of Salary Reduction Contributions
                                               for the current Plan Year (after
                                               reduction under Section 4.1(b))
                                               for all eligible Non-Highly
                                               Compensated Employees plus 2
                                               percentage points; or

                                      (B)      the applicable actual percentage
                                               of Salary Reduction Contributions
                                               for the current Plan Year (after
                                               reduction under Section 4.1(b))
                                               for all eligible Non-Highly
                                               Compensated Employees multiplied
                                               by 2.

         For purposes of this subsection (e), the actual percentage of each
Participant's Salary Reduction Contributions shall be determined by dividing
such contributions by his compensation for the Plan Year as defined in Section
414(s) of the Code. The provisions of this Section apply to Plan Years
commencing on or after January 1, 1997, except that for the 1998 and 1999 Plan
Years the percentages for Non-Highly Compensated Employees were determined based
on the prior year numbers.

                  (f) Treatment of Excess Contributions. To the extent the
limitations of Section 4.1(e) are exceeded for any Participant, the amount of
such excess contribution plus any

                                       29
<PAGE>   34

earnings or losses attributable thereto under Section 4.1(g) shall be paid to
such Participant in cash by the end of the 12-month period immediately following
the close of the Plan Year in which either of such limitations are exceeded;
provided, however, that such amount shall be reduced by the amount of excess
deferrals plus any earnings or losses attributable thereto distributed to such
Participant for such Plan Year.

                  (g) Calculation of Earnings. Earnings (and losses)
attributable to any excess deferrals under Section 4.1(b) or excess
contributions under Section 4.1(e) shall be equal to the total income (loss)
allocable to a Participant's Salary Reduction Contribution Account, as
determined under Section 6.6 for the Plan Year, multiplied by a fraction, the
numerator of which is the total amount of excess deferrals or excess
contributions and the denominator of which is the balance in the Participant's
Salary Reduction Contribution Account on the last day of such Plan Year.

                  (h) Forfeiture of Matching Contributions. If a Highly
Compensated Employee's Salary Reduction Contributions must be reduced in
accordance with this Section, any Employer Matching Contributions attributable
to such excess Salary Reduction Contributions shall be forfeited from such
Participant's Employer Matching Contribution Account, whether or not such amount
is vested under Article VII, and reallocated to other Participants as provided
in Section 9.1(f).

                                       30
<PAGE>   35
         4.2      Employer Contributions.

                  (a) Employer Matching Contributions. Subject to the provisions
of this Section and Section 4.3, the Employer will contribute and pay to the
Trustee as Employer Matching Contributions an amount equal to one-hundred
percent (100%) of the Participant's first four percent (4%) of Compensation
contributed as a Salary Reduction Contribution.

                          Employer Matching Contributions may be made either in
cash or in Company Stock, as determined by the Company.


                  (b) Maximum Contribution. If the Employer Matching
Contributions under Section 4.2(a), after adjustment pursuant to Section 4.1(h),
determined as a percentage of Compensation rounded to the nearest 100th of one
percent, for all Highly Compensated Employees who are eligible to participate in
the Plan exceed both limitations (i) and (ii) contained in Section 4.1(e)
(determined by substituting the term Employer Matching Contributions for Salary
Reduction Contributions), the Employer Matching Contributions allocated to such
Highly Compensated Employees shall be reduced until one of such limitations is
met. Such reduction shall be accomplished by determining the amount of such
excess attributable to each Highly Compensated Employee plus any earnings or
losses attributed thereto under Section 4.2(d), on or prior to December 31
following the close of the Plan Year in which such limitations are exceeded. The
Employer Matching Contributions shall be reduced pro rata.

                                       31
<PAGE>   36

         To the extent such Highly Compensated Employee is not vested and
exceeds the foregoing limitations, the excess aggregate contributions plus any
earnings (losses) attributed thereto under Section 4.2(e) shall be forfeited
from such Highly Compensated Employee's Employer Matching Contribution Account
and reallocated pursuant to Section 4.2(a) on or prior to December 31 following
the close of the Plan Year in which such limitations are exceeded. Any amount
forfeited shall be treated as an annual addition under Section 4.3. To the
extent such Highly Compensated Employee is vested under Article VII, the excess
aggregate contributions plus any earnings (losses) attributed thereto under
Section 4.2(d) shall be distributed to such Highly Compensated Employee from
such Participant's Employer Matching Contribution Account on or prior to the
December 31 following the close of the Plan Year in which such limitations are
exceeded.

                  (c) Additional Tests. After all corrections have been made
under Sections 4.1(b), 4.1(f) and 4.2(b), if the percentage of Salary Reduction
Contributions for Highly Compensated Employees, as determined under Section
4.1(e), plus the percentage of Employer Matching Contributions for Highly
Compensated Employees, as determined under Section 4.1(e), exceed the aggregate
limit for Non-Highly Compensated Employees, the percentage of Employer Matching
Contributions shall be retested using only the test set forth in Section
4.1(e)(i) and if there is an excess such excess shall be corrected as provided
in

                                       32
<PAGE>   37
Section 4.2(b) above. For purposes of this Section, the aggregate limit is the
greater of the following:

                           (i)        the sum of (i) 125% of the greater of the
                                      percentage of Salary Reduction
                                      Contributions for Non-Highly Compensated
                                      Employees, as determined under Section
                                      4.1(e), or the percentage of Employer
                                      Matching Contributions for Non-Highly
                                      Compensated Employees, as determined under
                                      Section 4.1(e), and (ii) two plus the
                                      lesser of the percentages under (i), but
                                      in no event more than 200% of the lesser
                                      of the percentages under (i); or

                           (ii)       the sum of (i) 125% of the lesser of the
                                      percentage of Salary Reduction
                                      Contributions for Non-Highly Compensated
                                      Employees, as determined under Section
                                      4.1(e), or the percentage of Employer
                                      Matching Contributions for Non-Highly
                                      Compensated Employees, as determined under
                                      Section 4.1(e), and (ii) two plus the
                                      greater of the percentages under (i), but
                                      in no event more than 200% of the greater
                                      of the percentages under (i).

                                       33
<PAGE>   38
                  (d) Calculation of Earnings. Earnings (and losses)
attributable to any excess aggregate contributions under Section 4.2(b) shall be
equal to the total income (loss) allocable to a Participant's Employer Matching
Contribution Account for the Plan Year as determined under Section 6.6,
multiplied by a fraction, the numerator of which is the total amount of excess
aggregate contributions and the denominator of which is the balance in the
Participant's Employer Matching Contribution Account on the last day of such
Plan Year.

         4.3      Limitations upon Contributions.


                  (a) The foregoing provisions of this Article IV
notwithstanding, in order to comply with Section 415 of the Code, the annual
additions to a Participant's Accounts for any Plan Year shall not exceed the
lesser of $30,000 (or such other amount as the Secretary of the Treasury or his
delegate may hereafter prescribe) or 25% of such Participant's Compensation.

                  (b) (i) For purposes of this Section 4.3, the term "annual
additions" means the sum of:

                          (A) the Employer's contributions (including Salary
                              Reduction Contributions) under this Plan or any
                              other defined contribution plan maintained by the
                              Employer; and

                                       34
<PAGE>   39

                          (B) the Participant's voluntary contributions under
                              any other plan maintained by the Employer.

                  (ii) For purposes of this Section, Compensation means
                       compensation as defined in Treas. Regs. Section
                       1.415-2(d)(11)(ii).

             (c) To the extent that the limitation on annual additions to a
Participant's Accounts expressed in paragraph (a) above would be violated in any
Plan Year, the Employer Discretionary Contributions allocated to such
Participant shall be reduced to comply with such limitation. If such limitations
are still exceeded, the Employer Matching Contributions allocated to such
Participant shall be reduced to comply with such limitation. If such limitations
are still exceeded, the Salary Reduction Contributions shall be reduced to
comply with such limitation, if the limitations are violated due to a reasonable
error in determining the amount of Salary Reduction Contributions a Participant
may make.

         4.4 Rollover Contributions. Under such rules and procedures as the Plan
Administrator may establish, any Eligible Employee may make the following
Rollover Contributions to the Plan:


             (a) All or a portion of the money received in an eligible rollover
distribution from another qualified defined contribution plan or defined benefit
plan, provided that such

                                       35
<PAGE>   40
amount must be received by the Trustee within 60 days of the Employee's receipt
of the distribution.

             (b) All or a portion of the amount received as a distribution from
an individual retirement account or an individual retirement annuity which
contains only those amounts described in (a) above.

         For the purposes of this Section, the term "eligible rollover
distribution" means any distribution of all or any portion of the balance to the
credit of an employee in a qualified defined contribution plan or qualified
defined benefit plan, except as otherwise provided under Section 402 of the
Code.

                  The amount contributed pursuant to this Section shall be
allocated to the Participant's Rollover Contribution Account and shall be 100%
vested from the date of contribution. Such contribution shall not be subject to
the limitations set forth in Section 4.3 hereof.

         4.5 Administrative Expenses. The Employer may provide funds required
for the administrative expenses of the Plan in addition to Employer Matching
Contributions. To the extent that any administrative expenses of the Plan are
not paid by the Employer, such expenses shall be paid from the Trust and shall
be treated as an expense of the Trust. No amount contributed by the Employer in
payment of administrative expenses shall be allocated to Participants.

                                       36
<PAGE>   41

                                    ARTICLE V

              ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES

         5.1 Allocation of Employer Contributions. The Employer Matching
Contribution made with respect to each Participant for each Plan Year shall be
allocated on a regular basis to such Participant's Employer Matching
Contribution Account.

         Notwithstanding the foregoing, in the case of a Participant who cannot
make Salary Reduction Contributions at any time during the Plan Year because the
Participant has reached the limits set forth in Section 4.1(a), such
Participant's Salary Reduction Contributions shall be treated as having been
made ratably throughout the Plan Year for purposes of determining the total
amount of the Employer Matching Contribution for such Participant for the Plan
Year.

         5.2 Employer Minimum Contribution. Notwithstanding any provision of the
Plan to the contrary, for any Plan Year in which the Plan is a Top-Heavy Plan,
no Account Balance of any Participant who is a Non-Key Employee and who is
employed on the last day of the Plan Year shall be credited with Employer
Matching Contributions for such Plan Year that are in the aggregate less than a
certain percentage of the Participant's Compensation. The required percentage is
the lesser of:

                           (i)        three percent, or

                           (ii)       the percentage of Salary Reduction
                                      Contributions and Employer Matching

                                       37
<PAGE>   42

                                      Contributions made on behalf of the Key
                                      Employee for whom such percentage is the
                                      highest for such Plan Year, such
                                      percentage to be determined by dividing
                                      the Salary Reduction Contributions and
                                      Employer Matching Contributions made on
                                      behalf of such Key Employee by his
                                      Compensation.

Such Non-Key Employees shall be credited with Employer Matching Contributions
pursuant to this subsection whether or not they make Salary Reduction
Contributions. For purposes of this Section, Compensation means total
compensation paid by the Employer to an Employee during the Plan Year as
reported as wages on the Participant's Form W-2 for Federal Income Tax purposes.

         5.3 Forfeitures. Forfeitures of Employer Matching Contributions will be
used to reduce Employer Matching Contributions and will not be reallocated as
additional Employer Matching Contributions. A forfeiture shall be deemed
available to reduce the Employer Matching Contributions effective as of the date
a forfeiting Participant has a Separation from Service.


                                       38
<PAGE>   43

                                   ARTICLE VI

                              INVESTMENT PROVISIONS


         6.1 Investment Funds. A minimum of three Investment Funds shall be
established. The Plan Administrator, in its sole discretion, may establish
additional Investment Funds.

         6.2      Investment of Contributions.

                  (a) Except as provided in Section 6.2(b) below, each Salary
Reduction Contribution, Employer Matching Contribution (except as provided
below), and Rollover Contribution shall be invested in such of the Investment
Funds as the Participant shall elect in accordance with Section 3.2, and shall
remain so invested except to the extent a transfer pursuant to Section 6.3 has
been effected. Such election shall specify, by such percentage or dollar
increments as determined by the Plan Administrator, the amount of such
contributions to be invested in each such Investment Fund. Any change in such
election, shall become effective only with respect to subsequent contributions.
If a Participant fails to elect the Investment Funds into which contributions
shall be invested, the Plan Administrator shall direct that such contributions
shall be invested in the stable value fund.

                  (b) To the extent that a Participant is entitled to an
Employer Matching Contribution in any Plan Year in excess of 3% of Compensation,
the Employer Matching Contribution in excess of 3% of Compensation shall be and
remain invested as provided in

                                       39
<PAGE>   44
this Section. For purposes of this Section, the excess Employer Matching
Contribution shall be referred to as the Extra Employer Matching Contribution.
All Extra Employer Matching Contributions shall be invested in Company Stock.
Extra Employer Matching Contributions shall not otherwise be subject to the
investment provisions of this Article VI and shall not be treated as part of the
Participant's Employer Matching Contribution Account for purposes of this
Article VI.

                  The vesting, tendering and other rules concerning the holding
of Company Stock shall be governed by the provisions of the Trust Agreement. All
cash dividends paid on Company Stock shall be allocated to the Participant's
Account and invested in accordance with the Participant's current investment
election under Section 6.2(a).

         6.3 Transfer between Funds. A Participant may elect to transfer all or
a portion of the amounts in his Salary Reduction Contribution Account, Employer
Matching Contribution Account except Extra Employer Matching Contributions, and
Rollover Contribution Account as of the time of reference, invested in any one
or more Investment Funds to any one or more other Investment Funds. Such
election shall be made by the Participant's designation of the percentage of the
amount credited to the Participant to be invested in each Investment Fund. Such
election, shall be provided to the Plan Administrator at such time and in such
manner as the Plan Administrator shall direct.


                                       40
<PAGE>   45


         6.4 Investment of Investment Funds. Each Investment Fund shall at all
times consist of such sums of money or other property as shall be allocated or
transferred to it for investment, all investments made by it and proceeds
received on the disposition of such investments, and all of its earnings and
profits, less the payments or transfers which at the time of reference shall
have been made from each such Investment Fund as provided in the Plan.

         6.5 Accounting for Participants' Shares. The Plan Administrator shall
maintain for each Participant an individual accounting showing his share in each
Investment Fund in which his contributions have been invested.

         6.6      Adjustment for Investment Experience.

                  (a) As of each Allocation Date, the Plan Administrator shall
adjust the Salary Reduction Contribution Account, Employer Matching Contribution
Account, and Rollover Contribution Account Balances of each Participant to
reflect the Participant's proportionate share of investment experience,
including gains and losses (both realized and unrealized) of each Investment
Fund and Company Stock since the preceding Allocation Date.

                  (b) For purposes of paragraph (a), each Participant's
proportionate share of investment experience as of an Allocation Date shall be
based on gains and losses determined with respect to the Participant's interest
in the Investment Fund as of the

                                       41
<PAGE>   46

preceding Allocation Date, decreased by any distributions made therefrom.

         6.7 Composition of Accountings. With respect to each accounting of a
Participant's share in the Fund, the Plan Administrator shall segregate the
portion of the amounts attributable to Salary Reduction Contributions, Employer
Matching Contributions and Rollover Contributions and shall allocate to each
segregated account any earnings attributable thereto.


                                       42
<PAGE>   47

                                   ARTICLE VII

                                     VESTING

         7.1      Regular Vesting.

                  (a) Full Vesting. Each Participant shall be 100% vested in
amounts in his Salary Reduction Contribution Account and Rollover Contribution
Account at all times.

                  Additionally, each Participant shall have a nonforfeitable
interest in the entire amount of his Account Balances in the event of:


                           (i)        death prior to termination of employment,

                           (ii)       attainment of age 65,

                           (iii)      termination of employment due to Total and
                                      Permanent Disability, or

                           (iv)       termination or partial termination of the
                                      Plan (to the extent that the Participant
                                      is affected by such partial termination)
                                      or complete discontinuance of Employer
                                      Contributions under the Plan.

                  (b)      Vesting Schedule.

                           Each Participant shall be vested in amounts in his
Employer Matching Contribution Account according to the following schedule:

                                       43
<PAGE>   48

<TABLE>
<CAPTION>

                       Years of Service                       Percentage Vested
                       ----------------                       -----------------
<S>                                                       <C>
                       Less than 1 Year                            0%
                       1 Year                                     20%
                       2 Years                                    40%
                       3 Years                                    60%
                       4 Years                                    80%
                       5 Years or more                           100%


</TABLE>

                                       44
<PAGE>   49

                                  ARTICLE VIII

                              LOANS AND WITHDRAWALS

         8.1 Loans to Participants. Any qualifying Participant may apply to the
Plan Administrator for a loan of a portion of his Account Balance subject to the
terms and conditions of this Section 8.1. A qualifying Participant is one who is
a party-in-interest with respect to the Plan, as defined in Section 3(14) of
ERISA. Amounts loaned shall be paid pro rata from a Participant's Accounts.

                  (a) Upon written application by a Participant for a loan under
the terms of this Section, the Plan Administrator may, in the Plan
Administrator's discretion, and in accordance with uniform and nondiscriminatory
rules, make a loan to such Participant. The written application shall be a
legally enforceable agreement and shall contain such information as the Plan
Administrator shall deem necessary to make a determination as to whether the
loan should be granted. The Plan Administrator will consider the factors
normally considered in a commercial setting when determining whether or not to
approve the loan.

                  (b) The amount of any loan to a Participant approved under
this Section or under any other plan maintained by the Employer at any time
shall not exceed the lesser of:

                           (i)        $50,000, reduced by the excess of the
                                      highest outstanding balance of loans from
                                      the Plan during the one-year period ending


                                       45
<PAGE>   50

                                      on the date any loan is made over the
                                      outstanding balance of loans from the Plan
                                      on such date, or

                           (ii)       50% of the Participant's vested interest
                                      in his Accounts.


                  (c) The terms of any loan to a Participant under this Section
for the acquisition of a dwelling to be used as a principal residence of the
Participant shall require that the loan be repaid within 15 years from the date
the loan was made; the term of a loan made to a Participant under this Section
for any other purpose shall require that the loan be repaid within five years
from the date the loan was made.

                  (d) Any loan shall be considered an investment of the
borrowing Participant's interest in the Plan only and shall not be considered an
investment of that portion of the Fund held for the benefit of other
Participants. The loan shall be taken proportionately from the Participant's
Investment Funds. The loan shall be on such terms and conditions as the Plan
Administrator shall determine, shall be evidenced by a promissory note, and
shall bear a reasonable rate of interest, as determined by the Plan
Administrator in the Plan Administrator's discretion. In determining a
reasonable rate of interest, the Plan Administrator will consider the rates
charged by persons in the business of lending money for loans made under similar
circumstances. The amount of the Participant's payment of

                                       46
<PAGE>   51
principal and interest on the loan shall be credited to the Participant's
Accounts as Salary Reduction Contributions, Employer Matching Contributions, and
Rollover Contributions in the proportion in which the loan proceeds were paid
from such Participant's Accounts.

                  (e) A Participant's repayment of a loan made pursuant to this
Section shall be by payroll deduction; provided, that the Plan Administrator in
the Plan Administrator's discretion, may consent, at a Participant's request, to
any other reasonable method of repayment of a loan; provided, that such method
requires substantially level amortization of principal and interest payments at
least quarterly. No loans shall be made to a Participant that provide for a
repayment period extending beyond such Participant's Normal Retirement Date. A
Participant may prepay the entire amount due under a loan at any time without
penalty.

                  (f) The provisions of Section 13.2 notwithstanding, by
accepting a loan as provided in this Section, the Participant automatically
assigns as security for the loan all right, title and interest in and to such
Participant's Accounts. All loans shall be repaid according to the terms and
conditions determined by the Plan Administrator on a uniform and
nondiscriminatory basis. If the Participant should not repay all or a portion of
the loan within the time specified in the promissory note, the Plan
Administrator shall consider such event as constituting

                                       47
<PAGE>   52
default on the loan. In the event of default, in addition to other remedies
provided by the promissory note and any applicable law, the Plan Administrator
may reduce the amounts credited to the Participant's Accounts which were
invested in the loan to such Participant by the amount owed on the loan
principal and any accumulated and unpaid interest thereon, and the Participant's
note shall thereupon be cancelled; provided, however, that the Plan
Administrator may not reduce the amounts credited to the Participant's Salary
Reduction Contribution Account prior to the earlier of the Participant's
attainment of age 59-1/2 or Separation from Service. The Plan Administrator may
permit a Participant the "grace period" allowed under the Code to cure the
default in order to avoid a deemed distribution.

         If a Participant is on an Authorized Leave of Absence and is receiving
Compensation that is less than the amount due as payments on the Participant's
outstanding loan, the Plan Administrator may permit the Participant to miss
these payments for a period not to exceed twelve months; provided that the
repayment period does not extend beyond the original maximum period permitted
under paragraph (c), and at the end of the Participant's Authorized Leave of
Absence the loan is reamortized based upon the remaining period. Loan repayment
shall be suspended as permitted under Section 414(u)(4) of the Code for those
Participants in qualified military service.

                                       48
<PAGE>   53
         In the event of the Participant's retirement, termination of
employment, disability or death before the full amount of any loan to him has
been fully repaid, the Plan Administrator may, but need not, reduce the amounts
credited to the Participant's Account Balance which were invested in the loan to
such Participant by the amount owed on the loan principal and any accumulated
and unpaid interest thereon, and the Participant's note shall thereupon be
cancelled.

         8.2      Withdrawal of Funds.

                  (a) Withdrawals of Salary Reduction Contributions. A
Participant may, in a manner determined by the Plan Administrator, elect to
withdraw funds from such Participant's Salary Reduction Contribution Account
which are solely attributable to Salary Reduction Contributions; provided,
however, that a Participant may make a withdrawal only if and to the extent that
the Plan Administrator determines that a hardship (as defined in Section 8.2(f))
exists with respect to the Participant. In the absence of such a hardship, no
Participant Salary Reduction Contributions may be distributed to a Participant
until the earliest of the Participant's retirement, death, disability,
Separation from Service, or attainment of age 59-1/2.

                  (b) Hardship. Hardship shall mean immediate and heavy
financial needs of a Participant that cannot reasonably be met from other
sources of the Participant, as determined in

                                       49
<PAGE>   54
accordance with the provisions of this Section. Immediate and heavy financial
need of a Participant shall exist in the following situations: (1) medical
expenses described in Section 213(d) of the Code incurred by the Participant,
the Participant's spouse or any of the Participant's dependents or necessary for
those persons to obtain medical care described in Section 213(d) of the Code;
(2) purchase of a principal residence by the Participant; (3) payment of
tuition, related educational expenses and room and board for the next 12 months
of post-secondary education for the Participant, the Participant's spouse, or
any of the Participant's children or dependents; or (4) the need to prevent
eviction of the Participant from his principal residence or foreclosure on the
mortgage of such residence. Distribution cannot reasonably be met from other
sources of the Participant when the following actions occur: (1) the
distribution does not exceed the amount necessary to satisfy the immediate and
heavy financial need (including any amounts necessary to pay any taxes or
penalties resulting from the hardship withdrawal); (2) the Participant has
obtained all other available distributions and nontaxable loans available under
all qualified plans maintained by the Employer; and (3) the Participant's
contributions are limited and suspended as provided in Sections 4.1(a) and
4.1(d).

                  (c) General Rules. Amounts withdrawn shall be removed from the
Participant's shares in the Investment Funds in the proportion the Participant's
share in each Investment Fund bears

                                       50
<PAGE>   55
to the total amount credited to the Participant in all such Investment Funds as
of the date of withdrawal and shall be paid in cash. A Participant may make only
one withdrawal of funds in any 12-month period. Any withdrawal distribution
shall be made to the Participant as soon as practicable after such request is
submitted.

                  (d) Limitations. The amount otherwise available as a
withdrawal from the Plan under this Section 8.2 shall be reduced by the
aggregate amount of any loan outstanding at the time a withdrawal request is
made; and no withdrawal shall be permitted under this Section 8.2, at the time a
loan is outstanding, in an amount in excess of the vested amount credited to a
Participant's Accounts less the outstanding balance of the loan.

                    (e) Withdrawal. A Participant who has attained age 59-1/2
may elect to withdraw all or a portion of his Account Balance. Payment to the
Participant of the withdrawal amount shall be made as soon as practicable after
the withdrawal request.


                                       51
<PAGE>   56
                                   ARTICLE IX

                            DISTRIBUTION OF BENEFITS


          9.1     Separation from Service.


                  (a) General. Any Participant who has a Separation from Service
for any reason except retirement, death or Total and Permanent Disability shall
be entitled to receive the vested portion of his Account Balance. Distribution
to such a Participant shall only be made in a lump sum.

                  (b) Retirement and Disability. Any Participant who has a
Separation from Service as a result of retirement on or after the Participant's
Normal Retirement Date or Total and Permanent Disability shall be entitled to
receive the Participant's entire Account Balance. Distribution to a Participant
who has a Separation from Service as a result of retirement on or after the
Participant's Normal Retirement Date or Total and Permanent Disability shall be
made in a lump sum payment.

                  (c) Cash-out Provisions. If the total vested portion of a
Participant's Account Balance, as of the applicable Valuation Date, does not
exceed $5,000, the Plan Administrator shall direct the Trustee to distribute the
vested portion of the Participant's Accounts to which he is entitled to the
Participant as soon as practicable after his Separation from Service occurs. If
the total vested portion of a Participant's Account Balance exceeds $5,000,
distribution to a Participant who has a

                                       52
<PAGE>   57
Separation from Service for any reason except death may commence prior to the
time the Participant attains age 65 only with the Participant's consent.
Benefits that are not so paid to a Participant shall be held by the Trustee and
distributed as soon as practicable following such Participant's attainment of
age 65.

                  (d) Form of Distribution. The vested amounts attributable to a
Participant's Extra Employer Matching Contributions shall generally be paid in
Shares. Any fractional Shares attributable to a Participant's Extra Employer
Matching Contributions shall be converted into cash at the Shares' current fair
market value. All other amounts shall be paid in cash. Notwithstanding the
foregoing, a Participant may elect, pursuant to the rules adopted by the Plan
Administrator, to receive the vested amount attributable to Extra Employer
Matching Contributions in the form of cash.

                  (e) Commencement of Benefits. Payment of the amounts to which
a Participant is entitled shall generally commence within 60 days after the last
day of the Plan Year in which the Participant attains age 65 or the Participant
has a Separation from Service, if later. Notwithstanding any other provision of
the Plan to the contrary, payment of a Participant's Account Balance shall not
commence later than the first day of April of the calendar year following the
calendar year in which the Participant attains age 70-1/2 or, if elected by a
Participant

                                       53
<PAGE>   58
who is not a Five Percent Owner, the Plan Year in which the Participant has a
Separation from Service, if later.

         If the Participant's Account Balance is to be distributed in other than
a lump-sum and the Participant's designated Beneficiary is not his spouse,
distribution must be made over a period which complies with the incidental death
benefit rules of Section 401(a)(9)(G) of the Code.

         Payment of the amounts to which an Alternate Payee is entitled shall
commence as soon as practicable after the Plan Administrator determines the
Domestic Relations Order to be qualified in accordance with Article X of this
Plan.

                  (f) Forfeitures. Forfeitures shall be used solely to reduce
Employer Matching Contributions. A forfeiture may be used to reduce Employer
Matching Contributions effective as of the date a forfeiting Participant has a
Separation from Service.

         9.2      Death Benefits.

                  (a) If a Participant dies after distribution of his retirement
benefits has commenced, the remaining portion of his benefits shall continue to
be distributed to the Participant's Beneficiary at least as frequently as under
the method of distribution being used prior to the Participant's death.

                  (b) If a Participant dies before the distribution of his
Account Balance has been made, distribution to the Participant's Beneficiary
shall be made in a lump sum payment. Such distribution shall be made as soon as
practicable after the

                                       54
<PAGE>   59
death of the Participant or at such later date as the Participant's Beneficiary
may elect. In no event may the total amount credited to such Participant's
Accounts be distributed to the Participant's Beneficiary after five years after
the death of the Participant, subject to the following exceptions:

                           (i)        If payments are made in installments,
                                      distributions must be made in
                                      substantially equal installments over a
                                      period certain not exceeding the life
                                      expectancy of the designated Beneficiary,
                                      commencing no later than one year after
                                      the Participant's death;

                           (ii)       If the designated Beneficiary is the
                                      Participant's surviving spouse,
                                      distributions may be made in substantially
                                      equal installments over a period certain
                                      not exceeding the spouse's life
                                      expectancy, commencing no later than the
                                      date on which the Participant would have
                                      attained age 70-1/2, and, if the spouse
                                      dies before payments begin, subsequent
                                      distributions shall be made as if the
                                      spouse had been the Participant. Any
                                      amount paid to a child of the Participant
                                      will be treated as if it had been paid to
                                      the surviving spouse if

                                       55
<PAGE>   60
                                     the amount becomes payable to the surviving
                                     spouse upon the child reaching the age of
                                     majority (or other designated event
                                     permitted under the Code).

                  (c) Any death benefit shall be paid to any person or persons
that the Participant has designated, in the manner prescribed by the Plan
Administrator, as primary or contingent Beneficiaries. Any designation which
does not name the Participant's spouse as the Participant's Beneficiary shall
only be given effect if:

                           (i)        the spouse of the Participant consents in
                                      writing to such election, the spouse's
                                      consent acknowledges the effect of such
                                      election and such consent is witnessed by
                                      a Plan representative or a notary public;
                                      or

                           (ii)       the Participant has no spouse or it is
                                      established to the satisfaction of the
                                      Plan Administrator and in accordance with
                                      the Code that the spouse cannot be
                                      located. If the Participant is not
                                      survived by a designated Beneficiary with
                                      respect to all or a part of his Account
                                      Balance, or if the designation does not
                                      meet the requirements of this Section, the
                                      Participant's Beneficiary with respect to
                                      such Account

                                       56
<PAGE>   61
                                      Balance or part thereof shall be the
                                      Participant's spouse, if then living, or
                                      if not, the Participant's estate.


         9.3 Valuation for Distribution. The amounts due any Participant or
Beneficiary under this Article IX shall be determined by the Plan Administrator
on the basis of the Account Balance as of the most recent Valuation Date
preceding the date of distribution.

         9.4      Service Credits.

                  (a) If a Participant has not received a distribution of any
portion of his Account Balance and again becomes an Employee before he has had
five consecutive Breaks in Service, his Accounts shall be recredited with the
amounts forfeited under Section 9.1 and credited with the amount of earnings or
losses that were attributable to the forfeited amounts since the date of his
Separation from Service. Any amount so credited shall be treated as a reduction
in the forfeitures for the Plan Year in which the restoration is made.

                  (b) If a Participant who receives a distribution and is not
100% vested again becomes an Eligible Employee before incurring five consecutive
Breaks in Service, his Accounts shall be credited with the amounts forfeited
under Section 9.1, if the Participant repays to the Plan the entire amount of
the distribution on or before the fifth anniversary after the date on which such
Employee received such a distribution. Any amount so

                                       57
<PAGE>   62
credited shall be treated as a reduction in the forfeitures for the Plan Year in
which the restoration is made.

                  (c) If a vested Participant has a Separation from Service and
does not again become an Eligible Employee before incurring five consecutive
Breaks in Service, his nonforfeitable interest shall be his remaining Account
Balance (as reduced by the forfeiture under Section 9.1 and the prior
distribution), if any, which shall be accounted for separately and in which he
shall at all times thereafter have a 100% nonforfeitable interest. If the
Participant again becomes a Participant, new accounts shall be established for
him, and his nonforfeitable interest therein shall be determined under the
generally applicable provisions of the Plan.

                  (d) An Employee's Years of Service shall be cancelled if he
has five consecutive Breaks in Service at a time when he has no nonforfeitable
interest in his Account Balance. The Years of Service of a former Employee whose
Years of Service have been cancelled shall be restored if he again becomes an
Employee and completes a Year of Service before the number of his consecutive
Breaks in Service equals or exceeds the number of his cancelled Years of
Service.

         9.5      Distribution Requirements.

                  (a) The Plan Administrator shall furnish each Participant, no
less than 30 days and no more than 90 days prior to the date such Participant
will receive a distribution, which

                                       58
<PAGE>   63
is not paid in the form of an annuity or in installments over a period of more
than 10 years, with a written explanation of his right to elect a Direct
Rollover and the withholding consequences of not making such election. Such
written explanation will be provided annually thereafter in the case of
installment payments over a period of less than 10 years. A Participant may
waive the 30 day time period set forth above.

                  (b) Unless a Participant elects a Direct Rollover, as defined
in Section 9.6(c), 20% of the amount of any lump sum distribution or installment
payments over a period of less than 10 years shall be subject to Internal
Revenue Service Income Tax Withholding. If a Participant's Account Balance does
not exceed $200 (or such other amount as prescribed by the Internal Revenue
Service), the foregoing withholding requirement shall not apply.

                  (c) A "Direct Rollover" is an eligible rollover distribution
(as defined in Treasury Regulations issued pursuant to Sections 401(a)(31) and
402(c) of the Code) that is paid directly to an individual retirement plan or a
qualified defined contribution plan for the Participant's benefit. A Participant
may elect to have a portion of an eligible rollover distribution distributed to
him and a portion distributed as a Direct Rollover. A Direct Rollover of a
Participant's Account or a portion thereof may only be made to a single
recipient plan. A Participant may not elect a Direct Rollover of a distribution
that does not exceed $200 ($500 if the Participant is electing a

                                       59
<PAGE>   64
Direct Rollover of only a portion of his Account). A Participant electing a
Direct Rollover shall be required to furnish the Plan Administrator with
adequate information with respect to the recipient plan, including, but not
limited to, the name of the recipient plan and a representation that the
recipient plan is an eligible individual retirement plan or qualified defined
contribution plan and that it will accept the Participant's Direct Rollover.

         If a Participant fails to elect a Direct Rollover or provide the Plan
Administrator with adequate information in order to make a Direct Rollover prior
to the date distribution is to be made to such Participant, such Participant
shall be deemed not to have elected a Direct Rollover.

                  (d) The foregoing requirements of this Section shall apply to
distributions made to the spouse of a Participant as a result of the death of
the Participant or pursuant to a Qualified Domestic Relations Order, as defined
in Code Section 414(p); provided, however, that if a distribution to a spouse is
made as a result of the death of the Participant, such Spouse may only elect to
have such distribution paid directly to the Spouse or paid directly to an
individual retirement plan (not to a qualified defined contribution plan).


                                       60
<PAGE>   65
                                    ARTICLE X

                       QUALIFIED DOMESTIC RELATIONS ORDERS

         10.1 General Rules. Notwithstanding anything contained in this Plan to
the contrary, in the case of any Qualified Domestic Relations Order whereby a
distribution will be made, a distribution may be made in accordance with this
Article X.

         10.2 Definitions. The following definitions will be used within this
Article X and elsewhere in this Plan, as applicable.

                  (a) "Qualified Domestic Relations Order" shall mean a Domestic
Relations Order (as defined in (b) below) which:

                           (i)      creates or recognizes the existence of an
                                    Alternate Payee's right to, or assigns to an
                                    Alternate Payee the right to, receive all or
                                    a portion of the benefits payable with
                                    respect to a Participant under this Plan;

                           (ii)     clearly specifies:

                                    (A)      the name and last known mailing
                                             address of the Participant and the
                                             name and mailing address of each
                                             Alternate Payee covered by such
                                             order;

                                    (B)      the amount or percentage of the
                                             Participant's Account Balance to be
                                             paid by the Plan to each such
                                             Alternate Payee, or the manner in
                                             which such


                                       61
<PAGE>   66
                                             amount or percentage is to be
                                             determined;

                                    (C)      the number of payments or period to
                                             which such order applies; and

                                    (D)      each Plan to which such order
                                             applies; and

                           (iii)    does not require:

                                    (A)      the Plan to provide any type or
                                             form of benefit, or any option, not
                                             otherwise provided under the Plan
                                             except that the order may require
                                             payment to be made prior to the
                                             time a Participant has separated
                                             from service;

                                    (B)      the payment of benefits to an
                                             Alternate Payee which are required
                                             to be paid to another Alternate
                                             Payee under another order
                                             previously determined to be a
                                             Qualified Domestic Relations Order.

                  (b) "Domestic Relations Order" shall mean any judgment,
decree, or order (including approval of a property settlement agreement) which:

                           (i)      relates to the provisions of child support,
                                    alimony payments, or marital property rights
                                    to a spouse, child, or other dependent of a
                                    Participant; and


                                       62
<PAGE>   67
                           (ii)     is made pursuant to a state domestic
                                    relations law, including a community
                                    property law.

                  (c) "Alternate Payee" shall mean any spouse, former spouse,
child or other dependent of a Participant who is recognized by a Domestic
Relations Order as having a right to receive all or a portion of the benefits
payable under the Plan with respect to such Participant.

         10.3 Distributions. Distributions pursuant to a Qualified Domestic
Relations Order shall only be made in the manner, form and time as the
distribution rules set forth in Article IX of this Plan except that payment may
commence prior to the time a Participant has separated from service.

         10.4 Notice. Upon receipt of a Domestic Relations Order, the Plan
Administrator shall promptly notify the Participant and any Alternate Payee of
the receipt of such order and the procedures for determining the qualified
status of such order. After making a determination as to the qualified status of
such order, the Plan Administrator shall notify the Participant and each
Alternate Payee of such determination.

         10.5 Plan Procedures. Upon receipt of a Domestic Relations Order, the
Plan Administrator shall give due consideration and review to the order and
shall determine whether or not the order is qualified within nine months of
receipt of such order unless special circumstances require an extension of time
to determine


                                       63
<PAGE>   68
the qualified status of such order. If such an extension of time is required,
written notice of the extension shall be furnished to the Participant and each
Alternate Payee prior to the expiration of such initial nine month period. The
extension notice shall indicate the special circumstances requiring an extension
of time and the date by which the Plan Administrator expects to render a final
decision which date may not exceed an additional nine months after the initial
period expires unless the qualified status of such order is being determined by
a court of competent jurisdiction. If a court of competent jurisdiction is
determining the status of an order, in no event shall a final decision be
rendered prior to the time the status of such order is determined to be
non-qualified by the Plan Administrator. The Plan Administrator shall furnish
the claimant with a written notice setting forth (in a manner calculated to be
understood by the claimant) the specific reason or reasons for the determination
of the non-qualified status of the order.

         10.6 Segregation and Payment of Benefits. During any period in which
the issue of whether a Domestic Relations Order is qualified is being determined
by the Plan Administrator, by a court of competent jurisdiction, or otherwise,
the Plan Administrator shall order the Trustee to determine the amount which
would have been payable to the Alternate Payee during such period if the order
had been determined to be a Qualified Domestic Relations Order. The amount shall
be segregated and


                                       64
<PAGE>   69
invested in a savings account or certificate of deposit. There shall be
allocated to said segregated amount all interest earned on such savings account
or certificate of deposit. If within 18 months after receipt of the order, or
modification thereof, it is determined to be a Qualified Domestic Relations
Order, the Plan Administrator shall order the Trustee to pay the amounts plus
increments thereto to the person or persons entitled thereto. If within 18
months after receipt it is determined that the order is not a Qualified Domestic
Relations Order, or the issue as to whether such order is a Qualified Domestic
Relations Order is not resolved, then the Plan Administrator shall order the
Trustee to pay the amounts plus increments thereto to the person or persons who
would have been entitled to such amounts if there had been no order. If the
determination of the qualified status of a Domestic Relations Order is made
after 18 months after receipt, the order shall only apply to benefits
distributed after the date of such determination.


                                       65
<PAGE>   70
                                   ARTICLE XI

                                      TRUST

         11.1 Trustee. All contributions to the Plan by either the Participants
or the Employer shall be paid to the Trustee who shall be designated by the
Company, with such powers as to investment, reinvestment, control and
disbursement of the Fund as may be provided in the Trust Agreement. The Plan
Administrator shall determine the manner in which the Fund shall be disbursed,
in accordance with the Plan and the provisions of the Trust Agreement.

         11.2 Trust for Exclusive Benefit of Employees. Except as provided in
subparagraphs (a) through (c) below, all assets of the Plan shall be held in the
Trust created for the exclusive benefit of the Employees, former Employees and
their Beneficiaries.

                  (a) In the case of a contribution that is made to the Plan
under a mistake of fact, this Article XI shall not prohibit the return to the
Employer at the written direction of the Plan Administrator of such contribution
within one year after the payment of the contribution.

                  (b) Each contribution by the Employer is expressly conditioned
on the initial qualification of the Plan under Section 401 of the Code, and if
the Plan does not so qualify, then this Article XI shall not prohibit the return
to the Employer at the written direction of the Plan Administrator of


                                       66
<PAGE>   71
such contribution within one year after the date of a denial of qualification;
provided, that application for the determination was made by the time prescribed
by law for filing the Company's Federal tax return for the taxable year in which
the Plan was adopted or such later date as prescribed by the Secretary of the
Treasury.

                  (c) Each contribution by the Employer is expressly conditioned
upon the deductibility of the contribution under Section 404 of the Code, and to
the extent the deduction is disallowed, this Article XI shall not prohibit the
return to the Employer, at the written direction of the Plan Administrator, of
such contribution (to the extent disallowed) within one year after the
disallowance of its deduction.


                                       67
<PAGE>   72
                                   ARTICLE XII

                        AMENDMENT, TERMINATION AND MERGER

         12.1 Amendment. The Company shall have the right at any time, and from
time to time, by resolution of the Board of Directors (or any committee
delegated by the Board of Directors) to amend, in whole or in part, any or all
of the provisions of this Plan. However, no such amendment shall authorize or
permit any part of the Fund to be used for or diverted to purposes other than
for the exclusive benefit of the Participants or their Beneficiaries; no such
amendment shall cause any reduction in the value of funds theretofore credited
to any Participant, or cause or permit any portion of the Fund to revert to or
become the property of the Employer; and no such amendment which affects the
rights, duties or responsibilities of the Trustee may be made without the
Trustee's written consent. Any such amendment which affects the rights, duties
or responsibilities of the Trustee shall only become effective upon delivery of
a written instrument, executed by the Company, to the Trustee and the
endorsement of the Trustee of his written consent thereto, if such consent is
required.

         12.2 Termination; Discontinuance of Contributions. Although the Company
intends this Plan to continue indefinitely, it reserves the right at any time by
resolution of the Board of Directors to discontinue its contributions hereunder
and to terminate this Plan hereby created. Upon termination of or


                                       68
<PAGE>   73
permanent discontinuance of contributions under the Plan, the Company shall
deliver to the Trustee written notice of such discontinuance or termination.

         Upon permanent discontinuance of the Employer's contributions to or
complete or partial termination of the Plan, irrespective of whether written
notice thereof was given to the Trustee, all affected Participants' Accounts
shall be fully vested. Upon termination of the Plan, the Company shall direct
the Trustee to distribute all assets remaining in the Trust, after payment of
any expenses properly chargeable against the Trust, to the Participants in
accordance with the value of their Accounts as of the date of such termination.
Alternatively, upon termination of or permanent discontinuance of contributions
under the Plan, the Company may direct the Trustee to hold the vested funds of
all Participants and to distribute such funds from the Trust, under the modes of
distribution provided in Article IX, upon Separation from Service, retirement,
death or disability of such Participants.

         12.3 Merger. This Plan shall not be merged or consolidated with, nor
shall any assets or liabilities be transferred to, any other plan, unless the
benefits payable to each Participant if the Plan were terminated immediately
after such action would be equal to or greater than the benefits to which such
Participant would have been entitled if this Plan had been terminated
immediately before such action.


                                       69
<PAGE>   74
                                  ARTICLE XIII

                                  MISCELLANEOUS

         13.1 Participants' Rights. Neither the establishment of the Plan hereby
created, nor any modification thereof, nor the creation of any fund or account,
nor the payment of any benefits, shall be construed as giving to any Participant
or other person any legal or equitable right against the Employer, or any
officer or Employee thereof, or the Trustee, except as herein provided. Under no
circumstances shall the terms of employment of any Participant be modified or in
any way affected hereby.

         13.2 Non-Assignability of Benefits. The provisions of this Plan are
intended as personal protection for the Participants. A Participant shall not
have any right to assign, anticipate or hypothecate any assets held for his
benefit, including amounts credited to his Accounts. The benefits under this
Plan shall not be subject to seizure by legal process or be in any way subject
to claims of the Participant's creditors, including, without limitation, any
liability for contracts, debts, torts, alimony or support of any relative except
as provided under a qualified domestic relations order as defined in Section
414(p) of the Code. The Plan's benefits or the Trust assets shall not be
considered an asset of a Participant in the event of his insolvency or
bankruptcy.

         If a Participant shall attempt to assign, anticipate or hypothecate any
assets held for his benefit, or should such


                                       70
<PAGE>   75
benefits be received by anyone other than the Participant or his designated
Beneficiary, the Plan Administrator, in its discretion, may terminate the
Participant's interest in such benefits and instruct the Trustee to hold or
apply the benefits for the Participant, his spouse, children or other
dependents.

         13.3 Delegation of Authority by Employer. Whenever the Employer or the
Company under the terms of this Plan is permitted or required to do or perform
any act or matter or thing it shall be done and performed by any duly authorized
delegate.

         13.4 Construction of Plan. This Plan shall be construed according to
the laws of the State of Connecticut and all provisions hereof shall be
administered according to the laws of such state.

         13.5 Gender and Number. Wherever any words are used herein in the
masculine gender they shall be construed as though they were also used in the
feminine or neuter gender in all cases where they would so apply, and wherever
any words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so apply,
and vice versa.

         13.6 Approval of Internal Revenue Service. This Plan shall be
submitted, as soon as practicable, to the Internal Revenue Service for approval.
Any other provision of this Plan to the contrary notwithstanding, if the
Internal Revenue Service determines that the Plan does not qualify under
Sections 401 and

                                       71
<PAGE>   76
501 of the Code, all Employer Matching Contributions shall be returned to the
Employer by the Trustee and all Salary Reduction Contributions and Rollover
Contributions shall be returned to the Employees to whose Accounts they are
credited.

         13.7 Incapacity to Receive Distributions. If any person entitled to
receive any benefit under the Plan is, in the judgment of the Plan
Administrator, legally, physically or mentally incapable of personally receiving
and receipting for any distribution, the Plan Administrator may instruct the
Trustee to make distribution to such other person, persons, or institutions as,
in the judgment of the Plan Administrator, then maintain or have custody of such
person. Such payments shall, to the extent thereof, discharge all liability of
the Company, the Employer, the Plan Administrator and the Trust.

         13.8 Location of Participant or Beneficiary. In the event that any
benefit shall become payable hereunder to any person and if, after written
notice from the Trustee mailed to such person's last known address as certified
to the Trustee by the Plan Administrator, such person shall not present himself
to the Trustee within two years after the mailing of such notice, the Trustee
shall notify the Plan Administrator thereof. The Plan Administrator shall
thereupon attempt to locate such person or, failing in such effort, to locate
such person's designated Beneficiary, if applicable. If the Plan Administrator
fails to locate such person or his Beneficiary, it shall attempt to locate


                                       72
<PAGE>   77
such person's spouse and/or blood relatives and to allocate the benefit among
such persons in such manner as the Plan Administrator in its absolute discretion
deems equitable. If such person, Beneficiary, spouse or blood relatives cannot
be located, the Plan Administrator shall treat the benefit as a forfeited amount
to be used to reduce future Employer Matching Contributions; provided, however,
that in the event that such person is subsequently located such benefit shall be
restored and paid to him. The Plan Administrator's obligation to locate
individuals under this Section shall be satisfied if the Plan Administrator
employs reasonable efforts to that end.

         IN WITNESS WHEREOF, this Plan has been executed this      day of
              ,            2000.


WITNESS:                                OXFORD HEALTH PLANS, INC.:

                                        By:
------------------------------------       -------------------------------------
                                            Its


                                       73