<PAGE>





                                                                     Exhibit 4.1

                                                                  Execution Copy
                                                                  --------------








                              GENUITY SAVINGS PLAN
           (AMENDED, RESTATED, AND RENAMED EFFECTIVE JANUARY 1, 2001)



<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                                                        PAGE
<S>                                                                                                            <C>
Article 1.  Introduction..........................................................................................1
         1.1.  Purpose............................................................................................1
         1.2.  Effective Date.....................................................................................1
         1.3.  Definitions........................................................................................1

Article 2.  Participation.........................................................................................2
         2.1.  Date of participation..............................................................................2
         2.2.  Cessation of participation.........................................................................2
         2.3.  Reemployment of a former Participant...............................................................2

Article 3.  Contributions.........................................................................................3
         3.1.  Pre-Tax Contributions..............................................................................3
         3.2.  Form and manner of Pre-Tax Contribution elections..................................................3
         3.3.  Matching Contributions.............................................................................3
         3.4.  Employee After-Tax Contributions...................................................................4
         3.5.  Rollover Contributions.............................................................................4
         3.6.  Discretionary Employer Contributions...............................................................4
         3.7.  Other transfers....................................................................................5
         3.8.  Time for making contributions......................................................................5
         3.9.  Certain limits apply...............................................................................5
         3.10.  Return of contributions...........................................................................5
         3.11.  Establishment of Trust............................................................................6
         3.12.  Catch-up Contributions............................................................................6

Article 4.  Limits on Contributions...............................................................................7
         4.1.  Deductibility of Contributions.....................................................................7
         4.2.  Nondiscrimination limitations......................................................................7
         4.3.  Limit on Annual Additions..........................................................................7

Article 5.  Investments...........................................................................................8
         5.1.  Investment of contributions........................................................................8
         5.2.  Investment of income...............................................................................8
         5.3.  Change of election by Participant..................................................................8
         5.4.  Investment Fund for certain Matching Contributions.................................................9

Article 6.  Participants' Accounts...............................................................................10
         6.1.  Individual accounts...............................................................................10
         6.2.  Crediting of contributions........................................................................10
         6.3.  Treatment of forfeitures..........................................................................10
         6.4.  Adjustments to individual accounts................................................................10
</TABLE>


                                       i


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                                                        PAGE
<S>                                                                                                            <C>
         6.5.  Eligibility to share in Discretionary Employer Contributions and Supplemental Matching
                  Contributions..................................................................................10
         6.6.  Rights of Participants............................................................................11

Article 7.  Administration.......................................................................................12
         7.1.  Administrator.....................................................................................12
         7.2.  Powers and discretionary authority................................................................12
         7.3.  Examination of records............................................................................13
         7.4.  Nondiscriminatory exercise of authority...........................................................13
         7.5.  Reliance on tables, etc...........................................................................13
         7.6.  Named fiduciary...................................................................................13
         7.7.  Expenses of Plan..................................................................................13
         7.8.  Claims and review procedures......................................................................13
         7.9.  Self-Correction Program Procedures................................................................13
         7.10.  Indemnification of Administrator.................................................................13

Article 8.  Withdrawals; Hardship Distributions; Loans...........................................................14
         8.1.  Withdrawal of Employee After-Tax Contributions....................................................14
         8.2.  Hardship withdrawals..............................................................................14
         8.3.  Loans.............................................................................................15

Article 9.  Retirement Benefits..................................................................................18
         9.1.  Normal retirement.................................................................................18
         9.2.  Disability retirement.............................................................................18

Article 10.  Death Benefits......................................................................................19
         10.1.  Distribution of benefits upon death..............................................................19
         10.2.  Designation of Beneficiary.......................................................................19

Article 11.  Benefits Following Severance From Employment for a Reason Other Than Death..........................20
         11.1.  Severance from employment........................................................................20
         11.2.  Termination benefit..............................................................................20
         11.3.  Election of former vesting schedule..............................................................20
         11.4.  Forfeitures......................................................................................21
         11.5.  Separate account.................................................................................21

Article 12.  Distribution of Benefits............................................................................23
         12.1.  Methods of making Distributions..................................................................23
         12.2.  Timing of Distributions..........................................................................23
         12.3.  Minimum Required Distributions After Age 70 1/2..................................................24
         12.4.  Cessation of interest in Plan....................................................................25
</TABLE>


                                       ii


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                                                        PAGE
<S>                                                                                                            <C>
Article 13.  Direct Rollovers of Eligible Distributions..........................................................26
         13.1.  In General.......................................................................................26
         13.2.  Definitions......................................................................................26
         13.3.  Notice requirement...............................................................................27

Article 14.  Special Top Heavy Provisions........................................................................28

Article 15.  Amendment...........................................................................................29

Article 16.  Discontinuance of Contributions and Termination of Plan.............................................30
         16.1.  Termination of Plan by Company...................................................................30
         16.2.  Events resulting in termination of Plan..........................................................30
         16.3.  Termination of participation as to any Participating Employer or group of Participants...........30
         16.4.  Permanent discontinuance of contributions........................................................31
         16.5.  Merger or consolidation of Plan; transfer of Plan assets.........................................31

Article 17.  Miscellaneous.......................................................................................32
         17.1.  Limitation of rights.............................................................................32
         17.2.  Benefits provided solely from Trust..............................................................32
         17.3.  Nonalienability of benefits......................................................................32
         17.4.  Payment under Qualified Domestic Relations Orders................................................32
         17.5.  Method of providing notice.......................................................................32
         17.6.  Compliance with USERRA, ETC......................................................................33
         17.7.  Compliance with Code sections 401(a), 401(k), etc................................................33
         17.8.  Certain trustee-to-trustee transfers.............................................................34

Article 18.  Definitions.........................................................................................35
         18.1.  Account..........................................................................................35
         18.2.  Administrator....................................................................................36
         18.3.  Affiliated Employer..............................................................................36
         18.4.  Allocation Period................................................................................36
         18.5.  Annual Addition..................................................................................36
         18.6.  Basic Matching Contribution......................................................................36
         18.7.  Beneficiary......................................................................................36
         18.8.  Board of Directors...............................................................................36
         18.9.  Code.............................................................................................36
         18.10.  Company.........................................................................................37
         18.11.  Compensation Committee..........................................................................37
         18.12.  Computation Period..............................................................................37
         18.13.  Credited Compensation...........................................................................37
</TABLE>


                                       iii


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE                                                                                                        PAGE
<S>                                                                                                            <C>
         18.14.  Discretionary Employer Contribution.............................................................37
         18.15.  Effective Date..................................................................................37
         18.16.  Eligible Employee...............................................................................38
         18.17.  Employee........................................................................................38
         18.18.  Employee After-Tax Contribution.................................................................38
         18.19.  Employer........................................................................................38
         18.20.  Employment Commencement Date....................................................................38
         18.21.  ERISA...........................................................................................38
         18.22.  Hours of Service................................................................................38
         18.23.  Investment Committee............................................................................38
         18.24.  Investment Fund.................................................................................38
         18.25.  Matching Contributions..........................................................................39
         18.26.  Participant.....................................................................................39
         18.27.  Participating Employer..........................................................................39
         18.28.  Plan............................................................................................39
         18.29.  Plan Year.......................................................................................39
         18.30.  Pre-Tax Contribution............................................................................39
         18.31.  Prior Plan......................................................................................39
         18.32.  Qualified Domestic Relations Order or QDRO......................................................39
         18.33.  Rollover Contribution...........................................................................40
         18.34.  Service.........................................................................................40
         18.35.  Stock...........................................................................................40
         18.36.  Supplemental Matching Contribution..............................................................40
         18.37.  Termination of Employment Date..................................................................40
         18.38.  Trust...........................................................................................40
         18.39.  Trust Fund......................................................................................40
         18.40.  Trustee.........................................................................................40

APPENDIX I -- SPECIAL RULES RELATING TO Section 401(k) AND Section 401(m) TESTING................................42

APPENDIX II -- SPECIAL TOP HEAVY PROVISIONS......................................................................51
</TABLE>


                                       iv


<PAGE>



                              GENUITY SAVINGS PLAN

         Pursuant to the provisions of Article 15 of the Genuity Savings Plan,
said Agreement, as amended, is hereby further amended and restated to read as
follows:

Article 1. INTRODUCTION.

     1.1. PURPOSE. The purpose of the Plan is to provide retirement and other
benefits through amounts accumulated in the Trust. Subject to the provisions of
Sections 3.10 and 6.3, no part of the principal or income of the Trust may be
used for, or diverted to, purposes other than for the exclusive benefit of the
Participants, former Participants or their beneficiaries. The Plan set forth
herein is a discretionary contribution (profit sharing) plan with a cash or
deferred arrangement and provision for matching contributions and after-tax
employee contributions.

     1.2. EFFECTIVE DATE. Except as otherwise provided herein, the provisions of
this restatement are effective as of January 1, 2001. Any amendment intended to
comply with changes in law made by the Small Business Job Protection Act of
1996, the Taxpayer Relief Act of 1997, or Internal Revenue Service regulations
or other guidance under the Code shall be effective as of the effective dates
specified for such changes in the applicable statute, regulation or guidance.
With respect to distributions made under the Plan before January 1, 2002, all
references below to "severance from employment" shall be deemed to refer to
"separation from service."

     1.3. DEFINITIONS. All capitalized terms used below have the meaning given
in Article 18.


<PAGE>


Article 2. PARTICIPATION.

     2.1. DATE OF PARTICIPATION. Each Eligible Employee shall become a
Participant as soon as administratively practicable following the completion of
an Hour of Service with a Participating Employer.

     2.2. CESSATION OF PARTICIPATION. A Participant will cease to be a
Participant and will become a former Participant as of the date on which he or
she ceases to be an Eligible Employee or, if earlier, as of the date on which
the Plan terminates. The term "Participant" as used in the Plan shall include a
former Participant except where the context indicates otherwise; PROVIDED, that
in no event, except as expressly set forth in Article 4 or Appendix I, shall an
individual who is not an Eligible Employee be eligible to make contributions or
elect to have them made on his or her behalf, or to share in the allocation of
contributions.

     2.3. REEMPLOYMENT OF A FORMER PARTICIPANT. If a former Participant returns
to the employ of a Participating Employer, no distributions (other than
withdrawals pursuant to Article 8, mandatory distributions pursuant to Section
12.3 upon attainment of age 70 1/2, or corrective distributions under Section
4.3 or Appendix I) will be made to him or her while he or she continues to be an
Eligible Employee. A former Participant will again become a Participant on the
date on which he or she completes an Hour of Service following his or her
reemployment.


                                      -2-


<PAGE>


Article 3. CONTRIBUTIONS.

     3.1. PRE-TAX CONTRIBUTIONS. Each Participant may enter into a salary
reduction agreement with his or her Participating Employer specifying Pre-Tax
Contributions in an amount or percentage designated in the agreement. By
agreeing to Pre-Tax Contributions, the Participant agrees to a reduction in
Credited Compensation in the amount or percentage designated and the
Participating Employer agrees in consideration of such reduction to contribute
an equivalent amount to the Trust. The Administrator may establish and from time
to time modify limits on the amount or percentage of Credited Compensation which
may be elected to be contributed to the Plan, and such limits may be different
for different classifications of Participants.

     3.2. FORM AND MANNER OF PRE-TAX CONTRIBUTION ELECTIONS. Each salary
reduction agreement shall be in a form prescribed or approved by the
Administrator and may be entered into, changed or revoked by the Participant,
upon such prior notice as the Administrator may prescribe, as of the first day
of any payroll period or on such other basis as the Administrator may determine.
A salary reduction agreement shall be effective with respect to Credited
Compensation payable after the date specified in the agreement but no earlier
than the date the agreement is entered into.

     3.3. MATCHING CONTRIBUTIONS.

          (a) BASIC MATCHING CONTRIBUTIONS. The Compensation Committee shall
     determine and cause to be communicated to Participants the rate (which may
     be zero) of Basic Matching Contributions that will apply under the Plan for
     any period. Basic Matching Contributions, if any, determined in accordance
     with this Section 3.3(a) shall be made to the Trust by each Participating
     Employer for the benefit of each Participant it employs during the Plan
     Year who made match-eligible (as determined by the Compensation Committee)
     Employee After-Tax Contributions with respect to such period of employment
     or for whose benefit the Participating Employer made match-eligible (as
     determined by the Compensation Committee) Pre-Tax Contributions.

          (b) SUPPLEMENTAL MATCHING CONTRIBUTIONS. In addition to Basic Matching
     Contributions, if any, made under Section 3.3(a) above, each Participating
     Employer may make Supplemental Matching Contributions in such amounts, at
     such rates, and subject to such conditions as the Compensation Committee
     may determine. The Compensation Committee may specify that any Supplemental
     Matching Contribution will be treated for purposes of the Plan as a
     "qualified matching contribution" (SEE Appendix I).

          (c) FORM OF MATCHING CONTRIBUTIONS. Except as otherwise determined by
     the Compensation Committee, all Matching Contributions under the Plan shall
     be made in the form of shares of common stock of the Company. The Company
     shall make such arrangements as it deems appropriate to provide for such
     contributions on behalf of the Participating Employers. In determining the
     number of shares of such common stock required to be contributed as a
     Matching Contribution for any period, such shares shall be


                                      -3-


<PAGE>


     valued in accordance with such reasonable and consistent procedures as the
     Administrator may determine.

     3.4. EMPLOYEE AFTER-TAX CONTRIBUTIONS. Any Participant may, at his or her
option, contribute to the Trust in any Plan Year a portion of his or her
Credited Compensation. Employee After-Tax Contributions shall be made through
authorized payroll deductions or at such other time or times and in such manner
as the Administrator may determine. A Participant may discontinue his or her
Employee After-Tax Contributions at any time, but in the case of any such
contributions made by payroll deduction may not otherwise change the amount of
such deductions more frequently than would be permitted for changes in salary
reduction agreements under Section 3.2 above.

     Subject to the following sentence, if a Participant's Pre-Tax Contributions
reach the limit set forth in Code section 402(g) during a Plan Year, any
additional contributions made pursuant to the Participant's salary reduction
agreement during that Plan Year shall automatically be made as Employee
After-Tax Contributions, except to the extent that such contributions would
cause the Plan to exceed (or further to exceed) the contribution percentage
limit imposed by Code section 401(m) or, with respect to Plan Years beginning
before January 1, 2002, the aggregate limit imposed by Treas. Regs. Section
1.401(m)-2 for the Plan Year. Any catch-up contribution made under Section 3.12
below and Code section 414(v) shall not count against the limit set forth in
Code section 402(g) and shall not be deemed an Employee After-Tax Contribution
pursuant to the preceding sentence.

     3.5. ROLLOVER CONTRIBUTIONS. An Eligible Employee (who may be, but need not
be, a Participant) may make a Rollover Contribution to the Plan upon
demonstration to the Administrator that the contribution is eligible for
transfer to the Plan pursuant to the rollover provisions of the Code and is
attributable to a plan or arrangement described in 401(a) or 403(b), or a
governmental plan described in 457(b); PROVIDED, that the Eligible Employee may
not rollover any amounts that would not otherwise be includible in gross income.
The Administrator may require such certificates or other evidence as it
determines to be necessary or appropriate to demonstrate that an amount is
eligible to be contributed or transferred to the Plan under this Section 3.5.

     3.6. DISCRETIONARY EMPLOYER CONTRIBUTIONS. The Compensation Committee may,
but need not, provide for contributions to the Trust ("Discretionary Employer
Contributions") in addition to those described in Sections 3.1 through 3.5
above. If the Compensation Committee determines that a Discretionary Employer
Contribution will be made to the Trust for any Allocation Period, each
Participating Employer will contribute to the Trust its share of such
contribution, as determined by the Compensation Committee. The amount of each
such contribution, whether expressed as an aggregate amount or as a percentage
of Credited Compensation for the Allocation Period, may vary among different
Participating Employers. In addition, the Compensation Committee may identify
for purposes of this Section 3.6 for any Allocation Period separate business
units, segments or divisions (a "separate unit" or "unit") within a
Participating Employer and provide that a different amount or different
percentage of Credited Compensation (including, if so determined, a zero
contribution) will be contributed


                                      -4-


<PAGE>


with respect to one or more such separate units while a different amount or
amounts or a different percentage rate or rates will be contributed for other
units. The identification of separate units, if any, within a Participating
Employer shall be made before the end of the Allocation Period to which the
Discretionary Employer Contribution relates. Unless the Compensation Committee
affirmatively designated separate units for purposes of this Section 3.6 for an
Allocation Period, contributions by a Participating Employer for such Allocation
Period shall be allocated and apportioned among the eligible Participants of
such Participating Employer as though it were a single unit. In making
determinations under this Section 3.6, the Compensation Committee may, but need
not, take into account the relative profitability of different Participating
Employers or different units or such other business factors as it may determine.

     The Compensation Committee may specify that any Discretionary Employer
Contribution will be treated for purposes of the Plan as a "qualified
nonelective contribution" (SEE Appendix I).

     3.7. OTHER TRANSFERS. The Compensation Committee in its discretion may
provide that the Trust will accept a direct transfer, qualifying under Code
section 414(l), of assets and liabilities from another plan and trust qualifying
under Code section 401(a). Any such transfer shall be made only after the
transferring plan or its sponsor or administrator has provided the Administrator
with evidence satisfactory to the Administrator as to the qualification of the
transferor plan and as to any and all benefit forms and options that would be
required under Code section 401(a)(11) or Code section 411 to be preserved with
respect to the transferred benefits.

     3.8. TIME FOR MAKING CONTRIBUTIONS. Pre-Tax Contributions and Employee
After-Tax Contributions made on a payroll deduction basis will be paid in cash
to the Trust as soon as they can reasonably be segregated from the general
assets of the Participating Employer, but in all events by the fifteenth (15th)
business day of the month following the month in which the compensation to which
such contributions relate would have been payable to the Participant in cash.
Employee After-Tax Contributions made directly by a Participant will be
deposited directly into the Trust. Discretionary Employer Contributions, if any,
for a Plan Year will be contributed in cash to the Trust no later than the time
prescribed by law (including extensions) for filing the Participating Employer's
federal income tax return for its taxable year in or with which the Plan Year
ends. A Participating Employer's Basic Matching Contributions, if any, shall be
made substantially at the same time as the related Pre-Tax Contributions, and
its Supplemental Matching Contributions, if any, shall be made at such time as
the Participating Employer determines (not later than the time for making a
Discretionary Employer Contribution for the Plan Year).

     3.9. CERTAIN LIMITS APPLY. All contributions to the Plan are subject to the
applicable limits described or referred to in Article 4.

     3.10. RETURN OF CONTRIBUTIONS. If any contribution by a Participating
Employer to the Trust is


                                      -5-


<PAGE>


          (a) made by reason of a good faith mistake of fact, or

          (b) believed by the Participating Employer in good faith to be
     deductible under Code section 404, but the deduction is disallowed,

the Trustee shall, upon request by the Participating Employer, return to the
Participating Employer the excess of the amount contributed over the amount, if
any, that would have been contributed had there not occurred a mistake of fact
or a mistake in determining the deduction. Such excess shall be reduced by the
losses of the Trust attributable thereto, if and to the extent such losses
exceed the gains and income attributable thereto. In no event shall the return
of a contribution hereunder cause any Participant's Accounts to be reduced to
less than they would have been had the mistaken or nondeductible amount not been
contributed. No return of a contribution hereunder shall be made more than one
year after the mistaken payment of the contribution, or disallowance of the
deduction, as the case may be.

     3.11. ESTABLISHMENT OF TRUST. The Company has a Trust to accept and hold
contributions under the Plan. The Trust is governed by a separate agreement
between the Company and the Trustee, the terms of which are intended to qualify
under Code sections 401(a) and 501(a).

     3.12. CATCH-UP CONTRIBUTIONS. Effective April 1, 2002, all Participants who
are expected to attain age fifty (50) before the close of a Plan Year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limits of, Code section 414(v). Such catch-up contributions shall be separately
accounted for and shall not be taken into account for purposes of the provisions
of the Plan implementing the required limitations of Code section 402(g) or 415.
No Matching Contributions will be made with respect to catch-up contributions.
The Plan will not be treated as failing to satisfy the provisions of Code
section 401(k)(3), 410(b) or 416 , as applicable, by reason of the making of
such catch-up contributions.








                                      -6-


<PAGE>


Article 4. LIMITS ON CONTRIBUTIONS.

     4.1. DEDUCTIBILITY OF CONTRIBUTIONS. Discretionary Employer Contributions,
Pre-Tax Contributions, and Matching Contributions (both Basic and Supplemental)
for any Plan Year shall not exceed the maximum amount deductible under the
applicable provisions of the Code and are hereby expressly conditioned on their
deductibility.

     4.2. NONDISCRIMINATION LIMITATIONS. Pre-Tax Contributions, Employee
After-Tax Contributions, and Matching Contributions (both Basic and
Supplemental) must also satisfy certain nondiscrimination requirements that are
set out in Appendix I and in connection with satisfying these requirements may
be prospectively reduced or in certain circumstances distributed to Participants
(or former Participants), all as more fully set out in Appendix I.

     4.3. LIMIT ON ANNUAL ADDITIONS. Discretionary Employer Contributions,
Pre-Tax Contributions, Employee After-Tax Contributions and Matching
Contributions (both Basic and Supplemental), other than catch-up contributions
made under Section 3.12 and Code section 414(v), are subject also to the
limitations under Code section 415, which are incorporated herein by reference.
In applying the Code section 415 limitations, the limitation year or limitation
period shall be the Plan Year, and the compensation taken into account for any
Participant shall be the Participant's wages (within the meaning of Code section
3401(a)) subject to income tax withholding at the source, determined without
regard to any rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed and increased by
amounts that would have been included in the Participant's wages as so defined
but for a deferral election described in Code section 125, Code section 132(f),
or Code section 401(k). If the Administrator determines that contributions by or
for the benefit of a Participant may give rise to annual additions in excess of
those permitted under Code section 415, it may prospectively limit contributions
to the extent necessary to avoid such excess. If, notwithstanding the foregoing,
the Administrator determines that the amount credited to a Participant's account
for the preceding limitation year or limitation period exceeded the amount
permitted under Code section 415, the Administrator may take the following steps
to the extent necessary to correct such excess: (i) first, return to the
Participant his or her Employee After-Tax Contributions, together with
associated earnings; (ii) second, return to the Participant unmatched Pre-Tax
Contributions made for his or her benefit, together with associated earnings;
(iii) third, return to the Participant other Pre-Tax Contributions made for his
or her benefit, together with associated Matching Contributions and earnings;
and (iv) if the foregoing steps do not suffice, reallocate to the Accounts of
other eligible Participants (subject to Section 6.4 and limitations of this
Section 4.3) Discretionary Employer Contributions made for the benefit of the
Participant for whom an excess annual addition exists.


                                      -7-


<PAGE>


Article 5. INVESTMENTS.

     5.1. INVESTMENT OF CONTRIBUTIONS. The Compensation Committee shall appoint
from time to time an Investment Committee consisting of at least three
individuals (who may but need not be Participants or former Participants). The
Investment Committee will act by vote of a majority of all its members. If at
any time a majority of the individuals serving on such Investment Committee and
eligible to vote are unable to agree, or if there is only one such individual,
any action required of the Investment Committee will be taken by the
Compensation Committee and its decision will be final. An individual serving on
the Investment Committee who is a Participant or former Participant may not vote
or act on any matter relating solely to himself or herself. Members of the
Investment Committee shall serve without remuneration (other than reimbursement
for reasonable expenses) except as may from time to time be agreed upon by the
Company and the Investment Committee consistent with ERISA.

     The Investment Committee shall maintain one or more Investment Funds for
the investment of contributions made by or for the benefit of Participants.
Subject to Section 3.3(c) and to such reasonable procedures, restrictions and
limitations as the Investment Committee may establish, contributions by or for
the benefit of a Participant will be invested in such Investment Fund or Funds
as the Participant directs.

     It is intended that the Investment Funds provided under the Plan (other
than the fund consisting of common stock (and such cash or other short-term
investments as the Investment Committee may determine) attributable to Matching
Contributions) and manner of selection among such Funds shall satisfy ERISA
section 404(c). The Investment Committee will communicate, or arrange for
communication, to Participants and Beneficiaries the investment options
available under the Plan, including changes in available investment options. The
Investment Committee may change the Investment Funds offered under the Plan at
any time, including with respect to already invested amounts, and may terminate
an Investment Fund at any time and transfer the assets of a terminated Fund to
any other Investment Fund.

     5.2. INVESTMENT OF INCOME. Dividends, interest and other income from
investments for the Account of any Participant shall be reinvested in the
Investment Fund or Funds to which such dividends, interest or other income is
attributable, subject to such reasonable restrictions or limitations as the
Investment Committee may establish.

     5.3. CHANGE OF ELECTION BY PARTICIPANT. A Participant may from time to time
change the Investment Funds in which contributions made by him or her or for his
or her benefit, or existing balances, or both, are to be invested, subject to
such reasonable restrictions or limitations as the Investment Committee may
prescribe. Changes relating to future contributions will be effective as soon as
practicable after the change notice is given or, if later, as of the date
specified in the change notice. Changes relating to existing Account balances,
requiring liquidation of investments and reinvestment of the proceeds, will be
made as soon as reasonably practicable after the change notice is given. The
Administrator shall prescribe rules governing the periods and manner in which
investment changes may be made, including in the Administrator's discretion
rules permitting the giving of investment change notices by telephone


                                      -8-


<PAGE>


or other means, and nothing in this Section 5.3 shall prevent the Investment
Committee from prescribing rules with respect to former Participants that differ
from the rules prescribed for Participants. To the extent consistent with Code
section 411(a)(11), rules prescribed under this Section 5.3 with respect to
former Participants may include a rule suspending, eliminating or restricting
the right of former Participants to change investment elections.

     5.4. INVESTMENT FUND FOR CERTAIN MATCHING CONTRIBUTIONS. Matching
Contributions made in shares of common stock of Genuity Inc. shall be held in
the Trust in a fund consisting of such stock plus, if the Investment Committee
so determines, cash or short-term liquid investments such as money-market fund
shares. Except as determined by the Investment Committee, no Matching
Contributions (or earnings thereof) that have been invested in such fund shall
be eligible to be transferred by Participant, former Participant or beneficiary
direction to any other Investment Fund.



















                                      -9-


<PAGE>


Article 6. PARTICIPANTS' ACCOUNTS.

     6.1. INDIVIDUAL ACCOUNTS. The Trustee shall establish and maintain Accounts
for each Participant which shall reflect (i) all contributions paid to the
Trustee by or on behalf of the Participant, (ii) the Participant's share of any
forfeitures arising under the Plan, and (iii) the Participant's share of the
income, expenses, and gain or loss (realized or unrealized) of the Trust Fund.

     6.2. CREDITING OF CONTRIBUTIONS. Pre-Tax Contributions, Employee After-Tax
Contributions and Basic Matching Contributions, if any, for the benefit of a
Participant shall be credited to the corresponding Accounts of the Participant
as of the date the amounts are contributed to the Trust. Subject to Section 6.4,
Discretionary Employer Contributions and Supplemental Matching Contributions, if
any, for the benefit of a Participant shall be credited to the Participant's
corresponding Accounts as of the last day of the Plan Year for which the
contribution is made. Rollover Contributions and amounts transferred in a
trust-to-trust transfer under Section 3.7 shall be credited to Accounts as of
the effective date of contribution or transfer. Notwithstanding the date as of
which a contribution is allocated pursuant to this Section 6.2, in no event
shall a contribution be entitled to share in the investment experience of the
Trust Fund prior to the date on which the contribution is contributed to the
Trust.

     6.3. TREATMENT OF FORFEITURES. If a Participant forfeits an interest in his
or her Discretionary Employer Contribution Account pursuant to Section 11.4
below, the forfeited amount will be transferred to a forfeiture account. The
balance in the forfeiture account as of the last business day of the Plan Year,
after the adjustments then to be made under Section 6.4, will be first used to
restore amounts previously forfeited under Section 11.4 to the accounts of
Participants entitled to such a restoration pursuant to Section 11.4, and then
will be allocated among and credited to the accounts of Participants or former
Participants who either (i) are employed by the Employer on the last business
day of the Plan Year and who have completed 1000 or more Hours of Service during
the Plan Year or (ii) ceased to be employed by a Participating Employer during
the Plan Year because they ceased to be Employees and who had a one hundred
percent (100%) vested interest in their Discretionary Employer Contribution
Account, in proportion to the respective amount of Credited Compensation paid to
such individuals (while they were Participants) by the Participating Employers
during such Plan Year.

6.4. ADJUSTMENTS TO INDIVIDUAL ACCOUNTS. At such times as the Trustee shall
determine, but no less frequently than once each Allocation Period, the Trustee
will cause the interest of each Participant's Account (and any forfeiture
account) in each Investment Fund to be adjusted to include its allocable share
of the income and of the gain and loss (realized and unrealized) on the assets
of such Investment Fund valued at their fair market value. From time to time but
not less frequently than annually, the balance in each Account may be similarly
adjusted, to the extent necessary, to reflect its proper share of those expenses
of the Trustee, the Investment Committee, and the Administrator which are to be
charged to the Trust Fund.

     6.5. ELIGIBILITY TO SHARE IN DISCRETIONARY EMPLOYER CONTRIBUTIONS AND
SUPPLEMENTAL MATCHING CONTRIBUTIONS. The Discretionary Employer Contributions,
if any, contributed by a


                                      -10-


<PAGE>


Participating Employer for an Allocation Period with respect to each of its
separate units (as determined in accordance with Section 3.6) shall be allocated
among and credited to the Discretionary Employer Contribution Accounts of
Participants employed by or at such separate unit who

          (a) are Eligible Employees on the last day of the Allocation Period,
     or

          (b) who ceased to be Eligible Employees during the Allocation Period
     by reason of death or severance from employment within the meaning of
     Section 11.1

in proportion to the respective amounts of Credited Compensation paid such
Participants during the Allocation Period. If different levels of Discretionary
Employer Contributions are contributed with respect to different units, the
provisions of the preceding sentence shall be applied separately to each such
unit, with only those Participants providing services to such unit (and only
their Credited Compensation with respect to such service) taken into account. If
the Participating Employer has not designated separate units for an Allocation
Period, the Discretionary Employer Contribution of the Participating Employer
for such Allocation Period will be allocated among and credited to the
Discretionary Employer Contribution Accounts of Participants employed by the
Participating Employer, in accordance with the preceding sentence, as though the
Participating Employer consisted of a single unit.

     Matching Contributions, if any, contributed by a Participating Employer for
a Plan Year shall be credited, similarly, only in respect of those Participants
otherwise eligible for the Matching Contribution who satisfy the requirements of
(a) or (b) above; PROVIDED, that Supplemental Matching Contributions described
in Section 3.3(b) shall be credited only in respect of those otherwise eligible
Participants who are Eligible Employees on the last day of the Plan Year.

     6.6. RIGHTS OF PARTICIPANTS. Nothing contained herein shall be deemed to
give any Participant any interest in any specific part of the Trust Fund or any
interest other than his or her right to receive benefits in accordance with the
provisions herein contained.







                                      -11-


<PAGE>


Article 7.  ADMINISTRATION.

     7.1. ADMINISTRATOR. The Plan will be administered by the Administrator,
which will be a committee consisting of at least three individuals (who may but
need not be Participants or former Participants) appointed from time to time by
the Compensation Committee and subject to removal by the Compensation Committee
at any time, with or without cause.

     The committee appointed to serve as Administrator will act by vote of a
majority of all its members. If at any time a majority of the individuals
serving on such committee and eligible to vote are unable to agree, or if there
is only one such individual, any action required of the committee will be taken
by the Compensation Committee and its decision will be final. An individual
serving on such committee who is a Participant or former Participant may not
vote or act on any matter relating solely to himself or herself. Members of the
Administrator shall serve without remuneration (other than reimbursement for
reasonable expenses) except as may otherwise from time to time be agreed upon by
the Company and the Administrator consistent with ERISA.

     7.2. POWERS AND DISCRETIONARY AUTHORITY. The Administrator will have full
power and discretion to administer the Plan in all of its details and to
determine all matters relating thereto, subject, however, to the requirements of
ERISA. The Administrator's determinations shall be final and binding on all
Employees, former Employees, Participants, former Participants, and
Beneficiaries. More particularly, but not in limitation of the foregoing, the
Administrator shall have the following discretionary authority:

          (a) To make and enforce such rules and regulations as it deems
     necessary or proper for the efficient administration of the Plan;

          (b) To interpret the Plan, its interpretation thereof in good faith to
     be final and conclusive on all Employees, former Employees, Participants,
     former Participants, and Beneficiaries;

          (c) To decide all questions concerning the Plan and the eligibility of
     any person to participate in the Plan in accordance with Article 2;

          (d) To compute the amount of benefits which will be payable to any
     Participant, former Participant or Beneficiary in accordance with the
     provisions of the Plan, and to determine the person or persons to whom such
     benefits will be paid;

          (e) To authorize the payment of benefits;

          (f) To grant loans to Participants in accordance with Section 8.3
     herein;

          (g) To appoint such agents, counsel, accountants, consultants and
     actuaries as may be required to assist in administering the Plan; and


                                      -12-


<PAGE>


          (h) By written instrument, to allocate and delegate fiduciary
     responsibilities in accordance with ERISA section 405.

     7.3. EXAMINATION OF RECORDS. The Administrator will make available to each
Participant or former Participant such of its records as pertain to him or her,
for examination at reasonable times during normal business hours.

     7.4. NONDISCRIMINATORY EXERCISE OF AUTHORITY. Whenever, in the
administration of the Plan, any discretionary action by the Administrator is
required, the Administrator shall exercise its authority in a nondiscriminatory
manner so that all persons similarly situated will receive substantially the
same treatment.

     7.5. RELIANCE ON TABLES, ETC. In administering the Plan, the Administrator
will be entitled to the extent permitted by law to rely conclusively on all
tables, valuations, certificates, opinions and reports which are furnished by
any actuary, accountant, trustee, counsel or other expert who is employed or
engaged by the Administrator.

     7.6. NAMED FIDUCIARY. The Administrator will be a "named fiduciary" for
purposes of ERISA section 402(a)(1) with authority to control and manage the
operation and administration of the Plan, except that the Administrator will
have no authority over the investment of the assets of the Trust.

     7.7. EXPENSES OF PLAN. All reasonable expenses incurred in administering
the Plan and the Trust shall be paid from the Trust unless the Administrator
directs that they be paid by a Participating Employer. The Administrator will
determine what constitutes a reasonable expense of administering the Plan, which
determination in good faith will be final and conclusive on all persons having
any interest in the Plan.

     7.8. CLAIMS AND REVIEW PROCEDURES. The Administrator shall adopt and
communicate procedures for the filing and review of claims in accordance with
ERISA section 503.

     7.9. SELF-CORRECTION PROGRAM PROCEDURES. The Administrator shall adopt
procedures to facilitate the Plan's compliance with Code section 401(a) and
related provisions in accordance with the Self-Correction Program of the
Internal Revenue Service.

     7.10. INDEMNIFICATION OF ADMINISTRATOR. The Company agrees to indemnify and
to defend to the fullest extent permitted by law an Employee or former Employee
serving or formerly serving as the Administrator or as a member of a committee
appointed to serve as Administrator against all liabilities, damages, costs and
expenses (including attorneys' fees and amounts paid in settlement of any claims
approved by the Company) occasioned by any act or omission to act in connection
with the Plan, if such act or omission was in good faith.






                                      -13-


<PAGE>


Article 8. WITHDRAWALS; HARDSHIP DISTRIBUTIONS; LOANS.

     8.1. WITHDRAWAL OF EMPLOYEE AFTER-TAX CONTRIBUTIONS. Any Participant or
former Participant may at any time withdraw from his or her share of the Trust
Fund a sum not in excess of the value at the date of withdrawal of his or her
Employee After-Tax Contribution Account (reduced by the amount of prior
withdrawals); PROVIDED, that the minimum amount which may be withdrawn under
this Section shall be $500 or the total value of the Employee After-Tax
Contribution Account, whichever is less. The amount of any such withdrawal shall
be paid to the Participant as soon as reasonably practicable following valuation
of the Accounts after the notice of the withdrawal is given to the Trustee.

     8.2. HARDSHIP WITHDRAWALS.

          (a) IMMEDIATE AND HEAVY FINANCIAL NEED. A Participant or former
     Participant may make a withdrawal from his or her vested Accounts
     (excluding (i) the portion of his or her Pre-Tax Contribution Account which
     is attributable to earnings credited after December 31, 1988, (ii) any
     amounts treated as Pre-Tax Contributions by reason of having been
     designated as a "qualified nonelective contribution" or "qualified matching
     contribution" (SEE Appendix I), and (iii) the value of any promissory note
     allocated to a Participant's Account with respect to a loan made from the
     Plan) in the event of an immediate and heavy financial need arising from:

               (1) expenses for medical care described in Code section 213(d)
          previously incurred by the Participant or former Participant, his or
          her spouse or any of his or her dependents (as defined in Code section
          152) or necessary for these persons to obtain such medical care;

               (2) costs directly related to the purchase of a principal
          residence of the Participant or former Participant (excluding mortgage
          payments);

               (3) the payment of tuition and related educational fees for the
          next twelve (12) months of post-secondary education for the
          Participant or former Participant, his or her spouse, children or
          dependents (as defined in Code section 152); or

               (4) payments necessary to prevent the eviction of the Participant
          or former Participant from his or her principal residence or
          foreclosure on the mortgage on that principal residence.

     The Administrator's determination of whether there is an immediate and
     heavy financial need as defined above shall be made solely on the basis of
     written evidence furnished by the Participant. Such evidence must also
     indicate the amount of such need.

          (b) DISTRIBUTION OF AMOUNT NECESSARY TO MEET NEED. As soon as
     practicable after the Administrator's determination that an immediate and
     heavy financial need exists with respect to a Participant or former
     Participant and that the Participant or former Participant has obtained all


                                      -14-


<PAGE>


     other distributions (other than hardship distributions) and all nontaxable
     loans currently available under the Plan and all other plans maintained by
     any Affiliated Employer, the Administrator shall direct the Trustee to pay
     to the Participant or former Participant the amount necessary to meet the
     need created by the hardship (but not in excess of the amount available for
     such a distribution as determined under Section 8.2(a) above). The amount
     necessary to meet the need may include any amounts necessary to pay any
     federal, state, or local income taxes or penalties reasonably anticipated
     to result from the distribution.

          (c) EFFECT OF HARDSHIP WITHDRAWAL. If a Participant receives a
     hardship distribution under this Section 8.2, then Pre-Tax Contributions,
     Employee After-Tax Contributions and other cash-or-deferred or employee
     contributions by or for the benefit of the Participant under the Plan or
     any other plan of the Employer (including stock option plans and any other
     plan set forth in Treas. Regs. Section 1.401(k)-1(d)(2)(iv)(B)(4)), whether
     or not tax qualified, shall be suspended until the end of the 6-month
     period beginning with the date of the withdrawal (or, for a Participant who
     receives a hardship distribution during the 2001 Plan Year, until January
     1, 2002, if later). The limitations of Appendix I, Section 1.3 as applied
     to Pre-Tax Contributions (together with elective deferrals under other
     plans, if any, of the Employer) made after any such hardship distribution
     shall be subject to adjustment to the extent, if any, required by
     applicable regulations.

     8.3. LOANS.

          (a) IN GENERAL. Upon the request of a Participant in a form approved
     or prescribed by the Administrator, and subject to the conditions of this
     Section 8.3, the Administrator shall direct the Trustee to make a loan from
     the Trust to such Participant. Former Participants and Beneficiaries of
     Participants or former Participants shall not be eligible to obtain loans
     under this Article, except to the extent required by applicable regulations
     issued by the Department of Labor or as otherwise provided at Section
     8.3(k) below; but a loan which is outstanding at the time a borrower ceases
     to be a Participant shall not, solely for that reason, be accelerated or
     otherwise become immediately due and payable. Except as otherwise
     determined by the Administrator, no person may have more than two loans
     outstanding from the Plan at one time.

          (b) RULES AND PROCEDURES. The Administrator shall promulgate such
     rules and procedures, not inconsistent with the express provisions of this
     Article, as it deems necessary to carry out the purposes of this Article.
     All such rules and procedures shall be deemed a part of the Plan for
     purposes of the Department of Labor's Regulation Section 2550.408b-1(d).

          (c) MAXIMUM AMOUNT OF LOAN. The following limitations shall apply in
     determining the amount of any loan to a Participant hereunder:

               (1) The amount of the loan, together with all loans (if any)
          outstanding under other qualified retirement plans of the Affiliated
          Employers, shall not


                                      -15-


<PAGE>


          exceed $50,000 reduced by the excess of (1) the highest outstanding
          loan balance of the Participant from such plans during the one-year
          period ending on the day prior to the date on which the loan is made,
          over (2) the Participant's outstanding loan balance from such plans
          immediately prior to the loan.

               (2) The amount of the loan shall not exceed fifty percent (50%)
          of the sum of (i) the Participant's Employee After-Tax Contribution
          Account, Pre-Tax Contribution Account, Matching Contribution Account
          and Rollover Account and Transfer Account where relevant, and (ii) the
          vested portion of the Participant's Discretionary Employer
          Contribution Account, in each case determined as of the date the loan
          is made or, in the case of any Account or fund that cannot be valued
          as of that date, as of the most recent valuation date.

          (d) MINIMUM AMOUNT OF LOAN. The minimum amount of any single loan
     under this Plan shall be $1000.

          (e) NOTE; SECURITY; INTEREST. Each loan shall be evidenced by a note
     signed by the Participant and shall be secured by not more than fifty
     percent (50%) of the Participant's nonforfeitable interest in his or her
     share of the Trust Fund, including in such security the note evidencing the
     loan. The loan shall bear interest at an annual percentage interest rate to
     be determined by the Administrator. In determining the interest rate, the
     Administrator shall take into consideration interest rates currently being
     charged by persons in the business of lending money with respect to loans
     made in similar circumstances. The Administrator shall make such
     determination through consultation with one or more lending institutions,
     as the Administrator deems appropriate.

          (f) REPAYMENT. Each loan made to a Participant who is on the payroll
     of a Participating Employer shall be repayable by payroll deduction. Loans
     made to other Participants (and, in all events, where payroll deduction is
     no longer practicable) shall be repayable in such manner as the
     Administrator may from time to time determine. In each case payments shall
     be made not less frequently than quarterly (or such shorter period as the
     Administrator may determine), over a specified term (as determined by the
     Administrator) not to exceed five years, with substantially level
     amortization (as that term is used in Code section 72(p)(2)(C)).

          (g) REPAYMENT UPON DISTRIBUTION. If, at the time benefits are
     distributed to a Participant, former Participant or Beneficiary under
     Articles 9, 10 or 11, there remains any unpaid balance of a loan hereunder,
     such unpaid balance shall, to the extent consistent with Department of
     Labor regulations, become immediately due and payable in full. The unpaid
     balance, together with any accrued but unpaid interest on the loan, shall
     be deducted from the Participant's or former Participant's Account, subject
     to the default provisions below, before any distribution of benefits is
     made.

          (h) DEFAULT. In the event of a default in making any payment of
     principal or interest when due under the note evidencing any loan under
     this Section 8.3, if the default


                                      -16-


<PAGE>


     continues for more than fourteen (14) days after written notice of the
     default by the Trustee or Administrator, the unpaid principal balance of
     the note shall immediately become due and payable in full. The unpaid
     principal, together with any accrued but unpaid interest, shall be deducted
     from the Participant's or former Participant's Account and treated as
     distributed to the Participant or former Participant and applied by the
     Participant or former Participant as a payment of the unpaid interest and
     principal (in that order) under the note evidencing such loan. However, the
     Administrator shall not apply the Participant's or former Participant's
     Account to satisfy the repayment obligation to the extent such application
     would constitute a distribution inconsistent with the Plan's continued tax
     qualification.

          (i) NOTE AS TRUST ASSET. The note evidencing a loan to a Participant
     under this Article shall be an asset of the Trust which is allocated to the
     Accounts of such Participant in the order hereinafter determined. Payments
     of principal and interest on the note shall be credited to the Accounts of
     the Participant in proportion to the portions of the note balance allocated
     to each such Account. For purposes of the first sentence of this Section
     8.3(i), any note shall be allocated first to a Participant's Discretionary
     Employer Contribution Account (to the extent of the vested balance of such
     Account determined as of the date the loan is made), with any balance
     allocated to the Participant's Matching Contribution Account, Rollover
     Account, Employee After-Tax Contribution Account, Transfer Account and
     Pre-Tax Contribution Account, in that order.

          (j) NONDISCRIMINATION. Loans shall be made available under this
     Section 8.3 to all Participants on a reasonably equivalent basis, except
     that the Administrator may make reasonable distinctions based on
     creditworthiness.

          (k) EMPLOYEES NO LONGER ACTIVELY PARTICIPATING IN PLAN. For the
     avoidance of doubt, former Participants who are still employed by an
     Affiliated Employer shall be eligible to obtain loans under this Section
     8.3, subject to the rules set forth above. In the case of a loan to an
     individual described in the preceding sentence, the Administrator may make
     such arrangements as it deems advisable to provide for timely payment of
     amounts due on the loan.






                                      -17-


<PAGE>


Article 9. RETIREMENT BENEFITS.

     9.1. NORMAL RETIREMENT. Upon attainment of age sixty-five (65) while an
Employee, each Participant will have a fully vested and nonforfeitable interest
in his or her share of the Trust Fund. Upon retirement on or after age
sixty-five (65), the Participant's share of the Trust Fund, including any
amounts attributable to contributions for the Plan Year in which he or she
retires, will be distributed to him or her in accordance with Article 12.

     9.2. DISABILITY RETIREMENT. If a Participant becomes disabled prior to
attainment of age sixty-five (65) and if the disability is such that the
Participant can no longer continue in the service of a Participating Employer,
as determined by his or her Participating Employer under rules of uniform
application, and if his or her employment with the Participating Employer is
terminated (a "disability retirement"), the Participant will have a fully vested
and nonforfeitable interest in his or her share of the Trust Fund. In such
event, his or her share of the Trust Fund, including any amounts attributable to
contributions for the Plan Year in which his or her employment terminates, will
be distributed to him or her in accordance with Article 12.











                                      -18-


<PAGE>


Article 10. DEATH BENEFITS.

     10.1. DISTRIBUTION OF BENEFITS UPON DEATH. If a Participant or former
Participant dies before the distribution of his or her share of the Trust Fund
has commenced or before such distribution has been completed, his or her
designated Beneficiary will have a fully vested and nonforfeitable interest in
the decedent's share of the Trust Fund and will be entitled to receive, in
accordance with Article 12, the amount or remaining amount of the decedent's
share of the Trust Fund, including any amounts attributable to contributions for
the Plan Year in which death occurred.

     10.2. DESIGNATION OF BENEFICIARY. A Participant may designate a Beneficiary
or change a prior designation of a Beneficiary by giving notice to the
Administrator in a form approved by the Administrator; PROVIDED, that if a
Participant was married at time of death, he or she shall be deemed to have
designated his or her surviving spouse as his or her sole Beneficiary unless:

          (a) his surviving spouse, witnessed by a Plan representative or notary
     public, on a written form approved by the Administrator consented to and
     acknowledged the effect of the decedent's designation of the specific
     non-spouse Beneficiary or Beneficiaries (including any class of
     Beneficiaries or any contingent Beneficiaries) designated by the decedent;
     or

          (b) it is established to the satisfaction of the Administrator that
     the consent required under (a) above cannot be obtained because there is no
     spouse, because the spouse cannot be located, or because of such other
     circumstances as the Secretary of the Treasury may prescribe.

Any consent by a spouse described above, or the establishment that the consent
and acknowledgment cannot be obtained, shall be effective only with respect to
such spouse, but shall be irrevocable once made.

     If a Participant dies without specifically designating a Beneficiary, his
or her Beneficiary shall be deemed to be his or her surviving spouse or, if
none, his or her issue PER STIRPES. If any of such issue is a minor, the Trustee
may deposit the minor's share in a savings account to his or her credit in a
savings bank or other financial institution. If there is no surviving issue,
then the amount may be paid to the Participant's executor or administrator.





                                      -19-


<PAGE>


Article 11. BENEFITS FOLLOWING SEVERANCE FROM EMPLOYMENT FOR A REASON OTHER THAN
            DEATH.

     11.1. SEVERANCE FROM EMPLOYMENT. Benefits under this Article 11 shall be
payable on account of a Participant's or former Participant's "severance from
employment" within the meaning of Code section 401(k)(2)(B)(i)(I).

     11.2. TERMINATION BENEFIT. A Participant or former Participant who has
separated from the service of the Company and its Affiliated Employers shall be
entitled under this Section 11.2 to a benefit equal to the value of (a) his or
her Employee After-Tax Contribution Account, Pre-Tax Contribution Account,
Matching Contribution Account, Rollover Account (if any), Transfer Account (if
any), plus (b) that portion (if any) of his or her Employer Discretionary
Contribution Account attributable to "qualified nonelective contributions" (SEE
Appendix I) or "cash election" contributions under the Prior Plan or the
earnings thereon, plus (c) the applicable percentage of the value of the
remaining portion of his or her Employer Discretionary Contribution Account,
determined on the basis of the Participant's or former Participant's completed
years of Service as follows:

              COMPLETED YEARS OF SERVICE          APPLICABLE PERCENTAGE
              --------------------------          ---------------------
                    less than one                          0%
                one but less than two                      50%
                     two or more                          100%

The benefit determined under this Section 11.2 shall be distributed in
accordance with Article 12.

     11.3. ELECTION OF FORMER VESTING SCHEDULE. If the Plan is amended at any
time after the Effective Date and if such amendment directly or indirectly
affects the computation of the nonforfeitable percentage of a Participant's
rights to his or her share of the Trust Fund, each Participant who has completed
three (3) years of Service as of the end of the election period described below
and whose nonforfeitable percentage any time after the amendment could be less
than such percentage determined without regard to the amendment, may elect,
during such election period, to have the nonforfeitable percentage of his or her
share of the Trust Fund determined without regard to the amendment. The election
period referred to in the preceding sentence will begin on the date the
amendment is adopted and will end on the latest of the following dates:

          (a) the date which is sixty (60) days after the date on which the
     amendment is adopted;

          (b) the date which is sixty (60) days after the date on which the
     amendment becomes effective; or

          (c) the date which is sixty (60) days after the date on which the
     Participant is issued written notice of the amendment by the Administrator.


                                      -20-


<PAGE>


An election under this Section 11.3 may be made only by an individual who is a
Participant at the time the election is made and once made shall be irrevocable.
If any Employee is a Participant on the date an amendment changing the vesting
schedule hereunder is adopted or the date the amendment becomes effective,
whichever is later, the Participant's nonforfeitable percentage (determined as
of such date) to his or her share of the Trust Fund shall be not less than his
or her percentage determined without regard to the amendment.

     11.4. FORFEITURES. In the case of a Participant who ceases to be an
Employee for any reason other than death or normal or disability retirement, any
portion of the Participant's Discretionary Employer Contribution Account
(including any amounts credited after he or she ceases to be an Employee) not
vested under Section 11.2 will be forfeited by him or her as of his or her
Termination of Employment Date. After adjustment pursuant to Section 6.4, the
forfeiture will be applied as provided in Section 6.3. Any Participant or former
Participant who forfeits any portion of his or her Discretionary Employer
Contribution Account and is later reemployed by an Employer prior to having
incurred a period of severance of at least five (5) years shall have the
forfeited portion reinstated to his or her Discretionary Employer Contribution
Account in accordance with Section 6.3. If the amount of other forfeitures in
the year of reemployment is insufficient to reinstate the Participant's
Discretionary Employer Contribution Account under Section 6.3, the additional
amount required for such reinstatement shall be taken from Participating
Employer contributions for such year, prior to any other allocations of the
contributions. For purposes of this Section 11.4, a "period of severance" is a
period commencing with the later of the dates described in clauses (a) and (b)
of Section 18.34 and ending on an Employee's reemployment date (as that term is
used in Section 18.34), except that in the case of an absence from work by
reason of any of the maternity- or paternity-related reasons described in Code
Section 411(6)(E), the date described in clause (b) of Section 18.34 shall, for
purposes of determining the commencement date of any related "period of
severance" under this Section, be deemed to be the second rather than the first
anniversary of the Employee's absence. In the case of a Participant or former
Participant who incurs a period of severance of at least five (5) years'
duration, any subsequent period of Service shall be disregarded in determining
the Participant's or former Participant's vested interest under Section 11.2(c)
in amounts, if any, credited to his or her Discretionary Employer Contribution
Account in respect of Service prior to such period of severance.

     11.5. SEPARATE ACCOUNT. This Section 11.5 applies if a distribution has
been made to a Participant or former Participant at a time when he or she has a
nonforfeitable right to less than one hundred (100%) percent of his or her share
of the Trust Fund. Amounts credited to the Participant's Discretionary Employer
Contribution Account (other than any such amounts designated as "qualified
nonelective contributions" (SEE Appendix I) or attributable to a "cash election"
under the Prior Plan, and earnings thereon), to the extent remaining after such
a distribution, shall be maintained as a separate account for the purpose of
determining the Participant's or former Participant's vested interest therein at
any later time prior to forfeiture. At any relevant time the Participant's or
former Participant's nonforfeitable interest in the separate account will be
equal to P(AB+(RxD))-(RxD), where P is the nonforfeitable percentage at the
relevant time determined under Section 11.2(c); AB is the account balance of the
separate account at the relevant time; D is the amount of the distribution; and
R is the ratio of the account


                                      -21-


<PAGE>


balance of the separate account at the relevant time to the account balance of
such account immediately after the distribution. If a former Participant suffers
a forfeiture and upon later reemployment is entitled to restoration of the
forfeited amount, his or her vested interest, following reemployment, in his or
her Discretionary Employer Contribution Account (including any such restored
amount) shall equal P(AB+(RxD))-(RxD), where P is the nonforfeitable percentage
at the relevant time; AB is the Account balance at the relevant time; D is the
amount of any prior distribution; and R is the ratio of the Account balance at
the relevant time to the Account balance after the distribution.










                                      -22-


<PAGE>


Article 12. DISTRIBUTION OF BENEFITS.

     12.1. METHODS OF MAKING DISTRIBUTIONS. All distributions from the Trust
shall be paid in cash. A Participant or former Participant may elect in writing,
on such form as the Administrator may prescribe, to receive distribution of his
or her benefits either in a single lump sum payment or in installments over a
period not to exceed fifteen (15) years. If distribution is to be made in
installments, the amount of each distribution must be at least equal to the
value of the interest of the distributee under the Plan, determined as of the
most recent valuation date, divided by the number of payments remaining to be
made.

     12.2. TIMING OF DISTRIBUTIONS.

          (a) BENEFIT DOES NOT EXCEED $5,000. If the aggregate benefit to which
     a Participant is entitled under Articles 9 or 11 does not exceed $5,000 (or
     such larger amount as permitted pursuant to Code section 411(a)(11) and the
     regulations thereunder), the benefit shall be determined and distributed in
     a single payment as soon as practicable following the date of retirement or
     other severance from employment.

          (b) BENEFIT EXCEEDS $5,000. If the aggregate benefit to which a
     Participant is entitled exceeds $5,000 (or such larger amount as permitted
     pursuant to Code section 411(a)(11) and the regulations thereunder) and the
     Participant's retirement or severance from employment occurs prior to the
     Participant's attainment of age 70 1/2 distribution shall be deferred until
     the date on which he or she attains age 70 1/2 unless he or she consents to
     an earlier distribution. A former Participant whose distribution is
     deferred under this Section 12.2 shall continue to have the right to invest
     and reinvest his or her Accounts in accordance with Article 5 and the
     procedures established thereunder.

A Participant's Accounts will be considered to be valued in excess of $5,000 (or
such larger amount as permitted pursuant to Code section 411(a)(11) and the
regulations thereunder) if the value of such Accounts (including the value of
the Participant's Rollover Account, if any) exceeds such amount at the time of
commencement of the distribution in question. The Participant shall be given
notice adequate under Code section 411(a)(11) and the regulations thereunder of
his or her right to defer receipt of a benefit in excess of $5,000.
Notwithstanding any other provision of the Plan to the contrary, unless the
Participant or former Participant otherwise elects (E.G., under Section 12.2(b)
above), payment of benefits to the Participant or former Participant shall not
commence later than the sixtieth (60th) day after the latest of the following:
(i) the close of the Plan Year in which the Participant or former Participant
attains age sixty-five (65); (ii) the close of the Plan Year in which occurs the
tenth (l0th) anniversary of the year in which the Participant or former
Participant commenced participation in the Plan; or (iii) the close of the Plan
Year in which the Participant or former Participant ceases to be an Employee.


                                      -23-


<PAGE>


     12.3. MINIMUM REQUIRED DISTRIBUTIONS AFTER AGE 70 1/2.

          (a) Notwithstanding any other provision of the Plan to the contrary,
     payment of benefits to a Participant or former Participant shall commence
     NOT LATER THAN by April 1 (the "required beginning date") next following
     the later of (i) the calendar year in which the individual attains age 70
     1/2, and (ii) the calendar year in which the individual retires; PROVIDED,
     that in the case of an individual who (A) attained age 70 1/2before January
     1, 1988 and was a "five percent owner" (as defined in Code section 416(i))
     at any time during the Plan Year ending within the calendar year in which
     such individual attained age 66 1/2or any subsequent year, or (B) attained
     age 70 1/2on or after January 1, 1988 and is (or was) a "five percent
     owner" (as so defined) with respect to the Plan Year ending in the calendar
     year in which such individual attained age 70 1/2, the provisions of this
     Section 12.3 (a) shall be applied without regard to clause (ii). An
     individual not described in (A) or (B) above who attains age 70 1/2and does
     not retire shall be entitled to a distribution under this Section 12.3(a)
     prior to retirement only to the extent, if any, required under Code section
     411(d)(6), taking into account the provisions of the Plan as in effect
     prior to January 1, 1997 and the provisions of the Small Business Job
     Protection Act of 1996.

          (b) If a Participant or former Participant dies prior to attainment of
     his or her required beginning date, or after that date but prior to actual
     commencement of his or her benefit, the Participant's or former
     Participant's entire vested interest shall be distributed not less rapidly
     than (A) in full within five years following death, or (B) commencing by
     December 31 of the calendar year including the first anniversary of his or
     her death, over a period not greater than the life expectancy of the
     designated Beneficiary. Clause (A) of the preceding sentence shall apply in
     any case described in that sentence where a former Participant's benefit
     was being distributed in installments at the time of the Participant's
     death. If the Participant's designated Beneficiary is his or her surviving
     spouse, the commencement date described in clause (B) of the first sentence
     of this Section 12.3(b) need not be earlier than the date on which the
     Participant would have attained age 70 1/2. If a Participant or former
     Participant dies after attaining his or her required beginning date and
     after distribution of his or her benefits has commenced hereunder, but
     before such distribution has been completed, the remaining payments shall
     be distributed to his or her Beneficiary at least as rapidly as under the
     method of distribution under which the Participant or former Participant
     was receiving his or her benefits as of the date of his or her death. For
     purposes of this Section 12.3(b), under regulations prescribed by the
     Secretary of the Treasury, any amount paid to a child shall be treated as
     if it had been paid to the surviving spouse if such amount will become
     payable to the surviving spouse when the child reaches his or her majority,
     or upon such other designated event or events as may be permitted by the
     regulations.

The provisions of this Section 12.3 are intended to comply with Code section
401(a)(9) and shall be construed and applied in a manner consistent with that
section. With respect to distribution under the Plan made for calendar years
beginning on or after January 1, 2001, the Plan will apply the minimum
distribution requirements under Code section 401(a)(9) that were proposed on


                                      -24-


<PAGE>


January 17, 2001 notwithstanding any provisions of the Plan to the contrary. The
previous sentence shall continue in effect until the end of the last calendar
year beginning before the effective date of final regulations under Code section
401(a)(9) or such other date as may be specified in guidance published by the
Internal Revenue Service.

     12.4. CESSATION OF INTEREST IN PLAN. Upon the delivery to any Participant,
former Participant or other person of a lump sum payment or the sum of all
installment payments, the interest of said Participant, former Participant or
other person in the Plan shall cease and terminate.
















                                      -25-


<PAGE>


Article 13. DIRECT ROLLOVERS OF ELIGIBLE DISTRIBUTIONS.

     13.1. IN GENERAL. A distributee may elect, at the time and in the manner
prescribed by the Administrator, a direct rollover of any portion of an eligible
retirement distribution to an eligible retirement plan specified by the
distributee; PROVIDED, that the portion, if any, of an eligible retirement
distribution attributable to a Participant's After-Tax Account shall be
transferred in a direct trustee-to-trustee transfer.

     13.2. DEFINITIONS. For purposes of this Section 13.2, the following
definitions shall apply:

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

          (b) An "eligible rollover distribution" is any distribution of all or
     any portion of the balance to the credit of the distributee, except that an
     eligible rollover distribution does not include: (i) any distribution that
     is one of a series of substantially equal periodic payments (not less
     frequently than annually) made for the life (or life expectancy) of the
     distributee and the distributee's Beneficiary, or for a specified period of
     ten years or more; (ii) any distribution that is required under Code
     section 401(a)(9); (iii) in the case of a distribution prior to January 1,
     2002, the portion of such distribution that is not includible in gross
     income (determined without regard to the exclusion for net unrealized
     appreciation with regard to employer securities); (iv) any hardship
     distribution made prior to January 1, 2002 that is described in Code
     section 401(k)(2)(B)(i)(IV); or (v) any distribution made on or after
     January 1, 2002 upon hardship of the employee (whether or not described in
     Code section 401(k)(2)(B)(i)(IV)).

          (c) For distributions made prior to January 1, 2002, "eligible
     retirement plan" means (i) with respect to a distributee other than the
     Participant's surviving spouse, an individual retirement account described
     in Code section 408(a), an individual retirement annuity described in Code
     section 408(b), an annuity plan described in Code section 403(a), or a
     qualified trust described in Code section 401(a), and (ii) with respect to
     a distributee who is a Participant's or former Participant's surviving
     spouse, an individual retirement account or individual retirement annuity.
     For distributions made on or after January 1, 2002, "eligible retirement
     plan" means (in the case of any distributee) an individual retirement
     account described in Code section 408(a), an individual retirement annuity
     described in Code section 408(b), an annuity plan described in Code section
     403(a), a qualified trust described in Code section 401(a), an annuity
     contract described in Code section 403(b), and an eligible plan under Code
     section 457(b) which is maintained by an employer described in Code section
     457(e)(1)(A) and which agrees to separately account for amounts transferred
     into such plan from this Plan; PROVIDED, that with respect to the portion
     of any eligible rollover distribution attributable to a Participant's
     After-Tax Account, if any, "eligible retirement plan" means (in the case of
     any distributee) a qualified trust which is part of a plan which is a
     defined contribution plan and which agrees to separately account for
     amounts transferred into such plan, an


                                      -26-


<PAGE>


     individual retirement account described in Code section 408(a), or an
     individual retirement annuity described in Code section 408(b).

          (d) A "distributee" includes an Employee or former Employee. In
     addition, the Employee's surviving spouse and the Employee's or former
     Employee's spouse or former spouse, who is an alternate payee under a
     Qualified Domestic Relations Order, are distributees with regard to the
     interest of the spouse or former spouse.

     13.3. NOTICE REQUIREMENT. The Administrator shall give a distributee notice
of his or her right to elect a direct rollover and an explanation of the
withholding consequences of not making the election. Such notice shall be given
no earlier than ninety (90) days and no later than thirty (30) days before the
date of distribution. The distributee, in his or her sole discretion, may waive,
in writing, the right to thirty (30) days' notice.














                                      -27-


<PAGE>


Article 14. SPECIAL TOP HEAVY PROVISIONS.

     In the event that the Plan is "top heavy" (within the meaning of Code
section 416) for any Plan Year, the provisions contained in Appendix II to this
Plan shall apply notwithstanding any provision of the Plan to the contrary.















                                      -28-


<PAGE>


Article 15. AMENDMENT.

     The Company reserves the right at any time or times to amend the provisions
of this Agreement to any extent and in any manner that it may deem advisable by
delivery to the Trustee of a written instrument duly authorized by the
Compensation Committee making such amendment, such amendment to take effect
retroactively if such instrument so provides. Upon delivery of such instrument
to the Trustee, this Agreement shall be deemed to have been amended in the
manner set forth therein, and all Participants and former Participants and all
other persons claiming any interest hereunder shall be bound thereby; PROVIDED,
that no amendment:

          (a) shall cause or permit any property held subject to the terms of
     this Trust to be diverted to purposes other than for the exclusive benefit
     of the Participants and former Participants and their Beneficiaries, unless
     such amendment is required or permitted by law, governmental regulations or
     rulings;

          (b) shall increase the duties or liabilities of the Trustee or the
     Administrator without their written consent;

          (c) shall reduce the obligation, if any, of the Participating
     Employers to make a contribution hereunder with respect to a particular
     Plan Year unless such amendment is made on or before the last day of said
     Plan Year; nor

          (d) shall decrease any Participant's accrued benefit (including any
     elimination or reduction of an early retirement benefit or a
     retirement-type subsidy, or elimination of an optional form of benefit),
     except as permitted under Code section 411(d)(6) and regulations
     thereunder.











                                      -29-


<PAGE>


Article 16. DISCONTINUANCE OF CONTRIBUTIONS AND TERMINATION OF PLAN.

     16.1. TERMINATION OF PLAN BY COMPANY. The Company has established the Plan
with the bona fide intention and expectation that contributions will continue
indefinitely, but the Company is not and shall not be under any obligation or
liability whatsoever to maintain the Plan for any given length of time and may
in its sole and absolute discretion terminate the Plan at any time without any
liability whatsoever for such discontinuance or termination.

     16.2. EVENTS RESULTING IN TERMINATION OF PLAN. The Plan shall terminate
upon the happening of any of the following events:

          (a) Delivery to the Trustee of a notice of termination executed on
     behalf of the Company by authority of the Board of Directors, specifying
     the date as of which the Plan terminates.

          (b) Adjudication of the Company as a bankrupt, or general assignment
     by the Company to or for the benefit of creditors, or dissolution of the
     Company.

Upon termination of the Plan, each Participant's interest in his or her share of
the Trust Fund shall be fully vested and nonforfeitable (subject, however, to
any changes in value occurring prior to the distribution of his or her benefits)
and the Trustee shall, to the extent consistent with qualification under Code
sections 401(a) and 401(k), (i) forthwith liquidate the Trust Fund; (ii) cause
the Trust to pay all expenses properly chargeable to the Trust; and (iii) after
proportional adjustment of Accounts to reflect such expenses, losses, or profits
of the Trust and reallocations to the date of liquidation, make distribution in
a lump sum cash payment of each Participant's, former Participant's, and
Beneficiary's remaining interest in the Plan or transfer Accounts to another
tax-qualified defined contribution plan, if any, maintained by the Employer.

     16.3. TERMINATION OF PARTICIPATION AS TO ANY PARTICIPATING EMPLOYER OR
GROUP OF PARTICIPANTS. The Board of Directors may terminate the participation in
the Plan of any Participating Employer or any group of Employees employed in a
separate business unit. In the case of any such termination that constitutes a
"partial termination" under Code section 411(d)(3), each affected Participant's
interest in his or her share of the Trust Fund shall be fully vested and
nonforfeitable, subject, however, to any changes in value occurring prior to the
distribution of his or her benefits. The Board of Directors in its discretion
may, but need not, provide for accelerated vesting in the case of any such
termination or discontinuance that would not constitute a "partial termination".
Benefits under the Plan shall be distributed to affected Participants and former
Participants only upon their retirement, death, or other severance from
employment. To the extent consistent with the continued qualification of the
Plan and except as otherwise determined by the Board of Directors, however, a
Participant or former Participant affected by a termination under this Section
16.3 resulting in accelerated vesting may elect, in writing, that an earlier
distribution be made in the form either of a single cash payment or installments
over a period not to exceed three (3) years.


                                      -30-


<PAGE>


     16.4. PERMANENT DISCONTINUANCE OF CONTRIBUTIONS. A Participant's or former
Participant's interest in his or her share of the Trust Fund shall become fully
vested and nonforfeitable if his or her Participating Employer permanently
discontinues contributions hereunder (irrespective of whether the Plan and Trust
are terminated), effective as of the date the Participating Employer notifies
the Trustee in writing of its final termination of contributions. This Section
16.4 shall not apply in the case of a temporary suspension of contributions.

     16.5. MERGER OR CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS. In case of
any merger or consolidation of the Plan with, or transfer of assets and
liabilities of the Plan to, any other plan, provision will be made so that each
affected Participant and former Participant would, if the transferee plan then
terminated, receive a benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit he or she would have been
entitled to receive immediately before the merger, consolidation or transfer if
the Plan had then terminated.




























                                      -31-


<PAGE>


Article 17. MISCELLANEOUS.

     17.1. LIMITATION OF RIGHTS. The adoption and maintenance of the Plan and
Trust shall not be deemed to be a contract between a Participating Employer and
any Participant, former Participant or other person. Nothing herein contained
shall be deemed to give to any Participant, former Participant or other person
the right to be employed by a Participating Employer or to interfere with the
right of a Participating Employer to discharge any Participant or other person
at any time.

     17.2. BENEFITS PROVIDED SOLELY FROM TRUST. All benefits payable under the
Plan shall be paid or provided for solely from the Trust and the Employers
assume no liability or responsibility therefor.

     17.3. NONALIENABILITY OF BENEFITS. Except as otherwise provided under the
Plan, the interest hereunder of any Participant, former Participant or other
person shall not be subject to alienation, assignment, garnishment, attachment,
execution or levy of any kind, and any attempt to cause such benefits to be so
subjected will not be recognized, except to the extent required by law.

     The provisions of the preceding paragraph of this Section 17.3 shall apply
in general to the creation, assignment or recognition of a right to any benefit
payable with respect to a Participant pursuant to a domestic relations order.
Notwithstanding the foregoing, if such order is a Qualified Domestic Relations
Order, the provisions of the preceding paragraph of this Section 17.3 shall not
apply.

     The provisions of the first paragraph of this Section 17.3 shall not apply
to the judgment, order, decree or settlement agreement, any of which is entered
on or after August 5, 1997, to the extent provided in Code section 401(a)(13)(C)
or ERISA section 206(d)(4).

     17.4. PAYMENT UNDER QUALIFIED DOMESTIC RELATIONS ORDERS. Notwithstanding
any provisions of the Plan to the contrary, if there is entered any Qualified
Domestic Relations Order that affects the payment of benefits hereunder, such
benefits shall be paid in accordance with the applicable requirements of such
Order. The Administrator shall establish reasonable procedures to determine
whether an order or other decree is a Qualified Domestic Relations Order, and to
administer distributions under such Orders. To the extent required by a
Qualified Domestic Relations Order, the Administrator shall cause distributions
to be made from a Participant's Accounts to alternate payees named in such Order
in a manner consistent with the distribution options otherwise available under
the Plan.

     17.5. METHOD OF PROVIDING NOTICE. Any notice given or required to be given
by the Company, the Administrator or the Trustee hereunder shall be deemed to
have been validly given:

          (a) if given orally (in person, by telephone or otherwise), or
     delivered personally, by the party giving the notice or by his or her
     representative, or


                                      -32-


<PAGE>


          (b) to an active Employee of a Participating Employer, if given in
     writing and mailed through the normal intra-company mailing methods, or if
     mailed (postage paid) to the last known residence address of such Employee
     on file with the Human Resources Department of the Participating Employer,
     or

          (c) to a former Employee of a Participating Employer, if given in
     writing and mailed (postage paid) to the last known address of such
     employee on file with the Human Resources Department of the Participating
     Employer, or

          (d) in any event, if the active or former Employee of the
     Participating Employer becomes aware of the matter in any other manner.

Any notice given or required to be given by a Participant or former Participant
shall be in writing and shall be deemed to have been validly given:

               (i) if delivered personally to the Administrator, or

               (ii) if mailed to and timely received by the Administrator,
          Genuity Savings Plan, 235 Presidential Way, P.O. Box 4100, Woburn, MA
          01888-4100.

The provisions of this Section 17.5 shall be deemed modified, with respect to
any communications to or from the Trustee, by the terms relating to such
communications set forth in the Trust Agreement.

     17.6. COMPLIANCE WITH USERRA, ETC. Notwithstanding any provision of this
plan to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Code section
414(u). Loan payments will be suspended under this plan as permitted under Code
section 414(u)(4).

     17.7. COMPLIANCE WITH CODE SECTIONS 401(A), 401(K), ETC. The Plan is
intended to be qualified under Code section 401(a), and the cash-or-deferred
feature under the Plan is intended to be a qualified cash-or-deferred
arrangement as defined in Code section 401(k), and, to the extent applicable,
the multiple employer provisions of Code section 413(b). The Plan shall in all
respects be construed and administered in accordance with the foregoing. Without
limiting the foregoing, except as otherwise expressly provided under the Plan
(including the Appendices), no distributions shall be made to a Participant or
former Participant unless the Participant has experienced a severance from
employment (as that term is used under Code section 401(k)(2)(B)(i)(I)), died or
suffered a disability as described in Section 9.2; PROVIDED, that the
Administrator may, in connection with the disposition to another corporation of
any subsidiary or the disposition to another corporation of substantially all
the assets used in any trade or business, provide for distributions to
Participants or former Participants continuing service with the acquiring
corporation to the extent permitted by and in accordance with the provisions of
Code section 401(k)(10). A determination by the Administrator pursuant to the
preceding sentence in the case of one disposition shall not affect the
distributability of benefits not affected by such disposition and shall not bind
the Company in other transactions.


                                      -33-


<PAGE>


     17.8. CERTAIN TRUSTEE-TO-TRUSTEE TRANSFERS. In connection with the transfer
of employment of a Participant or former Participant from the employ of a
Participating Employer to the employ of an Affiliated Employer or former
Affiliated Employer that is not a Participating Employer and that maintains
another plan qualified under Code section 401(a) (the "transferee plan"), the
Trustee may, but shall not be obligated to, cause the Accounts of such
Participant or former Participant to be transferred to the transferee plan, but
only if (a) such transfer complies with Code section 414(l), and (b) the
transferee plan provides the Trustee or the Administrator with evidence
satisfactory to them that the transferee plan is qualified under Code section
401(a), and (c) the transfer will not result in a violation of Code section
411(d)(6) with respect to the transferred Accounts. Without limiting the
generality of Section 3.7 above, in the case of a Participant who was formerly
employed by an Affiliated Employer or former Affiliated Employer that maintains
a profit-sharing plan qualified under Section 401(a) (the "transferor plan") and
for whom an account or accounts were accrued under the transferor plan, the
Trustee may, but shall not be obligated to, accept a direct trust-to-trust
transfer of assets and liabilities from the transferor plan to the Trust, but
only if the Trustee determines that (i) the transferor plan is qualified under
Code section 401(a), and (ii) such transfer would comply with Code section
414(l). In the case of any amount transferred to the Trust pursuant to the
preceding sentence, the Trustee or the Administrator shall establish such
additional accounts as they deem necessary to satisfy the requirement of the
Plan and the Code with respect to such transferred amounts, and to the extent
such transferred amounts are subject to distribution or other provisions
protected under Code section 411(d)(6) that differ from the provisions
applicable generally under the Plan, the provisions applicable generally under
the Plan shall be deemed to have been modified to accommodate such protections.
The Trustee and the Administrator may exercise their discretion under this
Section on a case by case basis or in categories of cases.


















                                      -34-


<PAGE>


Article 18. DEFINITIONS.

     Wherever used herein, unless the context clearly indicates otherwise, the
following words have the following meanings:

     18.1. ACCOUNT. "Account" means any or all of the following, as the context
requires:

          (a) "Employee After-Tax Contribution Account": the account or
     sub-account established and maintained to reflect a Participant's Employee
     After-Tax Contributions under Section 3.4 or under the Prior Plan, as
     periodically adjusted for investment experience.

          (b) "Discretionary Employer Contribution Account": the account or
     sub-account established and maintained to reflect Participating Employer
     contributions under the Prior Plan and discretionary Participating Employer
     contributions under Section 3.6 of this Plan, as periodically adjusted for
     investment experience. In the case of a Participant for whose benefit
     contributions were made under the qualified cash-or-deferred feature of the
     Prior Plan, there shall be maintained within the Participant's
     Discretionary Employer Contribution Account a separate sub-account to
     reflect such contributions and associated investment experience.

          (c) "Pre-Tax Contribution Account": the account or sub-account
     established and maintained to reflect Pre-Tax Contributions made under
     Section 3.1 for the benefit of a Participant, as periodically adjusted for
     investment experience.

          (d) "Matching Contribution Account": the account or sub-account
     established and maintained to reflect Participating Employer matching
     contributions under Section 3.3 of the Plan.

          (e) "Rollover Account": in the case of any Eligible Employee who
     contributes an "eligible rollover distribution" (whether by direct transfer
     or otherwise) to the Plan under Section 3.5, an account or sub-account
     established and maintained to reflect such contribution and associated
     investment experience.

          (f) "Transfer Account": in the case of any Eligible Employee whose
     accrued benefit under another plan is transferred directly to the Plan in a
     nonelective trust-to-trust transfer described in Code section 414(l) and
     Section 3.7 of the Plan, an account or sub-account maintained to reflect
     such transferred amount and associated investment experience.

          (g) "Catch-Up Contribution Account": in the case of an Eligible
     Employee who contributes a catch-up contribution to the Plan under Section
     3.12 an account or sub-account established and maintained to reflect such
     contribution and associated investment experience.


                                      -35-


<PAGE>


The Trustee and the Administrator may maintain such other accounts and records
as may reasonably be required to discharge their duties under the Plan.

     18.2. ADMINISTRATOR. "Administrator" means the committee appointed to
administer the Plan in accordance with Article 7.

     18.3. AFFILIATED EMPLOYER. "Affiliated Employer" means (i) any corporation
(other than the Company) which is a member of a controlled group of corporations
(as defined in Code section 414(b)) with the Company; (ii) any trade or business
(other than the Company), whether or not incorporated, which is under common
control (as defined in Code section 414(c)) with the Company; (iii) any member
(other than the Company) of an affiliated service group (as defined in Code
section 414(m)) of which the Company is a member; and (iv) any other employer
required to be aggregated with the Company under Code section 414(o). To the
extent specified in writing by the Chairman or the Treasurer of the Company, the
term "Affiliated Employer" shall also be deemed to include any corporation,
trade or business that would be described in (i) or (ii) above if the
affiliation rules referred to in Code section 414(b) and Code section 414(c)
were applied by substituting "more than 50%" for "80%".

     18.4. ALLOCATION PERIOD. "Allocation Period" means for any Plan Year, the
period or periods within such Plan Year with respect to which Discretionary
Employer Contributions (if any) and allocations thereof will be made for such
Plan Year.

     18.5. ANNUAL ADDITION. "Annual Addition" means in the case of any
Participant, when used with respect to the Plan, the sum for any Plan Year of
(a) the Pre-Tax Contributions, Matching Contributions, and Discretionary
Employer Contributions made by the Employer for the Participant's benefit under
the Plan, and (b) the Participant's Employee After-Tax Contributions under the
Plan.

     18.6. BASIC MATCHING CONTRIBUTION. "Basic Matching Contribution" means a
contribution made by the applicable Participating Employers in accordance with
Section 3.3(a).

     18.7. BENEFICIARY. "Beneficiary" means the person or persons designated by
a Participant or former Participant to receive benefits under the Plan upon the
death of the Participant or former Participant.

     18.8. BOARD OF DIRECTORS. "Board of Directors" means the Board of Directors
of the Company. The Board of Directors may designate a person or persons
(including a committee or committees) to carry out any fiduciary
responsibilities of the Company or of the Board under the Plan, any such
designation to be made in accordance with ERISA section 405.

     18.9. CODE. "Code" means the Internal Revenue Code of 1986, as amended and
in effect from time to time. Reference to any Code section or subsection
includes reference to any comparable or succeeding provisions of any legislation
which amends, supplements or replaces such section or subsection.


                                      -36-


<PAGE>


     18.10. COMPANY. "Company" means Genuity Inc. and any successor to all or a
major portion of its assets or business which assumes the obligations of the
Company.

     18.11. COMPENSATION COMMITTEE. "Compensation Committee" means the
Compensation Committee of the Board of Directors. The members of the
Compensation Committee shall be appointed, and may be removed, by the Board of
Directors. Wherever the Plan authorizes the Compensation Committee to act, such
action may be taken either by the Compensation Committee or by the Board of
Directors.

     18.12. COMPUTATION PERIOD. "Computation Period" means a period of twelve
(12) consecutive months beginning with the Employee's Employment Commencement
Date and each anniversary thereof.

     18.13. CREDITED COMPENSATION. "Credited Compensation" means the regular
base compensation received by an Eligible Employee while he or she is a
Participant, modified as provided at (a) and (b) below. Any amount that would
qualify as Credited Compensation but for the Participant's agreement to forego
receipt of such amount pursuant to a salary reduction agreement, a cafeteria
plan (within the meaning of Code section 125), or a qualified transportation
fringe benefit program (within the meaning of Code section 132(f)) shall be
treated as Credited Compensation for purposes of the Plan. In no event shall
Credited Compensation in excess of the limitation determined under Code section
401(a)(17) ($170,000 for 2001 and $200,000 for Plan Years beginning on or after
January 1, 2002) be taken into account under the Plan, and Eligible Employees
with Credited Compensation in excess of such limit shall have their Credited
Compensation limited on a per pay period basis to comply with such limit.

          (a) Credited Compensation shall include sales commissions, sales
     bonuses, foreign service premiums, lump sum merit increases, temporary job
     reclassification pay adjustments that are paid to the Participant for a
     period of at least ninety (90) consecutive days, and payments made under
     other short-term incentive programs that are specifically included by the
     Administrator from time to time.

          (b) Credited Compensation shall not include (except to the extent
     expressly included pursuant to (a) above) any commissions, Executive
     Incentive Plan payments, other management incentives, other incentive
     payments, awards, profit-sharing, stock received pursuant to stock option
     plans or other stock purchase plans, bonuses, overtime, shift or other
     premiums, supplemental vacation benefits, moving expense reimbursements, or
     any other special fees or allowance paid to an Employee during a Plan Year.

     18.14. DISCRETIONARY EMPLOYER CONTRIBUTION. "Discretionary Employer
Contribution" means a discretionary contribution by a Participating Employer
under Section 3.6.

     18.15. EFFECTIVE DATE. "Effective Date" means the date or dates referred to
in Section 1.2.


                                      -37-


<PAGE>


     18.16. ELIGIBLE EMPLOYEE. "Eligible Employee" means any individual
(including an officer or employee director of a Participating Employer) who is
employed by a Participating Employer, other than (i) a nonresident alien who
receives no earned income (within the meaning of Code section 911(d)(2)) from a
Participating Employer which constitutes income from sources within the United
States (within the meaning of Code section 861(a)(3)), or (ii) a leased employee
(within the meaning of Code section 414(n)(2)). For the avoidance of doubt, (A)
no individual shall be treated as an Eligible Employee during any period in
which he or she is treated as an independent contractor for payroll purposes by
the Employer, regardless of any later recharacterization of such individual's
employment status, and (B) in determining whether an individual is a "leased
employee", the determination of the Administrator shall be binding for all
purposes of the Plan notwithstanding any later recharacterization or
redetermination of such individual's status.

     18.17. EMPLOYEE. "Employee" means any individual employed by the Employer,
including leased employees (within the meaning of Code section 414(n)(2)) to the
extent required under the Code and applicable regulations. Eligible Employees
with Credited Compensation in excess of the Code section 401(a)(17) limit shall
have their Credited Compensation limited on a per pay period basis to comply
with such limit for Plan purposes.

     18.18. EMPLOYEE AFTER-TAX CONTRIBUTION. "Employee After-Tax Contribution"
means a contribution by a Participant under Section 3.4.

     18.19. EMPLOYER. "Employer" means the Company and all Affiliated Employers.

     18.20. EMPLOYMENT COMMENCEMENT DATE. "Employment Commencement Date" means
the date on which the Employee first performs an Hour of Service.

     18.21. ERISA. "ERISA" means the Employee Retirement Income Security Act of
1974, as from time to time amended.

     18.22. HOURS OF SERVICE. "Hours of Service" means with respect to any
Employee, each hour for which the Employee is paid or entitled to payment from
the Employer.

     18.23. INVESTMENT COMMITTEE. "Investment Committee" means the committee
established by the Company in accordance with Article 5.

     18.24. INVESTMENT FUND. "Investment Fund" means any of the funds
established or designated from time to time by the Investment Committee to serve
as permissible investment vehicles for contributions made by or for the benefit
of a Participant, including any such fund maintained under the Prior Plan for
participants thereunder and continued under the Plan. Funds may consist in whole
or in part of investments in shares of a regulated investment company or such
other investments as the Investment Committee, in its sole discretion, deem
appropriate. Loans to Participants (made in accordance with Article 11) hereof
shall be permissible investment of each Investment Fund. The Investment
Committee may terminate an Investment Fund as to existing or future investments
or both and may designate new or different Investment Funds at any time.
Matching Contributions made in shares of common stock of Genuity Inc.


                                      -38-


<PAGE>


shall be held in the Trust in a fund consisting of such stock (plus, if the
Investment Committee so determines, cash or short-term liquid investments such
as money-market fund shares). Any such fund may be accounted for on a share
basis or a unitized basis, as the Administrator determines.

     18.25. MATCHING CONTRIBUTIONS. "Matching Contributions" means Basic
Matching Contributions and Supplemental Matching Contributions made by the
Participating Employers on account of Pre-Tax and After-Tax Contributions in
accordance with Sections 3.3(a) and (b).

     18.26. PARTICIPANT. "Participant" means any Eligible Employee who
participates in the Plan in accordance with Article 2 hereof. A Participant who
has ceased to be eligible to make or share in contributions under the Plan, but
who continues to have an accrued benefit under the Plan, shall be referred to as
a "former Participant".

     18.27. PARTICIPATING EMPLOYER. "Participating Employer" means (i) the
Company and (ii) any Affiliated Employer which has adopted the Plan with the
approval of the Company.

     18.28. PLAN. "Plan" means the Genuity Savings Plan as set forth in this
Agreement, and as amended from time to time.

     18.29. PLAN YEAR. "Plan Year" means the calendar year.

     18.30. PRE-TAX CONTRIBUTION. "Pre-Tax Contribution" means a contribution
made to the Plan for the benefit of a Participant pursuant to a salary reduction
agreement described in Sections 3.1 and 3.2.

     18.31. PRIOR PLAN. "Prior Plan" means the Plan as amended and in effect
from time to time prior to the Effective Date of this restatement.

     18.32. QUALIFIED DOMESTIC RELATIONS ORDER OR QDRO. "Qualified Domestic
Relations Order or QDRO" means any judgment, decree or order (including approval
of a property settlement agreement) which:

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

          (b) is made pursuant to a State domestic relations law (including a
     community property law); and

          (c) constitutes a "qualified domestic relations order" within the
     meaning of Code section 414(p) and ERISA section 206(d)(3)(B).

A domestic relations order will not fail to qualify as a QDRO merely because it
calls for distributions at a time when the Participant would not himself or
herself be eligible for a distribution, including any such time prior to the
Participant's "earliest retirement age" as that term is defined in Code section
414(p)(4)(B).


                                      -39-


<PAGE>


     18.33. ROLLOVER CONTRIBUTION. "Rollover Contribution" means a contribution
made by a Participant which satisfies the requirements for rollover
contributions set forth in the Plan.

     18.34. SERVICE. "Service" means in the case of any Employee, the period of
time, expressed in years and fractions of years measured in days, that begins
with the Employee's employment date or reemployment date and ends on the earlier
of (a) the date the Employee quits, retires, is discharged or dies, or (b) the
first anniversary of the Employee's absence from service for any other reason.
If the reemployment date of an Employee who is absent from service (for any
reason, including by reason of a quit, retirement or discharge) falls within
twelve (12) months after the commencement of such absence, the intervening
period of absence shall be treated as a period of Service. If an Employee's
reemployment date occurs more than twelve (12) months after the commencement of
the absence, the period commencing with the reemployment date shall be treated
as a new period of Service under the rules described above and shall be
aggregated with any prior periods of Service. For purposes of this Section
18.34, "employment date" means the date on which an Employee first has an Hour
of Service, "reemployment date" means the date on which an Employee has an Hour
of Service after the commencement of an absence, and the terms "service",
"absence from service", "quit", "retirement", "discharge" and related terms
shall all be applied by reference to employment for the Employer; PROVIDED, that
the Compensation Committee may provide by appropriate action, in such cases and
subject to such exceptions and rules as it may determine, that service for a
corporation, trade or business prior to its becoming an Affiliated Employer
shall also be treated as Service.

     18.35. STOCK. "Stock" means common stock of the Company. Stock may be
acquired by the Trustee for investment in the Trust Fund either by open market
purchases or in negotiated transactions, including purchases from the Company.

     18.36. SUPPLEMENTAL MATCHING CONTRIBUTION. "Supplemental Matching
Contribution" means a contribution made by a Participating Employer in
accordance with Section 3.3(b).

     18.37. TERMINATION OF EMPLOYMENT DATE. "Termination of Employment Date"
means the day on which a Participant ceases to be an Employee, as determined by
the Company and regardless of any later recharacterization of such Participant's
employment status.

     18.38. TRUST. "Trust" means the Trust established and maintained in
connection with the Plan, as amended and in effect from time to time.

     18.39. TRUST FUND. "Trust Fund" means the property held in trust by the
Trustee for the account of Participants, former Participants and their
Beneficiaries.

     18.40. TRUSTEE. "Trustee" means the person or persons, including any
institution, that is appointed to act as Trustee hereunder.

     Whenever used herein, a pronoun or adjective in the masculine gender
includes the feminine gender unless the context clearly indicates otherwise.


                                      -40-


<PAGE>


     IN WITNESS WHEREOF, Genuity Inc. has caused this instrument of amendment to
be executed by its duly authorized officer this 10th day of June, 2002.



                                               GENUITY INC.


                                               By:      /s/  Susan H. Bowman
                                                        --------------------






















                                      -41-


<PAGE>


APPENDIX I -- SPECIAL RULES RELATING TO SECTION 401(k) AND SECTION 401(m)
              TESTING

     I.1. IN GENERAL. Under the Code and applicable regulations, Pre-Tax
Contributions are required to satisfy certain nondiscrimination requirements and
are subject to special dollar limits. Employee After-Tax Contributions and
Matching Contributions are subject to nondiscrimination limits that are similar
to, and must be coordinated with, the nondiscrimination limits applicable to
Pre-Tax Contributions. The provisions of this Appendix I set forth the detailed
provisions that must be applied to satisfy these requirements and limits. These
provisions are to be construed in a manner consistent with the related
provisions of the Code and applicable regulations. To the extent any
Participating Employers to which this Appendix applies are Affiliated Employers
solely by reason of the last sentence of Section 18.3, the provisions of this
Appendix shall, to the extent required by the Code and applicable regulations,
be applied separately with respect to each such Participating Employer.

     I.2. CERTAIN DEFINITIONS. Terms used in this Appendix which are defined in
Article 18 of the Plan have the meaning given them in Article 18. The following
additional defined terms have the meanings set forth below:

          (a) "Compensation": except as otherwise specified, an individual's
     "compensation" as defined in Code section 414(s) and the regulations
     thereunder. The Administrator may elect to satisfy the nondiscrimination
     requirements set forth in Section I.4 and Section I.5 below using any
     definition of Compensation acceptable under Code section 414(s) and the
     regulations thereunder, but for any Plan Year the same definition must be
     used for all purposes under Section I.4 and Section I.5. Solely for
     purposes of Section I.2(b) below (the definition of "Highly Compensated
     Employee"), the term Compensation means "compensation" as defined in Treas.
     Regs. Sections 1.415-2(d)(2) and (3) but without regard to reductions
     attributable to Pre-Tax Contributions, elective deferrals (as defined in
     Code section 402(g)(3)) under any other plan of the Employers, or
     salary-reduction contributions under any Code section 125 cafeteria plan or
     Code section 132(f) qualified transportation fringe benefit program of the
     Employers.

          (b) "Highly Compensated Employee": an Employee who:

               (1) is or was a five percent (5%) owner (as defined in Code
          section 416(i)(1)) during the Plan Year for which a determination is
          being made or the immediately preceding Plan Year; or

               (2) had Compensation from the employer in excess of $80,000
          (indexed in accordance with Code section 414(q)) during the Plan Year
          immediately preceding the Plan Year for which a determination is being
          made.

          (c) "Qualified Nonelective Contribution" or "QNEC": a Discretionary
     Employer Contribution which the Administrator elects to have treated as a
     "qualified nonelective contribution" within the meaning of Code section
     401(m)(4)(C). Under specified circumstances described in Treas. Regs.
     Section 1.401(k)-1(b)(5) and Treas. Regs. Section 1.401(m)-1(b)(5),


                                      -42-


<PAGE>


     a QNEC may be treated as a Pre-Tax Contribution or as a Matching
     Contribution for purposes of satisfying the nondiscrimination rules set
     forth in I.4 and I.5 below. Except as expressly authorized in regulations
     or other guidance under Code section 401(k) or Code section 401(m), the
     same QNEC may not be used to satisfy both the ADP tests set forth in I.4
     below and the ACP tests set forth in I.5 below.

          (d) "Qualified Matching Contribution" or "QMAC": A Matching
     Contribution which the Administrator elects to use in satisfying the ADP
     tests of I.4. below. A QMAC shall not also be counted as a Matching
     Contribution for purposes of the ACP tests set forth in I.5 below.

     I.3. DOLLAR LIMIT ON PRE-TAX CONTRIBUTIONS.

          (a) The maximum amount of Pre-Tax Contributions for the benefit of any
     Participant for any calendar year, when added to the elective deferrals (as
     defined in Code section 402(g)(3)), if any, made for his or her benefit
     under any other plan of the Employer, shall in no event exceed $10,500 (for
     2001) or such higher amount as the Secretary of the Treasury may determine
     under Code section 402(g)(5) (E.G., $11,000 for 2002).

          (b) If elective deferrals (as defined in Code section 402(g)(3)) have
     been made for a Participant's benefit for a calendar year in excess of the
     limit described in (a) above, the amount of such excess (the "excess
     deferral") shall be treated as follows: (i) to the extent the excess
     deferral is attributable to a failure to satisfy the limitations of (a)
     above (pertaining to the Plan and other plans, if any, maintained by the
     Employer), the Administrator shall cause the excess deferral to be
     distributed to the Participant not later than April 15 following the
     calendar year in which the excess deferral was made; and (ii) to the extent
     the excess deferral is attributable to elective deferrals under a plan or
     program maintained by an entity that is not an Employer, if the Participant
     so requests by March 1 following the calendar year in which the excess
     deferral occurs, certifying in such request that he or she cannot obtain a
     distribution sufficient to correct the excess deferral from the other plan
     or program, the Administrator shall make every reasonable effort to cause
     such excess deferral to be corrected by distribution of an amount (not in
     excess of the Participant's Pre-Tax Deferrals for such calendar year plus
     income as hereinafter determined) from the Plan, which distribution shall
     be made, if at all, not later than April 15 following the calendar year in
     which the excess deferral occurred. The amount so distributed under (i) or
     (ii) above shall take into account income allocable to the excess deferral
     (determined based on an allocable portion of the income attributable to the
     Participant's Pre-Tax Contribution Account), excluding, however, income
     earned following the end of the taxable year in which the deferral occurs,
     and shall be reduced by excess contributions (SEE below) that were
     previously distributed to him or her. No excess deferral may be distributed
     during the calendar year in which it was made, unless the distribution is
     made after the deferral has occurred and both the Participant and the
     Administrator have identified it as an excess deferral.


                                      -43-


<PAGE>


I.4. ADP TESTS, ETC.

          (a) IN GENERAL. Pre-Tax Contributions, including for purposes of this
     Section I.4 both QNECs treated as Pre-Tax Contributions for purposes of
     satisfying the nondiscrimination rules of Code section 401(a)(3) and QMACs,
     are subject to the limits of Code section 401(k)(3) as more fully described
     below.

          (b) ACTUAL DEFERRAL RATIOS. For each Plan Year, the Administrator will
     determine the "actual deferral ratio" for each Participant who is eligible
     for Pre-Tax Contributions. The actual deferral ratio shall be the ratio,
     calculated to the nearest one-hundredth of one percent, of the Pre-Tax
     Contributions made for the benefit of the Participant for the Plan Year, to
     the Participant's Compensation for the applicable period. For purposes of
     determining a Participant's actual deferral ratio:

                           (1) Pre-Tax Contributions will be taken into account
                  only if each of the following requirements are satisfied:

                                    (i) the Pre-Tax Contribution is allocated to
                           the Participant's Pre-Tax Contribution Account as of
                           a date within the Plan Year, is not contingent upon
                           participation in the Plan or performance of services
                           on any date subsequent to that date, and is actually
                           paid to the Trust no later than the end of the
                           12-month period immediately following the Plan Year
                           to which the contribution relates; and

                                    (ii) the Pre-Tax Contribution relates to
                           Credited Compensation that either would have been
                           received by the Participant in the Plan Year but for
                           the Participant's election to defer under the Plan or
                           is attributable to services performed in the Plan
                           Year and, but for the Participant's election to
                           defer, would have been received by the Participant
                           within 2 1/2 months after the close of the Plan Year.

                  To the extent Pre-Tax Contributions which meet the
                  requirements of (i) and (ii) above constitute excess
                  deferrals, they will be taken into account for each Highly
                  Compensated Employee, but will not be taken into account for
                  any non-Highly Compensated Employee.

                           (2) in the case of a Participant who is a Highly
                  Compensated Employee for the Plan Year and is eligible to have
                  elective deferrals (or QNEC or QMAC contributions, to the
                  extent treated as elective deferrals) allocated to his or her
                  accounts under two or more cash or deferred arrangements
                  described in Code section 401(k) maintained by an Affiliated
                  Employer, the Participant's actual deferral ratio shall be
                  determined as if such elective deferrals (as well as QNEC or
                  QMAC) are made under a single arrangement, and if two or more
                  of the cash or deferred


                                      -44-


<PAGE>


                  arrangements have different Plan Years, all cash or deferred
                  arrangements ending with or within the same calendar year
                  shall be treated as a single arrangement;

                           (3) the applicable period for determining
                  Compensation for each Participant for a Plan Year shall be the
                  12-month period ending on the last day of such Plan Year;
                  PROVIDED, that to the extent permitted under regulations, the
                  Administrator may choose, on a uniform basis, to treat as the
                  applicable period only that portion of the Plan Year during
                  which the individual was a Participant;

                           (4) in the event that the Plan satisfies the
                  requirements of Code sections 401(k), 410(a)(4), or 410(b)
                  only if aggregated with one or more other plans with the same
                  plan year, or if one or more other plans with the same plan
                  year satisfy such Code sections only if aggregated with this
                  Plan, then this Section shall be applied by determining the
                  actual deferral ratios as if all such plans were a single
                  plan; and

                           (5) Pre-Tax Contributions which are made for the
                  benefit of non-Highly Compensated Employees which could be
                  used to satisfy the Code section 401(k)(3) limits but are not
                  necessary to be taken into account in order to satisfy such
                  limits, may instead be taken into account for purposes of the
                  Code section 401(m) limits to the extent permitted by Treas.
                  Regs. Section 1.401(m)-1(b)(5).

                  (c) ACTUAL DEFERRAL PERCENTAGES. The actual deferral ratios
         for all Highly Compensated Employees who are eligible for Pre-Tax
         Contributions for a Plan Year shall be averaged to determine the actual
         deferral percentage for the highly compensated group for the Plan Year,
         and the actual deferral ratios for all Employees who are not Highly
         Compensated Employees but are eligible for Pre-Tax Contributions for
         the Plan Year shall be averaged to determine the actual deferral
         percentage for the nonhighly compensated group for the Plan Year. The
         actual deferral percentages for any Plan Year must satisfy at least one
         of the following tests:

                           (1) the actual deferral percentage for the highly
                  compensated group for the Plan Year does not exceed 125% of
                  the actual deferral percentage for the nonhighly compensated
                  group for the Plan Year; or

                           (2) the excess of the actual deferral percentage for
                  the highly compensated group for the Plan Year over the actual
                  deferral percentage for the nonhighly compensated group for
                  the Plan Year does not exceed two percentage points, and the
                  actual deferral percentage for the highly compensated group
                  for the Plan Year does not exceed twice the actual deferral
                  percentage of the nonhighly compensated group for the Plan
                  Year.

         Notwithstanding the preceding, in satisfying the above tests, the
         Administrator may elect in accordance with Code section 401(k)(3),
         applicable regulations and Internal Revenue Service guidance, to use
         the actual deferral percentage for the nonhighly compensated


                                      -45-


<PAGE>


         group for the immediately preceding Plan Year for the nonhighly
         compensated group existing during such immediately preceding Plan Year,
         or such other method of applying the nondiscrimination rules as may be
         permitted by the Code or regulations issued thereunder.

                  (d) ADJUSTMENTS BY ADMINISTRATOR. If, prior to the time all
         Pre-Tax Contributions for a Plan Year have been contributed to the
         Trust, the Administrator determines that Pre-Tax Contributions are
         being made at a rate which will cause the Code section 401(k)(3) limits
         to be exceeded for the Plan Year, the Administrator may, in its sole
         discretion, limit the amount of Pre-Tax Contributions to be made with
         respect to one or more Highly Compensated Employees for the balance of
         the Plan Year by suspending or reducing Pre-Tax Contribution elections
         to the extent the Administrator deems appropriate. Any Pre-Tax
         Contributions which would otherwise be made to the Trust shall instead
         be paid to the affected Participant in cash.

                  (e) EXCESS CONTRIBUTIONS. If the Code section 401(k)(3) limits
         have not been met for a Plan Year after all contributions for the Plan
         Year have been made, the Administrator will determine the amount of
         excess contributions with respect to Participants who are Highly
         Compensated Employees. To do so, the Administrator will perform the
         following computation (which shall be used solely to determine the
         aggregate amount to be distributed under (f) and not the amount to be
         distributed to any individual): first, the actual deferral ratio of the
         Highly Compensated Employee with the highest actual deferral ratio
         shall be reduced to the extent necessary to (i) enable the Plan to
         satisfy the Code section 401(k)(3) limits or (ii) cause such employee's
         actual deferral ratio to equal the actual deferral ratio of the Highly
         Compensated Employee with the next highest actual deferral ratio, and
         then this process will be repeated until the Plan satisfies the Code
         section 401(k)(3) limits.

                  (f) DISTRIBUTION OF EXCESS CONTRIBUTIONS. The aggregate amount
         of reductions determined under (e) above shall be distributed, first,
         to the Highly Compensated Employees with the highest dollar amounts of
         Pre-Tax Contributions, pro rata, in an amount equal to the lesser of
         (i) the total amount of excess contributions for the Plan determined
         under paragraph (e) above or (ii) the amount necessary to cause the
         amount of such Employees' Pre-Tax Contributions, reduced by
         distributions under this paragraph (f), to equal the amount of the
         Pre-Tax Contributions of the Highly Compensated Employees with the next
         highest dollar amount of Pre-Tax Contributions. This process is
         repeated until the aggregate amount distributed under this paragraph
         (f) equals the amount of excess contributions determined under
         paragraph (e) above. Income on excess contributions shall be
         distributed in accordance with applicable Regulations. Any
         distributions made to a Highly Compensated Employee pursuant to this
         subsection (f) shall be made first from the unmatched portion of his or
         her Pre-Tax Contributions, and second, to the extent that the aggregate
         amount of distributions to be made to a Highly Compensated Employee
         exceeds his or her unmatched Pre-Tax Contributions, from the matched
         portion of his or her Pre-Tax Contribution Account.


                                      -46-


<PAGE>


                  (g) SPECIAL RULES. For purposes of distributing excess
         contributions, the amount of excess contributions that may be
         distributed with respect to a Highly Compensated Employee for a Plan
         Year shall be reduced by the amount of excess deferrals previously
         distributed to the Highly Compensated Employee for his or her taxable
         year ending with or within such Plan Year.

                  (h) RECORDKEEPING REQUIREMENT. The Administrator, on behalf of
         the Participating Employers, shall maintain such records as are
         necessary to demonstrate compliance with the Code section 401(k)(3)
         limits, including the extent to which QNECs and QMACs are taken into
         account in determining the actual deferral ratios.

                  (i) EFFECT ON MATCHING CONTRIBUTIONS. A Participant's Pre-Tax
         Contributions which are returned as a result of the Code section
         401(k)(3) limits for a Plan Year shall not be taken into account in
         determining the amount of Matching Contributions to be made for the
         Participant's benefit for the Year. To the extent Matching
         Contributions have already been made with respect to the Pre-Tax
         Contributions at the time the Pre-Tax Contributions are determined to
         be excess contributions, such Matching Contributions shall be
         distributed to the Participant at the same time as the Pre-Tax
         Contributions are returned or recharacterized.

                  (j) EXCISE TAX WHERE FAILURE TO CORRECT. If the excess
         contributions are not corrected within 2 1/2 months after the close of
         the Plan Year to which they relate, the Participating Employers will be
         liable for a ten percent (10%) excise tax on the amount of excess
         contributions attributable to them, to the extent provided by Code
         section 4979. QNECs and QMACs properly taken into account under this
         Section for the Plan Year may enable the Plan to avoid having excess
         contributions, even if the contributions are made after the close of
         the 2 1/2 month period.

         I.5. ACP TESTS, ETC.

                  (a) IN GENERAL. Matching Contributions and Employee After-Tax
         Contributions are subject to the limits of Code section 401(m), as more
         fully described below. When used in this Section I.5, the term
         "Matching Contribution" shall be deemed (i) to include any QNEC which
         is used to satisfy the ADP tests described in this Section and, to the
         extent consistent with Treas. Regs. Section 1.401(m)-1(b)(5), any
         Pre-Tax Contributions not taken into account in applying the ADP tests
         described in Section I.4 above; and (ii) to exclude any QMAC.

                  (b) ACTUAL CONTRIBUTION RATIOS. For each Plan Year, the
         Administrator will determine the "actual contribution ratio" for each
         Participant who is eligible for Matching Contributions and/or Employee
         After-Tax Contributions. The actual contribution ratio shall be the
         ratio, calculated to the nearest one-hundredth of one percent, of the
         sum of the Matching Contributions and Employee After-Tax Contributions
         made by or on behalf of the Participant for the Plan Year, to the
         Participant's Compensation for the Plan Year. For purposes of
         determining a Participant's actual contribution ratio,


                                      -47-


<PAGE>


                           (1) a Matching Contribution will be taken into
                  account only if the Contribution is allocated to a
                  Participant's Account as of a date within the Plan Year, is
                  actually paid to the Trust no later than twelve (12) months
                  after the close of the Plan Year, and is made on behalf of a
                  Participant on account of the Participant's Pre-Tax
                  Contributions for the Plan Year;

                           (2) in the case of a Participant who is a Highly
                  Compensated Employee for the Plan Year and is eligible to have
                  Matching Contributions or Employee After-Tax Contributions
                  allocated to his or her accounts under two or more plans
                  maintained by an Affiliated Employer which may be aggregated
                  for purposes of Code sections 410(b) and 401(a)(4), the
                  Participant's actual contribution ratio shall be determined as
                  if such contributions are made under a single plan, and if two
                  or more of the plans have different Plan Years, all plans
                  ending with or within the same calendar year shall be treated
                  as a single plan;

                           (3) the applicable period for determining
                  Compensation for each Participant for a Plan Year shall be the
                  12-month period ending on the last day of such Plan Year;
                  PROVIDED, that to the extent permitted under Regulations, the
                  Administrator may choose, on a uniform basis, to treat as the
                  applicable period only that portion of the Plan Year during
                  which the individual was a Participant;

                           (4) in the event that the Plan satisfies the
                  requirements of Code sections 401(k), 410(a)(4), or 410(b)
                  only if aggregated with one or more other plans with the same
                  plan year, or if one or more other plans with the same Plan
                  Year satisfy such Code sections only if aggregated with this
                  Plan, then this Section shall be applied by determining the
                  actual deferral ratios as if all such plans were a single
                  plan;

                  (c) ACTUAL CONTRIBUTION PERCENTAGES. The actual contribution
         ratios for all Highly Compensated Employees who are eligible to make
         Employee After-Tax Contributions or to share in Matching Contributions
         for a Plan Year shall be averaged to determine the actual contribution
         percentage for the highly compensated group for the Plan Year, and the
         actual contribution ratios for all Employees who are not Highly
         Compensated Employees but are eligible to make Employee After-Tax
         Contributions or to share in Matching Contributions for the Plan Year
         shall be averaged to determine the actual contribution percentage for
         the nonhighly compensated group for the Plan Year. The actual
         contribution percentages for any Plan Year must satisfy at least one of
         the following tests:

                           (1) The actual contribution percentage for the highly
                  compensated group for the Plan Year does not exceed 125% of
                  the actual contribution percentage for the nonhighly
                  compensated group for the Plan Year; or

                           (2) The excess of the actual contribution percentage
                  for the highly compensated group for the Plan Year over the
                  actual contribution percentage for


                                      -48-


<PAGE>


                  the nonhighly compensated group for the Plan Year does not
                  exceed two percentage points, and the actual contribution
                  percentage for the highly compensated group for the Plan Year
                  does not exceed twice the actual contribution percentage of
                  the nonhighly compensated group for the Plan Year.

         Notwithstanding the preceding, in satisfying the above tests, the
         Administrator may elect in accordance with Code section 401(k)(3),
         applicable regulations and Internal Revenue Service guidance, to use
         the actual deferral percentage for the nonhighly compensated group for
         the immediately preceding Plan Year for the nonhighly compensated group
         existing during such immediately preceding Plan Year, or such other
         method of applying the nondiscrimination rules as may be permitted by
         the Code or regulations issued thereunder.

              (d) MULTIPLE USE TEST. In the event that (i) the actual deferral
         percentage and actual contribution percentage for the highly
         compensated group each exceed 125% of the respective actual deferral
         and actual contribution percentages for the nonhighly compensated
         group, and (ii) the sum of the actual deferral percentage and the
         actual contribution percentage for the highly compensated group
         exceeds the "aggregate limit" within the meaning of Treas. Regs.
         Section 1.401(m)-2(b)(3), the Administrator shall reduce the amount of
         Matching Contributions and/or Employee After-Tax Contributions made
         for the benefit of Highly Compensated Employees who had both an actual
         deferral ratio and an actual contribution ratio to the extent required
         by Treas. Regs. Section 1.401(m)-2(b)(3) and in the same manner as
         described in paragraphs (f) and (g) below. The multiple use test
         described in Treas. Regs. Section 1.401(m)-2 and this Section shall
         not apply for Plan Years beginning on or after January 1, 2002.

              (e) ADJUSTMENTS BY ADMINISTRATOR. If, prior to the time all
         Matching Contributions for a Plan Year have been contributed to the
         Trust, the Administrator determines that such Contributions are being
         made at a rate which will cause the Code section 401(m) limits to be
         exceeded for the Plan Year, the Administrator may, in its sole
         discretion, limit the amount of such Contributions to be made with
         respect to one or more Highly Compensated Employees for the balance of
         the Plan Year by limiting the amount of such Contributions to the
         extent the Administrator deems appropriate.

              (f) EXCESS AGGREGATE CONTRIBUTIONS. If the Code section 401(m)
         limits have not been satisfied for a Plan Year after all contributions
         for the Plan Year have been made, the excess of the aggregate amount of
         the Matching Contributions (and any QNECs or Pre-Tax Contributions
         taken into account in computing the actual contribution percentages)
         actually made on behalf of Highly Compensated Employees for the Plan
         Year over the maximum amount of such contributions permitted under Code
         section 401(m)(2)(A) shall be considered to be "excess aggregate
         contributions." The Administrator shall determine the amount of excess
         aggregate contributions. To do so, the Administrator will perform the
         following computation (which shall be used solely to determine the
         aggregate amount to be distributed under (g) and not the amount to be
         distributed to any individual): first, the actual contribution ratio of
         the Highly


                                      -49-


<PAGE>


         Compensated Employee with the highest actual contribution ratio shall
         be reduced to the extent necessary to (i) enable the Plan to satisfy
         the Code section 401(m) limits or (ii) cause such employee's actual
         contribution ratio to equal the actual contribution ratio of the
         Highly Compensated Employee with the next highest actual contribution
         ratio, and second this process will be repeated until the Plan
         satisfies the Code section 401(m) limits. In no event will excess
         aggregate contributions remain unallocated or be allocated to a
         suspense account for allocation in a future Plan Year.

              (g) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS. The
         aggregate amount of reductions determined under (f) above shall be
         distributed first to the Highly Compensated Employees with the highest
         dollar amounts of Matching Contributions (and any QNECs or Pre-Tax
         Contributions taken into account in computing actual contribution
         percentages), pro rata, in an amount equal to the lesser of (i) the
         total amount of excess aggregate contributions for the Plan determined
         under paragraph (f) above or (ii) the amount necessary to cause the
         amount of such Employees' Matching Contributions (and any QNECs or
         Pre-Tax Contributions taken into account in computing actual
         contribution percentages) to equal the amount of the Matching
         Contributions (and any QNECs or Pre-Tax Contributions taken into
         account in computing actual contribution percentages) of the Highly
         Compensated Employees with the next highest dollar amount of Marching
         Contributions (and any QNECs or Pre-Tax Contributions taken into
         account in computing actual contribution percentages). This process is
         repeated until the aggregate amount distributed under this paragraph
         (g) equals the amount of excess aggregate contributions determined
         under paragraph (f) above. Income on excess aggregate contributions
         shall be distributed in accordance with applicable Regulations.
         Distribution of excess aggregate contributions will be made after the
         close of the Plan Year to which the contributions relate, but within
         twelve (12) months after the close of such Plan Year. Excess aggregate
         contributions shall be treated as employer contributions for purposes
         of Code sections 401(a)(4), 404, and 415 even if distributed from the
         Plan. Notwithstanding the foregoing, to the extent a Participant would
         receive a distribution of excess aggregate contributions pursuant to
         this Section which relate to Matching Contributions in which the
         Participant does not have a vested interest, such portion of the excess
         aggregate contributions shall be forfeited.

              (h) SPECIAL RULES. For purposes of distributing excess aggregate
         contributions, distribution of excess aggregate contributions (in each
         case adjusted for income or loss) shall be accomplished in the
         following order: first, Employee After-Tax Contributions; and second,
         Matching Contributions.

              (i) RECORDKEEPING REQUIREMENT. The Administrator, on behalf of
         the Participating Employers, shall maintain such records as are
         necessary to demonstrate compliance with the Code section 401(m)
         limits, including the extent to which Pre-Tax Contributions and QNECs
         are taken into account in determining the actual contribution ratios.


                                      -50-


<PAGE>


APPENDIX II -- SPECIAL TOP HEAVY PROVISIONS

     II.1. PROVISIONS TO APPLY. The provisions of this Appendix II shall apply
for any top-heavy Plan Year notwithstanding anything to the contrary in this
Plan. All determinations hereunder will be made in accordance with the
provisions of Code section 416 and the regulations promulgated thereunder, which
are specifically incorporated herein by reference.

     II.2. MINIMUM CONTRIBUTION. For any Plan Year which is a top-heavy plan
year, the Participating Employers shall contribute to the Trust a minimum
contribution on behalf of each Participant who is not a key employee for such
year and who has not separated from service by the end of the Plan Year. The
minimum contribution shall, in general, equal three percent (3%) of each such
Participant's "compensation" as defined in Treas. Regs. Section 1.415-2(d)(2)
(taking into account the exclusions described in Treas. Regs. Section
1.415-2(d)(3)), but shall be subject to the following special rules:

                  (a) If the largest Participating Employer contribution on
         behalf of a key employee for such year, expressed as a percentage of
         "compensation" (as so defined), is less than three percent (3%), such
         lesser percentage shall be the minimum rate of contribution percentage
         for Participants who are not key employees. This special rule shall not
         apply, however, if this Plan is required to be included in an
         aggregation group and enables a defined benefit plan to meet the
         requirements of Code section 410(a)(4) or 410.

                  (b) No minimum contribution will be required with respect to a
         Participant who is also covered by another top-heavy defined
         contribution plan of an Affiliated Employer which meets the vesting
         requirements of Code section 416(b) and under which the Participant
         receives the top-heavy minimum contribution.

                  (c) No minimum contribution will be required with respect to
         any Participant who is also covered by a top-heavy defined benefit plan
         of an Affiliated Employer and who receives the top-heavy defined
         benefit minimum (within the meaning of Code section 416(c)(1) and the
         Regulations thereunder) under such defined benefit plan.

                  (d) Discretionary Employer Contributions (other than any such
         contributions treated as QNECs) will count toward satisfying the
         minimum contribution required with respect to any Participant who is
         not a key employee; PROVIDED, that for Plan Years beginning on or after
         January 1, 2002, Matching Contributions shall be taken into account for
         purposes of satisfying the minimum contribution requirements of Code
         section 416(c)(2). Matching Contributions that are used to satisfy the
         minimum contribution requirements shall be treated as Matching
         Contributions for purposes of the actual contribution percentage test
         and other requirements of Code section 401(m).

                  (e) Any additional minimum contribution made for the benefit
         of a Participant under this Section shall be credited to the
         Participant's Discretionary Employer Contribution Account as soon as
         practicable after the close of the Plan Year for which such
         contribution is made.


                                      -51-


<PAGE>


     II.3. SPECIAL VESTING SCHEDULE. In the case of any Employee who is a
Participant at any time during a top-heavy plan year, the determination of such
Employer's vested and nonforfeitable interest in his or her Discretionary
Employer Contribution Account shall be determined under Section 11.2 by
substituting the following alternative vesting schedule for the seven-year
vesting schedule set forth in said Section 11.2:

                  Applicable
                  Years of Service  Nonforfeitable Percentage
                  ----------------  -------------------------
                  less than 2                         0%
                  2 but less than 3                  20%
                  3 but less than 4                  40%
                  4 but less than 5                  60%
                  5 but less than 6                  80%
                  6 or more                         100%

     II.4. DEFINITIONS. For purposes of these top-heavy provisions, the
following terms have the following meanings:

                  (a) "key employee" means a key employee described in Code
         section 416(i)(1), as in effect, a "non-key employee" means any
         employee who is not a key employee (including employees who are former
         key employees); and

                  (b) "top-heavy plan year" means a Plan Year if the sum of the
         Account balances of all key employees under the Plan and each other
         defined contribution plan (as of the applicable determination date of
         each such plan) which is aggregated with the Plan, plus the sum of the
         present values of the total accrued benefits of all key employees under
         each defined benefit plan (as of the applicable determination date of
         each such plan) which is aggregated with the Plan exceeds sixty percent
         (60%) of the sum of such amounts for all Employees (including, for
         purposes of this paragraph (b), any person employed by an Affiliated
         Employer) and former Employees (other than former key employees, but
         including Beneficiaries of former Employees) under the Plan and all
         such plans. For Plan Years beginning prior to December 31, 2001, such
         Account balances shall be increased by any part of any Account balance
         distributed in the 5 year period ending on the determination date(s).
         For Plan Years beginning after December 31, 2001, the Account balances
         shall be increased by distributions made during the 1-year period
         ending on the determination date(s) (including distributions under a
         terminated plan, which, had it not been terminated, would have been
         aggregated with the Plan under Code section 416(g)(2)(A)(i)); PROVIDED,
         that with respect to distributions made for a reason other than
         severance from employment, death, or disability, the preceding clause
         shall be applied by substituting "5-year period" for "1-year period".
         For purposes of these determinations:

                           (i) The term "determination date" means, with respect
                  to the initial plan year of a plan, the last day of such plan
                  year and, with respect to any other plan


                                      -52-


<PAGE>


                  year of a plan, the last day of the preceding plan year of
                  such plan. The term "applicable determination date" means,
                  with respect to the Plan, the determination date for the
                  Plan Year of reference and, with respect to any other plan,
                  the determination date for any plan year of such plan which
                  falls within the same calendar year as the applicable
                  determination date of the Plan.

                           (ii) Accrued benefits or account balances under a
                  plan will be determined as of the most recent valuation date
                  of the plan in that 12-month period ending on the applicable
                  determination date of the plan; PROVIDED, that in the case of
                  a defined benefit plan such valuation date must be the same
                  date as is employed for minimum funding purposes, and in the
                  case of a defined contribution plan the value so determined
                  will be adjusted for contributions made after the valuation
                  date to the extent required by applicable Regulations.

                           (iii) If any individual has not received any
                  compensation from an Affiliated Employer maintaining a plan
                  (other than benefits under the plan) at any time during the
                  5-year period ending on the applicable determination date (or,
                  for Plan Years beginning after December 31, 2001, the 1-year
                  period ending on the applicable determination date) with
                  respect to such plan, any accrued benefit for such individual
                  (and the account of such individual) under such plan shall not
                  be taken into account.

                           (iv) Each plan of an Affiliated Employer (whether or
                  not terminated) in which a key employee participates, and any
                  other plan of an Affiliated Employer which enables a plan
                  referred to in the preceding clause to satisfy the
                  requirements of Code sections 401(a)(4) and 410, shall be
                  aggregated with the Plan. Any plan of an Affiliated Employer
                  not required to be aggregated with the Plan may nevertheless,
                  at the discretion of the Administrator, be aggregated with the
                  Plan if the benefits and coverage of all aggregate plans would
                  continue to satisfy the requirements of Code sections
                  401(a)(4) and 410.

                           (v) The determination of the present value of accrued
                  benefits under a defined benefit plan shall be made on the
                  basis of the funding assumptions employed by such plan.


                                      -53-