<PAGE>
                                                                   EXHIBIT 10.18







                               CINGULAR WIRELESS
                              401(k) SAVINGS PLAN







                                                      EFFECTIVE NOVEMBER 1, 2001

<PAGE>

                           CINGULAR WIRELESS
                           401(k) SAVINGS PLAN

      On this first day of November, 2001, Cingular Wireless LLC (the
"Controlling Company") hereby adopts the Cingular Wireless 401(k) Savings Plan
(the "Plan").

                          STATEMENT OF PURPOSE

      A. The primary purpose of the Plan is to recognize the contributions made
to the Controlling Company and its participating affiliates by employees and to
reward those contributions by providing eligible employees with an opportunity
to accumulate savings for their future security.

      B. In connection with the formation of the Controlling Company, certain
employees of SBC Communications, Inc. and its affiliates (the "SBC Transferred
Employees") shall become employees of the Controlling Company and its
affiliates. In connection with such transfer of employment, the accounts of the
SBC Transferred Employees under the SBC Savings Plan, the SBC Savings and
Security Plan and the USVI Cellular Telephone Corporation 401(k) Savings Plan
shall be transferred to the Plan.

      C. In connection with the formation of the Controlling Company, certain
employees of BellSouth Corporation and its affiliates (the "BellSouth
Transferred Employees") shall become employees of the Controlling Company and
its affiliates. In connection with such transfer of employment, the accounts of
the BellSouth Transferred Employees under the BellSouth Retirement Savings Plan,
the BellSouth Retirement Savings and Security Plan, and the Houston Cellular
Telephone Co. & Galveston Cellular Telephone Co. Savings Plan shall be
transferred to the Plan.


<PAGE>

      D. The Controlling Company intends that the Plan be a profit sharing plan
qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986
as amended, and that it satisfy the requirements of the Employee Retirement
Income Security Act of 1974, as amended.

                        STATEMENT OF AGREEMENT

      To adopt the Plan with the purposes and goals as hereinabove described,
the Controlling Company hereby sets forth the terms and provisions as follows:


<PAGE>
                              Table of Contents


<Table>
<Caption>
                                                                            Page
<S>                                                                         <C>
ARTICLE I DEFINITIONS .......................................................1
  1.1    Account ............................................................1
  1.2    ACP or Actual Contribution Percentage ..............................1
  1.3    ACP Test ...........................................................1
  1.4    Active Participant .................................................1
  1.5    Administrative Committee ...........................................2
  1.6    ADP or Actual Deferral Percentage ..................................2
  1.7    ADP Test ...........................................................2
  1.8    Affiliate ..........................................................2
  1.9    After-Tax Account ..................................................2
  1.10   After-Tax Contributions ............................................3
  1.11   After-Tax Deferral Election ........................................3
  1.12   Alternate Payee ....................................................3
  1.13   Ameritech Restricted Account .......................................3
  1.14   Annual Addition ....................................................3
  1.15   Before-Tax Account .................................................3
  1.16   Before-Tax Contributions ...........................................3
  1.17   Before-Tax Deferral Election .......................................3
  1.18   BellSouth ..........................................................3
  1.19   BellSouth Plans ....................................................3
  1.20   BellSouth Stock ....................................................3
  1.21   BellSouth Shares Fund ..............................................3
  1.22   BellSouth Transferred Participant ..................................3
  1.23   Beneficiary ........................................................4
  1.24   Board ..............................................................4
  1.25   Break in Service ...................................................4
    (a)  Years of Service ...................................................4
    (b)  Effect of FMLA .....................................................4
  1.26   Chief Executive Officer ............................................4
  1.27   Code ...............................................................4
  1.28   Compensation .......................................................4
    (a)  Benefit Compensation ...............................................4
    (b)  Section 404 Compensation ...........................................5
    (c)  Top-Heavy Compensation .............................................5
    (d)  Section 415 Compensation ...........................................5
    (e)  Key Employee and Highly Compensated Employee Compensation ..........5
    (f)  Testing Compensation ...............................................6
  1.29   Contributions ......................................................6
  1.30   Controlling Company ................................................6
  1.31   Covered Employee ...................................................6
  1.32   Deferral Election ..................................................6
  1.33   Defined Benefit Minimum ............................................6
  1.34   Defined Benefit Plan ...............................................7
</Table>


                                       i
<PAGE>

<Table>
<S>                                                                          <C>
  1.35   Defined Contribution Minimum .......................................7
  1.36   Defined Contribution Plan ..........................................7
  1.37   Determination Date .................................................7
  1.38   Disability or Disabled .............................................7
  1.39   Effective Date .....................................................7
  1.40   Elective Deferrals .................................................7
  1.41   Eligible Non-Highly Compensated Employee ...........................7
  1.42   Eligible Retirement Plan ...........................................7
  1.43   Eligible Rollover Distribution .....................................8
  1.44   Employee ...........................................................8
  1.45   Employment Date ....................................................8
  1.46   Entry Date .........................................................8
  1.47   ERISA ..............................................................8
  1.48   Forfeiture .........................................................8
  1.49   Formal Force Reduction .............................................8
  1.50   Highly Compensated Employee ........................................9
    (a)   General Rule ......................................................9
    (b)   Excluded Employees ................................................9
    (c)   Former Employees ..................................................9
    (d)   Nonresident Aliens ...............................................10
    (e)   Compliance with Code Section 414(q) ..............................10
  1.51   Hour of Service ...................................................10
  1.52   Houston Cellular Plan .............................................10
  1.53   Investment Committee ..............................................10
  1.54   Investment Fund or Funds ..........................................10
  1.55   Key Employee ......................................................10
  1.56   Leave of Absence ..................................................10
  1.57   Limitation Year ...................................................10
  1.58   Matching Account ..................................................10
  1.59   Matching Contributions ............................................10
  1.60   Maternity or Paternity Leave ......................................11
  1.61   Maximum Deferral Amount ...........................................11
  1.62   Named Fiduciary ...................................................11
  1.63   Non-Key Employee ..................................................11
  1.64   Normal Retirement Age .............................................11
  1.65   Participant .......................................................11
  1.66   Participating Company .............................................11
  1.67   Permissive Aggregation Group ......................................11
  1.68   Plan ..............................................................11
  1.69   Plan Year .........................................................11
  1.70   Prior Employer Contributions Account ..............................11
  1.71   Prior Plan ........................................................11
  1.72   QDRO ..............................................................11
  1.73   Qualified Nonelective Account .....................................12
  1.74   Qualified Nonelective Contributions ...............................12
  1.75   Qualified Spousal Waiver ..........................................12
</Table>


                                       ii
<PAGE>

<Table>
<S>                                                                         <C>
  1.76    Related Company ..................................................12
  1.77    Required Aggregation Group .......................................12
  1.78    Rollover Account .................................................12
  1.79    Rollover Contribution ............................................12
  1.80    SBC ..............................................................12
  1.81    SBC Plans ........................................................12
  1.82    SBC Shares Fund ..................................................12
  1.83    SBC Stock ........................................................13
  1.84    Savings and Security Plan ........................................13
  1.85    Senior Officers ..................................................13
  1.86    Severance Date ...................................................13
  1.87    Spouse or Surviving Spouse .......................................13
  1.88    Top-Heavy Group ..................................................13
  1.89    Top-Heavy Plan ...................................................13
  1.90    Transfer Account .................................................13
  1.91    Transfer Contributions ...........................................13
  1.92    Transferred Employee .............................................13
  1.93    Transferred Participant ..........................................14
  1.94    Trust or Trust Agreement .........................................14
  1.95    Trustee ..........................................................14
  1.96    Trust Fund .......................................................14
  1.97    USVI Plan ........................................................14
  1.98    Valuation Date ...................................................14
  1.99    Years of Service .................................................14
    (a)   Aggregation Rule .................................................14
    (b)   Counting Periods of Severance ....................................14
    (c)   Pre-Break Service ................................................15
    (d)   Post-Break Service ...............................................15
    (e)   Predecessor Plan .................................................15
    (f)   Predecessor Employer .............................................15
    (g)   Reemployed Veterans ..............................................15
ARTICLE II ELIGIBILITY .....................................................16
  2.1     Initial Eligibility Requirements .................................16
    (a)   General Rule .....................................................16
    (b)   New Participating Companies ......................................16
  2.2     Treatment of Interruptions of Service ............................16
  2.3     Change in Status .................................................16
ARTICLE III CONTRIBUTIONS ..................................................17
  3.1     Before-Tax and After-Tax Contributions ...........................17
    (a)   Before-Tax Contributions .........................................17
    (b)   After-Tax Contributions ..........................................17
    (c)   Contributions Which Exceed Maximum Deferral Amount ...............17
    (d)   Deferral Elections ...............................................18
          (1) Effective Date ...............................................18
          (2) Term .........................................................18
          (3) Revocation ...................................................18
</Table>


                                       iii
<PAGE>

<Table>
<S>                                                                         <C>
          (4) Modification by Participant ..................................18
          (5) Modification by Administrative Committee .....................19
          (6) Investment Direction Required ................................19
  3.2     Matching Contributions ...........................................19
    (a)   General Rule .....................................................19
    (b)   Matching Contributions for BellSouth Transferred Participants ....19
  3.3     Qualified Nonelective Contributions ..............................19
  3.4     Form of Contributions ............................................20
  3.5     Timing of Contributions ..........................................20
    (a)   Before-Tax and After-Tax Contributions ...........................20
    (b)   Matching and Qualified Nonelective Contributions .................20
  3.6     Contingent Nature of Company Contributions .......................20
  3.7     Restoration Contributions ........................................20
    (a)   Restoration of Forfeitures .......................................20
    (b)   Restoration Contribution .........................................20
  3.8     Reemployed Veterans ..............................................21
ARTICLE IV ROLLOVERS AND TRANSFERS BETWEEN PLANS ...........................22
  4.1     Rollover Contributions ...........................................22
    (a)   Request by Participant ...........................................22
    (b)   Acceptance of Rollover ...........................................22
  4.2     Transfer Contributions ...........................................22
    (a)   Direct Transfers Permitted .......................................22
    (b)   Mergers and Spin-offs Permitted ..................................22
    (c)   Establishment of Transfer Accounts ...............................22
    (d)   Transfer Accounts ................................................23
  4.3     Spin-offs to Other Plans .........................................23
ARTICLE V PARTICIPANTS' ACCOUNTS; CREDITING AND ALLOCATIONS ................24
  5.1     Establishment of Participants' Accounts ..........................24
  5.2     Allocation and Crediting of Before-Tax, After-Tax, Matching,
          Rollover and Transfer Contributions ..............................24
  5.3     Allocation and Crediting of Qualified Nonelective Contributions ..24
    (a)   General Provision ................................................24
    (b)   Per Capita Qualified Nonelective Contributions ...................24
    (c)   Proportional Qualified Nonelective Contributions .................25
    (d)   Section 415 Qualified Nonelective Contributions ..................25
    (e)   Qualified Nonelective Matching Contributions .....................25
  5.4     Crediting of Restoration Contributions ...........................25
  5.5     Allocation of Forfeitures ........................................26
  5.6     Adjustments to Accounts ..........................................26
  5.7     Notice to Participants of Account Balances .......................26
  5.8     Good Faith Valuation Binding .....................................26
  5.9     Errors and Omissions in Accounts .................................26
ARTICLE VI CONTRIBUTION AND SECTION 415 LIMITATIONS AND
      NONDISCRIMINATION REQUIREMENTS .......................................27
  6.1     Deductibility Limitations ........................................27
  6.2     Maximum Limitation on Elective Deferrals .........................27
</Table>


                                       iv
<PAGE>

<Table>
<S>                                                                         <C>
    (a)   Maximum Elective Deferrals Under Participating Company Plans .....27
    (b)   Return of Excess Before-Tax Contributions ........................27
    (c)   Return of Excess Elective Deferrals Provided by Other
          Participating Company Arrangements ...............................27
    (d)   Discretionary Return of Elective Deferrals .......................28
    (e)   Return of Excess Annual Additions ................................28
  6.3     Nondiscrimination Requirements for Before-Tax Contributions ......28
    (a)   ADP Test .........................................................28
    (b)   Multiple Plans ...................................................28
    (c)   Adjustments to Actual Deferral Percentages .......................29
  6.4     Nondiscrimination Requirements for After-Tax and Matching
          Contributions ....................................................30
    (a)   ACP Test .........................................................30
    (b)   Multiple Plans ...................................................30
    (c)   Adjustments to Actual Contribution Percentages ...................31
  6.5     Multiple Use of Tests ............................................32
    (a)   Aggregate Limitation .............................................32
    (b)   Multiple Plans ...................................................33
    (c)   Correction .......................................................33
    (d)   Application ......................................................33
  6.6     Order of Application .............................................34
  6.7     Code Section 415 Limitations on Maximum Contributions ............34
    (a)   General Limit on Annual Additions ................................34
    (b)   Combined Plan Limit ..............................................34
    (c)   Correction of Excess Annual Additions ............................34
    (d)   Annual Addition ..................................................35
    (e)   Compliance with Code Section 415 .................................36
  6.8     Construction of Limitations and Requirements .....................36
ARTICLE VII INVESTMENTS ....................................................37
  7.1     Establishment of Trust Account ...................................37
  7.2     Investment Funds .................................................37
    (a)   Establishment of Investment Funds ................................37
    (b)   Reinvestment of Cash Earnings ....................................37
    (c)   Investment Through Brokerage Accounts ............................37
  7.3     Participant Direction of Investments .............................37
    (a)   Investment of Contributions ......................................37
    (b)   Investment of Existing Account Balances ..........................38
    (c)   Conditions Applicable to Elections ...............................38
    (d)   BellSouth and SBC Shares Funds ...................................38
    (e)   Restrictions on Investments ......................................39
  7.4     Valuation ........................................................39
  7.5     Voting and Tender Offer Rights ...................................39
    (a)   Investment Funds .................................................39
    (b)   BellSouth and SBC Shares Funds ...................................39
  7.6     Fiduciary Responsibilities for Investment Directions .............40
  7.7     Appointment of Investment Manager; Authorization to Invest in
          Collective Trust .................................................40
</Table>


                                        v
<PAGE>

<Table>
<S>                                                                         <C>
    (a)   Investment Manager ...............................................40
    (b)   Collective Trust .................................................40
ARTICLE VIII VESTING IN ACCOUNTS ...........................................41
  8.1     General Vesting Rule .............................................41
    (a)   Fully Vested Accounts ............................................41
    (b)   Matching Accounts ................................................41
    (c)   Vesting of Transferred Employees .................................41
    (d)   Vesting of Covered Employees on December 31, 2001 ................41
  8.2     Vesting Upon Occurrence of Certain Events ........................41
  8.3     Timing of Forfeitures and Vesting after Restoration
            Contributions ..................................................41
    (a)   Timing of Forfeitures ............................................41
    (b)   Reemployment and Vesting Before Any Distribution .................42
  8.4     Amendment to Vesting Schedule ....................................42
ARTICLE IX PAYMENT OF BENEFITS FROM ACCOUNTS ...............................43
  9.1     Benefits Payable for Reasons Other Than Death ....................43
    (a)   General Rule Concerning Benefits Payable .........................43
    (b)   Timing of Distribution ...........................................43
    (c)   Restrictions on Distributions from Before-Tax Account,
          Ameritech Restricted Account and Qualified Nonelective
          Account ..........................................................44
    (d)   Delay Upon Reemployment ..........................................45
  9.2     Death Benefits ...................................................45
  9.3     Commencement of Death Benefits ...................................45
    (a)   General Rule .....................................................45
    (b)   Minimum Benefit Rules ............................................45
  9.4     Forms of Distribution ............................................46
    (a)   Method ...........................................................46
          (1) Single-Sum Payment ...........................................46
          (2) Installments .................................................46
          (3) Partial Distributions ........................................46
          (4) Other Optional Forms .........................................46
    (b)   Direct Rollover Distributions ....................................46
    (c)   Assets Distributed ...............................................47
  9.5     Cash-Out Payment of Benefits .....................................47
  9.6     Qualified Domestic Relations Orders ..............................47
  9.7     Beneficiary Designation ..........................................47
    (a)   General ..........................................................47
    (b)   No Designation or Designee Dead or Missing .......................48
  9.8     Claims ...........................................................48
    (a)   Procedure ........................................................48
    (b)   Review Procedure .................................................48
    (c)   Satisfaction of Claims ...........................................49
  9.9     Explanation of Rollover Distributions ............................49
  9.10    Forfeiture of Benefits by Killers ................................49
  9.11    Unclaimed Benefits ...............................................50
  9.12    Recovery of Mistaken Payments ....................................50
</Table>


                                       vi
<PAGE>

<Table>
<S>                                                                         <C>
ARTICLE X WITHDRAWALS AND LOANS ............................................51
  10.1    In-Service Withdrawals ...........................................51
    (a)   General ..........................................................51
    (b)   Election to Withdraw .............................................51
    (c)   Source of Withdrawal Amounts .....................................51
    (d)   Payment of Withdrawal ............................................51
    (e)   Effect of Outstanding Loan .......................................51
  10.2    Hardship Withdrawals .............................................51
    (a)   Parameters of Hardship Withdrawals ...............................51
    (b)   Immediate and Heavy Financial Need ...............................52
    (c)   Necessary to Satisfy a Financial Need ............................52
  10.3    Withdrawals of Entire Vested Account Upon Attainment of Age
          59 1/2 ...........................................................52
  10.4    Withdrawals of After-Tax and Rollover Accounts ...................52
  10.5    Withdrawals of Prior Employer Contributions Account ..............52
  10.6    Withdrawals of Ameritech Restricted Account ......................53
  10.7    Withdrawals from Transfer Accounts ...............................53
  10.8    Loans to Participants ............................................53
    (a)   Grant of Authority ...............................................53
    (b)   Nondiscriminatory Policy .........................................53
    (c)   Minimum Loan Amount ..............................................53
    (d)   Maximum Loan Amount ..............................................53
    (e)   Maximum Loan Term ................................................54
    (f)   Terms of Repayment ...............................................54
    (g)   Adequacy of Security .............................................55
    (h)   Rate of Interest .................................................55
    (i)   Source of Loan Amounts ...........................................55
    (j)   Crediting Loan Payments to Accounts ..............................55
    (k)   Remedies in the Event of Default .................................55
    (l)   Qualified Military Service .......................................56
ARTICLE XI ADMINISTRATION ..................................................57
  11.1    Administrative Committee; Appointment and Term of Office .........57
    (a)   Appointment ......................................................57
    (b)   Removal; Resignation .............................................57
    (c)   Certification ....................................................57
  11.2    Organization of Administrative Committee .........................57
  11.3    Powers and Responsibility ........................................57
  11.4    Records of Administrative Committee ..............................58
    (a)   Notices and Directions ...........................................58
    (b)   Records ..........................................................58
  11.5    Delegation .......................................................59
  11.6    Reporting and Disclosure .........................................59
  11.7    Construction of the Plan .........................................59
  11.8    Correction of Errors .............................................59
  11.9    Assistants and Advisors ..........................................60
    (a)   Engaging Advisors ................................................60
    (b)   Reliance on Advisors .............................................60
</Table>


                                       vii
<PAGE>

<Table>
<S>                                                                         <C>
  11.10   Investment Committee .............................................60
    (a)   Appointment ......................................................60
    (b)   Duties ...........................................................60
  11.11   Direction of Trustee .............................................61
  11.12   Bonding ..........................................................61
  11.13   Indemnification ..................................................61
ARTICLE XII ALLOCATION OF AUTHORITY AND RESPONSIBILITIES ...................62
  12.1    Controlling Company and Board ....................................62
    (a)   General Responsibilities .........................................62
    (b)   Allocation of Authority ..........................................62
    (c)   Authority of Participating Companies .............................62
  12.2    Administrative Committee .........................................63
  12.3    Investment Committee .............................................63
  12.4    Trustee ..........................................................63
  12.5    Limitations on Obligations of Fiduciaries ........................63
  12.6    Delegation .......................................................63
  12.7    Multiple Fiduciary Roles .........................................63
ARTICLE XIII AMENDMENT, TERMINATION AND ADOPTION ...........................64
  13.1    Amendment ........................................................64
  13.2    Termination ......................................................64
    (a)   Vesting Upon Complete Termination ................................64
    (b)   Dissolution of Trust .............................................64
    (c)   Vesting Upon Partial Termination .................................64
  13.3    Adoption of the Plan by a Participating Company ..................65
    (a)   Procedures for Participation .....................................65
    (b)   Single Plan ......................................................65
    (c)   Authority under Plan .............................................65
    (d)   Contributions to Plan ............................................65
    (e)   Withdrawal from Plan .............................................65
  13.4    Merger, Consolidation and Transfer of Assets or Liabilities ......66
ARTICLE XIV TOP-HEAVY PROVISIONS ...........................................67
  14.1    Top-Heavy Plan Years .............................................67
  14.2    Determination of Top-Heavy Status ................................67
    (a)   Application ......................................................67
    (b)   Special Definitions ..............................................67
          (1) Determination Date ...........................................67
          (2) Key Employee .................................................68
          (3) Non-Key Employee .............................................68
          (4) Permissive Aggregation Group .................................68
          (5) Required Aggregation Group ...................................69
          (6) Top-Heavy Group ..............................................69
    (c)   Special Rules ....................................................69
  14.3    Top-Heavy Minimum Contribution ...................................70
    (a)   Multiple Defined Contribution Plans ..............................70
    (b)   Defined Contribution and Benefit Plans ...........................70
    (c)   Defined Contribution Minimum .....................................71
</Table>


                                      viii
<PAGE>

<Table>
<S>                                                                         <C>
    (d)   Defined Benefit Minimum ..........................................71
  14.4    Top-Heavy Minimum Vesting ........................................72
  14.5    Collectively Bargained Employees .................................72
  14.6    Construction of Limitations and Requirements .....................72
ARTICLE XV MISCELLANEOUS ...................................................73
  15.1    Nonalienation of Benefits and Spendthrift Clause .................73
    (a)   General Nonalienation Requirements ...............................73
    (b)   Exception for Qualified Domestic Relations Orders ................73
    (c)   Exception for Loans from the Plan ................................73
    (d)   Exception for Crimes against the Plan ............................73
  15.2    Headings .........................................................74
  15.3    Construction, Controlling Law ....................................74
  15.4    No Contract of Employment ........................................74
  15.5    Legally Incompetent ..............................................74
  15.6    Heirs, Assigns and Personal Representatives ......................75
  15.7    Title to Assets, Benefits Supported Only By Trust Fund ...........75
  15.8    Legal Action .....................................................75
  15.9    No Discrimination ................................................75
  15.10   Severability .....................................................76
  15.11   Exclusive Benefit; Refund of Contributions .......................76
    (a)   Permitted Refunds ................................................76
    (b)   Payment of Refund ................................................76
    (c)   Limitation on Refund .............................................76
  15.12   Predecessor Service ..............................................76
  15.13   Recordkeeper Transition Rule .....................................76
  15.14   Plan Expenses ....................................................77
SCHEDULE A  CINGULAR WIRELESS 401(K) SAVINGS PLAN PARTICIPATING
      COMPANIES AND EFFECTIVE DATES .......................................A-1
SCHEDULE B  CINGULAR WIRELESS 401(K) SAVINGS PLAN SERVICE WITH
      PREDECESSOR EMPLOYERS ...............................................B-1
SCHEDULE C  CINGULAR WIRELESS 401(K) SAVINGS PLAN SPECIAL
      EFFECTIVE DATES FOR MERGED PLANS ....................................C-1
</Table>


                                       ix
<PAGE>

                                 ARTICLE I
                                DEFINITIONS

      For purposes of the Plan, the following terms, when used with an initial
capital letter, shall have the meanings set forth below unless a different
meaning plainly is required by the context.

      1.1 Account shall mean, with respect to a Participant or Beneficiary, the
amount of money or other property in the Trust Fund, as is evidenced by the last
balance posted in accordance with the terms of the Plan to the account record
established for such Participant or Beneficiary. The Administrative Committee,
as required by the terms of the Plan and otherwise as it deems necessary or
desirable in its sole discretion, may establish and maintain separate
subaccounts for each Participant and Beneficiary. "Account" shall refer to the
aggregate of all separate subaccounts or to individual, separate subaccounts, as
may be appropriate in context.

      1.2 ACP or Actual Contribution Percentage shall mean, with respect to a
specified group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group and rounded to the
nearest 1/100th of a percent) of (i) the total of the amount of After-Tax
Contributions, Matching Contributions and, to the extent designated by the
Administrative Committee, the Before-Tax and/or Qualified Nonelective
Contributions, as well as other before-tax and/or qualified nonelective
contributions (excluding Before-Tax Contributions and Qualified Nonelective
Contributions counted for purposes of Section 6.3 and any Contributions returned
to a Participant or otherwise removed from his Account to correct excess Annual
Additions) actually paid to the Trustee on behalf of each such Participant for a
specified Plan Year, to (ii) such Participant's Compensation for such specified
Plan Year. If a Highly Compensated Employee participates in the Plan and one or
more other plans of any Affiliates to which matching or after-tax contributions
are made (other than a plan for which aggregation with the Plan is not
permitted), the matching and after-tax contributions made with respect to such
Highly Compensated Employee shall be aggregated for purposes of determining his
ACP. The ACP shall be rounded to the nearest 1/100th of a percent and shall be
calculated in a manner consistent with the terms of Code Section 401(m) and the
regulations promulgated thereunder. If a Participant is eligible to participate
in the Plan for all or a portion of a Plan Year by reason of satisfying the
eligibility requirements of Article II but makes no Before-Tax Contributions
which are taken into account (as described above) for purposes of calculating
his ACP, makes no After-Tax Contributions, and if he receives no allocations of
Matching Contributions or Qualified Nonelective Contributions which are taken
into account (as described above) for purposes of calculating his ACP, such
Participant's ACP for such Plan Year shall be zero.

      1.3 ACP Test shall mean the nondiscrimination test described in Section
6.4.

      1.4 Active Participant shall mean, for any Plan Year (or any portion
thereof), any Covered Employee who, pursuant to the terms of Article II, has
been admitted to, and not removed from, active participation in the Plan since
the last date his employment commenced or recommenced.


                                       1
<PAGE>

      1.5 Administrative Committee shall mean the committee or its delegate
which shall act on behalf of the Controlling Company to administer the Plan as
provided in Article XI. The Administrative Committee shall be the plan
administrator, as that term is defined in Code Section 414(g). The Controlling
Company may act in lieu of the Administrative Committee, as it deems appropriate
or desirable.

      1.6 ADP or Actual Deferral Percentage shall mean, with respect to a
specified group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group and rounded to the
nearest 1/100th of a percent) of (i) the total of the amount of Before-Tax
Contributions (excluding Before-Tax Contributions, if any, designated by the
Administrative Committee to be taken into account under Section 6.4 to help
satisfy the ACP Tests, or removed from a Participant's Account to correct excess
Annual Additions) and, to the extent designated under Section 6.3(c) by the
Administrative Committee, the Qualified Nonelective Contributions [excluding
Qualified Nonelective Contributions counted for purposes of Section 6.4(c)] as
well as other before-tax and/or qualified nonelective contributions actually
paid to the Trustee on behalf of each such Participant for a specified Plan
Year, to (ii) such Participant's Compensation for such specified Plan Year. If a
Highly Compensated Employee participates in the Plan and one or more other plans
of any Affiliates to which before-tax contributions are made (other than a plan
for which aggregation with the Plan is not permitted), the before-tax
contributions made with respect to such Highly Compensated Employee shall be
aggregated for purposes of determining his ADP. The ADP shall be rounded to the
nearest 1/100th of a percent and shall be calculated in a manner consistent with
the terms of Code Section 401(k) and the regulations promulgated thereunder. If
a Participant is eligible to participate in the Plan for all or a portion of a
Plan Year by reason of satisfying the eligibility requirements of Article II but
makes no Before-Tax Contributions and receives no allocation of Qualified
Nonelective Contributions that are taken into account for purposes of the ADP
Tests, such Participant's ADP for such Plan Year shall be zero.

      1.7 ADP Test shall mean the nondiscrimination test described in Section
6.3.

      1.8 Affiliate shall mean, as of any date and determined separately with
respect to the Controlling Company and each Related Company, (i) a Participating
Company, and (ii) any company, person or organization which, on such date, (A)
is a member of the same controlled group of corporations [within the meaning of
Code Section 414(b)] as is a Participating Company; (B) is a trade or business
(whether or not incorporated) which controls, is controlled by or is under
common control [within the meaning of Code Section 414(c)] with a Participating
Company; (C) is a member of an affiliated service group [as defined in Code
Section 414(m)] which includes a Participating Company; or (D) is required to be
aggregated with a Participating Company pursuant to regulations promulgated
under Code Section 414(o). Solely for purposes of Sections 6.7 and 1.28(d), the
term "Affiliate" as defined in this Section shall be deemed to include any
entity that would be an Affiliate if the phrase "more than 50 percent" were
substituted for the phrase "at least 80 percent" in each place the latter phrase
appears in Code Section 1563(a)(1).

      1.9 After-Tax Account shall mean the separate subaccount established and
maintained on behalf of a Participant or Beneficiary to reflect his interest in
the Trust Fund attributable to After-Tax Contributions.


                                       2
<PAGE>

      1.10 After-Tax Contributions shall mean the amounts paid by a
Participating Company to the Trust Fund at the election of Participants pursuant
to the terms of Section 3.1(b).

      1.11 After-Tax Deferral Election shall mean an election by an Active
Participant directing the Participating Company of which he is an Employee to
withhold a percentage of his current Compensation from his paychecks and to
contribute such withheld amount to the Plan as an After-Tax Contribution
pursuant to the terms of Section 3.1(b).

      1.12 Alternate Payee shall mean an alternate payee as defined in Code
Section 414(p).

      1.13 Ameritech Restricted Account shall mean the separate subaccount
established and maintained on behalf of a Transferred Participant to reflect his
interest in the Trust Fund attributable to amounts transferred from the SBC
Plans representing "safe harbor" matching contributions under Code Section
401(k)(12) originally made under the Ameritech Savings Plan for Salaried
Employees on or after January 1, 1999.

      1.14 Annual Addition shall mean the sum of the amounts described in
Section 6.7(d).

      1.15 Before-Tax Account shall mean the separate subaccount established and
maintained on behalf of a Participant or Beneficiary to reflect his interest in
the Trust Fund attributable to Before-Tax Contributions.

      1.16 Before-Tax Contributions shall mean the amounts paid by each
Participating Company to the Trust Fund at the election of Participants pursuant
to the terms of Section 3.1(a).

      1.17 Before-Tax Deferral Election shall mean an election by an Active
Participant directing the Participating Company of which he is an Employee to
withhold a percentage of his current Compensation from his paychecks and to
contribute such withheld amount to the Plan as a Before-Tax Contribution
pursuant to the terms of Section 3.1(a).

      1.18 BellSouth shall mean BellSouth Corporation or any of its affiliates.

      1.19 BellSouth Plans shall mean the BellSouth Retirement Savings Plan and
the BellSouth Retirement Savings and Security Plan.

      1.20 BellSouth Stock shall mean the shares of common stock of BellSouth
Corporation.

      1.21 BellSouth Shares Fund shall mean the fund holding all shares of
BellSouth Stock that were previously allocated under the BellSouth Plans.

      1.22 BellSouth Transferred Participant shall mean a former employee of
BellSouth who (i) became an Employee of a Participating Company in connection
with the formation of the Controlling Company and pursuant to an agreement
between BellSouth, SBC and the Controlling Company, and (ii) was a participant
under one of the BellSouth Plans (whether or not making deferrals) immediately
prior to becoming an Employee of a Participating Company.


                                       3
<PAGE>

      1.23 Beneficiary shall mean the person(s) designated in accordance with
Section 9.7 to receive any death benefits that may be payable under the Plan
upon the death of a Participant.

      1.24 Board shall mean board of directors of Cingular Wireless Corporation
or any committee(s) or individual(s) authorized to act on behalf of such board
of directors.

      1.25 Break in Service shall have the meaning set forth in subsection (a)
hereof, subject to the terms of subsection (b) hereof:

            (a) Years of Service. Solely for purposes of determining an
Employee's Years of Service and subject to the terms of subsection (b) hereof,
"Break in Service" shall mean, generally, a period of 12 consecutive months
beginning on a Severance Date or anniversary of such date, during which an
Employee does not complete an Hour of Service. For purposes of determining
whether or not the Employee has incurred a Break in Service, and solely for the
purpose of avoiding a Break in Service, an Employee absent from work due to a
Maternity or Paternity Leave shall not have a Break in Service until the second
anniversary of the first day of such absence from employment; provided, the
period between the first and second anniversary of such first day of absence is
not a period of service for any other purpose.

            (b) Effect of FMLA. For purposes of determining whether or not an
Employee has incurred a Break in Service, and solely for the purpose of avoiding
a Break in Service, to the extent required under the Family and Medical Leave
Act of 1993 and the regulations promulgated thereunder, an Employee shall be
deemed to be performing services for an Affiliate during any period the Employee
is granted leave under such Act (i) for the birth of a child, (ii) for the
placement with the Employee of a child for adoption or foster care, (iii) to
care for a Spouse, child or parent of the Employee with a serious health
condition, or (iv) for a serious health condition that makes the Employee unable
to perform the functions of the Employee's job.

      1.26 Chief Executive Officer shall mean the Chief Executive Officer of the
Controlling Company.

      1.27 Code shall mean the Internal Revenue Code of 1986, as amended, and
any succeeding federal tax provisions.

      1.28 Compensation shall have the meaning set forth in subsection (a), (b),
(c), (d), (e) or (f) hereof, whichever is applicable:

            (a) Benefit Compensation. For purposes of determining the amount of
Before-Tax Contributions and After-Tax Contributions pursuant to Section 3.1,
determining the amount of Matching Contributions pursuant to Section 3.2,
allocating Qualified Nonelective Contributions pursuant to Section 5.3, and for
all other purposes except those set forth in subsections (b), (c), (d), (e) and
(f) hereof, "Compensation" shall mean, for any Plan Year, the total of the
amounts described in subsections (1) and (2) minus the amounts described in
subsections (3), (4), (5) and (6), as follows:

                 (1) all amounts that are wages within the meaning of Code
      Section 3401(a) and all other payments of compensation to an Employee by
      an Affiliate (in the


                                       4
<PAGE>

      course of the Affiliate's trade or business) for which the Affiliate is
      required to furnish the Employee a written statement under Code Sections
      6041(d), 6051(a)(3) and 6052 (i.e., all amounts reportable by Affiliates
      on IRS Form W-2); provided, such amounts shall be determined without
      regard to any rules that limit the remuneration included in wages based on
      the nature or location of employment or the services performed [such as
      the exception for agricultural labor in Code Section 3401(a)(2)]; plus

                 (2) any elective deferral [as defined in Section 402(g)(3)],
      and any amount which is contributed or deferred by an Affiliate at the
      election of the Employee and which is not includible in the gross income
      of the Employee by reason of Code Section 125, 457, or 132(f)(4); minus

                 (3) all amounts included in subsection (1) that consist of any
      reimbursements or other expense allowances, fringe benefits (cash and
      noncash), moving expenses, deferred compensation and welfare benefits
      (even if includible in gross income); minus

                 (4) all amounts included in subsection (1) that consist of
      payments under a long-term incentive plan; minus

                 (5) all amounts included in subsection (1) or (2) that consist
      of any amounts paid or made available to a Participant during the Plan
      Year while he is not an Active Participant; minus

                 (6) all Compensation in excess of $170,000 [or such other limit
      as is applicable for the Plan Year under Code Section 401(a)(17)].

            (b) Section 404 Compensation. Solely for purposes of Section 6.1
(relating to maximum deductible contribution limitations under Code Section
404), "Compensation" shall mean, with respect to a Participant for a specified
period, the amounts from all Affiliates referred to in subsection (a)(1) hereof
minus the amount described in (a)(6) hereof.

            (c) Top-Heavy Compensation. Solely for purposes of Section 14.3
(relating to minimum Contributions under a Top-Heavy Plan), "Compensation" shall
mean, with respect to a Participant for a specified period, the amounts from all
Affiliates referred to in subsections (a)(1) and (a)(2) hereof minus the amount
described in (a)(6) hereof.

            (d) Section 415 Compensation. Solely for purposes of Section 6.7
(relating to maximum contribution and benefit limitations under Code Section
415), "Compensation" shall mean, with respect to a Participant for a Limitation
Year, the total of the amounts from all Affiliates referred to in subsections
(a)(1) and (a)(2) hereof.

            (e) Key Employee and Highly Compensated Employee Compensation.
Solely for purposes of determining which Employees are Key Employees under
Section 14.2(b)(2) and which Employees are Highly Compensated Employees under
Section 1.50 for any applicable Plan Year, "Compensation" shall mean, with
respect to an Employee for a specified Plan Year, the total of the amounts from
all Affiliates referred to in subsections (a)(1) and (a)(2) hereof [for
determining Highly Compensated Employee Compensation for Plan Years


                                       5
<PAGE>
beginning prior to January 1, 2002, amounts described in Code Section 132(f)(4)
shall be disregarded].

            (f) Testing Compensation. For purposes of performing discrimination
testing to ensure compliance with Code Sections 401(a)(4), 401(k) and 401(m) and
for purposes of allocating Qualified Nonelective Contributions under Section
5.3(d), "Compensation" generally shall be determined separately for (i) the
Controlling Company and its Affiliates and (ii) each Related Company and its
Affiliates as the total of the amounts from all Affiliates referred to in
subsections (a)(1) and (a)(2) hereof minus the amount described in (a)(6)
hereof; provided, on a plan year-by-plan year basis, the Administrative
Committee may elect to use any other definition that satisfies the
nondiscrimination requirements of Code Section 414(s).

      1.29 Contributions shall mean, individually or collectively, the
Before-Tax, After-Tax, Matching, Qualified Nonelective, Rollover and Transfer
Contributions permitted under the Plan.

      1.30 Controlling Company shall mean Cingular Wireless LLC and its
successors which adopt the Plan.

      1.31 Covered Employee shall mean an Employee of a Participating Company
other than:

            (a) An Employee who is a leased employee within the meaning of Code
Section 414(n);

            (b) An individual classified as an independent contractor or leased
employee under a Participating Company's customary worker classification
procedures (whether or not such individual is actually an Employee);

            (c) An Employee who is a nonresident alien who receives no earned
income from an Affiliate which constitutes income from sources within the United
States or the United States Virgin Islands;

            (d) An Employee who is a member of a collective bargaining unit,
unless the terms of the collective bargaining agreement between the
Participating Company of the Employee and the bargaining unit require that the
Employee be eligible to participate in the Plan; or

            (e) An Employee who is eligible to actively participate in the
Savings and Security Plan.

      1.32 Deferral Election shall mean an election by an Active Participant
directing the Participating Company of which he is an Employee to withhold a
percentage of his current Compensation from his paychecks and to contribute such
withheld amount to the Plan as Before- Tax and/or After-Tax Contributions,
pursuant to the terms of Section 3.1. The term Deferral Election shall include
both Before-Tax and After-Tax Deferral Elections.

      1.33 Defined Benefit Minimum shall mean the minimum benefit level as
described in Section 14.3(d).


                                       6
<PAGE>

      1.34 Defined Benefit Plan shall mean any qualified retirement plan
maintained by an Affiliate which is not a Defined Contribution Plan.

      1.35 Defined Contribution Minimum shall mean the minimum contribution
level as described in Section 14.3(c).

      1.36 Defined Contribution Plan shall mean any qualified retirement plan
maintained by an Affiliate which provides for an individual account for each
participant and for benefits based solely on the amount contributed to the
participant's account and any income, expenses, gains, losses and forfeitures of
accounts of other participants, which may be allocated to such participant's
account.

      1.37 Determination Date shall mean the date described in Section
14.2(b)(1) hereof.

      1.38 Disability or Disabled shall mean generally the condition of a
Participant that has resulted in his being approved for payment of benefits,
directly or indirectly, under any long- term disability plan maintained by a
Participating Company; such approval shall be made by such person and pursuant
to such rules and criteria as are prescribed in the procedures of any such plan.
In the event that a Participant is not covered by a long-term disability plan
maintained by a Participating Company, the Administrative Committee, in its sole
discretion, shall determine whether such Participant has suffered a Disability
or is Disabled. In making such determination, the Administrative Committee shall
use the definitions and criteria established and set forth in the long-term
disability plan maintained by a Participating Company and, if consistent with
such criteria, may require such medical proof as it deems necessary, including
the certificate of one or more licensed physicians selected by the
Administrative Committee. The decision of the Administrative Committee as to
Disability shall be final and binding. Notwithstanding anything herein to the
contrary, a Participant shall be deemed to be Disabled upon a determination by
the Social Security Administration, while the Participant is an Employee, that
the Participant is eligible for Social Security disability benefits.

      1.39 Effective Date shall mean November 1, 2001. The effective date of
participation in the Plan for each Participating Company shall be the date set
forth with respect to the Participating Company on Schedule A hereto.

      1.40 Elective Deferrals shall mean, with respect to a Participant for any
calendar year, the total amount of his Before-Tax Contributions plus such other
amounts as shall be determined pursuant to the terms of Code Section 402(g)(3).

      1.41 Eligible Non-Highly Compensated Employee shall mean an Employee (i)
who is not a Highly Compensated Employee and (ii) who is taken into account in
performing the ADP or ACP Tests which the Qualified Nonelective Contribution is
intended to help correct.

      1.42 Eligible Retirement Plan shall mean a plan which is a defined
contribution plan, the terms of which permit the acceptance of rollover
distributions and which is either (i) an individual retirement account described
in Code Section 408(a), (ii) an individual retirement annuity described in Code
Section 408(b) (other than an endowment contract), (iii) a qualified trust
described in Code Section 401(a) and exempt from tax under Code Section 501(a),
or (iv) an annuity plan described in Code Section 403(a). In the case of a
distribution to the


                                       7
<PAGE>
Surviving Spouse, Eligible Retirement Plan shall mean the Plan described in
either clause (i) or (ii) hereof.

      1.43 Eligible Rollover Distribution shall mean any distribution to (i) a
Participant, (ii) his Surviving Spouse (after his death), or (iii) his Spouse or
former Spouse who is his Alternate Payee under a qualified domestic relations
order (see Sections 9.6 and 15.1), of all or any portion of the balance to his
credit in a qualified trust (including any distribution to a Participant of all
or any portion of his Account); provided, an "Eligible Rollover Distribution"
shall not include (i) any distribution which is one of a series of substantially
equal periodic payments made, not less frequently than annually, (A) for the
life (or life expectancy) of the Participant or the joint lives (or joint life
expectancies) of the Participant and his Beneficiary, or (B) for a specified
period of 10 years or more, (ii) any distribution to the extent such
distribution is required under Code Section 401(a)(9), (iii) the portion of any
distribution that is not includible in gross income of the distributee, and (iv)
withdrawals on account of hardship, as described in Code Section
401(k)(2)(B)(i)(IV) and the regulations promulgated thereunder, to the extent
such withdrawals are made from Before-Tax Contributions.

      1.44 Employee shall mean any individual who is employed by an Affiliate
(including officers, but excluding independent contractors and directors who are
not officers or otherwise employees) and shall include leased employees of an
Affiliate within the meaning of Code Section 414(n); provided, an individual who
is on paid Leave of Absence from an Affiliate shall be deemed to be actively
employed by such Affiliate (unless such individual is classified as terminated
under such Affiliate's customary worker classification procedures).
Notwithstanding the foregoing, if leased employees constitute 20 percent or less
of an Affiliate's nonhighly compensated work force within the meaning of Code
Section 414(n)(5)(C)(ii), the term "Employee" shall not include those leased
employees covered by a plan described in Code Section 414(n)(5)(B).

      1.45 Employment Date shall mean, with respect to any Employee of an
Affiliate, the date on which he first completes an Hour of Service. In the case
of an Employee of an Affiliate who incurs a Break in Service and is reemployed,
"Employment Date" shall mean (i) with respect to service before the Break in
Service, the date determined pursuant to the preceding sentence; and (ii) with
respect to service after the Break in Service, the date on which he first
completes an Hour of Service after reemployment.

      1.46 Entry Date shall mean each day during the period in which the Plan
remains in effect.

      1.47 ERISA shall mean the Employee Retirement Income Security Act of 1974,
as amended.

      1.48 Forfeiture shall mean, for any Plan Year, the dollar amount that is
removed from the Account of a former Employee during such Plan Year.

      1.49 Formal Force Reduction shall mean an event causing a Participant to
separate from service pursuant to the provisions of a severance pay plan
sponsored by his Participating Company and approved by the Administrative
Committee which is treated as a welfare plan in


                                       8
<PAGE>

accordance with ERISA and DOL Regulations sections 2510.3-2(b) and which
provides for payment of severance benefits (other than in lieu of vacation) to
Employees (including Employees who are not Highly Compensated Employees) on
account of termination of employment in accordance with a Participating
Company's plans or practices with respect to technological displacements or
force surplus reduction.

      1.50 Highly Compensated Employee shall mean an Employee who is described
either in subsection (a)(1) or (a)(2), as modified by subsections (b), (c), (d),
and (e) hereof; provided, the determination of Highly Compensated Employees
shall be made separately with respect to (i) each Related Company and its
Affiliates and (ii) all other Affiliates.

            (a) General Rule.

                 (1) An Employee who at any time during the current Plan Year or
      the immediately preceding Plan Year owned [or was considered as owning
      within the constructive ownership rules of Code Section 318 as modified by
      Code Section 416(i)(1)(B)(iii)] more than 5 percent of the outstanding
      stock of a corporate Affiliate or stock possessing more than 5 percent of
      the total combined voting power of all stock of a corporate Affiliate or
      more than 5 percent of the capital or profits interest in a noncorporate
      Affiliate; or

                 (2) An Employee who at any time during the immediately
      preceding Plan Year:

                       (A) received Compensation in excess of $85,000 [or other
            such limit as in effect for such Plan Year under Code Section
            414(q)(1)(B)(i)]; and

                       (B) was within the group consisting of the most highly
            compensated 20 percent of all Employees [determined on the basis of
            "Compensation" as defined in Section 1.28(e)].

            (b) Excluded Employees. For purposes of subsection (a)(2)(B) hereof,
the following may be excluded when determining the most highly compensated 20
percent of all Employees:

                 (1) Employees who have not completed 6 months of service;

                 (2) Employees who normally work fewer than 17 1/2 hours per
      week;

                 (3) Employees who normally work not more than 6 months during
      any Plan Year; and

                 (4) Employees who have not attained age 21.

            (c) Former Employees. For purposes of this Section, a former
Employee shall be treated as a Highly Compensated Employee if (i) the former
Employee was a Highly Compensated Employee at the time the Employee separated
from service with all Affiliates, or


                                       9
<PAGE>

(ii) the former Employee was a Highly Compensated Employee at any time after he
attained age 55.

            (d) Nonresident Aliens. For purposes of this Section, nonresident
aliens who receive no earned income from an Affiliate which constitutes income
from sources within the United States [as described in Code Section 414(q)(8)]
shall not be treated as Employees.

            (e) Compliance with Code Section 414(q). Notwithstanding the
foregoing, the determination of who is a Highly Compensated Employee shall be
made in accordance with Code Section 414(q) and the regulations promulgated
thereunder.

      1.51 Hour of Service shall mean each hour for which an employee is paid or
entitled to payment for the performance of duties by an Affiliate.

      1.52 Houston Cellular Plan shall mean the Houston Cellular Telephone Co. &
Galveston Cellular Telephone Co. Savings Plan which shall be merged into the
Plan effective December 23, 2001.

      1.53 Investment Committee shall mean the individual or committee which
shall act on behalf of the Controlling Company with respect to making and
effecting investment decisions, all as provided in Article XI. Until the
Controlling Company specifies otherwise, the Vice President-Treasurer of the
Controlling Company shall serve as the Investment Committee. The Controlling
Company may act in lieu of the Investment Committee, as it deems appropriate or
desirable.

      1.54 Investment Fund or Funds shall mean one or all of the investment
funds established from time to time pursuant to the terms of Section 7.2.

      1.55 Key Employee shall mean the persons described in Section 14.2(b)(2).

      1.56 Leave of Absence shall mean an excused leave of absence granted to an
Employee by an Affiliate in accordance with applicable federal or state law or
the Affiliate's personnel policy. Among other things, Leave of Absence shall be
granted to an Employee under such circumstances as the Administrative Committee
shall determine are fair, reasonable and equitable, as applied uniformly among
Employees under similar circumstances.

      1.57 Limitation Year shall mean the 12-month period ending on each
December 31, which shall be the "limitation year" for purposes of Code Section
415 and the regulations promulgated thereunder.

      1.58 Matching Account shall mean the separate subaccount established and
maintained on behalf of a Participant or Beneficiary to reflect his interest in
the Trust Fund attributable to Matching Contributions.

      1.59 Matching Contributions shall mean the amounts paid by each
Participating Company to the Trust Fund as a match on Participants' Before-Tax
Contributions and/or After- Tax Contributions pursuant to the terms of Section
3.2.


                                       10
<PAGE>

      1.60 Maternity or Paternity Leave shall mean any period during which an
Employee is absent from work as an Employee of an Affiliate (i) because of the
pregnancy of such Employee, (ii) because of the birth of a child of such
Employee, (iii) because of the placement of a child with such Employee in
connection with the adoption of such child by such Employee, or (iv) for
purposes of such Employee caring for a child immediately after the birth or
placement of such child.

      1.61 Maximum Deferral Amount shall mean $10,500 [or such other limit as is
applicable for the Plan Year under Code Section 402(g)], as adjusted by the
Secretary of the Treasury under Code Section 402(g)(5) for cost of living
expenses.

      1.62 Named Fiduciary shall mean the Controlling Company, the Board, the
Administrative Committee and the Investment Committee.

      1.63 Non-Key Employee shall mean the persons described in Section
14.2(b)(3).

      1.64 Normal Retirement Age shall mean age 65.

      1.65 Participant shall mean any person who has been admitted to, and has
not been removed from, participation in the Plan pursuant to the provisions of
Article II. "Participant" shall include an Active Participant and a former
Employee who has an Account under the Plan.

      1.66 Participating Company shall mean a company that has adopted or
hereafter may adopt the Plan for the benefit of its Employees and which
continues to participate in the Plan, all as provided in Section 13.3. The name
of each Participating Company, along with the effective date of its
participation in the Plan, shall be set forth on Schedule A hereto.

      1.67 Permissive Aggregation Group shall mean the group of plans described
in Section 14.2(b)(4).

      1.68 Plan shall mean the Cingular Wireless 401(k) Savings Plan. The Plan
is intended to be a profit sharing plan qualified under Code Sections 401(a) and
401(k).

      1.69 Plan Year shall mean the 12-month period ending on each December 31.

      1.70 Prior Employer Contributions Account shall mean the separate
subaccount established and maintained on behalf of a Transferred Participant to
reflect his interest in the Trust Fund attributable to amounts transferred from
the BellSouth Plans, Houston Cellular Plan, the USVI Plan and the SBC Plans
(excluding amounts allocated to the Ameritech Restricted Account) attributable
to employer contributions made thereunder.

      1.71 Prior Plan shall mean a qualified retirement plan from which the Plan
accepts Transfer Contributions.

      1.72 QDRO shall mean a qualified domestic relations order within the
meaning of Code Section 414(p).


                                       11
<PAGE>
      1.73 Qualified Nonelective Account shall mean the separate subaccount
established and maintained on behalf of a Participant or Beneficiary to reflect
his interest in the Trust Fund attributable to Qualified Nonelective
Contributions.

      1.74 Qualified Nonelective Contributions shall mean the qualified
nonelective contributions paid to the Trust Fund by each Participating Company
pursuant to the terms of Section 3.3.

      1.75 Qualified Spousal Waiver shall mean a written election executed by a
Spouse, delivered to the Administrative Committee and witnessed by a notary
public or a Plan representative, which consents to the payment of all or a
specified portion of a Participant's death benefit to a Beneficiary other than
such Spouse and which acknowledges that such Spouse has waived his right to be
the Participant's Beneficiary under the Plan. A Qualified Spousal Waiver shall
be valid only with respect to the Spouse who signs it and shall apply only to
the alternative Beneficiary designated therein, unless the written election
expressly permits other designations without further consent of the Spouse. A
Qualified Spousal Waiver shall be irrevocable unless revoked by the Participant
by way of (i) a written statement delivered to the Administrative Committee or
(ii) a written revocation of the non-Spouse Beneficiary designation to which
such Spouse has consented; provided, any such revocation must be received by the
Administrative Committee prior to the Participant's date of death.

      1.76 Related Company shall mean, as of any date, any Participating Company
which is not (i) a member of the same controlled group of corporations [within
the meaning of Code ss.414(b)], (ii) a member of a group of trades or businesses
under common control [within the meaning of Code ss.414(c)], (iii) a member of
an affiliated service group [within the meaning of Code ss.414(m)] or (iv)
required to be aggregated with a group [in accordance with Code ss.414(o)] which
includes the Controlling Company.

      1.77 Required Aggregation Group shall mean the group of plans described in
Section 14.2(b)(5).

      1.78 Rollover Account shall mean the separate subaccount established and
maintained on behalf of a Covered Employee, Participant or Beneficiary to
reflect his interest in the Trust Fund attributable to Rollover Contributions.

      1.79 Rollover Contribution shall mean an amount contributed to the Trust
Fund (and received and accepted by the Trustee) which constitutes an "eligible
rollover contribution" as defined in Code Section 402(f)(2)(A). An amount shall
be treated as a Rollover Contribution only to the extent that its acceptance by
the Trustee is permitted under the Code (including the regulations and rulings
promulgated thereunder).

      1.80 SBC shall mean SBC Communications Inc. or any of its affiliates.

      1.81 SBC Plans shall mean the SBC Savings Plan and the SBC Savings and
Security Plan.

      1.82 SBC Shares Fund shall mean the fund holding all shares of SBC Stock
that were previously allocated under the SBC Plans.


                                       12
<PAGE>

      1.83 SBC Stock shall mean the shares of common stock of SBC Communications
Inc.

      1.84 Savings and Security Plan shall mean the Cingular Wireless 401(k)
Savings and Security Plan.

      1.85 Senior Officers shall mean the Chief Operating Officer, Chief
Financial Officer and the Senior Vice President - Human Resources of the
Controlling Company.

      1.86 Severance Date shall mean, with respect to an Employee of an
Affiliate, the earlier of (i) the date his employment with all Affiliates
terminates or (ii) the first anniversary of the first date such Employee is
absent from employment with all Affiliates (with or without pay) for any reason
other than his termination of employment (for example, vacation, disability,
Leave of Absence or layoff).

      1.87 Spouse or Surviving Spouse shall mean, with respect to a Participant,
the person who is treated as married to such Participant under the laws of the
state in which the Participant resides. The determination of a Participant's
Spouse or Surviving Spouse shall be made as of the earlier of the date as of
which benefit payments from the Plan to such Participant are made or commence
(as applicable) or the date of such Participant's death. In addition, a
Participant's former Spouse shall be treated as his Spouse or Surviving Spouse
to the extent provided under a qualified domestic relations order, as defined in
Code Section 414(p).

      1.88 Top-Heavy Group shall mean the group of plans described in Section
14.2(b)(6).

      1.89 Top-Heavy Plan shall mean a plan to which the conditions set forth in
Article XIV apply.

      1.90 Transfer Account shall mean one or more separate subaccounts
established and maintained on behalf of a Participant or Beneficiary to reflect
his interest in the Trust Fund attributable to Transfer Contributions; provided,
to the extent that the Administrative Committee (in conjunction with the Plan's
recordkeeper) deems appropriate, other subaccounts may be used to reflect
Participant's interests attributable to Transfer Contributions. "Transfer
Account" shall refer to the aggregate of all separate subaccounts established
for Transfer Contributions or to individual, separate subaccounts appropriately
described, as may be appropriate in context. Transfer Accounts shall be
reflected and described on a schedule hereto.

      1.91 Transfer Contributions shall mean amounts which are received either
(i) by a direct trustee-to-trustee transfer or (ii) as part of a spin-off,
merger or other similar event by the Trustee from the trustee or custodian of
the Prior Plan and held in the Trust Fund on behalf of a Participant or
Beneficiary. Transfer Contributions shall retain the character that those
contributions had under the Prior Plan; for example, after-tax contributions
under the Prior Plan shall continue to be treated as after-tax contributions
when held in the Transfer Account.

      1.92 Transferred Employee shall mean a former employee of SBC or BellSouth
who became an Employee of a Participating Company in connection with the
formation of the Controlling Company and pursuant to an agreement between SBC,
BellSouth and the Controlling Company.


                                       13
<PAGE>

      1.93 Transferred Participant shall mean a former employee of SBC
(including former employees of USVI Cellular Telephone Corporation) or BellSouth
and who (i) became an Employee of a Participating Company in connection with the
formation of the Controlling Company and pursuant to an agreement between
BellSouth, SBC and the Controlling Company, and (ii) was a participant (whether
or not making deferrals) under any of the BellSouth Plans, the SBC Plans, the
Houston Cellular Plan or the USVI Plan immediately prior to becoming an Employee
of a Participating Company.

      1.94 Trust or Trust Agreement shall mean each agreement entered into
between the Controlling Company and a Trustee governing the creation of a Trust
Fund, and all amendments thereto. If more than one Trust Fund is used to hold
Plan assets, there shall be a separate and distinct Trust and Trust Agreement
for each such Trust Fund. To the extent indicated by the context, "Trust" or
"Trust Agreement" may refer collectively to all Trusts and Trust Agreements
creating Trust Funds.

      1.95 Trustee shall mean the party or parties so designated from time to
time pursuant to a Trust Agreement. If more than one Trust Fund is used to hold
Plan assets, there may be a separate and distinct Trustee for each such Trust
Fund. To the extent indicated by the context, "Trustee" may refer to all of the
Trustees or Trustee groups for the Trust Funds.

      1.96 Trust Fund shall mean the total amount of cash and other property
held by a Trustee (or any nominee thereof) at any time under a Trust Agreement.
To the extent indicated by context, "Trust Fund" may refer to all of the Trust
Funds under the Plan.

      1.97 USVI Plan shall mean the USVI Cellular Telephone Corporation 401(k)
Savings Plan which shall be merged into the Plan effective December 23, 2001.

      1.98 Valuation Date shall mean each day the New York Stock Exchange is
open for trading; provided, the value of an Account or the Trust Fund on any
other date shall be the value determined as of the immediately preceding date on
which the New York Stock Exchange was open for trading.

      1.99 Years of Service shall mean, with respect to an Employee, the number
of whole 12-month periods of service commencing on the Employee's Employment
Date and ending on his Severance Date, subject to the following provisions:

            (a) Aggregation Rule. In determining an Employee's number of whole
12-month periods of service for purposes of this Section, nonsuccessive periods
of service shall be aggregated (to the extent that any portion of such service
is not excluded pursuant to the terms of subsection (c) or (d) hereof) on the
basis of days of service, with 365 days of service equal to one Year of Service.
Periods of service of less than 365 days shall be disregarded.

            (b) Counting Periods of Severance. In determining an Employee's
periods of service for purposes of this Section, the following periods of
severance shall be taken into account and treated as periods of service.

                 (1) If an Employee's employment with all Affiliates terminates
      and the Employee then performs an Hour of Service within 12 months of his
      Severance Date,


                                       14
<PAGE>

      the period between his Severance Date and his next, succeeding Employment
      Date shall be treated as a period of service; and

                 (2) If an Employee's employment with all Affiliates terminates
      before the end of the initial 12-month period that begins on the first
      date such Employee is absent from employment with all Affiliates for any
      reason other than termination of his employment (for example, vacation,
      Disability, Leave of Absence or layoff), and if such Employee then
      performs an Hour of Service before the end of said initial 12-month
      period, the period from his initial date of absence to his next succeeding
      Employment Date shall be treated as a period of service.

            (c) Pre-Break Service. Years of Service completed prior to a period
in which the Participant incurred 5 or more consecutive Breaks in Service shall
be disregarded under the Plan if the Participant had no vested interest in
employer contributions in his Account at the time the first Break in Service
commenced.

            (d) Post-Break Service. Years of Service completed after a period in
which the Participant had at least 5 consecutive Breaks in Service shall be
disregarded for the purpose of determining his vested interest in that portion
of his Account which accrued before such Breaks in Service.

            (e) Predecessor Plan. To the extent required by Code Section
414(a)(1) and not otherwise counted hereunder, if an Affiliate maintains a plan
that is or was the qualified retirement plan of a predecessor employer, an
Employee's service with such predecessor employer shall be taken into account in
determining his Years of Service.

            (f) Predecessor Employer. To the extent determined by the
Administrative Committee, set forth on a schedule hereto and not otherwise
counted hereunder, an Employee's periods of employment with one or more
companies or enterprises acquired by or merged into, or all or a portion of the
assets or business of which are acquired by, an Affiliate shall be taken into
account in determining his Years of Service; provided, that such Employee was
employed by such company or enterprise on the effective date of the transaction
and became an Employee of an Affiliate as a result of such transaction.

            (g) Reemployed Veterans. Notwithstanding any provision to the
contrary, Years of Service shall include any period of qualified military
service in accordance with the requirements of Code Section 414(u).


                                       15
<PAGE>

                                 ARTICLE II
                                ELIGIBILITY

      2.1 Initial Eligibility Requirements.

            (a) General Rule. Except as provided in subsection (b) hereof, every
Covered Employee shall become an Active Participant on the Entry Date on which
he first becomes employed by an Affiliate.

            (b) New Participating Companies. For Employees of companies that
become Participating Companies after the Effective Date, each Covered Employee
employed by a Participating Company on the date such Participating Company first
becomes a Participating Company shall become an Active Participant as of such
Participating Company's effective date under the Plan.

      2.2 Treatment of Interruptions of Service.

            If an Active Participant terminates employment with a Participating
Company (and all other Participating Companies), his active participation in the
Plan shall cease immediately, and he again shall become an Active Participant as
of the day he again becomes a Covered Employee. However, regardless of whether
he again becomes an Active Participant, he shall continue to be a Participant
until he no longer has an Account under the Plan.

      2.3 Change in Status.

            If an Employee who is not a Covered Employee subsequently changes
his employment status so that he becomes a Covered Employee, he shall become an
Active Participant as of the date of his change in status.


                                       16
<PAGE>

                                   ARTICLE III
                                  CONTRIBUTIONS

      3.1 Before-Tax and After-Tax Contributions.

            (a) Before-Tax Contributions. Each Participating Company shall
contribute to the Plan, on behalf of each Active Participant employed by such
Participating Company and for each regular payroll period and for each other
payment of Compensation (such as the payment of a bonus) for which such Active
Participant has a Deferral Election in effect with such Participating Company, a
Before-Tax Contribution in an amount equal to the amount by which such Active
Participant's Compensation has been reduced for such period pursuant to his
Deferral Election. The amount of the Before-Tax Contribution shall be determined
in increments of 1 percent of such Active Participant's Compensation for each
payroll period. The Active Participant may elect to reduce his Compensation for
any period by a minimum of 1 percent and a maximum of 19 percent (or such other
minimum or maximum percentages and/or amounts established by the Administrative
Committee from time to time); provided, the total of Before-Tax and After-Tax
Contributions shall be a minimum of 1 percent of Compensation and shall not
exceed 19 percent of Compensation (or other minimum and maximum limits
established by the Administrative Committee), and the maximum limitations in
Article VI shall apply.

            (b) After-Tax Contributions. Each Participating Company shall
contribute to the Plan on behalf of each Active Participant employed by such
Participating Company, and for each regular payroll period and for each other
payment of Compensation (such as payment of a bonus) for which such Active
Participant has an After-Tax Deferral Election in effect with the Company, an
After-Tax Contribution in an amount equal to the amount by which such Active
Participant's Compensation has been reduced for such period pursuant to his
After-Tax Deferral Election. The amount of the After-Tax Contribution shall be
determined in increments of 1 percent of such Active Participant's Compensation
for each payroll period or other payment. The Active Participant may elect to
reduce his Compensation for any period by a minimum of 1 percent and a maximum
of 19 percent (or such other maximum percentage and/or amount, if any,
established by the Administrative Committee from time-to-time); provided, the
total of Before-Tax and After-Tax Contributions shall be a minimum of 1 percent
of Compensation and shall not exceed 19 percent of Compensation (or other
minimum and maximum limits established by the Administrative Committee), and the
maximum limitations in Article VI shall apply.

            (c) Contributions Which Exceed Maximum Deferral Amount. To the
extent that the amount of an Active Participant's Before-Tax Contributions made
for a calendar year pursuant to such Active Participant's Before-Tax Deferral
Election would or do exceed the Maximum Deferral Amount, those Before-Tax
Contributions in all respects will be deemed to be After-Tax Contributions and
will be treated as if such Active Participant elected to make such After-Tax
Contributions in accordance with the terms of subsection (b) hereof; provided,
the maximum aggregate percentage of Compensation which may be contributed for
any payroll period as After-Tax Contributions pursuant to the terms of this
subsection and subsection (b) hereof is the lesser of (i) the total of the
percentage elected under the Before-Tax Deferral Election and any concurrently
effective After-Tax Deferral Election and (ii) 19 percent [or other maximum
limit established by the Administrative Committee under Section 3.1(a)].


                                       17
<PAGE>

            (d) Deferral Elections. Each Active Participant who desires that his
Participating Company make a Before-Tax Contribution and/or After-Tax
Contribution on his behalf shall make a Deferral Election on a form provided by
the Administrative Committee, through an interactive telephone or internet-based
system, or in such other manner as the Administrative Committee may prescribe.
Such Deferral Election shall provide for the reduction of his Compensation from
each payment of eligible Compensation made while he is an Active Participant.
Such Deferral Election shall specify the extent to which such Contribution is
intended to be a Before-Tax Contribution or an After-Tax Contribution. The
Administrative Committee, in its sole discretion, may also prescribe such
nondiscriminatory terms and conditions governing the use of the Deferral
Elections, as it deems appropriate. Subject to any modifications, additions or
exceptions which the Administrative Committee, in its sole discretion, deems
necessary, appropriate or helpful, the following terms shall apply to Deferral
Elections:

                 (1) Effective Date. An Active Participant's initial Deferral
      Election with a Participating Company shall be effective for the first
      payment of Compensation made following the effective date of such Deferral
      Election or as soon as administratively practicable thereafter. If an
      Active Participant fails to submit a Deferral Election in a timely manner,
      he shall be deemed to have elected a deferral of zero percent. The initial
      Deferral Election of a Transferred Participant shall be deemed to be the
      deferral election in place under a Prior Plan immediately prior to such
      Participant's transfer of employment to a Participating Company.

                 (2) Term. Each Active Participant's Deferral Election shall
      remain in effect in accordance with its original terms until the earlier
      of (A) the date the Active Participant ceases to be a Covered Employee of
      all Participating Companies, (B) the date the Active Participant revokes
      such Deferral Election pursuant to the terms of subsection (d)(3) hereof,
      or (C) the date the Active Participant or the Administrative Committee
      modifies such Deferral Election pursuant to the terms of subsections
      (d)(4) or (d)(5) hereof.

                 (3) Revocation. An Active Participant's Deferral Election shall
      terminate upon his ceasing to be a Covered Employee. In addition, an
      Active Participant may revoke his Deferral Election with a Participating
      Company in the manner prescribed by the Administrative Committee, and such
      revocation shall be effective as soon as administratively practicable
      after being submitted in accordance with procedures established for the
      Plan. An Active Participant who revokes a Deferral Election may enter into
      a new Deferral Election in the manner prescribed by the Administrative
      Committee, effective as soon as administratively practicable after being
      submitted in accordance with procedures established under the Plan;
      provided, the Administrative Committee, in its sole discretion, may
      specify a suspension period for all Participants who voluntarily revoke
      their Deferral Elections, such that any new Deferral Election shall not be
      effective until a later date.

                 (4) Modification by Participant. Effective as soon as
      administratively practicable after being submitted in accordance with
      procedures established under the Plan, an Active Participant may modify
      his existing Deferral Election to increase or


                                       18
<PAGE>

      decrease the percentage of his Before-Tax and/or After-Tax Contribution by
      making a new Deferral Election in the manner prescribed by the
      Administrative Committee.

                 (5) Modification by Administrative Committee. Notwithstanding
      anything herein to the contrary, the Administrative Committee may modify
      any Deferral Election of any Active Participant at any time by decreasing
      the percentage of any Before-Tax Contributions and/or After-Tax
      Contributions to any extent the Administrative Committee believes
      necessary to comply with the limitations described in Article VI.

                 (6) Investment Direction Required. No Deferral Election shall
      be valid unless a Participant has made an investment election pursuant to
      Section 7.3(a).

      3.2 Matching Contributions.

            (a) General Rule. Except as otherwise provided in subsection (b)
hereof, for each Active Participant on whose behalf a Participating Company has
made with respect to a payroll period or any other payment of Compensation, any
Before-Tax Contributions and/or After-Tax Contributions, such Participating
Company shall make, with respect to such payroll period or other payment, a
Matching Contribution equal to 90 percent of the amount of such Before-Tax
Contributions and/or After-Tax Contributions; provided, the total amount of the
Matching Contributions which a Participating Company shall make for any Active
Participant for any payroll period or any other payment of Compensation shall
not exceed 5.4 percent of such Active Participant's Compensation paid by the
Participating Company for a payroll period or as part of such other payment
(that is, the 90 percent Matching Contribution will not be applied to the amount
of a Before-Tax Contribution or After-Tax Contribution or combination thereof
that exceeds 6.0 percent of such Participant's Compensation), nor shall such
amount exceed (or cause the Contributions to exceed) any of the maximum
limitations described in Article VI.

            (b) Matching Contributions for BellSouth Transferred Participants.
BellSouth Transferred Participants who are Active Participants in the Plan shall
receive a Matching Contribution equal to 100 percent of the amount of such
Before-Tax Contributions and/or After-Tax Contributions that do not exceed 6
percent of Compensation until December 31, 2003; provided, any such Employees
who are employed by Cingular Interactive (including former employees of
BellSouth Wireless Data Services LLC), shall be subject to the provisions of
subsection (a) above.

      3.3 Qualified Nonelective Contributions.

            To the extent and in such amounts as the Board and/or the
Administrative Committee, in its sole discretion, deems desirable to help
satisfy the ADP and/or ACP Tests for any Plan Year and subject to the
requirements and limitations set forth in Article VI of the Plan, each
Participating Company shall make a Qualified Nonelective Contribution for a Plan
Year.


                                       19
<PAGE>

      3.4 Form of Contributions.

            All Contributions made under this Article III shall be paid to the
Trustee in the form of cash.

      3.5 Timing of Contributions.

            (a) Before-Tax and After-Tax Contributions. Each Participating
Company that withholds Before-Tax and/or After-Tax Contributions from an Active
Participant's paycheck pursuant to a Deferral Election shall make best efforts
to pay such Before-Tax and/or After-Tax Contributions to the Trustee as of the
earliest date on which such Contributions can reasonably be segregated from the
Participating Company's general assets (generally not to exceed 15 business days
after the end of the month within which such amounts otherwise would have been
payable to such Active Participant in cash) or such earlier time as may be
required by law.

            (b) Matching and Qualified Nonelective Contributions. Each
Participating Company shall make best efforts to pay its Matching and Qualified
Nonelective Contributions to the Trustee (i) on or before the date for filing
its federal income tax return (including extensions thereof) for the tax year to
which such Matching and Qualified Nonelective Contributions relate, or (ii) on
or before such other date as shall be within the time allowed to permit the
Participating Company to properly deduct, for federal income tax purposes and
for the tax year of the Participating Company in which the obligation to make
such Contributions was incurred, the full amount of such Matching and Qualified
Nonelective Contributions; provided, in the event the amount of Qualified
Nonelective Contributions cannot be calculated by the latest date described
hereinabove, such Qualified Nonelective Contributions may be made at a later
date (subject to the limitations under Code Section 415) which is on or before
the last day of the Plan Year following the Plan Year to which such Qualified
Nonelective Contributions relate.

      3.6 Contingent Nature of Company Contributions.

            Notwithstanding any other provision of this Article III and subject
to the terms of Section 15.11, Contributions made to the Plan by a Participating
Company are made expressly contingent upon the deductibility thereof for federal
income tax purposes for the taxable year of the Participating Company with
respect to which such Contributions are made.

      3.7 Restoration Contributions.

            (a) Restoration of Forfeitures. If a Participant has forfeited his
nonvested Matching and Transfer Accounts in accordance with Section 8.3 and such
Participant subsequently is rehired as a Covered Employee prior to the
occurrence of 5 consecutive Breaks in Service, his Matching and Transfer
Accounts shall be credited with all of the benefits (unadjusted for gains or
losses) which were forfeited, as determined pursuant to the terms of Section
8.3.
            (b) Restoration Contribution. The assets necessary to fund the
Account of the rehired individual shall be provided no later than as of the end
of the Plan Year following the Plan Year in which the individual is rehired and
shall be provided in the discretion of the Investment Committee from (i)
Forfeitures arising from the Accounts of Participants employed


                                       20
<PAGE>

or formerly employed by the Participating Companies, or (ii) Contributions by
the Participating Companies.

      3.8 Reemployed Veterans.

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


                                       21
<PAGE>
                                ARTICLE IV
                ROLLOVERS AND TRANSFERS BETWEEN PLANS

      4.1    Rollover Contributions.

            (a) Request by Participant. An Active Participant may make a written
request to the Administrative Committee that he be permitted to contribute, or
cause to be contributed, to the Trust Fund a Rollover Contribution which is
received by such Active Participant or to which such Participant is entitled. A
Participant who is a former Employee may roll over an Eligible Rollover
Distribution from any plan maintained by an Affiliate. A request to make a
Rollover Contribution shall contain information concerning the type of property
constituting the Rollover Contribution and a statement, satisfactory to the
Administrative Committee, that the property constitutes a Rollover Contribution.

            (b) Acceptance of Rollover. Subject to the terms of the Plan and the
Code (including regulations and rulings promulgated thereunder), the
Administrative Committee, in its sole discretion, shall determine whether (and
if so, under what conditions and in what form) a Rollover Contribution shall be
accepted at any time by the Trustee. For example, the Administrative Committee,
in its sole discretion, may decide to allow Rollover Contributions from an
Active Participant and/or direct Rollover Contributions from another qualified
retirement plan [as described in Code Section 401(a)(31)] and may decide to pass
through to the Active Participant making the Rollover Contribution any
recordkeeping fees directly attributable to his Rollover Contribution. In the
event the Administrative Committee permits an Active Participant to make a
Rollover Contribution, the amount of the Rollover Contribution shall be
transferred to the Trustee and allocated as soon as practicable thereafter to a
Rollover Account for the Active Participant. Unless the Administrative Committee
permits otherwise, all Rollover Contributions shall be made in cash.

      4.2 Transfer Contributions.

            (a) Direct Transfers Permitted. The Administrative Committee, in its
sole discretion, shall permit direct trustee-to-trustee transfers of assets and
liabilities to the Plan [which shall be distinguished from direct Rollover
Contributions as described in Code Section 401(a)(31)] as a Transfer
Contribution.

            (b) Mergers and Spin-offs Permitted. The Administrative Committee,
in its sole discretion, shall permit other qualified retirement plans to
transfer assets and liabilities to the Plan as part of a merger, spin-off or
similar transaction. Any such transfer shall be made in accordance with the
terms of the Code and subject to such rules and requirements as the
Administrative Committee may deem appropriate. Without limitation, the
Administrative Committee shall determine the schedule under which such Transfer
Contributions shall vest. Notwithstanding anything herein to the contrary, in no
event shall a Transfer Contribution be accepted if the transferring plan is
subject to the requirements of providing any alternative form of benefit not
permitted under the Plan unless approved by the Administrative Committee.

            (c) Establishment of Transfer Accounts. As soon as practicable after
the date the Trustee receives a Transfer Contribution, the Administrative
Committee shall credit to one or


                                       22
<PAGE>
more Transfer Accounts of each Participant the total amount received from the
respective accounts of such Participant in the transferring qualified retirement
plan. Any amounts so credited as a result of any such merger or spin-off or
other transfer shall be subject to all of the terms and conditions of the Plan
from and after the date of such transfer.

            (d) Transfer Accounts. To the extent not otherwise set forth herein,
the rules and terms applicable to Transfer Contributions and resulting Transfer
Accounts shall be reflected on a schedule hereto.

      4.3 Spin-offs to Other Plans.

            The Administrative Committee, in its sole discretion, may cause the
Plan to transfer to another qualified retirement plan (as part of a spin-off,
change in control or similar transaction) all or part of the assets and
liabilities maintained under the Plan. Any such transfer shall be made in
accordance with the terms of the Code and subject to such rules and
requirements, as the Administrative Committee may deem appropriate. Upon the
effectiveness of any such transfer, the Plan and Trust shall have no further
responsibility or liability with respect to the transferred assets and
liabilities.


                                       23
<PAGE>

                                    ARTICLE V
                PARTICIPANTS' ACCOUNTS; CREDITING AND ALLOCATIONS

      5.1 Establishment of Participants' Accounts.

            To the extent appropriate, the Administrative Committee shall
establish and maintain, on behalf of each Participant and Beneficiary, an
Account which shall be divided into segregated subaccounts. The subaccounts
shall include (to the extent applicable) After-Tax Accounts, Before-Tax
Accounts, Matching Accounts, Qualified Nonelective Accounts, Prior Employer
Contributions Account, Rollover Accounts and Transfer Accounts and such other
subaccounts as the Administrative Committee shall deem appropriate or helpful.
Each Account shall be credited with Contributions allocated to such Account and
generally shall be credited with income (or losses) on investments derived from
the assets of such Accounts. Notwithstanding anything herein to the contrary,
while Contributions may be allocated to a Participant's Account as of a
particular date (as specified in the Plan), such Contributions shall actually be
added to a Participant's Account and shall be credited with investment
experience from the date such Contributions are credited to the Participant's
Account by the Trustee. Each Account of a Participant or Beneficiary shall be
maintained until the value thereof has been distributed to or on behalf of such
Participant or Beneficiary.

      5.2 Allocation and Crediting of Before-Tax, After-Tax, Matching, Rollover
and Transfer Contributions.

            As of each Valuation Date on which Before-Tax, After-Tax, Matching,
Rollover and Transfer Contributions are received on behalf of an Active
Participant, such Contributions shall be allocated and credited to the
appropriate Before-Tax Account, After-Tax Account, Matching Account, Rollover
Account and Transfer Accounts, respectively, of such Active Participant.

      5.3 Allocation and Crediting of Qualified Nonelective Contributions.

            (a) General Provision. As of the last day of each Plan Year for
which the Participating Companies make (or are deemed to have made) Qualified
Nonelective Contributions, each Participant who is eligible to receive an
allocation of Qualified Nonelective Contributions for such Plan Year (pursuant
to the terms of subsection (b), (c), (d) or (e) hereof, whichever is applicable)
shall have allocated and credited to his Qualified Nonelective Account a portion
of the Qualified Nonelective Contributions made for such Plan Year by the
Participating Companies. The Administrative Committee shall cause a portion of
such Qualified Nonelective Contributions to be allocated to the Qualified
Nonelective Account of each such Participant in accordance with the terms of
subsection (b), (c), (d) or (e) hereof, whichever is applicable.

            (b) Per Capita Qualified Nonelective Contributions. To the extent
that the Board and/or Administrative Committee designates all or any portion of
the Qualified Nonelective Contributions for a Plan Year as "Per Capita Qualified
Nonelective Contributions," such Contributions shall be allocated to the
Qualified Nonelective Accounts of all Eligible Non-Highly Compensated
Employees, on a per capita basis (that is, the same dollar amount shall be


                                       24
<PAGE>

allocated to the Qualified Nonelective Account of each Eligible Non-Highly
Compensated Employee).

            (c) Proportional Qualified Nonelective Contributions. To the extent
that the Board and/or Administrative Committee designates all or any portion of
the Qualified Nonelective Contributions for a Plan Year as "Proportional
Qualified Nonelective Contributions," such Contributions shall be allocated to
the Qualified Nonelective Account of each Eligible Non-Highly Compensated
Employee, in the same proportion that (i) the Compensation of such Participant
for such Plan Year bears to (ii) the total Compensation of all such Participants
for such Plan Year.

            (d) Section 415 Qualified Nonelective Contributions. To the extent
that the Board and/or Administrative Committee designates all or any portion of
the Qualified Nonelective Contributions for a Plan Year as "Section 415
Qualified Nonelective Contributions," such Contributions shall be allocated to
the Qualified Nonelective Account of some or all individuals, (i) who at any
time during the Plan Year are or were Active Participants, (ii) who were taken
into account in performing the ADP or ACP Tests which the Qualified Nonelective
Contribution is intended to help correct and (iii) who are not Highly
Compensated Employees, (A) beginning with such Active Participant(s) who have
the lowest Compensation [within the meaning of "Testing Compensation" as
described in Section 1.28(f)] until such Active Participant(s) reach their
annual addition limits (as described in Section 6.7), or the amount of the
Qualified Nonelective Contributions is fully allocated, and then (B) continuing
with successive individuals or groups of such Active Participants in the same
manner until the amount of the Section 415 Qualified Nonelective Contributions
is fully allocated.

            (e) Qualified Nonelective Matching Contributions. To the extent that
the Board and/or Administrative Committee designates all or any portion of the
Qualified Nonelective Contributions for a Plan Year as "Qualified Nonelective
Matching Contributions," such contributions shall be allocated to the Qualified
Nonelective Account of each Eligible Non-Highly Compensated Employee, in the
same proportion that (i) such Participant's Plan Year Before-Tax and After-Tax
Contributions that do not exceed the maximum amount of Before-Tax and After-Tax
Contributions taken into account in determining Matching Contributions for such
Plan Year bears to (ii) the total of all such Participants' Plan Year Before-Tax
and After-Tax Contributions (calculated by taking into account for such
Participants only the maximum amount of Before-Tax and After-Tax Contributions
taken into account in determining Matching Contributions for such Plan Year).

      5.4 Crediting of Restoration Contributions.

            As of each Valuation Date coinciding with or immediately following
the date on which the Plan restores the forfeitable portion of his Account
pursuant to Section 3.7, such amount shall be credited to the appropriate
Matching and Transfer Accounts of the Active Participant, in the amounts
forfeited from such Accounts at the time of the earlier distribution to such
Participant.


                                       25
<PAGE>

      5.5 Allocation of Forfeitures.

            To the extent Forfeitures for a Plan Year are not used to pay
restoration contributions pursuant to Section 3.7 or to replace abandoned
Accounts as provided in Section 9.11, the Investment Committee, in its sole
discretion, may use such Forfeitures to pay the reasonable administrative
expenses of the Plan or may deem such Forfeitures to be Matching or Qualified
Nonelective Contributions (that shall first be used to reduce the Participating
Companies' obligation, if any, to make such Contributions pursuant to the terms
of the Plan and then shall be added to, and combined with, any such other
Contributions made for such Plan Year by the Participating Companies).

      5.6 Adjustments to Accounts.

            As of each Valuation Date, the Trustee shall determine the fair
market value of the Trust Fund which shall be the sum of the fair market values
of the Investment Funds, as determined by the institutions maintaining the
Investment Funds. Each Participant's or Beneficiary's Account shall be allocated
and credited with a portion of such earnings or debited with a portion of such
losses in each Investment Fund, in the proportion that the amount credited to
such Account is invested in each Investment Fund. Each Account shall also be
appropriately adjusted to reflect any Contributions, distributions, withdrawals
or transfers between Investment Funds and other disbursements from such Account.

      5.7 Notice to Participants of Account Balances.

            At least once for each Plan Year, the Administrative Committee shall
cause a statement of a Participant's or Beneficiary's Account balance to be
distributed or made available to the Participant or Beneficiary.

      5.8 Good Faith Valuation Binding.

            In determining the value of the Trust Fund and the Accounts, the
Trustee and the Administrative Committee shall exercise their best judgment, and
all such determinations of value (in the absence of bad faith) shall be binding
upon all Participants and Beneficiaries.

      5.9 Errors and Omissions in Accounts.

            If an error or omission is discovered in the Account of a
Participant or Beneficiary, the Administrative Committee shall cause
appropriate, equitable adjustments to be made to such Account.


                                       26
<PAGE>

                                ARTICLE VI
                CONTRIBUTION AND SECTION 415 LIMITATIONS
                  AND NONDISCRIMINATION REQUIREMENTS 6.1 Deductibility

      6.1 Deductibility Limitations.

            In no event shall the total Contribution amount for any taxable year
of a Participating Company exceed that amount which is properly deductible for
federal income tax purposes under the then appropriate provisions of the Code.
For purposes of this Section, a Contribution may be deemed made by a
Participating Company for a taxable year if it is paid to the Trustee on or
before the date of filing the Participating Company's federal income tax return
(including extensions thereof) for that year or on or before such other date as
shall be within the time allowed to permit proper deduction by the Participating
Company of the amount so contributed for federal income tax purposes for the
year in which the obligation to make such Contribution was incurred.

      6.2 Maximum Limitation on Elective Deferrals.

            (a) Maximum Elective Deferrals Under Participating Company Plans.
The aggregate amount of a Participant's Elective Deferrals made for any calendar
year under the Plan and any other plans, contracts or arrangements with the
Participating Companies shall not exceed the Maximum Deferral Amount.

            (b) Return of Excess Before-Tax Contributions. If the aggregate
amount of a Participant's Before-Tax Contributions [after taking into account
the recharacterization of Before-Tax Contributions to After-Tax Contributions
under Section 3.1(c)], made for any calendar year exceeds the Maximum Deferral
Amount, the Participant shall be deemed to have notified the Administrative
Committee of such excess, and the Administrative Committee shall cause the
Trustee to distribute to such Participant, on or before April 15 of the next
succeeding calendar year, the total of (i) the amount by which such Before-Tax
Contributions exceed the Maximum Deferral Amount, plus (ii) any earnings
allocable thereto (including, in the Administrative Committee's discretion, any
gap income). In addition, Matching Contributions made on behalf of the
Participant which are attributable to the distributed Before-Tax Contributions
shall be forfeited.

            (c) Return of Excess Elective Deferrals Provided by Other
Participating Company Arrangements. If after the reduction described in
subsection (b) hereof, a Participant's aggregate Elective Deferrals under plans,
contracts and arrangements with the Controlling Company and all Affiliates still
exceed the Maximum Deferral Amount, then, the Participant shall be deemed to
have notified the Administrative Committee of such excess, and, unless the
Administrative Committee directs otherwise, such excess shall be reduced by
distributing to the Participant Elective Deferrals that were made for the
calendar year under such plans, contracts and/or arrangements with the
Controlling Company and all Affiliates other than the Plan. However, if the
Administrative Committee decides to make any such distributions from Before-Tax
Contributions made to the Plan, such distributions (including forfeiture of
Matching Contributions) shall be made in a manner similar to that described in
subsection (b) hereof.


                                       27
<PAGE>

            (d) Discretionary Return of Elective Deferrals. If after the
reductions described in subsections (b) and (c) hereof, (i) a Participant's
aggregate Elective Deferrals made for any calendar year under the Plan and any
other plans, contracts or arrangements with Participating Companies and any
other employers still exceed the Maximum Deferral Amount, and (ii) such
Participant submits to the Administrative Committee, on or before the March 1
following the end of such calendar year, a written request that the
Administrative Committee distribute to such Participant all or a portion of his
remaining Before-Tax Contributions made for such calendar year, and any earnings
attributable thereto (including in the Administrative Committee's discretion,
any gap income), then the Administrative Committee may, but shall not be
required to, cause the Trustee to distribute such amount to such Participant on
or before the April 15 following the end of the year in which the Maximum
Deferral Amount was exceeded. However, if the Administrative Committee decides
to make any such distributions from Before- Tax Contributions made to the Plan,
such distributions (including forfeiture of Matching Contributions) shall be
made in a manner similar to that described in subsection (b) hereof.

            (e) Return of Excess Annual Additions. Any Before-Tax Contributions
returned to a Participant to correct excess Annual Additions shall be
disregarded for purposes of determining whether the Maximum Deferral Amount has
been exceeded.

      6.3 Nondiscrimination Requirements for Before-Tax Contributions.

            (a) ADP Test. The allocation of the aggregate of all (i) Before-Tax
Contributions, (ii) to the extent designated by the Administrative Committee
pursuant to subsection (c) hereof, Qualified Nonelective Contributions, and
(iii) to the extent taken into account under subsection (b) hereof, before-tax
and/or qualified nonelective contributions made under another plan, shall
satisfy at least one of the following ADP Tests for each Plan Year:

                 (1) The ADP for the Plan Year being tested of the Active
      Participants who are Highly Compensated Employees during the Plan Year
      shall not exceed the product of (A) the ADP for the immediately preceding
      Plan Year of the Active Participants who are not Highly Compensated
      Employees during such Plan Year, multiplied by (B) 1.25; or

                 (2) The ADP for the Plan Year being tested of the Active
      Participants who are Highly Compensated Employees during the Plan Year
      shall not exceed the ADP for the immediately preceding Plan Year of the
      Active Participants who are not Highly Compensated Employees during such
      Plan Year by more than 2 percentage points, nor shall it exceed the
      product of (A) the ADP for the immediately preceding Plan Year of the
      Active Participants who are not Highly Compensated Employees during such
      Plan Year, multiplied by (B) 2; provided, the ADP Test described herein
      shall be performed separately with respect to (i) each Related Company and
      its Affiliates, and (ii) the Controlling Company and its Affiliates.

            (b) Multiple Plans. If before-tax and/or qualified nonelective
contributions are made to one or more other plans [other than employee stock
ownership plans as described in Code Section 4975(e)(7)] which, along with the
Plan, are considered as a single plan for purposes of Code Section 401(a)(4) or
Code Section 410(b), such plans shall be treated as one


                                       28
<PAGE>
plan for purposes of this Section, and the before-tax and applicable qualified
nonelective contributions made to those other plans shall be combined with the
Before-Tax and applicable Qualified Nonelective Contributions for purposes of
performing the tests described in subsection (a) hereof. In addition, the
Administrative Committee may elect to treat the Plan as a single plan along with
the one or more other plans [other than employee stock ownership plans as
described in Code Section 4975(e)(7)] to which before-tax and/or qualified
nonelective contributions are made for purposes of this Section; provided, the
Plan and all of such other plans also must be treated as a single plan for
purposes of satisfying the requirements of Code Sections 401(a)(4) and 410(b)
[other than the requirements of Code Section 410(b)(2)(A)(ii)]. However, plans
may be aggregated for purposes of this subsection (b) only if they have the same
plan year.

            (c) Adjustments to Actual Deferral Percentages. In the event that
the allocation of the Before-Tax Contributions and Qualified Nonelective
Contributions for a Plan Year does not satisfy one of the ADP Tests of
subsection (a) hereof, the Administrative Committee shall cause the Before-Tax
and Qualified Nonelective Contributions for such Plan Year to be adjusted in
accordance with one or a combination of the following options:

                 (1) The Administrative Committee may cause the Participating
      Companies to make, with respect to such Plan Year, Qualified Nonelective
      Contributions on behalf of, and allocable to, the Participants described
      in Section 5.3 with respect to such Plan Year, in the minimum amount
      necessary to satisfy one of the ADP Tests. Such Qualified Nonelective
      Contributions shall be allocated among such Participants pursuant to one
      of the methods described in Section 5.3.

                 (2) By the last day of the Plan Year following the Plan Year in
      which the annual allocation failed both of the ADP Tests, the
      Administrative Committee may direct the Trustee to reduce the Before-Tax
      Contributions taken into account with respect to Highly Compensated
      Employees under such failed ADP Tests by the dollar amount necessary to
      satisfy one of the ADP Tests. The total dollar amount by which Before-Tax
      Contributions shall be reduced shall be determined by hypothetically
      reducing Before-Tax Contributions made on behalf of Highly Compensated
      Employees in order of individual Actual Deferral Percentages, beginning
      with the highest Actual Deferral Percentage. Notwithstanding the method of
      determining the total dollar amount of such reductions, actual reductions
      in Before-Tax Contributions shall be made in accordance with, and solely
      from the Accounts of those Highly Compensated Employees who are affected
      by, the following procedure:

                       (A) First, the Before-Tax Contributions of the Highly
            Compensated Employee(s) with the highest dollar amount of Before-Tax
            Contributions for such Plan Year shall be reduced by the lesser of
            (i) the entire amount necessary to satisfy one of the ADP Tests
            (determined as described above), or (ii) that part of the entire
            dollar amount necessary to satisfy one of the ADP Tests as shall
            cause the amount of Before-Tax Contributions of each such Highly
            Compensated Employee to equal the amount of Before-Tax Contributions
            of each of the Highly Compensated Employees with the next highest
            dollar amount of Before-Tax Contributions for such Plan Year. In
            addition, to the extent that a Highly Compensated Employee's
            Before-Tax Contributions are reduced


                                       29
<PAGE>
            pursuant to this Section, any Matching Contributions made on behalf
            of a Highly Compensated Employee which are attributable to the
            distributed Before-Tax Contributions shall be forfeited.

                       (B) Substantially identical steps shall be followed for
            making further reductions in the Before-Tax Contributions of each of
            the Highly Compensated Employees with the next highest dollar amount
            of Before-Tax Contributions for such Plan Year until one of the ADP
            Tests has been satisfied.

                       (C) Any amount by which Before-Tax Contributions are so
            reduced, plus any earnings attributable thereto (including in the
            Administrative Committee's discretion any gap income or loss), shall
            be distributed to the Highly Compensated Employees from whose
            Before-Tax Accounts such reductions shall have been made.

                 (3) The adjustments made pursuant to the terms of this
      subsection (c) shall be made separately with respect to (A) each Related
      Company and its Affiliates and (B) the Controlling Company and its
      Affiliates.

      6.4 Nondiscrimination Requirements for After-Tax and Matching
Contributions.

            (a) ACP Test. The allocation of the aggregate of all (i) After-Tax,
(ii) Matching Contributions, (iii) to the extent designated by the
Administrative Committee pursuant to subsection (c) hereof, Qualified
Nonelective Contributions, and (iv) to the extent designated by the
Administrative Committee pursuant to subsection (b) hereof, other before-tax
and/or qualified nonelective contributions made under another plan shall satisfy
at least one of the following ACP Tests for such Plan Year:

                 (1) The ACP for the Plan Year being tested of the Active
      Participants who are Highly Compensated Employees during the Plan Year
      shall not exceed the product of (A) the ACP for the immediately preceding
      Plan Year of the Active Participants who are not Highly Compensated
      Employees during such Plan Year, multiplied by (B) 1.25; or

                 (2) The ACP for the Plan Year being tested of the Active
      Participants who are Highly Compensated Employees during the Plan Year
      shall not exceed the ACP for the immediately preceding Plan Year of the
      Active Participants who are not Highly Compensated Employees during such
      Plan Year by more than 2 percentage points, nor shall it exceed the
      product of (A) the ACP for the immediately preceding Plan Year of the
      Active Participants who are not Highly Compensated Employees during such
      Plan Year, multiplied by (B) 2; provided, the ACP Test described herein
      shall be performed separately with respect to (i) each Related Company and
      its Affiliates, and (ii) the Controlling Company and its Affiliates.

            (b) Multiple Plans. If matching, after-tax, applicable before-tax
and/or qualified nonelective contributions are made to one or more other plans
[other than employee stock ownership plans as described in Code Section
4975(e)(7)] which, along with the Plan, are considered as a single plan for
purposes of Code Section 401(a)(4) or Section 410(b), such plans


                                       30
<PAGE>
shall be treated as one plan for purposes of this Section, and the matching,
after-tax, applicable before-tax and qualified nonelective contributions made to
those other plans shall be combined with the Matching, After-Tax, applicable
Before-Tax and Qualified Nonelective Contributions for purposes of performing
the tests described in subsection (a) hereof. In addition, the Administrative
Committee may elect to treat the Plan as a single plan along with one or more
other plans [other than employee stock ownership plans as described in Code
Section 4975(e)(7)] to which matching, after-tax, applicable before-tax and/or
qualified nonelective contributions are made for purposes of this Section;
provided, the Plan and all of such other plans also must be treated as a single
plan for purposes of satisfying the requirements of Code Sections 401(a)(4) and
410(b) [other than the requirements of Code Section 410(b)(2)(A)(ii)]. However,
plans may be aggregated for purposes of this subsection (b) only if they have
the same plan year.

            (c) Adjustments to Actual Contribution Percentages. In the event
that the allocation of the After-Tax, Before-Tax, Matching and Qualified
Nonelective Contributions and other after-tax, before-tax and qualified
nonelective contributions for a Plan Year does not satisfy one of the ACP Tests
of subsection (a) hereof, the Administrative Committee shall cause such
After-Tax, and Matching Contributions for the Plan Year to be adjusted in
accordance with one or a combination of the following options:

                 (1) The Administrative Committee may cause the Participating
      Companies to make, with respect to such Plan Year, Qualified Nonelective
      Contributions on behalf of, and specifically allocable to, the
      Participants described in Section 5.3 with respect to such Plan Year, in
      the minimum amount necessary to satisfy one of the ACP Tests; such
      Qualified Nonelective Contributions shall be allocated among the
      Participants pursuant to the methods described in Section 5.3.
      Alternatively or in addition, the Administrative Committee may add a
      portion of the Before-Tax Contributions that are made for the Plan Year by
      the Participants who are not Highly Compensated Employees and that are not
      needed for the Plan to satisfy the ADP Tests for the Plan Year to the
      After-Tax and Matching Contributions for such Participants to increase the
      ACP for such Participants.

                 (2) By the last day of the Plan Year following the Plan Year in
      which the annual allocation failed both of the ACP Tests, the
      Administrative Committee may direct the Trustee to reduce After-Tax and/or
      the Matching Contributions taken into account with respect to Highly
      Compensated Employees under such failed ACP Tests by the dollar amount
      necessary to satisfy one of the ACP Tests. The total dollar amount by
      which After-Tax and/or Matching Contributions shall be reduced shall be
      determined by hypothetically reducing After-Tax and/or Matching
      Contributions made on behalf of Highly Compensated Employees in order of
      individual Actual Contribution Percentages, beginning with the highest
      Actual Contribution Percentage. Notwithstanding the method of determining
      the total dollar amount of such reductions, actual reductions in After-Tax
      and/or Matching Contributions shall be made in accordance with, and solely
      from the Accounts of those Highly Compensated Employees who are affected
      by, the following procedure:

                       (A) First, the After-Tax and Matching Contributions of
            the Highly Compensated Employee(s) with the highest dollar amount of
            After-Tax


                                       31
<PAGE>
            and Matching Contributions for such Plan Year shall be reduced by
            the lesser of (i) the entire dollar amount necessary to satisfy one
            of the ACP Tests (determined as described above), or (ii) that part
            of the entire amount necessary to satisfy one of the ACP Tests as
            shall cause the dollar amount of After-Tax and Matching
            Contributions of each such Highly Compensated Employee to equal the
            amount of After-Tax and Matching Contributions of each of the Highly
            Compensated Employees with the next highest dollar amount of
            After-Tax and Matching Contributions for such Plan Year. If the
            total amount of the required reduction in a Highly Compensated
            Employee's After-Tax and Matching Contributions is less than the
            total amount of such After-Tax and Matching Contributions, the
            required reductions first shall be charged against such Highly
            Compensated Employee's After-Tax Contributions until they are
            exhausted and then against his remaining Matching Contributions.

                       (B) Substantially identical steps shall be followed for
            making further reductions in the After-Tax and Matching
            Contributions of each of the Highly Compensated Employees with the
            next highest dollar amount of After-Tax and Matching Contributions
            for such Plan Year until one of the ACP Tests has been satisfied.

                       (C) Any amount by which After-Tax Contributions are
            reduced, plus any earnings attributable thereto (including in the
            Administrative Committee's discretion any gap income or loss), shall
            be distributed to the Highly Compensated Employees from whose
            Accounts such reductions have been made. If these distributions are
            less than the required reductions, the amount by which Matching
            Contributions are to be reduced, plus any earnings attributable
            thereto, shall be forfeited; provided, if the Matching Contributions
            to be reduced are vested and therefore may not be forfeited, those
            Matching Contributions, plus any earnings attributable thereto
            (including in the Administrative Committee's discretion any gap
            income or loss) shall be distributed to the Highly Compensated
            Employees from whose Matching Accounts such reductions have been
            made.

                 (3) The adjustments made pursuant to the terms of this
      subsection (c) shall be made separately with respect to (A) each Related
      Company and its Affiliates and (B) the Controlling Company and its
      Affiliates.

      6.5 Multiple Use of Tests.

            (a) Aggregate Limitation. For Plan Years beginning prior to January
1, 2002, the sum of the ADP and the ACP for the Plan Year being tested for the
entire group of eligible Highly Compensated Employees who are Active
Participants, following and taking into account the application of Sections
6.3(c) and 6.4(c) for such Plan Year, may not exceed the greater of (1) or (2)
below (or such other applicable limits as may be established under the Code,
regulations or otherwise):

                 (1) the sum of:


                                       32
<PAGE>

                       (A) 125 percent of the greater of (i) the ADP for the
            immediately preceding Plan Year of the group of non-Highly
            Compensated Employees eligible under the Plan beginning with or
            within the plan year of the Code Section 401(k) arrangement, or (ii)
            the ACP for the immediately preceding Plan Year for the group of
            non-Highly Compensated Employees who are eligible under the Plan
            beginning with or within the plan year of the Code Section 401(k)
            arrangement; plus

                       (B) the lesser of 2 plus or 2 times the lesser of the
            amount determined in subsection (a)(1)(A)(i) or (a)(1)(A)(ii)
            hereof; or

                 (2) the sum of:

                       (A) 125 percent of the lesser of (i) the ADP for the
            immediately preceding Plan Year of the group of non-Highly
            Compensated Employees eligible under the Plan beginning with or
            within the plan year of the Code Section 401(k) arrangement, or (ii)
            the ACP for the immediately preceding Plan Year of the group of
            non-Highly Compensated Employees who are eligible under the Plan
            beginning with or within the plan year of the Code Section 401(k)
            arrangement; plus

                       (B) the lesser of 2 plus or 2 times the greater of the
            amount determined in subsection (a)(2)(A)(i) or (a)(2)(A)(ii)
            hereof.

            (b) Multiple Plans. If at least one Highly Compensated Employee
participates in another qualified retirement plan maintained by the
Participating Company which (i) permits before-tax contributions and/or
after-tax contributions or matching contributions, and (ii) is not aggregated
with the Plan for purposes of nondiscrimination testing, then the multiple use
aggregate limitations described in subsection (a) shall apply separately with
respect to each such other plan.

            (c) Correction. If the maximum limitation of the combination of the
Highly Compensated Employees' ADPs and ACPs, as described in subsection (a)
hereof, is exceeded, this excess shall be reduced or otherwise corrected by any
method permissible under Section 6.3 for satisfying the ADP Test or through any
method permitted under Section 6.4 to satisfy the ACP Test, or any combination
thereof.

            (d) Application. This Section shall be operated and interpreted in a
manner consistent with regulations promulgated under Code Section 401(m).


                                       33
<PAGE>

      6.6 Order of Application.

            For any Plan Year in which adjustments shall be necessary or
otherwise made pursuant to the terms of Sections 6.3, 6.4 and/or 6.5, such
adjustments shall be applied in the order prescribed by the Secretary of
Treasury in Treasury Regulations or other published authority.

      6.7 Code Section 415 Limitations on Maximum Contributions.

            (a) General Limit on Annual Additions. In no event shall the Annual
Addition to a Participant's Account for any Limitation Year, under the Plan and
any other Defined Contribution Plan maintained by an Affiliate, exceed the
lesser of:

                 (1) $35,000 [$40,000 for Plan Years beginning on or after
      January 1, 2002], or such other limit as is applicable for the Plan Year
      under Code Section 415(c)(1)(a); or

                 (2) 25 percent (100 percent for Plan Years beginning on or
      after January 1, 2002) of such Participant's Compensation.

            (b) Combined Plan Limit. If an Employee is a Participant in the Plan
and any one or more other defined contribution plans maintained by any
Affiliates and a corrective adjustment in such Employee's benefits is required
to comply with this Section 6.7, such adjustment shall be made under the other
plan(s).
            (c) Correction of Excess Annual Additions. If, as a result of either
the allocation of Forfeitures to an Account, a reasonable error in estimating a
Participant's Compensation or Elective Deferrals, or such other circumstances as
permitted by the Internal Revenue Service, the Annual Addition made on behalf of
a Participant exceeds the limitations set forth in this Section, the
Administrative Committee shall direct the Trustee to take such of the following
actions as it shall deem appropriate, specifying in each case the amount of
Contributions involved:

                 (1) A Participant's Annual Addition first shall be reduced by
      reducing his After-Tax Contributions to the extent of any such excess up
      to the total amount of After-Tax Contributions made on behalf of such
      Participant on which the Participating Company has made no Matching
      Contribution, and the amount of the reduction (plus any investment
      earnings thereon) shall be returned to the Participant. For purposes of
      effecting the reductions under this Section 6.7(c), Matching Contributions
      shall be deemed first to have been made with respect to any Before-Tax
      Contributions made by the Participant and then if applicable, with respect
      to After-Tax Contributions made by the Participant.

                 (2) If further reductions are necessary, a Participant's Annual
      Addition shall be reduced by reducing his Before-Tax Contributions in the
      amount of the remaining excess, up to the total amount of Before-Tax
      Contributions made on behalf of such Participant on which the
      Participating Company has made no Matching


                                       34
<PAGE>
      Contribution, and the amount of the reduction (plus any earnings thereon)
      shall be returned to the Participant.

                 (3) If further reductions are necessary, a Participant's Annual
      Addition shall be reduced by reducing his After-Tax Contributions (not
      previously reduced pursuant to subsection (c)(1) hereof) in the amount of
      the remaining excess, up to the total amount of After-Tax Contributions
      made on behalf of such Participant. The amount of the reduction (plus
      investment earnings thereon) shall be returned to such Participant and the
      Matching Contributions (and investment earnings thereon) attributable to
      the returned After-Tax Contributions shall be forfeited, placed in a
      suspense account and reallocated in a manner similar to that described in
      subsection (c)(5) hereof.

                 (4) If further reductions are necessary, a Participant's Annual
      Addition shall be reduced by reducing his Before-Tax Contributions (not
      previously reduced pursuant to subsection (c)(2) hereof) in the amount of
      the remaining excess, up to the total amount of Before-Tax Contributions
      made on behalf of such Participant. The amount of the reduction (plus
      investment earnings thereon) shall be returned to such Participant and the
      Matching Contributions (and investment earnings thereon) attributable to
      the returned Before-Tax Contributions shall be forfeited, placed in a
      suspense account and reallocated in a manner similar to that described in
      subsection (c)(5) hereof.

                 (5) If further reduction is necessary, the Qualified
      Nonelective Contributions allocated to the Participant's Account shall be
      reduced in the amount of the remaining excess, shall be held in a suspense
      account and shall be applied to reduce permissible Contributions in each
      successive Plan Year until such amount is fully allocated; provided, so
      long as any suspense account is maintained pursuant to this Section: (A)
      no Contributions shall be made to the Plan which would be precluded by
      this Section; (B) investment gains and losses of the Trust Fund shall be
      allocated to such suspense account; and (C) amounts in the suspense
      account shall be allocated in the same manner as Contributions as of the
      earliest Valuation Date possible, until such suspense account is
      exhausted.

            (d) Annual Addition. For purposes of this Section, the term "Annual
Addition" for any Participant means the sum for any Limitation Year of:

                 (1) contributions made by an Affiliate on behalf of the
      Participant under all Defined Contribution Plans;

                 (2) contributions made by the Participant under all Defined
      Contribution Plans of an Affiliate [excluding rollover contributions as
      defined in Code Sections 402(c)(4), 403(a)(4), 403(b)(8) and 408(d)(3) and
      contributions of previously distributed benefits which result in such a
      Plan's restoration of previously forfeited benefits pursuant to Treasury
      Regulation Section 1.411(a)-7(d)];

                 (3) forfeitures allocated to the Participant under all Defined
      Contribution Plans of an Affiliate;


                                       35
<PAGE>

                 (4) amounts allocated for the benefit of the Participant after
      March 31, 1984, to an individual medical account established under a
      pension or annuity plan maintained by an Affiliate, as described in Code
      Section 415(l); and

                 (5) if the Participant was a Key Employee at any time during
      the Plan Year during which or coincident with which the Limitation Year
      ends or during any preceding Plan Year, any amount paid or accrued after
      December 31, 1985, by an Affiliate to a special account under a welfare
      benefit fund [as defined in Code Section 419(e)] to provide
      post-retirement medical or life insurance benefits to the Participant, as
      described in Code Section 419A(d)(2).

      Contributions do not fail to be Annual Additions merely because they are
      (i) Before-Tax Contributions that exceed the Maximum Deferral Amount, (ii)
      Before-Tax Contributions that cause the Plan to fail the ADP Tests, or
      (iii) Matching Contributions that cause the Plan to fail the ACP Tests, or
      merely because the Contributions described in clauses (ii) and (iii)
      immediately above are corrected through distribution or
      recharacterization; Contributions described in clause (i) immediately
      above that are distributed in accordance with the terms of Section 6.2
      shall not be Annual Additions.

            (e) Compliance with Code Section 415. The limitations in this
Section are intended to comply with the provisions of Code Section 415 so that
the maximum benefits permitted under plans of the Affiliates shall be exactly
equal to the maximum amounts allowed under Code Section 415 and the regulations
promulgated thereunder. The provisions of this Section generally are effective
as of the Effective Date, but to the extent the Code requires an earlier or
later effective date with respect to any portion(s) of this Section, such other
effective date shall apply. If there is any discrepancy between the provisions
of this Section and the provisions of Code Section 415 and the regulations
promulgated thereunder, such discrepancy shall be resolved in such a way as to
give full effect to the provisions of the Code.

      6.8 Construction of Limitations and Requirements.

            The descriptions of the limitations and requirements set forth in
this Article are intended to serve as statements of the legal requirements
necessary for the Plan to remain qualified under the applicable terms of the
Code. The Participating Companies do not desire or intend, and the terms of this
Article shall not be construed, to impose any more restrictions on the operation
of the Plan than required by law. Therefore, the terms of this Article and any
related terms and definitions in the Plan shall be interpreted and operated in a
manner which imposes the least restrictions on the Plan. For example, if use of
a more liberal definition of "Compensation" or a more liberal multiple use test
is permissible at any time under the law, then the more liberal provisions may
be applied as if such provisions were included in the Plan.


                                       36
<PAGE>

                                  ARTICLE VII
                                  INVESTMENTS

      7.1 Establishment of Trust Account.

            All Contributions are to be remitted to the Trustee, to be held in
the Trust Fund and invested in accordance with the terms of the Plan and the
Trust.

      7.2 Investment Funds.

            (a) Establishment of Investment Funds. The Investment Committee
shall establish and maintain Investment Funds for the investment of Accounts.
Such Investment Funds shall be established and modified from time to time
without necessity of amendment to the Plan and shall have the investment
objectives prescribed by the Investment Committee. Investment Funds also may be
established and maintained for any limited purpose(s) the Investment Committee
may direct (for example, for the investment of certain specified Accounts
transferred from a Prior Plan). Similarly, the Investment Committee may
eliminate one or more of the then existing Investment Funds.

            (b) Reinvestment of Cash Earnings. Any investment earnings received
in the form of cash with respect to any Investment Fund (in excess of the
amounts necessary to make cash distributions or to pay Plan or Trust expenses)
shall be reinvested in such Investment Fund.

            (c) Investment Through Brokerage Accounts. Each Participant shall
have the right to elect that a portion of his Account be transferred to a
brokerage account through which such portion may be invested in any permitted
investment selected by such Participant in accordance with rules and procedures
established from time to time by the Investment Committee and/or Administrative
Committee and consistent with the Plan recordkeeper's procedures, provided that
(i) the Investment Committee and/or Administrative Committee may require that
amounts invested in a brokerage account be transferred to an Investment Fund
before such amounts are available for a distribution or loan from the Plan; (ii)
the Participant's exercise of investment directions will be subject to such
restrictions as the Administrative Committee may impose from time to time,
including, without limitation, restrictions on permitted forms of investment,
minimum and maximum limits on amounts that may be invested, and limitations on
the time, manner and frequency of changes in investment directions; and (iii)
any fees or expenses incurred as a result of the Participant's investment
directions or selection of the brokerage account may be assessed directly
against the Participant's Account.

      7.3 Participant Direction of Investments.

            Each Participant or Beneficiary generally may direct the manner in
which his Accounts and Contributions shall be invested in and among the
Investment Funds described in Section 7.2. Participant investment directions
shall be made in accordance with the following terms:

            (a) Investment of Contributions. Except as otherwise provided in
this Section, each Participant may elect, on a form provided by the
Administrative Committee, through an interactive telephone or internet-based
system, or in such other manner as the


                                       37
<PAGE>
Administrative Committee may prescribe, the percentage of his future
Contributions that will be invested in each Investment Fund. Contributions made
on behalf of Transferred Participants shall initially be invested in accordance
with the elections under the Prior Plans as applied to Investment Funds under
the Plan in a manner determined by the Investment Committee. Such Participant
may make subsequent elections as of any Valuation Date, and such elections shall
apply to all such Contributions credited to such Participant's Accounts
following such date; for purposes hereof, Contributions and/or Forfeitures that
are credited to a Participant's or Beneficiary's Account shall be subject to the
investment election in effect on the date on which such amounts are actually
received and credited, regardless of any prior date "as of" which such
Contributions may have been allocated to his Account. Any election made pursuant
to this subsection with respect to future Contributions shall remain effective
until changed by the Participant.

            (b) Investment of Existing Account Balances. Except as otherwise
provided in this Section, each Participant or Beneficiary may elect, on a form
provided by the Administrative Committee, through an interactive telephone or
internet-based system, or in such other manner as the Administrative Committee
may prescribe, the percentage of his existing Accounts that will be invested in
each Investment Fund. Such Participant or Beneficiary may make such elections
effective as of any Valuation Date following his Entry Date into the Plan (or
the crediting of his Rollover Contribution). Each such election shall remain in
effect until changed by such Participant or Beneficiary. In the event a
Participant or Beneficiary fails to make an election for his existing Account
balance pursuant to the terms of this subsection which is separate from his
election made for his Contributions pursuant to the terms of subsection (a)
hereof, or if a Participant's or Beneficiary's investment election is incomplete
or insufficient in some manner, the Participant's or Beneficiary's existing
Account balance will continue to be invested in the same manner provided under
the terms of the most recent election affecting that portion of his Account.

            (c) Conditions Applicable to Elections. The Administrative Committee
shall have complete discretion to adopt and revise procedures to be followed in
making such investment elections. Such procedures may include, but are not
limited to, the process of the election, the permitted frequency of making
elections, the deadline for making elections and the effective date of such
elections; provided, elections must be permitted at least once every 3 months.
Subject to any delay resulting from suspension of trading, market disruption or
other event which results in a delay in the effectiveness of an investment
election, an investment election [other than an election relating to amounts
invested in a brokerage account pursuant to Section 7.2(c)] shall be effective
as of a Valuation Date if properly made no later than the closing time of the
New York Stock Exchange on such Valuation Date. Any procedures adopted by the
Administrative Committee that are inconsistent with the deadlines or procedures
specified in this Section shall supersede such provisions of this Section
without the necessity of a Plan amendment.

            (d) BellSouth and SBC Shares Funds. The BellSouth and SBC Shares
Funds shall consist of amounts transferred to the Plan from a Prior Plan in the
form of BellSouth Stock and SBC Stock. A Participant or Beneficiary may direct
investments out of the BellSouth and SBC Shares Funds at any time, but shall not
have the right to transfer any additional amounts into the BellSouth and SBC
Shares Funds. For purposes of valuing the BellSouth and SBC


                                       38
<PAGE>
Shares Funds, the value of BellSouth and SBC Stock on any Valuation Date shall
be the closing price of such stock on the New York Stock Exchange on such
Valuation Date.

            (e) Restrictions on Investments. To the extent any investment or
reinvestment restrictions apply with respect to any Investment Funds (for
example, restrictions on changes of investments between competing funds) or as a
result of unanticipated depletion of cash liquidity within an Investment Fund, a
Participant's or Beneficiary's ability to direct investments hereunder may be
limited.

      7.4 Valuation.

            As of each Valuation Date, the Trustee or investment manager, as
applicable, shall determine the fair market value of each of the Investment
Funds after first deducting any expenses which have not been paid by the
Participating Companies. Any costs and expenses incurred in connection with Plan
investments and, unless paid by the Participating Companies, any costs and
expenses incurred in connection with the general administration of the Plan and
the Trust shall at the direction of the Investment Committee be allocated among
the Investment Funds; provided, all costs and expenses directly identifiable to
one Investment Fund shall be allocated to that Investment Fund.

      7.5 Voting and Tender Offer Rights.

            (a) Investment Funds. To the extent and in the manner permitted by
the Trust and/or any documents establishing or controlling any of the Investment
Funds, Participants and Beneficiaries shall be given the opportunity to vote and
tender their interests in each such Investment Fund. Otherwise, such interests
shall be voted and/or tendered by the Investment Manager or other fiduciary that
controls such Investment Fund, as may be provided in the controlling documents.

            (b) BellSouth and SBC Shares Funds. To the extent and in the manner
permitted by the Trust and/or any documents establishing or controlling the
BellSouth and SBC Shares Funds, Participants and Beneficiaries shall be given
the opportunity to exercise all voting rights with respect to the shares of
BellSouth or SBC Stock in his Account. The Trustee shall vote shares with
respect to which voting directions are not received in the same proportion as
the shares of BellSouth and SBC Stock are voted by the voting Participants and
Beneficiaries.


                                       39
<PAGE>

      7.6 Fiduciary Responsibilities for Investment Directions.

              All fiduciary responsibility with respect to the selection of
Investment Funds for the investment of a Participant's or Beneficiary's Accounts
shall be allocated to the Participant or Beneficiary who directs the investment.
Neither the Administrative Committee, the Investment Committee, the Trustee, nor
any Participating Company shall be accountable for any loss sustained by reason
of any action taken, or investment made, pursuant to an investment direction.

      7.7 Appointment of Investment Manager; Authorization to Invest in
Collective Trust.

            (a) Investment Manager. The Investment Committee may appoint any one
or more individuals or entities to serve as the investment manager or managers
of the entire Trust or of all or any designated portion of a particular
Investment Fund or Investment Funds. The investment manager shall certify that
it is qualified to act as an "investment manager" within the meaning of Section
3(38) of ERISA and shall acknowledge in writing its fiduciary status with
respect to the assets placed under its control. If an investment manager is
appointed, the investment manager shall have the power to manage, acquire and
dispose of any and all assets of the Trust Fund, as the case may be, which have
been placed under its control, except to the extent that such power is reserved
to the Trustee by the Controlling Company. If an investment manager is
appointed, the Trustee shall be relieved of any and all liability for the acts
or omissions of the investment manager, and the Trustee shall not be under any
obligation to invest or otherwise manage any assets which are subject to the
management of the investment manager.

            (b) Collective Trust. The Investment Committee may designate that
all or any portion of the Trust Fund shall be invested in a collective trust
fund, in accordance with the provisions of Revenue Ruling 81-100 or any
successor ruling. Such designation or direction shall be in addition to the
powers to invest in commingled funds maintained by the Trustee provided for in
the Trust.


                                       40
<PAGE>

                                ARTICLE VIII
                           VESTING IN ACCOUNTS

      8.1 General Vesting Rule.

            (a) Fully Vested Accounts. All Participants shall at all times be
fully vested in their After-Tax, Before-Tax, Qualified Nonelective, Rollover,
Prior Employer Contributions and Ameritech Restricted Accounts.

            (b) Matching Accounts. Except as provided in subsections (c) and
(d), and Sections 8.2 and 8.3, the Matching Account of each Participant shall
vest in accordance with the following vesting schedule, based on the total of
the Participant's Years of Service:

<Table>
<Caption>
          Years of Service                 Vested Percentage of Participant's
      Completed by Participant                      Matching Account
      ------------------------             ----------------------------------
<S>                                        <C>
      Less than 2 Years                                   0%
      2 Years or more                                   100%
</Table>

            (c) Vesting of Transferred Employees. Notwithstanding subsection
(b), all Transferred Employees shall be 100 percent vested in their Accounts at
all times.

            (d) Vesting of Covered Employees on December 31, 2001.
Notwithstanding subsection (b), a Covered Employee who is actively employed by a
Participating Company on December 31, 2001, shall become 100 percent vested in
his Account.

      8.2 Vesting Upon Occurrence of Certain Events.

            Notwithstanding Section 8.1, a Participant's Account shall become
100 percent vested and nonforfeitable upon the occurrence of any of the
following events:

            (a) The Participant's attainment of Normal Retirement Age while
still employed as an Employee of any Affiliate;

            (b) The Participant's death while still employed as an Employee of
any Affiliate;

            (c) The Participant's becoming Disabled while still employed as an
Employee of any Affiliate; or

            (d) The Participant's termination of employment with an Affiliate
due to a Formal Force Reduction.

      8.3 Timing of Forfeitures and Vesting after Restoration Contributions.

            (a) Timing of Forfeitures. If a Participant who is not yet 100
percent vested in his Matching Account or Transfer Account terminates employment
with all Affiliates, the nonvested amount in his Matching Account or Transfer
Account shall be immediately forfeited



                                       41
<PAGE>
and shall become available for allocation as a Forfeiture (in accordance with
the terms of Section 5.5) as soon as practicable after such termination occurs;
provided, if such Participant elects to receive a distribution of all of his
vested Matching Account and Transfer Account, the nonvested amount in his
Matching Account and Transfer Account (i) shall be forfeited and shall become
available for allocation as a Forfeiture (in accordance with the terms of
Section 5.5) as soon as practicable after such termination occurs and (ii) shall
be subject to the restoration rules set forth herein. If a Participant has no
vested interest in his Matching Account and Transfer Account, at the time he
terminates employment, he shall be deemed to have received a cash-out
distribution at the time he terminates employment, and the forfeiture provisions
of this Section shall apply. If such a Participant resumes employment with an
Affiliate after he has incurred 5 or more consecutive Breaks in Service, such
nonvested amount shall not be restored. If such a Participant resumes employment
with an Affiliate before he has incurred 5 consecutive Breaks in Service, the
nonvested amount shall be restored pursuant to the terms of subsection (b)
hereof, as applicable.

            (b) Reemployment and Vesting Before Any Distribution. If such a
Participant has no vested interest in his Matching Account and Transfer Account
(such that he had a deemed cashout of his Matching Account and Transfer
Account), his Matching Account and Transfer Account shall be restored pursuant
to the terms of Section 3.7 and then shall be subject to all of the vesting
rules in this Article VIII as if no Forfeitures had occurred.

      8.4 Amendment to Vesting Schedule.

            Notwithstanding anything herein to the contrary, in no event shall
the terms of any amendment to the Plan reduce the vested percentage that any
Participant has earned under the Plan. In the event that the Plan provides for
Participants to vest in their Accounts at a rate which is faster than that
provided under any amendment hereto (or in the event any other change is made
that directly has an adverse effect on Participants' vested percentage), any
Participant who has 3 or more Years of Service [calculated in a manner
consistent with Treasury Regulation Section 1.411(a)-8T (or any successor
section)] may elect to have his vested percentage calculated under the schedule
in the Plan before any such change, and the Administrative Committee shall give
each such Participant notice of his rights to make such an election. 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 a Participating Company or the Administrative Committee.


                                       42
<PAGE>
                                   ARTICLE IX
                       PAYMENT OF BENEFITS FROM ACCOUNTS

      9.1 Benefits Payable for Reasons Other Than Death.

            (a) General Rule Concerning Benefits Payable. In accordance with the
terms of subsection (b) hereof and subject to the restrictions set forth in
subsections (c) and (d) hereof, if a Participant separates from service with all
Affiliates for any reason other than death he (or his Beneficiary, if he dies
after such separation from service) shall be entitled to receive or begin
receiving a distribution of (i) the vested amount credited to his Account,
determined as of the Valuation Date on which such distribution is processed,
plus (ii) the vested amount of any Contributions made on his behalf since such
Valuation Date. For purposes of this Article, the "date on which such
distribution is processed" refers to the date established for such purpose by
administrative practice, even if actual payment and/or processing is made at a
later date due to delays in the valuation, administrative or any other
procedure.

            (b) Timing of Distribution.

                 (1) Except as provided in subsections (b)(2), (b)(3), and (d)
      hereof, benefits payable to a Participant under this Section shall be
      distributed as soon as administratively practicable after the Participant
      separates from service with all Affiliates for any reason other than
      death.

                 (2) Notwithstanding the foregoing, in the event that (A) the
      value of the Participant's Account exceeds $5,000 and (B) the distribution
      date described in subsection (b)(1) hereof occurs or is to occur prior to
      the Participant's attainment of Normal Retirement Age, benefits shall not
      be distributed or commence to be distributed to such Participant at the
      time set forth in subsection (b)(1) hereof without the Participant's
      written election (or an election through an electronic medium) in such
      form as provided by the Administrative Committee. In order for such
      Participant's election to be valid, his election must be filed with the
      Administrative Committee within the 90-day period ending on such date, and
      the Administrative Committee (no later than 30 days and no earlier than 90
      days before such distribution date) must have presented him with a notice
      informing him of his right to defer his distribution; provided, the
      Participant may elect to waive the minimum 30-day notice period and to
      receive his distribution before the end of such period. If the Participant
      does not consent to the distribution of his benefit at such time, his
      benefit shall be distributed as soon as practicable after the date he
      files an election with the Administrative Committee requesting such
      payment.

                 (3) Notwithstanding anything in the Plan to the contrary,
      unless a Participant elects to further defer the distribution of his
      benefit or fails to submit a claim for such distribution, in no event
      shall payment of the Participant's benefit be made or commence later than
      60 days after the end of the Plan Year which includes the latest of (i)
      the date on which the Participant attained Normal Retirement Age, (ii) the
      date which is the 10th anniversary of the date he commenced participation
      in the Plan, or (iii) the date he actually separates from service with all
      Affiliates; provided, if the amount of the payment cannot be ascertained
      by the date as of which payments are scheduled to be


                                       43
<PAGE>

      made or commence hereunder, payment shall be made or commence no later
      than 60 days after the earliest date on which such payment can be
      ascertained under the Plan.

                 (4) Notwithstanding anything in the Plan to the contrary, the
      Participant's Account shall be distributed or commence to be distributed
      no later than the April 1 following the later of (i) the calendar year in
      which the Participant attains age 70 1/2, or (ii) the calendar year in
      which the Participant actually terminates employment with all Affiliates;
      provided, if such Participant is a 5 percent owner (as defined in Code
      Section 416), benefit payments shall be made or commence no later than the
      April 1 following the calendar year in which the Participant attains age
      70 1/2. The Plan will apply the minimum distribution requirements of
      Section 401(a)(9) of the Internal Revenue Code in accordance with the
      regulations under Section 401(a)(9) that were proposed on January 17, 2001
      (the 2001 proposed regulations), notwithstanding any provision of the Plan
      to the contrary. This provision shall continue in effect until the last
      calendar year beginning before the effective date of the final regulations
      under Section 401(a)(9) or such other date as may be published by the
      Internal Revenue Service.

            (c) Restrictions on Distributions from Before-Tax Account, Ameritech
Restricted Account and Qualified Nonelective Account. Notwithstanding anything
in the Plan to the contrary, (i) amounts in a Participant's Before-Tax Account,
Qualified Nonelective Account and Ameritech Restricted Account and (ii) amounts
in a Participant's Transfer Accounts credited with before-tax contributions and
company contributions used to satisfy the Code Section 401(k) actual deferral
percentage test and company contributions used to satisfy the Code Section
401(m) actual contribution percentage test shall not be distributable to such
Participant earlier than the earliest of the following to occur:

                 (1) The Participant's death, Disability or separation from
      service with all Affiliates;

                 (2) The termination of the Plan without the establishment or
      maintenance of a successor defined contribution plan [other than an
      employee stock ownership plan as defined in Code Section 4975(e)] at the
      time the Plan is terminated or within the period ending 12 months after
      the final distribution of all assets in all Before- Tax, Qualified
      Nonelective and Transfer Accounts described above in this subsection (c);
      provided, if fewer than 2 percent of the Employees who are or were
      eligible under the Plan at the time of its termination are or were
      eligible under another defined contribution plan at any time during the
      24-month period beginning 12 months before the time of termination, such
      other plan shall not be a successor plan;

                 (3) The date of disposition by the Participating Company
      employing such Participant of substantially all of its assets [within the
      meaning of Code Section 409(d)(2)] that were used by such Participating
      Company in a trade or business; provided, such Participant continues
      employment with the corporation acquiring such assets; provided, the sale
      of 85 percent of the assets used in a trade or business will be deemed a
      sale of "substantially all" of the assets used in such trade or business;


                                       44
<PAGE>

                 (4) The date of disposition by the Participating Company
      employing such Participant of its interest in a subsidiary [within the
      meaning of Code Section 409(d)(3)]; provided, such Participant continues
      employment with such subsidiary;

                 (5) The attainment by such Participant of age 59 1/2; or

                 (6) The Participant's incurrence of a financial hardship as
      described in Section 10.2;

provided, for an event described in subsections (c)(2), (c)(3) or (c)(4) hereof
to constitute events permitting a distribution from the Before-Tax and Qualified
Nonelective Accounts (or the affected Transfer Accounts), such distribution must
be made on account of such event in the form of a lump sum distribution, as
defined in Code Section 402(e)(4)(D) (without regard to subclauses (I), (II),
(III) and (IV) of clause (i) thereof); and provided, further, for the events
described in subsections (c)(3) or (c)(4) hereof to constitute events permitting
such a distribution, the Participating Company must maintain the Plan after the
disposition.

            (d) Delay Upon Reemployment. If a Participant becomes eligible to
receive or begins receiving a benefit payment in accordance with the terms of
subsection (a) and subsequently is reemployed by an Affiliate prior to the time
his Account has been distributed in full, the distribution to such Participant
shall be delayed until such Participant again becomes eligible to receive a
distribution from the Plan.

      9.2 Death Benefits.

            If a Participant dies before payment of his benefits from the Plan
is made or commences to be made, the Beneficiary or Beneficiaries designated by
such Participant in his latest beneficiary designation form filed with the
Administrative Committee in accordance with the terms of Section 9.7 shall be
entitled to receive a distribution of the total of (i) the entire vested amount
credited to such Participant's Account, determined as of the Valuation Date on
which the distribution is processed, plus (ii) any Contributions made on such
Participant's behalf since such Valuation Date. The Administrative Committee may
direct the Trustee to distribute a Participant's Account to a Beneficiary
without the written consent of such Beneficiary.

      9.3 Commencement of Death Benefits.

            (a) General Rule. Death benefits shall be distributed to a
Participant's Beneficiary or Beneficiaries as soon as administratively feasible
after the date of the Participant's death (or, if later, after timing
restrictions and requirements under the Code are satisfied). As required by Code
Section 401(a)(9), in no event shall any such distribution be made later than 5
years after the date of the Participant's death, except for distributions made
to such Participant's Spouse.

            (b) Minimum Benefit Rules. All distributions will be made in
accordance with Code Section 401(a)(9), the regulations promulgated under Code
Section 401(a)(9), including Treasury Regulation Section 1.401(a)(9)-2 and any
other provisions reflecting the requirements of Code Section 401(a)(9) and
prescribed by the Internal Revenue Service, all of


                                       45
<PAGE>
which are incorporated by reference; and the terms of the Plan reflecting the
requirements of Code Section 401(a)(9) override the distribution options (if
any) in the Plan which are inconsistent with those requirements.

      9.4 Forms of Distribution.

            (a) Method.

                 (1) Single-Sum Payment. Unless subsection (a)(2) applies, the
      payment of any distribution from the Plan to a Participant or Beneficiary
      shall be in the form of a single-sum payment which shall be paid in cash;
      provided, to the extent a Participant's or Beneficiary's Account is
      invested in the BellSouth or SBC Shares Fund, the Participant or
      Beneficiary may elect to receive whole shares of such stock. Any
      fractional shares of stock shall be paid in cash.

                 (2) Installments. A Participant may elect periodic installments
      made in equal (as adjusted for investment earnings and losses between
      payments) installments not less frequently than annually over a period
      certain, provided that if a Participant selects payment in the form of
      installments over a period certain, the maximum length thereof shall be
      the joint life expectancy of such Participant and his designated
      Beneficiary.

                 (3) Partial Distributions. Notwithstanding subsections (a)(1)
      and (a)(2) hereof, a Participant may elect at any time to receive a
      partial distribution in the amount of $500 or more. A Participant may
      receive a partial distribution while he is receiving annual installments.
      A Participant is eligible to receive a partial distribution until such
      time as the Participant (i) elects a single-sum payment of his entire
      Account or (ii) is required to take a distribution from the Plan under
      Section 9.1(b)(4).

                 (4) Other Optional Forms. If the assets and benefits of a
      qualified retirement plan which allows one or more Code Section 411(d)(6)
      protected forms of distribution not generally permitted hereunder are
      transferred to or merged into the Plan, the Participant whose Accounts
      under the Plan includes such transferred benefits shall be permitted to
      receive distribution of all or a portion of those benefits so transferred
      in a manner and subject to rules and restrictions similar to those
      provided under the transferring plan such that the Plan will comply with
      the requirements of Code Section 411(d)(6).

            (b) Direct Rollover Distributions. If a Participant, Surviving
Spouse or a spousal Alternate Payee under a qualified domestic relations order
who is the recipient of any Eligible Rollover Distribution elects to have such
Eligible Rollover Distribution paid directly to an Eligible Retirement Plan and
specifies (in such form and at such time as the Administrative Committee may
prescribe) the Eligible Retirement Plan to which such distribution is to be
paid, such distribution shall be made in the form of a direct trustee-to-trustee
transfer to the specified Eligible Retirement Plan; provided, such transfer
shall be made only to the extent that the Eligible Rollover Distribution would
be included in gross income if not so transferred [determined without regard to
Code Sections 402(c) and 403(a)(4)].


                                       46
<PAGE>

            (c) Assets Distributed. Any distributions made to a Participant or
Beneficiary shall be made in the form of cash; provided, a Participant or
Beneficiary who elects to receive a single-sum payment and has amounts invested
in the BellSouth or SBC Shares Fund may elect to receive a distribution of such
amounts in the form of cash, in whole shares of stock, or in a combination of
cash and stock; and provided further, if the Participant or Beneficiary fails to
make an election, his entire Account shall be paid in the form of cash. Any
portion of the Account which is represented by a fractional share of stock shall
be paid in cash.

      9.5 Cash-Out Payment of Benefits.

            Notwithstanding anything to the contrary in this Article IX, in the
event that the vested portion of the Account of any Participant who separates
from the service of all Affiliates is less than or equal to $5,000, the full
vested amount of such benefit automatically shall be paid to such Participant in
one single-sum, cash-out distribution as soon as practicable after the date the
Participant separates from service. In the event a Participant has no vested
interest in his Matching and/or Transfer Account at the time of his separation
from service, he shall be deemed to have received a cash-out distribution of
such Matching and/or Transfer Account at the time of his separation from
service, and the forfeiture provisions of Section 8.3 shall apply.

      9.6 Qualified Domestic Relations Orders.

            In the event the Administrative Committee receives a domestic
relations order which it determines to be a QDRO, the Plan shall pay such
benefit to the prescribed Alternate Payee(s) at such time and in such form as
shall be described in the QDRO and permitted under Section 15.1(b). If the QDRO
requires immediate payment, the specified benefit shall be paid to the Alternate
Payee as soon as practicable after the Administrative Committee determines that
the order is qualified or, if later, after timing restrictions and requirements
under the Code are satisfied. To the extent consistent with the QDRO, the amount
of the payment to an Alternate Payee shall include earnings, interest and other
investment proceeds through (but not after) the Valuation Date as of which the
Trustee processes the distribution. If a Participant's Account is partially paid
or payable to an Alternate Payee, the Participant's remaining portion of his
Account shall be reduced accordingly and shall be subject to the distribution
provisions in this Article IX. If a separate account is established for an
Alternate Payee under the Plan the Alterante Payee shall generally have the
rights afforded to a Beneficiary with respect to such account.

      9.7 Beneficiary Designation.

            (a) General. In accordance with the terms of this Section,
Participants shall designate and from time to time may redesignate their
Beneficiary or Beneficiaries of the benefits described in this Article IX in
such form and manner as the Administrative Committee may determine. A
Participant shall be deemed to have named his Surviving Spouse, if any, as his
sole Beneficiary unless his Spouse consents to the payment of all or a specified
portion of the Participant's benefit to a Beneficiary other than or in addition
to the Surviving Spouse in a manner satisfying the requirements of a Qualified
Spousal Waiver and such other procedures as the Administrative Committee may
establish. Any designations made under Prior Plans shall be void, except to the
extent provided by the Administrative Committee. Notwithstanding the


                                       47
<PAGE>
foregoing, a married Participant may designate a non-Spouse Beneficiary without
a Qualified Spousal Waiver (unless a QDRO states otherwise) if the Participant
establishes to the satisfaction of the Administrative Committee: (i) that his
Spouse cannot be located; (ii) that he is legally separated from his Spouse or
that he has been abandoned by his Spouse (as defined by local law) and the
Participant has a court order to such effect; or (iii) that such other
permissible circumstances exist as the Secretary of the Treasury may prescribe
by regulation.

            (b) No Designation or Designee Dead or Missing. In the event that:

                 (1) a Participant dies without designating a Beneficiary;

                 (2) the Beneficiary designated by a Participant is not
      surviving when a payment is to be made to such person under the Plan, and
      no contingent Beneficiary has been designated; or

                 (3) the Beneficiary designated by a Participant cannot be
      located by the Administrative Committee within 1 year after the date
      benefits are to commence to such person;

then, in any of such events, the Beneficiary of such Participant with respect to
any benefits that remain payable under this Article IX shall be the
Participant's Surviving Spouse, if any, and if not, then the estate of the
Participant.

      9.8 Claims.

            (a) Procedure. Claims for benefits under the Plan shall be filed
with the Administrative Committee. The Administrative Committee shall furnish to
the claimant written notice of the disposition of a claim within 90 days after
the application therefor is filed; provided, if special circumstances require an
extension of time for processing the claim, the Administrative Committee shall
furnish written notice of the extension to the claimant prior to the end of the
initial 90-day period, and such extension shall not exceed one additional,
consecutive 90-day period. In the event the claim is denied, the notice of the
disposition of the claim shall provide the specific reasons for the denial,
cites of the pertinent provisions of the Plan, and, where appropriate, an
explanation as to how the claimant can perfect the claim and/or submit the claim
for review.

            (b) Review Procedure. Any Participant or Beneficiary who has been
denied a benefit, or his duly authorized representative, shall be entitled, upon
request to the Administrative Committee, to appeal the denial of his claim. The
claimant or his duly authorized representative may review pertinent documents
related to the Plan and in the Administrative Committee's possession in order to
prepare the appeal. The form containing the request for review, together with a
written statement of the claimant's position, must be filed with the
Administrative Committee no later than 60 days after the date of the written
notification of denial of a claim provided for in subsection (a) hereof. The
Administrative Committee's decision shall be made within 60 days following the
receipt of the request for review and shall be communicated in writing to the
claimant; provided, if special circumstances require an extension of time for
processing the appeal, the Administrative Committee shall furnish written notice
to


                                       48
<PAGE>

the claimant prior to the end of the initial 60-day period, and such an
extension shall not exceed one additional 60-day period. If unfavorable, the
notice of decision shall explain the reason or reasons for denial and indicate
the provisions of the Plan or other documents used to arrive at the decision.
Claims shall be based upon the written record only and no personal appearance
shall be permitted.

            (c) Satisfaction of Claims. Any payment to a Participant or
Beneficiary, or to his legal representative or heirs at law, all in accordance
with the provisions of the Plan, shall to the extent thereof be in full
satisfaction of all claims hereunder against the Trustee, the Administrative
Committee, and the Participating Companies, any of whom may require such
Participant, Beneficiary, legal representative or heirs at law, as a condition
to such payment, to execute a receipt and release therefor in such form as shall
be determined by the Trustee, the Administrative Committee or the Participating
Companies, as the case may be. If receipt and release shall be required but
execution by such Participant, Beneficiary, legal representative or heirs at law
shall not be accomplished so that the terms of Section 9.1(b) (dealing with the
timing of distributions) may be fulfilled, such benefits may be distributed or
paid into any appropriate court or to such other place as such court shall
direct, for disposition in accordance with the order of such court, and such
distribution shall be deemed to comply with the requirements of Section 9.1(b).

      9.9 Explanation of Rollover Distributions.

            Within a reasonable period of time [as defined for purposes of Code
Section 402(f)] before making an Eligible Rollover Distribution (which may
include certain withdrawals permitted under Article X hereof) from the Plan to a
Participant or Beneficiary, the Administrative Committee shall provide such
Participant or Beneficiary with a written explanation of (i) the provisions
under which the distributee may have the distribution directly transferred to
another Eligible Retirement Plan, (ii) the provisions which require the
withholding of tax on the distribution if it is not directly transferred to
another Eligible Retirement Plan, (iii) the provisions under which the
distribution will not be subject to tax if transferred to an Eligible Retirement
Plan within 60 days after the date on which the distributee receives the
distribution, and (iv) such other terms and provisions as may be required under
Code Section 402(f) and the regulations promulgated thereunder.

      9.10 Forfeiture of Benefits by Killers.

            Notwithstanding anything to the contrary in the Plan, no payment of
benefits shall be made under any provision of the Plan to any individual who
kills the Participant with respect to whom such amount would otherwise be
payable. An individual shall be deemed to have killed a Participant for purposes
of this Section if, by virtue of such individual's involvement in the death of
the Participant, such individual's entitlement to any interest in assets of the
deceased could be denied (whether or not there is in fact any such entitlement)
under any applicable law, state or federal, including without limitation laws
governing intestate succession, wills, jointly-owned property, bonds, and life
insurance. For purposes of the Plan, any such killer shall be deemed to have
predeceased the Participant. The Administrative Committee may withhold
distribution of benefits otherwise payable under the Plan for such period of
time as is necessary


                                       49
<PAGE>

or appropriate under the circumstances to make a determination with regard to
the application of this Section.

      9.11 Unclaimed Benefits.

            In the event a Participant or Beneficiary becomes entitled to
benefits under this Article IX and the Administrative Committee is unable to
locate such Participant or Beneficiary (after such diligent efforts as the
Administrative Committee in its sole discretion deems appropriate) within 1 year
of the date upon which he became so entitled, the full Account of such
Participant or Beneficiary shall be deemed abandoned and treated as a
Forfeiture; provided, in the event such Participant or Beneficiary is located or
makes a claim subsequent to the allocation of the abandoned Account, the amount
of such abandoned Account (unadjusted for any investment gains or losses from
the time of abandonment) shall be restored (from abandoned Accounts,
Forfeitures, Trust earnings or Contributions made by the Participating
Companies) to such Participant or Beneficiary, as appropriate; provided further,
the Administrative Committee, in its sole discretion, may delay the deemed date
of abandonment of any such Account for a period longer than the prescribed 1
year if it believes that it is in the best interest of the Plan to do so; and,
provided further, if the distribution is payable upon termination of the Plan,
the Administrative Committee shall not be required to wait until the end of such
1-year period.

      9.12 Recovery of Mistaken Payments.

            If any benefit is paid to a Participant or Beneficiary in an amount
that is greater than the amount payable under the terms of the Plan, the Plan
shall recover the excess benefit amount by eliminating or reducing the
Participant's or Beneficiary's future benefit payments. If no further benefits
are payable to the Participant or Beneficiary under the Plan, the Administrative
Committee, in its discretion, may employ such means as are available under
applicable law to recover the excess benefit amount from the Participant or
Beneficiary.


                                       50
<PAGE>

                                   ARTICLE X
                             WITHDRAWALS AND LOANS

      10.1 In-Service Withdrawals.

            (a) General. Prior to separation from service with all Affiliates, a
Participant may withdraw all or part of the vested amounts described in Section
10.2 through Section 10.6 hereof, subject to the limitations set forth therein.

            (b) Election to Withdraw. All applications to withdraw shall be made
at such time as the Administrative Committee may reasonably request, and shall
be on a form provided by the Administrative Committee, through an interactive
telephone or internet-based system, or in such manner as the Administrative
Committee may prescribe.

            (c) Source of Withdrawal Amounts. The withdrawal amount shall be
charged against the vested portion of the Participant's subaccounts as
determined by the Administrative Committee. If the assets of an Account are
invested in more than one Investment Fund, the withdrawal amount shall be
charged against each Investment Fund in the same proportion as the balance of a
subaccount in each investment fund bears to the total balance of that subaccount
in all Investment Funds.

            (d) Payment of Withdrawal. The amount of any withdrawal shall be
paid to a Participant in a single-sum cash payment, or in-kind from the
BellSouth and SBC Shares Funds if elected, as soon as practicable after the
Administrative Committee receives and approves a properly completed withdrawal
application. At the time of making any withdrawals for a Participant, his
Account may be charged with any administrative expenses (such as check
processing fees) specifically allocable against his Account pursuant to the
policies of the Administrative Committee. Any withdrawal shall be treated as a
payment of benefits under Article IX and shall be subject to the provisions of
Section 9.8.

            (e) Effect of Outstanding Loan. If an amount becomes payable to a
Participant as a withdrawal pursuant to this Article at a time when such
Participant has an outstanding loan from the Plan, the terms of Section 10.8(g)
shall apply.

      10.2 Hardship Withdrawals.

            (a) Parameters of Hardship Withdrawals. A Participant may make, on
account of hardship, a withdrawal from his Before-Tax Account (other than any
investment earnings attributable to Before-Tax Contributions), Transfer Account
(other than any investment earnings attributable to before-tax contributions
earned after December 31, 1988, and qualified nonelective contributions),
Matching Account and Prior Employer Contributions Account. For purposes of this
subsection, a withdrawal will be on account of "hardship" if it is necessary to
satisfy an immediate and heavy financial need of the Participant. A withdrawal
based on financial hardship cannot exceed the amount necessary to meet the
immediate financial need created by the hardship and not reasonably available
from other resources of the Participant. The Administrative Committee shall make
its determination as to whether a Participant has suffered an immediate and
heavy financial need and whether it is necessary to use a hardship withdrawal
from the Plan to satisfy that need on the basis of all relevant facts and
circumstances.


                                       51
<PAGE>

            (b) Immediate and Heavy Financial Need. For purposes of the Plan, an
immediate and heavy financial need exists only if the withdrawal is on account
of (i) expenses for medical care described in Code Section 213(d) previously
incurred by the Participant, his Spouse or dependents, or necessary to obtain
such medical care for such persons, (ii) the purchase (excluding mortgage
payments) of a principal residence for the Participant, (iii) the payment of
tuition, related educational fees, and room and board expenses for the next 12
months of post-secondary education for the Participant, his Spouse or
dependents, (iv) the need to prevent eviction of the Participant from his
principal residence or foreclosure on the mortgage of the Participant's
principal residence, or (v) the payment of funeral expenses for a member of the
Participant's family.

            (c) Necessary to Satisfy a Financial Need. In determining whether
the withdrawal is necessary to relieve the Participant's immediate and heavy
financial need, the Administrative Committee shall rely upon the Participant's
reasonable written representation that the need cannot be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by reasonable
liquidation of the Participant's assets to the extent that liquidation would not
itself cause an immediate and heavy financial need, (iii) by cessation of
After-Tax and Before-Tax Contributions to the Plan, or (iv) by other
distributions or nontaxable (at the time of the loan) loans from plans
maintained by one or more Participating Companies or by borrowing from
commercial sources on reasonable commercial terms. In determining the amount of
a Participant's assets, the resources of his Spouse and minor dependents are
considered to be reasonably available to the Participant unless they are held
for his child or children under an irrevocable trust or under the Uniform Gifts
to Minors Act. The amount of an immediate and heavy financial need may include
amounts necessary for the Participant to pay any federal, state or local taxes
which are reasonably anticipated to result from the hardship withdrawal.

      10.3 Withdrawals of Entire Vested Account Upon Attainment of Age 59 1/2.

            A Participant who has attained age 59 1/2may at any time request a
withdrawal of all or part of his vested Account.

      10.4 Withdrawals of After-Tax and Rollover Accounts.

            A Participant may at any time request a withdrawal of all or a part
of his After-Tax and Rollover Accounts.

      10.5 Withdrawals of Prior Employer Contributions Account.

            A Participant may withdraw all or part of his Prior Employer
Contributions Account at any time; provided, such contributions (excluding
earnings) may not be withdrawn pursuant to this Section 10.5 unless (i) the
Participant has been an Active Participant in the Plan or Prior Plan for at
least 60 months prior to the month in which the withdrawal is made, (ii) the
contributions being withdrawn have been held by the Trust Fund (or a trust fund
of a Prior Plan) for at least 24 months, or (iii) the Participant has attained
the age of 55.


                                       52
<PAGE>

      10.6 Withdrawals of Ameritech Restricted Account.

            A Participant may only request a withdrawal of all or part of his
Ameritech Restricted Account at any time after attaining the age of 59 1/2.

      10.7 Withdrawals from Transfer Accounts.

            If the Plan accepts Transfer Accounts from a Prior Plan which allows
in-service withdrawals and/or forms of distribution that may not be eliminated
under Code Section 411(d)(6) (other than those permitted in Sections 10.3, 10.4
and 10.5) each Transfer Account shall be subject to such protected withdrawals
and forms of distribution under that Prior Plan in a manner such that the Plan
will comply with the requirements of Code Section 411(d)(6).

      10.8 Loans to Participants.

            (a) Grant of Authority. Loans to Participants, Beneficiaries and
Alternate Payees who are parties-in-interest as defined in Section 3(14) of
ERISA (generally, employees) shall be allowed; provided, if the Administrative
Committee determines in its sole discretion that it is not desirable or
administratively feasible to make such loans during any period of time, no loans
shall be made during such period. Subject to the limitations set forth in this
Section and to such uniform and nondiscriminatory rules as may from time to time
be adopted by the Administrative Committee and set forth in a written policy
statement which hereby is incorporated by reference, the Trustee, upon proper
application by an eligible Participant, Beneficiary or Alternate Payee on forms
approved by the Administrative Committee, may make a loan or loans to the
borrower.

            (b) Nondiscriminatory Policy. Loans shall be available to all
Participants, Beneficiaries and Alternate Payees who are parties-in-interest as
defined in Section 3(14) of ERISA (generally, employees) on a reasonably
equivalent basis, without regard to an individual's race, color, religion, age,
sex or national origin. Loans shall not be made available to borrowers who are
Highly Compensated Employees in an amount greater than the amount available to
other borrowers; provided, this limitation shall be interpreted to mean that,
subject to the other limitations in this Section, the same percentage of each
borrower's vested Account balance may be loaned to each such borrower regardless
of the actual amount of his vested Account balance.

            (c) Minimum Loan Amount. The minimum amount of any loan shall be the
amount established by the Administrative Committee in the written loan policy
statement, but such minimum may not be more than $1,000.

            (d) Maximum Loan Amount. The Administrative Committee will designate
in the written loan policy statement the maximum number of loans that may be
outstanding at any time. In addition, no loan may be made to any borrower from
the Plan if the amount of such loan exceeds the lesser of (i) the limit
established by the Administrative Committee, or (ii) the least of (1), (2) or
(3), as follows:


                                       53
<PAGE>

                 (1) $50,000 minus the highest aggregate principal balance,
      outstanding during the year ending on the day before such loan is made, of
      all loans made to the borrower by the qualified employer plans [as defined
      in Code Section 72(p)(4)(A)] maintained by the Affiliates;

                 (2) the difference of (A) 50 percent of the borrower's total
      vested interest in the Plan and all other qualified employer plans
      maintained by the Affiliates, minus (B) the total amount of all loans
      outstanding on the date the loan is made from all qualified employer plans
      maintained by the Affiliates; or

                 (3) 50 percent of the borrower's vested Account balance
      immediately after the origination of the loan.

            (e) Maximum Loan Term.

                 (1) Except as provided in subsections (e)(2) and (l) hereof,
      the terms of any loan made to a borrower from the Plan shall require that
      the full amount of the loan be repaid within the 5-year period (or such
      other shorter maximum term as the Administrative Committee may establish
      in its written loan policy statement) commencing on the date the loan is
      made, and in no event shall the repayment period of the loan subsequently
      be extended beyond such 5-year period. The Administrative Committee shall
      make a diligent effort to collect the full amount of the loan within this
      specified repayment period and shall inform the borrower that, in the
      event the loan is not fully repaid within the 5-year period, the borrower
      will be treated as having received a taxable distribution from the Plan.

                 (2) The 5-year repayment rule set forth in subsection (e)(1)
      hereof shall not apply to the extent that a loan to a borrower from the
      Plan is used to acquire any dwelling unit which is used, or within a
      reasonable time is to be used, as a principal residence of the borrower,
      and the Administrative Committee shall specify the maximum loan term for
      any such residential purchase loan in its written loan policy statement.
      Whether a dwelling unit is to be used within a reasonable time as a
      principal residence is to be determined by the Administrative Committee at
      the time the loan is made, and the Administrative Committee may require
      such written statements and other evidence from the borrower as it deems
      necessary to make this determination. The Administrative Committee may
      extend or renew such loans if the conditions qualifying the borrower for
      the initial loan continue beyond the loan due date; provided, such
      extensions and renewals shall be treated as the making of new loans under
      this Section and the loan policy statement and shall satisfy the maximum
      loan amounts and other limitations and requirements set forth in this
      Section and such statement.

            (f) Terms of Repayment. All loans shall be subject to a definite
repayment schedule which requires substantially level amortization over the term
of the loan with payments to be made not less frequently than quarterly (and
more frequently if required by the Administrative Committee's written loan
policy statement). Unless the Administrative


                                       54
<PAGE>

Committee provides for different methods in its written loan policy statement,
payments shall be made by Participants who are Employees on a payroll deduction
basis, and payments from borrowers who are not Employees shall be made by cash,
check or other cash equivalent.

            (g) Adequacy of Security. All loans to borrowers made by the Trustee
at the direction of the Administrative Committee shall be secured by the pledge
of a dollar amount of the borrower's Account balance (i) which is not less than
the principal amount of the loan plus an additional amount, if any, which the
Administrative Committee, pursuant to its written loan policy statement, deems
desirable to secure payment of interest accruing on the loan, and (ii) which in
no event (when aggregated for all outstanding loans) is greater than 50 percent
of the borrower's vested Account balance immediately after the origination of
the loan.

            (h) Rate of Interest. A loan from the Plan must bear a reasonable
rate of interest. A loan will be considered to bear "a reasonable rate of
interest" if such loan provides the Plan with a return commensurate with
interest rates charged by persons in the business of lending money for loans
which would be made under similar circumstances. In general, the Administrative
Committee's decision as to the rate of interest for any Plan loan shall be based
primarily on the rate of interest that one or more local banks or other lending
institutions would charge on a similar loan, taking into account, among other
things, the collateral pledged to secure the loan.

            (i) Source of Loan Amounts. The proceeds of a loan shall be charged
against the Accounts of the borrower in the manner described by the
Administrative Committee in its loan policy statement.

            (j) Crediting Loan Payments to Accounts. The loan shall be
considered a directed investment of the borrower, and any principal and interest
paid on the loan shall be considered a part of his total Account. Each payment
of principal and interest shall be credited to the Investment Funds and
subaccounts of the Participant's Account in the manner described by the
Administrative Committee in its loan policy statement.

            (k) Remedies in the Event of Default. If any loan payments are not
paid as and when due or within such period as the Administrative Committee may
prescribe in its loan policy statement, the Administrative Committee may declare
the loan to be in default. The Administrative Committee may take such actions,
as it deems appropriate in accordance with its written loan policy statement, to
allow the borrower to cure such default or to otherwise collect such overdue
payments or, as the case may be, the outstanding balance of the loan. Among
other things, the Administrative Committee's actions may include causing all or
any portion of the borrower's Account which has been pledged to secure the loan
to be used to repay such loan; provided, although the Administrative Committee
may treat any portion of the loan balance that remains outstanding after a
default as taxable income to the borrower in accordance with the terms of Code
Section 72(p), no portion of such outstanding loan balance may be treated as a
reduction of a Participant's Account balance until such time as such reduction,
if treated as a distribution, will not breach the special distribution
restrictions of Code Section 401(k)(2)(B).


                                       55
<PAGE>

            (l) Qualified Military Service. Loan repayments may be suspended
under this Plan as permitted under Code Section 414(u)(4), under applicable
Treasury Regulations, and as provided in the written loan policy statement.


                                       56
<PAGE>

                                ARTICLE XI
                             ADMINISTRATION

      11.1   Administrative Committee; Appointment and Term of Office.

            (a) Appointment. The Administrative Committee shall consist of not
less than one member who shall be appointed by and serve at the pleasure of the
Senior Officers.

            (b) Removal; Resignation. The Senior Officers shall have the right
to remove any member of the Administrative Committee at any time. A member may
resign at any time by written resignation to the Senior Officers. If a vacancy
in the Administrative Committee should occur, a successor may be appointed by
the Senior Officers.

            (c) Certification. A written certification shall be given to the
Trustee by the Board of all members of the Administrative Committee together
with a specimen signature of each member. For all purposes hereunder, the
Trustee shall be conclusively entitled to rely upon such certification until the
Trustee is otherwise notified in writing.

      11.2 Organization of Administrative Committee.

            The Administrative Committee may elect a Chairman and a Secretary.
In addition to those powers set forth elsewhere in the Plan, the Administrative
Committee may appoint such agents, who need not be members of such
Administrative Committee, as it may deem necessary for the effective performance
of its duties and may delegate to such agents such powers and duties, whether
ministerial or discretionary, as the Administrative Committee may deem expedient
or appropriate. The compensation of such agents who are not full-time Employees
of a Participating Company shall be fixed by the Administrative Committee and
shall be paid by the Controlling Company (to be divided equitably among the
Participating Companies) or from the Trust Fund as determined by the
Administrative Committee. The Administrative Committee shall act by majority
vote or by resolutions signed by a majority of the Administrative Committee
members. Its members shall serve as such without compensation.

      11.3   Powers and Responsibility.

            The Administrative Committee shall fulfill the duties of
"administrator" as set forth in Section 3(16) of ERISA and shall have complete
control of the administration of the Plan hereunder, with all powers necessary
to enable it properly to carry out its duties as set forth in the Plan and the
Trust Agreement. The Administrative Committee shall have the following duties
and responsibilities:

            (a) to construe the Plan and to determine all questions that shall
arise thereunder;

            (b) to have all powers elsewhere herein conferred upon it;

            (c) to decide all questions relating to the eligibility of Employees
to participate in the benefits of the Plan;


                                       57
<PAGE>

            (d) to determine the benefits of the Plan to which any Participant
or Beneficiary may be entitled;

            (e) to maintain and retain records relating to Participants and
Beneficiaries;

            (f) to prepare and furnish to Participants all information required
under federal law or provisions of the Plan to be furnished to them;

            (g) to prepare and furnish sufficient employee data and the amount
of Contributions received from all sources so that the Trustee and/or
recordkeeper may maintain separate accounts for Participants and Beneficiaries
and make required payments of benefits;

            (h) to prepare and file or publish with the Secretary of Labor, the
Secretary of the Treasury, their delegates and all other appropriate government
officials all reports and other information required under law to be so filed or
published;

            (i) to provide directions with respect to methods of benefit
payment, and all other matters where called for in the Plan;

            (j) to engage assistants and professional advisers;

            (k) to arrange for fiduciary bonding;

            (l) to provide procedures for determination of claims for benefits;
and

            (m) to delegate any recordkeeping or other administerial duties
hereunder to any other person or third party;

all as further set forth herein.

      11.4 Records of Administrative Committee.

            (a) Notices and Directions. Any notice, direction, order, request,
certification or instruction of the Administrative Committee to the Trustee
shall be in writing and shall be signed by a member of the Administrative
Committee. The Trustee and every other person shall be entitled to rely
conclusively upon any and all such proper notices, directions, orders, requests,
certifications and instructions received from the Administrative Committee and
reasonably believed to be properly executed, and shall act and be fully
protected in acting in accordance with any such directions that are proper.

            (b) Records. All acts and determinations of the Administrative
Committee shall be duly recorded by its Secretary or under his supervision, and
all such records (including records necessary to demonstrate compliance with the
nondiscrimination requirements of the Code), together with such other documents
as may be necessary for the administration of the Plan, shall be preserved in
the custody of such Secretary.


                                       58
<PAGE>

      11.5 Delegation.

            The Administrative Committee shall have the power to delegate
specific fiduciary, administrative and ministerial responsibilities (other than
Trustee responsibilities). Such delegations may be to officers or Employees of a
Participating Company or to other persons, all of whom shall serve at the
pleasure of the Administrative Committee. References in the Plan to the
Administrative Committee are deemed to include any person authorized to act on
its behalf pursuant to this Section.

      11.6 Reporting and Disclosure.

            The Administrative Committee shall keep all individual and group
records relating to Participants and Beneficiaries and all other records
necessary for the proper operation of the Plan. The Administrative Committee
shall prepare and shall file as required by law or regulation all reports,
forms, documents and other items required by ERISA, the Code and every other
relevant statute, each as amended, and all regulations promulgated thereunder.
This provision shall not be construed as imposing upon the Administrative
Committee the responsibility or authority for the preparation, preservation,
publication or filing of any document required to be prepared, preserved or
filed by the Trustee or by any other Named Fiduciary to whom such
responsibilities are delegated by law or by the Plan.

      11.7 Construction of the Plan.

            The Administrative Committee shall have sole and absolute discretion
to interpret the provisions of the Plan (including, without limitation, by
supplying omissions from, correcting deficiencies in, or resolving
inconsistencies or ambiguities in, the language of the Plan), to determine the
rights and status under the Plan of Participants and other persons, to decide
disputes arising under the Plan and to make any determinations and findings with
respect to the benefits payable thereunder and the persons entitled thereto as
may be required for the purposes of the Plan. All decisions of the
Administrative Committee as to the facts of the case, as to the interpretation
of any provision of the Plan or its application to any case, and as to any other
interpretative matter or other determination or question under the Plan shall be
final and binding on all parties affected thereby. The Administrative Committee
shall endeavor to act, whether by general rules or by particular decisions, so
as not to discriminate in favor of or against any person and so as to treat all
persons in similar circumstances uniformly. The Administrative Committee shall
correct any defect, reconcile any inconsistency or supply any omission with
respect to the Plan.

      11.8 Correction of Errors.

            The Administrative Committee shall take such steps as are considered
necessary and appropriate to remedy any inequity that results from incorrect
information received or communicated in good faith or as the consequence of an
administrative error. Such remedial steps may include, but are not limited to,
taking any voluntary corrective action under the Internal Revenue Service
Employee Plans Compliance Resolution System, any asset management or fiduciary
conduct error correction program available through the Internal Revenue Service,
Department of Labor and any similar correction program available.


                                       59
<PAGE>

      11.9 Assistants and Advisors.

            (a) Engaging Advisors. The Administrative Committee or the
Investment Committee shall have the right to hire, at the expense of the
Controlling Company (to be divided equitably among the Participating Companies),
such professional assistants and consultants as it, in its sole discretion,
deems necessary or advisable. To the extent that the costs for such assistants
and advisors are not so paid by the Controlling Company, they shall be paid at
the direction of the Investment Committee from the Trust Fund as an expense of
the Trust Fund.

            (b) Reliance on Advisors. The Administrative Committee and the
Participating Companies shall be entitled to rely upon all certificates and
reports made by an accountant, attorney or other professional adviser selected
pursuant to this Section; the Administrative Committee, the Participating
Companies, and the Trustee shall be fully protected in respect to any action
taken by them in good faith in reliance upon the advice or opinion of any such
accountant, attorney or other professional adviser; and any action so taken
shall be conclusive upon each of them and upon all other persons interested in
the Plan.

      11.10 Investment Committee.

            (a) Appointment. The Board shall determine the membership of the
Investment Committee, and the members shall serve at the pleasure of the Board
or until their resignation.

            (b) Duties. The Investment Committee also shall carry out the
Controlling Company's responsibility and authority:

                 (1) To appoint one or more persons to serve as investment
      manager with respect to all or part of the Plan assets, including assets
      maintained under separate accounts of an insurance company;

                 (2) To allocate the responsibility and authority being carried
      out by the Investment Committee among the members of the Committee;

                 (3) To take any action appropriate to ensure that the Plan
      assets are invested for the exclusive purpose of providing benefits to
      Participants and their Beneficiaries in accordance with the Plan and
      defraying reasonable expenses of administering the Plan, subject to the
      requirements of any applicable law;

                 (4) To select Investment Funds offered to Participants;

                 (5) To employ one or more persons to render advice with respect
      to any responsibility or authority being carried out by the Investment
      Committee. To the extent that the costs for such assistants and advisors
      are not paid by the Controlling Company, they shall be paid at the
      direction of the Investment Committee from the Trust Fund as an expense of
      the Trust Fund;

                 (6) To designate from time to time the Trustee; and


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<PAGE>

                 (7) To create an expense policy and to approve all expenses to
      be charged to the Plan.

      11.11 Direction of Trustee.

            The Investment Committee shall have the power to provide the Trustee
with general investment policy guidelines and directions to assist the Trustee
respecting investments made in compliance with, and pursuant to, the terms of
the Plan.

      11.12 Bonding.

            The Administrative Committee shall arrange for fiduciary bonding as
is required by law, but no bonding in excess of the amount required by law shall
be required by the Plan.

      11.13 Indemnification.

            The Administrative Committee and the Investment Committee and each
member of those committees shall be indemnified by the Participating Companies
against judgment amounts, settlement amounts (other than amounts paid in
settlement to which the Participating Companies do not consent) and expenses,
reasonably incurred by the committee or him in connection with any action to
which the committee or he may be a party (by reason of his service as a member
of a committee) except in relation to matters as to which the committee or he
shall be adjudged in such action to be personally guilty of gross negligence or
willful misconduct in the performance of its or his duties. The foregoing right
to indemnification shall be in addition to such other rights as such committee
or each committee member may enjoy as a matter of law or by reason of insurance
coverage of any kind. Rights granted hereunder shall be in addition to and not
in lieu of any rights to indemnification to which such committee or each
committee member may be entitled pursuant to the by-laws of the Controlling
Company.


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                                ARTICLE XII
             ALLOCATION OF AUTHORITY AND RESPONSIBILITIES

      12.1 Controlling Company and Board.

            (a) General Responsibilities. The Controlling Company, as Plan
sponsor, and the Board each shall serve as a Named Fiduciary having the
following authority and responsibilities:

                 (1) To appoint the Investment Committee and to monitor its
      performance;

                 (2) To communicate such information to the Trustee, the
      Administrative Committee and the Investment Committee as each needs for
      the proper performance of its duties;

                 (3) To provide channels and mechanisms through which the
      Administrative Committee and/or the Trustee can communicate with
      Participants and Beneficiaries; and

                 (4) To amend or terminate the Plan.

In addition, the Controlling Company shall perform such duties as are imposed by
law or by regulation and shall serve as plan administrator in the absence of an
appointed Administrative Committee.

            (b) Allocation of Authority. In the event any of the areas of
authority and responsibilities of the Controlling Company and the Board overlap
with that of any other Plan fiduciary, the Controlling Company and the Board
shall coordinate with such other fiduciaries the execution of such authority and
responsibilities; provided, the decision of the Controlling Company and the
Board with respect to such authority and responsibilities ultimately shall be
controlling.

            (c) Authority of Participating Companies. Notwithstanding anything
herein to the contrary, and in addition to the authority and responsibilities
specifically given to the Participating Companies in the Plan, the Controlling
Company, in its sole discretion, may grant the Participating Companies such
authority and charge them with such responsibilities as the Controlling Company
deems appropriate.


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<PAGE>

      12.2 Administrative Committee.

            The Administrative Committee shall have the authority and
responsibilities imposed by Article XI. With respect to said authority and
responsibilities, the Administrative Committee shall be a Named Fiduciary, and
as such, shall have no authority or responsibilities other than as granted in
the Plan or as imposed as a matter of law.

      12.3 Investment Committee.

            The Investment Committee, if any is appointed, shall be a Named
Fiduciary with respect to its authority and responsibilities, as imposed by
Article XI. The Investment Committee shall have no authority or responsibilities
other than those granted in the Plan and the Trust.

      12.4 Trustee.

            The Trustee shall be a fiduciary with respect to investment of Trust
Fund assets and shall have the powers and duties set forth in the Trust
Agreement.

      12.5 Limitations on Obligations of Fiduciaries.

            No fiduciary shall have authority or responsibility to deal with
matters other than as delegated to it under the Plan, under the Trust Agreement
or by operation of law. A fiduciary shall not in any event be liable for breach
of fiduciary responsibility or obligation by another fiduciary (including Named
Fiduciaries) if the responsibility or authority for the act or omission deemed
to be a breach was not within the scope of such fiduciary's authority or
delegated responsibility.

      12.6 Delegation.

            Named Fiduciaries shall have the power to delegate specific
fiduciary responsibilities (other than Trustee responsibilities). Such
delegations may be to officers or Employees of a Participating Company or to
other persons, all of whom shall serve at the pleasure of the Named Fiduciary
making such delegation and, if full-time Employees of a Participating Company,
without compensation. Any such person may resign by delivering a written
resignation to the delegating Named Fiduciary. Vacancies created by any reason
may be filled by the appropriate Named Fiduciary or the assigned
responsibilities may be reabsorbed or redelegated by the Named Fiduciary.

      12.7 Multiple Fiduciary Roles.

            Any person may hold more than one position of fiduciary
responsibility and shall be liable for each such responsibility separately.


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                                  ARTICLE XIII
                      AMENDMENT, TERMINATION AND ADOPTION

      13.1 Amendment.

            The Controlling Company reserves the unilateral right to amend or
modify the Plan for any reason at any time. Any amendment may be made by the
Board or Senior Officers; provided, any amendment that is reasonably expected to
increase the cost of the Plan may be made only by the Board. The Plan may be
terminated at any time by the Board. For termination of the Plan by a
Participating Company as to itself (rather than the termination of the entire
Plan) refer to Section 13.3(e).

      13.2 Termination.

            (a) Vesting Upon Complete Termination. If the Plan is terminated by
the Controlling Company or Contributions to the Plan are completely
discontinued, the Accounts of all Participants, Beneficiaries or other
successors in interest as of such date shall become 100 percent vested and
nonforfeitable. Upon termination of the Plan, the Administrative Committee, in
its sole discretion, shall instruct the Trustee either (i) to continue to manage
and administer the assets of the Trust for the benefit of the Participants and
their Beneficiaries pursuant to the terms and provisions of the Trust Agreement,
or (ii) to the extent permissible under applicable law, pay over to each
Participant the value of his interest in a single-sum payment and to thereupon
dissolve the Trust.

            (b) Dissolution of Trust. In the event that the Administrative
Committee decides to dissolve the Trust, as soon as practicable following the
termination of the Plan or the Administrative Committee's decision, whichever is
later, the assets under the Plan shall be converted to cash or other
distributable assets, to the extent necessary to effect a complete distribution
of the Trust assets as described hereinbelow. Following completion of the
conversion, on a date selected by the Administrative Committee, each individual
with an Account under the Plan on such date shall receive a distribution of the
total amount then credited to his Account. The amount of cash and other property
distributable to each such individual shall be determined as of the date of
distribution (treating, for this purpose, such distribution date as the
Valuation Date as of which the distributable amount is determined). In the case
of a termination distribution as provided herein, the Administrative Committee
may direct the Trustee to take any action provided in Section 9.8 (dealing with
unclaimed benefits), except that it shall not be necessary to hold funds for any
period of time stated in such Section. Within the expense limitations set forth
in the Plan, the Administrative Committee may direct the Trustee to use assets
of the Trust Fund to pay any due and accrued expenses and liabilities of the
Trust and any expenses involved in termination of the Plan (other than expenses
incurred for the benefit of the Participating Companies).

            (c) Vesting Upon Partial Termination. In the event of a partial
termination of the Plan [as provided in Code Section 411(d)(3)], the Accounts of
those Participants affected shall become 100 percent vested and nonforfeitable
and, unless transferred to another qualified plan, shall be distributed in a
manner and at a time consistent with the terms of Article IX.


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<PAGE>

      13.3 Adoption of the Plan by a Participating Company.

            (a) Procedures for Participation. As of the Effective Date, the
Controlling Company and the other Affiliates listed on Schedule A hereto shall
be Participating Companies in the Plan. Any other Affiliate may become a
Participating Company and commence participation in the Plan subject to the
provisions of this subsection. In order for an Affiliate to become a
Participating Company, the Chief Executive Officer must designate such company
as a Participating Company and specify the effective date of such designation.
The name of any Affiliate which shall commence participation in the Plan, along
with the effective date of its participation, may be recorded in the records of
the Administrative Committee or on Schedule A hereto which may be appropriately
modified each time a Participating Company is added or deleted. To adopt the
Plan as a Participating Company, the board of directors or other managing body
of the company must approve a resolution expressly adopting the Plan for the
benefit of its eligible Employees and accepting designation as a Participating
Company, subject to all of the provisions of this Plan and of the Trust. The
resolution shall specify the date as of which the designation as a Participating
Company shall be effective. A copy of the resolution (certified if requested) of
the board of directors of the adopting Participating Company shall be provided
to the Administrative Committee. Upon adoption of the Plan by a Participating
Company as herein provided, the Employees of such company shall be eligible to
participate in the Plan subject to the terms hereof and of the action of the
Chief Executive Officer designating the adopting company as such.

            (b) Single Plan. The Plan, as adopted by all Participating
Companies, shall be considered a single plan for purposes of Treasury Regulation
Section 1.414(l)-1(b)(1). All assets contributed to the Plan by the
Participating Companies shall be held together in a single fund and shall be
available to pay benefits to all Participants and Beneficiaries. Nothing
contained herein shall be construed to prohibit the separate accounting of
assets contributed by the Participating Companies for purposes of cost
allocation, Contributions, Forfeitures and other purposes, pursuant to the terms
of the Plan and as directed by the Investment Committee.

            (c) Authority under Plan. As long as a Participating Company's
designation as such remains in effect, such Participating Company shall be bound
by, and subject to, all provisions of the Plan and the Trust. The exclusive
authority to amend the Plan and the Trust shall be vested in the Senior Officers
and the Board, and no other Participating Company shall have any right to amend
the Plan or the Trust. Any amendment to the Plan or the Trust adopted by the
Senior Officers or the Board shall be binding upon every Participating Company
without further action by such Participating Company.

            (d) Contributions to Plan. A Participating Company shall be required
to make Contributions to the Plan at such times and in such amounts as specified
in Articles III and VI. The Contributions made (or to be made) to the Plan by
the Participating Companies shall be allocated between and among such companies
in whatever equitable manner or amounts as the Investment Committee shall
determine.

            (e) Withdrawal from Plan. The Chief Executive Officer may terminate
the designation of a Participating Company, effective as of any date. A
Participating Company may withdraw from participation in the Plan, with the
approval of the Chief Executive Officer, by


                                       65
<PAGE>


action of its board of directors; provided, such action is communicated in
writing to the Chief Executive Officer. The withdrawal of a Participating
Company shall be effective as of the last day of the Plan Year in which the
notice of withdrawal is received by the Chief Executive Officer (unless the
Controlling Company or Chief Executive Officer consents to a different effective
date). Any such Participating Company which ceases to be a Participating Company
shall be liable for all costs and liabilities (whether imposed under the terms
of the Plan, the Code or ERISA) accrued, with respect to its Employees, through
the effective date of its withdrawal or termination. The withdrawing or
terminating Participating Company shall have no right to direct that assets of
the Plan be transferred to a successor plan for its Employees unless such
transfer is approved by the Controlling Company or Chief Executive Officer in
its sole discretion.

      13.4 Merger, Consolidation and Transfer of Assets or Liabilities.

            In the event of any merger or consolidation of the Plan with, or
transfer of assets or liabilities of the Plan to, any other plan, each
Participant and Beneficiary shall have a plan benefit in the surviving or
transferee plan (determined as if such plan were then terminated immediately
after such merger, consolidation or transfer of assets or liabilities) that is
equal to or greater than the benefit he would have been entitled to receive
under the Plan immediately before such merger, consolidation or transfer of
assets or liabilities, if the Plan had terminated at that time.


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<PAGE>
                                ARTICLE XIV
                          TOP-HEAVY PROVISIONS

      14.1 Top-Heavy Plan Years.

            The provisions set forth in this Article XIV shall become effective
for any Plan Years with respect to which the Plan is determined to be a
Top-Heavy Plan and shall supersede any other provisions of the Plan which are
inconsistent with these provisions; provided, if the Plan is determined not to
be a Top-Heavy Plan in any Plan Year subsequent to a Plan Year in which the Plan
was a Top-Heavy Plan, the provisions of this Article XIV shall not apply with
respect to such subsequent Plan Year; and, provided further, to the extent that
any of the requirements of this Article XIV shall no longer be required under
Code Section 416 or any other Section of the Code, such requirements shall be of
no force or effect.

      14.2 Determination of Top-Heavy Status.

            (a) Application. The Plan will be considered a Top-Heavy Plan for a
Plan Year if either:

                 (1) the Plan is not part of a Required Aggregation Group or a
      Permissive Aggregation Group and, as of the Determination Date of such
      Plan Year, the value of the Accounts of the Participants who are Key
      Employees under the Plan exceeds 60 percent of the value of the Accounts
      of all Participants; or

                 (2) the Plan is part of a Required Aggregation Group which, as
      of the Determination Date of such Plan Year, is a Top-Heavy Group;

provided, the Plan shall not be considered a Top-Heavy Plan for a Plan Year
under subsection (a)(2) hereof if the Plan also is part of a Permissive
Aggregation Group which is not a Top- Heavy Group for such Plan Year.

            (b) Special Definitions.

                 (1) Determination Date. The term "Determination Date" shall
      mean (i) in the case of the Plan Year that includes the original effective
      date of the Plan, the last day of such Plan Year, (ii) with respect to any
      other Plan Year of the Plan, the last day of the immediately preceding
      Plan Year and (iii) for any plan year of each other qualified plan
      maintained by a Participating Company or Affiliate which is part of a
      Required or Permissive Aggregation Group, the date determined under (i) or
      (ii) above as if the term "Plan Year" means the plan year for each such
      other qualified plan.


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<PAGE>

            (2) Key Employee. The term "Key Employee" shall mean an Employee
defined in Code Section 416(i) and the regulations promulgated thereunder.
Generally, Key Employee shall mean an Employee, former Employee or deceased
Employee (and the beneficiaries of any such Employee) who, at any time during
the Plan Year or the 4 previous Plan Years, was either:

                 (A) an officer of an Affiliate having a combined annual
      Compensation from all Affiliates greater than 50 percent of the amount in
      effect under Code Section 415(b)(1)(A) for any such Plan Year; provided,
      no less than one nor more than fifty individuals shall be treated as
      officers of an Affiliate;

                 (B) one of the ten individuals owning [or considered as owning
      under Code Section 318, as modified by Code Section 416(i)(1)(B)(iii)] the
      largest percentage ownership interests in value in the Affiliates (as more
      fully described in Treasury Regulation Section 1.416-1, T-19 and T-20) and
      having a combined annual Compensation from all Affiliates of more than the
      limitation in effect under Code Section 415(c)(1)(A);

                 (C) a 5-percent owner [or constructive owner within the meaning
      of Code Section 318, as modified by Code Section 416(i)(1)(B)(iii)] of an
      Affiliate; or

                 (D) a 1-percent owner [or constructive owner within the meaning
      of Code Section 318, as modified by Code Section 416(i)(1)(B)(iii) and the
      regulations promulgated thereunder] of an Affiliate having a combined
      annual Compensation from all Affiliates of more than $150,000.

For purposes of subsection (B) hereof, if two individuals have the same
percentage ownership interest in an Affiliate, the individual having greater
combined annual Compensation from all Affiliates shall be treated as having the
larger interest. In determining percentage ownership hereunder, employers that
otherwise would be aggregated under Code Sections 414(b), (c) and (m) shall be
treated as separate employers.

            (3) Non-Key Employee. The term "Non-Key Employee" shall mean any
Employee who is not a Key Employee. For purposes hereof, former Key Employees
shall be treated as Non-Key Employees.

            (4) Permissive Aggregation Group. The term "Permissive Aggregation
Group" shall mean a Required Aggregation Group and any other qualified plan or
plans maintained or contributed to by an Affiliate which, when considered with
the Required Aggregation Group, would continue to satisfy the requirements of
Code Sections 401(a)(4) and 410.


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<PAGE>

                 (5) Required Aggregation Group. The term "Required Aggregation
      Group" shall mean a group of plans of the Affiliates consisting of (i)
      each plan which, for such Plan Year or any of the 4 preceding Plan Years,
      qualifies under Code Section 401(a) (including any plans that may have
      terminated during such time) and in which a Key Employee is a participant,
      and (ii) each other plan which, during this 5-year period, qualifies under
      Code Section 401(a) and which enables any plan described in clause (i)
      hereof to satisfy the requirements of Code Sections 401(a)(4) or 410.

                 (6) Top-Heavy Group. The term "Top-Heavy Group" shall mean a
      Required or Permissive Aggregation Group with respect to which the sum
      (determined as of a Determination Date) of (i) the present value of the
      cumulative accrued benefits for Key Employees under all Defined Benefit
      Plans included in such group, and (ii) the aggregate of the accounts of
      Key Employees under all Defined Contribution Plans included in such group,
      exceeds 60 percent of a similar sum determined for all Employees.

            (c) Special Rules. The following rules shall apply in determining
whether the Plan is a Top-Heavy Plan under subsection (a)(1) or (a)(2) above:

                 (1) The value of any account balance under any Defined
      Contribution Plan and the value of any accrued benefit under any Defined
      Benefit Plan shall be determined as of the most recent valuation date that
      falls within, or ends with, the 12-month period ending on the
      Determination Date or, if plans are aggregated, the Determination Dates
      that fall within the same calendar year;

                 (2) The value of the Accounts under the Plan or the accounts
      under any other Defined Contribution Plan included in a Required or
      Permissive Aggregation Group for any Determination Date, other than the
      Determination Date for the first plan year, shall include the amounts
      actually contributed and paid to the plan on or before the Determination
      Date, and shall exclude any amounts to be contributed with respect to such
      preceding plan year but not actually paid to the plan on or before the
      Determination Date. The value of the accounts under any Defined
      Contribution Plan for the Determination Date of the first plan year shall
      include all amounts contributed to the plan as of the Determination Date,
      regardless of whether such amounts shall have been actually paid or merely
      accrued as of the Determination Date;

                 (3) The value of any account balance under any Defined
      Contribution Plan and the present value of any accrued benefit under any
      Defined Benefit Plan as of any Determination Date shall be increased by
      the aggregate distributions made under the plan (including distributions
      under a terminated plan which, if it had not been terminated, would have
      been included in a Required Aggregation Group) during the 5-year period
      ending on the Determination Date;


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<PAGE>

                 (4) Accrued benefits and accounts of the following individuals
      shall not be taken into account for a Plan Year: (A) any Non-Key Employee
      who, in a prior Plan Year, was a Key Employee or (B) any Employee who had
      not performed any services for a Participating Company at any time during
      the 5-year period ending on the Determination Date for such Plan Year;

                 (5) The value of any account balance shall not include
      deductible employee contributions, as described in Code Section
      72(o)(5)(A);

                 (6) The extent to which rollovers and plan to plan transfers
      are taken into account in determining the value of any account balance or
      accrued benefit shall be determined in accordance with Code Section 416
      and the regulations promulgated thereunder; and

                 (7) Effective for plan years beginning after December 31, 1986,
      each Non-Key Employee's accrued benefit under the Plan and any Defined
      Benefit Plans shall be determined (A) under the method, if any, that
      uniformly applies for accrual purposes under all Defined Benefit Plans, or
      (B) if there is no such method, as if such benefit accrued not more
      rapidly than the slowest accrual rate permitted under the fractional
      accrual rate set forth under Code Section 411(b)(1)(C).

      14.3 Top-Heavy Minimum Contribution.

            (a) Multiple Defined Contribution Plans. For any Plan Year in which
the Plan is a Top-Heavy Plan, the aggregate company Contributions (when added to
similar contributions made under other defined contribution plans) allocated to
the Account of any Active Participant who is a Non-Key Employee shall not be
less than the Defined Contribution Minimum. To the extent that the company
Contributions are less than the Defined Contribution Minimum, additional company
Contributions shall be provided under the Plan. For purposes hereof, a Non-Key
Employee shall not fail to receive a minimum contribution hereunder for a Plan
Year because (i) such Non-Key Employee fails to complete 1,000 Hours of Service
for such Plan Year or (ii) such Non-Key Employee is excluded from participation
(or receives no allocation) merely because his Compensation is less than a
stated amount or because he failed to make a Deferral Election for such Plan
Year.

            (b) Defined Contribution and Benefit Plans. In the event that
Non-Key Employees are covered under both the Plan and one or more Defined
Benefit Plans maintained by an Affiliate, the minimum contribution level set
forth in subsection (a) hereof shall be satisfied if each such Non-Key Employee
receives a benefit level under such Defined Contribution and Defined Benefit
Plans which is not less than the Defined Benefit Minimum offset by any benefits
provided under the Plan and any other Defined Contribution Plans maintained by
any Affiliate.


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<PAGE>
            (c) Defined Contribution Minimum. The term "Defined Contribution
Minimum" means, with respect to the Plan, a minimum level of company
Contributions allocated with respect to a Plan Year to the Account of each
Active Participant who is a Non-Key Employee; such level being the lesser of:

                 (1) 3 percent of such Active Participant's Compensation for
      such Plan Year; or

                 (2) if no Defined Benefit Plan of an Affiliate uses the Plan to
      satisfy the requirements of Code Sections 401(a)(4) or 410, the highest
      percentage of Compensation at which company Contributions are made, or are
      required to be made, under the Plan for such Plan Year for any Key
      Employee.

For purposes of this subsection, (i) qualified nonelective contributions made by
the Controlling Company in order to satisfy the anti-discrimination tests of
Code Section 401(k) or Section 401(m) (for example, Qualified Nonelective
Contributions) may be treated as company Contributions, (ii) Before-Tax and
Matching Contributions shall be taken into account as company Contributions for
Key Employees, (iii) Matching Contributions may be treated as company
Contributions and may be taken into account for satisfying the Minimum
Contribution Requirement for Non-Key Employees, but only if such Matching
Contributions are not treated as Matching Contributions for purposes of the ADP
Tests or Code Section 401(m) and instead satisfy the requirements of Code
Section 401(a)(4) as company Contributions, and (iv) Before-Tax Contributions
shall not be taken into account for satisfying the Minimum Contribution
Requirement for Non-Key Employees.

            (d) Defined Benefit Minimum. The term "Defined Benefit Minimum"
means, with respect to a Defined Benefit Plan, a minimum level of accrued
benefit derived from employer contributions with respect to a plan year for each
participant who is a Non-Key Employee; such level, when expressed as an annual
retirement benefit, being not less than the product of (1) and (2), where:

                 (1) equals the Non-Key Employee's average Compensation for the
      period of consecutive years (not exceeding 5) when such Non-Key Employee
      had the highest aggregate Compensation from all Affiliates; and

                 (2) equals the lesser of (A) 2 percent times such Non-Key
      Employee's number of years of service or (B) 20 percent.


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<PAGE>
For purposes of determining the Defined Benefit Minimum, "years of service"
shall not include any year of service if the plan was not a Top-Heavy Plan for
the plan year ending during such year of service and shall not include any years
of service completed in a plan year beginning before January 1, 1984.
Compensation in years before January 1, 1984, and Compensation in years after
the close of the last plan year in which the plan is a Top-Heavy Plan shall be
disregarded. All accruals of employer-provided benefits, whether or not
attributable to years for which the Plan is top heavy, may be used in
determining whether the minimum contribution requirements set forth in this
Section are satisfied.

      14.4 Top-Heavy Minimum Vesting.

            The vesting schedule set forth in Section 8.1(b) satisfies the
top-heavy minimum vesting requirements.

      14.5 Collectively Bargained Employees.

            Notwithstanding the foregoing, Sections 14.3 and 14.4 shall not
apply with respect to any Employee included in a unit of Employees covered by an
agreement which the Secretary of Labor finds to be a collective bargaining
agreement between Employee representatives and one or more Participating
Companies if there is evidence that retirement benefits were the subject of good
faith bargaining between such Employee representatives and such Participating
Companies.

      14.6 Construction of Limitations and Requirements.

            The descriptions of the limitations and requirements set forth in
this Article are intended to serve as statements of the minimum legal
requirements necessary for the Plan to remain qualified under the applicable
terms of the Code. The Participating Companies do not desire or intend, and the
terms of this Article shall not be construed, to impose any more restrictions on
the operation of the Plan than required by law. Therefore, the terms of this
Article and any related terms and definitions in the Plan shall be interpreted
and operated in a manner which imposes the least restrictions on the Plan. For
example, if use of a more liberal definition of "Compensation" is permissible at
any time under the law, then the more liberal provisions may be applied as if
such provisions were included in the Plan.


                                       72
<PAGE>

                                ARTICLE XV
                              MISCELLANEOUS

      15.1 Nonalienation of Benefits and Spendthrift Clause.

            (a) General Nonalienation Requirements. Except to the extent
permitted by law and as provided in subsection (b), (c) or (d) hereof, none of
the Accounts, benefits, payments, proceeds or distributions under the Plan shall
be subject to the claim of any creditor of a Participant or Beneficiary or to
any legal process by any creditor of such Participant or Beneficiary; and
neither such Participant nor Beneficiary shall have any right to alienate,
commute, anticipate or assign any of the Accounts, benefits, payments, proceeds
or distributions under the Plan except to the extent expressly provided herein.

            (b) Exception for Qualified Domestic Relations Orders.

                 (1) The nonalienation requirements of subsection (a) hereof
      shall apply to the creation, assignment or recognition of a right to any
      benefit, payable with respect to a Participant pursuant to a domestic
      relations order, unless such order is (i) determined to be a qualified
      domestic relations order, as defined in Code Section 414(p), entered on or
      after January 1, 1985, or (ii) any domestic relations order, as defined in
      Code Section 414(p), entered before January 1, 1985, pursuant to which a
      transferor plan was paying benefits on January 1, 1985. The Administrative
      Committee shall establish reasonable written procedures to determine the
      qualified status of a domestic relations order. Further, to the extent
      provided under a qualified domestic relations order, a former Spouse of a
      Participant shall be treated as the Spouse or Surviving Spouse for all
      purposes under the Plan.

                 (2) The Administrative Committee shall establish reasonable
      procedures to administer distributions under qualified domestic relations
      orders which are submitted to it. The Administrative Committee, to the
      extent provided in a qualified domestic relations order, shall direct the
      Trustee to pay, in a single-sum payment, the full amount of the benefit
      payable to any Alternate Payee under a qualified domestic relations order.
      Such cash-out payment shall be made as soon as practicable after the end
      of the month within which the Administrative Committee determines that a
      domestic relations order is a qualified domestic relations order, or if
      later, when the terms of the qualified domestic relations order permit
      such a distribution. (See also Section 9.5.) If the terms of a qualified
      domestic relations order do not permit an immediate cash-out payment, the
      benefits shall be paid to the Alternate Payee in accordance with the terms
      of such order and the applicable terms of the Plan.

            (c) Exception for Loans from the Plan. All loans made by the Trustee
to any Participant or Beneficiary shall be secured by a pledge of the borrower's
interest in the Plan.

            (d) Exception for Crimes against the Plan. The nonalienation
requirements of subsection (a) hereof shall not apply to any offset of a
Participant's Account, benefit, payments, proceeds or distributions under the
Plan against an amount that the Participant is ordered or required to pay to the
Plan if:


                                       73
<PAGE>
                 (1) the order or requirement to pay arises, on or after August
      5, 1997, (i) under a judgment of conviction for a crime involving the
      Plan; (ii) under a civil judgment (including a consent order or decree)
      entered by a court in an action brought in connection with a violation (or
      alleged violation) of part 4 of subtitle B of title I of ERISA; or (iii)
      pursuant to a settlement agreement between the Secretary of Labor and the
      Participant, or a settlement agreement between the Pension Benefit
      Guaranty Corporation and the Participant, in connection with a violation
      (or alleged violation) of part 4 of such subtitle by a fiduciary or any
      other person; and

                 (2) the judgment, order, decree, or settlement agreement
      expressly provides for the offset of all or part of the amount ordered or
      required to be paid to the Plan against the Participant's benefits
      provided under the Plan.

      15.2 Headings.

            The headings and subheadings in the Plan have been inserted for
convenience of reference only and are to be ignored in any construction of the
provisions hereof.

      15.3 Construction, Controlling Law.

            In the construction of the Plan, the masculine shall include the
feminine and the feminine the masculine, and the singular shall include the
plural and the plural the singular, in all cases where such meanings would be
appropriate. Unless otherwise specified, any reference to a Section shall be
interpreted as a reference to a Section of the Plan. The Plan shall be governed
and interpreted in accordance with ERISA. Further, the Plan shall be construed,
administered and enforced in accordance with the laws of the State of Georgia to
the extent not preempted by ERISA.

      15.4 No Contract of Employment.

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

      15.5 Legally Incompetent.

            The Administrative Committee may in its discretion direct that
payment be made directly to an incompetent or disabled person, whether
incompetent or disabled because of minority or mental or physical disability, or
to the guardian of such person or to the person having legal custody of such
person, without further liability with respect to or in the amount of such
payment either on the part of any Participating Company, the Administrative
Committee.


                                       74
<PAGE>

      15.6 Heirs, Assigns and Personal Representatives.

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

      15.7 Title to Assets, Benefits Supported Only By Trust Fund.

            No Participant or Beneficiary shall have any right to, or interest
in, any assets of the Trust Fund upon termination of his employment or
otherwise, except as provided from time to time under the Plan, and then only to
the extent of the benefits payable under the Plan to such Participant or
Beneficiary out of the assets of the Trust Fund. Any person having any claim
under the Plan shall look solely to the assets of the Trust Fund for
satisfaction. The foregoing sentence notwithstanding, each Participating Company
shall indemnify and save any of its officers, members of its board of directors
or agents, and each of them, harmless from any and all claims, loss, damages,
expense and liability arising from their responsibilities in connection with the
Plan and from acts, omissions and conduct in their official capacity, except to
the extent that such effects and consequences shall result from their own
willful misconduct or gross negligence.

      15.8 Legal Action.

            In any action or proceeding involving the assets held with respect
to the Plan or Trust Fund or the administration thereof, the Participating
Companies, the Administrative Committee and the Trustee shall be the only
necessary parties and no Participants, Employees, or former Employees of the
Company, their Beneficiaries or any other person having or claiming to have an
interest in the Plan shall be entitled to any notice of process; provided, such
notice as is required by the Internal Revenue Service and the Department of
Labor to be given in connection with Plan amendments, termination, curtailment
or other activity shall be given in the manner and form and at the time so
required. Any final judgment which is not appealed or appealable that may be
entered in any such action or proceeding shall be binding and conclusive on the
parties hereto, the Administrative Committee and all persons having or claiming
to have an interest in the Plan.

      15.9 No Discrimination.

            The Controlling Company, through the Administrative Committee, shall
administer the Plan in a uniform and consistent manner with respect to all
Participants and Beneficiaries and shall not permit impermissible discrimination
in favor of Highly Compensated Employees.


                                       75
<PAGE>

      15.10 Severability.

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

      15.11 Exclusive Benefit; Refund of Contributions.

            No part of the Trust Fund shall be used for or diverted to purposes
other than the exclusive benefit of the Participants and Beneficiaries, subject,
however, to the payment of all costs of maintaining and administering the Plan
and Trust. Notwithstanding the foregoing, Contributions to the Trust by a
Participating Company may be refunded to the Participating Company under the
following circumstances and subject to the following limitations:

            (a) Permitted Refunds. If and to the extent permitted by the Code
and other applicable laws and regulations promulgated thereunder, upon the
Participating Company's request, a Contribution which is (i) made by a mistake
in fact, or (ii) conditioned upon the deductibility of the Contribution under
Code Section 404, shall be returned to the Participating Company making the
Contribution within 1 year after the payment of the Contribution or the
disallowance of the deduction (to the extent disallowed), whichever is
applicable.

            (b) Payment of Refund. If any refund is paid to a Participating
Company hereunder, such refund shall be made without interest or other
investment gains, shall be reduced by any investment losses attributable to the
refundable amount and shall be apportioned among the Accounts of the
Participants as an investment loss, except to the extent that the amount of the
refund can be attributed to one or more specific Participants (for example, as
in the case of certain mistakes of fact), in which case the amount of the refund
attributable to each such Participant's Account shall be debited directly
against such Account.

            (c) Limitation on Refund. No refund shall be made to a Participating
Company if such refund would cause the balance in a Participant's Account to be
less than the balance would have been had the refunded contribution not been
made.

      15.12 Predecessor Service.

            In the event a Participating Company maintains the Plan as successor
to a predecessor employer who maintained the Plan, service for the predecessor
employer shall be treated as service for the Participating Company.

      15.13 Recordkeeper Transition Rule.

            For purposes of effecting a change in the Plan's recordkeeper, and
notwithstanding anything contained in the Plan to the contrary, the
Administrative Committee may designate a period during which no distributions,
withdrawals, investment changes or loans shall be permitted.


                                       76
<PAGE>

      15.14 Plan Expenses.

            As permitted under the Code and ERISA, expenses incurred with
respect to administering the Plan and Trust shall, as directed by the Investment
Committee, be paid by the Trustee from the Trust Fund to the extent such costs
are not paid by the Participating Companies or to the extent the Controlling
Company requests that the Trustee reimburse it or any other Participating
Company for its payment of such expenses. Upon request, the Trustee shall
reimburse the Controlling Company for its salary and other labor costs related
to the Plan to the extent that such costs constitute proper Plan expenses. The
Investment Committee may provide for any expenses specifically attributable to
transactions involving an Account to be charged against such Account. The
Investment Committee reserves the right to charge periodic administrative fees
to Participants' Accounts.


                                       77
<PAGE>
      IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be
executed by a duly authorized officer on the date first above written.

                                        CINGULAR WIRELESS LLC


                                       By:
                                           ---------------------------------

                                       Title:
                                              ------------------------------


                                       78
<PAGE>

                                   SCHEDULE A

                      CINGULAR WIRELESS 401(k) SAVINGS PLAN

                   PARTICIPATING COMPANIES AND EFFECTIVE DATES
                     [see Plan Sections 1.39, 1.66 and 13.3]

<Table>
<Caption>
Name                                                  Effective Date
----                                                  --------------
<S>                                                   <C>
Cingular Wireless LLC                                 November 1, 2001
Cingular Wireless Employee Services LLC               November 1, 2001
</Table>


                                       A-1
<PAGE>


                                   SCHEDULE B

                      CINGULAR WIRELESS 401(K) SAVINGS PLAN

                       SERVICE WITH PREDECESSOR EMPLOYERS
                       [see Plan Sections 1.99 and 8.1(b)]


      An Employee's periods of employment with the following entities, prior to
such entities becoming Affiliates, shall be taken into account for eligibility
and vesting purposes under the Plan:



                                       B-1
<PAGE>

                                SCHEDULE C

                  CINGULAR WIRELESS 401(k) SAVINGS PLAN

               SPECIAL EFFECTIVE DATES FOR MERGED PLANS


      I. The special effective dates for the Houston Cellular Telephone Co. &
Galveston Cellular Telephone Co. Savings Plan, which was merged with and into
the Plan effective December 31, 2001, are as follows:

            A. Testing Method. For Plan Years ending prior to 2002, the current
      year testing method was used for determining the ADP and ACP Tests.

            B. Rollover of Hardships. Prior to 1999, Eligible Rollover
      Distributions included withdrawals on account of hardship as described in
      Code Section 401(k)(2)(B)(i)(IV) and the regulation promulgated
      thereunder, to the extent such withdrawals were made from Before-Tax
      Contributions.

            C. Automatic Cash-Out. Prior to 1998, if an Account was less than or
      equal to $3,500 at the time of such distribution or any prior
      distributions the full vested amount of such benefit was automatically
      paid to such Participant.

            D. Minimum Required Distributions. For Plan Years ending prior to
      1997, an Active Participant's Account was distributed or commenced to be
      distributed no later than the April 1st following the calendar year in
      which the Participant attained age 70 1/2.

      II. The special effective dates for the USVI Cellular Telephone
Corporation 401(k) Savings Plan, which was merged with and into the Plan
effective December 31, 2001, are as follows:

            A. Testing Method. For Plan Years prior to 2001, the current year
      testing method was used for determining the ADP and ACP Tests.

            B. Rollover of Hardships. Prior to 1999, Eligible Rollover
      Distributions included withdrawals on account of hardship as described in
      Code Section 401(k)(2)(B)(i)(IV) and the regulation promulgated
      thereunder, to the extent such withdrawals were made from Before-Tax
      Contributions.

            C. Automatic Cash-Out. Prior to 2002, if an Account was less than or
      equal to $3,500 at the time of such distribution or any prior
      distributions the full vested amount of such benefit was automatically
      paid to such Participant.


                                       C-1
<PAGE>



            D. Minimum Required Distributions. For Plan Years ending prior to
      2002, an Active Participant's Account was distributed or commenced to be
      distributed no later than the April 1st following the calendar year in
      which the Participant attained age 70 1/2.


                                       C-2