<PAGE>


                                                                     Exhibit 4.1




                     INTERDIGITAL COMMUNICATIONS CORPORATION
                           SAVINGS AND PROTECTION PLAN




























Restated January 1, 1997



<PAGE>


                                TABLE OF CONTENTS


INTRODUCTION

ARTICLE I                      FORMAT AND DEFINITIONS

       Section  1.01     ----- Format
       Section  1.02     ----- Definitions

ARTICLE II                     PARTICIPATION

       Section  2.01     ----- Active Participant
       Section  2.02     ----- Inactive Participant
       Section  2.03     ----- Cessation of Participation

ARTICLE III                    CONTRIBUTIONS

       Section  3.01     ----- Employer Contributions
       Section  3.01A    ----- Rollover Contributions
       Section  3.02     ----- Forfeitures
       Section  3.03     ----- Allocation
       Section  3.04     ----- Contribution Limitation
       Section  3.05     ----- Excess Amounts

ARTICLE IV                     INVESTMENT OF CONTRIBUTIONS

       Section  4.01     ----- Investment and Timing of Contributions
       Section  4.02     ----- Investment in Qualifying Employer Securities

ARTICLE V                      BENEFITS

       Section  5.01     ----- Retirement Benefits
       Section  5.02     ----- Death Benefits
       Section  5.03     ----- Vested Benefits
       Section  5.04     ----- When Benefits Start
       Section  5.05     ----- Withdrawal Benefits
       Section  5.06     ----- Loans to Participants

ARTICLE VI                     DISTRIBUTION OF BENEFITS

       Section  6.01     ----- Automatic Forms of Distribution
       Section  6.02     ----- Optional Forms of Distribution
       Section  6.03     ----- Election Procedures
       Section  6.04     ----- Notice Requirements





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<PAGE>

ARTICLE VII                    DISTRIBUTION REQUIREMENTS

       Section  7.01     ----- Application
       Section  7.02     ----- Definitions
       Section  7.03     ----- Distribution Requirements

ARTICLE VIII                   TERMINATION OF THE PLAN

ARTICLE IX                     ADMINISTRATION OF THE PLAN

       Section  9.01     ----- Administration
       Section  9.02     ----- Expenses
       Section  9.03     ----- Records
       Section  9.04     ----- Information Available
       Section  9.05     ----- Claim and Appeal Procedures
       Section  9.06     ----- Delegation of Authority
       Section  9.07     ----- Exercise of Discretionary Authority
       Section  9.08     ----- Voting and Tender of Qualifying Employer
                               Securities

ARTICLE X                      GENERAL PROVISIONS

       Section 10.01     ----- Amendments
       Section 10.02     ----- Direct Rollovers
       Section 10.03     ----- Mergers and Direct Transfers
       Section 10.04     ----- Provisions Relating to the Insurer and
                               Other Parties
       Section 10.05     ----- Employment Status
       Section 10.06     ----- Rights to Plan Assets
       Section 10.07     ----- Beneficiary
       Section 10.08     ----- Nonalienation of Benefits
       Section 10.09     ----- Construction
       Section 10.10     ----- Legal Actions
       Section 10.11     ----- Small Amounts
       Section 10.12     ----- Word Usage
       Section 10.13     ----- Change in Service Method
       Section 10.14     ----- Military Service

ARTICLE XI                     TOP-HEAVY PLAN REQUIREMENTS

       Section 11.01     ----- Application
       Section 11.02     ----- Definitions
       Section 11.03     ----- Modification of Vesting Requirements
       Section 11.04     ----- Modification of Contributions
       Section 11.05     ----- Modification of Contribution Limitation

PLAN EXECUTION





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<PAGE>









                                  INTRODUCTION


        The Primary Employer previously established a savings plan on February
1, 1985.

        The Primary Employer is of the opinion that the plan should be changed.
It believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions. The restatement, effective
January 1, 1997, is set forth in this document and is substituted in lieu of the
prior document.

        This restatement is made retroactively to reflect the law changes made
through the Internal Revenue Service Restructuring and Reform Act of 1998.

        The restated plan continues to be for the exclusive benefit of employees
of the Employer. All persons covered under the plan on December 31, 1996, shall
continue to be covered under the restated plan with no loss of benefits.

        It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code.









                                        4


<PAGE>







                                    ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

        Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

        These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

        Account means, for a Participant, his share of the Plan Fund. Separate
        accounting records are kept for those parts of his Account that result
        from:

        (a)    Elective Deferral Contributions

        (b)    Matching Contributions

        (c)    Profit Sharing Contributions

        (d)    Qualified Nonelective Contributions

        (e)    Rollover Contributions

        If the Participant's Vesting Percentage is less than 100% as to any of
        the Employer Contributions, a separate accounting record will be kept
        for any part of his Account resulting from such Employer Contributions
        and, if there has been a prior Forfeiture Date, from such Contributions
        made before a prior Forfeiture Date.

        A Participant's Account shall be reduced by any distribution of his
        Vested Account and by any Forfeitures. A Participant's Account shall
        participate in the earnings credited, expenses charged, and any
        appreciation or depreciation of the Investment Fund. His Account is
        subject to any minimum guarantees applicable under the Annuity Contract
        or other investment arrangement and to any expenses associated
        therewith.

        Accrual Computation Period means a consecutive 12-month period ending on
        the last day of each Plan Year, including corresponding consecutive
        12-month periods before February 1, 1985.

        ACP Test means the nondiscrimination test described in Code Section
        401(m)(2) as provided for in subparagraph (d) of the EXCESS AMOUNTS
        SECTION of Article III.

        Active Participant means an Eligible Employee who is actively
        participating in the Plan according to the provisions in the ACTIVE
        PARTICIPANT SECTION of Article II.

        ADP Test means the nondiscrimination test described in Code Section
        401(k)(3) as provided for in subparagraph (c) of the EXCESS AMOUNTS
        SECTION of Article III.

        Affiliated Service Group means any group of corporations, partnerships
        or other organizations of which the Employer is a part and which is
        affiliated within the meaning of Code Section 414(m) and regulations
        thereunder. Such a group includes at least two organizations one of
        which is either a service organization (that is, an organization the




                                        5


<PAGE>

        principal business of which is performing services), or an organization
        the principal business of which is performing management functions on a
        regular and continuing basis. Such service is of a type historically
        performed by employees. In the case of a management organization, the
        Affiliated Service Group shall include organizations related, within the
        meaning of Code Section 144(a)(3), to either the management organization
        or the organization for which it performs management functions. The term
        Controlled Group, as it is used in this Plan, shall include the term
        Affiliated Service Group.

        Annual Compensation means, for a Plan Year, the Employee's Compensation
        for the Compensation Year ending with or within the consecutive 12-month
        period ending on the last day of the Plan Year.

        Annuity Contract means the annuity contract or contracts into which the
        Trustee enters with the Insurer for guaranteed benefits, for the
        investment of Contributions in separate accounts, and for the payment of
        benefits under this Plan. The term Annuity Contract as it is used in
        this Plan shall include the plural unless the context clearly indicates
        the singular is meant.

        Annuity Starting Date means, for a Participant, the first day of the
        first period for which an amount is payable as an annuity or any other
        form.

        Beneficiary means the person or persons named by a Participant to
        receive any benefits under the Plan when the Participant dies. See the
        BENEFICIARY SECTION of Article X.

        Claimant means any person who makes a claim for benefits under this
        Plan. See the CLAIM AND APPEAL PROCEDURES SECTION of Article IX.

        Code means the Internal Revenue Code of 1986, as amended.

        Compensation means, except for purposes of the CONTRIBUTION LIMITATION
        SECTION of Article III and Article XI, the total earnings, except as
        modified in this definition, paid or made available to an Employee by
        the Employer during any specified period.

        "Earnings" in this definition means wages within the meaning of Code
        Section 3401(a) and all other payments of compensation to an Employee by
        the Employer (in the course of the Employer's trade or business) for
        which the Employer is required to furnish the Employee a written
        statement under Code Sections 6041(d), 6051(a)(3), and 6052. Earnings
        must be determined without regard to any rules under Code Section
        3401(a) that limit the remuneration included in wages based on the
        nature or location of the employment or the services performed (such as
        the exception for agricultural labor in Code Section 3401(a)(2)). The
        amount reported in the "Wages, Tips and Other Compensation" box on Form
        W-2 satisfies this definition.

        For any Self-employed Individual, Compensation means Earned Income.

        For purposes of determining the amount of Elective Deferral
        Contributions and Matching Contributions, Compensation shall exclude
        reimbursements or other expense allowances, fringe benefits (cash and
        noncash), moving expenses, deferred compensation (other than elective
        contributions), and welfare benefits.

        Compensation shall also include elective contributions. For this
        purpose, elective contributions are amounts contributed by the Employer
        pursuant to a salary reduction agreement and which are not includible in
        the gross income of the Employee under Code Section 125, 402(e)(3),
        402(h)(1)(B), or 403(b). Elective contributions also include
        compensation deferred under a Code Section 457 plan maintained by the
        Employer and employee contributions "picked up" by a governmental entity
        and, pursuant to Code Section 414(h)(2), treated as Employer
        contributions. For years beginning after December 31, 1997, elective




                                        6




<PAGE>

        contributions shall also include amounts contributed by the Employer
        pursuant to a salary reduction agreement and which are not includible in
        the gross income of the Employee under Code Section 132(f)(4).

        For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer
        may elect to use an alternative nondiscriminatory definition of
        Compensation in accordance with the regulations under Code Section
        414(s).

        For Plan Years beginning on or after January 1, 1994, the annual
        Compensation of each Participant taken into account for determining all
        benefits provided under the Plan for any determination period shall not
        exceed $150,000, as adjusted for increases in the cost-of-living in
        accordance with Code Section 401(a)(17)(B). The cost-of-living
        adjustment in effect for a calendar year applies to any determination
        period beginning in such calendar year.

        If a determination period consists of fewer than 12 months, the annual
        limit is an amount equal to the otherwise applicable annual limit
        multiplied by a fraction. The numerator of the fraction is the number of
        months in the short determination period, and the denominator of the
        fraction is 12.

        If Compensation for any prior determination period is taken into account
        in determining a Participant's contributions or benefits for the current
        Plan Year, the Compensation for such prior determination period is
        subject to the applicable annual compensation limit in effect for that
        determination period. For this purpose, in determining contributions or
        benefits in Plan Years beginning on or after January 1, 1994, the annual
        compensation limit in effect for determination periods beginning before
        that date is $150,000.

        Compensation means, for a Leased Employee, Compensation for the services
        the Leased Employee performs for the Employer, determined in the same
        manner as the Compensation of Employees who are not Leased Employees,
        regardless of whether such Compensation is received directly from the
        Employer or from the leasing organization.

        Compensation Year means the consecutive 12-month period ending on the
        last day of each Plan Year, including corresponding periods before
        February 1, 1985.

        Contributions means

               Elective Deferral Contributions
               Matching Contributions
               Profit Sharing Contributions
               Qualified Nonelective Contributions
               Rollover Contributions
        as set out in Article III, unless the context clearly indicates only
        specific contributions are meant.

        Controlled Group means any group of corporations, trades, or businesses
        of which the Employer is a part that are under common control. A
        Controlled Group includes any group of corporations, trades, or
        businesses, whether or not incorporated, which is either a
        parent-subsidiary group, a brother-sister group, or a combined group
        within the meaning of Code Section 414(b), Code Section 414(c) and
        regulations thereunder and, for purposes of determining contribution
        limitations under the CONTRIBUTION LIMITATION SECTION of Article III, as
        modified by Code Section 415(h) and, for the purpose of identifying
        Leased Employees, as modified by Code Section 144(a)(3). The term
        Controlled Group, as it is used in this Plan, shall include the term
        Affiliated Service Group and any other employer required to be
        aggregated with the Employer under Code Section 414(o) and the
        regulations thereunder.

        Direct Rollover means a payment by the Plan to the Eligible Retirement
Plan specified by the Distributee.






                                        7



<PAGE>

        Distributee means an Employee or former Employee. In addition, the
        Employee's (or former Employee's) surviving spouse and the Employee's
        (or former Employee's) spouse or former spouse who is the alternate
        payee under a qualified domestic relations order, as defined in Code
        Section 414(p), are Distributees with regard to the interest of the
        spouse or former spouse.

        Earned Income means, for a Self-employed Individual, net earnings from
        self-employment in the trade or business for which this Plan is
        established if such Self-employed Individual's personal services are a
        material income producing factor for that trade or business. Net
        earnings shall be determined without regard to items not included in
        gross income and the deductions properly allocable to or chargeable
        against such items. Net earnings shall be reduced for the employer
        contributions to the Employer's qualified retirement plan(s) to the
        extent deductible under Code Section 404.

        Net earnings shall be determined with regard to the deduction allowed to
        the Employer by Code Section 164(f) for taxable years beginning after
        December 31, 1989.

        Elective Deferral Contributions means contributions made by the Employer
        to fund this Plan in accordance with elective deferral agreements
        between Eligible Employees and the Employer.

        Elective deferral agreements shall be made, changed, or terminated
        according to the provisions of the EMPLOYER CONTRIBUTIONS SECTION of
        Article III.

        Elective Deferral Contributions shall be 100% vested and subject to the
        distribution restrictions of Code Section 401(k) when made. See the WHEN
        BENEFITS START SECTION of Article V.

        Eligibility Service means an Employee's Period of Service. Eligibility
        Service shall be measured from his Employment Commencement Date to his
        most recent Severance Date. Eligibility Service shall be reduced by any
        Period of Severance that occurred prior to his most recent Severance
        Date, unless such Period of Severance is included under the service
        spanning rule below. This period of Eligibility Service shall be
        expressed as months (on the basis that 30 days equal one month).

        However, Eligibility Service is modified as follows:

        Period of Military Duty included:

               A Period of Military Duty shall be included as service with the
               Employer to the extent it has not already been credited.

        Period of Severance included (service spanning rule):

               A Period of Severance shall be deemed to be a Period of Service
               under either of the following conditions:

               (a)    the Period of Severance immediately follows a period
                      during which an Employee is not absent from work and ends
                      within 12 months; or

               (b)    the Period of Severance immediately follows a period
                      during which an Employee is absent from work for any
                      reason other than quitting, being discharged, or retiring
                      (such as a leave of absence or layoff) and ends within 12
                      months of the date he was first absent.

        Controlled Group service included:





                                        8





<PAGE>

               An Employee's service with a member firm of a Controlled Group
               while both that firm and the Employer were members of the
               Controlled Group shall be included as service with the Employer.

        Eligible Employee means any Employee of the Employer who meets the
        following requirement. His employment classification with the Employer
        is the following:

               Nonbargaining class. Not represented for collective bargaining
               purposes by any collective bargaining agreement between the
               Employer and employee representatives, if retirement benefits
               were the subject of good faith and if two percent or less of the
               Employees who are covered pursuant to that agreement are
               professionals as defined in section 1.410(b)-9 of the
               regulations. For this purpose, the term "employee
               representatives" does not include any organization more than half
               of whose members are Employees who are owners, officers, or
               executives of the Employer.

        Eligible Retirement Plan means an individual retirement account
        described in Code Section 408(a), an individual retirement annuity
        described in Code Section 408(b), an annuity plan described in Code
        Section 403(a) or a qualified trust described in Code Section 401(a),
        that accepts the Distributee's Eligible Rollover Distribution. However,
        in the case of an Eligible Rollover Distribution to the surviving
        spouse, an Eligible Retirement Plan is an individual retirement account
        or individual retirement annuity.

        Eligible Rollover Distribution means any distribution of all or any
        portion of the balance to the credit of the Distributee, except that an
        Eligible Rollover Distribution does not include: (i) any distribution
        that is one of a series of substantially equal periodic payments (not
        less frequently than annually) made for the life (or life expectancy) of
        the Distributee or the joint lives (or joint life expectancies) of the
        Distributee and the Distributee's designated Beneficiary, or for a
        specified period of ten years or more; (ii) any distribution to the
        extent such distribution is required under Code Section 401(a)(9); (iii)
        any hardship distribution described in Code Section 401(k)(2)(B)(i)(IV)
        received after December 31, 1998; (iv) the portion of any other
        distribution(s) that is not includible in gross income (determined
        without regard to the exclusion for net unrealized appreciation with
        respect to employer securities); and (v) any other distribution(s) that
        is reasonably expected to total less than $200 during a year.

        Employee means an individual who is employed by the Employer or any
        other employer required to be aggregated with the Employer under Code
        Sections 414(b), (c), (m), or (o). A Controlled Group member is required
        to be aggregated with the Employer.

        The term Employee shall include any Self-employed Individual treated as
        an employee of any employer described in the preceding paragraph as
        provided in Code Section 401(c)(1). The term Employee shall also include
        any Leased Employee deemed to be an employee of any employer described
        in the preceding paragraph as provided in Code Section 414(n) or (o).

        Employer means, except for purposes of the CONTRIBUTION LIMITATION
        SECTION of Article III, the Primary Employer. This will also include any
        successor corporation or firm of the Employer which shall, by written
        agreement, assume the obligations of this Plan or any Predecessor
        Employer.

        Employer Contributions means

               Elective Deferral Contributions
               Matching Contributions
               Profit Sharing Contributions
               Qualified Nonelective Contributions





                                        9






<PAGE>

        as set out in Article III and contributions made by the Employer to fund
        this Plan in accordance with the provisions of the MODIFICATION OF
        CONTRIBUTIONS SECTION of Article XI, unless the context clearly
        indicates only specific contributions are meant.

        Employment Commencement Date means the date an Employee first performs
        an Hour-of-Service.

        Entry Date means the date an Employee first enters the Plan as an Active
        Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

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

        Fiscal Year means the Primary Employer's taxable year. The last day of
        the Fiscal Year is December 31.

        Forfeiture means the part, if any, of a Participant's Account that is
        forfeited. See the FORFEITURES SECTION of Article III.

        Forfeiture Date means, as to a Participant, the last day of five
        consecutive one-year Periods of Severance.

        Highly Compensated Employee means any Employee who:

        (a)    was a 5-percent owner at any time during the year or the
               preceding year, or

        (b)    for the preceding year had compensation from the Employer in
               excess of $80,000 and, if the Employer so elects, was in the
               top-paid group for the preceding year. The $80,000 amount is
               adjusted at the same time and in the same manner as under Code
               Section 415(d), except that the base period is the calendar
               quarter ending September 30, 1996.

        For this purpose the applicable year of the plan for which a
        determination is being made is called a determination year and the
        preceding 12-month period is called a look-back year. If the Employer
        makes a calendar year data election, the look-back year shall be the
        calendar year beginning with or within the look-back year. The Plan may
        not use such election to determine whether Employees are Highly
        Compensated Employees on account of being a 5-percent owner.

        In determining who is a Highly Compensated Employee the Employer does
        not make a top-paid group election. In determining who is a Highly
        Compensated Employee the Employer does not make a calendar year data
        election.

        Calendar year data elections and top-paid group elections, once made,
        apply for all subsequent years unless changed by the Employer. If the
        Employer makes one election, the Employer is not required to make the
        other. If both elections are made, the look-back year in determining the
        top-paid group must be the calendar year beginning with or within the
        look-back year. These elections must apply consistently to the
        determination years of all plans maintained by the Employer which
        reference the highly compensated employee definition in Code Section
        414(q), except as provided in Internal Revenue Service Notice 97-45 (or
        superseding guidance). The consistency requirement will not apply to
        determination years beginning with or within the 1997 calendar year, and
        for determination years beginning on or after January 1, 1998 and before
        January 1, 2000, satisfaction of the consistency requirement is
        determined without regard to any nonretirement plans of the Employer.

        The determination of who is a highly compensated former Employee is
        based on the rules applicable to determining Highly Compensated Employee
        status as in effect for that determination year, in accordance with





                                        10



<PAGE>

        section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and
        Internal Revenue Service Notice 97-45.

        In determining whether an Employee is a Highly Compensated Employee for
        years beginning in 1997, the amendments to Code Section 414(q) stated
        above are treated as having been in effect for years beginning in 1996.

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

        Hour-of-Service means, for the elapsed time method of crediting service
        in this Plan, each hour for which an Employee is paid, or entitled to
        payment, for performing duties for the Employer. Hour-of-Service means,
        for the hours method of crediting service in this Plan, the following:

        (a)    Each hour for which an Employee is paid, or entitled to payment,
               for performing duties for the Employer during the applicable
               computation period.

        (b)    Each hour for which an Employee is paid, or entitled to payment,
               by the Employer because of a period of time in which no duties
               are performed (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. Notwithstanding the preceding
               provisions of this subparagraph (b), no credit will be given to
               the Employee:

               (1)    for more than 501 Hours-of-Service under this subparagraph
                      (b) because of any single continuous period in which the
                      Employee performs no duties (whether or not such period
                      occurs in a single computation period); or

               (2)    for an Hour-of-Service for which the Employee is directly
                      or indirectly paid, or entitled to payment, because of a
                      period in which no duties are performed if such payment is
                      made or due under a plan maintained solely for the purpose
                      of complying with applicable worker's or workmen's
                      compensation, or unemployment compensation, or disability
                      insurance laws; or

               (3)    for an Hour-of-Service for a payment which solely
                      reimburses the Employee for medical or medically related
                      expenses incurred by him.

               For purposes of this subparagraph (b), a payment shall be deemed
               to be made by, or due from the Employer, regardless of whether
               such payment is made by, or due from the Employer, directly or
               indirectly through, among others, a trust fund or insurer, to
               which the Employer contributes or pays premiums and regardless of
               whether contributions made or due to the trust fund, insurer or
               other entity are for the benefit of particular employees or are
               on behalf of a group of employees in the aggregate.

        (c)    Each hour for which back pay, irrespective of mitigation of
               damages, is either awarded or agreed to by the Employer. The same
               Hours-of-Service shall not be credited both under subparagraph
               (a) or subparagraph (b) above (as the case may be) and under this
               subparagraph (c). Crediting of Hours-of-Service for back pay
               awarded or agreed to with respect to periods described in
               subparagraph (b) above will be subject to the limitations set
               forth in that subparagraph.

        The crediting of Hours-of-Service above shall be applied under the rules
        of paragraphs (b) and (c) of the Department of Labor Regulation
        2530.200b-2 (including any interpretations or opinions implementing such
        rules); which rules, by this reference, are specifically incorporated in



                                        11


<PAGE>

        full within this Plan. The reference to paragraph (b) applies to the
        special rule for determining hours of service for reasons other than the
        performance of duties such as payments calculated (or not calculated) on
        the basis of units of time and the rule against double credit. The
        reference to paragraph (c) applies to the crediting of hours of service
        to computation periods.

        Hours-of-Service shall be credited for employment with any other
        employer required to be aggregated with the Employer under Code Sections
        414(b), (c), (m), or (o) and the regulations thereunder for purposes of
        eligibility and vesting. Hours-of-Service shall also be credited for any
        individual who is considered an employee for purposes of this Plan
        pursuant to Code Section 414(n) or (o) and the regulations thereunder.

        Solely for purposes of determining whether a one-year break in service
        has occurred for eligibility or vesting purposes, during a Parental
        Absence an Employee shall be credited with the Hours-of-Service which
        otherwise would normally have been credited to the Employee but for such
        absence, or in any case in which such hours cannot be determined, eight
        Hours-of-Service per day of such absence. The Hours-of-Service credited
        under this paragraph shall be credited in the computation period in
        which the absence begins if the crediting is necessary to prevent a
        break in service in that period; or in all other cases, in the following
        computation period.

        Inactive Participant means a former Active Participant who has an
        Account. See the INACTIVE PARTICIPANT SECTION of Article II.

        Insurer means Principal Life Insurance Company and any other insurance
        company or companies named by the Trustee or Primary Employer.

        Investment Fund means the total of Plan assets, excluding the guaranteed
        benefit policy portion of any Annuity Contract. All or a portion of
        these assets may be held under the Trust Agreement.

        The Investment Fund shall be valued at current fair market value as of
        the Valuation Date. The valuation shall take into consideration
        investment earnings credited, expenses charged, payments made, and
        changes in the values of the assets held in the Investment Fund.

        The Investment Fund shall be allocated at all times to Participants,
        except as otherwise expressly provided in the Plan. The Account of a
        Participant shall be credited with its share of the gains and losses of
        the Investment Fund. That part of a Participant's Account invested in a
        funding arrangement which establishes one or more accounts or investment
        vehicles for such Participant thereunder shall be credited with the gain
        or loss from such accounts or investment vehicles. The part of a
        Participant's Account which is invested in other funding arrangements
        shall be credited with a proportionate share of the gain or loss of such
        investments. The share shall be determined by multiplying the gain or
        loss of the investment by the ratio of the part of the Participant's
        Account invested in such funding arrangement to the total of the
        Investment Fund invested in such funding arrangement.

        Investment Manager means any fiduciary (other than a trustee or Named
        Fiduciary)

        (a)    who has the power to manage, acquire, or dispose of any assets of
               the Plan;

        (b)    who (i) is registered as an investment adviser under the
               Investment Advisers Act of 1940; (ii) is not registered as an
               investment adviser under such Act by reason of paragraph (1) of
               section 203A(a) of such Act, is registered as an investment
               adviser under the laws of the state (referred to in such
               paragraph (1)) in which it maintains its principal office and
               place of business, and, at the time it last filed the
               registration form most recently filed by it with such state in
               order to maintain its registration under the laws of such state,
               also filed a copy of such form with the Secretary of Labor, (iii)



                                        12



<PAGE>

               is a bank, as defined in that Act; or (iv) is an insurance
               company qualified to perform services described in subparagraph
               (a) above under the laws of more than one state; and

        (c)    who has acknowledged in writing being a fiduciary with respect to
               the Plan.

        Late Retirement Date means the first day of any month which is after the
        date a Participant's Normal Retirement Date and on which retirement
        benefits begin. If a Participant continues to work for the Employer
        after his Normal Retirement Date, his Late Retirement Date shall be the
        earliest first day of the month on or after the date he ceases to be an
        Employee. An earlier or a later Retirement Date may apply if the
        Participant so elects. An earlier Retirement Date may apply if the
        Participant is age 70 1/2. See the WHEN BENEFITS START SECTION of
        Article V.

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

        A Leased Employee shall not be considered an employee of the recipient
        if:

        (a)    such employee is covered by a money purchase pension plan
               providing (i) a nonintegrated employer contribution rate of at
               least 10 percent of compensation, as defined in Code Section
               415(c)(3), but including amounts contributed pursuant to a salary
               reduction agreement which are excludible from the employee's
               gross income under Code Sections 125, 402(e)(3), 402(h)(1)(B), or
               403(b), (ii) immediate participation, and (iii) full and
               immediate vesting, and

        (b)    Leased Employees do not constitute more than 20 percent of the
               recipient's nonhighly compensated work force.

        Loan Administrator means the person(s) or position(s) authorized to
        administer the Participant loan program.

        The Loan Administrator is the Plan Administrator.

        Matching Contributions means contributions made by the Employer to fund
        this Plan which are contingent on a Participant's Elective Deferral
        Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

        Monthly Date means each Yearly Date and the same day of each following
        month during the Plan Year beginning on such Yearly Date.

        Named Fiduciary means the person or persons who have authority to
        control and manage the operation and administration of the Plan.

        The Named Fiduciary is the Employer.

        Nonhighly Compensated Employee means an Employee of the Employer who is
        not a Highly Compensated Employee.

        Nonvested Account means the excess, if any, of a Participant's Account
        over his Vested Account.



                                        13




<PAGE>

        Normal Retirement Age means the age at which the Participant's normal
        retirement benefit becomes nonforfeitable if he is an Employee. A
        Participant's Normal Retirement Age is 65.

        Normal Retirement Date means the earliest first day of the month on or
        after the date the Participant reaches his Normal Retirement Age. Unless
        otherwise provided in this Plan, a Participant's retirement benefits
        shall begin on a Participant's Normal Retirement Date if he has ceased
        to be an Employee on such date and has a Vested Account. Even if the
        Participant is an Employee on his Normal Retirement Date, he may choose
        to have his retirement benefit begin on such date. See the WHEN BENEFITS
        START SECTION of Article V.

        Owner-employee means a Self-employed Individual who, in the case of a
        sole proprietorship, owns the entire interest in the unincorporated
        trade or business for which this Plan is established. If this Plan is
        established for a partnership, an Owner-employee means a Self-employed
        Individual who owns more than 10 percent of either the capital interest
        or profits interest in such partnership.

        Parental Absence means an Employee's absence from work:

        (a)    by reason of pregnancy of the Employee,

        (b)    by reason of birth of a child of the Employee,

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

        (d)    for purposes of caring for such child for a period beginning
               immediately following such birth or placement.

        Participant means either an Active Participant or an Inactive
        Participant.

        Period of Military Duty means, for an Employee

        (a)    who served as a member of the armed forces of the United States,
               and

        (b)    who was reemployed by the Employer at a time when the Employee
               had a right to reemployment in accordance with seniority rights
               as protected under Chapter 43 of Title 38 of the U. S. Code,

        the period of time from the date the Employee was first absent from
        active work for the Employer because of such military duty to the date
        the Employee was reemployed.

        Period of Service means a period of time beginning on an Employee's
        Employment Commencement Date or Reemployment Commencement Date
        (whichever applies) and ending on his Severance Date.

        Period of Severance means a period of time beginning on an Employee's
        Severance Date and ending on the date he again performs an
        Hour-of-Service.

        A one-year Period of Severance means a Period of Severance of 12
        consecutive months.

        Solely for purposes of determining whether a one-year Period of
        Severance has occurred for eligibility or vesting purposes, the
        consecutive 12-month period beginning on the first anniversary of the
        first date of a Parental Absence shall not be a one-year Period of
        Severance.


                                        14






<PAGE>

        Plan means the savings plan of the Employer set forth in this document,
        including any later amendments to it.

        Plan Administrator means the person or persons who administer the Plan.

        The Plan Administrator is the Employer.

        Plan Fund means the total of the Investment Fund and the guaranteed
        benefit policy portion of any Annuity Contract. The Investment Fund
        shall be valued as stated in its definition. The guaranteed benefit
        policy portion of any Annuity Contract shall be determined in accordance
        with the terms of the Annuity Contract and, to the extent that such
        Annuity Contract allocates contract values to Participants, allocated to
        Participants in accordance with its terms. The total value of all
        amounts held under the Plan Fund shall equal the value of the aggregate
        Participants' Accounts under the Plan.

        Plan Year means a period beginning on a Yearly Date and ending on the
        day before the next Yearly Date.

        Predecessor Employer means a firm of which the Employer was once a part
        (e.g., due to a spinoff or change of corporate status) or a firm
        absorbed by the Employer because of a merger or acquisition (stock or
        asset, including a division or an operation of such company) which
        maintained this Plan or which is named below:

        INTERNATIONAL MOBILE MACHINES INSTITUTE

        Primary Employer means INTERDIGITAL COMMUNICATIONS CORPORATION.

        Prior Plan means the Plan, in the form immediately prior to the adoption
        of this amendment and restatement of the Plan.

        Profit Sharing Contributions means contributions made by the Employer to
        fund this Plan at the Employer's discretion pursuant to the EMPLOYER
        CONTRIBUTIONS SECTION OF Article III.

        Qualified Nonelective Contributions means contributions made by the
        Employer to fund this Plan (other than Elective Deferral Contributions)
        which are 100% vested and subject to the distribution restrictions of
        Code Section 401(k) when made. See the EMPLOYER CONTRIBUTIONS SECTION of
        Article III and the WHEN BENEFITS START SECTION of Article V.

        Qualifying Employer Securities means any security which is issued by the
        Employer or any Controlled Group member and which meets the requirements
        of Code Section 409(l) and ERISA Section 407(d)(5). This shall also
        include any securities that satisfied the requirements of the definition
        when these securities were assigned to the Plan.

        Qualifying Employer Securities Fund means that part of the assets of the
        Trust Fund that are designated to be held primarily or exclusively in
        Qualifying Employer Securities for the purpose of providing benefits for
        Participants.

        Quarterly Date means each Yearly Date and the third, sixth, and ninth
        Monthly Date after each Yearly Date which is within the same Plan Year.

        Reemployment Commencement Date means the date an Employee first performs
        an Hour-of-Service following a Period of Severance.

        Reentry Date means the date a former Active Participant reenters the
        Plan. See the ACTIVE PARTICIPANT SECTION of Article II.


                                        15




<PAGE>

        Retirement Date means the date a retirement benefit will begin and is a
        Participant's Normal or Late Retirement Date, as the case may be.

        Rollover Contributions means the Rollover Contributions which are made
        by an Eligible Employee or an Inactive Participant according to the
        provisions of the ROLLOVER CONTRIBUTIONS SECTION of Article III.

        Self-employed Individual means, with respect to any Fiscal Year, an
        individual who has Earned Income for the Fiscal Year (or who would have
        Earned Income but for the fact the trade or business for which this Plan
        is established did not have net profits for such Fiscal Year).

        Severance Date means the earlier of:

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

        (b)    the first anniversary of the date an Employee begins a one-year
               absence from service (with or without pay). This absence may be
               the result of any combination of vacation, holiday, sickness,
               disability, leave of absence or layoff.

        Solely to determine whether a one-year Period of Severance has occurred
        for eligibility or vesting purposes for an Employee who is absent from
        service beyond the first anniversary of the first day of a Parental
        Absence, Severance Date is the second anniversary of the first day of
        the Parental Absence. The period between the first and second
        anniversaries of the first day of the Parental Absence is not a Period
        of Service and is not a Period of Severance.

        SMM Date means the date on which a Participant is furnished with a
        summary of material modification reflecting the amendment of the Plan
        that has eliminated annuities as an optional form of benefit as
        described in Article VI.

        Totally and Permanently Disabled means that a Participant is disabled,
        as a result of sickness or injury, to the extent that he is prevented
        from engaging in any substantial gainful activity, and is eligible for
        and receives a disability benefit under Title II of the Federal Social
        Security Act.

        Trust Agreement means an agreement of trust between the Primary Employer
        and Trustee established for the purpose of holding and distributing the
        Trust Fund under the provisions of the Plan. The Trust Agreement may
        provide for the investment of all or any portion of the Trust Fund in
        the Annuity Contract.

        Trust Fund means the total funds held under the Trust Agreement.

        Trustee means the party or parties named in the Trust Agreement. The
        term Trustee as it is used in this Plan is deemed to include the plural
        unless the context clearly indicates the singular is meant.

        Valuation Date means the date on which the value of the assets of the
        Investment Fund is determined. The value of each Account which is
        maintained under this Plan shall be determined on the Valuation Date. In
        each Plan Year, the Valuation Date shall be the last day of the Plan
        Year. At the discretion of the Plan Administrator, Trustee or Insurer
        (whichever applies), assets of the Investment Fund may be valued more
        frequently. These dates shall also be Valuation Dates.

        Vested Account means the vested part of a Participant's Account. The
        Participant's Vested Account is determined as follows.





                                        16


<PAGE>

        If the Participant's Vesting Percentage is 100%, his Vested Account
        equals his Account.

        If the Participant's Vesting Percentage is less than 100%, his Vested
        Account equals the sum of (a) and (b) below:

        (a)    The part of the Participant's Account that results from Employer
               Contributions made before a prior Forfeiture Date and all other
               Contributions which were 100% vested when made.

        (b)    The balance of the Participant's Account in excess of the amount
               in (a) above multiplied by his Vesting Percentage.

        If the Participant has withdrawn any part of his Account resulting from
        Employer Contributions, other than the vested Employer Contributions
        included in (a) above, the amount determined under this subparagraph (b)
        shall be equal to P(AB + D) - D as defined below:

        P      The Participant's Vesting Percentage.

        AB     The balance of the Participant's Account in excess of the amount
               in (a) above.

        D      The amount of the withdrawal resulting from Employer
               Contributions, other than the vested Employer Contributions
               included in (a) above.

        The Participant's Vested Account is nonforfeitable.

        Vesting Percentage means the percentage used to determine the
        nonforfeitable portion of a Participant's Account attributable to
        Employer Contributions which were not 100% vested when made.

        A Participant's Vesting Percentage is shown in the following schedule
        opposite the number of whole years of his Vesting Service.

                 VESTING SERVICE                    VESTING
                  (whole years)                   PERCENTAGE

                   Less than 1                         33
                        1                              67
                    2 or more                         100

        The Vesting Percentage for a Participant who is an Employee on or after
        the date he reaches Normal Retirement Age shall be 100%. The Vesting
        Percentage for a Participant who is an Employee on the date he becomes
        Totally and Permanently Disabled or dies shall be 100%.

        If the schedule used to determine a Participant's Vesting Percentage is
        changed, the new schedule shall not apply to a Participant unless he is
        credited with an Hour-of-Service on or after the date of the change and
        the Participant's nonforfeitable percentage on the day before the date
        of the change is not reduced under this Plan. The amendment provisions
        of the AMENDMENTS SECTION of Article X regarding changes in the
        computation of the Vesting Percentage shall apply.

        Vesting Service means an Employee's Period of Service. Vesting Service
        shall be measured from his Employment Commencement Date to his most
        recent Severance Date. Vesting Service shall be reduced by any Period of
        Severance that occurred prior to his most recent Severance Date, unless
        such Period of Severance is included under the service spanning rule
        below. This period of Vesting Service shall be expressed as years and





                                       17





<PAGE>

        fractional parts of a year (to four decimal places) on the basis that
        365 days equal one year.

        However, Vesting Service is modified as follows:

        Service with a Predecessor Employer which did not maintain this Plan
        included:

               An Employee's service with a Predecessor Employer which did not
               maintain this Plan shall be included as service with the
               Employer. This service excludes service performed while a
               proprietor or partner.

        Period of Military Duty included:

               A Period of Military Duty shall be included as service with the
               Employer to the extent it has not already been credited.

        Period of Severance included (service spanning rule):

               A Period of Severance shall be deemed to be a Period of Service
               under either of the following conditions:

               (a)    the Period of Severance immediately follows a period
                      during which an Employee is not absent from work and ends
                      within 12 months; or

               (b)    the Period of Severance immediately follows a period
                      during which an Employee is absent from work for any
                      reason other than quitting, being discharged, or retiring
                      (such as a leave of absence or layoff) and ends within 12
                      months of the date he was first absent.

        Controlled Group service included:

               An Employee's service with a member firm of a Controlled Group
               while both that firm and the Employer were members of the
               Controlled Group shall be included as service with the Employer.

        Yearly Date means February 1, 1985, and each following January 1.

        Years of Service means an Employee's Vesting Service.






                                       18





<PAGE>


                                   ARTICLE II

                                  PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

        (a)    An Employee shall first become an Active Participant (begin
               active participation in the Plan) on the earliest date on which
               he is an Eligible Employee and has met both of the eligibility
               requirements set forth below. This date is his Entry Date.

               (1)    He has completed one month of Eligibility Service before
                      his Entry Date.

               (2)    He is age 18 or older.

               Each Employee who was an Active Participant under the Plan on
               December 31, 1996, shall continue to be an Active Participant if
               he is still an Eligible Employee on January 1, 1997, and his
               Entry Date shall not change.

               In the event an Employee who is not an Eligible Employee becomes
               an Eligible Employee, such Eligible Employee shall become an
               Active Participant immediately if such Eligible Employee has
               satisfied the eligibility requirements above and would have
               otherwise previously become an Active Participant had he met the
               definition of Eligible Employee. This date is his Entry Date.

        (b)    An Inactive Participant shall again become an Active Participant
               (resume active participation in the Plan) on the date he again
               performs an Hour-of-Service as an Eligible Employee. This date is
               his Reentry Date.

               Upon again becoming an Active Participant, he shall cease to be
               an Inactive Participant.

        (c)    A former Participant shall again become an Active Participant
               (resume active participation in the Plan) on the date he again
               performs an Hour-of-Service as an Eligible Employee. This date is
               his Reentry Date.

        There shall be no duplication of benefits for a Participant under this
Plan because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

        An Active Participant shall become an Inactive Participant (stop
accruing benefits under the Plan) on the earlier of the following:

        (a)    the date the Participant ceases to be an Eligible Employee, or

        (b)    the effective date of complete termination of the Plan under
               Article VIII.

        An Employee or former Employee who was an Inactive Participant under the
Plan on December 31, 1996, shall continue to be an Inactive Participant on
January 1, 1997. Eligibility for any benefits payable to the Participant or on
his behalf and the amount of the benefits shall be determined according to the
provisions of the prior document, unless otherwise stated in this document.





                                       19


<PAGE>

SECTION 2.03--CESSATION OF PARTICIPATION.

        A Participant shall cease to be a Participant on the date he is no
longer an Eligible Employee and his Account is zero.






















                                       20




<PAGE>



                                   ARTICLE III

                                  CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

        Employer Contributions shall be made without regard to current or
accumulated net income, earnings or profits of the Employer. Notwithstanding the
foregoing, the Plan shall continue to be designed to qualify as a profit sharing
plan for purposes of Code Sections 401(a), 402, 412, and 417. Such Contributions
shall be equal to the Employer Contributions as described below:

        (a)    The amount of each Elective Deferral Contribution for a
               Participant shall be equal to a portion of Compensation as
               specified in the elective deferral agreement. An Employee who is
               eligible to participate in the Plan may file an elective deferral
               agreement with the Employer. The Participant shall modify or
               terminate the elective deferral agreement by filing a new
               elective deferral agreement. The elective deferral agreement may
               not be made retroactively and shall remain in effect until
               modified or terminated.

               The elective deferral agreement to start or modify Elective
               Deferral Contributions shall be effective on the first day of the
               first pay period following the pay period in which the
               Participant's Entry Date (Reentry Date, if applicable) or any
               following Quarterly Date occurs. The elective deferral agreement
               must be entered into on or before the date it is effective.

               The elective deferral agreement to stop Elective Deferral
               Contributions may be entered into on any date. Such elective
               deferral agreement shall be effective on the first day of the pay
               period following the pay period in which the elective deferral
               agreement is entered into.

               Elective Deferral Contributions cannot be less than 1% nor more
               than 15% of Compensation.

               Elective Deferral Contributions are fully (100%) vested and
               nonforfeitable.

        (b)    The Employer may make discretionary Matching Contributions. The
               percentage of Elective Deferral Contributions matched, if any,
               shall be a percentage as determined by the Employer. Elective
               Deferral Contributions which are over 6% of Compensation won't be
               matched.

               Matching Contributions are calculated based on Elective Deferral
               Contributions and Compensation for the pay period. Matching
               Contributions are made for all persons who were Active
               Participants at any time during that pay period.

               Any percentage determined by the Employer shall apply to all
               eligible persons for the entire Plan Year.

               Matching Contributions are subject to the Vesting Percentage.

        (c)    The Employer may make a discretionary Profit Sharing Contribution
               for any Plan Year of an amount determined by the Employer, in its
               sole discretion.

               Profit Sharing Contributions are subject to the Vesting
               Percentage.






                                       21




<PAGE>


        (d)    Qualified Nonelective Contributions may be made for each Plan
               Year in an amount determined by the Employer to be used to reduce
               Excess Aggregate Contributions and Excess Contributions, as
               defined in the EXCESS AMOUNTS SECTION of this article.

               Qualified Nonelective Contributions are 100% vested and subject
               to the distribution restrictions of Code Section 401(k) when
               made.

        No Participant shall be permitted to have Elective Deferral
Contributions, as defined in the EXCESS AMOUNTS SECTION of this article, made
under this Plan, or any other qualified plan maintained by the Employer, during
any taxable year, in excess of the dollar limitation contained in Code Section
402(g) in effect at the beginning of such taxable year.

        An elective deferral agreement (or change thereto) must be made in such
manner and in accordance with such rules as the Employer may prescribe
(including by means of voice response or other electronic system under
circumstances the Employer permits) and may not be made retroactively.

        Employer Contributions are allocated according to the provisions of the
ALLOCATION SECTION of this article.

        The Employer may make all or any portion of the following Contributions,
which are to be invested in Qualifying Employer Securities, to the Trustee in
the form of Qualifying Employer Securities:

        Matching Contributions
        Profit Sharing Contributions
        Qualified Nonelective Contributions

        A portion of the Plan assets resulting from Employer Contributions (but
not more than the original amount of those Contributions) may be returned if the
Employer Contributions are made because of a mistake of fact or are more than
the amount deductible under Code Section 404 (excluding any amount which is not
deductible because the Plan is disqualified). The amount involved must be
returned to the Employer within one year after the date the Employer
Contributions are made by mistake of fact or the date the deduction is
disallowed, whichever applies. Except as provided under this paragraph and
Article VIII, the assets of the Plan shall never be used for the benefit of the
Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

SECTION 3.01A--ROLLOVER CONTRIBUTIONS.

        A Rollover Contribution may be made by an Eligible Employee or an
Inactive Participant if the following conditions are met:

        (a)    The Contribution is of amounts distributed from a plan that
               satisfies the requirements of Code Section 401(a) or from a
               "conduit" individual retirement account described in Code Section
               408(d)(3)(A). In the case of an Inactive Participant, the
               Contribution must be of an amount distributed from another plan
               of the Employer, or a plan of a Controlled Group member, that
               satisfies the requirements of Code Section 401(a).

        (b)    The Contribution is of amounts that the Code permits to be
               transferred to a plan that meets the requirements of Code Section
               401(a).

        (c)    The Contribution is made in the form of a direct rollover under
               Code Section 401(a)(31) or is a rollover made under 402(c) or
               408(d)(3)(A) within 60 days after the Eligible Employee or
               Inactive Participant receives the distribution.




                                       22




<PAGE>

        (d)    The Eligible Employee or Inactive Participant furnishes evidence
               satisfactory to the Plan Administrator that the proposed rollover
               meets conditions (a), (b), and (c) above.

        A Rollover Contribution shall be allowed in cash only and must be made
according to procedures set up by the Plan Administrator.

        If the Eligible Employee is not an Active Participant when the Rollover
Contribution is made, he shall be deemed to be an Active Participant only for
the purpose of investment and distribution of the Rollover Contribution.
Employer Contributions shall not be made for or allocated to the Eligible
Employee until the time he meets all of the requirements to become an Active
Participant.

        Rollover Contributions made by an Eligible Employee or an Inactive
Participant shall be credited to his Account. The part of the Participant's
Account resulting from Rollover Contributions is fully (100%) vested and
nonforfeitable at all times. A separate accounting record shall be maintained
for that part of his Rollover Contributions consisting of voluntary
contributions which were deducted from the Participant's gross income for
Federal income tax purposes.

SECTION 3.02--FORFEITURES.

        The Nonvested Account of a Participant shall be forfeited as of the
earlier of the following:

        (a)    the date the Participant dies (if prior to such date he had
               ceased to be an Employee), or

        (b)    the Participant's Forfeiture Date.

All or a portion of a Participant's Nonvested Account shall be forfeited before
such earlier date if, after he ceases to be an Employee, he receives, or is
deemed to receive, a distribution of his entire Vested Account or a distribution
of his Vested Account derived from Employer Contributions which were not 100%
vested when made, under the RETIREMENT BENEFITS SECTION of Article V, the VESTED
BENEFITS SECTION of Article V, or the SMALL AMOUNTS SECTION of Article X. The
forfeiture shall occur as of the date the Participant receives, or is deemed to
receive, the distribution. If a Participant receives, or is deemed to receive,
his entire Vested Account, his entire Nonvested Account shall be forfeited. If a
Participant receives a distribution of his Vested Account from Employer
Contributions which were not 100% vested when made, but less than his entire
Vested Account from such Contributions, the amount to be forfeited shall be
determined by multiplying his Nonvested Account from such Contributions by a
fraction. The numerator of the fraction is the amount of the distribution
derived from Employer Contributions which were not 100% vested when made and the
denominator of the fraction is his entire Vested Account derived from such
Contributions on the date of distribution.

        A Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION
of this article.

        Forfeitures shall be determined at least once during each Plan Year.
Forfeitures may first be used to pay administrative expenses. Forfeitures of
Matching Contributions which relate to excess amounts as provided in the EXCESS
AMOUNTS SECTION of this article, which have not been used to pay administrative
expenses, shall be applied to reduce the earliest Employer Contributions made
after the Forfeitures are determined. Any other Forfeitures which have not been
used to pay administrative expenses shall be applied to reduce the earliest
Employer Contributions made after the Forfeitures are determined. Upon their
application to reduce Employer Contributions, Forfeitures shall be deemed to be
Employer Contributions.

        If a Participant again becomes an Eligible Employee after receiving a
distribution which caused all or a portion of his Vested Account to be
forfeited, he shall have the right to repay to the Plan the entire amount of the
distribution he received (excluding any amount of such distribution resulting





                                       23





<PAGE>

from Contributions which were 100% vested when made). The repayment must be made
in a single sum (repayment in installments is not permitted) before the earlier
of the date five years after the date he again becomes an Eligible Employee or
the end of the first period of five consecutive one-year Periods of Severance
which begin after the date of the distribution.

        If the Participant makes the repayment above, the Plan Administrator
shall restore to his Account an amount equal to his Nonvested Account which was
forfeited on the date of distribution, unadjusted for any investment gains or
losses. If no amount is to be repaid because the Participant was deemed to have
received a distribution, or only received a distribution of Contributions which
were 100% vested when made, and he again performs an Hour-of-Service as an
Eligible Employee within the repayment period, the Plan Administrator shall
restore the Participant's Account as if he had made a required repayment on the
date he performed such Hour-of-Service. Restoration of the Participant's Account
shall include restoration of all Code Section 411(d)(6) protected benefits with
respect to that restored Account, according to applicable Treasury regulations.
Provided, however, the Plan Administrator shall not restore the Nonvested
Account if (i) a Forfeiture Date has occurred after the date of the distribution
and on or before the date of repayment and (ii) that Forfeiture Date would
result in a complete forfeiture of the amount the Plan Administrator would
otherwise restore.

        The Plan Administrator shall restore the Participant's Account by the
close of the Plan Year following the Plan Year in which repayment is made.
Permissible sources for the restoration of the Participant's Account are
Forfeitures or special Employer Contributions. Such special Employer
Contributions shall be made without regard to profits. The repaid and restored
amounts are not included in the Participant's Annual Additions, as defined in
the CONTRIBUTION LIMITATION SECTION of this article.

SECTION 3.03--ALLOCATION.

        Elective Deferral Contributions shall be allocated to Participants for
whom such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of
this article. Such Contributions shall be allocated when made and credited to
the Participant's Account.

        Matching Contributions shall be allocated to the persons for whom such
Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article.
Such Contributions shall be allocated when made and credited to the person's
Account.

        Profit Sharing Contributions made with respect to a particular Plan
Year, if any, shall be allocated as of the last day of that Plan Year to each
person who is an Active Participant on the last day of the Plan Year and has at
least 1,000 Hours-of-Service during the latest Accrual Computation Period ending
on or before that date. The amount allocated to each such person for the Plan
Year shall be equal to the Profit Sharing Contribution multiplied by the ratio
of the person's Annual Compensation for the Plan Year to the total Annual
Compensation of all such persons for the Plan Year. This amount shall be
credited to the person's Account.

        Qualified Nonelective Contributions shall be allocated as of the last
day of the Plan Year only to Nonhighly Compensated Employees who are Active
Participants on the last day of the Plan Year and have at least 1,000
Hours-of-Service during the latest Accrual Computation Period ending on or
before that date. Such Contributions shall be allocated first to the eligible
person with the next lowest Annual Compensation for the Plan Year, then to the
eligible person with the next lowest Annual Compensation, and so forth, in each
case subject to the applicable limits of the CONTRIBUTION LIMITATION SECTION of
this article. This amount shall be credited to the person's Account.

        If Leased Employees are Eligible Employees, in determining the amount of
Employer Contributions allocated to a person who is a Leased Employee,
contributions provided by the leasing organization which are attributable to
services such Leased Employee performs for the Employer shall be treated as
provided by the Employer. Those contributions shall not be duplicated under this
Plan.



                                       24



<PAGE>

SECTION 3.04--CONTRIBUTION LIMITATION.

        (a)    Definitions.  For the purpose of determining the contribution
               limitation set forth in this section, the following terms are
               defined.

               Annual Additions means the sum of the following amounts credited
               to a Participant's account for the Limitation Year:

               (1)    Employer Contributions;

               (2)    employee contributions; and

               (3)    forfeitures.

               Annual Additions to a defined contribution plan shall also
               include the following:

               (4)    amounts allocated, after March 31, 1984, to an individual
                      medical account, as defined in Code Section 415(l)(2),
                      which are part of a pension or annuity plan maintained by
                      the Employer,

               (5)    amounts derived from contributions paid or accrued after
                      December 31, 1985, in taxable years ending after such
                      date, which are attributable to post-retirement medical
                      benefits, allocated to the separate account of a key
                      employee, as defined in Code Section 419A(d)(3), under a
                      welfare benefit fund, as defined in Code Section 419(e),
                      maintained by the Employer; and

               (6)    allocations under a simplified employee pension.

               For this purpose, any Excess Amount applied under (e) and (k)
               below in the Limitation Year to reduce Employer Contributions
               shall be considered Annual Additions for such Limitation Year.

               Compensation means wages within the meaning of Code Section
               3401(a) and all other payments of compensation to an Employee by
               the Employer (in the course of the Employer's trade or business)
               for which the Employer is required to furnish the Employee a
               written statement under Code Sections 6041(d), 6051(a)(3), and
               6052. Compensation must be determined without regard to any rules
               under Code Section 3401(a) that limit the remuneration included
               in wages based on the nature or location of the employment or the
               services performed (such as the exception for agricultural labor
               in Code Section 3401(a)(2)). The amount reported in the "Wages,
               Tips and Other Compensation" box on Form W-2 satisfies this
               definition.

               For any Self-employed Individual, Compensation shall mean Earned
               Income.

               For purposes of applying the limitations of this section,
               Compensation for a Limitation Year is the Compensation actually
               paid or made available in gross income during such Limitation
               Year. For Limitation Years beginning after December 31, 1997, for
               purposes of applying the limitations of this section,
               Compensation paid or made available during such Limitation Year
               shall include any elective deferral (as defined in Code Section
               402(g)(3)), and any amount which is contributed or deferred by
               the Employer at the election of the Employee and which is not
               includible in the gross income of the Employee by reason of Code
               Section 125, 132(f)(4), or 457.

               Defined Benefit Plan Fraction means a fraction, the numerator of
               which is the sum of the Participant's Projected Annual Benefits
               under all the defined benefit plans (whether or not terminated)





                                       25


<PAGE>

               maintained by the Employer, and the denominator of which is the
               lesser of (i) 125 percent of the dollar limitation determined for
               the Limitation Year under Code Sections 415(b)(1)(A) and (d) or
               (ii) 140 percent of the Highest Average Compensation, including
               any adjustments under Code Section 415(b)(5).

               Notwithstanding the above, if the Participant was a participant
               as of the first day of the first Limitation Year beginning after
               December 31, 1986, in one or more defined benefit plans
               maintained by the Employer which were in existence on May 6,
               1986, the denominator of this fraction will not be less than 125
               percent of the sum of the annual benefits under such plans which
               the Participant had accrued as of the close of the last
               Limitation Year beginning before January 1, 1987, disregarding
               any changes in the terms and conditions of the plan after May 5,
               1986. The preceding sentence applies only if the defined benefit
               plans individually and in the aggregate satisfied the
               requirements of Code Section 415 for all Limitation Years
               beginning before January 1, 1987.

               Defined Contribution Dollar Limitation means, for Limitation
               Years beginning after December 31, 1994, $30,000, as adjusted
               under Code Section 415(d).

               Defined Contribution Plan Fraction means a fraction, the
               numerator of which is the sum of the Annual Additions to the
               Participant's account under all the defined contribution plans
               (whether or not terminated) maintained by the Employer for the
               current and all prior Limitation Years (including the Annual
               Additions attributable to the Participant's nondeductible
               employee contributions to all defined benefit plans, whether or
               not terminated, maintained by the Employer, and the Annual
               Additions attributable to all welfare benefit funds, individual
               medical accounts, and simplified employee pensions, maintained by
               the Employer), and the denominator of which is the sum of the
               maximum aggregated amounts for the current and all prior
               Limitation Years of service with the Employer (regardless of
               whether a defined contribution plan was maintained by the
               Employer). The maximum aggregate amount in any Limitation Year is
               the lesser of (i) 125 percent of the dollar limitation under Code
               Section 415(c)(1)(A) after adjustment under Code Section 415(d)
               or (ii) 35 percent of the Participant's Compensation for such
               year.

               If the Employee was a participant as of the end of the first day
               of the first Limitation Year beginning after December 31, 1986,
               in one or more defined contribution plans maintained by the
               Employer which were in existence on May 6, 1986, the numerator of
               this fraction will be adjusted if the sum of this fraction and
               the Defined Benefit Fraction would otherwise exceed 1.0 under the
               terms of this Plan. Under the adjustment, an amount equal to the
               product of (i) the excess of the sum of the fractions over 1.0
               times (ii) the denominator of this fraction, will be permanently
               subtracted from the numerator of this fraction. The adjustment is
               calculated using the fractions as they would be computed as of
               the end of the last Limitation Year beginning before January 1,
               1987, and disregarding any changes in the terms and conditions of
               the plan made after May 5, 1986, but using the Code Section 415
               limitation applicable to the first Limitation Year beginning on
               or after January 1, 1987.

               The Annual Addition for any Limitation Year beginning before
               January 1, 1987, shall not be recomputed to treat all employee
               contributions as Annual Additions.

               Employer means the employer that adopts this Plan, and all
               members of a controlled group of corporations (as defined in Code
               Section 414(b) as modified by Code Section 415(h)), all commonly
               controlled trades or businesses (as defined in Code Section
               415(c) as modified by Code Section 415(h)) or affiliated service
               groups (as defined in Code Section 414(m)) of which the adopting
               employer is a part, and any other entity required to be
               aggregated with the employer pursuant to regulations under Code
               Section 414(o).






                                       26


<PAGE>

               Excess Amount means the excess of the Participant's Annual
               Additions for the Limitation Year over the Maximum Permissible
               Amount.

               Highest Average Compensation means the average Compensation for
               the three consecutive Limitation Years while he was an Employee
               (actual consecutive Limitation Years while he was an Employee, if
               employed less than three years) that produces the highest
               average.

               Limitation Year means the consecutive 12-month period ending on
               the last day of each Plan Year, including corresponding
               consecutive 12-month periods before December 31. If the
               Limitation Year is other than the calendar year, execution of
               this Plan (or any amendment to this Plan changing the Limitation
               Year) constitutes the Employer's adoption of a written resolution
               electing the Limitation Year. If the Limitation Year is amended
               to a different consecutive 12-month period, the new Limitation
               Year must begin on a date within the Limitation Year in which the
               amendment is made.

               Maximum Permissible Amount means the maximum Annual Addition that
               may be contributed or allocated to a Participant's Account under
               the Plan for any Limitation Year. This amount shall not exceed
               the lesser of:

               (1)    The Defined Contribution Dollar Limitation, or

               (2)    25 percent of the Participant's Compensation for the
                      Limitation Year.

               The compensation limitation referred to in (2) shall not apply to
               any contribution for medical benefits (within the meaning of Code
               Section 401(h) or 419A(f)(2)) which is otherwise treated as an
               Annual Addition under Code Section 415(l)(1) or 419A(d)(2).

               If a short Limitation Year is created because of an amendment
               changing the Limitation Year to a different consecutive 12-month
               period, the Maximum Permissible Amount will not exceed the
               Defined Contribution Dollar Limitation multiplied by the
               following fraction:

                  Number of months in the short Limitation Year
                  ---------------------------------------------
                                       12

               Projected Annual Benefit means the annual retirement benefit
               (adjusted to an actuarially equivalent straight life annuity if
               such benefit is expressed in a form other than a straight life
               annuity or qualified joint and survivor annuity) to which the
               Participant would be entitled under the terms of the plan
               assuming:

               (1)    the Participant will continue employment until normal
                      retirement age under the plan (or current age, if later),
                      and

               (2)    the Participant's Compensation for the current Limitation
                      Year and all other relevant factors used to determine
                      benefits under the Plan will remain constant for all
                      future Limitation Years.

        (b)    If the Participant does not participate in, and has never
               participated in, another qualified plan maintained by the
               Employer or a welfare benefit fund, as defined in Code Section
               419(e), maintained by the Employer, or an individual medical
               account, as defined in Code Section 415(l)(2), maintained by the
               Employer, or a simplified employee pension, as defined in Code
               Section 408(k), maintained by the Employer, which provides an
               Annual Addition, the amount of Annual Additions which may be
               credited to the Participant's Account for any Limitation Year
               shall not exceed the lesser of the Maximum Permissible Amount or
               any other limitation contained in this Plan. If the Employer






                                       27


<PAGE>

               Contribution that would otherwise be contributed or allocated to
               the Participant's Account would cause the Annual Additions for
               the Limitation Year to exceed the Maximum Permissible Amount, the
               amount contributed or allocated shall be reduced so that the
               Annual Additions for the Limitation Year will equal the Maximum
               Permissible Amount.

        (c)    Prior to determining the Participant's actual Compensation for
               the Limitation Year, the Employer may determine the Maximum
               Permissible Amount for a Participant on the basis of a reasonable
               estimation of the Participant's Compensation for the Limitation
               Year, uniformly determined for all Participants similarly
               situated.

        (d)    As soon as is administratively feasible after the end of the
               Limitation Year, the Maximum Permissible Amount for the
               Limitation Year will be determined on the basis of the
               Participant's actual Compensation for the Limitation Year.

        (e)    If a reasonable error in estimating a Participant's Compensation
               for the Limitation Year, a reasonable error in determining the
               amount of elective deferrals (within the meaning of Code Section
               402(g)(3)) that may be made with respect to any individual under
               the limits of Code Section 415, or under other facts and
               circumstances allowed by the Internal Revenue Service, there is
               an Excess Amount, the excess will be disposed of as follows:

               (1)    Any Elective Deferral Contributions that are not the basis
                      for Matching Contributions (plus attributable earnings),
                      to the extent they would reduce the Excess Amount, will be
                      distributed to the Participant.

               (2)    If after the application of (1) above an Excess Amount
                      still exists, any Elective Deferral Contributions that are
                      the basis for Matching Contributions (plus attributable
                      earnings), to the extent they would reduce the Excess
                      Amount, will be distributed to the Participant.
                      Concurrently with the distribution of such Elective
                      Deferral Contributions, any Matching Contributions which
                      relate to any Elective Deferral Contributions distributed
                      in the preceding sentence, to the extent such application
                      would reduce the Excess Amount, will be applied as
                      provided in (3) or (4) below:

               (3)    If after the application of (2) above an Excess Amount
                      still exists, and the Participant is covered by the Plan
                      at the end of the Limitation Year, the Excess Amount in
                      the Participant's Account will be used to reduce Employer
                      Contributions for such Participant in the next Limitation
                      Year, and each succeeding Limitation Year if necessary.

               (4)    If after the application of (2) above an Excess Amount
                      still exists, and the Participant is not covered by the
                      Plan at the end of the Limitation Year, the Excess Amount
                      will be held unallocated in a suspense account. The
                      suspense account will be applied to reduce future Employer
                      Contributions for all remaining Participants in the next
                      Limitation Year, and each succeeding Limitation Year if
                      necessary.

               (5)    If a suspense account is in existence at any time during a
                      Limitation Year pursuant to this (e), it will participate
                      in the allocation of investment gains or losses. If a
                      suspense account is in existence at any time during a
                      particular Limitation Year, all amounts in the suspense
                      account must be allocated and reallocated to Participant's
                      Accounts before any Employer Contributions may be made to
                      the Plan for that Limitation Year. Excess Amounts held in
                      a suspense account may not be distributed to Participants
                      or former Participants.




                                       28





<PAGE>


        (f)    This (f) applies if, in addition to this Plan, the Participant is
               covered under another qualified defined contribution plan
               maintained by the Employer, a welfare benefit fund maintained by
               the Employer, an individual medical account maintained by the
               Employer, or a simplified employee pension maintained by the
               Employer which provides an Annual Addition during any Limitation
               Year. The Annual Additions which may be credited to a
               Participant's Account under this Plan for any such Limitation
               Year will not exceed the Maximum Permissible Amount, reduced by
               the Annual Additions credited to a Participant's account under
               the other qualified defined contribution plans, welfare benefit
               funds, individual medical accounts, and simplified employee
               pensions for the same Limitation Year. If the Annual Additions
               with respect to the Participant under other qualified defined
               contribution plans, welfare benefit funds, individual medical
               accounts, and simplified employee pensions maintained by the
               Employer are less than the Maximum Permissible Amount, and the
               Employer Contribution that would otherwise be contributed or
               allocated to the Participant's Account under this Plan would
               cause the Annual Additions for the Limitation Year to exceed this
               limitation, the amount contributed or allocated will be reduced
               so that the Annual Additions under all such plans and funds for
               the Limitation Year will equal the Maximum Permissible Amount. If
               the Annual Additions with respect to the Participant under such
               other qualified defined contribution plans, welfare benefit
               funds, individual medical accounts, and simplified employee
               pensions in the aggregate are equal to or greater than the
               Maximum Permissible Amount, no amount will be contributed or
               allocated to the Participant's Account under this Plan for the
               Limitation Year.

        (g)    Prior to determining the Participant's actual Compensation for
               the Limitation Year, the Employer may determine the Maximum
               Permissible Amount for a Participant in the manner described in
               (c) above.

        (h)    As soon as administratively feasible after the end of the
               Limitation Year, the Maximum Permissible Amount for the
               Limitation Year will be determined on the basis of the
               Participant's actual Compensation for the Limitation Year.

        (i)    If pursuant to (h) above or as a result of the allocation of
               forfeitures or as a result of a reasonable error in determining
               the amount of elective deferrals (within the meaning of Code
               Section 402(g)(3)) that may be made with respect to any
               individual under the limits of Code Section 415, a Participant's
               Annual Additions under this Plan and such other plans would
               result in an Excess Amount for a Limitation Year, the Excess
               Amount will be deemed to consist of the Annual Additions last
               allocated, except that Annual Additions attributable to a
               simplified employee pension will be deemed to have been allocated
               first, followed by Annual Additions to a welfare benefit fund or
               individual medical account, regardless of the actual allocation
               date.

        (j)    If an Excess Amount was allocated to a Participant on an
               allocation date of this Plan which coincides with an allocation
               date of another plan, the Excess Amount attributed to this Plan
               will be the product of:

               (1)    the total Excess Amount allocated as of such date, times

               (2)    the ratio of (i) the Annual Addition allocated to the
                      Participant for the Limitation Year as of such date under
                      this Plan to (ii) the total Annual Additions allocated to
                      the Participant for the Limitation Year as of such date
                      under this and all other qualified defined contribution
                      plans.

        (k)    Any Excess Amount attributed to this Plan will be disposed of in
               the manner described in (e) above.

        (l)    If the Employer maintains, or at any time maintained, a qualified
               defined benefit plan covering any Participant in this Plan, the
               sum of the Participant's Defined Benefit Plan Fraction and
               Defined Contribution Plan Fraction will not exceed 1.0 in any
               Limitation Year. The Projected Annual Benefit shall be limited
               first. If the Participant's annual benefit(s) equal his Projected



                                       29



<PAGE>

               Annual Benefit, as limited, then Annual Additions to the defined
               contribution plan(s) shall be limited to the extent needed to
               reduce the sum to 1.0 in the same manner in which the Annual
               Additions are limited to meet the Maximum Permissible Amount.
               This subparagraph shall cease to apply effective as of the first
               Limitation Year beginning on or after January 1, 2000.

SECTION 3.05--EXCESS AMOUNTS.

        (a)    Definitions.  For the purposes of this section, the following
               terms are defined:

               ACP means the average (expressed as a percentage) of the
               Contribution Percentages of the Eligible Participants in a group.

               ADP means the average (expressed as a percentage) of the Deferral
               Percentages of the Eligible Participants in a group.

               Aggregate Limit means the greater of:

               (1)    The sum of:

                      (i)     125 percent of the greater of the ADP of the
                              Nonhighly Compensated Employees for the prior Plan
                              Year or the ACP of the Nonhighly Compensated
                              Employees under the plan subject to Code Section
                              401(m) for the Plan Year beginning with or within
                              the prior Plan Year of the cash or deferred
                              arrangement, and

                      (ii)    the lesser of 200 percent or 2 percent plus the
                              lesser of such ADP or ACP.

               (2)    The sum of:

                      (i)     125 percent of the lesser of the ADP of the
                              Nonhighly Compensated Employees for the prior Plan
                              Year or the ACP of the Nonhighly Compensated
                              Employees under the plan subject to Code Section
                              401(m) for the Plan Year beginning with or within
                              the prior Plan Year of the cash or deferred
                              arrangement, and

                      (ii)    the lesser of 200 percent or 2 percent plus the
                              greater of such ADP or ACP.

               If the Employer has elected to use the current testing method,
               then, in calculating the Aggregate Limit for a particular Plan
               Year, the Nonhighly Compensated Employees' ADP and ACP for that
               Plan Year, instead of the prior Plan Year, is used.

               Contribution Percentage means the ratio (expressed as a
               percentage) of the Eligible Participant's Contribution Percentage
               Amounts to the Eligible Participant's Compensation for the Plan
               Year (whether or not the Eligible Participant was an Eligible
               Participant for the entire Plan Year). For an Eligible
               Participant for whom such Contribution Percentage Amounts for the
               Plan Year are zero, the percentage is zero.

               Contribution Percentage Amounts means the sum of the Participant
               Contributions and Matching Contributions (that are not Qualified
               Matching Contributions taken into account for purposes of the ADP
               Test) made under the Plan on behalf of the Eligible Participant
               for the Plan Year. Such Contribution Percentage Amounts shall not
               include Matching Contributions that are forfeited either to
               correct Excess Aggregate Contributions or because the
               Contributions to which they relate are Excess Elective Deferrals,
               Excess Contributions, or Excess Aggregate Contributions. Under



                                       30


<PAGE>

               such rules as the Secretary of the Treasury shall prescribe, in
               determining the Contribution Percentage the Employer may elect to
               include Qualified Nonelective Contributions under this Plan which
               were not used in computing the Deferral Percentage. The Employer
               may also elect to use Elective Deferral Contributions in
               computing the Contribution Percentage so long as the ADP Test is
               met before the Elective Deferral Contributions are used in the
               ACP Test and continues to be met following the exclusion of those
               Elective Deferral Contributions that are used to meet the ACP
               Test.

               Deferral Percentage means the ratio (expressed as a percentage)
               of Elective Deferral Contributions under this Plan on behalf of
               the Eligible Participant for the Plan Year to the Eligible
               Participant's Compensation for the Plan Year (whether or not the
               Eligible Participant was an Eligible Participant for the entire
               Plan Year). The Elective Deferral Contributions used to determine
               the Deferral Percentage shall include Excess Elective Deferrals
               (other than Excess Elective Deferrals of Nonhighly Compensated
               Employees that arise solely from Elective Deferral Contributions
               made under this Plan or any other plans of the Employer or a
               Controlled Group member), but shall exclude Elective Deferral
               Contributions that are used in computing the Contribution
               Percentage (provided the ADP Test is satisfied both with and
               without exclusion of these Elective Deferral Contributions).
               Under such rules as the Secretary of the Treasury shall
               prescribe, the Employer may elect to include Qualified
               Nonelective Contributions and Qualified Matching Contributions
               under this Plan in computing the Deferral Percentage. For an
               Eligible Participant for whom such contributions on his behalf
               for the Plan Year are zero, the percentage is zero.

               Elective Deferral Contributions means any Employer Contributions
               made to a plan at the election of a participant, in lieu of cash
               compensation, and shall include contributions made pursuant to a
               salary reduction agreement or other deferral mechanism. With
               respect to any taxable year, a participant's Elective Deferral
               Contributions are the sum of all employer contributions made on
               behalf of such participant pursuant to an election to defer under
               any qualified cash or deferred arrangement described in Code
               Section 401(k), any salary reduction simplified employee pension
               plan described in Code Section 408(k)(6), any SIMPLE IRA plan
               described in Code Section 408(p), any eligible deferred
               compensation plan under Code Section 457, any plan described
               under Code Section 501(c)(18), and any employer contributions
               made on behalf of a participant for the purchase of an annuity
               contract under Code Section 403(b) pursuant to a salary reduction
               agreement. Elective Deferral Contributions shall not include any
               deferrals properly distributed as excess annual additions.

               Eligible Participant means, for purposes of determining the
               Deferral Percentage, any Employee who is otherwise entitled to
               make Elective Deferral Contributions under the terms of the Plan
               for the Plan Year. Eligible Participant means, for purposes of
               determining the Contribution Percentage, any Employee who is
               eligible (i) to make a Participant Contribution or an Elective
               Deferral Contribution (if the Employer takes such contributions
               into account in the calculation of the Contribution Percentage),
               or (ii) to receive a Matching Contribution (including
               forfeitures) or a Qualified Matching Contribution. If a
               Participant Contribution is required as a condition of
               participation in the Plan, any Employee who would be a
               Participant in the Plan if such Employee made such a contribution
               shall be treated as an Eligible Participant on behalf of whom no
               Participant Contributions are made.

               Excess Aggregate Contributions means, with respect to any Plan
               Year, the excess of:

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



                                       31



<PAGE>

               (2)    The maximum Contribution Percentage Amounts permitted by
                      the ACP Test (determined by hypothetically reducing
                      contributions made on behalf of Highly Compensated
                      Employees in order of their Contribution Percentages
                      beginning with the highest of such percentages).

               Such determination shall be made after first determining Excess
               Elective Deferrals and then determining Excess Contributions.

               Excess Contributions means, with respect to any Plan Year, the
               excess of:

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

               (2)    The maximum amount of such contributions permitted by the
                      ADP Test (determined by hypothetically reducing
                      contributions made on behalf of Highly Compensated
                      Employees in the order of the Deferral Percentages,
                      beginning with the highest of such percentages).

               Such determination shall be made after first determining Excess
               Elective Deferrals.

               Excess Elective Deferrals means those Elective Deferral
               Contributions that are includible in a Participant's gross income
               under Code Section 402(g) to the extent such Participant's
               Elective Deferral Contributions for a taxable year exceed the
               dollar limitation under such Code section. Excess Elective
               Deferrals shall be treated as Annual Additions, as defined in the
               CONTRIBUTION LIMITATION SECTION of this article, under the Plan,
               unless such amounts are distributed no later than the first April
               15 following the close of the Participant's taxable year.

               Matching Contributions means employer contributions made to this
               or any other defined contribution plan, or to a contract
               described in Code Section 403(b), on behalf of a participant on
               account of a Participant Contribution made by such participant,
               or on account of a participant's Elective Deferral Contributions,
               under a plan maintained by the Employer or a Controlled Group
               member.

               Participant Contributions means contributions made to the plan by
               or on behalf of a participant that are included in the
               participant's gross income in the year in which made and that are
               maintained under a separate account to which the earnings and
               losses are allocated.

               Qualified Matching Contributions means Matching Contributions
               which are subject to the distribution and nonforfeitability
               requirements under Code Section 401(k) when made.

               Contributions means any Employer Contributions (other than
               Matching Contributions and Profit Sharing Contributions ) which
               an employee may not elect to have paid to him in cash instead of
               being contributed to the plan and which are subject to the
               distribution and nonforfeitability requirements under Code
               Section 401(k) when made.

        (b)    Excess Elective  Deferrals. A Participant may assign to this Plan
               any Excess Elective Deferrals made during a taxable year of the
               Participant by notifying the Plan Administrator in writing on or
               before the first following March 1 of the amount of the Excess
               Elective Deferrals to be assigned to the Plan. A Participant is
               deemed to notify the Plan Administrator of any Excess Elective
               Deferrals that arise by taking into account only those Elective
               Deferral Contributions made to this Plan and any other plan of
               the Employer or a Controlled Group member. The Participant's
               claim for Excess Elective Deferrals shall be accompanied by the
               Participant's written statement that if such amounts are not
               distributed, such Excess Elective Deferrals will exceed the limit
               imposed on the Participant by Code Section 402(g) for the year in





                                       32




<PAGE>

               which the deferral occurred. The Excess Elective Deferrals
               assigned to this Plan cannot exceed the Elective Deferral
               Contributions allocated under this Plan for such taxable year.

               Notwithstanding any other provisions of the Plan, Elective
               Deferral Contributions in an amount equal to the Excess Elective
               Deferrals assigned to this Plan, plus any income and minus any
               loss allocable thereto, shall be distributed no later than April
               15 to any Participant to whose Account Excess Elective Deferrals
               were assigned for the preceding year and who claims Excess
               Elective Deferrals for such taxable year.

               The Excess Elective Deferrals shall be adjusted for income or
               loss. The income or loss allocable to such Excess Elective
               Deferrals shall be equal to the income or loss allocable to the
               Participant's Elective Deferral Contributions for the taxable
               year in which the excess occurred multiplied by a fraction. The
               numerator of the fraction is the Excess Elective Deferrals. The
               denominator of the fraction is the closing balance without regard
               to any income or loss occurring during such taxable year (as of
               the end of such taxable year) of the Participant's Account
               resulting from Elective Deferral Contributions.

               Any Matching Contributions which were based on the Elective
               Deferral Contributions which are distributed as Excess Elective
               Deferrals, plus any income and minus any loss allocable thereto,
               shall be forfeited.

        (c)    ADP Test. As of the end of each Plan Year after Excess Elective
               Deferrals have been determined, the Plan must satisfy the ADP
               Test. For Plan Years 1997 and 1999, the Employer has elected to
               use the current year testing method to satisfy the ADP test. For
               all other years the Employer has elected to use the prior year
               testing method to satisfy the ADP Test.

               (1)    Prior Year Testing Method. The ADP for a Plan Year for
                      Eligible Participants who are Highly Compensated Employees
                      for each Plan Year and the prior year's ADP for Eligible
                      Participants who were Nonhighly Compensated Employees for
                      the prior Plan Year must satisfy one of the following
                      tests:

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

                      (ii)    The ADP for a Plan Year for Eligible Participants
                              who are Highly Compensated Employees for the Plan
                              Year:

                              A.     shall not exceed the prior year's ADP for
                                     Eligible Participants who were Nonhighly
                                     Compensated Employees for the prior Plan
                                     Year multiplied by 2, and

                              B.     the difference between such ADPs is not
                                     more than 2.

               (2)    Current Year Testing Method. The ADP for a Plan Year for
                      Eligible Participants who are Highly Compensated Employees
                      for each Plan Year and the ADP for Eligible Participants
                      who are Nonhighly Compensated Employees for the Plan Year
                      must satisfy one of the following tests:

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



                                       33





<PAGE>

                      (ii)    The ADP for a Plan Year for Eligible Participants
                              who are Highly Compensated Employees for the Plan
                              Year:

                              A.     shall not exceed the ADP for Eligible
                                     Participants  who are Nonhighly Compensated
                                     Employees for the Plan Year multiplied by
                                     2, and

                              B.     the difference between such ADP's is not
                                     more than 2.

                      If the Employer has elected to use the current year
                      testing method, that election cannot be changed unless (i)
                      the Plan has been using the current year testing method
                      for the preceding five Plan Years, or if less, the number
                      of Plan Years the Plan has been in existence; or (ii) the
                      Plan otherwise meets one of the conditions specified in
                      Internal Revenue Service Notice 98-1 (or superseding
                      guidance) for changing from the current year testing
                      method.

               A Participant is a Highly Compensated Employee for a particular
               Plan Year if he meets the definition of a Highly Compensated
               Employee in effect for that Plan Year. Similarly, a Participant
               is a Nonhighly Compensated Employee for a particular Plan Year if
               he does not meet the definition of a Highly Compensated Employee
               in effect for that Plan Year.

               The Deferral Percentage for any Eligible Participant who is a
               Highly Compensated Employee for the Plan Year and who is eligible
               to have Elective Deferral Contributions (and Qualified
               Nonelective Contributions or Qualified Matching Contributions, or
               both, if treated as Elective Deferral Contributions for purposes
               of the ADP Test) allocated to his account under two or more
               arrangements described in Code Section 401(k) that are maintained
               by the Employer or a Controlled Group member shall be determined
               as if such Elective Deferral Contributions (and, if applicable,
               such Qualified Nonelective Contributions or Qualified Matching
               Contributions, or both) were made under a single arrangement. If
               a Highly Compensated Employee participates in two or more cash or
               deferred arrangements that have different plan years, all cash or
               deferred arrangements ending with or within the same calendar
               year shall be treated as a single arrangement. The foregoing
               notwithstanding, certain plans shall be treated as separate if
               mandatorily disaggregated under the regulations of Code Section
               401(k). If the Employer elects to apply Code Section 410(b)(4)(B)
               to satisfy the requirements of Code Section 410(b), the Employer
               may elect to do a single ADP Test for the mandatorily
               disaggregated plans for Plan Years beginning after December 31,
               1998 in accordance with Code Section 401(k) and the regulations
               thereunder.

               In the event this Plan satisfies the requirements of Code Section
               401(k), 401(a)(4), or 410(b) only if aggregated with one or more
               other plans, or if one or more other plans satisfy the
               requirements of such Code sections only if aggregated with this
               Plan, then this section shall be applied by determining the
               Deferral Percentage of Employees as if all such plans were a
               single plan. Any adjustments to the Nonhighly Compensated
               Employee ADP for the prior year shall be made in accordance with
               Internal Revenue Service Notice 98-1 (or superseding guidance),
               unless the Employer has elected to use the current year testing
               method. Plans may be aggregated in order to satisfy Code Section
               401(k) only if they have the same plan year and use the same
               testing method for the ADP Test.

               For purposes of the ADP Test, Elective Deferral Contributions,
               Qualified Nonelective Contributions, and Qualified Matching
               Contributions must be made before the end of the 12-month period
               immediately following the Plan Year to which the contributions
               relate.

               The Employer shall maintain records sufficient to demonstrate
               satisfaction of the ADP Test and the amount of Qualified
               Nonelective Contributions or Qualified Matching Contributions, or
               both, used in such test.





                                       34



<PAGE>

               If the Plan Administrator should determine during the Plan Year
               that the ADP Test is not being met, the Plan Administrator may
               limit the amount of future Elective Deferral Contributions of the
               Highly Compensated Employees.

               Notwithstanding any other provisions of this Plan, Excess
               Contributions, plus any income and minus any loss allocable
               thereto, shall be distributed no later than the last day of each
               Plan Year to Participants to whose Accounts such Excess
               Contributions were allocated for the preceding Plan Year. Excess
               Contributions are allocated to the Highly Compensated Employees
               with the largest amounts of employer contributions taken into
               account in calculating the ADP Test for the year in which the
               excess arose, beginning with the Highly Compensated Employee with
               the largest amount of such employer contributions and continuing
               in descending order until all of the Excess Contributions have
               been allocated. For purposes of the preceding sentence, the
               "largest amount" is determined after distribution of any Excess
               Contributions. If such excess amounts are distributed more than
               2 1/2 months after the last day of the Plan Year in which such
               excess amounts arose, a 10 percent excise tax shall be imposed on
               the employer maintaining the plan with respect to such amounts.

               Excess Contributions shall be treated as Annual Additions, as
               defined in the CONTRIBUTION LIMITATION SECTION of this article.

               The Excess Contributions shall be adjusted for income or loss.
               The income or loss allocable to such Excess Contributions
               allocated to each Participant shall be equal to the income or
               loss allocable to the Participant's Elective Deferral
               Contributions (and, if applicable, Qualified Nonelective
               Contributions or Qualified Matching Contributions, or both) for
               the Plan Year in which the excess occurred multiplied by a
               fraction. The numerator of the fraction is the Excess
               Contributions. The denominator of the fraction is the closing
               balance without regard to any income or loss occurring during
               such Plan Year (as of the end of such Plan Year) of the
               Participant's Account resulting from Elective Deferral
               Contributions (and Qualified Nonelective Contributions or
               Qualified Matching Contributions, or both, if such contributions
               are included in the ADP Test).

               Excess Contributions allocated to a Participant shall be
               distributed from the Participant's Account resulting from
               Elective Deferral Contributions. If such Excess Contributions
               exceed the balance in the Participant's Account resulting from
               Elective Deferral Contributions, the balance shall be distributed
               from the Participant's Account resulting from Qualified Matching
               Contributions (if applicable) and Qualified Nonelective
               Contributions, respectively.

               Any Matching Contributions which were based on the Elective
               Deferral Contributions which are distributed as Excess
               Contributions, plus any income and minus any loss allocable
               thereto, shall be forfeited.

        (d)    ACP Test. As of the end of each Plan Year, the Plan must satisfy
               the ACP Test. For Plan years 1997 and 1999, the Employer has
               elected to use the current year testing method to satisfy the ACP
               Test. For all other years, the Employer has elected to use the
               prior year testing method to satisfy the ACP Test.

               (1)    Prior Year Testing Method. The ACP for a Plan Year for
                      Eligible Participants who are Highly Compensated Employees
                      for each Plan Year and the prior year's ACP for Eligible
                      Participants who were Nonhighly Compensated Employees for
                      the prior Plan Year must satisfy one of the following
                      tests:

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






                                       35




<PAGE>

                      (ii)    The ACP for a Plan Year for Eligible Participants
                              who are Highly Compensated Employees for the Plan
                              Year:

                              A.     shall not exceed the prior year's ACP for
                                     Eligible Participants who were Nonhighly
                                     Compensated Employees for the prior Plan
                                     Year multiplied by 2, and

                              B.     the difference between such ACPs is not
                                     more than 2.

               (2)    Current Year Testing Method. The ACP for a Plan Year for
                      Eligible Participants who are Highly Compensated Employees
                      for each Plan Year and the ACP for Eligible Participants
                      who are Nonhighly Compensated Employees for the Plan Year
                      must satisfy one of the following tests:

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

                      (ii)    The ACP for a Plan Year for Eligible Participants
                              who are Highly Compensated Employees for the Plan
                              Year:

                              A.     shall not exceed the ACP for Eligible
                                     Participants who are Nonhighly Compensated
                                     Employees for the Plan Year multiplied by
                                     2, and

                              B.     the difference between such ACPs is not
                                     more than 2.

                      If the Employer has elected to use the current year
                      testing method, that election cannot be changed unless (i)
                      the Plan has been using the current year testing method
                      for the preceding five Plan Years, or if less, the number
                      of Plan Years the Plan has been in existence; or (ii) the
                      Plan otherwise meets one of the conditions specified in
                      Internal Revenue Service Notice 98-1 (or superseding
                      guidance) for changing from the current year testing
                      method.

               A Participant is a Highly Compensated Employee for a particular
               Plan Year if he meets the definition of a Highly Compensated
               Employee in effect for that Plan Year. Similarly, a Participant
               is a Nonhighly Compensated Employee for a particular Plan Year if
               he does not meet the definition of a Highly Compensated Employee
               in effect for that Plan Year.

        (e)    Multiple Use. If one or more Highly  Compensated  Employees
               participate in both a cash or deferred arrangement and a plan
               subject to the ACP Test maintained by the Employer or a
               Controlled Group member, and the sum of the ADP and ACP of those
               Highly Compensated Employees subject to either or both tests
               exceeds the Aggregate Limit, then the Contribution Percentage of
               those Highly Compensated Employees who also participate in a cash
               or deferred arrangement will be reduced in the manner described
               below for allocating Excess Aggregate Contributions so that the
               limit is not exceeded. The amount by which each Highly
               Compensated Employee's Contribution Percentage is reduced shall
               be treated as an Excess Aggregate Contribution. The ADP and ACP
               of the Highly Compensated Employees are determined after any
               corrections required to meet the ADP Test and ACP Test and are
               deemed to be the maximum permitted under such tests for the Plan
               Year. Multiple use does not occur if either the ADP or ACP of the
               Highly Compensated Employees does not exceed 1.25 multiplied by
               the ADP and ACP, respectively, of the Nonhighly Compensated
               Employees.




                                       36




<PAGE>

               The Contribution Percentage for any Eligible Participant who is a
               Highly Compensated Employee for the Plan Year and who is eligible
               to have Contribution Percentage Amounts allocated to his account
               under two or more plans described in Code Section 401(a) or
               arrangements described in Code Section 401(k) that are maintained
               by the Employer or a Controlled Group member shall be determined
               as if the total of such Contribution Percentage Amounts was made
               under each plan. If a Highly Compensated Employee participates in
               two or more cash or deferred arrangements that have different
               plan years, all cash or deferred arrangements ending with or
               within the same calendar year shall be treated as a single
               arrangement. The foregoing notwithstanding, certain plans shall
               be treated as separate if mandatorily disaggregated under the
               regulations of Code Section 401(m). If the Employer elects to
               apply Code Section 410(b)(4)(B) to satisfy the requirements of
               Code Section 410(b), the Employer may elect to do a single ACP
               Test for the mandatorily disaggregated plans for Plan Years
               beginning after December 31, 1998 in accordance with Code Section
               401(m) and the regulations thereunder.

               In the event this Plan satisfies the requirements of Code Section
               401(m), 401(a)(4), or 410(b) only if aggregated with one or more
               other plans, or if one or more other plans satisfy the
               requirements of such Code sections only if aggregated with this
               Plan, then this section shall be applied by determining the
               Contribution Percentage of Employees as if all such plans were a
               single plan. Any adjustments to the Nonhighly Compensated
               Employee ACP for the prior year shall be made in accordance with
               Internal Revenue Service Notice 98-1 (or superseding guidance),
               unless the Employer has elected to use the current year testing
               method. Plans may be aggregated in order to satisfy Code Section
               401(m) only if they have the same plan year and use the same
               testing method for the ACP Test.

               For purposes of the ACP Test, Participant Contributions are
               considered to have been made in the Plan Year in which
               contributed to the Plan. Matching Contributions and Qualified
               Nonelective Contributions will be considered to have been made
               for a Plan Year if made no later than the end of the 12-month
               period beginning on the day after the close of the Plan Year.

               The Employer shall maintain records sufficient to demonstrate
               satisfaction of the ACP Test and the amount of Qualified
               Nonelective Contributions or Qualified Matching Contributions, or
               both, used in such test.

               Notwithstanding any other provisions of this Plan, Excess
               Aggregate Contributions, plus any income and minus any loss
               allocable thereto, shall be forfeited, if not vested, or
               distributed, if vested, no later than the last day of each Plan
               Year to Participants to whose Accounts such Excess Aggregate
               Contributions were allocated for the preceding Plan Year. Excess
               Aggregate Contributions are allocated to the Highly Compensated
               Employees with the largest Contribution Percentage Amounts taken
               into account in calculating the ACP Test for the year in which
               the excess arose, beginning with the Highly Compensated Employee
               with the largest amount of such Contribution Percentage Amounts
               and continuing in descending order until all of the Excess
               Aggregate Contributions have been allocated. For purposes of the
               preceding sentence, the "largest amount" is determined after
               distribution of any Excess Aggregate Contributions. If such
               Excess Aggregate Contributions are distributed more than 2 1/2
               months after the last day of the Plan Year in which such excess
               amounts arose, a 10 percent excise tax shall be imposed on the
               employer maintaining the plan with respect to such amounts.

               Excess Aggregate Contributions shall be treated as Annual
               Additions, as defined in the CONTRIBUTION LIMITATION SECTION of
               this article.

               The Excess Aggregate Contributions shall be adjusted for income
               or loss. The income or loss allocable to such Excess Aggregate
               Contributions allocated to each Participant shall be equal to the
               income or loss allocable to the Participant's Contribution
               Percentage Amounts for the Plan Year in which the excess occurred
               multiplied by a fraction. The numerator of the fraction is the




                                       37



<PAGE>

               Excess Aggregate Contributions. The denominator of the fraction
               is the closing balance without regard to any income or loss
               occurring during such Plan Year (as of the end of such Plan Year)
               of the Participant's Account resulting from Contribution
               Percentage Amounts.

               Excess Aggregate Contributions allocated to a Participant shall
               be distributed from the Participant's Account resulting from
               Participant Contributions that are not required as a condition of
               employment or participation or for obtaining additional benefits
               from Employer Contributions. If such Excess Aggregate
               Contributions exceed the balance in the Participant's Account
               resulting from such Participant's Contributions, the balance
               shall be forfeited, if not vested, or distributed, if vested, on
               a pro-rata basis from the Participant's Account resulting from
               Contribution Percentage Amounts.






                                       38






<PAGE>



                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT AND TIMING OF CONTRIBUTIONS.

        The handling of Contributions is governed by the provisions of the Trust
Agreement, the Annuity Contract, and any other funding arrangement in which the
Plan Fund is or may be held or invested. To the extent permitted by the Trust
Agreement, Annuity Contract, or other funding arrangement, the parties named
below shall direct the Contributions to the guaranteed benefit policy portion of
the Annuity Contract, any of the investment options available under the Annuity
Contract, or any of the investment vehicles available under the Trust Agreement
and may request the transfer of amounts resulting from those Contributions
between such investment options and investment vehicles or the transfer of
amounts between the guaranteed benefit policy portion of the Annuity Contract
and such investment options and investment vehicles. A Participant may not
direct the Trustee or Insurer to invest the Participant's Account in
collectibles. Collectibles mean any work of art, rug or antique, metal or gem,
stamp or coin, alcoholic beverage, or other tangible personal property specified
by the Secretary of the Treasury. However, for tax years beginning after
December 31, 1997, certain coins and bullion as provided in Code Section
408(m)(3) shall not be considered collectibles. To the extent that a Participant
who has investment direction fails to give timely direction, the Primary
Employer shall direct the investment of his Account. If the Primary Employer has
investment direction, such Account shall be invested ratably in the guaranteed
benefit policy portion of the Annuity Contract, the investment options available
under the Annuity Contract, or the investment vehicles available under the Trust
Agreement in the same manner as the Accounts of all other Participants who do
not direct their investments. The Primary Employer shall have investment
direction for amounts which have not been allocated to Participants. To the
extent an investment is no longer available, the Primary Employer may require
that amounts currently held in such investment be reinvested in other
investments.

        At least annually, the Named Fiduciary shall review all pertinent
Employee information and Plan data in order to establish the funding policy of
the Plan and to determine appropriate methods of carrying out the Plan's
objectives. The Named Fiduciary shall inform the Trustee and any Investment
Manager of the Plan's short-term and long-term financial needs so the investment
policy can be coordinated with the Plan's financial requirements.

        (a)    Employer Contributions other than Elective Deferral
               Contributions: The investment of some portion of such Employer
               Contributions and transfer of amounts resulting from those
               Contributions shall be directed by the Participant, and some
               portion shall be directed by the Trustee, as determined by the
               Employer.

        (b)    Elective Deferral Contributions: The Participant shall direct the
               investment of Elective Deferral Contributions and transfer of
               amounts resulting from those Contributions.

        (c)    Rollover Contributions: The Participant shall direct the
               investment of Rollover Contributions and transfer of amounts
               resulting from those Contributions.

        However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and amounts which are not subject to
Participant direction.

        All Contributions are forwarded by the Employer to the Trustee to be
deposited in the Trust Fund or to the Insurer to be deposited under the Annuity
Contract, as applicable.



                                       39


<PAGE>


SECTION 4.02--INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.

        All or some portion of the Participant's Account may be invested in
Qualifying Employer Securities. In the absence of an election to invest in
Qualifying Employer Securities, Participants shall be deemed to have elected to
have the portion of their Accounts that is subject to Participant-direction
invested wholly in other investment options of the Investment Fund. Once an
election is made, it shall be considered to continue until a new election is
made.

        For purposes of determining the annual valuation of the Plan, and for
reporting to Participants and regulatory authorities, the assets of the Plan
shall be valued at least annually on the Valuation Date which corresponds to the
last day of the Plan Year. The fair market value of Qualifying Employer
Securities shall be determined on such Valuation Date. The prices of Qualifying
Employer Securities as of the date of the transaction shall apply for purposes
of valuing distributions and other transactions of the Plan to the extent such
value is representative of the fair market value of such securities in the
opinion of the Plan Administrator. The value of a Participant's Account held in
the Qualifying Employer Securities Fund may be expressed in units.

        If the Qualifying Employer Securities are not publicly traded, or if an
extremely thin market exists for such securities so that reasonable valuation
may not be obtained from the market place, then such securities must be valued
at least annually by an independent appraiser who is not associated with the
Employer, the Plan Administrator, the Trustee, or any person related to any
fiduciary under the Plan. The independent appraiser may be associated with a
person who is merely a contract administrator with respect to the Plan, but who
exercises no discretionary authority and is not a plan fiduciary.

        If there is a public market for Qualifying Employer Securities of the
type held by the Plan, then the Plan Administrator may use as the value of the
securities the price at which such securities trade in such market. If the
Qualifying Employer Securities do not trade on the relevant date, or if the
market is very thin on such date, then the Plan Administrator may use for the
valuation the next preceding trading day on which the trading prices are
representative of the fair market value of such securities in the opinion of the
Plan Administrator.

        Cash dividends payable on the Qualifying Employer Securities shall be
reinvested in additional shares of such securities. In the event of any cash or
stock dividend or any stock split, such dividend or split shall be credited to
the Accounts based on the number of shares of Qualifying Employer Securities
credited to each Account as of the payable date of such dividend or split.

        All purchases of Qualifying Employer Securities shall be made at a
price, or prices, which, in the judgement of the Plan Administrator, do not
exceed the fair market value of such securities.

        In the event that the Trustee acquires Qualifying Employer Securities by
purchase from a "disqualified person" as defined in Code Section 4975(e)(2) or
from a "party-in-interest" as defined in ERISA Section 3(14), the terms of such
purchase shall contain the provision that in the event there is a final
determination by the Internal Revenue Service, the Department of Labor, or court
of competent jurisdiction that the fair market value of such securities as of
the date of purchase was less than the purchase price paid by the Trustee, then
the seller shall pay or transfer, as the case may be, to the Trustee an amount
of cash or shares of Qualifying Employer Securities equal in value to the
difference between the purchase price and such fair market value for all such
shares. In the event that cash or shares of Qualifying Employer Securities are
paid or transferred to the Trustee under this provision, such securities shall
be valued at their fair market value as of the date of such purchase, and
interest at a reasonable rate from the date of purchase to the date of payment
or transfer shall be paid by the seller on the amount of cash paid.

        The Plan Administrator may direct the Trustee to sell, resell, or
otherwise dispose of Qualifying Employer Securities to any person, including the
Employer, provided that any such sales to any disqualified person or
party-in-interest, including the Employer, will be made at not less than the
fair market value and no commission will be charged. Any such sale shall be made
in conformance with ERISA Section 408(e).






                                       40






<PAGE>

        The Employer is responsible for compliance with any applicable Federal
or state securities law with respect to all aspects of the Plan. If the
Qualifying Employer Securities or interest in this Plan are required to be
registered in order to permit investment in the Qualifying Employer Securities
Fund as provided in this section, then such investment will not be effective
until the later of the effective date of the Plan or the date such registration
or qualification is effective. The Employer, at its own expense, will take or
cause to be taken any and all such actions as may be necessary or appropriate to
effect such registration or qualification. Further, if the Trustee is directed
to dispose of any Qualifying Employer Securities held under the Plan under
circumstances which require registration or qualification of the securities
under applicable Federal or state securities laws, then the Employer will, at
its own expense, take or cause to be taken any and all such action as may be
necessary or appropriate to effect such registration or qualification. The
Employer is responsible for all compliance requirements under Section 16 of the
Securities Act.







                                       41





<PAGE>


                                    ARTICLE V

                                    BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

        On a Participant's Retirement Date, his Vested Account shall be
distributed to him according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X.

SECTION 5.02--DEATH BENEFITS.

        If a Participant dies before his Annuity Starting Date, his Vested
Account shall be distributed according to the distribution of benefits
provisions of Article VI and the provisions of the SMALL AMOUNTS SECTION of
Article X.

SECTION 5.03--VESTED BENEFITS.

        If an Inactive Participant's Vested Account is not payable under the
SMALL AMOUNTS SECTION of Article X, he may elect, but is not required, to
receive a distribution of his Vested Account after he ceases to be an Employee.
A distribution under this paragraph shall be a retirement benefit and shall be
distributed to the Participant according to the distribution of benefits
provisions of Article VI.

        A Participant may not elect to receive a distribution under the
provisions of this section after he again becomes an Employee until he
subsequently ceases to be an Employee and meets the requirements of this
section.

        If an Inactive Participant does not receive an earlier distribution,
upon his Retirement Date or death, his Vested Account shall be distributed
according to the provisions of the RETIREMENT BENEFITS SECTION or the DEATH
BENEFITS SECTION of Article V.

        The Nonvested Account of an Inactive Participant who has ceased to be an
Employee shall remain a part of his Account until it becomes a Forfeiture.
However, if he again becomes an Employee so that his Vesting Percentage can
increase, the Nonvested Account may become a part of his Vested Account.

SECTION 5.04--WHEN BENEFITS START.

        (a)    Unless otherwise elected, benefits shall begin before the 60th
               day following the close of the Plan Year in which the latest date
               below occurs:

               (1)    The date the Participant attains age 65 (or Normal
                      Retirement Age, if earlier).

               (2)    The 10th anniversary of the Participant's Entry Date.

               (3)    The date the Participant ceases to be an Employee.

               Notwithstanding the foregoing, the failure of a Participant to
               consent to a distribution while a benefit is immediately
               distributable, within the meaning of the ELECTION PROCEDURES
               SECTION of Article VI, shall be deemed to be an election to defer
               the start of benefits sufficient to satisfy this section.



                                       42


<PAGE>

               The Participant may elect to have his benefits begin after the
               latest date for beginning benefits described above, subject to
               the following provisions of this section. The Participant shall
               make the election in writing. Such election must be made before
               his Normal Retirement Date or the date he ceases to be an
               Employee, if later. The election must describe the form of
               distribution and the date benefits will begin. The Participant
               shall not elect a date for beginning benefits or a form of
               distribution that would result in a benefit payable when he dies
               which would be more than incidental within the meaning of
               governmental regulations.

               Benefits shall begin on an earlier date if otherwise provided in
               the Plan. For example, the Participant's Retirement Date or
               Required Beginning Date, as defined in the DEFINITIONS SECTION of
               Article VII.

        (b)    The Participant's Vested Account which results from Elective
               Deferral Contributions and Qualified Nonelective Contributions
               may not be distributed to a Participant or to his Beneficiary (or
               Beneficiaries) in accordance with the Participant's or
               Beneficiary's (or Beneficiaries') election, earlier than
               separation from service, death, or disability. Such amount may
               also be distributed upon:

               (1)    Termination of the Plan, as permitted in Article VIII.

               (2)    The attainment of age 59 1/2 as permitted in the
                      WITHDRAWAL BENEFITS SECTION of this article.

               (3)    The hardship of the Participant as permitted in the
                      WITHDRAWAL BENEFITS SECTION of this article.

               All distributions that may be made pursuant to one or more of the
               foregoing distributable events will be a retirement benefit and
               shall be distributed to the Participant according to the
               distribution of benefit provisions of Article VI. In addition,
               distributions that are triggered by (1) above must be made in a
               lump sum. A lump sum shall include a distribution of an annuity
               contract.

SECTION 5.05--WITHDRAWAL BENEFITS.

        A Participant who has attained age 59 1/2 may withdraw any part of his
Vested Account which results from the following Contributions:

        Elective Deferral Contributions
        Matching Contributions
        Profit Sharing Contributions
        Qualified Nonelective Contributions
        Rollover Contributions

A Participant may make only two such withdrawals in any 12-month period.
        A Participant may withdraw any part of his Vested Account which results
from the following Contributions

        Elective Deferral Contributions

in the event of hardship due to an immediate and heavy financial need.
Withdrawals from the Participant's Account resulting from Elective Deferral
Contributions shall be limited to the amount of the Participant's Elective
Deferral Contributions plus income allocable thereto credited to his Account as
of December 31, 1988. Immediate and heavy financial need shall be limited to:
(i) expenses incurred or necessary for medical care, described in Code Section
213(d), of the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase (excluding mortgage





                                       43





<PAGE>

payments) of a principal residence for the Participant; (iii) payment of
tuition, related educational fees, and room and board expenses, for the next 12
months of post-secondary education for the Participant, his spouse, children, or
dependents; (iv) the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of the Participant's
principal residence; or (v) any other distribution which is deemed by the
Commissioner of Internal Revenue to be made on account of immediate and heavy
financial need as provided in Treasury regulations.

        No withdrawal shall be allowed which is not necessary to satisfy such
immediate and heavy financial need. Such withdrawal shall be deemed necessary
only if all of the following requirements are met: (i) the distribution is not
in excess of the amount of the immediate and heavy financial need (including
amounts necessary to pay any Federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution); (ii) the Participant
has obtained all distributions, other than hardship distributions, and all
nontaxable loans currently available under all plans maintained by the Employer;
(iii) the Plan, and all other plans maintained by the Employer, provide that the
Participant's elective contributions and participant contributions will be
suspended for at least 12 months after receipt of the hardship distribution; and
(iv) the Plan, and all other plans maintained by the Employer, provide that the
Participant may not make elective contributions for the Participant's taxable
year immediately following the taxable year of the hardship distribution in
excess of the applicable limit under Code Section 402(g) for such next taxable
year less the amount of such Participant's elective contributions for the
taxable year of the hardship distribution. The Plan will suspend elective
contributions and participant contributions for 12 months and limit elective
deferrals as provided in the preceding sentence. A Participant shall not cease
to be an Eligible Participant, as defined in the EXCESS AMOUNTS SECTION of
Article III, merely because his elective contributions or participant
contributions are suspended.

        A request for withdrawal shall be made in such manner and in accordance
with such rules as the Employer will prescribe for this purpose (including by
means of voice response or other electronic means under circumstances the
Employer permits). Withdrawals shall be a retirement benefit and shall be
distributed to the Participant according to the distribution of benefits
provisions of Article VI. A forfeiture shall not occur solely as a result of a
withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS.

        Loans shall be made available to all Participants on a reasonably
equivalent basis. For purposes of this section, and unless otherwise specified,
Participant means any Participant or Beneficiary who is a party-in-interest as
defined in ERISA. Loans shall not be made to Highly Compensated Employees in an
amount greater than the amount made available to other Participants.

        No loans will be made to any shareholder-employee or Owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5 percent of the
outstanding stock of the corporation.

        A loan to a Participant shall be a Participant-directed investment of
his Account. The portion of the Participant's Account that is Trustee-directed
may not be redeemed for purposes of a loan. The loan is a Trust Fund investment
but no Account other than the borrowing Participant's Account shall share in the
interest paid on the loan or bear any expense or loss incurred because of the
loan.

        The number of outstanding loans shall be limited to one. No more than
one loan shall be approved for any Participant in any 12-month period. The
minimum amount of any loan shall be $1,000.

        Loans must be adequately secured and bear a reasonable rate of interest.





                                       44





<PAGE>

        The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant.

        The foregoing notwithstanding, the amount of such loan shall not exceed
50 percent of the amount of the Participant's Vested Account. For purposes of
this maximum, a Participant's Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B). No
collateral other than a portion of the Participant's Vested Account (as limited
above) shall be accepted. The Loan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

        Each loan shall bear a reasonable fixed rate of interest to be
determined by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
Participants in the matter of interest rates; but loans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.

        The loan shall by its terms require that repayment (principal and
interest) be amortized in level payments, not less frequently than quarterly,
over a period not extending beyond five years from the date of the loan. The
period of repayment for any loan shall be arrived at by mutual agreement between
the Loan Administrator and the Participant.

        The Participant shall make an application for a loan in such manner and
in accordance with such rules as the Employer shall prescribe for this purpose
(including by means of voice response or other electronic means under
circumstances the Employer permits). The application must specify the amount and
duration requested.

        Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will be
able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and credit history of the Participant to determine whether a
loan should be approved.

        Each loan shall be fully documented in the form of a promissory note
signed by the Participant for the face amount of the loan, together with
interest determined as specified above.

        There will be an assignment of collateral to the Plan executed at the
time the loan is made.

        In those cases where repayment through payroll deduction is available,
installments are so payable, and a payroll deduction agreement shall be executed
by the Participant at the time the loan is made. Loan repayments that are
accumulated through payroll deduction shall be paid to the Trustee by the
earlier of (i) the date the loan repayments can reasonably be segregated from
the Employer's assets, or (ii) the 15th business day of the month following the
month in which such amounts would otherwise have been paid in cash to the
Participant.

        Where payroll deduction is not available, payments in cash are to be
timely made. Any payment that is not by payroll deduction shall be made payable
to the Employer or the Trustee, as specified in the promissory note, and
delivered to the Loan Administrator, including prepayments, service fees and
penalties, if any, and other amounts due under the note. The Loan Administrator
shall deposit such amounts into the Plan as soon as administratively practicable
after they are received, but in no event later than the 15th business day of the
month after they are received.




                                       45





<PAGE>

        The promissory note may provide for reasonable late payment penalties
and service fees. Any penalties or service fees shall be applied to all
Participants in a nondiscriminatory manner. If the promissory note so provides,
such amounts may be assessed and collected from the Account of the Participant
as part of the loan balance.

        Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.

        The Plan shall suspend loan payments for a period not exceeding one year
during which an approved unpaid leave of absence occurs other than a military
leave of absence. The Loan Administrator shall provide the Participant a written
explanation of the effect of the suspension of payments upon his loan.

        If a Participant separates from service (or takes a leave of absence)
from the Employer because of service in the military and does not receive a
distribution of his Vested Account, the Plan shall suspend loan payments until
the Participant's completion of military service or until the Participant's
fifth anniversary of commencement of military service, if earlier, as permitted
under Code Section 414(u). The Loan Administrator shall provide the Participant
a written explanation of the effect of his military service upon his loan.

        If any payment of principal and interest, or any portion thereof,
remains unpaid for more than 90 days after due, the loan shall be in default.
For purposes of Code Section 72(p), the Participant shall then be treated as
having received a deemed distribution regardless of whether or not a
distributable event has occurred.

        Upon default, the Plan has the right to pursue any remedy available by
law to satisfy the amount due, along with accrued interest, including the right
to enforce its claim against the security pledged and execute upon the
collateral as allowed by law. The entire principal balance whether or not
otherwise then due, along with accrued interest, shall become immediately due
and payable without demand or notice, and subject to collection or satisfaction
by any lawful means, including specifically, but not limited to, the right to
enforce the claim against the security pledged and to execute upon the
collateral as allowed by law.

        In the event of default, foreclosure on the note and attachment of
security or use of amounts pledged to satisfy the amount then due shall not
occur until a distributable event occurs in accordance with the Plan, and shall
not occur to an extent greater than the amount then available upon any
distributable event which has occurred under the Plan.

        All reasonable costs and expenses, including but not limited to
attorney's fees, incurred by the Plan in connection with any default or in any
proceeding to enforce any provision of a promissory note or instrument by which
a promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

        If payroll deduction is being utilized, in the event that a
Participant's available payroll deduction amounts in any given month are
insufficient to satisfy the total amount due, there will be an increase in the
amount taken subsequently, sufficient to make up the amount that is then due. If
any amount remains past due more than 90 days, the entire principal amount,
whether or not otherwise then due, along with interest then accrued and any
other amount then due under the promissory note, shall become due and payable,
as above.

        If no distributable event has occurred under the Plan at the time that
the Participant's Vested Account would otherwise be used under this provision to
pay any amount due under the outstanding loan, this will not occur until the
time, or in excess of the extent to which, a distributable event occurs under
the Plan. An outstanding loan will become due and payable in full 60 days after
a Participant ceases to be an Employee and a party-in-interest as defined in
ERISA or after complete termination of the Plan.





                                       46






<PAGE>


                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

        Unless an optional form of benefit is selected pursuant to a qualified
election within the election period (see the ELECTION PROCEDURES SECTION of this
article), the automatic form of benefit payable to or on behalf of a Participant
is determined as follows:

        (a)    Retirement Benefits. Except as otherwise provided in this Section
               6.01, the automatic form of retirement benefit for a Participant
               who does not die before his Annuity Starting Date shall be a
               single sum payment.

               The Plan has been amended to eliminate annuities as an optional
               form of distribution. With respect to any distribution of a
               retirement benefit to a Participant who does not die before his
               Annuity Starting Date and whose Annuity Starting Date is earlier
               than 90 days after the Participant's SMM Date, the automatic form
               of retirement benefit shall be a Qualified Joint and Survivor
               Annuity (as defined in the Prior Plan) if the Participant has a
               spouse and shall be a single life annuity with installment refund
               if the Participant does not have a spouse, each in accordance
               with and determined pursuant to Section 6.01(a) of the Prior
               Plan.

        (b)    Death Benefits. Except as otherwise provided in this Section
               6.01, the automatic form of death benefit for a Participant who
               dies before his Annuity Starting Date shall be a single-sum
               payment to the Participant's Beneficiary.

               With respect to any distribution of a death benefit to a
               Participant who dies before his Annuity Starting Date and whose
               Annuity Starting Date is earlier than 90 days after the
               Participant's SMM Date, the automatic form of death benefit shall
               be a Qualified Preretirement Survivor Annuity (as defined in the
               Prior Plan) or a single-sum payment, in accordance with and
               determined pursuant to Section 6.01(b) of the Prior Plan.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION.

        (a)    Retirement Benefits. Except as otherwise provided in this Section
               6.02, the only form of retirement benefit for that portion of a
               Participant's Account which is not held in the Qualifying
               Employer Securities Fund is a single sum payment. Except as
               otherwise provided in this Section 6.02, the optional forms of
               retirement benefit for that portion of a Participant's Account
               which is held in the Qualifying Employer Securities Fund is a
               distribution in kind.

               With respect to any distribution of a retirement benefit to a
               Participant whose Annuity Starting Date is earlier than 90 days
               after the Participant's SMM Date, the optional forms of
               retirement benefit shall be the following, each in accordance
               with and as described in Section 6.02(a) of the Prior Plan: (i) a
               straight life annuity; (ii) single life annuities with certain
               periods; (iii) a single life annuity with installment refund;
               (iv) survivorship life annuities with installment refund; (v)
               fixed period annuities; and (vi) a full flexibility option.

               Election of an optional form is subject to the qualified election
               provisions of the ELECTION PROCEDURES SECTION of this article and
               the distribution requirements of Article VII.




                                       47



<PAGE>

        (b)    Death Benefits. Except as otherwise provided in this Section
               6.02, the only form of death  benefit is a single-sum payment.

               With respect to any distribution of a death benefit in respect of
               a Participant whose Annuity Starting Date is earlier than 90 days
               after the Participant's SMM Date, the optional forms of death
               benefit are a single-sum payment and any annuity that is an
               optional form of retirement benefit, in accordance with and as
               limited by Section 6.02(b) of the Prior Plan.

SECTION 6.03--ELECTION PROCEDURES.

        The Participant, Beneficiary, or spouse shall make any election under
this section in writing. The Plan Administrator may require such individual to
complete and sign any necessary documents as to the provisions to be made. Any
election permitted under (a) and (b) below shall be subject to the qualified
election provisions of (c) below.

        (a)    Retirement Benefits, Generally. A Participant may elect to have
               retirement benefits from that portion of his Account which is
               held in the Qualifying Employer Securities Fund distributed under
               any of the optional forms of retirement benefit available in the
               OPTIONAL FORMS OF DISTRIBUTION SECTION of this article.

        (b)    Qualified Election. The Participant may make an election at any
               time during the election period. The Participant may revoke the
               election made (or make a new election) at any time and any number
               of times during the election period. An election is effective
               only if it meets the consent requirements below.

               (1)    Election Period for Retirement Benefits. The Participant
                      may make an election as to retirement benefits at any time
                      before the Annuity Starting Date.

               (2)    Election Period for Death Benefits. A Participant may make
                      an election as to death benefits at any time before he
                      dies.

               (3)    Consent to Election. If the Participant's Vested Account
                      exceeds $5,000 ($3,500 for Plan Years beginning before
                      August 6, 1997), any benefit which is immediately
                      distributable requires the consent of the Participant.
                      Such consent shall also be required if the Participant's
                      Vested Account at the time of any prior distribution
                      exceeded $5,000 ($3,500 for Plan Years beginning before
                      August 6, 1997). However, for distributions made after
                      March 21, 1999, such consent shall only be required if the
                      Participant's Vested Account exceeds $5,000.

                      The consent of the Participant to a benefit which is
                      immediately distributable must not be made before the date
                      the Participant is provided with the notice of the ability
                      to defer the distribution. Such consent shall be made in
                      writing.

                      The consent shall not be made more than 90 days before the
                      Annuity Starting Date. The consent of the Participant
                      shall not be required to the extent that a distribution is
                      required to satisfy Code Section 401(a)(9) or Code Section
                      415.

                      In addition, upon termination of this Plan, if the Plan
                      does not offer an annuity option (purchased from a
                      commercial provider), and if the Employer (or any entity
                      within the same Controlled Group) does not maintain
                      another defined contribution plan (other than an employee
                      stock ownership plan as defined in Code Section
                      4975(e)(7)), the Participant's Account balance will,
                      without the Participant's consent, be distributed to the
                      Participant. However, if any entity within the same
                      Controlled Group maintains another defined contribution
                      plan (other than an employee stock ownership plan as
                      defined in Code Section 4975(e)(7)) then the Participant's





                                       48




<PAGE>

                      Account will be transferred, without the Participant's
                      consent, to the other plan if the Participant does not
                      consent to an immediate distribution.

                      A benefit is immediately distributable if any part of the
                      benefit could be distributed to the Participant before the
                      Participant attains the older of Normal Retirement Age or
                      age 62.

                      Spousal consent is needed to name a Beneficiary other than
                      the Participant's spouse. If a Participant names a
                      Beneficiary other than his spouse, the spouse has the
                      right to limit consent only to a specific Beneficiary. The
                      spouse can relinquish such right. Such consent shall be in
                      writing. The spouse's consent shall be witnessed by a plan
                      representative or notary public. The spouse's consent must
                      acknowledge the effect of the election, including that the
                      spouse had the right to limit consent only to a specific
                      Beneficiary and that the relinquishment of such right was
                      voluntary. Unless the consent of the spouse expressly
                      permits designations by the Participant without a
                      requirement of further consent by the spouse, the spouse's
                      consent must be limited to the Beneficiary, class of
                      Beneficiaries, or contingent Beneficiary named in the
                      election.

                      Spousal consent is not required, however, if the
                      Participant establishes to the satisfaction of the plan
                      representative that the consent of the spouse cannot be
                      obtained because there is no spouse or the spouse cannot
                      be located. A spouse's consent under this paragraph shall
                      not be valid with respect to any other spouse. A
                      Participant may revoke a prior election without the
                      consent of the spouse. Any new election will require a new
                      spousal consent, unless the consent of the spouse
                      expressly permits such election by the Participant without
                      further consent by the spouse. A spouse's consent may be
                      revoked at any time within the Participant's election
                      period.

        (c)    Transition Rule. Notwithstanding the foregoing provisions of this
               Section 6.03, with respect to a Participant whose Annuity
               Starting Date is earlier than 90 days after the Participant's SMM
               Date, the Participant, Beneficiary or spouse, as applicable,
               shall make any election regarding the distribution of benefits
               pursuant to the procedures set forth in Section 6.03 of the Prior
               Plan.

SECTION 6.04--NOTICE REQUIREMENTS.

        Optional Forms of Retirement Benefit and Right to Defer. The Plan
Administrator shall furnish to the Participant a written explanation of the
optional forms of retirement benefit in the OPTIONAL FORMS OF DISTRIBUTION
SECTION of this article, including the material features and relative values of
these options, in a manner that would satisfy the notice requirements of Code
Section 417(a)(3) and the right of the Participant to defer distribution until
the benefit is no longer immediately distributable.

        The Plan Administrator shall furnish the written explanation by a method
reasonably calculated to reach the attention of the Participant no less than 30
days, and no more than 90 days, before the Annuity Starting Date.

        However, distribution may begin less than 30 days after the notice
described in this subparagraph is given, provided the Plan Administrator clearly
informs the Participant that he has a right to a period of at least 30 days
after receiving the notice to consider the decision of whether or not to elect a
distribution (and if applicable, a particular distribution option), and the
Participant, after receiving the notice, affirmatively elects a distribution.

        Notwithstanding the foregoing provisions of this Section 6.04 with
respect to a Participant whose Annuity Starting Date is earlier than 90 days
after the Participant's SMM Date, the notice requirements set forth in Section
6.04 of the Prior Plan shall apply.




                                       49



<PAGE>


                                   ARTICLE VII

                            DISTRIBUTION REQUIREMENTS

SECTION 7.01--APPLICATION.

        The timing of any distribution must meet the requirements of this
article.

SECTION 7.02--DEFINITIONS.

        For purposes of this article, the following terms are defined:

        5-percent Owner means a 5-percent owner as defined in Code Section 416.
        A Participant is treated as a 5-percent Owner for purposes of this
        article if such Participant is a 5-percent Owner at any time during the
        Plan Year ending with or within the calendar year in which such owner
        attains age 70 1/2.

        In addition, a Participant is treated as a 5-percent Owner for purposes
        of this article if such Participant becomes a 5-percent Owner in a later
        Plan Year. Such Participant's Required Beginning Date shall not be later
        than the April 1 of the calendar year following the calendar year in
        which such later Plan Year ends.

        Once distributions have begun to a 5-percent Owner under this article,
        they must continue to be distributed, even if the Participant ceases to
        be a 5-percent Owner in a subsequent year.

        Required Beginning Date means, for a Participant who is a 5-percent
        Owner, the April 1 of the calendar year following the calendar year in
        which he attains age 70 1/2.

        Required Beginning Date means, for any Participant who is not a
        5-percent Owner, the April 1 of the calendar year following the later of
        the calendar year in which he attains age 70 1/2 or the calendar year in
        which he retires.

        The preretirement age 70 1/2 distribution option is only eliminated with
        respect to Participants who reach age 70 1/2 in or after a calendar year
        that begins after the later of December 31, 1998, or the adoption date
        of the amendment which eliminated such option. The preretirement age 70
        1/2 distribution is an optional form of benefit under which benefits
        payable in a particular distribution form (including any modifications
        that may be elected after benefits begin) begin at a time during the
        period that begins on or after January 1 of the calendar year in which
        the Participant attains age 70 1/2 and ends April 1 of the immediately
        following calendar year.

        The options available for Participants who are not 5-percent Owners and
        attained age 70 1/2 in calendar years before the calendar year that
        begins after the later of December 31, 1998, or the adoption date of the
        amendment which eliminated the preretirement age 70 1/2 distribution
        shall be the following. Any such Participant attaining age 70 1/2 in
        years after 1995 may elect by April 1 of the calendar year following the
        calendar year in which he attained age 70 1/2 (or by December 31, 1997
        in the case of a Participant attaining age 70 1/2 in 1996) to defer
        distributions until the calendar year following the calendar year in
        which he retires.




                                       50






<PAGE>

SECTION 7.03--DISTRIBUTION REQUIREMENTS.

        (a)    General Rules.

               (1)    The requirements of this article shall apply to any
                      distribution of a Participant's interest and shall take
                      precedence over any inconsistent provisions of this Plan.
                      Unless otherwise specified, the provisions of this article
                      apply to calendar years beginning after December 31, 1984.

               (2)    All distributions required under this article shall be
                      determined and made in accordance with the proposed
                      regulations under Code Section 401(a)(9).

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

        (b)    Required Beginning Date. The entire interest of a Participant
               must be distributed or begin to be distributed no later than the
               Participant's Required Beginning Date.

        (c)    Death Distribution Provisions. If the Participant dies before
               distribution of his interest begins, distribution of the
               Participant's entire interest shall be completed by December 31
               of the calendar year containing the fifth anniversary of the
               Participant's death.





                                       51


<PAGE>


                                  ARTICLE VIII

                             TERMINATION OF THE PLAN

        The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions
constitutes a termination of the Plan for purposes of the vesting rules set
forth below.

        The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of the Plan. The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial termination of
the Plan. The Participant's Account shall continue to participate in the
earnings credited, expenses charged, and any appreciation or depreciation of the
Investment Fund until his Vested Account is distributed.

        A Participant's Account which does not result from the Contributions
listed below may be distributed to the Participant after the effective date of
the complete termination of the Plan:

        Elective Deferral Contributions
        Qualified Nonelective Contributions

A Participant's Account resulting from such Contributions may be distributed
upon complete termination of the Plan, but only if neither the Employer nor any
Controlled Group member maintain or establish a successor defined contribution
plan (other than an employer stock ownership plan as defined in Code Section
4975(e)(7), a simplified employee pension plan as defined in Code Section 408(k)
or a SIMPLE IRA plan as defined in Code Section 408(p)) and such distribution is
made in a lump sum. A distribution under this article shall be a retirement
benefit and shall be distributed to the Participant according to the provisions
of Article VI.

        The Participant's entire Vested Account shall be paid in a single sum to
the Participant as of the effective date of complete termination of the Plan if
(i) the requirements for distribution of Elective Deferral Contributions in the
above paragraph are met and (ii) consent of the Participant is not required in
the ELECTION PROCEDURES SECTION of Article VI to distribute a benefit which is
immediately distributable. This is a small amounts payment. The small amounts
payment is in full settlement of all benefits otherwise payable.

        Upon complete termination of the Plan, no more Employees shall become
Participants and no more Contributions shall be made.

        The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it
would contravene any provision of law.




                                       52






<PAGE>


                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN

SECTION 9.01--ADMINISTRATION.

        Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has complete discretion to construe or interpret the provisions of the Plan,
including ambiguous provisions, if any, and to determine all questions that may
arise under the Plan, including all questions relating to the eligibility of
Employees to participate in the Plan and the amount of benefit to which any
Participant or Beneficiary may become entitled. The Plan Administrator's
decisions upon all matters within the scope of its authority shall be final.

        Unless otherwise set out in the Plan or Annuity Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

        The Plan Administrator shall receive all claims for benefits by
Participants, former Participants and Beneficiaries. The Plan Administrator
shall determine all facts necessary to establish the right of any Claimant to
benefits and the amount of those benefits under the provisions of the Plan. The
Plan Administrator may establish rules and procedures to be followed by
Claimants in filing claims for benefits, in furnishing and verifying proofs
necessary to determine age, and in any other matters required to administer the
Plan.

SECTION 9.02--EXPENSES.

        Expenses of the Plan, to the extent that the Employer does not pay such
expenses, may be paid out of the assets of the Plan provided that such payment
is consistent with ERISA. Such expenses include, but are not limited to,
expenses for bonding required by ERISA; expenses for recordkeeping and other
administrative services; fees and expenses of the Trustee or Annuity Contract;
expenses for investment education service; and direct costs that the Employer
incurs with respect to the Plan.

SECTION 9.03--RECORDS.

        All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

        Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.





                                       53





<PAGE>

SECTION 9.04--INFORMATION AVAILABLE.

        Any Participant in the Plan or any Beneficiary may examine copies of the
Plan description, latest annual report, any bargaining agreement, this Plan, the
Annuity Contract or any other instrument under which the Plan was established or
is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator shall
furnish him with a copy of any of these items. The Plan Administrator may make a
reasonable charge to the requesting person for the copy.

SECTION 9.05--CLAIM AND APPEAL PROCEDURES.

        A Claimant must submit any required forms and pertinent information when
making a claim for benefits under the Plan.

        If a claim for benefits under the Plan is denied, the Plan Administrator
shall provide adequate written notice to the Claimant whose claim for benefits
under the Plan has been denied. The notice must be furnished within 90 days of
the date that the claim is received by the Plan Administrator. The Claimant
shall be notified in writing within this initial 90-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator's decision is expected to be rendered. The
written notice shall be furnished no later than 180 days after the date the
claim was received by the Plan Administrator.

        The Plan Administrator's notice to the Claimant shall specify the reason
for the denial; specify references to pertinent Plan provisions on which denial
is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrator's notice of denial of benefits and that failure to make the
written appeal within such 60-day period renders the Plan Administrator's
determination of such denial final, binding and conclusive.

        If the Claimant appeals to the Plan Administrator, the Claimant (or his
authorized representative) may submit in writing whatever issues and comments
the Claimant (or his authorized representative) feels are pertinent. The
Claimant (or his authorized representative) may review pertinent Plan documents.
The Plan Administrator shall reexamine all facts related to the appeal and make
a final determination as to whether the denial of benefits is justified under
the circumstances. The Plan Administrator shall advise the Claimant of its
decision within 60 days of his written request for review, unless special
circumstances (such as a hearing) would make rendering a decision within the
60-day limit unfeasible. The Claimant must be notified within the 60-day limit
if an extension is necessary. The Plan Administrator shall render a decision on
a claim for benefits no later than 120 days after the request for review is
received.

SECTION 9.06--DELEGATION OF AUTHORITY.

        All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The duties and responsibilities of the retirement committee shall be
set out in a separate written agreement.

SECTION 9.07--EXERCISE OF DISCRETIONARY AUTHORITY.

        The Employer, Plan Administrator, and any other person or entity who has
authority with respect to the management, administration, or investment of the
Plan may exercise that authority in its/his full discretion, subject only to the
duties imposed under ERISA. This discretionary authority includes, but is not






                                       54


<PAGE>

limited to, the authority to make any and all factual determinations and
interpret all terms and provisions of the Plan documents relevant to the issue
under consideration. The exercise of authority will be binding upon all persons;
will be given deference in all courts of law; and will not be overturned or set
aside by any court of law unless found to be arbitrary and capricious or made in
bad faith.

SECTION 9.08--VOTING AND TENDER OF QUALIFYING EMPLOYER SECURITIES.

        Voting rights with respect to Qualifying Employer Securities will be
passed through to Participants. Participants will be allowed to direct the
voting rights of Qualifying Employer Securities for any matter put to the vote
of shareholders. Before each meeting of shareholders, the Employer shall cause
to be sent to each person with power to control such voting rights a copy of any
notice and any other information provided to shareholders and, if applicable, a
form for instructing the Trustee how to vote at such meeting (or any adjournment
thereof) the number of full and fractional shares subject to such person's
voting control. The Trustee may establish a deadline in advance of the meeting
by which such forms must be received in order to be effective.

        Each Participant shall be entitled to one vote for each share credited
to his Account.

        If some or all of the Participants have not directed or have not timely
directed the Trustee on how to vote, then the Trustee shall vote to abstain with
respect to such shares of Qualifying Employer Securities.

        Tender rights or exchange offers for Qualifying Employer Securities will
be passed through to Participants. As soon as practicable after the commencement
of a tender or exchange offer for Qualifying Employer Securities, the Employer
shall cause each person with power to control the response to such tender or
exchange offer to be advised in writing the terms of the offer and, if
applicable, to be provided with a form for instructing the Trustee, or for
revoking such instruction, to tender or exchange shares of Qualifying Employer
Securities, to the extent permitted under the terms of such offer. In advising
such persons of the terms of the offer, the Employer may include statements from
the board of directors setting forth its position with respect to the offer.

        If some or all of the Participants have not directed or have not timely
directed the Trustee on how to tender, then the Trustee shall not tender such
shares of Qualifying Employer Securities.

        If the tender or exchange offer is limited so that all of the shares
that the Trustee has been directed to tender or exchange cannot be sold or
exchanged, the shares that each Participant directed to be tendered or exchanged
shall be deemed to have been sold or exchanged in the same ratio that the number
of shares actually sold or exchanged bears to the total number of shares that
the Trustee was directed to tender or exchange.

        The Trustee shall hold the Participant's individual directions with
respect to voting rights or tender decisions in confidence and, except as
required by law, shall not divulge or release such individual directions to
anyone associated with the Employer. The Employer may require verification of
the Trustee's compliance with the directions received from Participants by any
independent auditor selected by the Employer, provided that such auditor agrees
to maintain the confidentiality of such individual directions.

        The Employer may develop procedures to facilitate the exercise of votes
or tender rights, such as the use of facsimile transmissions for the
Participants located in physically remote areas.




                                       55








<PAGE>

                                    ARTICLE X

                               GENERAL PROVISIONS

SECTION 10.01--AMENDMENTS.

        The Employer may amend this Plan at any time and for any purpose,
including any remedial retroactive changes (within the time specified by
Internal Revenue Service regulations) to comply with any law or regulation
issued by any governmental agency to which the Plan is subject.

        An amendment may not diminish or adversely affect any accrued interest
or benefit of Participants or their Beneficiaries nor allow reversion or
diversion of Plan assets to the Employer at any time, except as may be required
to comply with any law or regulation issued by any governmental agency to which
the Plan is subject.

        No amendment to this Plan shall be effective to the extent that it has
the effect of decreasing a Participant's accrued benefit. However, a
Participant's Account may be reduced to the extent permitted under Code Section
412(c)(8). For purposes of this paragraph, a Plan amendment which has the effect
of decreasing a Participant's Account with respect to benefits attributable to
service before the amendment shall be treated as reducing an accrued benefit.
Furthermore, if the vesting schedule of the Plan is amended, in the case of an
Employee who is a Participant as of the later of the date such amendment is
adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's right to his employer-derived
accrued benefit shall not be less than his percentage computed under the Plan
without regard to such amendment.

        No amendment to the Plan shall be effective to eliminate or restrict an
optional form of benefit with respect to benefits attributable to service before
the amendment except as provided in the MERGERS AND DIRECT TRANSFERS SECTION of
this article and below:

        (a)    The Plan is amended to eliminate or restrict the ability of a
               Participant to receive payment of his Account balance under a
               particular optional form of benefit and the amendment satisfies
               the condition in (1) and the Plan satisfies the condition in (2)
               below:

               (1)    The amendment provides a single sum distribution form that
                      is otherwise identical to the optional form of benefit
                      eliminated or restricted. For purposes of this condition
                      (1), a single sum distribution form is otherwise identical
                      only if it is identical in all respects to the eliminated
                      or restricted optional form of benefit (or would be
                      identical except that it provides greater rights to the
                      Participant) except with respect to the timing of payments
                      after commencement.

               (2)    The Plan provides that the amendment shall not apply to
                      any distribution with an Annuity Starting Date earlier
                      than the earlier of:

                      (i)     the 90th day after the date the Participant
                              receiving the distribution has been furnished a
                              summary that reflects the amendment and that
                              satisfies the ERISA requirements at 29 CFR
                              2520.104b-3 relating to a summary of material
                              modifications, or

                      (ii)    the first day of the second Plan Year following
                              the Plan Year in which the amendment is adopted.

        (b)    The Plan is amended to eliminate or restrict in-kind
               distributions and the conditions in Q&A 2(b)(2)(iii) in section
               1.411(d)-4 of the regulations are met.



                                       56



<PAGE>

        If, as a result of an amendment, an Employer Contribution is removed
that is not 100% immediately vested when made, the applicable vesting schedule
shall remain in effect after the date of such amendment. The Participant shall
not become immediately 100% vested in such Contributions as a result of the
elimination of such Contribution except as otherwise specifically provided in
the Plan.

        An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article XI, changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Employer Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant

        (c)    who has completed at least three Years of Service on the date the
               election period described below ends (five Years of Service if
               the Participant does not have at least one Hour-of-Service in a
               Plan Year beginning after December 31, 1988) and

        (d)    whose nonforfeitable percentage will be determined on any date
               after the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. If after the Plan is
changed, the Participant's nonforfeitable percentage will at all times be as
great as it would have been if the change had not been made, no election needs
to be provided. The election period shall begin no later than the date the Plan
amendment is adopted, or deemed adopted in the case of a change in the top-heavy
status of the Plan, and end no earlier than the 60th day after the latest of the
date the amendment is adopted (deemed adopted) or becomes effective, or the date
the Participant is issued written notice of the amendment (deemed amendment) by
the Employer or the Plan Administrator.

SECTION 10.02--DIRECT ROLLOVERS.

        Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this section, a Distributee may
elect, at the time and in the manner prescribed by the Plan Administrator, to
have any portion of an Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

        Any distributions made under the SMALL AMOUNTS SECTION of this article
(or which are small amounts payments made under Article VIII at complete
termination of the Plan) which are Eligible Rollover Distributions and for which
the Distributee has not elected to either have such distribution paid to him or
to an Eligible Retirement Plan shall be paid to the Distributee.

SECTION 10.03--MERGERS AND DIRECT TRANSFERS.

        The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation, or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation, or transfer (if this Plan had then
terminated). The Employer may enter into merger agreements or direct transfer of
assets agreements with the employers under other retirement plans which are
qualifiable under Code Section 401(a), including an elective transfer, and may
accept the direct transfer of plan assets, or may transfer plan assets, as a
party to any such agreement.





                                       57







<PAGE>

SECTION 10.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

        The obligations of an Insurer shall be governed solely by the provisions
of the Annuity Contract. The Insurer shall not be required to perform any act
not provided in or contrary to the provisions of the Annuity Contract. Each
Annuity Contract when purchased shall comply with the Plan. See the CONSTRUCTION
SECTION of this article.

        Any issuer or distributor of investment contracts or securities is
governed solely by the terms of its policies, written investment contract,
prospectuses, security instruments, and any other written agreements entered
into with the Trustee with regard to such investment contracts or securities.

        Such Insurer, issuer or distributor is not a party to the Plan, nor
bound in any way by the Plan provisions. Such parties shall not be required to
look to the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

        Until notice of any amendment or termination of this Plan or a change in
Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 10.05--EMPLOYMENT STATUS.

        Nothing contained in this Plan gives an Employee the right to be
retained in the Employer's employ or to interfere with the Employer's right to
discharge any Employee.

SECTION 10.06--RIGHTS TO PLAN ASSETS.

        An Employee shall not have any right to or interest in any assets of the
Plan upon termination of employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such
Employee according to the Plan provisions.

        Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries of such Participant under the Plan
provisions shall be in full satisfaction of all claims against the Plan, the
Named Fiduciary, the Plan Administrator, the Insurer, the Trustee, and the
Employer arising under or by virtue of the Plan.

SECTION 10.07--BENEFICIARY.

        Each Participant may name a Beneficiary to receive any death benefit
that may arise out of his participation in the Plan. The Participant may change
his Beneficiary from time to time. Unless a qualified election has been made,
for purposes of distributing any death benefits before the Participant's
Retirement Date, the Beneficiary of a Participant who has a spouse shall be the
Participant's spouse. The Participant's Beneficiary designation and any change
of Beneficiary shall be subject to the provisions of the ELECTION PROCEDURES
SECTION of Article VI. It is the responsibility of the Participant to give
written notice to the Insurer of the name of the Beneficiary on a form furnished
for that purpose.

        With the Employer's consent, the Plan Administrator may maintain records
of Beneficiary designations for Participants before their Retirement Dates. In
that event, the written designations made by Participants shall be filed with
the Plan Administrator. If a Participant dies before his Retirement Date, the
Plan Administrator shall certify to the Insurer the Beneficiary designation on
its records for the Participant.





                                       58




<PAGE>

        If there is no Beneficiary named or surviving when a Participant dies,
the Participant's Beneficiary shall be the Participant's surviving spouse, or
where there is no surviving spouse, the executor or administrator of the
Participant's estate.

SECTION 10.08--NONALIENATION OF BENEFITS.

        Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary or spouse. A Participant, Beneficiary
or spouse does not have any rights to alienate, anticipate, commute, pledge,
encumber, or assign any of such benefits, except in the case of a loan as
provided in the LOANS TO PARTICIPANTS SECTION of Article V. The preceding
sentences shall also apply to the creation, assignment, or recognition of a
right to any benefit payable with respect to a Participant according to a
domestic relations order, unless such order is determined by the Plan
Administrator to be a qualified domestic relations order, as defined in Code
Section 414(p), or any domestic relations order entered before January 1, 1985.
The preceding sentences shall not apply to any offset of a Participant's
benefits provided under the Plan against an amount the Participant is required
to pay the Plan with respect to a judgement, order, or decree issued, or a
settlement entered into, on or after August 5, 1997, which meets the
requirements of Code Sections 401(a)(13)(C) or (D).

SECTION 10.09--CONSTRUCTION.

        The validity of the Plan or any of its provisions is determined under
and construed according to Federal law and, to the extent permissible, according
to the laws of the state in which the Employer has its principal office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

        In the event of any conflict between the provisions of the Plan and the
terms of any Annuity Contract issued hereunder, the provisions of the Plan
control.

SECTION 10.10--LEGAL ACTIONS.

        No person employed by the Employer, no Participant, former Participant,
or their Beneficiaries, or any other person having or claiming to have an
interest in the Plan is entitled to any notice of process. A final judgment
entered in any such action or proceeding shall be binding and conclusive on all
persons having or claiming to have an interest in the Plan.

SECTION 10.11--SMALL AMOUNTS.

        If consent of the Participant is not required for a benefit which is
immediately distributable in the ELECTION PROCEDURES SECTION of Article VI, a
Participant's entire Vested Account shall be paid in a single sum as of the
earliest of his Retirement Date, the date he dies, or the date he ceases to be
an Employee for any other reason. For purposes of this section, if the
Participant's Vested Account is zero, the Participant shall be deemed to have
received a distribution of such Vested Account. If a Participant would have
received a distribution under the first sentence of this paragraph but for the
fact that the Participant's consent was needed to distribute a benefit which is
immediately distributable, and if at a later time consent would not be needed to
distribute a benefit which is immediately distributable and such Participant has
not again become an Employee, such Vested Account shall be paid in a single sum.
This is a small amounts payment.

        If a small amounts payment is made as of the date the Participant dies,
the small amounts payment shall be made to the Participant's Beneficiary. If a
small amounts payment is made while the Participant is living, the small amounts





                                       59





<PAGE>

payment shall be made to the Participant. The small amounts payment is in full
settlement of benefits otherwise payable.

        No other small amounts payments shall be made.

SECTION 10.12--WORD USAGE.

        The masculine gender, where used in this Plan, shall include the
feminine gender and the singular words, as used in this Plan, may include the
plural, unless the context indicates otherwise.

        The words in writing and written, where used in this Plan, shall include
any other forms, such as voice response or other electronic system, as permitted
by any governmental agency to which the Plan is subject.

SECTION 10.13--CHANGE IN SERVICE METHOD.

        (a)    Change of Service Method Under This Plan. If this Plan is amended
               to change the method of crediting service from the elapsed time
               method to the hours method for any purpose under this Plan, the
               Employee's service shall be equal to the sum of (1), (2), and (3)
               below:

               (1)    The number of whole years of service credited to the
                      Employee under the Plan as of the date the change is
                      effective.

               (2)    One year of service for the applicable computation period
                      in which the change is effective if he is credited with
                      the required number of Hours-of-Service. If the Employer
                      does not have sufficient records to determine the
                      Employee's actual Hours-of-Service in that part of the
                      service period before the effective date of the change,
                      the Hours-of-Service shall be determined using an
                      equivalency. For any month in which he would be required
                      to be credited with one Hour-of-Service, the Employee
                      shall be deemed for purposes of this section to be
                      credited with 190 Hours-of-Service.

               (3)    The Employee's service determined under this Plan using
                      the hours method after the end of the computation period
                      in which the change in service method was effective.

               If this Plan is amended to change the method of crediting service
               from the hours method to the elapsed time method for any purpose
               under this Plan, the Employee's service shall be equal to the sum
               of (4), (5), and (6) below:

               (4)    The number of whole years of service credited to the
                      Employee under the Plan as of the beginning of the
                      computation period in which the change in service method
                      is effective.

               (5)    the greater of (i) the service that would be credited to
                      the Employee for that entire computation period using the
                      elapsed time method or (ii) the service credited to him
                      under the Plan as of the date the change is effective.

               (6)    The Employee's service determined under this Plan using
                      the elapsed time method after the end of the applicable
                      computation period in which the change in service method
                      was effective.

        (b)    Transfers Between Plans with Different Service Methods. If an
               Employee has been a participant in another plan of the Employer
               which credited service under the elapsed time method for any
               purpose which under this Plan is determined using the hours
               method, then the Employee's service shall be equal to the sum of
               (1), (2), and (3) below:



                                       60





<PAGE>

               (1)    The number of whole years of service credited to the
                      Employee under the plan as of the date he became an
                      Eligible Employee under this Plan.

               (2)    One year of service for the applicable computation period
                      in which he became an Eligible Employee if he is credited
                      with the required number of Hours-of-Service. If the
                      Employer does not have sufficient records to determine the
                      Employee's actual Hours-of-Service in that part of the
                      service period before the date he became an Eligible
                      Employee, the Hours-of-Service shall be determined using
                      an equivalency. For any month in which he would be
                      required to be credited with one Hour-of-Service, the
                      Employee shall be deemed for purposes of this section to
                      be credited with 190 Hours-of-Service.

               (3)    The Employee's service determined under this Plan using
                      the hours method after the end of the computation period
                      in which he became an Eligible Employee.

               If an Employee has been a participant in another plan of the
               Employer which credited service under the hours method for any
               purpose which under this Plan is determined using the elapsed
               time method, then the Employee's service shall be equal to the
               sum of (4), (5), and (6) below:

               (4)    The number of whole years of service credited to the
                      Employee under the other plan as of the beginning of the
                      computation period under that plan in which he became an
                      Eligible Employee under this Plan.

               (5)    The greater of (i) the service that would be credited to
                      the Employee for that entire computation period using the
                      elapsed time method or (ii) the service credited to him
                      under the other plan as of the date he became an Eligible
                      Employee under this Plan.

               (6)    The Employee's service determined under this Plan using
                      the elapsed time method after the end of the applicable
                      computation period under the other plan in which he became
                      an Eligible Employee.

        If an Employee has been a participant in a Controlled Group member's
plan which credited service under a different method than is used in this Plan,
in order to determine entry and vesting, the provisions in (b) above shall apply
as though the Controlled Group member's plan were a plan of the Employer.

        Any modification of service contained in this Plan shall be applicable
to the service determined pursuant to this section.

SECTION 10.14--MILITARY SERVICE.

        Notwithstanding any provision of this Plan to the contrary, the Plan
shall provide contributions, benefits, and service credit with respect to
qualified military service in accordance with Code Section 414(u). Loan
repayments shall be suspended under this Plan as permitted under Code Section
414(u).



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<PAGE>

                                   ARTICLE XI

                           TOP-HEAVY PLAN REQUIREMENTS

SECTION 11.01--APPLICATION.

        The provisions of this article shall supersede all other provisions in
the Plan to the contrary.

        For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer, as used in this article, shall be deemed to include all
members of the Controlled Group, unless the term as used clearly indicates only
the Employer is meant.

        The accrued benefit or account of a participant which results from
deductible employee contributions shall not be included for any purpose under
this article.

        The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of this article
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For this
purpose, the term "employee representatives" does not include any organization
more than half of whose members are employees who are owners, officers, or
executives.

SECTION 11.02--DEFINITIONS.

        For purposes of this article the following terms are defined:

        Aggregation Group means:

        (a)    each of the Employer's qualified plans in which a Key Employee is
               a participant during the Plan Year containing the Determination
               Date (regardless of whether the plan was terminated) or one of
               the four preceding Plan Years,

        (b)    each of the Employer's other qualified plans which allows the
               plan(s) described in (a) above to meet the nondiscrimination
               requirement of Code Section 401(a)(4) or the minimum coverage
               requirement of Code Section 410, and

        (c)    any of the Employer's other qualified plans not included in (a)
               or (b) above which the Employer desires to include as part of the
               Aggregation Group. Such a qualified plan shall be included only
               if the Aggregation Group would continue to satisfy the
               requirements of Code Section 401(a)(4) and Code Section 410.

        The plans in (a) and (b) above constitute the "required" Aggregation
        Group. The plans in (a), (b), and (c) above constitute the "permissive"
        Aggregation Group.

        Compensation means compensation as defined in the CONTRIBUTION
        LIMITATION SECTION of Article III. For purposes of determining who is a
        Key Employee in years beginning before January 1, 1998, Compensation
        shall include, in addition to compensation as defined in the
        CONTRIBUTION LIMITATION SECTION of Article III, elective contributions.
        Elective contributions are amounts excludible from the gross income of
        the Employee under Code Sections 125, 402(e)(3), 402(h)(1)(B), or



                                       62




<PAGE>

        403(b), and contributed by the Employer, at the Employee's election, to
        a Code Section 401(k) arrangement, a simplified employee pension,
        cafeteria plan, or tax-sheltered annuity. Elective contributions also
        include amounts deferred under a Code Section 457 plan maintained by the
        Employer.

        Determination Date means as to any plan, for any plan year subsequent to
        the first plan year, the last day of the preceding plan year. For the
        first plan year of the plan, the last day of that year.

        Key Employee means any Employee or former Employee (and the
        Beneficiaries of such Employee) who at any time during the determination
        period was:

        (a)    an officer of the Employer if such individual's annual
               Compensation exceeds 50 percent of the dollar limitation under
               Code Section 415(b)(1)(A).

        (b)    an owner (or considered an owner under Code Section 318) of one
               of the ten largest interests in the Employer if such individual's
               annual Compensation exceeds 100 percent of the dollar limitation
               under Code Section 415(c)(1)(A).

        (c)    a 5-percent owner of the Employer, or

        (d)    a 1-percent owner of the Employer who has annual Compensation of
               more than $150,000.

        The determination period is the Plan Year containing the Determination
        Date and the four preceding Plan Years.

        The determination of who is a Key Employee shall be made according to
        Code Section 416(i)(1) and the regulations thereunder.

        Non-key Employee means any Employee who is not a Key Employee.

        Present Value means the present value of a participant's accrued benefit
        under a defined benefit plan. For purposes of establishing Present Value
        to compute the Top-heavy Ratio, any benefit shall be discounted only for
        7.5% interest and mortality according to the 1971 Group Annuity Table
        (Male) without the 7% margin but with projection by Scale E from 1971 to
        the later of (a) 1974, or (b) the year determined by adding the age to
        1920, and wherein for females the male age six years younger is used.

        Top-heavy Plan means a plan which is top-heavy for any plan year
        beginning after December 31, 1983. This Plan shall be top-heavy if any
        of the following conditions exist:

        (a)    The  Top-heavy  Ratio for this Plan  exceeds 60 percent and this
               Plan is not part of any required Aggregation Group or permissive
               Aggregation Group.

        (b)    This Plan is a part of a required Aggregation Group, but not part
               of a permissive Aggregation Group, and the Top-heavy Ratio for
               the required Aggregation Group exceeds 60 percent.
        (c)    This Plan is a part of a required Aggregation Group and part of a
               permissive Aggregation Group and the Top-heavy Ratio for the
               permissive Aggregation Group exceeds 60 percent.

        Top-heavy Ratio means:

        (a)    If the Employer maintains one or more defined contribution plans
               (including any simplified employee pension plan) and the Employer
               has not maintained any defined benefit plan which during the
               five-year period ending on the Determination Date(s) has or has




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<PAGE>

               had accrued benefits, the Top-heavy Ratio for this Plan alone or
               for the required or permissive Aggregation Group, as appropriate,
               is a fraction, the numerator of which is the sum of the account
               balances of all Key Employees as of the Determination Date(s)
               (including any part of any account balance distributed in the
               five-year period ending on the Determination Date(s)), and the
               denominator of which is the sum of all account balances
               (including any part of any account balance distributed in the
               five-year period ending on the Distribution Date(s)), both
               computed in accordance with Code Section 416 and the regulations
               thereunder. Both the numerator and denominator of the Top-heavy
               Ratio are increased to reflect any contribution not actually made
               as of the Determination Date, but which is required to be taken
               into account on that date under Code Section 416 and the
               regulations thereunder.

        (b)    If the Employer maintains one or more defined contribution plans
               (including any simplified employee pension plan) and the Employer
               maintains or has maintained one or more defined benefit plans
               which during the five-year period ending on the Determination
               Date(s) has or has had accrued benefits, the Top-heavy Ratio for
               any required or permissive Aggregation Group, as appropriate, is
               a fraction, the numerator of which is the sum of the account
               balances under the aggregated defined contribution plan or plans
               of all Key Employees determined in accordance with (a) above, and
               the Present Value of accrued benefits under the aggregated
               defined benefit plan or plans for all Key Employees as of the
               Determination Date(s), and the denominator of which is the sum of
               the account balances under the aggregated defined contribution
               plan or plans for all participants, determined in accordance with
               (a) above, and the Present Value of accrued benefits under the
               defined benefit plan or plans for all participants as of the
               Determination Date(s), all determined in accordance with Code
               Section 416 and the regulations thereunder. The accrued benefits
               under a defined benefit plan in both the numerator and
               denominator of the Top-heavy Ratio are increased for any
               distribution of an accrued benefit made in the five-year period
               ending on the Determination Date.

        (c)    For purposes of (a) and (b) above, the value of account balances
               and the Present Value of accrued benefits will be determined as
               of the most recent Valuation Date that falls within or ends with
               the 12-month period ending on the Determination Date, except as
               provided in Code Section 416 and the regulations thereunder for
               the first and second plan years of a defined benefit plan. The
               account balances and accrued benefits of a participant (i) who is
               not a Key Employee but who was a Key Employee in a prior year or
               (ii) who has not been credited with at least an hour of service
               with any employer maintaining the plan at any time during the
               five-year period ending on the Determination Date will be
               disregarded. The calculation of the Top-heavy Ratio and the
               extent to which distributions, rollovers, and transfers are taken
               into account will be made in accordance with Code Section 416 and
               the regulations thereunder. Deductible employee contributions
               will not be taken into account for purposes of computing the
               Top-heavy Ratio. When aggregating plans, the value of account
               balances and accrued benefits will be calculated with reference
               to the Determination Dates that fall within the same calendar
               year.
               The accrued benefit of a participant other than a Key Employee
               shall be determined under (i) the method, if any, that uniformly
               applies for accrual purposes under all defined benefit plans
               maintained by the Employer, or (ii) if there is no such method,
               as if such benefit accrued not more rapidly than the slowest
               accrual rate permitted under the fractional rule of Code Section
               411(b)(1)(C).

SECTION 11.03--MODIFICATION OF VESTING REQUIREMENTS.

        If a Participant's Vesting Percentage determined under Article I is not
at least as great as his Vesting Percentage would be if it were determined under
a schedule permitted in Code Section 416, the following shall apply. During any
Plan Year in which the Plan is a Top-heavy Plan, the Participant's Vesting
Percentage shall be the greater of the Vesting Percentage determined under
Article I or the schedule below.





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<PAGE>


                             VESTING SERVICE                     NONFORFEITABLE
                              (whole years)                        PERCENTAGE

                               Less than 2                               0
                                    2                                   20
                                    3                                   40
                                    4                                   60
                                    5                                   80
                                6 or more                              100

        The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to the portion of the Participant's
Account which is multiplied by a Vesting Percentage to determine his Vested
Account, including benefits accrued before the effective date of Code Section
416 and benefits accrued before this Plan became a Top-heavy Plan.

        If, in a later Plan Year, this Plan is not a Top-heavy Plan, a
Participant's Vesting Percentage shall be determined under Article I. A
Participant's Vesting Percentage determined under either Article I or the
schedule above shall never be reduced and the election procedures of the
AMENDMENTS SECTION of Article X shall apply when changing to or from the
schedule as though the automatic change were the result of an amendment.

        The part of the Participant's Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of
this article (to the extent required to be nonforfeitable under Code Section
416(b)) may not be forfeited under Code Section 411(a)(3)(B) or (D).

SECTION 11.04--MODIFICATION OF CONTRIBUTIONS.

        During any Plan Year in which this Plan is a Top-heavy Plan, the
Employer shall make a minimum contribution as of the last day of the Plan Year
for each Non-key Employee who is an Employee on the last day of the Plan Year
and who was an Active Participant at any time during the Plan Year. A Non-key
Employee is not required to have a minimum number of Hours-of-Service or minimum
amount of Compensation in order to be entitled to this minimum. A Non-key
Employee who fails to be an Active Participant merely because his Compensation
is less than a stated amount or merely because of a failure to make mandatory
participant contributions or, in the case of a cash or deferred arrangement,
elective contributions shall be treated as if he were an Active Participant. The
minimum is the lesser of (a) or (b) below:

        (a)    3 percent of such person's Compensation for such Plan Year.

        (b)    The "highest percentage" of Compensation for such Plan Year at
               which the Employer's contributions are made for or allocated to
               any Key Employee. The highest percentage shall be determined by
               dividing the Employer Contributions made for or allocated to each
               Key Employee during the Plan Year by the amount of his
               Compensation for such Plan Year, and selecting the greatest
               quotient (expressed as a percentage). To determine the highest
               percentage, all of the Employer's defined contribution plans
               within the Aggregation Group shall be treated as one plan. The
               minimum shall be the amount in (a) above if this Plan and a
               defined benefit plan of the Employer are required to be included
               in the Aggregation Group and this Plan enables the defined
               benefit plan to meet the requirements of Code Section 401(a)(4)
               or 410.

        For purposes of (a) and (b) above, Compensation shall be limited by Code
Section 401(a)(17).




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<PAGE>

        If the Employer's contributions and allocations otherwise required under
the defined contribution plan(s) are at least equal to the minimum above, no
additional contribution shall be required. If the Employer's total contributions
and allocations are less than the minimum above, the Employer shall contribute
the difference for the Plan Year.

        The minimum contribution applies to all of the Employer's defined
contribution plans in the aggregate which are Top-heavy Plans. A minimum
contribution under a profit sharing plan shall be made without regard to whether
or not the Employer has profits.

        If a person who is otherwise entitled to a minimum contribution above is
also covered under another defined contribution plan of the Employer's which is
a Top-heavy Plan during that same Plan Year, any additional contribution
required to meet the minimum above shall be provided in this Plan.

        If a person who is otherwise entitled to a minimum contribution above is
also covered under a defined benefit plan of the Employer's which is a Top-heavy
Plan during that same Plan Year, the minimum benefits for him shall not be
duplicated. The defined benefit plan shall provide an annual benefit for him on,
or adjusted to, a straight life basis equal to the lesser of:

        (c)    2 percent of his average compensation multiplied by his years of
               service, or

        (d)    20 percent of his average compensation.

Average compensation and years of service shall have the meaning set forth in
such defined benefit plan for this purpose.

        For purposes of this section, any employer contribution made according
to a salary reduction or similar arrangement and employer contributions which
are matching contributions, as defined in Code Section 401(m), shall not apply
in determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.

        The requirements of this section shall be met without regard to any
Social Security contribution.

SECTION 11.05--MODIFICATION OF CONTRIBUTION LIMITATION.

        If the provisions of subparagraph (l) of the CONTRIBUTION LIMITATION
SECTION of Article III are applicable for any Limitation Year during which this
Plan is a Top-heavy Plan, the contribution limitations shall be modified. The
definitions of Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction in the CONTRIBUTION LIMITATION SECTION of Article III shall be modified
by substituting "100 percent" in lieu of "125 percent." In addition, an
adjustment shall be made to the numerator of the Defined Contribution Plan
Fraction. The adjustment is a reduction of that numerator similar to the
modification of the Defined Contribution Plan Fraction described in the
CONTRIBUTION LIMITATION SECTION of Article III, and shall be made with respect
to the last Plan Year beginning before January 1, 1984.

        The modifications in the paragraph above shall not apply with respect to
a Participant so long as employer contributions, forfeitures, or nondeductible
employee contributions are not credited to his account under this or any of the
Employer's other defined contribution plans and benefits do not accrue for such
Participant under the Employer's defined benefit plan(s), until the sum of his
Defined Contribution and Defined Benefit Plan Fractions is less than 1.0.

        This section shall cease to apply effective as of the first Limitation
Year beginning on or after January 1, 2000.






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        By executing this Plan, the Primary Employer acknowledges having
counseled to the extent necessary with selected legal and tax advisors regarding
the Plan's legal and tax implications.


        Executed this 31st day of July, 2001.


                        INTERDIGITAL COMMUNICATIONS CORPORATION


                        By: /s/ R.J. Fagan
                            -----------------------------------
                            Richard J. Fagan
                            Executive Vice President and Chief Financial Officer




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