<PAGE>
                                                                   EXHIBIT 10.23




                        VERIDIAN RETIREMENT SAVINGS PLAN













                              AMENDED AND RESTATED
                                      AS OF
                                 JANUARY 1, 2001




<PAGE>



                        VERIDIAN RETIREMENT SAVINGS PLAN
<TABLE>
<CAPTION>

                                                                                          PAGE
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<S>                                                                                         <C>
ARTICLE I - DEFINITIONS......................................................................3

   1.1. Account..............................................................................3
   1.2. Actual Deferral Percentage...........................................................3
   1.3. Adjustment Factor....................................................................3
   1.4. Administrator........................................................................3
   1.5. Affiliated Group.....................................................................3
   1.6. Age..................................................................................3
   1.7. Alternate Payee......................................................................3
   1.8. Average Actual Deferral Percentage...................................................4
   1.9. Average Contribution Percentage......................................................4
   1.10. Beneficiary.........................................................................4
   1.11. Board of Directors or Board.........................................................4
   1.12. Calspan Account Balance.............................................................4
   1.13. Code................................................................................4
   1.14. Company.............................................................................4
   1.15. Compensation:.......................................................................4
   1.16. Contribution Percentage:............................................................5
   1.17. Deferred Compensation Amount........................................................5
   1.18. Deferred Compensation Contribution..................................................6
   1.19. Deferred Compensation Election......................................................6
   1.20. Discretionary Contribution..........................................................6
   1.21. Domestic Relations Order............................................................6
   1.22. Effective Date......................................................................6
   1.23. Elective Contribution...............................................................6
   1.24. Employee............................................................................6
   1.25. Employer............................................................................6
   1.26. Employer Match Contribution.........................................................6
   1.27. Employer Supplemental Contributions.................................................6
   1.28. ERIM Account Balance................................................................7
   1.29. ERISA...............................................................................7
   1.30. Excess Contributions................................................................7
   1.31. Excess Deferral Amounts.............................................................7
   1.32. 5% Owner............................................................................7
   1.33. Forfeiture..........................................................................7
   1.34. Hardship............................................................................7
   1.35. Highly Compensated Employee:........................................................8
   1.36. Hour of Service.....................................................................9
   1.37. Key Employee.......................................................................10
   1.38. Limitation Year....................................................................10
   1.39. Named Fiduciary....................................................................10
   1.40. Normal Retirement Date.............................................................10
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>                                                                                        <C>
   1.41. One-Year Break in Service..........................................................11
   1.42. Pacific-Sierra Account Balance.....................................................11
   1.43. Participant........................................................................11
   1.44. Plan...............................................................................11
   1.45. Plan Year..........................................................................11
   1.46. Plan Year End Date.................................................................11
   1.47. Post-Tax Contributions.............................................................11
   1.48. Prior Plan.........................................................................11
   1.49. Profit Sharing Contribution........................................................11
   1.50. Qualified Domestic Relations Order.................................................11
   1.51. Qualified Employer Deferral Contributions..........................................12
   1.52. Quarter End Day....................................................................12
   1.53. Retirement.........................................................................12
   1.54. Rollover Account...................................................................12
   1.55. Section 415 Compensation...........................................................12
   1.56. Spouse.............................................................................13
   1.57. Top Heavy..........................................................................13
   1.58. Total and Permanent Disability or Totally and Permanently Disabled.................13
   1.59. Trust..............................................................................13
   1.60. Trust Fund.........................................................................13
   1.61. Trustee............................................................................13
   1.62. Valuation Date.....................................................................13
   1.63. Veda ESOP Balance..................................................................13
   1.64. Vested Interest....................................................................14
   1.65. Year of Service....................................................................14

ARTICLE II - ELIGIBILITY AND PARTICIPATION..................................................15

   2.1. Eligibility for Participation.......................................................15
   2.2. Computation of Service Where an Employee Terminates Service and Later Returns to
   Service..................................................................................15
   2.3. Effect of Plan Participation........................................................15

ARTICLE III - CONTRIBUTIONS.................................................................16

   3.1. Determination of Employer Contribution..............................................16
   3.2. Limitation on Contributions.........................................................17
   3.3. Time for Payment of Contributions...................................................18
   3.4. No Right or Duty of Inquiry.........................................................18
   3.5. Deferred Compensation Election......................................................18
   3.6. Anti-Discrimination Test for Deferred Compensation Contributions....................20
   3.7. Anti-Discrimination Test for Employer Match and Post-Tax Contributions..............21
   3.8. Distribution of Excess Contributions................................................23
   3.9. Non-Reversion.......................................................................24

ARTICLE IV - PARTICIPANT VOLUNTARY CONTRIBUTIONS............................................25

   4.1. Participant Voluntary Post-Tax Contributions........................................25
   4.2. Amount of Post-Tax Contributions....................................................25
</TABLE>


                                       ii
<PAGE>


<TABLE>
<S>                                                                                        <C>
   4.3. Changes in Payroll Withholding Authorization........................................25
   4.4. Suspension of Post-Tax Contributions by Payroll Withholding.........................25
   4.5. Resumption of Post-Tax Contributions by Payroll Withholding.........................26

ARTICLE V - ALLOCATION OF CONTRIBUTIONS AND INCOME..........................................27

   5.1. Participant Account.................................................................27
   5.2. Allocation of Employer Contributions and Forfeitures................................27
   5.3. Allocation of Net Income, Gain or Loss of the Trust.................................28
   5.4. Valuation of Trust Assets...........................................................28
   5.5. Recordkeeping and Trust Administration..............................................28

ARTICLE VI - LIMITATIONS ON ALLOCATIONS.....................................................29

   6.1. Annual Addition.....................................................................29
   6.2. Benefit Limitations - Multiple Plans................................................30
   6.3. Correction of Error.................................................................31
   6.4. Trust as Single Fund................................................................31

ARTICLE VII - BENEFITS AND METHODS OF PAYMENTS..............................................32

   7.1. Benefits Generally..................................................................32
   7.2. Value of Benefit....................................................................32
   7.3. Commencement of Benefits............................................................32
   7.4. Form of Benefit Payments............................................................34
   7.5. Payment of Benefits to Minors and Incompetents......................................37
   7.6. Unclaimed Benefits..................................................................38
   7.7. Eligible Rollover Distributions.....................................................38
   7.8. Hardship Distributions..............................................................39
   7.9. Withdrawals While Employed..........................................................40

ARTICLE VIII - BENEFITS PAYABLE UPON TERMINATION OF EMPLOYMENT..............................41

   8.1. Vesting.............................................................................41
   8.2. Benefits of the Terminated Participant..............................................42

ARTICLE IX - RETIREMENT AND DISABILITY......................................................43

   9.1. Normal Retirement...................................................................43
   9.2. Disability Retirement...............................................................43
   9.3. Deferred Retirement.................................................................43

ARTICLE X - BENEFITS PAYABLE UPON DEATH.....................................................44

   10.1. Death of Active Participant........................................................44
   10.2. Death of Terminated Participant....................................................44
   10.3. Death of Retired Participant.......................................................44
   10.4. Designation of Beneficiary.........................................................44
   10.5. Value of Death Benefit.............................................................45
   10.6. Payments After Death...............................................................45
   10.7. Death of Beneficiary Before Completed Distribution.................................45
</TABLE>

                                      iii

<PAGE>


<TABLE>
<S>                                                                                        <C>
ARTICLE XI - LOANS TO PARTICIPANTS..........................................................46

   11.1. Loans..............................................................................46

ARTICLE XII - ASSIGNMENT OR ALIENATION......................................................49

   12.1. Non-Alienability of Benefits.......................................................49
   12.2. Qualified Domestic Relations Order.................................................49

ARTICLE XIII - PLAN ADMINISTRATION AND CLAIMS PROCEDURE.....................................51

   13.1. Plan Administration................................................................51
   13.2. Non-Discrimination.................................................................52
   13.3. Responsibilities of the Administrator..............................................52
   13.4. Liability of Administrator.........................................................52
   13.5. Recordkeeping......................................................................52
   13.6. Notice and Instructions of Administrator...........................................52
   13.7. Bonding............................................................................52
   13.8. Plan Expenses......................................................................53
   13.9. Claim Procedure....................................................................53
   13.10. Appeal of Claim Denial............................................................53

ARTICLE XIV - AMENDMENT OF THE PLAN.........................................................54

   14.1. Employer Right to Amend Plan.......................................................54
   14.2. Amendment of Plan..................................................................54

ARTICLE XV - TERMINATION OF PLAN............................................................55

   15.1. Company Right to Terminate Plan....................................................55
   15.2. Bankruptcy or Insolvency of Company................................................55
   15.3. Suspension of Contribution.........................................................55
   15.4. Merger or Consolidation............................................................55
   15.5. Partial Termination................................................................55

ARTICLE XVI - TRUST AND ADMINISTRATION......................................................56

   16.1. Selection of Trustee...............................................................56
   16.2. Powers and Duties of Trustee.......................................................56
   16.3. Delegation and Allocation of Responsibilities......................................56
   16.4. Number of Trustees.................................................................56
   16.5. Trust Expenses and Taxes...........................................................56
   16.6. Requirement of Prudence............................................................57
   16.7. Recordkeeping......................................................................57
   16.8. Removal or Resignation of Trustee..................................................57
   16.9. Valuation of Trust.................................................................57
   16.10. Liability of the Trustee..........................................................57
   16.11. Bonding...........................................................................58
   16.12. Distributions.....................................................................58
   16.13. Participant Investment Options....................................................58
   16.14. Participant to Select Investments.................................................58
</TABLE>

                                       iv

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<TABLE>
<S>                                                                                        <C>
   16.15. Provisions For Participant Investments............................................58
   16.16. Limitations on Investments........................................................59
   16.17. Directed Investment Account.......................................................60

ARTICLE XVII - MISCELLANEOUS PROVISIONS.....................................................61

   17.1. Employer Non-Liability for Benefits................................................61
   17.2. Non-Guarantee of Employment........................................................61
   17.3. Participating Employer Adoption....................................................61
   17.4. Requirements of Participating Employers............................................61
   17.5. Loss of Plan Qualification.........................................................61
   17.6. Transfer of Assets from Other Plans................................................61
   17.7. Non-Parties to Plan................................................................62
   17.8. Titles and Headings Within Plan....................................................62
   17.9. Gender.............................................................................62
   17.10. Applicable State Law..............................................................62

ARTICLE XVIII - ROLLOVERS TO PLAN...........................................................63

   18.1. Acceptance of Rollovers............................................................63
   18.2. Rollover Procedures................................................................63

ARTICLE XIX - COMPANY STOCK FUND............................................................64

   19.1. Company Stock Fund.................................................................64
   19.2. Transfers Into And Out Of The Stock Fund...........................................64
   19.3. Other Stock Fund Provisions........................................................66
   19.4. Distributions To Terminated Participants...........................................67
   19.5. Leveraged Stock....................................................................67


EXHIBIT A

EXHIBIT B

EXHIBIT C
</TABLE>

                                       v


<PAGE>


                        VERIDIAN RETIREMENT SAVINGS PLAN

                                   BACKGROUND

        The Company hereby adopts the Veridian Retirement Savings Plan (the
"Plan"), as amended and restated effective January 1, 2001 (the "Effective
Date").

        The Plan was created effective July 1, 1998 through a merger of the Veda
Income Deferral Plan, restated as of October 1, 1993, the Veda Employee Stock
Ownership Plan, restated as of October 1, 1989, the Calspan SRL Corporation
Savings Plan, amended and restated effective January 1, 1996, and the RAIL
Company 401(k) Profit Sharing Plan, originally effective April 1, 1981.
Effective July 1, 1998, the merged Plan ceased to be an employee stock ownership
plan within the meaning of Internal Revenue Code section 4975(e)(7).

        Effective January 1, 1999, the Company merged the Pacific-Sierra Salary
Reduction Plan, amended and restated as of March 1, 1990, into the Plan.

        Effective January 1, 2001, the Company merged the following plans into
the Plan: the Pacific-Sierra Pension Plan, amended and restated as of January 1,
1989, the ERIM International, Inc. Retirement Plan, amended and restated as of
January 1, 1998, the MRJ, Inc. Employees Retirement Savings 401(k) Plan, amended
and restated effective January 1, 1987, the Trident Data Systems, Inc. 401(k)
Profit Sharing Plan, effective January 1, 1991, and the ERIM International, Inc.
401(k) Supplemental Retirement Plan, effective May 1, 1997.

        The Plan is intended to be a qualified plan under Internal Revenue Code
section 401(a), and is intended to include a qualified cash or deferred
arrangement under Internal Revenue Code section 401(k). The Plan document shall
be interpreted and administered in accordance with the requirements of the
Internal Revenue Code, Treasury regulations, rulings, guidance from the Internal
Revenue Service, and court cases as in effect from time to time, and the Plan
shall be deemed to have been automatically amended from time to time to the
extent required to comply with these requirements.


                                       2

<PAGE>



                            ARTICLE I - DEFINITIONS


        Where the following words and phrases appear in the Plan, they shall
have the respective meanings set forth below, unless the context clearly
indicates otherwise:

        1.1. Account: The account or record maintained by the Employer showing
the monetary value of the individual interest in the Trust Fund of each
Participant.

        1.2. Actual Deferral Percentage:

                (a) The ratio (expressed as a percentage) of Deferred
        Compensation Amounts and Qualified Employer Deferral Contributions on
        behalf of each Participant for the Plan Year to the Participant's
        Compensation for the Plan Year. In order for Deferred Compensation
        Amounts to be included in the Actual Deferral Percentage for the Plan
        Year, such amounts must be attributable to Compensation that otherwise
        would have been paid to the Participant during the Plan Year, and must
        be paid to the Trust within 12 months following the close of the Plan
        Year.

                (b) In the case of a Highly Compensated Employee, the Actual
        Deferral Percentage for such Highly Compensated Employee shall be the
        greater of (i) the Actual Deferral Percentage determined by combining
        the contributions and Compensation of all of the Employee's family
        members who are eligible to participate in the Plan and who are Highly
        Compensated Employees (without regard to family aggregation), or (ii)
        the Actual Deferral Percentage determined by combining the contributions
        and Compensation of all family members.

        1.3.    Adjustment Factor: The cost of living adjustment factor
prescribed by the Secretary of the Treasury under Code section 415(d) for years
beginning after December 31, 1987.

        1.4.    Administrator: The Company.


        1.5.    Affiliated Group: Any corporation or business organization that
is under common control with an Employer (as determined under Code section
414(b) or (c)), or that is a member of an affiliated service group with an
Employer (as determined under Code section 414(m)), or that is an entity
required to be aggregated pursuant to Code section 414(o) and the regulations
thereunder. For purposes of applying the limitations set forth in Section 6.1,
Code sections 414(b) and 414(c) shall be applied as modified by Code section
415(h).

        1.6.    Age: The age of a Participant at his or her most recent
birthday.

        1.7.    Alternate Payee: A Spouse, former Spouse, child or other
dependent of a Participant recognized by a Domestic Relations Order to have a
right to receive all, or a portion of, the benefits under this Plan with respect
to the Participant.


                                       3

<PAGE>


        1.8.    Average Actual Deferral Percentage: The average (expressed as a
percentage) of the Actual Deferral Percentages within the group of Highly
Compensated Participants and within the group of non-highly compensated
employees, respectively.

        1.9.    Average Contribution Percentage: The average (expressed as a
percentage) of the Contribution Percentages within the group of Highly
Compensated Participants and within the group of non-highly compensated
employees, respectively.

        1.10.   Beneficiary: The person or persons entitled to receive any
payments under the Plan at the death of a Participant.

        1.11.   Board of Directors or Board: The Board of Directors of the
Company.

        1.12.   Calspan Account Balance: The account balance in the Calspan SRL
Corporation Savings Plan of a Participant as of July 1, 1998 without adjustment.

        1.13.   Code: The Internal Revenue Code of 1986, as amended, or any
subsequently enacted federal revenue law. A reference in the Plan to a
particular section of the Code shall include a reference to any regulations
issued under the section, the corresponding section of any subsequently enacted
federal revenue law, and any subsequent guidance issued by the Internal Revenue
Service relating to the particular section.

        1.14.   Company: Veridian Corporation or any successor by merger,
consolidation, purchase or otherwise.

        1.15.   Compensation:

                (a)     With respect to any Participant, the amount reported as
        wages on the Participant's Form W-2, increased by that portion of an
        Employee's gross pay that is subject to a Deferred Compensation Election
        under the Plan or under any Employer cafeteria plan that qualifies under
        Code section 125, even if not reported on Form W-2.

                (b)     Compensation shall exclude:

                        (i)     Any relocation payments;

                        (ii)    Any retirement income payments which may be
                received;

                        (iii)   Contributions by the Employer under the Plan
                (except as provided in (a) above) or any other qualified plan
                maintained by the Employer;

                        (iv)    Any foreign allowances or income tax
                reimbursements for any overseas Employees of the Employer;

                        (v)     Any other payments made to or on behalf of
                overseas Employees necessitated by their status as overseas
                Employees of Employer;

                                       4
<PAGE>

                        (vi)    Amounts realized from the exercise of a
                non-qualified stock option or sale or from the exercise of a
                qualified stock option or when restricted stock (or property)
                held by an Employee either becomes freely transferable or is no
                longer subject to a substantial risk of forfeiture; and

                        (vii)   Amounts which receive special tax benefits
                including premiums for group-term life insurance (only if not
                included in gross income of Participant) and contributions
                toward the purchase of an annuity contract (whether or not
                contributions are includible in gross income of Participant).

                (c) "Compensation" includes only that portion of the
        above-described amounts actually paid during the portion of a Plan Year
        in which the Employee is a Participant in the Plan. In the case of an
        Employee who is employed by two or more Employers, the Employee's
        aggregate Compensation from all Employers shall be deemed to be his
        Compensation.

                (d) The amount of annual Compensation taken into account under
        the Plan for a Participant may not exceed $170,000, or an adjusted
        amount determined pursuant to Code sections 401(a)(17) and 415(d).

        1.16.   Contribution Percentage:

                (a)     The ratio (expressed as a percentage) of the sum of the
        Employer Match Contribution on behalf of the Participant for the Plan
        Year and Post-Tax Contribution by the Participant to the Participant's
        Compensation for the Plan Year. In order for contributions to be
        included in the Contribution Percentage for a particular Plan Year, the
        Employer Match Contribution must be made on account of Deferred
        Compensation Amounts made during the Plan Year, must be allocated to the
        Accounts of Participants during the Plan Year, and must be paid to the
        Trust within 12 months following the close of the Plan Year.

                (b)     In the case of a Highly Compensated Employee, the
        Contribution Percentage shall be the greater of (i) the percentage
        determined by combining the contributions and Compensation of all of the
        Employee's family members who are eligible to participate in the Plan
        and who are Highly Compensated Employees (without regard to family
        aggregation), or (ii) the percentage determined by combining the
        contributions and Compensation of all family members of the Employee
        eligible to participate in the Plan.

        1.17.   Deferred Compensation Amount: The portion of a Participant's
total Compensation for a Plan Year that the Participant has elected to defer
pursuant to Section 3.5, not to exceed ten thousand five-hundred dollars
($10,500.00) dollars (as adjusted by the Adjustment Factor during any calendar
year).

                                       5
<PAGE>

        1.18.   Deferred Compensation Contribution: The contribution by the
Employer made pursuant to the Participant's Deferred Compensation Election which
shall equal the Deferred Compensation Contribution.

        1.19.   Deferred Compensation Election: The election made by
Participants pursuant to Section 3.5.

        1.20.   Discretionary Contribution: The contribution made by the
Employer in accordance with Section 3.1(d).

        1.21.   Domestic Relations Order: A judgment, decree or order that (a)
relates to the provision of child support, alimony payments, or marital property
rights to a spouse, former spouse, child or other dependent of a Participant,
and (b) is made pursuant to a state domestic relations law.

        1.22.   Effective Date: The effective date of this restatement of the
Plan generally is January 1, 2001, unless otherwise provided herein.

        1.23.   Elective Contribution: A contribution made hereunder that is
deemed an elective contribution for purposes of Code section 401(k) and the
regulations thereunder.

        1.24.   Employee: Any person receiving Compensation from the Employer
for services rendered to the Employer, or who would be receiving such
Compensation except for an authorized leave of absence, but not including (i)
any nonresident alien who receives no earned income (within the meaning of Code
section 911(d)(2) and the regulations thereunder) from the Employer which
constitutes income from sources within the United States (within the meaning of
Code section 861(a)(3) and the regulations thereunder), (ii) any individual
included in a unit covered by a collective bargaining agreement under which
retirement benefits were the subject of good faith bargaining unless the
collective bargaining agreement provides for the participation of the
individual, (iii) leased employees as defined in Code section 414(n), or (iv)
persons who are employed under the terms of contracts between an Employer and
the United States government which contracts are governed by the Service
Contract Act and are listed on Exhibit A. Paid consultants and independent
contractors shall not be deemed "Employees". In addition, individuals originally
classified as leased employees shall not be deemed "Employees" if they are later
reclassified as common-law employees.

        1.25.   Employer: The Company and any member of the Affiliated Group
that normally adopts the Plan. As of the Effective Date, the term "Employer"
includes Veridian Systems Division, Inc., Veridian Systems Incorporated,
Veridian Engineering, Inc., Veridian Information Solutions, Inc., and Veritect,
Inc.

        1.26.   Employer Match Contribution: The contribution made by the
Employer under Section 3.1(b).

        1.27.   Employer Supplemental Contributions: Discretionary Contributions
and Profit Sharing Contributions.

                                       6

<PAGE>


        1.28.   ERIM Account Balance: The account balance in the ERIM
International, Inc. Retirement Plan of a Participant as of the Effective Date
without adjustment.

        1.29.   ERISA: The Employee Retirement Income Security Act of 1974, as
amended, and regulations promulgated thereunder.

        1.30.   Excess Contributions: The amounts described in Code section
401(k)(8)(B) (relating to amounts contributed which exceed the discrimination
standard for contributions to this Plan).

        1.31.   Excess Deferral Amounts: The amount of a Participant's Deferred
Compensation Amounts claimed by the Participant in writing by no later than
March 1 of any calendar year as being the amount for the calendar year or
preceding calendar year which, if not distributed would, when added to amounts
deferred under other plans or arrangements described in Code sections 401(k),
408(k) or 403(b), exceed the limit imposed by Code section 402(g) (as adjusted
by the Adjustment Factor for the calendar year in which the deferral occurred),
commonly referred to as the "10,500 limitation".

        1.32.   5% Owner: If the Employer is a corporation, any person who owns
(or is considered as owning within the meaning of Code section 318) more than 5%
of the outstanding stock of the Employer or stock possessing more than 5% of the
total combined voting power of all stock of the Employer. If the Employer is not
a corporation, a 5% Owner is any person who owns more than 5% of the capital or
profits interest in the Employer.

        1.33.   Forfeiture: The non-vested portion of a Participant's Employer
Supplemental Contributions Account when a Participant ceases to participate in
the Plan. A Forfeiture with respect to a Participant who terminates employment
shall arise as of the date such Participant receives a distribution of the
Participant's Account or in the case of a Participant who elects to defer
receipt of his or her benefit, the date the Participant has incurred five (5)
consecutive One-Year Breaks in Service. If a portion of a Participant's Employer
Supplemental Contributions Account is forfeited, Forfeitures shall be charged
first against non-Company Stock assets.

        1.34.   Hardship: A circumstance involving heavy and immediate financial
need of the Participant and shall refer only to those situations which satisfy
the hardship distribution provisions of Code section 401(k) and the rules
thereunder. Immediate and heavy financial needs shall mean:

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

                (b)     Purchase (excluding mortgage payments) of a principal
        residence for the Participant;


                                       7
<PAGE>

                (c)     Payment of tuition and related educational fees
        (excluding room and board) for the next 12 months of post-secondary
        education for the Participant, his spouse or dependents;

                (d)     Funds needed to prevent the eviction of the Participant
        from his principal residence or foreclosure on the mortgage of the
        Participant's principal residence; or

                (e)     Any additional needs approved by the Internal Revenue
        Service.

        1.35.   Highly Compensated Employee: Effective for Plan Years beginning
on or after January 1, 1997:

                (a)     Except as otherwise provided below, a Highly Compensated
        Employee is an Employee who:

                        (i)     Was at any time a 5% Owner during the Plan
                Year or the preceding Plan Year; or

                        (ii)    Received Section 415 Compensation from the
                Employer in excess of $80,000 for the preceding Plan Year and,
                to the extent elected by the Employer pursuant to applicable
                treasury regulations, was in the top 20% of Employees, when
                ranked on the basis of Section 415 Compensation paid during the
                preceding Plan Year.

        The $80,000 amount referred to in this paragraph shall be adjusted by
        the Adjustment Factor. The determination of Highly Compensated Employees
        shall be made in accordance with Code section 414(q).

                (b)     For purposes of determining the number of Employees in
        the top paid group described in subsection (a)(ii), the following
        Employees shall be excluded:

                        (i)     Employees who have not completed six months of
                service;

                        (ii)    Employees who normally work less than 17-1/2

                hours per week;

                        (iii)   Employees who normally work during not more than
                six months during any Plan Year;

                        (iv)    Employees who have not attained Age 21;

                        (v)     Employees whose terms of employment are covered
                by a collective bargaining agreement between Employee
                representatives and the Employer; and


                                        8

<PAGE>


                        (vi)    Employees who are non-resident aliens and who
                receive no United States earned income from the Employer.

                (c)     A Highly Compensated Employee includes a former Employee
        who separated from service prior to the Plan Year for which the
        determination was made and who was an active Highly Compensated Employee
        for either (i) such Employee's separation year, or (ii) any Plan Year
        ending on or after the Employee's 55th birthday. An Employee who
        separated from service before January 1, 1987 will be included as a
        Highly Compensated Employee pursuant to this subsection only if the
        Employee was a 5% Owner or received Section 415 Compensation in excess
        of $50,000 during (x) the Employee's separation year (or the year
        preceding such separation), or (y) any year ending on or after such
        Employee's 55th birthday (or the last year ending before such Employee's
        55th birthday).

                (d)     For purposes of this Section, Section 415 Compensation
        shall include the Employee's Deferred Compensation Amounts, elective
        contributions under a cafeteria plan, and elective contributions under
        other arrangements permitted to be included under Code section 414(s).

        1.36.   Hour of Service: An Employee shall be credited with one Hour of
Service for:

                (a)     Each hour for which the Employee is directly or
        indirectly paid, or entitled to payment, by the Employer for the
        performance of duties. These hours shall be credited to the Employee for
        the computation period in which the duties are performed.

                (b)     Each hour (up to a maximum of 501 hours during a single
        continuous period) for which the Employee is paid or entitled to payment
        by the Employer for a period of time during which no duties are
        performed (irrespective of whether the employment relationship has
        terminated) because of vacation, holiday, illness, incapacity (including
        disability), layoff, jury duty, military duty or leave of absence. These
        hours shall be credited to the Employee for the computation period in
        which the duties would have been performed. Hours under this
        subparagraph shall be calculated and credited pursuant to Department of
        Labor Regulations section 2530.200b-2, which is incorporated in the Plan
        by this reference.

                (c)     Each hour for which back pay, irrespective of
        mitigation of damages, has been either awarded or agreed to by the
        Employer. The same Hours of Service shall not be credited both under
        subparagraphs (a), (b) or (d), as the case may be, and under this
        subparagraph (c). These hours shall be credited to the Employee for the
        computation period to which the award or agreement pertains, rather than
        the computation period in which the award, agreement or payment is made.

                (d)     For purposes of determining whether an Employee has a
        One-Year Break in Service, each hour (up to a maximum of 501 hours in a
        single continuous period) for which the Employee is absent because of
        (i) the pregnancy of the Employee, (ii) the birth

                                       9

<PAGE>

        of a child of the Employee, (iii) the placement of a child with the
        Employee in connection with the Employee's adoption of the child, or
        (iv) the Employee's caring for a child immediately after the birth or
        placement of the child. These hours shall be credited to the Employee
        for the computation period in which the absence begins only if the
        Participant would not otherwise be eligible to participate in the Plan
        in that computation period. In all other cases, these hours shall be
        credited to the next following computation period.

                (e)     If the Employer leases employees, Hours of Service with
        the Employer shall be credited for any leased employee who is to be
        considered an Employee for purposes of the Plan.

                (f)     For full time Employees, Hours of Service shall be
        credited at the rate of 45 hours per calendar week. Hours of Service
        shall be actual hours worked for all other Employees. In any case in
        which employment records do not accurately reflect hours worked, Hours
        of Service shall be credited at the rate of 45 hours per calendar week.

                (g)     Effective December 12, 1994, notwithstanding any
        provisions in the Plan to the contrary, contributions and service credit
        with respect to qualified military service will be provided in
        accordance with the Uniformed Services Employment and Reemployment
        Rights Act of 1994 ("USERRA") and the special rules relating to
        veterans' reemployment rights under USERRA pursuant to Code section
        414(u).

        1.37.   Key Employee: An Employee, former Employee, or Beneficiary who,
at any time during the Plan Year or during any of the four preceding Plan Years,
is or was (a) an officer of an Employer or Affiliated Group whose annual Section
415 Compensation from the Employer and Affiliated Groups exceeds 50% of the
amount described in Code section 415(b)(1)(A), as adjusted; (b) one of the ten
Employees who own (or are considered as owning, within the meaning of Code
section 318) at least 0.5% and the largest interests in an Employer or
Affiliated Group and whose annual Section 415 Compensation from the Employer and
Affiliated Groups exceeds $30,000 (as that amount may be adjusted under Code
section 415(c)(1)(A)); (c) a 5% Owner; or (d) a 1% owner of an Employer or
Affiliated Group whose annual Section 415 Compensation from the Employer and
Affiliated Groups exceeds $150,000. "Key Employee" shall also include the
Beneficiary of a deceased Key Employee, as described above. The determination of
Key Employee status shall be made in accordance with Code section 416, and the
number of persons who are considered Key Employees shall be limited as provided
under that section. A "non-Key Employee" is any Employee or former Employee who
is not a Key Employee.

        1.38.   Limitation Year: The Plan Year.

        1.39.   Named Fiduciary: The Company.

        1.40.   Normal Retirement Date: The last day of the month in which the
Participant attains Age 65; with respect to those Participants who were former
Employees of Calspan SRL Corporation, the last day of the month in which the
Participant attains Age 60, but only with respect to the amount constituting the
Calspan Account Balance.


                                       10
<PAGE>

        1.41.   One-Year Break in Service: A One-Year Break in Service shall
occur if an Employee fails to complete more than 500 Hours of Service during the
twelve consecutive month period used for determining eligibility for
participation pursuant to Article II.

        1.42.   Pacific-Sierra Account Balance: The account balance in the
Pacific-Sierra Pension Plan of a Participant as of the Effective Date without
adjustment.

        1.43.   Participant: All classifications as hereinafter defined.

                (a)     "Active Participant" shall mean an Employee included in
        the Plan as provided under Article II.

                (b)     "Deceased Participant" shall mean a Participant who has
        died, but whose Account has not been fully distributed.

                (c)     "Retired Participant" shall mean a Participant who has
        retired but whose Account has not been fully distributed.

                (d)     "Terminated Participant" shall mean a Participant who
        is no longer an Employee, but who is entitled to a benefit under the
        Plan.

        1.44.   Plan: The Veridian Retirement Savings Plan as set forth herein
and as amended from time to time.

        1.45.   Plan Year: The twelve consecutive month period beginning
January 1 to December 31.

        1.46.   Plan Year End Date: December 31 of each year in which the Plan
and Trust are in effect.

        1.47.   Post-Tax Contributions: The amount deferred from a Participant's
Compensation under an election made by the Participant pursuant to Section 4.1.

        1.48.   Prior Plan: The Calspan SRL Corporation Savings Plan, Veda
Income Deferral Plan, the Veda Employee Stock Ownership Plan, the RAIL Company
401(k) Profit Sharing Plan, the Pacific-Sierra Salary Reduction Plan, the
Pacific-Sierra Pension Plan, the ERIM International, Inc. Retirement Plan, the
MRJ, Inc. Employees Retirement Savings 401(k) Plan, the Trident Data Systems,
Inc. 401(k) Profit Sharing Plan, and/or the ERIM International, Inc. 401(k)
Supplemental Retirement Plan.

        1.49.   Profit Sharing Contribution: The contribution made by the
Employer in accordance with Section 3.1(c).

        1.50.   Qualified Domestic Relations Order: A Domestic Relations Order
which (a) creates or recognizes the existence of an Alternate Payee's right to
receive all or a portion of the

                                       11
<PAGE>



benefits payable with respect to a Participant under a Plan and (b) meets the
requirements of Code section 414(p).

        1.51.   Qualified Employer Deferral Contributions: The qualified
nonelective contributions taken into account under the terms of the Plan in
determining the Actual Deferral Percentage.

        1.52.   Quarter End Day: The last day of each calendar quarter.

        1.53.   Retirement: The termination of employment after an Employee has
reached his Normal Retirement Date or incurred a Total and Permanent Disability.
Retirement shall be considered as commencing on the day immediately following an
Employee's last day of employment (or authorized leave of absence, if later).

        1.54.   Rollover Account: The separate account maintained by the Trustee
to receive and hold rollovers as provided in Article XVIII.

        1.55.   Section 415 Compensation: An Employee's total annual
compensation from the Employer and Affiliated Groups, as defined in the Treasury
Regulations issued under Code section 415. Under this definition, "Section 415
Compensation" includes an Employee's wages, salaries, fees for professional
services and other amounts received for personal services actually rendered in
the course of employment with the Employer and Affiliated Groups (including, but
not limited to, commissions paid to salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance premiums, tips,
bonuses, and effective for Limitation Years beginning on or after January 1,
1998, Deferred Compensation Contributions and contributions not includible in
gross income under Code sections 125 or 132(f)(4)). For purposes of determining
the Top Heavy allocation, the amount of a Participant's Section 415 Compensation
that may be taken into account each year shall be limited to $170,000 as
adjusted by the Adjustment Factor. "Section 415 Compensation" does not include:

                (a)     Employer contributions (other than Deferred Compensation
        Amounts) made by the Employer or Affiliated Group to this Plan or to any
        other plan of deferred compensation to the extent that the contributions
        are not includible in the Employee's gross income for the taxable year
        in which they are contributed.

                (b)     Amounts received from the exercise of a non-qualified
        stock option or from restricted property.

                (c)     Amounts realized from the sale, exchange or other
        disposition of stock acquired under a statutory stock option.

                (d)     Other amounts that receive special tax benefits, such as
        premiums for group term life insurance (but only to the extent that the
        premiums are not includible in the gross income of the Employee).


                                       12
<PAGE>

        1.56.   Spouse: The person to whom an employee is married in accordance
with state law, except as otherwise provided in Treasury Regulations under Code
sections 401(a)(11) and 417.


        1.57.   Top Heavy: A plan is Top Heavy if it is one of one or more plans
maintained by the Employer that are qualified under Code section 401(a) and
under which the sum of the present values of accrued benefits of Key Employees
under defined benefit plans and the account balances of Key Employees under
defined contribution plans exceeds 60% of the sum of the present values of
accrued benefits and account balances of all employees, former employees (except
former employees who performed no services for the Employer for the five-year
period ending on the determination date), and beneficiaries in the plans. The
"determination date" is the date on which it is determined whether this Plan is
Top Heavy. Such determination shall be made as of the last day of the
immediately preceding Plan Year and shall be made in accordance with Code
section 416(g). If the Employer and Affiliated Groups maintain more than one
plan qualified under Code section 401(a), then (a) each such plan in which a Key
Employee is a participant, and (b) each such plan that must be taken into
account in order for a plan described in the preceding clause to meet the
requirements of Code section 401(a)(4) or 410 shall be aggregated with this Plan
to determine whether the plans, as a group, are Top Heavy. For purposes of the
preceding sentence, a plan includes a terminated plan which was maintained by
the Employer within the last five years ending on the determination date and
which would otherwise be required to be aggregated with this Plan. The Employer
and Affiliated Groups may aggregate any other qualified plan with this Plan to
the extent that such aggregation is permitted by Code section 416(g).

        1.58.   Total and Permanent Disability or Totally and Permanently
Disabled: A physical or mental condition that, in the judgment of the
Administrator based upon competent medical evidence satisfactory to the
Administrator, totally and permanently prevents the Employee from engaging in
substantial gainful employment with the Employer in any capacity suitable and
appropriate for an individual with his or her background, training and
experience.

        1.59.   Trust: The trust created by the Trust Agreement which is part of
this Plan and which is established to hold and invest the contributions made
under the Plan.

        1.60.   Trust Fund: All assets of whatsoever kind or nature held from
time to time by the Trustee under the Trust, without distinction as to income
and principal and without regard to source, i.e., contributions or earnings.

        1.61.   Trustee: The Trustee of the Trust established pursuant to this
Agreement, including any successor or successors and shall refer to one or more
Trustees of the Plan.

        1.62.   Valuation Date: Any business day that the New York Stock
Exchange is open for trading or any other date chosen by the Administrator.

        1.63.   Veda ESOP Balance: The account balance in the Veda Employee
Stock Ownership Plan of a Participant as of July 1, 1998 without adjustment.


                                       13

<PAGE>

        1.64.   Vested Interest: The portion of a Participant's Account in which
the Participant has a non-forfeitable interest.

        1.65.   Year of Service: A Plan Year during which the Employee completes
at least one thousand (1,000) Hours of Service in the employ of the Employer.

                                       14

<PAGE>

                   ARTICLE II - ELIGIBILITY AND PARTICIPATION

        2.1.    Eligibility for Participation.

                (a)     An Employee shall become a Participant as soon as
        administratively feasible following the Employee's date of hire.

                (b)     An Employee who becomes a Participant shall continue to
        be a Participant until he or she retires, dies or otherwise terminates
        employment and he or she no longer maintains an Account balance in the
        Plan.

        2.2.    Computation of Service Where an Employee Terminates Service and
Later Returns to Service. Where an Employee terminates employment with the
Employer and is later rehired, the Employee shall become an Active Participant
as soon as administratively feasible following the Employee's date of rehire.

        2.3.    Effect of Plan Participation.

                (a)     Each Employee, upon becoming an Active Participant
        hereunder, shall be conclusively deemed for all purposes to be bound by
        the terms and conditions of this Agreement.

                (b)     The records of the Employer with respect to
        compensation, length of service, termination of service and reemployment
        of any Participant shall be conclusive and binding on said Participant
        and the Trustee may rely thereon.

                (c)     The adoption and maintenance of the Plan shall not be
        deemed to constitute a contract between the Employer and any Employee or
        to be a consideration for or inducement or condition of the employment
        of any person. Nothing herein contained shall be deemed to give to any
        Employee the right to be retained in the employ of the Employer or to
        interfere with the right of the Employer to discharge any Employee at
        any time, nor shall it be deemed to give the Employer the right to
        require an Employee to remain in its employ nor shall it interfere with
        the Employee's right to terminate his or her employment at any time.

                (d)     No Employee may elect to waive participation at any
        time or for any reason.


                                       15
<PAGE>


                          ARTICLE III - CONTRIBUTIONS

        3.1.    Determination of Employer Contribution. Except as provided in
Exhibit C, each Plan Year the Employer shall contribute to the Plan:

                (a)     The amount of the total Deferred Compensation Elections
        of all Participants who have elected to have Deferred Compensation
        Contributions made on their behalf by the Employer for the Plan Year
        made pursuant to Section 3.5.

                (b)     An Employer Match Contribution which will match 100% of
        the Participant's Deferred Compensation Contributions and Post-Tax
        Contributions up to the first 3% of the Participant's Compensation for a
        calendar quarter. The Employer Match Contribution shall be made
        quarterly based on the Participant's Deferred Compensation Contributions
        and Post-Tax Contributions for the calendar quarter; provided, however,
        that the Participant must be employed by the Employer on the Quarter End
        Day to receive an Employer Match Contribution.

                (c)     A quarterly Profit Sharing Contribution for those
        Participants employed by the Employer on the Quarter End Date (whether
        or not such Participants elected to have Deferred Compensation
        Contributions made pursuant to Section 3.5). The amount of the Profit
        Sharing Contribution shall be determined as follows:

                        (i)     For Participants employed by Veridian Systems
                Division, Inc. or Veridian Systems Incorporated on the Quarter
                End Date, the amount of the Profit Sharing Contribution shall be
                six percent (6%) of the Participant's Compensation for the
                calendar quarter.

                        (ii)    For Participants employed by the Company's
                Corporate division, Veridian Engineering, Inc., or Veridian
                Information Solutions, Inc. on the Quarter End Date the amount
                of the Profit Sharing Contribution shall be three percent (3%)
                of the Participant's Compensation for the calendar quarter.

                        (iii)   Participants employed by Veritect, Inc., or any
                division or subsidiary not listed in paragraphs (i) or (ii)
                above, on the Quarter End Date shall not be eligible to receive
                a Profit Sharing Contribution.

                (d)     An annual Discretionary Contribution for those
        Participants employed by the Employer on the last day of the Plan Year
        (whether or not such Participants elected to have Deferred Compensation
        Contributions made pursuant to Section 3.5). The amount of the
        Discretionary Contribution shall be determined as follows:

                        (i)     For Participants employed by Veridian Systems
                Division, Inc. or Veridian Sitemaps Incorporated on the last day
                of the Plan Year, the amount of the Discretionary Contribution,
                if any, shall be determined by the Employer.

                                       16

<PAGE>

                        (ii)    For Participants employed by Veridian
                Information Solutions, Inc. on the last day of the Plan Year
                the amount of the Discretionary Contribution, if any, shall be
                determined by the Employer.

                        (iii)   For Participants employed in the Company's
                Corporate division on the last day of the Plan Year, the amount
                of the Discretionary Contribution, if any, shall be determined
                by the Employer.

                        (iv)    For Participants employed by Veritect, Inc. on

                the last day of the Plan Year, the amount of the Discretionary
                Contribution, if any, shall be determined by the Employer.

                        (v)     For Participants employed by Veridian
                Engineering, Inc. subsidiary on the last day of the Plan Year,
                the amount of the Discretionary Contribution, if any, shall be
                determined by the Employer.

        A Discretionary Contribution shall be made at the sole discretion of the
        Employer. If a Discretionary Contribution is made it shall be made on or
        before the last day permitted by law for filing the Employer's federal
        income tax return, including extensions thereof.

                (e)     Notwithstanding the foregoing, for any Plan Year in
        which the Plan is Top Heavy, the sum of Employer Match Contribution and
        the Employer Supplemental Contribution for each Participant who is not a
        Key Employee and is an Employee on the last day of the Plan Year shall
        be at least equal to the lesser of (i) 3% of the Participant's Section
        415 Compensation, or (ii) the percentage of the Participant's Section
        415 Compensation that is equal to the highest percentage of Section 415
        Compensation at which Employer contributions are allocated to a Key
        Employee's Account for such Plan Year. To the extent this minimum
        allocation is provided under any other defined contribution plan
        maintained by the Employer, or to the extent the minimum allocation has
        already been met by the Employer contribution (other than Deferred
        Compensation Contributions) for the Plan Year, it shall not be provided
        under this Plan. The minimum allocation shall be provided under this
        Plan before it is provided under any provision of another defined
        contribution plan similar to this Section 3.1(e).

        3.2.    Limitation on Contributions. Notwithstanding the above, the
Employer's contributions for any Plan Year shall not exceed the maximum amount
allowable as a deduction to the Employer under the provisions of Code section
404. All contributions by the Employer shall be made in cash or in such property
as is otherwise acceptable to the Trustee. The Employer's aggregate Employer
contributions (including Deferred Compensation Contributions) for any Plan Year
shall be conditioned on deductibility under Code section 404 and shall not
exceed 15% of the total Compensation received by all Participants during the
Plan Year, or such greater or lesser percentage as may be allowed as a deduction
from the gross income of the Employer as provided in Code section 404(a)(3). If
for any Plan Year the Employer maintains a pension or annuity plan qualified
under Code section 401 in addition to this Plan, the total contributions
deductible for the Plan Year under this Plan and the pension or annuity plan
shall

                                       17

<PAGE>

not exceed, in the aggregate, 25% of the total Compensation of the
participants in all such plans, or such greater or lesser percentage as may be
allowed as a deduction from the gross income of the Employer under Code section
404.

        3.3.    Time for Payment of Contributions.

                (a)     Employer Match Contributions and Employer Supplemental
        Contributions that are not deemed Elective Contributions shall be paid
        to the Trustee in one or more installments not later than the time
        prescribed by law for filing the Employer's federal income tax return,
        including extensions thereof (or at such other time as allowed by law).

                (b)     Deferred Compensation Contributions shall be paid to the
        Trustee on a regular basis determined by the Administrator, provided
        that Deferred Compensation Contributions for a Plan Year must be paid to
        the Trustee as soon as practicable after such assets can be separated
        from the general assets of the Employer and, in no event, later than the
        time required under ERISA.

        3.4.    No Right or Duty of Inquiry. Neither the Trustee, the
Administrator, nor any Participant shall have any right or duty to inquire into
the amount of an Employer's annual contribution or the method used in
determining the amount of the Employer's contribution. The Trustee shall be
accountable only for funds actually received by him.

        3.5.    Deferred Compensation Election.

                (a)     It is intended that the Plan qualify under the rules of
        Code section 401(k). Each Participant who is eligible to have a
        contribution made to the Plan on his or her behalf for such Plan Year
        shall make a Deferred Compensation Election according to the rules set
        forth in this Section.

                (b)     All Participants shall be eligible to make the Deferred
        Compensation Election and shall be eligible to have a Deferred
        Compensation Contribution made to their Accounts for the Plan Year,
        including:

                        (i)     Participants who died during the Plan Year.

                        (ii)    Participants who retired during the Plan Year.

                        (iii)   Participants who are on a paid absence approved
                by the Employer pursuant to standard personnel practices during
                the Plan Year.

                        (iv)    Participants who become Totally and Permanently
                Disabled during the Plan Year.


                                       18
<PAGE>



                        (v)     Participants receiving short term disability
                payments from the Employer.

                (c)     Under a Deferred Compensation Election, a Participant
        may elect to have his or her regular salary or wages reduced by a
        percent of Compensation. The minimum Deferred Compensation Contribution
        shall be one-half of one percent (0.5%) of Compensation and shall be
        made in increments of one-tenth of one percent (0.1%). The maximum
        Deferred Compensation Contribution shall be sixteen percent (16%) of
        Compensation (twelve percent (12%) if the Participant is a Highly
        Compensated Employee or is employed by Veridian Systems Division, Inc.
        or Veridian Systems Incorporated); provided, however, that if the
        Participant has elected to make Post-Tax Contributions, the provisions
        of Article V shall apply. The Employer shall contribute to the
        Participant's Account an amount equal to the reduction in the
        Participant's salary or wages. The Administrator may establish a lower
        percentage limit on Deferred Compensation Contributions for Participants
        who are Highly Compensated Employees. All Participants shall be eligible
        to make a Deferred Compensation Contribution.

                (d)     The term "Deferred Compensation Contribution" shall also
        include amounts elected by a Participant for deferral to this Plan under
        any cafeteria plan of the Employer that qualifies under Code section
        125, but such amounts shall be disregarded in determining the percentage
        chosen in (c) above.

                (e)     Elections shall be made on forms provided by the
        Administrator or other methods prescribed by the Administrator and shall
        be governed by the following, including such other reasonable rules as
        may be adopted in a uniform, nondiscriminatory manner:

                        (i)     A Deferred Compensation Election shall be
                effective as of the first payroll period beginning after receipt
                of the election by the Employer or at such other time specified
                in rules established by the Administrator.

                        (ii)    A Deferred Compensation Election may be changed
                by a Participant at any time specified in rules established by
                the Administrator.

                        (iii)   The Administrator may establish limits on the
                amount or percentage of Deferred Compensation Elections for
                Highly Compensated Participants as a group and for other
                Participants as a group for any Plan Year, provided that the
                amount or percentage limits for Highly Compensated Participants
                shall be no greater than the amount or percentage limits for
                other Participants.

                        (iv)    The Administrator may limit the Deferred
                Compensation Election for any Highly Compensated Participant at
                any time during the Plan Year, if the Administrator determines
                that such limitation is necessary to ensure that a Participant's
                Annual Addition (as defined in Section 6.1(b)) for any year will
                not

                                       19

<PAGE>

                exceed the limitations of Article VI or to ensure that the
                discrimination tests of Code section 401(k) will be met for such
                year.

                        (v)     No Participant shall be permitted to make an
                election in an amount exceeding the dollar limitation applicable
                to Deferred Compensation Amounts.

        3.6.    Anti-Discrimination Test for Deferred Compensation
Contributions. Effective for Plan Years beginning on or after January 1, 1997:

                (a)     Each Plan Year, the Average Actual Deferral Percentage
        of eligible Highly Compensated Employees for the Plan Year shall not
        exceed the greater of:

                        (i)     The Average Actual Deferral Percentage of all
                other eligible Employees for the immediately preceding Plan Year
                multiplied by 1.25; or

                        (ii)    The lesser of the Average Actual Deferral
                Percentage of all other eligible Employees for the immediately
                preceding Plan Year multiplied by 2, or the Average Actual
                Deferral Percentage of all other eligible Employees for the
                immediately preceding Plan Year plus 2 percentage points.

                (b)     Notwithstanding the foregoing, the Committee may elect
        in accordance with Code section 401(k)(3)(A) to apply the Actual
        Deferral Percentage of all other eligible Employees for the current Plan
        Year, instead of the Average Actual Deferral Percentage for such
        Employees for the immediately preceding Plan Year, in performing the
        tests described above.

                (c)     Notwithstanding the foregoing provisions of the Plan,
        the Plan shall meet the anti-discrimination test of Code section 401(k),
        described in subsection (a) and applicable regulations, for each Plan
        Year. In order to meet the anti-discrimination test, any or all of the
        following steps may be taken:

                        (i)     At any time during the Plan Year, the
                Administrator may limit the Deferred Compensation Contributions
                that may be made on behalf of Highly Compensated Employees.

                        (ii)    The Administrator may reduce the Deferred
                Compensation Contributions made for the Plan Year to the extent
                necessary to meet the requirements of Code section 401(k), in
                the manner described in Section 3.8.

                        (iii)   The Administrator may recommend that the
                Employer make an additional Employer contribution to the Plan
                for the benefit of Participants who are not Highly Compensated
                Employees. This additional contribution may be allocated based
                on Participants' Compensation and will be allocated to the
                Participants' Deferred Compensation Contributions Accounts.

                                       20

<PAGE>

                        (iv)    If the test described in subsection (a) is not
                satisfied for a Plan Year, the Administrator may use any other
                test permitted under Code section 401(k) to determine whether
                the Plan meets the anti-discrimination requirements of Code
                section 401(k). The limitations of Section 3.6(a)(ii) shall be
                used only to the extent permitted by applicable Treasury
                regulations.

                        (v)     The Administrator may take any other steps that
                the Administrator deems appropriate.

                (d)     If the Employer maintains more than one plan qualified
        under Code section 401(a), and if the plans are aggregated for purposes
        of satisfying Code section 401(a)(4) or 410(b)(1)(A) or (B), all
        qualified cash or deferred arrangements contained in such plans shall be
        aggregated for purposes of performing the anti-discrimination test for
        Deferred Compensation Contributions. If a Highly Compensated Employee
        participates in more than one plan of the Employer, all salary reduction
        contributions made by the Highly Compensated Employee under all such
        plans shall be aggregated for purposes of performing the test outlined
        in subsection (a).

        3.7.    Anti-Discrimination Test for Employer Match and Post-Tax
Contributions. Effective for Plan Years beginning on or after January 1, 1997:

                (a)     Each Plan Year, the Average Contribution Percentage of
        eligible Highly Compensated Employees for the Plan Year shall not exceed
        the greater of:


                        (i)     The Average Contribution Percentage of all other
                eligible Employees for the immediately preceding Plan Year
                multiplied by 1.25; or

                        (ii)    The lesser of the Average Contribution
                Percentage of all other eligible Employees for the immediately
                preceding Plan Year multiplied by 2, or the Contribution
                Percentage of all other eligible Employees for the immediately
                preceding Plan Year plus 2 percentage points.

                (b)     Notwithstanding the foregoing, the Committee may elect
        in accordance with Code section 401(m)(2)(A) to apply the Contribution
        Percentage of all other eligible Employees for the current Plan Year,
        instead of the Average Contribution Percentage for such Employees for
        the immediately preceding Plan Year, in performing the tests described
        above.

                (c)     Notwithstanding the foregoing provisions of the Plan,
        the Plan shall meet the anti-discrimination test of Code section 401(m),
        described in subsection (a) and applicable regulations, for each Plan
        Year. In order to meet the anti-discrimination test, any or all of the
        following steps may be taken:

                                       21



<PAGE>

                        (i)     At any time during the Plan Year, the
                Administrator may limit the amount of Employer Match
                Contributions and Post-Tax Contributions that may be made on
                behalf of Highly Compensated Employees.

                        (ii)    The Administrator may reduce the Employer Match
                Contributions made for the Plan Year to the extent necessary to
                meet the requirements of Code section 401(m), in the manner
                described in Section 3.8.

                        (iii)   The Administrator may recommend that the
                Employer make an additional Employer contribution to the Plan
                for the benefit of Participants who are not Highly Compensated
                Employees. This additional contribution may be allocated based
                on Participants' Compensation. In order for such contribution to
                be taken into account for purposes of the anti-discrimination
                test described in subsection (a), the contribution must satisfy
                the conditions described in Treasury Regulations section
                1.401(m)-1(b)(5).

                        (iv)    Notwithstanding the foregoing, if the test
                described in subsection (a) is not satisfied for a Plan Year,
                the Administrator may use any other test permitted under Code
                section 401(m) to determine whether the Plan meets the
                anti-discrimination requirements of Code section 401(m). The
                limitations of Section 3.7(a)(ii) shall be used only to the
                extent permitted by applicable Treasury regulations.

                        (v)     The Administrator may take any other steps that
                the Administrator deems appropriate.

                (d)     If the Employer maintains more than one plan qualified
        under Code section 401(a), and if the plans are aggregated for purposes
        of satisfying Code section 401(a)(4) or 410(b)(1)(A) or (B), all
        Employer contributions made to such plans will be aggregated for
        purposes of performing the anti-discrimination test described in
        subsection (a). If a Highly Compensated Employee is eligible to
        participate in more than one plan maintained by the Employer, the
        Employer Match Contributions made on behalf of the Highly Compensated
        Employee under all such plans will be aggregated for purposes of
        performing the anti-discrimination test described in subsection (a).

                (e)     Notwithstanding any other provision in the Plan, the
        sum of the Average Actual Deferral Percentage and the Average
        Contribution Percentage on behalf of Highly Compensated Employees may
        not exceed the "aggregate limit" permitted under the multiple use test,
        as set forth in Treasury Regulations section 1.401(m)-2(b). If the
        aggregate limit is exceeded, the Employer Match Contributions and
        Deferred Compensation Contributions of those Highly Compensated
        Employees who participate in the Plan will be reduced, in accordance
        with Code sections 401(k)(8)(C) and 401(m)(6)(C). The amount by which
        each Highly Compensated Employee's Contribution Percentage is reduced
        shall be treated as an Excess Contribution under Section 3.8(b). The
        Average Actual Deferral Percentage and the Average Contribution

                                       22
<PAGE>

        Percentage of the Highly Compensated Employees are determined after any
        correction required to be made under this subsection (d). Multiple use
        does not occur if both the Average Actual Deferral Percentage and the
        Average Contribution Percentage of the Highly Compensated Employees
        does not exceed 1.25 multiplied by the Average Actual Deferral
        Percentage and the Average Contribution Percentage of the non-highly
        compensated Employees.

        3.8.    Distribution of Excess Contributions.

                (a)     If a Participant's Deferred Compensation Amounts exceed
        the $10,500 limitation (as adjusted by the Adjustment Factor for a
        calendar year), the amount of Deferred Compensation Contributions in
        excess of the limit and income attributable to those contributions shall
        be distributed to the Participant following the close of the calendar
        year in which the Deferred Compensation Contributions were made.

                (b)     For purposes of this Section, "Excess Aggregate
        Contributions" means, for a Plan Year, the excess of Employer Match
        Contributions and Post-Tax Contributions of Highly Compensated Employees
        over the maximum amount of such contributions permitted under the
        anti-discrimination tests described in Section 3.7. Any Excess
        Contributions and any Excess Aggregate Contributions and income
        attributable to those contributions shall be distributed to the Highly
        Compensated Employees after the close of the Plan Year (but by March 15
        after the close of the calendar year) to which the Deferred Compensation
        Contributions and Employer Match Contributions relate. In determining
        the amount of the distributions under this Section, the Administrator
        shall use the leveling method described in subsection (e).

                (c)     The amount of income attributable to Excess
        Contributions or Excess Aggregate Contributions is that portion of the
        income on the Participant's Account to which the contributions were
        allocated for the Plan Year that bears the same ratio as the amount of
        Excess Contributions or Excess Aggregate Contributions for the Plan Year
        bears to the total balance of that Account. Such calculations shall be
        made in accordance with Treasury Regulations sections 1.401(k)-1(f)(4)
        and 1.401(m)-1(e)(3).

                (d)     The distributions required under this Section may be
        made without the consent of the Participant or his spouse and may be
        made without regard to any Qualified Domestic Relations Order, as
        described in Section 12.2.

                (e)     Effective for Plan Years beginning on or after January
        1, 1997, the leveling method of reducing an Employee's Excess
        Contributions and an Employee's Aggregate Contributions means the method
        of reducing the Excess Contributions and Excess Aggregate Contributions
        of Highly Compensated Employees as described in Code section
        401(k)(8)(C) and 401(m)(6)(C), respectively, and the treasury
        regulations promulgated thereunder.

                                       23
<PAGE>

                (f)     The amount of Excess Contributions determined under
        Section 3.6 shall be reduced by Deferred Compensation Amounts exceeding
        the $10,500 limitation (as adjusted by the Adjustment Factor), which
        were previously distributed for the taxable year ending in the same Plan
        Year.

        3.9.    Non-Reversion: It shall be impossible, at any time before
satisfaction of all liabilities with respect to Participants and their
Beneficiaries, for any part of the principal or income of the Trust Fund to be
used for, or diverted to, purposes other than for the exclusive benefit of such
Participants and their Beneficiaries. However, the Employer's contribution under
the Plan for any Plan Year shall be conditioned upon (i) the Plan initially
being a qualified plan under Code section 401(a) for such Plan Year, and (ii)
the contribution being deductible under Code section 404. If, after the
Employer's contribution has been made, it is determined that a condition
described in (i) or (ii) was not satisfied with respect to such contribution, or
that all or a portion of such contribution was made under a mistake of fact, the
Trustee shall refund to the Employer, within one year of the date the
contribution is remitted to the Trustee, if such contribution is made by reason
of a mistake of fact, or within one year of the denial of qualification or
disallowance of the deduction, the amount of the contribution that was affected
by the mistake of fact, or by a condition described in (i) or (ii) not being
satisfied, subject to the following rules:

                (a)     The Trustee shall be under no obligation to make such
        refund unless a written direction to make the refund, signed by an
        authorized representative of the Employer, is submitted to the Trustee.

                (b)     Earnings attributable to the refundable amount shall
        not be refunded, but the refundable amount shall be reduced by a
        proportionate share of any losses of the Trust from the date of
        crediting by the Trustee to the date of segregation.

                (c)     The Trustee shall be under no obligation to verify that
        the refund is allowable or timely and shall be entitled to rely on the
        Employer's written direction to act.


                                       24



<PAGE>

                ARTICLE IV - PARTICIPANT VOLUNTARY CONTRIBUTIONS

        4.1.    Participant Voluntary Post-Tax Contributions. Voluntary post-tax
contributions by Participants shall be permitted. A Participant may elect in
accordance with rules prescribed by the Administrator to make Post-Tax
Contributions to the Plan. Post-Tax Contributions may be made by payroll
withholding, as determined by the Administrator. If the Participant does not
already have an investment election on file with the Administrator, his election
to make Post-Tax Contributions to the Plan shall include his election as to the
investment of his contributions. A Participant's election to make Post-Tax
Contributions by payroll withholding may be made effective as of any date
occurring on or after the date on which he becomes a Participant. Post-Tax
Contributions by payroll withholding shall commence with the first payroll
period beginning on or after the date on which the Participant's election is
effective.

        4.2.    Amount of Post-Tax Contributions. The amount of Post-Tax
Contributions made by a Participant shall be an integral percentage of his
Compensation of not less than one-half of one percent (0.5%) nor more than
sixteen percent (16%) (twelve percent (12%) if the Participant is a Highly
Compensated Employee or is employed by Veridian Systems Division, Inc. or
Veridian Systems Incorporated), in increments of one-tenth of one percent
(0.1%). The total amount of the Post-Tax Contributions and Deferred Compensation
Contributions made by, or on behalf of, a Participant in a Plan Year shall not
exceed sixteen percent (16%) of Compensation (or twelve percent (12%) if the
Participant is a Highly Compensated Employee or is employed by Veridian Systems
Division, Inc. or Veridian Systems Incorporated). The Administrator may
establish a lower percentage limit on Post-Tax Contributions or on the total
amount of Post-Tax Contributions and Deferred Compensation Contributions for
Participants who are Highly Compensated Employees.

        4.3.    Changes in Payroll Withholding Authorization. A Participant may
change the percentage of his future Compensation that he contributes to the Plan
as Post-Tax Contributions by payroll withholding at such time or times during
the Plan Year, by such method as the Administrator may prescribe, and made such
number of days prior to the date such change is to become effective as the
Administrator shall prescribe. A Participant who changes his payroll withholding
authorization shall be limited to selecting a percentage of his Compensation
that is otherwise permitted under Section 4.2. Post-Tax Contributions shall be
made pursuant to a Participant's amended payroll withholding authorization filed
in accordance with this Section 4.3 commencing with Compensation paid to the
Participant on or after the date such filing is effective, until otherwise
altered or terminated in accordance with the Plan.

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

                                       25



<PAGE>

        4.5.    Resumption of Post-Tax Contributions by Payroll Withholding. A
Participant who has voluntarily suspended his Post-Tax Contributions made by
payroll withholding in accordance with Section 4.4 may have such contributions
resumed at such time or times during the Plan Year as the Administrator may
prescribe, by such method as the Administrator may prescribe, and made by such
number of days prior to the date as of which such contributions are to be
resumed as the Administrator shall prescribe.


                                       26
<PAGE>

               ARTICLE V - ALLOCATION OF CONTRIBUTIONS AND INCOME

        5.1.    Participant Account.

                (a)     Except as provided under Section 3.1, each Participant
        shall have one Account established and maintained for each of the
        Participant's (i) Deferred Compensation Contributions, (ii) Employer
        Match Contributions, (iii) Employer Supplemental Contributions, (iv)
        Rollover Contributions pursuant to Article XVIII, (v) Stock Fund
        amounts, (vi) Post-Tax Contributions, (vii) a Veda ESOP Balance, and
        (viii) such other accounts as determined by the Committee.

                (b)     Such Accounts shall reflect all interest, dividends, and
        other income and losses of the Trust, and the realized and unrealized
        gains and losses of the Trust, as are properly allocable to the
        Participant's Account.

        5.2.    Allocation of Employer Contributions and Forfeitures. Except as
provided in Exhibit C, Employer contributions and Forfeitures shall be allocated
to each Participant's Account for each Plan Year as of the Plan Year End Date as
follows, or as otherwise described:

                (a)     With respect to the Employer Match Contribution, the
        Trustee shall allocate, as of the last day of each calendar quarter, to
        each Participant's Account an amount which will match 100% of the
        Participant's Deferred Compensation Amounts and Post-Tax Contributions
        for the calendar quarter up to the first 3% of the Participant's
        Compensation for the calendar quarter; provided, however, that the
        Participant must be employed by the Employer on the Quarter End Day to
        receive an Employer Match Contribution, and further provided that the
        Trustee shall not allocate to any Participant any amounts with respect
        to Deferred Compensation Amounts required to be distributed under
        Section 3.8.

                (b)     With respect to the Deferred Compensation Contribution,
        the Trustee shall allocate to each Participant's Account an amount equal
        to each such Participant's Deferred Compensation Contribution for the
        Plan Year, provided that the amount shall not exceed ten thousand five
        hundred dollars ($10,500) or such other amount as may be permitted by
        Code section 402(g)(1) (as adjusted by the Adjustment Factor).

                (c)     With respect to Profit Sharing Contributions, such
        contributions shall be allocated to an eligible Participant's Account as
        of the last Valuation Date of each calendar quarter according to a ratio
        the numerator of which is the Participant's Compensation for the
        calendar quarter and the denominator of which is total Compensation paid
        to all eligible Participants for the calendar quarter.

                (d)     With respect to Discretionary Contributions, such
        contributions shall be allocated to an eligible Participant's Account as
        of the last Valuation Date of each Plan Year according to a ratio the
        numerator of which is the Participant's Compensation for


                                       27


<PAGE>

        the Plan Year and the denominator of which is total Compensation paid to
        all eligible Participants for the Plan Year.

                (e)     With respect to Forfeitures, Forfeitures shall be used
        to reduce the Employer Match Contribution as of the next date for
        allocation of the Employer Match Contribution. Any remaining Forfeitures
        shall be used to pay expenses of the Plan.

        5.3.    Allocation of Net Income, Gain or Loss of the Trust. The Trustee
shall adjust proportionately each Participant's Account so as to reflect the
total net income or loss of the Account on each Valuation Date and any increase
or decrease in the value of the Account since the last Plan Year End Date or
prior Valuation Date, and to reflect any distributions, withdrawals, or loans
made since the preceding Plan Year End Date or prior Valuation Date and not yet
deducted. The allocation shall be made to each Participant's Account in
accordance with any reasonable individual accounting method prescribed by the
Trustee.

        5.4.    Valuation of Trust Assets. Except as provided under Article XIX
regarding Company Stock, the Trust assets shall be valued by the Trustee daily
at their then fair market value.

        5.5.    Recordkeeping and Trust Administration. The Trustee shall keep
appropriate books and records showing the respective interests of all
Participants hereunder. The Trustee shall hold and administer all of the
Accounts either (i) as individual accounts or (ii) as a common trust fund of
Accounts in which case the interest of each Participant in the fund shall be an
undivided interest until said interest shall have been fully distributed as
herein provided.

                                       28


<PAGE>


                    ARTICLE VI - LIMITATIONS ON ALLOCATIONS

        6.1.    Annual Addition.

                (a)     Effective for Plan Years beginning on or after January
        1, 1995, notwithstanding any other provision of this Plan to the
        contrary, the total amount of the Annual Addition (defined below) that
        may be allocated to the Accounts of any Participant for any Limitation
        Year shall not exceed the lesser of (i) $30,000, as adjusted by the
        Adjustment Factor or (ii) 25% of the Participant's Section 415
        Compensation.

                (b)     For purposes of this Section, the term "Annual Addition"
        means the total of the following amounts credited to the Participant's
        Accounts: (i) the Employer Match Contributions, (ii) the Employer
        Supplemental Contributions for the Plan Year, (iii) the Deferred
        Compensation Contributions for the Plan Year, (iv) the forfeitures
        allocated to the Participant's Account, if any, and (v) amounts
        described in Code sections 415(l)(1) and 419A(d)(2).

                (c)     If the Annual Addition to a Participant's Account in any
        Limitation Year exceeds the limitation of this Section, then the amounts
        that would have been credited to his Account but for this Section in
        excess of the limitation shall be administered as follows:

                        (i)     Any excess amount attributable to Deferred
                Compensation Contributions shall be returned to the Participant;

                        (ii)    Any excess amount attributable to Employer
                contributions shall be deemed to be a forfeiture as of the end
                of the Plan Year to which the limitation applies and shall be
                reallocated among the Accounts of Participants (other than
                Participants to whom the limitation applies) as a forfeiture as
                of the next succeeding Plan Year End Date in such manner that no
                allocation to an Account exceeds the limitation imposed by this
                Section; and

                        (iii)   If the limitation imposed by this Section
                continues to be exceeded with respect to each Participant, then
                the excess amount as finally determined shall be held
                unallocated in a suspense account. The amount held in the
                suspense account shall be allocated, as of the end of the next
                following Plan Year, and succeeding Plan Years as necessary
                among the Accounts of Participants entitled to an allocation as
                of that date. The allocation as of the end of the next following
                Plan Year shall be made before any contributions that would
                constitute Annual Additions are made to the Plan for that Plan
                Year. The suspense account shall not be subject to adjustment
                for investment gains or losses. Upon termination of the Plan,
                the assets of any suspense account then in existence shall be
                returned to the Employer.


                                       29
<PAGE>

                        (d)     If the Employer and Affiliated Group maintain
        more than one defined contribution plan qualified under Code section
        401, then this Section shall be applied in such a way that the total
        Annual Addition under all such plans shall not exceed the amount
        specified in subsection (a).

        6.2.    Benefit Limitations - Multiple Plans. For Plan Years beginning
before January 1, 2000, if an Employee is a Participant in one or more defined
benefit plans and one or more defined contribution plans maintained by the
Employer or an Affiliated Group, then the sum of his "defined benefit plan
fraction" (defined below) and his "defined contribution plan fraction" (defined
below) for any Limitation Year as applied to the plans shall not exceed 1.0.
Either the benefits provided under the defined benefit plans or the
contributions made to the defined contribution plans shall be reduced to the
extent necessary to comply with this limitation. For purposes of this Section:

                (a)     The "defined benefit plan fraction" for any Limitation
        Year is a fraction, the numerator of which is the Participant's
        projected annual benefit under all defined benefit plans of the Employer
        and Affiliated Group (determined as of the close of the Limitation
        Year), and the denominator of which is the lesser of:

                        (i)     The product of 1.25 multiplied by $90,000 (or
        such other amount as is permitted or required to be used under Code
        section 415(e)); or

                        (ii)    The product of 1.4 multiplied by 100% of the
                Participant's average Section 415 Compensation from the Employer
                for the three consecutive years that will produce the highest
                average.

        The $90,000 amount referenced above shall be adjusted at the same time
        and in the same manner as required by Code section 415(e).

                (b)     The "defined contribution plan fraction" for any
        Limitation Year is a fraction, the numerator of which is the sum of the
        "annual additions" (defined below) to the Participant's accounts as of
        the close of the Limitation Year under this Plan and all other defined
        contribution plans of the Employer and Affiliated Groups and the
        denominator of which is the sum of the lesser of the following amounts
        determined for the Limitation Year and for each previous Year of Service
        with the Employer and Affiliated Groups:

                        (i)     The product of 1.25 multiplied by the dollar
                limitation in effect under Code section 415(c)(1)(A); or

                        (ii)    The product of 1.4 multiplied by 25% of the
                Participant's Section 415 Compensation for the Plan Year.

                (c)     "Annual additions" means the following allocations to a
        Participant's account in a defined contribution plan: (i) Deferred
        Compensation Contributions, (ii)

                                       30
<PAGE>

        Employer contributions, (iii) forfeitures, and (iv) 100% of the
        Participant's voluntary contributions, if any.

                (d)     As an alternative to the foregoing, in determining the
        limits of this Section, the Administrator may use any method permissible
        under Code section 415.

                (e)     For any Plan Year in which the Plan is Top Heavy, the
        1.25 amount described above shall be changed to 1.0 unless:

                        (i)     The sum of the present value of accrued
                benefits and account balances of Key Employees under all plans
                aggregated pursuant to Section 1.49 does not exceed 90% of the
                sum of the total present value of accrued benefits and account
                balances of all employees, former employees and beneficiaries in
                the plans; and

                        (ii)    The minimum accrued benefit is increased to the
                amount required by Code section 416(h).

        6.3.    Correction of Error. If an error is made in the adjustment of a
Participant's Account, the error shall be corrected by the Administrator, and
any gain or loss resulting from the correction shall be credited to the income
or charged as an expense of the Trust Fund for the Plan Year in which the
correction is made. In no event shall the Accounts of other Participants be
adjusted because of the error.

        6.4.    Trust as Single Fund. The creation of separate Accounts for
accounting and bookkeeping purposes shall not restrict the Trustee in operating
the Trust as a single Fund.



                                       31
<PAGE>

ARTICLE VII - BENEFITS AND METHODS OF PAYMENTS

        7.1.    Benefits Generally. Except as provided in Section 7.9 below,
benefits shall be distributable from the Trust to a Participant or Beneficiary,
if applicable, only upon the following occasions (the "Distribution Event"):

                (a)     Termination of Employment of the Participant (see
        Article VIII);

                (b)     Retirement of the Participant (see Article IX);

                (c)     Total and Permanent Disability of the Participant (see
        Article IX);

                (d)     Death of the Participant (see Article X);

                (e)     Hardship of the Employee (see Section 7.8);

                (f)     Termination of the Plan without establishment or
        maintenance of another defined contribution plan by the Employer (other
        than an employee stock ownership plan) (see Section 7.3(e)(iv)); or

                (g)     Attainment of Age 59-1/2 (see Section 7.9).

        7.2.    Value of Benefit. The amount of the benefit for a Participant
under the Plan shall be that which can be provided by distributing the value of
his or her Account. The value of the Participant's Account shall be the value as
of the last Valuation Date on or before distribution of such benefit plus any
Deferred Compensation Contributions made to such Account after such Valuation
Date but made on or before the date of distribution of the Account.

        7.3.    Commencement of Benefits.

                (a)     Subject to the following subsections and to the extent
        required by law, a Retired or Deceased Participant's vested account
        balance shall be distributed (or shall begin to be distributed) as soon
        as administratively practicable following the date on which the
        Participant retires or dies.

                (b)     If the distribution is to be made before the
        Participant's Normal Retirement Date, the Participant must consent to
        the distribution before it may be made. If the Participant does not
        consent to the distribution, and does not later elect to receive a
        distribution, the Participant's Account balance will be held in the
        Trust Fund until his Normal Retirement Date, and then will be
        distributed.

                (c)     Effective for Plan Years beginning on or after
        January 1, 1997, each Participant's Account must begin to be distributed
        in accordance with the following rules, except as otherwise permitted by
        law:


                                       32




<PAGE>

                        (i)     If the Participant is not a 5% Owner, the
                Participant's Account must be distributed (or must begin to be
                distributed) by the April 1 following the later of (x) the
                calendar year in which the Participant attains Age 70-1/2, or
                (y) the calendar year in which the Participant retires.

                        (ii)    If the Participant is a 5% Owner, the
                Participant's Account must be distributed (or must begin to be
                distributed) not later than the April 1 following the calendar
                year in which the Participant attains Age 70-1/2.

        These rules apply notwithstanding any other provision in the Plan to the
        contrary. Distributions under this Section shall be made in accordance
        with Code section 401(a)(9) and any regulations thereunder. The
        Participant may elect whether life expectancy will be redetermined
        annually as provided in Code section 401(a)(9)(D); if no such election
        is made, life expectancy will not be recalculated.

                (d)     Notwithstanding the foregoing, and unless the
        Participant otherwise consents, distributions must generally commence
        not later than 60 days following the close of the Plan Year in which
        occurs the latest of:

                        (i)     The date the Participant attains Age 65;

                        (ii)    The 10th anniversary of the date on which the
                Participant first commenced participation in the Plan; or

                        (iii)   The date on which the Participant separates from
                service.

                (e)     Notwithstanding anything in the Plan to the contrary,
        in no event may a Participant's Deferred Compensation Contributions
        Account be distributed before:

                        (i)     The Participant incurs a Total and Permanent
                Disability, terminates employment, attains Age 59-1/2, or incurs
                a Hardship;

                        (ii)    The Participant transfers employment to an
                employer that has purchased substantially all of the assets used
                by the Participant's former employer in his trade or business;

                        (iii)   The Participant is and continues to be employed
                by a corporation that was formerly a subsidiary of an Employer
                or Affiliated Group and whose stock has been sold; or

                        (iv)    The Plan is terminated and the Employer does not
                maintain another defined contribution plan (other than an
                employee stock ownership plan).

        This Section shall be interpreted to comply with Code section 401(k).


                                       33
<PAGE>

                (f)     An Alternate Payee shall be entitled to receive a
        distribution from a Participant's Account (pursuant to a Qualified
        Domestic Relations Order and the terms of Section 12.2), notwithstanding
        the fact that the Participant is not currently eligible to receive a
        distribution from the Plan. The distribution must be made in accordance
        with the procedures described in Code section 414(p), and if the
        distribution would exceed $5,000, the Alternate Payee must consent to
        the distribution. For purposes of the preceding sentence, the $5,000
        limit shall be effective for Plan Years beginning after August 5, 1997
        and shall be applied in accordance with applicable Treasury Regulations.
        Should an Alternate Payee not receive a distribution under this Section
        and elect, instead, to maintain an Account in the Plan, the provisions
        of Section 11.3(c) with respect to required beginning dates shall apply
        to the Alternate Payee as if he were a Participant. In no event will an
        Alternate Payee be permitted to receive a distribution under this
        subsection if the Participant is not 100% vested in his Account.

        7.4.    Form of Benefit Payments.

                (a)     Except as provided in Section 7.4(b) or (d), or as
        provided in Exhibit C, the Trustee shall distribute to the Participant
        (or Beneficiary) his or her Account balance according to one of the
        following payment methods selected by the Participant (or the
        Beneficiary if the Participant is not living):

                        (i)     Distribution in a lump sum;

                        (ii)    Distribution in regular installments over a
                period of years not to exceed the life expectancy of the
                Participant or the life expectancies of the participant and his
                or her designated Beneficiary;

                        (iii)   A combination of cash payment at retirement and
                regular installments thereafter; or

                        (iv)    Any such other payment method that is not a life
                annuity.

        If a distribution to a Participant is made in other than a lump sum, the
        balance remaining in the Participant's Account shall share in the
        allocation of income and increase in equity of the Trust, but in no
        event shall such Account share in the allocation of Employer
        contributions or in forfeitures (if any). The Trustee shall establish a
        reasonable method for such allocation.

                (b)     With respect to each Participant who has a Calspan
        Account Balance, an ERIM Account Balance, or a Pacific-Sierra Account
        Balance the following shall also be available as an optional form of
        benefit with respect to the Participant's Calspan Account Balance, ERIM
        Account Balance, and Pacific-Sierra Account Balance:

                        (i)     Any Participant who is entitled to a
                distribution on or after his attainment of Age 60 may elect to
                receive distribution in the form of an annuity


                                       34


<PAGE>

                contract. If such an election is made, distribution shall be
                made through the purchase of a single premium, nontransferable
                annuity contract for such term and in such form as the
                Participant shall select, subject to the provisions directly
                following. The terms of any annuity contract purchased hereunder
                and distributed to a Participant shall comply with the
                requirements of the Plan.

                        If a Participant elects to receive distribution through
                the purchase of an annuity contract, distribution shall be made
                to such Participant through the purchase of an annuity contract
                that provides for payment in one of the following automatic
                annuity forms, unless the Participant elects a different type of
                annuity:

                                (1)     The automatic annuity form for a
                        Participant who is married on his annuity starting date
                        is the 50% qualified joint and survivor annuity.

                                (2)     The automatic annuity form for a
                        Participant who is not married on his annuity starting
                        date is the single life annuity.

                The term annuity starting date shall mean the first day of the
                first period for which an amount is paid as an annuity or any
                other form. A Participant's election of an annuity other than
                the automatic annuity form shall not be effective unless it is a
                qualified election; provided, however, that spousal consent
                shall not be required if the form of annuity elected by the
                Participant is a qualified joint and survivor annuity. A
                Participant who has elected the optional annuity form of payment
                can revoke or change his election only pursuant to a qualified
                election.

                        (ii) Qualified Preretirement Survivor Annuity
                Requirements. If a married Participant elects to receive
                distribution through the purchase of an annuity contract and
                dies before his annuity starting date, his spouse shall receive
                distribution of the value of the Participant's vested interest
                in his Participant Account through the purchase of an annuity
                contract that provides for payment over the life of the
                Participant's spouse, provided that such spouse has been married
                to the Participant for at least 120 days on the Participant's
                date of death. A Participant's spouse may elect to receive
                distribution in a single sum instead of in the qualified
                preretirement survivor annuity form. If a married Participant's
                Beneficiary designation on file with the Administrator
                designates a non-spouse Beneficiary, the designation shall
                become inoperative upon the Participant's election to receive
                distribution through the purchase of an annuity contract, unless
                either (i) the Participant files a new designation of
                Beneficiary form with the Administrator or (ii) the Participant
                dies prior to his annuity starting date and his spouse is not
                entitled to a qualified preretirement survivor annuity hereunder
                because such spouse was not married to the Participant for at
                least 120 days as of the Participant's date of death. A
                Participant can only designate a non-spouse Beneficiary to
                receive distribution of that portion of his Participant Account



                                       35
<PAGE>

                otherwise payable as a qualified preretirement survivor annuity
                pursuant to a qualified election.

                        (iii)   Notice Regarding Forms of Payment. Within the 60
                day period ending 30 days before a Participant's annuity
                starting date, the Administrator shall provide him with a
                written explanation of his right to defer distribution until his
                Normal Retirement Date, his right to make a direct rollover, and
                the forms of payment available under the Plan, including a
                written explanation of (i) the terms and conditions of the
                automatic annuity form applicable if the Participant elects to
                receive distribution through the purchase of an annuity
                contract, (ii) the Participant's right to choose a form of
                payment other than the automatic annuity form or to revoke such
                choice, and (iii) the rights of the Participant's spouse.
                Distribution of the Participant's Account may commence less than
                30 days after such notice is provided to the Participant if (i)
                the Participant has not at any time elected the optional annuity
                form of payment, (ii) the Administrator clearly informs the
                Participant of his right to consider his election of whether or
                not to make a direct rollover or to receive a distribution prior
                to his Normal Retirement Date and his election of a form of
                payment for a period of at least 30 days following his receipt
                of the notice, and (iii) the Participant, after receiving the
                notice, affirmatively elects an early distribution in a form
                other than the optional annuity form of payment.

                        In addition, the Administrator shall provide such a
                Participant with a written explanation of (i) the terms and
                conditions of the qualified preretirement survivor annuity, (ii)
                the Participant's right to designate a non-spouse Beneficiary to
                receive distribution of that portion of his Participant Account
                otherwise payable as a qualified preretirement survivor annuity
                or to revoke such designation, and (iii) the rights of the
                Participant's spouse. The Administrator shall provide such
                explanation within one of the following periods, whichever ends
                last:

                                (1)     the period beginning with the first day
                        of the Plan Year in which the Participant attains Age 32
                        and ending on the last day of the Plan Year preceding
                        the Plan Year in which the Participant attains Age 35;

                                (2)     the period beginning 12 calendar months
                        before the date an individual becomes a participant and
                        ending 12 calendar months after such date; or

                                (3)     the period beginning 12 calendar months
                        before the date the Participant elects to receive
                        distribution through the purchase of an annuity contract
                        and ending 12 calendar months after such date;

                provided, however, that, in the case of a Participant who
                separates from service prior to attaining Age 35, the
                explanation shall be provided to such Participant within the
                period beginning 12 calendar months before the Participant's


                                       36
<PAGE>

                separation from service and ending 12 calendar months after his
                separation from service.

                (c)     Notwithstanding the foregoing, with respect to payments
        under Section 7.4(b), the Participant (and Spouse, if required) may
        elect an annuity starting date that is within less than 30 days from the
        receipt of the written explanation described above so long as the
        following conditions are met: the Participant is informed that he has at
        least 30 days to consider whether to waive the qualified joint and
        survivor annuity or single life annuity and consent to a form of
        distribution other than a qualified joint and survivor annuity or single
        life annuity; distribution does not begin before the expiration of the
        seven day period that begins the day after the election of the qualified
        joint and survivor annuity or single life annuity is provided to the
        Participant; the Participant is permitted to revoke an affirmative
        distribution election at least until the annuity starting date, or, if
        later, at any time prior to the expiration of the seven day period that
        begins the day after the notice of this Section is provided to the
        Participant; and the Participant makes an affirmative election to that
        effect.

                        (i)     Election Periods. The election periods shall be
                as follows:

                                (1)     The period during which a Participant
                        may elect not to receive the qualified joint and
                        survivor annuity or single life annuity shall be the
                        period beginning 90 days before the annuity starting
                        date and ending on the annuity starting date.

                                (2)     The period during which a Participant
                        may elect not to receive the qualified pre-retirement
                        survivor annuity shall be the period beginning on the
                        first day of the Plan Year during which the Participant
                        attains Age 35 and ending on the date of the
                        Participant's death. However, if a Participant
                        terminates employment before Age 35, his election period
                        shall begin on his termination date.

        Each of the elections described above may be made or revoked by the
        Participant with his Spouse's consent at any time during the applicable
        election period; however, Spousal consent to an election shall be
        irrevocable after it has been given.

                (d)     With respect to each Participant who has a Veda ESOP
        Balance, the provisions of Section 19.4(b) shall also be available as an
        optional form of benefit with respect to the Participant's Veda ESOP
        Balance.

        7.5.    Payment of Benefits to Minors and Incompetents.

                (a)     If any person entitled to receive payment under the
        Plan is a minor, the Administrator shall pay the amount in a lump sum
        directly to the minor, to a guardian of the minor, or to a custodian
        selected by the Trustee under the appropriate Uniform Transfers to
        Minors Act.

                                       37
<PAGE>

                (b)     If a person who is entitled to receive payment under the
        Plan is physically or mentally incapable of personally receiving and
        giving a valid receipt for any payment due (unless a previous claim has
        been made by a duly qualified committee or other legal representative),
        the payment may be made to the person's spouse, son, daughter, parent,
        brother, sister or other person deemed by the Administrator to have
        incurred expense for the person otherwise entitled to payment.

        7.6.    Unclaimed Benefits. If a Participant who is entitled to a
distribution cannot be located and the Administrator has made reasonable efforts
to locate the Participant, then the Participant's Vested Interest in his Account
shall be forfeited. The Administrator will be deemed to have made reasonable
efforts to locate the Participant if the Administrator is unable to locate the
Participant (or, in the case of a deceased Participant, his Beneficiary) after
having made two successive certified or similar mailings to the last address on
file with the Administrator and having made two attempts to locate the
Participant through the Social Security Administration or other government
agency. The Participant's Account shall be forfeited as of the last day of the
Plan Year in which occurs the close of the 12 consecutive calendar month period
following the last of the location attempts. If the Participant or Beneficiary
makes a written claim for the Vested Interest after it has been forfeited, the
Administrator shall cause the Vested Interest to be reinstated.

        7.7.    Eligible Rollover Distributions.

                (a)     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 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.

                (b)     Definitions.

                        (i)     Eligible rollover distribution: An eligible
                rollover distribution is 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: 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; any distribution to the extent such
                distribution is required under Code section 401(a)(9); hardship
                distributions described in Section 7.8 made on or after January
                1, 1999; and the portion of any distribution that is not
                includible in gross income (determined without regard to the
                exclusion for net unrealized appreciation with respect to
                employer securities).

                        (ii)    Eligible retirement plan: An eligible retirement
                plan is an individual retirement account described in Code
                section 408(a), an individual


                                       38
<PAGE>

                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.

                        (iii)   Distributee: A distributee includes 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.

                        (iv)    Direct rollover: A direct rollover is a payment
                by the Plan to the eligible retirement plan specified by the
                distributee.

        7.8.    Hardship Distributions.

                (a)     A Participant may request a withdrawal from his Deferred
        Compensation Contributions Account if the Participant has incurred
        Hardship. The determination of Hardship shall be made by the
        Administrator in a uniform and nondiscriminatory manner in accordance
        with such standards as may be promulgated from time to time by the
        Internal Revenue Service. A Participant may withdraw from his Deferred
        Compensation Contributions Account due to Hardship any funds up to the
        sum of his Account balance as of September 30, 1988 under a Prior Plan
        plus actual Deferred Compensation Contributions made to the Account
        after September 30, 1988 under a Prior Plan or this Plan and reduced by
        any prior Hardship withdrawals under a Prior Plan or this Plan and by
        any amount in the Participant's Stock Fund Account. The maximum amount
        that a Participant may withdraw under this section is exclusive of any
        earnings credited to the Deferral Contributions Account after January 1,
        1989 under a Prior Plan or this Plan. Withdrawals may be made for no
        less than $500.

                (b)     A distribution will be deemed necessary to satisfy an
        immediate and heavy financial need of the Participant 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 of the Participant;

                        (ii)    The Participant has obtained all distributions,
                other than Hardship withdrawals, and all non-taxable loans
                currently available under all plans maintained by the Employer;

                        (iii)   The Participant's Deferred Compensation Amounts,
                elective deferrals and contributions, and employee contributions
                under all other plans maintained by the Employer (within the
                meaning of Treasury Regulation section


                                       39
<PAGE>

                1.401(k)-1(d)(2)(iv)(B)(4)) will be suspended for 12 months
                after receipt of the withdrawal; and

                        (iv)    The Participant may not defer Deferred
                Compensation Amounts for the calendar year that immediately
                follows the year of the withdrawal in excess of the applicable
                limit on Deferred Compensation Amounts for the calendar year,
                minus the amount of the Participant's Deferred Compensation
                Amounts for the year in which the withdrawal is made.

                (c)     A Participant who wishes to make a withdrawal shall
        apply to the Administrator, on forms provided by the Administrator. The
        Participant must furnish such information in support of his application
        as may be requested by the Administrator. The Administrator shall
        determine the amount of withdrawal, if any, that shall be made and may
        direct distribution of as much of the Participant's Account as it deems
        necessary to alleviate or to help alleviate the Hardship.

                (d)     All withdrawals made pursuant to this Section shall be
        made as soon as practicable after the Administrator approves the
        withdrawal. All withdrawals shall be based on Account values as of the
        Valuation Date immediately preceding the date that authorized
        distribution directions are received by the Trustee from the
        Administrator. The Administrator may not authorize a hardship withdrawal
        in excess of the amount deemed necessary to alleviate the Hardship, plus
        amounts necessary to pay federal, state or local income taxes or
        penalties incurred as a result of the distribution.

                (e)     The Administrator may adopt additional policies and
        procedures regarding Hardship withdrawals, which are incorporated in
        this Plan by reference, and which will be available from the
        Administrator.

        7.9.    Withdrawals While Employed. A Participant who is employed by the
Employer may elect, under procedures established by the Administrator, to make a
cash withdrawal from the Post-Tax Contributions and Rollover Contributions
Accounts (except to the extent invested in the Stock Fund Account). A
Participant may make up to two such withdrawals in each Plan Year. Distributions
of a withdrawal amount shall be made from the Participant's Accounts in the
order prescribed by the Administrator. A Participant who has attained Age 59 1/2
may withdraw from the vested portion of all his Accounts (except to the extent
invested in the Stock Fund Account), under procedures established by the
Administrator.

                                       40
<PAGE>


                      ARTICLE VIII - BENEFITS PAYABLE UPON
                            TERMINATION OF EMPLOYMENT

        8.1.    Vesting.

                (a)     Each Participant who was an Employee immediately
        preceding the Effective Date shall have a one hundred percent (100%)
        vested, non-forfeitable interest in all Accounts at all times.

                (b)     Each Employee who becomes a Participant on or after the
        Effective Date shall have a one hundred percent (100%) vested,
        non-forfeitable interest in all Accounts at all times, except as
        otherwise provided in this Section 8.1. With respect to a Participant's
        Employer Supplemental Contributions only, vesting shall occur according
        to the following schedule:

<TABLE>
<CAPTION>
                      Years of Service              Vested Interest
                      ----------------              ---------------

                         <S>                              <C>
                         Less than 2                          0%
                             2                               25%
                             3                               50%
                             4                               75%
                             5                              100%
</TABLE>

                (c)     If the Plan's vesting schedule is amended, or the Plan
        is amended in any way that directly or indirectly affects the
        computation of the Participant's nonforfeitable interest or if the Plan
        is deemed amended by an automatic change to or from a top-heavy vesting
        schedule, then each Participant with at least three Years of Service
        with the Employer may elect, within a reasonable period after the
        adoption of the amendment or change, to have the nonforfeitable
        percentage of the Participant's Account derived from Employer
        contributions computed under the Plan without regard to such amendment
        or change. The period during which the election may be made shall
        commence with the date the amendment is adopted or deemed to be made and
        shall end on the latest of:

                        (i)     60 days after the amendment is adopted;

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

                        (iii)   60 days after the Participant is issued written
                notice of the amendment by the Employer or Administrator.


                                       41
<PAGE>



        8.2.    Benefits of the Terminated Participant.

                (a)     If an Active Participant terminates service with the
        Employer for any reason other than death, Retirement or Total and
        Permanent Disability, such Participant shall become a Terminated
        Participant.

                (b)     A Terminated Participant shall be entitled to a benefit
        equal to the credit in the Terminated Participant's Account valued as of
        the Valuation Date coinciding with the Participant's termination of
        service. Termination benefits shall be made available as soon as
        practicable after the Valuation Date coinciding with or next following
        the Participant's termination of service, but only after timely
        authorized distribution directions are received by the Trustee from the
        Administrator. If the Terminated Participant's Vested Interest exceeds
        $5,000, the Participant can be cashed out only with his or her consent,
        subject to the payment provisions of Section 7.3. For purposes of the
        preceding sentence, the $5,000 limit shall be effective for Plan Years
        beginning after August 5, 1997 and shall be applied in accordance with
        applicable Treasury Regulations. Notwithstanding the above, payment of
        benefits related to a Participant's Stock Fund Account shall be limited
        pursuant to Section 19.4.




                                       42
<PAGE>

                     ARTICLE IX - RETIREMENT AND DISABILITY

        9.1.    Normal Retirement. A Participant shall be one hundred percent
(100%) vested upon his or her 65th birthday. A Participant who retires upon
reaching Normal Retirement Date shall receive a distribution of his or her
retirement benefit in the manner and form of settlement provided for in Section
7.3.

        9.2.    Disability Retirement. If an Active Participant incurs a Total
and Permanent Disability, such Participant shall thereupon retire, such date to
be known as the Disability Retirement Date. Such Participant shall be one
hundred percent (100%) vested in his or her Account and it shall be distributed
to him or her in the manner and form of settlement provided for in Section 7.3.

        9.3.    Deferred Retirement. A Participant who continues in the active
employment of the Employer after his or her Normal Retirement Date may retire on
the last day of any subsequent month, in which event the Participant shall
continue as an Active Participant of the Plan until actual retirement, such date
to be known as his or her deferred Retirement Date.


                                       43
<PAGE>

                    ARTICLE X - BENEFITS PAYABLE UPON DEATH

        10.1.   Death of Active Participant. Upon the death of an Active
Participant prior to actual retirement, one hundred percent (100%) of the
Deceased Participant's Account on the date of death shall be paid to the
Participant's Beneficiary in accordance with Section 7.3.

        10.2.   Death of Terminated Participant. Upon the death of a Terminated
Participant before distribution of any Vested Interest in the Account has
commenced to the Participant, the Participant's Beneficiary shall be paid the
undistributed portion of such Account in accordance with Section 7.3. If the
Terminated Participant should die while receiving distributions from the Plan,
the balance of the Participant's nonforfeitable accrued benefit shall be paid to
the Participant's Beneficiary in accordance with Section 7.3 at least as rapidly
as under the method of payment being used under Section 7.3 as of the date of
the Terminated Participant's death.

        10.3.   Death of Retired Participant. Should a Retired Participant die
while receiving distributions from the Plan, his or her Beneficiary shall be
paid the undistributed portion of the Participant's Account on the date of death
in accordance with Section 7.3, which shall be distributed at least as rapidly
as the method being used under Section 7.3 as of the date of the Retired
Participant's death.

        10.4.   Designation of Beneficiary.

                (a)     The provisions of this Section 10.4 are subject to the
        provisions of Section 7.4(b) with respect to a Calspan Account Balance,
        an ERIM Account Balance, and a Pacific-Sierra Account Balance. If the
        Participant is not married, the Beneficiary is the person designated by
        the Participant to receive benefits payable as a result of the
        Participant's death. If the Participant is married, the Beneficiary is
        automatically the Participant's surviving Spouse and no written
        designation is required. If the Participant is married and wishes to
        designate a Beneficiary other than his Spouse, the Spouse must consent
        to the designation of another person who will become the designated
        Beneficiary to receive benefits under the Plan. A Participant may
        designate a person or entity to be his Beneficiary by filing a properly
        completed and executed form provided by the Administrator. If a married
        Participant wishes to designate a Beneficiary other than his Spouse, the
        Beneficiary designation and spousal consent must be witnessed by a Plan
        representative or a notary public and the spouse must (i) consent to the
        designation in writing, and (ii) acknowledge the effect of such
        designation.

                (b)     If at the time of his death, the Participant has no
        surviving spouse or designated Beneficiary, the Beneficiary is:

                        (i)     First, the Participant's children and children
                of deceased children;

                        (ii)    Second, in the event (i) does not apply, the
                Participant's parents;


                                       44
<PAGE>


                        (iii)   Third, in the event neither (i) nor (ii)
                applies, the Participant's brothers and sisters and nephews and
                nieces of deceased brothers and sisters per stirpes; and

                        (iv)    Last, in the event (i), (ii) and (iii) do not
                apply, the personal representative of the Participant's estate.

                (c)     A Participant's Beneficiary is bound by the terms of the
        Plan.

        10.5.   Value of Death Benefit. The death benefit payable under this
Article shall be paid as soon as practicable after the death of the Participant.
In determining the amount of the benefit, the value of the Participant's Account
shall be the value as of the last Valuation Date coinciding with the date of
death of the Participant; but only after timely authorized distribution
directions are received by the Trustee from the Administrator.

        10.6.   Payments After Death. The following rules apply to payments
after a Participant's death:

                (a)     If a Participant dies after payments have started, then
        his remaining vested account balance, if any, must be distributed to his
        Beneficiary at least as rapidly as under the method of distribution
        elected by the Participant; and

                (b)     If a Participant dies before his vested account balance
        has begun to be distributed, then, except as provided below, his
        remaining vested account balance, if any, must be distributed within
        five years after the Participant's death. If the Participant's vested
        account balance is distributed in installment payments to (or for the
        benefit of) an individual Beneficiary, then the Participant's vested
        account balance may be distributed over the life of the Beneficiary or
        over a period not extending beyond the Beneficiary's life expectancy,
        and the payments must begin not later than one year after the
        Participant's death (or such other date as may be prescribed by Treasury
        regulations).

        10.7.   Death of Beneficiary Before Completed Distribution. If a
Beneficiary survives the deceased Participant but dies prior to receiving full
payment of all amounts distributable hereunder, the balance of such payments
shall be distributable to the contingent Beneficiary or Beneficiaries in the
order of priority designated by the deceased Participant unless the Deceased
Participant clearly designated otherwise, in writing, before his death.

                                       45
<PAGE>



                       ARTICLE XI - LOANS TO PARTICIPANTS

        11.1.   Loans. A Participant may apply, in the manner provided by the
Administrator, for a loan to be made to the Participant from his Vested Interest
in the Trust Fund, other than from amounts in his Stock Fund Account. The
Administrator has discretion to determine the number of loans that may be
outstanding at any one time to a Participant. A loan may be made to a
Participant subject to the following conditions:

                (a)     Approval of Loan. A Participant must take the full
        amount available as a loan from this Plan before receiving a loan from
        any other qualified Plan of the Employer and Affiliated Group. A loan
        may not be made to a Participant unless the Administrator approves the
        loan, acting according to uniform and nondiscriminatory standards, and
        pursuant to applicable law. The Administrator shall take into
        consideration the terms of any Qualified Domestic Relations Order in
        determining whether to approve the loan. No one serving as an
        Administrator may participate in the decision to make a loan to himself.
        Each Participant who is eligible to receive a loan under the terms of
        this Section shall receive a loan in accordance with the restrictions of
        this Section.

                (b)     Amount of Loan. A loan may be made only from a
        Participant's Vested Interest in his Account (other than his Stock Fund
        Account) and must be at least $1,000. The amount of loans outstanding to
        a Participant at any time, aggregated with the outstanding balance of
        all other loans to the Participant from all other qualified plans
        maintained by the Employer and Affiliated Group, shall not exceed the
        greater of $50,000 or 50 percent of the Participant's Vested Interest in
        his Account (determined by including the amount in his Stock Fund
        Account).

For purposes of applying the foregoing limitations, a Participant's Vested
Interest in his Account shall be determined as of the Valuation Date specified
in distribution directions received by the Trustee from the Administrator.
Overdue interest shall be deemed to be an outstanding loan.

                (c)     Non-discrimination. Loans shall be available to all
        Participants on a reasonably equivalent basis, provided that the
        Administrator may make reasonable distinctions among prospective
        borrowers on the basis of creditworthiness. Loans shall not be made
        available to Highly Compensated Employees in a greater percentage of
        their Account balances than the percentage that is available to other
        Participants.

                (d)     Security.

                        (i)     A loan to a Participant shall be secured by a
                pledge of the Participant's Account in the Trust Fund and by
                such further collateral as the Administrator deems necessary or
                desirable to assure repayment of the loan. A pledge of a
                Participant's interest in the Fund to secure a loan made from
                the Fund shall not be subject to the non-alienation requirements
                of Section 12.1.

                                       46
<PAGE>



                        (ii)    No more than 50% of the Participant's vested
                Account may be used as security for the outstanding balance of
                all Plan loans made to the Participant.

                (e)     Interest Rate. The Administrator shall establish
        interest rates under a uniform procedure and may vary the interest rates
        charged, depending on the creditworthiness of the Participant and on any
        other reasonable basis provided in regulations or other guidance issued
        by the Department of Labor.

                (f)     Term of Loan. A loan must be repaid within five years
        from the date of the loan, provided that if the loan proceeds are used
        to acquire a principal residence of the Participant, the loan repayment
        term may exceed five, but not ten, years. The borrower shall have the
        right to prepay the outstanding loan balance at any time without
        penalty.

                (g)     Distributions. If any amount is distributed from the
        Fund to a Participant or his Beneficiary while a loan to the Participant
        is outstanding, the Administrator will direct that the distributed
        amount be applied to reduce the outstanding balance of the loan. If a
        loan is a taxable distribution to a borrowing Participant, then the
        taxable amount of the loan shall be treated as a distribution from the
        Fund to the Participant.

                (h)     Loan as a Separate Investment. A loan made to a
        Participant shall be considered a separate investment of the portion of
        the Participant's Account that is equal to the outstanding balance of
        the loan. The balance in the borrowing Participant's Account shall be
        reduced by the outstanding balance of the loan for purposes of
        allocating net income and increases and decreases in the value of Fund
        assets. Interest paid on the loan shall be credited to the borrowing
        Participant's Account and shall not be considered earnings of the Fund
        for allocation purposes.

                (i)     Default. If an outstanding loan is not repaid as and
        when due, the principal of and interest on the loan shall be deducted
        from any benefit that the Participant or his Beneficiary is entitled to
        receive, however, no such deduction shall be made before the
        Participant's termination of employment.

                (j)     Expenses. All expenses incurred by the Administrator
        and the Trustee in making, administering, and collecting a loan may be
        charged against the Account of the borrowing Participant.

                (k)     Level Amortization. A loan must be amortized in level
        payments made not less frequently than quarterly over the term of the
        loan.

                (l)     Method of Loan Repayment. All loans shall be secured by
        an assignment of current pay of the borrower or other automatic payment
        arrangement approved by the Administrator sufficient to service the
        loan. Termination of the employment producing the pay or cancellation of
        the automatic payment arrangement shall constitute a default

                                       47
<PAGE>

        unless a new arrangement is in place before the next payment is due or
        such later period as determined by the Administrator.

                (m)     Suspension of Loans. Effective December 12, 1994, the
        Administrator may suspend loan repayments as permitted under the
        Uniformed Services Employment and Reemployment Rights Act of 1994
        ("USERRA") and the special rules relating to veterans' reemployment
        rights under USERRA pursuant to Code section 414(u).

                (n)     Miscellaneous. The Administrator may adopt additional
        policies and procedures regarding the granting of loans, which are
        incorporated in this Plan by reference and which will be available from
        the Administrator.

                                       48
<PAGE>

                     ARTICLE XII - ASSIGNMENT OR ALIENATION

        12.1.   Non-Alienability of Benefits. The provisions of the Plan are
intended as personal protection for the Participants. A Participant shall not
have any right to assign, anticipate, or transfer any assets held for his or her
benefit, including amounts credited to his or her Account. Except for any claim
the Trustee may have against a Participant, the benefits under the Plan shall
not be subject to seizure by legal process or be in any way subject to the
claims of the Participant's creditors. The Plan's benefits or the trust's assets
shall not be considered an asset of a Participant in the event of insolvency, or
bankruptcy. If a Participant shall attempt to assign, anticipate, or transfer
any assets held for his or her benefit, or should such benefits be received by
anyone other than the Participant or his or her designated Beneficiary, the
Trustee, in his or her sole and absolute discretion, may terminate the
Participant's interest in such benefits, and hold or apply the benefits for the
Participant, his or her spouse, children, or other dependents. This Section
shall not preclude payment of Trust assets in accordance with a Qualified
Domestic Relations Order, as described in Section 12.2, or any judgments,
orders, and decrees issued, or settlement agreements entered into, on or after
August 5, 1997, as described in Code section 401(a)(13).

        12.2.   Qualified Domestic Relations Order.

                (a)     If the Trustee or the Administrator receives a Domestic
        Relations Order that purports to require the payment of a Participant's
        benefits to a person other than the Participant, the Administrator shall
        take the following steps:

                        (i)     If benefits are in pay status, the Administrator
                shall direct the Trustee to withhold payment and to account
                separately for the amounts that will be payable to the Alternate
                Payees (defined below) if the order is a Qualified Domestic
                Relations Order (defined below).

                        (ii)    The Administrator shall promptly notify the
                named Participant and any Alternate Payees of the receipt of the
                Domestic Relations Order and of the Administrator's procedures
                for determining if the order is a Qualified Domestic Relations
                Order.

                        (iii)   The Administrator shall determine whether the
                order is a Qualified Domestic Relations Order under the
                provisions of Code section 414(p).

                        (iv)    The Administrator shall notify the named
                Participant and any Alternate Payees of its determination as to
                whether the order meets the requirements of a Qualified Domestic
                Relations Order.

                (b)     If, within 18 months beginning on the date the first
        payment would be made under the domestic relations order (the "18-Month
        Period"), the order is determined to be a Qualified Domestic Relations
        Order, the Administrator shall direct the Trustee to


                                       49
<PAGE>

        pay the specified amounts to the persons entitled to receive the amounts
        pursuant to the order.

                (c)     If, within the 18-Month Period (i) the order is
        determined not to be a Qualified Domestic Relations Order, or (ii) the
        issue as to whether the order is a Qualified Domestic Relations Order
        has not been resolved, the Administrator shall direct the Trustee to pay
        the amounts (and any interest thereon) to the Participant or other
        person who would have been entitled to such amounts if there had been no
        order.

                (d)     If an order is determined to be a Qualified Domestic
        Relations Order after the end of the 18-Month Period, the determination
        shall be applied prospectively only.


                                       50
<PAGE>

                     ARTICLE XIII - PLAN ADMINISTRATION AND
                                CLAIMS PROCEDURE

        13.1.   Plan Administration.

                (a)     The Company shall be the "Named Fiduciary" and
        Administrator within the meaning of ERISA section 402. The Administrator
        may delegate its administrative authority to a Plan Committee. The
        Administrator shall have such powers and duties as may be necessary to
        discharge his function hereunder, including, but not limited to the
        following:

                        (i)     The express discretionary authority to construe
                and interpret the Plan, decide all questions of eligibility and
                determine the amount, manner, and time of payment of any
                benefits hereunder;

                        (ii)    To make a determination as to the right of any
                person to a benefit and to afford any person dissatisfied with
                such determination the right to a hearing thereon;

                        (iii)   To receive from the Employer and from Employees
                such information as shall be necessary for the proper
                administration of the Plan;

                        (iv)    To prepare and distribute, in such manner as
                required by law or as the Administrator determines to be
                appropriate, information explaining the Plan;

                        (v)     To furnish the Employer, upon request, such
                annual reports with respect to the administration of the Plan as
                are reasonable and appropriate;

                        (vi)    To employ suitable agents and counsel, which
                may be counsel for the Employer, and pay their reasonable
                expenses and compensation.

                        (vii)   To receive and review the annual valuation of
                the Plan; and

                        (viii)  To receive and review reports of the financial
                condition and of the receipts and disbursements of the Trust
                Fund from the Trustee.

                (b)     The Administrator shall establish a funding policy and
        method for the benefit of Participants in a manner consistent with the
        objectives of the Plan and the requirements of ERISA.

                (c)     The Administrator shall assume the responsibility and
        liability for the prudence of investments directed by it under this
        Section.


                                       51
<PAGE>

                (d)     The Plan Committee may designate an employee of the
        Employer to carry out any of the Plan Committee's administrative powers
        and duties hereunder.

        13.2.   Non-Discrimination. Any discretionary acts to be taken under the
terms and provisions of this Plan by the Administrator or the Trustee shall be
uniform in their nature and application to all those similarly situated, and no
discretionary acts shall be taken which shall be discriminatory under the
provisions of the Code relating to employees pension plans as such provisions
now exist or may from time to time be amended.

        13.3.   Responsibilities of the Administrator. The Administrator shall
promptly notify the Trustee of the death, retirement, disability or termination
of a Participant and shall execute and deliver to the Trustee such forms as may
be required to carry out the provisions of this Plan. At the proper time, the
Trustee shall take appropriate action based on such notification and forms. All
notices, instructions and certifications by the Administrator to effectuate the
administration of the Plan shall be in writing signed by a duly authorized
representative of the Administrator or by a representative of the Plan Committee
on behalf of the Plan Committee. So long as the Plan is exempt under Code
section 401(a)(11) from providing joint and survivor and preretirement survivor
annuities, the Trustee shall use best efforts to ensure that the Plan is not a
direct or indirect transferee of a Plan required to provide survivor annuity
benefits.

        13.4.   Liability of Administrator. In connection with any action or
determination, the Administrator shall be entitled to rely upon information
furnished by the Employer or the legal counsel of the Employer. The
Administrator shall not be liable for any act or omission on his part except
where such action or omission is the result of his own willful misconduct. The
Company shall indemnify the Administrator against any liability or loss
sustained by him by reason of any act or failure to act in his capacity as
Administrator, if such act or failure to act is in good faith. Such
indemnification of the Administrator shall include attorney's fees, and other
costs and expenses reasonably incurred by him in defense of any action brought
against him by reason of any such act or failure to act. Nothing contained here
shall be construed as relieving the Administrator from liability to the Plan for
any breach of fiduciary duty under ERISA.

        13.5.   Recordkeeping. The Administrator shall keep a record of all its
proceedings and acts, and shall keep all such books of account, records and
other data as may be necessary for proper administration of the Plan. The
Administrator shall file or cause to be filed all such annual reports, financial
and other statements as may be required by a federal or state statute, agency or
authority within the time prescribed by law or regulation for filing such
documents. The Administrator shall furnish such reports, statements and other
documents to such Participants and beneficiaries of the Plan as may be required
by any federal or state statute or regulation within the time prescribed for
furnishing such documents.

        13.6.   Notice and Instructions of Administrator. All notices,
instructions and certifications of the Administrator required by the terms of
the Plan shall be in writing and shall be signed by the Administrator or by a
member of the Plan Committee.

        13.7.   Bonding. The Administrator and any person who handles funds or
other property of the Plan shall be bonded in compliance with ERISA. The bond
shall be equal to 10% of the

                                       52
<PAGE>

funds handled by the Administrator. The minimum bond shall be $1,000 and the
maximum bond shall be $500,000. The Employer shall pay the premium on such bond.

        13.8.   Plan Expenses. All expenses incident to the administration,
termination or protection of the Plan and Trust, including, but not limited to,
legal, accounting and Trustees fees may be paid in whole or in part by the
Employer, and any such expenses not paid by the Employer shall be paid by the
Trustee out of the principal or income of the Trust. The Plan Committee may be
paid by the Employer for services, but no individual who is a full-time Employee
of the Employer receiving full-time pay shall receive compensation for his
services from the Plan, except to the extent of reimbursement for expenses
properly and actually incurred.

        13.9.   Claim Procedure. If a claim for benefits under the Plan is
denied by the Administrator, in whole or in part, the claimant shall be
furnished within 90 days after the Administrator's receipt of the claim (or
within 180 days after such receipt if special circumstances require an extension
of time) a written notice of denial of the claim containing the following:

                (a)     Specific reason or reasons for denial;

                (b)     Specific reference to pertinent Plan provisions on which
        the denial is based;

                (c)     A description of any additional material or information
        necessary for the claimant to perfect the claim, and an explanation of
        why the material or information is necessary; and

                (d)     An explanation of the claims review procedure.

        13.10.  Appeal of Claim Denial.

                (a)     The claimant may request a review of the denial at any
        time within 60 days following the date the claimant received written
        notice of the denial of his claim. For purposes of this Section, any
        action required or authorized to be taken by the claimant may be taken
        by a representative authorized in writing by the claimant to represent
        him. The Administrator shall afford the claimant a full and fair review
        of the decision denying the claim and, if so requested, shall: (i)
        permit the claimant to review any documents that are pertinent to the
        claim; and (ii) permit the claimant to submit to the Administrator
        issues and comments in writing.

                (b)     The decision on review by the Administrator shall be in
        writing and shall be issued within 60 days (or within 120 days after
        such receipt if special circumstances require an extension of time)
        following receipt of the request for review. The decision on review
        shall include specific reasons for the decision and specific references
        to the pertinent Plan provisions on which the decision of the
        Administrator is based.

                                       53
<PAGE>

                       ARTICLE XIV - AMENDMENT OF THE PLAN

        14.1.   Employer Right to Amend Plan. The Plan and Trust hereby created
is purely voluntary on the part of the Employer. The Company expressly reserves
the right at any time and from time to time by action of its Board and without
the consent of Participants to amend this Plan and the Trust hereby created in
any respect; provided, however, that (except for such changes, if any, as may be
deemed necessary or advisable to qualify and to maintain the qualification of
this Plan and the Trust hereby created under the Internal Revenue Code) no such
amendment shall forfeit or diminish the accrued benefit of any Participant in
the Trust then in the possession of the Trustee. The Board may delegate its
authority to amend the Plan to the officers of the Company to the extent that
the Board determines is appropriate.

        14.2.   Amendment of Plan.

                (a)     Any such amendment shall be set out in an instrument in
        writing, executed on behalf of the Company by its duly authorized
        officer or officers. A copy of such amendment shall be delivered to the
        Trustee by the Company accompanied by a duly certified copy of a
        resolution of the Board authorizing such amendment.

                (b)     It shall be impossible by operation of the Trust, by
        amendment, by the happening of any contingency, by collateral agreement,
        or by any other means, for any part of the corpus or income of the Trust
        to be used for, or diverted to, (i) purposes other than the exclusive
        benefit of the Participants, or their Beneficiaries, under the Plan, or
        (ii) the Company, directly or indirectly.


                                       54
<PAGE>

                        ARTICLE XV - TERMINATION OF PLAN

        15.1.   Company Right to Terminate Plan.

                (a)     The Company expects to continue the Plan indefinitely
        but reserves the right to terminate the Plan at any time by appropriate
        corporate action. Failure of the Company to retain the qualified status
        of the Plan under Code section 401 shall be deemed to be a termination
        of the Plan.

                (b)     In the event of such termination, each Participant shall
        be one hundred percent (100%) vested in the Account. The Trustee shall
        convert the Trust to cash and, after deducting all charges and expenses,
        the Trustee shall distribute the amount to the credit of each such
        Employee, Former Employee and Beneficiary as the Administrator shall
        direct.

        15.2.   Bankruptcy or Insolvency of Company. In the event the Company
shall at any time be judicially declared bankrupt or insolvent, or in the event
of dissolution, merger or consolidation, without any provision being made for
the continuance of the Plan, the Plan shall be deemed to have terminated.

        15.3.   Suspension of Contribution. The Employer shall have the right at
any time to suspend contributions hereunder. Should such suspension ripen into a
complete discontinuance of contributions, each Participant shall be one hundred
percent (100%) vested in the Account retroactive to the time of such initial
suspension of contributions.

        15.4.   Merger or Consolidation. Neither the Plan nor the Trust may be
merged or consolidated with nor may its assets or liabilities be transferred to
any other plan or trust, unless, if the Plan were terminated immediately after
the merger, consolidation or transfer, each Participant would be entitled to
receive a benefit in an amount equal to or greater than the benefit the
Participant would have been entitled to receive had the Plan terminated
immediately before the merger, consolidation or transfer.

        15.5.   Partial Termination. If a partial termination of the Plan shall
occur, those persons affected by such partial termination shall be one hundred
percent (100%) vested in their Accounts.

                                       55
<PAGE>



                     ARTICLE XVI - TRUST AND ADMINISTRATION

        16.1.   Selection of Trustee. If the Trustee is an individual or
individuals, the Board shall determine the number of individuals to serve as
Trustee. The Board shall select the individuals to serve as Trustee annually. If
the Board fails to select a Trustee to succeed an individual, the prior
individual shall continue to serve as Trustee subject to the provisions of
Section 16.8. If the Trustee is an institution, the Trustee shall serve until
terminated pursuant to Section 16.8. The Employer may provide for more than one
Trustee such that each Trustee is responsible for specific assets of the Plan.

        16.2.   Powers and Duties of Trustee(a) The powers and duties of the
Trustee are those set forth in an appropriate trust agreement entered into by
and between the Employer and the Trustee. Notwithstanding the terms of any such
trust agreement, with respect to Company Stock that is part of a Forfeiture, the
Trustee may provide that the Company Stock shall be offered as part of the
Intra-Fund Stock Transfer or that the Company Stock is offered for sale to the
Company with the intent that all Forfeitures shall be converted to cash or cash
equivalents prior to allocation among Participants as provided in Section 5.2.

        16.3.   Delegation and Allocation of Responsibilities.

                (a)     The Trustee shall have the power to delegate specific
        fiduciary responsibilities, including but not limited to the
        responsibility for (i) the selection and retention of investment
        managers, custodians, and/or funding agencies, and (ii) the disposition
        of its assets. The sole responsibility of the Trustee with respect to
        any such delegated responsibility shall be to periodically review, no
        less frequently than on an annual basis, the general qualifications of
        such delegates and the general procedures employed by such delegates in
        the performance of such responsibilities.

                (b)     If there shall be more than one Trustee, they shall
        have the power to allocate specific fiduciary responsibilities among
        themselves.

        16.4.   Number of Trustees. If there is only one Trustee acting
hereunder, his or her action alone shall be sufficient. If there is more than
one Trustee acting hereunder, any instrument to be executed on behalf of the
Trustees, including any check issued by or to the order of the Trustees, may be
made, executed, signed, endorsed or delivered by one of the Trustees, and any
person, firm, or corporation, including any bank, may rely upon and shall be
protected in relying upon the signature of any Trustee so signing with the same
force and effect as though all Trustees had signed.

        16.5.   Trust Expenses and Taxes.

                (a)     The expense incurred by the Trustee in the performance
        of duties including fees for legal, accounting and investment services
        rendered to the Trustee, such compensation to the Trustee as may be
        agreed upon in writing from time to time between

                                       56
<PAGE>

        the Employer and the Trustee, shall be paid from the Trust unless paid
        by the Employer, except that no Trustee who is in the employ of the
        Employer, receiving full-time, compensation, shall receive any
        compensation for performing duties as Trustee.

                (b)     All taxes of any and all kinds whatsoever that may be
        levied or assessed under existing or future laws upon, or in respect of,
        the Trust or the income thereof, shall be paid from the Trust.

        16.6.   Requirement of Prudence. The Trustee and any successor Trustee
or additional Trustee or Trustees shall not be liable for the making, retention
or sale of any investment or reinvestment made by any of them as herein
provided, nor for any loss to or diminution of the Trust, provided that they act
with care, skill, prudence, and diligence under the circumstances then
prevailing, that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of any enterprise of like character and
with like aims.

        16.7.   Recordkeeping. The Trustee shall keep accurate and detailed
accounts of all investments, receipts, disbursements and other transactions
hereunder, and all accounts, books and records relating thereto shall be open to
the Employer. Within ninety (90) days following the close of each Plan Year and
within (90) days after the removal or resignation of a Trustee, the Trustee
shall file with the Employer a written account setting forth all purchases,
sales, receipts, disbursements and other transactions effected by the Trustee
during the year or period for which the report is filed and shall contain an
exact description, the cost as shown on the Trustee's books and the fair market
value as of the end of such period of every asset held in the Trust and the
amount and nature of any debt obligation owed by the Trust.

        16.8.   Removal or Resignation of Trustee. A Trustee may be removed by
the Board at any time upon five (5) days notice in writing to the Trustee. A
Trustee may resign at any time upon five (5) days notice in writing to the
Board. At any time, the Board may reduce or increase the number of Trustees.
Upon the death, removal or resignation of a Trustee, the Board may appoint a
successor Trustee, and if it so elects, successor Trustees or additional
Trustees, who shall have the same powers and duties as those conferred upon the
Trustee hereunder. Upon acceptance of such appointment by a successor or an
additional Trustee or Trustees, the removed Trustee, successor Trustee and the
continuing Trustee, if any, shall make an accounting to the Employer of the
funds and properties then constituting the Trust. The resigned or removed
Trustee is authorized however, to reserve such sums of money as may be deemed
advisable for payment of fees and expenses in connection with settlement of
Trustee accounts, if such settlement be necessary. Any balance of such reserve
remaining after the payment of such fees and expenses shall be paid over to the
then Trustees.

        16.9.   Valuation of Trust. On each Valuation Date, the Trustee shall
value the Trust assets.

        16.10.  Liability of the Trustee.

                (a)     In connection with any action or determination, the
        Trustee shall be entitled to rely upon the information furnished by the
        Employer or Administrator or the

                                       57
<PAGE>

        legal counsel of the Employer. The Trustee shall not be liable for any
        act or omission except where such act or omission is the result of gross
        negligence or willful misconduct. The Employer shall indemnify a
        non-institutional or non-corporate Trustee against any liability or loss
        sustained by reason of any act or failure to act as Trustee, if such act
        or failure to act is in good faith. Such indemnification of a
        non-institutional or non-corporate Trustee shall include attorneys'
        fees, and other costs and expenses reasonably incurred in defense of any
        action brought against him or her by reason of any such act or failure
        to act.

                (b)     Nothing contained herein shall be construed as
        relieving the Trustee from liability to the Plan for any breach of
        fiduciary duty under ERISA.

        16.11.  Bonding. The Trustee shall be bonded in compliance with ERISA.
The bond shall be equal to ten percent (10%) of the funds handled by the
Trustee. The minimum bond shall be $1,000 and the maximum bond shall be
$500,000. The premium on such bond for a noninstitutional or non-corporate
Trustee shall be paid as an expense of administration of the Trust or may be
paid by the Employer, at its option.

        16.12.  Distributions. The Trustee shall make distributions from the
Trust, at such times and in such manner, to the person entitled thereto under
the Plan, as the Employer directs in writing. Any undistributed portion of a
Participant's Account under the Plan shall be retained in the Trust until the
Employer directs its distribution.

        16.13.  Participant Investment Options. The Employer reserves the right
from time to time to determine whether Participants may select investment
options for some or all of their accounts. If investment options are permitted,
the Employer shall describe the investment options and the times when selections
may be made. The Employer intends, but is not required, to permit Participants
to elect a method of self-directed accounts. The Employer may determine rules
and restrictions on the amount and timing of transfers of assets to the
self-directed accounts and the mechanism for accounting for the same. All such
rules and restrictions shall be applied in a uniform, non-discriminatory manner.

        16.14.  Participant to Select Investments. Neither the Trustee nor the
Employer shall have the right or duty to give any advice with respect to
investment options selected by a Participant, to inquire into the propriety of
any such election by the Participant, nor into its effect upon the Participant's
Account or the Beneficiary. Any investment option election shall be deemed to be
continuing until revoked or modified by a subsequent direction in writing,
notwithstanding the occurrence of any event or other development of which the
Trustee has or should have knowledge. The Trustee shall not be liable for
reasonable delays in implementing and processing changes in options. The Trustee
shall not be liable or responsible for any loss incurred in an individually
directed account.

        16.15.  Provisions For Participant Investments.

                (a)     Each Participant shall be provided the following for
        each investment alternative:

                                       58
<PAGE>


                        (i)     Description of the alternative and its
                investment objectives and risk and return characteristics,
                including the type and diversification of assets in the
                investment;

                        (ii)    List of investment managers;

                        (iii)   Circumstances under which the Participant may
                give instructions;

                        (iv)    Description of fees and expenses to be charged
                the Participant;

                        (v)     Name, address and telephone number of the Plan
                fiduciary (or his designee) responsible for providing the
                information required under this Section XVI;

                        (vi)    Materials relating to the exercise of voting or
                similar rights incidental to the Participant's ownership; and

                        (vii)   If the Plan offers an investment alternative
                subject to the Securities Act of 1933, the Participant shall be
                provided a copy of the most recent prospectus provided to the
                Plan.

                (b)     Each Participant shall also be provided the following
        for each investment upon request:

                        (i)     Description of the annual operating expenses and
                total expenses expressed as a percentage of average net assets;

                        (ii)    Copies of prospectuses, financial statements and
                reports, and any other materials available to the Plan;

                        (iii)   List of the assets comprising the portfolio,
                together with the value of each asset and, if the asset is a
                fixed rate contract, the name of the issuer, the term and rate
                of return on the contract; and

                        (iv)    Information concerning the value of shares or
                units held in the Account of the Participant and past and
                current investment performance.

                (c)     Where look-through investment vehicles are available as
        an investment alternative, the underlying investments shall be
        considered in determining whether the alternative satisfies the
        requirements of Department of Labor Regulations section 2550.404(c).

        16.16.  Limitations on Investments. The Trustee may decline to implement
the Participant's investment directions if such directions would:

                                       59
<PAGE>


                (a)     result in a prohibited transaction;

                (b)     generate taxable income to the Plan or jeopardize its
        tax-qualified status;

                (c)     not be in accordance with the documents and instruments
        governing the Plan;

                (d)     cause a fiduciary to maintain ownership in an asset
        outside jurisdiction of United States courts;

                (e)     result in a loss greater than the balance in the
        Participant's Account; or

                (f)     result in certain transactions between the Plan and the
        Employer other than under the Company Stock Fund.

        16.17.  Directed Investment Account. A separate directed investment
account shall be established for each Participant who has directed an investment
under this Section XVI. The portion of the Account so directed will be
considered a directed investment account. The directed investment account shall
be charged or credited with net earnings, gains, losses and expenses, as well as
any appreciation or depreciation in market value during each Plan Year of assets
in the directed investment account.

                                       60
<PAGE>


                    ARTICLE XVII - MISCELLANEOUS PROVISIONS

        17.1.   Employer Non-Liability for Benefits. All benefits payable under
the Plan shall be paid or provided for solely from the Trust and the Employer
assumes no liability or responsibility therefor. The Employer is under no legal
obligation to make any contribution to the Trust. No action or suit shall be
brought by an Employee, Participant, or Beneficiary or by any Trustee, against
the Employer for any such contribution.

        17.2.   Non-Guarantee of Employment. Nothing contained in this Plan
shall be construed as a contract of employment between the Employer and any
Employee, or as a right of any Employee to be continued in the employment of the
Employer, or as a limitation of the right of the Employer to discharge any of
its Employees, with or without cause.

        17.3.   Participating Employer Adoption. Notwithstanding anything herein
to the contrary, with the consent of the Employer, any other corporation or
entity (the "Participating Employer"), whether an affiliate or subsidiary or
not, may adopt the Plan and all of the provisions hereof, and participate herein
and be known as a Participating Employer, by a properly executed document
evidencing said intent and will of such Participating Employer.

        17.4.   Requirements of Participating Employers.

                (a)     Each such Participating Employer shall be required to
        use the same Trustee as provided in the Plan.

                (b)     The transfer of any Participant from or to an Employer
        participating in the Plan whether he or she be an Employee of the
        Employer or a Participating Employer, shall not affect such
        Participant's rights under the Plan, and all amounts credited to such
        Participant's Account as well as his or her accumulated service time
        with the transferor or predecessor, and his or her length of
        participation in the Plan, shall continue to his or her credit.

                (c)     Any expenses of the Plan which are to be paid by the
        Employer or borne by the Plan shall be paid by each Participating
        Employer in the same proportion that the total amount standing to the
        credit of all Participants employed by such Employer bears to the total
        standing to the credit of all Participants.

        17.5.   Loss of Plan Qualification. If, for any reason, the Plan is no
longer qualified and if the Trustee has commingled the Trust's assets with
assets belonging to other exempt employees' trusts, the funds attributable to
the Plan shall be segregated by the Trustee into a separate trust within thirty
(30) days from the date notice of disqualification is received from the Internal
Revenue Service.

        17.6.   Transfer of Assets from Other Plans. Notwithstanding any other
provisions hereof, the Employer may cause to be transferred to the Plan all or
any of the assets held (whether by a trustee, custodian, or otherwise) in
respect of any other plan which satisfies the

                                       61
<PAGE>


applicable requirements of Section 401(a) of the Code and which is compatible
with the Plan which is maintained by the Employer for the benefit of any of the
Participants. Any such assets so transferred shall be accompanied by written
instructions from the Employer naming the persons for whose benefit such assets
have been transferred and showing separately the respective contributions by the
Employer and by the Participants, if any, and the current value of the asset
attributed thereto. The Trustee shall use his or her best efforts to ensure that
the Plan is not a direct or indirect transferee of a Plan required to provide
automatic survivor benefits.

        17.7.   Non-Parties to Plan. No regulated investment company or insurer
shall be considered a party to the Plan.

        17.8.   Titles and Headings Within Plan. The titles and headings of the
Articles and Sections in this instrument are placed herein for convenience of
reference only, and in case of any conflicts, the text of this instrument,
rather than the titles or headings, shall control.

        17.9.   Gender. The masculine pronoun, wherever used, herein, shall
include the feminine pronoun; and the singular shall include the plural.

        17.10.  Applicable State Law. This Plan shall be construed according to
the laws of the State of Delaware and all provisions hereof shall be
administered according to, and its validity shall be determined under such laws.

                                       62
<PAGE>


                       ARTICLE XVIII - ROLLOVERS TO PLAN

        18.1.   Acceptance of Rollovers. This Plan will accept rollovers from
other tax-qualified plans or individual retirement accounts as provided in
Section 18.2. Any rollover shall be credited to the Participant's Rollover
Account.

        18.2.   Rollover Procedures.

                (a)     Any Employee who:

                        (i)     is eligible to receive or who has received in
                the last sixty (60) days a distribution from an employees' trust
                described in Code section 401(a) which trust is exempt from tax
                under Code section 501(a) or from an annuity plan qualified
                under Code section 403(a), which distribution represents a lump
                sum distribution to the Employee no portion of such distribution
                being derived from participation in his or her former plan as an
                employee within the meaning of Code section 401(c)(1), or

                        (ii)    has an individual retirement account, an
                individual retirement annuity (other than an endowment
                contract), or a retirement bond within the meaning of Code
                sections 408(a), 408(b) and 409(a), respectively, the assets of
                which are derived solely from a lump sum distribution
                transferred thereto from a plan described in subsection (i)
                hereof within the sixty (60) day period following the date such
                lump sum distribution was made,

        may pay to the Trustee, provided the Employer agrees, a cash
        contribution equal in amount up to the entire lump sum distribution
        described in (i) or the full value, in cash, of the account, annuity or
        bond described in (ii), whichever is applicable, provided that such
        contribution is made to the Trustee not later than the sixtieth (60th)
        day after (x) the day on which he or she received the lump sum
        distribution described in (i) or (y) the day on which he or she received
        distribution of the full value of the account, annuity or bond described
        in (ii) whichever is applicable in order to receive additional benefits
        under the Plan. Such contribution shall be one hundred percent (100%)
        vested and shall be held in a separate rollover account to be payable
        hereunder in accordance with the applicable provisions hereof as if it
        had been part of the Employee's Account.

                (b)     Notwithstanding the foregoing, the Trustee shall use his
        best efforts to ensure that the Plan is not a direct or indirect
        transferee of a Plan required to provide survivor annuity benefits.

                (c)     An Employee who has not become a Participant under
        Article II may participate in the Plan solely for the purposes of the
        rollover provisions of this Section. Prior to making a rollover to this
        Plan, an Employee shall furnish the Trustee with any information
        concerning the former plan that the Trustee may reasonably require.

                                       63
<PAGE>


                        ARTICLE XIX - COMPANY STOCK FUND

        19.1.   Company Stock Fund.

                (a)     The Company Stock Fund shall consist of shares of
        Company Stock held by the Trustee.

                (b)     The following definitions apply to the Company Stock
        Fund:

                        (i)     Call: The right of the Company to redeem the
                Company Stock other than Leveraged Stock for cash. The terms and
                conditions of the Call shall be as set forth on Exhibit B.

                        (ii)    Company Stock: Common Stock of the Company.

                        (iii)   Intra-Fund Stock Transfer: The transfer by a
                Participant into or out of the Company Stock Fund pursuant to
                Section 19.2(b).

                        (iv)    Leveraged Stock. Those shares of Company Stock
                that were initially acquired by the Veda Employee Stock
                Ownership Plan through use of proceeds of an exempt loan, as
                that term is defined under Treas. Reg. Section 54.4975-7.

                        (v)     Stock Fund Account: The interest of a
                Participant in the Company Stock Fund.

                        (vi)    Window Period: The time period during which
                Intra-Fund Stock Transfers can be made. There will be at least
                one Window Period each Plan Year at a time or times determined
                by the Administrator.

        19.2.   Transfers Into And Out Of The Stock Fund.

                (a)     Availability of Company Stock: This subsection (a) shall
        apply if the Administrator directs the Trustee to acquire additional
        shares of Company Stock that are available for purchase. The
        Administrator will notify Participants of the availability of the
        additional shares of Company Stock and will establish the terms and
        conditions of the availability for Participants. A Participant may
        request to transfer a specific amount of his other Accounts into his
        Stock Fund Account. The Participant must notify the Administrator of his
        request to transfer during the time period established by the
        Administrator. The Administrator will match the requests of Participants
        who wish to transfer into the Stock Fund Account with the amount of
        Company Stock available for acquisition.

                                       64
<PAGE>

                The Trustee shall acquire an amount of Company Stock equal to
        the lesser of (i) the amount of requests of Participants, or (ii) the
        amount of Company Stock available. If the amount of Participant requests
        to transfer into Stock Fund Accounts are greater than the available
        Company Stock, the Administrator shall prorate the requests and the
        Trustee shall comply with each Participant's request on a partial basis
        based on the following formula:

                        Amount of the Participant's request
                        -----------------------------------
                        Total of all Participants' requests

                (b)     Intra-Fund Stock Transfers:

                        (i)     The Administrator will notify Participants of
                each Window Period and establish the terms and conditions of the
                Window Period. A Participant may request to transfer a specific
                amount into or out of his Stock Fund Account during a Window
                Period, subject to the provisions of this subsection. The
                Participant must notify the Administrator of his request to have
                an Intra-Fund Stock Transfer at such time as established by the
                Administrator prior to the Window Period. The Administrator will
                match the requests of Participants who wish to transfer into a
                Stock Fund Account with requests of those Participants who wish
                to transfer out of a Stock Fund Account.

                        (ii)    If the requests to transfer into and out of
                Stock Fund Accounts are not equal during a Window Period, the
                Administrator shall prorate the requests based on the following
                formulas:

                For requests to transfer into the Company Stock Fund:

                        Amount of the Participant's request
                        -----------------------------------
                        Total of all Participants' requests

                For requests to transfer out of the Company Stock Fund:

                        Amount of the Participant's request
                        -----------------------------------
                        Total of all Participants' requests

                        (iii)   For requests to transfer out of Stock Fund
                Accounts, unless otherwise determined by the Administrator, the
                Administrator shall give first priority to requests due to death
                or Total and Permanent Disability, second priority to requests
                from Participants who have reached their Normal Retirement Date,
                third priority to requests from Terminated Participants bound by
                government conflict of interest rules, and fourth priority to
                requests due to termination of employment (first to those who
                terminated in prior Plan Years, then to those who terminated in
                the current Plan Year). All other requests shall

                                       65
<PAGE>

                have an equal fifth priority. The Administrator may establish
                the priority to be given to Company Stock that is part of a
                Forfeiture under Section 16.2.

                        (iv)    If a requested transfer out of the Company Stock
                Fund cannot be satisfied by an Intra-Fund Stock Transfer, the
                Trustee shall offer to sell to the Company the amount of Company
                Stock necessary to satisfy the Intra-Fund Stock Transfer out of
                the Company Stock Fund. The Company shall not be obligated to
                purchase any Company Stock so offered. The Trustee's obligation
                to offer to sell the Company Stock shall be subject to any
                relevant provisions of ERISA.

        19.3.   Other Stock Fund Provisions.

                (a)     The following other provisions shall apply to the
        Company Stock Fund:

                        (i)     The Trustee shall determine the fair market
                value of the Company Stock as of the end of the prior fiscal
                year of the Company based on a valuation by an independent
                appraiser (the "Appraised Value"). The Trustee's determination
                shall be binding on all persons. All transactions involving
                Company Stock or the Company Stock Fund during the succeeding
                fiscal year, including Intra-Fund Stock Transfers except
                transactions with the Company, shall be based on the Appraised
                Value.

                        (ii)    All Company Stock distributed to a Participant
                or Beneficiary is subject to the transfer restrictions described
                in Exhibit B. No Participant or Beneficiary shall be entitled to
                receive a certificate for shares of Company Stock until such
                Participant or Beneficiary has executed an agreement reflecting
                such Participant's or Beneficiary's agreement to bound by such
                restrictions

                        (iii)   All Company Stock distributed to a Participant
                or Beneficiary other than Leveraged Stock is subject to a Call
                by the Company after distribution.

                        (iv)    The Trustee will exercise all voting rights on
                all Company Stock in the Company Stock Fund as directed by the
                Administrator.

                (b)     Any amounts received by the Trust with respect to
        Company Stock (other than additional shares of Company Stock) shall be
        transferred from the Company Stock Fund on receipt to Participants'
        Accounts other than the Company Stock Fund. All such transfers shall be
        made pro rata based on each Participant's Company Stock Account as a
        percentage of the Company Stock Fund. The Administrator shall determine
        the initial allocation of these amounts among the Participants' other
        Accounts.

                (c)     The method of accounting for the Company Stock Fund
        shall be the "fund method". A Participant's Company Stock Account shall
        be an undivided interest in all assets of the Company Stock Fund,
        regardless of the date of acquisition of the assets.

                                       66
<PAGE>

        The Company Stock Fund's basis in Company Stock shall be the average of
        the acquisition price of all shares of Company Stock.

                (d)     The Company Stock Fund may hold Company Stock from other
        tax-qualified retirement plans of the Company or a Related Company that
        are merged into the Plan. To the extent determined by the Administrator,
        the Trustee shall maintain separate accounts for each merged plan and
        the assets of all such merged plans shall be commingled in the Company
        Stock Fund.

                (e)     The Administrator may establish additional policies and
        procedures for the administration of the Company Stock Fund. By electing
        to invest in the Company Stock Fund, a Participant shall be deemed to
        have agreed to be bound by all provisions set forth in the Plan or by
        additional policies and procedures established by the Administrator from
        time to time.

        19.4.   Distributions To Terminated Participants.

                (a)     Except as provided in Section 19.4(b), a Participant who
        terminates employment for reasons other than reaching his Normal
        Retirement Date, incurring a Permanent Disability or death, may not
        withdraw any amounts from his Stock Fund Account until the next Window
        Period. To the extent that an Intra-Fund Stock Transfer is not available
        to a Participant at the next Window Period, the Participant may elect to
        receive a distribution in the form of Company Stock.

                (b)     Notwithstanding Section 19.4(a), a Participant who has a
        Veda ESOP Balance has the right to receive certain benefits in the form
        of Company Stock as follows:

                        (i)     At a distribution after termination of
                employment, the Participant may elect to receive a distribution
                from a Stock Fund Account in the form of Company Stock. The
                number of shares of Company Stock which the Participant can
                elect to receive will be the lesser of the value of the
                Participant's Stock Fund Account at (x) July 1, 1998 or (y)
                Termination of Employment of the Participant.

                        (ii)    The Trustee shall first distribute Company Stock
                that is not Leveraged Stock to the Participant and, to the
                extent the Trust has no further Company Stock available that is
                not Leveraged Stock, then Company Stock that is Leveraged Stock
                shall be distributed.

        19.5.   Leveraged Stock. The characterization of shares of Company Stock
as Leveraged Stock shall not be affected by the transfer of Leveraged Stock in
Intra-Fund Stock Transfers.

                                       67
<PAGE>



        IN WITNESS WHEREOF, the Company has caused this Plan to be executed as
        of the 1st day of February, 2002.



                                            VERIDIAN CORPORATION



                                            By:  /s/ JAMES P. ALLEN
                                               -----------------------------
                                                   Signature

                                                   JAMES P. ALLEN
                                               -----------------------------
                                                   Print Name

                                                   Chief Financial Officer
                                               -----------------------------
                                                   Title


                                       68
<PAGE>



                                    EXHIBIT A

                          SERVICE CONTRACTS NOT COVERED


<PAGE>



                                    EXHIBIT B

                RESTRICTIONS ON COMPANY STOCK AFTER DISTRIBUTION


        The following provisions shall apply to all shares of Company Stock that
are distributed to a Participant until the Company Stock is a registration-type
class of stock as defined in Code section 409(e)(4):

        1.      No gift, pledge or other transfer, other than a sale, of any
shares of Company Stock distributed under the Plan shall be made by a
Participant, Beneficiary or other distributee, unless prior to such gift, pledge
or other transfer the Plan Committee consents in writing to such gift, pledge or
other transfer. The Plan Committee may withhold such consent in their sole
discretion and the Plan Committee shall consent to any such gift, pledge or
other transfer of Company Stock only after the prospective donee, pledgee or
transferee agrees in writing to take and hold such shares of Company Stock
subject to all of the restrictions of this Exhibit B.

        2.      Shares of Company Stock distributed from the Trust pursuant to
this Plan shall be subject to a "right of first refusal." Prior to any sale or
other disposition of any such shares of Company Stock by a Participant,
Beneficiary or other distributee, or by any successor transferee of any of the
foregoing, such shares must first be offered for sale to the Trust and then, if
such offer is not accepted by the Trust within fourteen (14) days after its
receipt, to the Company. Such offers to the Trust and to the Company shall be in
writing and shall be at the same price and upon the same terms and conditions as
the bona fide written offer of the prospective buyer. If the offer to sell to
the Trust is not accepted and if the subsequent offer to sell to the Company is
not accepted within fourteen (14) days after its receipt by the Company, the
Participant may sell all (but not less than all) of such shares as were offered
to the Trust and to the Company to the prospective buyer, but only upon the
terms and conditions and at the price set forth in the aforesaid bona fide
written offer of the prospective buyer. A Participant, Beneficiary or other
distributee entitled to a distribution of Company Stock may be required to
execute a stock restriction and transfer agreement (reflecting such right of
first refusal) as a condition to receipt of a certificate for Company Stock.

        3.      Shares of Company Stock otherwise subject to a restriction on
transfer pursuant to this Plan may pass by bequest or inheritance, without the
approval or consent of the Plan Committee, but such shares shall remain subject
to all other conditions and restrictions of this Section in the hands of any
legatee or heir.

        4.      Shares of Company Stock distributed from the Trust pursuant to
this Plan, other than Leveraged Shares, shall be subject to a "call" by the
Company. Under the call, the Company may acquire any of the shares of Company
Stock at the then fair market value of the Company Stock. The fair market value
shall be the value determined for purposes of the Plan. Payment under the call
shall be made in cash.



<PAGE>



                                    EXHIBIT C


        1.      The following special provisions relate to accounts transferred
from the Pacific-Sierra Salary Reduction Plan (the "Pacific-Sierra 401(k)
Plan"):

                (a)     All accounts in the Pacific-Sierra 401(k) Plan
        immediately before January 1, 1999 (the "Pacific-Sierra 401(k) Merger
        Date") shall be administered according to the provisions of this Plan,
        subject to the provisions described below. Employees and former
        employees who had accounts in the Pacific-Sierra 401(k) Plan immediately
        before the Pacific-Sierra 401(k) Merger Date are referred to as "Former
        Pacific-Sierra 401(k) Employees."

                (b)     Each Former Pacific-Sierra 401(k) Employee's accounts
        under the Pacific-Sierra 401(k) Plan will be held in such Accounts under
        this Plan as the Plan Administrator may establish ("Pacific-Sierra
        401(k) Accounts").

                (c)     Pacific-Sierra 401(k) Accounts attributable to Former
        Pacific-Sierra 401(k) Employees who were Employees as of the
        Pacific-Sierra 401(k) Merger Date shall be 100% vested as of the
        Pacific-Sierra 401(k) Merger Date.

                (d)     For purposes of electing a form of benefit, the
        following forms of benefit are available to a Former Pacific-Sierra
        401(k) Employee with respect to his Pacific-Sierra 401(k) Accounts in
        addition to those offered in Article VII:

                        (i)     Life annuity;

                        (ii)    Joint and survivor annuity, with the amount
                of the annuity payable to the surviving Spouse to be 100% of the
                amount payable to the Former Pacific Sierra Employee; or

                        (iii)   An annuity pursuant to Section 7.4(b) and (c);

                (e)     If a Participant who terminated employment with the
        Employer, or a predecessor employer, prior to the Pacific-Sierra 401(k)
        Merger Date is reemployed by the Employer before he has incurred five
        (5) consecutive One-Year Breaks in Service, his Pacific-Sierra 401(k)
        Accounts shall be 100% vested as of his reemployment date.

        2.      The following special provisions relate to accounts transferred
from the MRJ, Inc. Employees Retirement Savings 401(k) Plan (the "MRJ Plan"):

                (a)     All accounts in the MRJ Plan immediately before
        January 1, 2001 (the "MRJ Merger Date") shall be administered according
        to the provisions of this Plan, subject to the provisions described
        below. Employees and former employees who had accounts in the MRJ Plan
        immediately before the MRJ Merger Date are referred to as "Former MRJ
        Employees."

<PAGE>


                (b)     Each Former MRJ Employee's accounts under the MRJ Plan
        will be held in such Accounts under this Plan as the Plan Administrator
        may establish ("MRJ Accounts").

                (c)     For purposes of electing a form of benefit, the
        following forms of benefit are available to a Former MRJ Employee with
        respect his MRJ Accounts, in addition to those offered in Article VII:

                       (i)      Life income with 120 or 180 monthly payments
                guaranteed;

                        (ii)    An annuity pursuant to Section 7.4(b) and (c);

                        (iii)   Such other forms of distribution as were
                available under the MRJ Plan.


        3.      The following special provisions relate to accounts
transferred from the ERIM International, Inc. 401(k) Supplemental Retirement
Plan (the "ERIM 401(k) Plan"):

                (a)     All accounts in the ERIM 401(k) Plan immediately before
        January 1, 2001 (the "ERIM Merger Date") shall be administered according
        to the provisions of this Plan, subject to the provisions described
        below. Employees and former employees who had accounts in the ERIM
        401(k) Plan immediately before the ERIM Merger Date are referred to as
        "Former ERIM 401(k) Employees."

                (b)     Each Former ERIM 401(k) Employee's accounts under the
        ERIM 401(k) Plan will be held in such Accounts under this Plan as the
        Plan Administrator may establish ("ERIM 401(k) Accounts").

                (c)     If a Participant who terminated employment with the
        Employer, or a predecessor employer, prior to the ERIM Merger Date is
        reemployed by the Employer before he has incurred five (5) consecutive
        One-Year Breaks in Service, his ERIM 401(k) Accounts shall be 100%
        vested as of his reemployment date.

        4.      The following special provisions relate to accounts transferred
from the Trident Data Systems, Inc. 401(k) Profit Sharing Plan (the "Trident
Plan"):

                (a)     All accounts in the Trident Plan immediately before
        January 1, 2001 (the "Trident Merger Date") shall be administered
        according to the provisions of this Plan, subject to the provisions
        described below. Employees and former employees who had accounts in the
        Trident Plan immediately before the Trident Merger Date are referred to
        as "Former Trident Employees."

                (b)     Each Former Trident Employee's accounts under the
        Trident Plan will be held in such Accounts under this Plan as the Plan
        Administrator may establish ("Trident Accounts").

                                       2
<PAGE>

                (c)     If a Participant who terminated employment with the
        Employer, or a predecessor employer, prior to the Trident Merger Date is
        reemployed by the Employer before he has incurred five (5) consecutive
        One-Year Breaks in Service, his Trident Accounts shall be 100% vested as
        of his reemployment date.

        5.      The following special provisions relate to accounts transferred
from the ERIM International, Inc. Retirement Plan (the "ERIM 401(a) Plan"):

                (a)     All accounts in the ERIM 401(a) Plan immediately before
        January 1, 2001 (the "ERIM Merger Date") shall be administered according
        to the provisions of this Plan, subject to the provisions described
        below. Employees and former employees who had accounts in the ERIM
        401(a) Plan immediately before the ERIM Merger Date are referred to as
        "Former ERIM 401(a) Employees."

                (b)     Each Former ERIM 401(a) Employee's accounts under the
        ERIM 401(a) Plan will be held in such Accounts under this Plan as the
        Plan Administrator may establish ("ERIM 401(a) Accounts").

                (c)     If a Participant who terminated employment with the
        Employer, or a predecessor employer, prior to the ERIM Merger Date is
        reemployed by the Employer before he has incurred five (5) consecutive
        One-Year Breaks in Service, his ERIM 401(a) Accounts shall be 100%
        vested as of his reemployment date.

        6.      The following special provisions relate to accounts transferred
from the Pacific-Sierra Salary Pension Plan (the "Pacific-Sierra 401(a) Plan"):

                (a)     All accounts in the Pacific-Sierra 401(a) Plan
        immediately before January 1, 2001 (the "Pacific-Sierra 401(a) Merger
        Date") shall be administered according to the provisions of this Plan,
        subject to the provisions described below. Employees and former
        employees who had accounts in the Pacific-Sierra 401(a) Plan immediately
        before the Pacific-Sierra 401(a) Merger Date are referred to as "Former
        Pacific-Sierra 401(a) Employees."

                (b)     Each Former Pacific-Sierra 401(a) Employee's accounts
        under the Pacific-Sierra 401(a) Plan will be held in such Accounts under
        this Plan as the Plan Administrator may establish ("Pacific-Sierra
        401(a) Accounts").

                (c)     Pacific-Sierra 401(a) Accounts attributable to Former
        Pacific-Sierra 401(a) Employees who were Employees as of the
        Pacific-Sierra 401(a) Merger Date shall be 100% vested as of the
        Pacific-Sierra 401(a) Merger Date.

                (d)     If a Participant who terminated employment with the
        Employer, or a predecessor employer, prior to the Pacific-Sierra 401(a)
        Merger Date is reemployed by the Employer before he has incurred five
        (5) consecutive One-Year Breaks in Service, his Pacific-Sierra 401(a)
        Accounts shall be 100% vested as of his reemployment date.

                                       3
<PAGE>

        7.      The provisions of this Plan are intended to comply with the
requirements of Section 411(d)(6) of the Internal Revenue Code with respect to
the accounts transferred from the Pacific Sierra 401(k) Plan, Pacific Sierra
401(a) Plan, the MRJ Plan, the ERIM 401(k) Plan, the ERIM 401(a) Plan, and the
Trident Plan. The Plan should be administered consistent with the requirements
of Section 411(d)(6) and the Treasury Regulations thereunder.

                                       4






































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