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                                                                   EXHIBIT 10.28

                        DALLAS SEMICONDUCTOR CORPORATION


                         EXECUTIVES RETIREE MEDICAL PLAN


                           (EFFECTIVE OCTOBER 1, 1999)



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                                TABLE OF CONTENTS

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ARTICLE I - INTRODUCTION.....................................................................1

        1.1    Purpose of Plan...............................................................1
        1.2    Medical Care Plan Status......................................................1


ARTICLE II - DEFINITIONS.....................................................................2

        2.1    "Administrator"...............................................................2
        2.2    "Board".......................................................................2
        2.3    "Board Member"................................................................2
        2.4    "Code"........................................................................2
        2.5    "Covered Dependent"...........................................................2
        2.6    "Creditable Coverage".........................................................2
        2.7    "Dependent"...................................................................3
        2.8    "Director"....................................................................3
        2.9    "Effective Date"..............................................................3
        2.10   "Eligible Employee"...........................................................3
        2.11   "Eligible Individual".........................................................3
        2.12   "Eligible Retiree"............................................................3
        2.13   "Employer"....................................................................3
        2.14   "Enrollment Date".............................................................3
        2.15   "Enrollment Period"...........................................................4
        2.16   "ERISA".......................................................................4
        2.17   "Excepted Benefits":..........................................................4
        2.18   "FMLA"........................................................................5
        2.19   "Genetic Information".........................................................5
        2.20   "Health Status - Related Factor"..............................................5
        2.21   "Late Enrollee"...............................................................5
        2.22   "Manager".....................................................................5
        2.23   "Military Leave"..............................................................5
        2.24   "Officer".....................................................................5
        2.25   "Participant".................................................................6
        2.26   "Participating Employer"......................................................6
        2.27   "Placed for Adoption".........................................................6
        2.28   "Plan"........................................................................6
        2.29   "Plan Year"...................................................................6
        2.30   "Policy"......................................................................6
        2.31   "Pre-existing Condition"......................................................6
        2.32   "Pre-existing Condition Exclusion"............................................6
        2.33   "Qualified Medical Child Support Order".......................................6
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        2.34   "Qualified Medical Expense"...................................................6
        2.35   "Retirement" and "Retire".....................................................7
        2.36   "Sponsor".....................................................................7
        2.37   "Spouse"......................................................................7
        2.38   "USERRA"......................................................................7
        2.39   "Waiting Period"..............................................................7


ARTICLE III - PARTICIPATION..................................................................7

        3.1    Eligibility to Participate....................................................7
        3.2    Commencement of Participation.................................................8
        3.3    Cessation of Participation....................................................8
        3.4    USERRA Reinstatement Rules....................................................9
        3.5    FMLA Compliance...............................................................9
        3.6    Reinstatement of Former Participant..........................................10
        3.7    No Eligibility Discrimination Due to Health..................................10
        3.8    Special Enrollments..........................................................10


ARTICLE IV - ELECTION TO RECEIVE MEDICAL CARE BENEFITS......................................11

        4.1    Election of Benefit Options..................................................11
        4.2    Election Procedure...........................................................12
        4.3    No Premium Discrimination Due to Health......................................12


ARTICLE V - MEDICAL CARE BENEFITS...........................................................12

        5.1    Benefits.....................................................................12
        5.2    Pre-existing Conditions......................................................12
        5.3    Notification of Enrollment Rights............................................14
        5.4    Newborns' and Mothers' Health Protection Act of 1996.........................14
        5.5    Mental Health Parity Act of 1996.............................................14
        5.6    Women's Health and Cancer Rights Act of 1998.................................15


ARTICLE VI - PAYMENT OF MEDICAL CARE EXPENSE REIMBURSEMENTS.................................15

        6.1    Claims Procedure.............................................................15
        6.2    Reimbursement of Expenses....................................................15


ARTICLE VII - COORDINATION OF BENEFITS......................................................15

        7.1    Explanation..................................................................15
        7.2    Definitions..................................................................16
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        7.3    Coordination of Benefits Procedure...........................................16
        7.4    Existence of Other Group Plans...............................................18
        7.5    Recovery and Payment of Benefits.............................................18
        7.6    Coordination with Medicare, Medicaid and CHAMPUS.............................19
        7.7    Subrogation..................................................................20


ARTICLE VIII - TERMINATION OF PARTICIPATION.................................................21

        8.1    Limitation on Covered Expenses...............................................21
        8.2    Date of Policy Coverage Termination..........................................21


ARTICLE IX - CONTINUATION COVERAGE UNDER "COBRA"............................................22

        9.1    Special Definitions..........................................................22
        9.2    Entitlement to Continuation Coverage.........................................23
        9.3    Notice Required..............................................................23
        9.4    Election of Continuation Coverage............................................24
        9.5    Premiums.....................................................................24
        9.6    Period of Continuation Coverage..............................................24
        9.7    Expiration of Continuation Coverage..........................................26


ARTICLE X - FUNDING.........................................................................26

ARTICLE XI - ADMINISTRATION.................................................................27

        11.1   Named Fiduciary..............................................................27
        11.2   Allocation of Fiduciary Responsibilities.....................................27
        11.3   Records......................................................................27
        11.4   Appointment of Committee.....................................................28
        11.5   Actions of Committee.........................................................28
        11.6   Other Powers and Duties of the Administrator.................................28
        11.7   Indemnification..............................................................29
        11.8   Reliance on Tables, Etc......................................................30
        11.9   Claims and Review Procedures.................................................30
        11.10  Participant's Responsibilities...............................................31
        11.11  Missing Persons..............................................................31
        11.12  Nondiscriminatory Exercise of Authority......................................31
        11.13  Expenses.....................................................................31


ARTICLE XII - AMENDMENT OR TERMINATION OF PLAN..............................................32

        12.1   Amendment of Plan............................................................32
        12.2   Termination of Plan..........................................................32
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ARTICLE XIII - MISCELLANEOUS................................................................32

        13.1   Information to be Furnished..................................................32
        13.2   Limitation of Rights.........................................................32
        13.3   Benefits Not Solely from Policy..............................................32
        13.4   Nonassignability of Rights...................................................33
        13.5   No Guarantee of Tax Consequences.............................................33
        13.6   Severability.................................................................33
        13.7   Construction of Terms........................................................33
        13.8   Choice of Law/Jurisdiction and Venue.........................................33
        13.9   No Vested Interest...........................................................33
        13.10  No Guarantee of Employment...................................................33
        13.11  Adoption by Successor Employer or Affiliates.................................34
        13.12  Bonding......................................................................34


ARTICLE XIV - QUALIFIED MEDICAL CHILD SUPPORT ORDERS........................................34

        14.1   Notification of Receipt of Child Support Order...............................34
        14.2   Procedures to Determine if Medical Child Support Order is a Qualified
               Medical Child Support Order..................................................35
        14.3   Treatment of Alternate Recipient under Qualified Medical Child Support
               Order........................................................................36
        14.4   Cost of Qualified Medical Child Support Order Benefits.......................36
        14.5   Qualified Medical Child Support Order and Medicaid...........................37
        14.6   Payments or Reimbursements under a Qualified Medical Child Support
               Order........................................................................37
        14.7   Alternate Recipient..........................................................37


ARTICLE XV - POLICY.........................................................................37

ARTICLE XVI - PARTICIPATING EMPLOYERS.......................................................37

        16.1   Adoption by Other Employers..................................................37
        16.2   Requirements of Participating Employers......................................38
        16.3   Designation of Agent.........................................................38
        16.4   Transfers....................................................................38
        16.5   Participating Employer's Contribution........................................38
        16.6   Discontinuance of Participation..............................................38
        16.7   Administrator's Authority....................................................39
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                                   ARTICLE I
                                  INTRODUCTION


        1.1 PURPOSE OF PLAN. The purpose of this Plan is to enable the Sponsor
to provide retiree (and limited other) medical care benefits to (a) Board
Members during the term of their service as a Board Member on behalf of the
Sponsor, and (b) to Board Members and to Eligible Retirees upon their Retirement
from the employment, or service as a Board Member, as applicable, of the Sponsor
or any other Participating Employers. On the Effective Date, the Plan makes
available to Participants the medical insurance described in the Policy attached
as Exhibit A.

        Board Members, Officers and Spouses are to get lifetime coverage and
benefits under this Plan. Each other Participant and his spouse are to get
coverage and benefits under the Plan until the covered individual reaches his
(or her, as appropriate) 65th birthday. Covered Dependents (other than a spouse)
of a Participant who is not a Board Member or Officer are to get coverages and
benefits until the Participant's 65th birthday.

        The specific medical coverages and benefits available to Participants
are identified in the Policy. In the event a Policy is not in effect at the time
a qualifying expense was incurred, the specific medical coverages and benefits
available at that time will be those identified in the Policy most recently in
effect immediately prior to the date the expense was incurred.

        Notwithstanding anything in the Plan to the contrary, the Plan is
intended to provide medical coverage and benefits without regard to whether a
Policy is in effect at a particular time. Except for the coordination of
benefits as required by ARTICLE VII, the benefits and coverages under this Plan
shall not decrease or be reduced in the aggregate or individually by more than
an immaterial amount during the life of this Plan, except as provided in SECTION
12.1 The Sponsor will select and utilize a Policy or Policies that provides
medical coverages and benefits that are not worse than the coverages and
benefits provided by Sponsor to active employees of the Sponsor outside of this
Plan at the time the Policy or Policies were selected, and in the event that it
is determined the Sponsor has attempted to reduce benefits and coverages in an
effort to circumvent the restrictions of this Section and its obligations under
the Plan, notwithstanding anything to the contrary in this Plan, (i) the Plan
shall provide, for the remainder of the Plan's existence, the most valuable
benefits and coverages the Plan provided at any time during the Plan's existence
up to that time, and (ii) the Sponsor shall obtain and maintain insurance
providing coverage and benefits at least as good as those required under this
paragraph.

        1.2 MEDICAL CARE PLAN STATUS. This Plan is intended to qualify as a
"medical care plan" under sections 105 and 106 of the Code, and is to be
interpreted in a manner consistent with the requirements of sections 105 and 106
of the Code. It is intended that the value of medical coverage be excluded from
the Participants' income under Code section 106, to the extent applicable.



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        The Plan is intended to satisfy all applicable requirements of the Code
and its regulations. This Plan is also intended to satisfy those requirements of
ERISA which are applicable to employee medical plans. Nothing in the Plan shall
be construed as requiring compliance with Code or ERISA provisions that do not
otherwise apply.

                                   ARTICLE II
                                   DEFINITIONS

        Whenever used in this document, the following terms have the following
meanings unless a different meaning is clearly required by the context, and
defined terms from the Policy are incorporated in this document by reference,
but only to the extent that such terms are not inconsistent with the following
definitions:

        2.1 "ADMINISTRATOR" means the Sponsor, which shall be the plan
administrator within the meaning of ERISA section 3(16).

        2.2 "BOARD" means the Board of Directors of the Sponsor.

        2.3 "BOARD MEMBER" means each person listed on Exhibit D to the Plan.

        2.4 "CODE" means the Internal Revenue Code of 1986, as amended.

        2.5 "COVERED DEPENDENT" means an individual who qualifies as a Dependent
or as a Spouse under this Plan and who was enrolled by a Participant under this
Plan when he was a Participant under this Plan.

        2.6 "CREDITABLE COVERAGE" means, with respect to an individual, coverage
of the individual under any of the following:

                (a)     A group health plan;

                (b)     Health insurance coverage-,

                (c)     Part A or part B of title XVIII of the Social Security
                        Act;

                (d)     Title XIX of the Social Security Act, other than
                        coverage consisting solely of benefits under section
                        1928;

                (e)     Chapter 55 of title 10, United States Code;

                (f)     A medical care program of the Indian Health Service or
                        of a tribal organization;

                (g)     A State health benefits risk pool;

                (h)     A health plan offered under chapter 99 of title 5,
                        United States Code;



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                (i)     A public health plan (as defined in Federal
                        regulations);

                (j)     A health benefit plan under section 5(e) of the Peace
                        Corps Act (22 U.S.C. 2504(e); or

                (k)     A state uninsured children's health insurance program.

        Such term does not include coverage consisting solely of coverage of
Excepted Benefits.

        2.7 "DEPENDENT" means any person who is a dependent of a Participant
(including, without limitation, a Participant's spouse on the date of his
Retirement) and who satisfies the definition of "dependent" in the Policy in
effect on the date of the Participant's Retirement, or if none, in the last
Policy in effect immediately prior to the Participant's Retirement.

        2.8 "DIRECTOR" means the title awarded by an Employer to employees (who
are not members of the Board) in certain job classifications as specified on its
books and records.

        2.9 "EFFECTIVE DATE" means October 1, 1999, the effective date of the
Plan, except where expressly stated otherwise in this document.

        2.10 "ELIGIBLE EMPLOYEE" means (i) each Officer of the Sponsor on the
Effective Date, (ii) each common-law employee of an Employer who was designated
on the books and records of the Employer as a "functionally equivalent" officer
on the Effective Date and who shared in the contribution made on June 12, 1998,
to the Dallas Semiconductor Corporation Executive Deferred Compensation Plan,
(iii) each common-law employee of an Employer, on the Effective Date, who, on
the Effective Date (or within the five (5) calendar year period preceding the
Effective Date), also held the title of Director or was the Sponsor's corporate
controller, and (iv) each common-law employee of an Employer, on the Effective
Date, who, on the Effective Date, held the position of Manager and was required
to report for operating purposes directly to the Sponsor's President and Chief
Executive Officer. Each person who was an Eligible Employee on the Effective
Date is listed on either Exhibit C or Exhibit F to the Plan.

        2.11 "ELIGIBLE INDIVIDUAL" means a Board Member or an Eligible Retiree,
as appropriate, who has satisfied (i) the requirements of Article III to be
eligible to participate in the Plan, and (ii) the eligibility requirements
stated in the Policy.

        2.12 "ELIGIBLE RETIREE" means an Eligible Employee who has Retired after
the Effective Date.

        2.13 "EMPLOYER" means the Sponsor and each Participating Employer which
shall adopt this Plan under Article XVI.

        2.14 "ENROLLMENT DATE" means the earlier of (i) the last day of an
Enrollment Period during which an Eligible Individual did not elect under
SECTION 3.2 to not be a Participant, or (ii) the first day of the period that
must pass under ARTICLE III, if any, before an Eligible Employee, Board Member
or Dependent, as appropriate, is eligible to be covered for benefits under the
Plan.



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        2.15 "ENROLLMENT PERIOD" means (i) in the case of an Eligible Retiree,
the thirty (30) day period occurring after the Eligible Retiree's Retirement
during which an Eligible Retiree may refuse in writing under Section 3.2 to
participate under the Plan, and (ii) in the case of a Board Member, the thirty
(30) day period occurring immediately after the Effective Date.

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

        2.17 "EXCEPTED BENEFITS" means the following:

                (a)     benefits not subject to the requirements regarding
                        Creditable Coverage:

                        (1)     coverage only for accident or disability income
                                insurance or any combination thereof,

                        (2)     coverage issued as a supplement to liability
                                insurance;

                        (3)     liability insurance, including general liability
                                insurance and automobile liability insurance;

                        (4)     workers' compensation or similar insurance,

                        (5)     automobile medical payment insurance;

                        (6)     credit-only insurance;

                        (7)     coverage for on-site medical clinics; and

                        (8)     other similar insurance coverage, specified in
                                regulations, under which benefits for medical
                                care are secondary or incidental to other
                                insurance benefits.

                (b)     If offered separately:

                        (1)     limited scope dental or vision benefits;

                        (2)     benefits for long-term care, nursing home care,
                                home health care, community based care, or any
                                combination thereof,

                        (3)     other similar limited benefits as specified in
                                regulations.

                (c)     If offered as independent non-coordinated benefits
                        (separate consent or policy, no coordination of benefits
                        with any other plan sponsored by the employer):

                        (1)     coverage for a specified disease or illness;

                        (2)     hospital indemnity or other fixed indemnity
                                insurance.



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                (d)     If offered as separate insurance policy, Medicare
                        supplemental health insurance and similar supplemental
                        coverage.

        2.18 "FMLA" means the Family and Medical Leave Act of 1993, as amended.

        2.19 "GENETIC INFORMATION" means information about genes, gene products,
and inherited characteristics that may derive from the individual or a family
member. This includes information regarding carrier status and information
derived from laboratory tests that identify mutations in specific genes or
chromosomes, physical medical examinations, family histories, and direct
analysis of genes or chromosomes.

        2.20 "HEALTH STATUS - RELATED FACTOR" means the following factors:

                (a)     health status,

                (b)     medical condition (include both physical and mental
                        illnesses),

                (c)     claims experience,

                (d)     receipt of health care,

                (e)     medical history,

                (f)     Genetic Information,

                (g)     evidence of insurability (including conditions arising
                        out of acts of domestic violence), and

                (h)     disability.

        2.21 "LATE ENROLLEE" means a Participant or Covered Dependent who
enrolled under this Plan other than during his first Enrollment Period or a
Special Enrollment Period.

        2.22 "MANAGER" means the title awarded by an Employer to employees in
certain job classifications as specified on its books and records.

        2.23 "MILITARY LEAVE" means the absence due to the performance of duty
on a voluntary or involuntary basis under competent authority in (i) the Armed
Forces, (ii) the Army National Guard and the Air National Guard when engaged in
active duty for training, inactive duty training, or full-time National Guard
duty, (iii) the commissioned corps of the Public Health Service, and (iv) other
categories of persons designated by the President in time of war or emergency
for a period of up to thirty (30) days during which a person who previously
qualified as an employee is not employed on a full-time basis solely because the
person is engaged in active military service for the United States government.

        2.24 "OFFICER" means each person listed on Exhibit C to the Plan.



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        2.25 "PARTICIPANT" means any Eligible Individual who has elected to
participate in the Plan in accordance with ARTICLE III.

        2.26 "PARTICIPATING EMPLOYER" means any entity which has adopted this
Plan pursuant to ARTICLE XVI.

        2.27 "PLACED FOR ADOPTION" means the assumption and retention by an
Eligible Employee of a legal obligation for the total or partial support of an
individual in anticipation of adoption of a child prior to the date on which
such child attains age eighteen (18). A child's status as having been Placed for
Adoption ends on the date that the Eligible Employee's legal obligation
described in this Section ends.

        2.28 "PLAN" means the Dallas Semiconductor Corporation Executives
Retiree Medical Plan, as set forth in this document, and any and all amendments,
schedules and supplements to this document.

        2.29 "PLAN YEAR" means the period beginning on the Effective Date and
ending on the following December 31 and, thereafter, the fiscal year beginning
on each January 1 (starting on January 1, 2000) and ending on the following
December 31.

        2.30 "POLICY" means the fully-insured medical insurance policy or
policies described on Exhibit A attached to this Plan, as such Exhibit A existed
on the Effective Date or as it may be amended in the future.

        2.31 "PRE-EXISTING CONDITION" means a condition (whether physical or
mental), regardless of the cause of the condition, for which medical advice,
diagnosis, care or treatment was recommended or received within the six (6)
month period ending on the Enrollment Date.

        2.32 "PRE-EXISTING CONDITION EXCLUSION" means with respect to coverage,
a limitation or exclusion of benefits relating to a condition based on the fact
that the condition was present before the date of enrollment for such coverage,
whether or not any medical advice, diagnosis, care or treatment was recommended
or received before such date. Genetic Information is not a Pre-existing
Condition in the absence of a diagnosis of the condition related to such
information.

        2.33 "QUALIFIED MEDICAL CHILD SUPPORT ORDER" means any judgment, decree,
order (including a settlement agreement), administrative notice or National
Medical Support Notice (defined in section 609(a)(5)(C) of ERISA) which
satisfies the requirements set forth in ARTICLE XIV.

        2.34 "QUALIFIED MEDICAL EXPENSE" means an expense incurred by a
Participant, by the Participant's spouse or by a Dependent of such Participant
for medical care as defined in Code section 213, including, without limitation,
amounts paid for hospital bills and doctor bills, but only to the extent that
(i) the Participant or other person is not reimbursed for the expense through
insurance or otherwise, other than under the Plan, and (ii) the expense is not
taken into account as a deduction by the Participant on his Internal Revenue
Service Form 1040; provided, however, that notwithstanding anything in this
document to the contrary, a Qualified Medical



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Expense shall be limited to only those expenses covered under the Policy, if a
Policy is in effect, and if no Policy is in effect so that the expense is
covered by Policy, to only those expenses covered under the Policy last in
effect immediately prior to the date the expense was incurred.

        2.35 "RETIREMENT" and "RETIRE" mean (i) an Eligible Employee's
termination of employment with an Employer, voluntarily or involuntarily, after
the Effective Date when the Eligible Employee has at least (10) ten years of
employment by the Sponsor or its affiliates and has reached the age of at least
fifty (50) and (ii) an Officer's termination of employment with an Employer,
voluntarily or involuntarily, after the Effective Date when the Officer has at
least ten (10) years of employment by, and five (5) years as an Officer of, the
Sponsor or its affiliates. A Board Member shall be deemed to be Retired for
purposes of only this Plan on the Effective Date of the Plan.

        2.36 "SPONSOR" means Dallas Semiconductor Corporation, a Delaware
corporation, or any successor or assign which shall adopt the Plan. Throughout
the Plan, a purposeful distinction is drawn between the Sponsor and the
Employers. The powers and responsibilities assigned to the Sponsor by the Plan
shall apply exclusively to the Sponsor, unless specifically delegated in writing
by the Sponsor.

        2.37 "SPOUSE" means the wife of an Officer or of a Board Member on the
date of his Retirement. Each person who was a Spouse on the Effective Date is
listed on Exhibit E, but being listed on Exhibit E does not make an individual a
Spouse for purposes of this Plan.

        2.38 "USERRA" means the Uniformed Services Employment and Reemployment
Rights Act of 1994, as amended.

        2.39 "WAITING PERIOD" means with respect to a group health plan and an
individual who is a potential Participant or beneficiary in the plan, the period
that must pass with respect to the individual before the individual is eligible
to be covered for benefits under the terms of the plan. Any period of time
before a Late Enrollee enrolls under a Special Enrollment Period is not a
Waiting Period.

        Special definitions used only for particular purposes are found in
ARTICLE VII and ARTICLE IX.

                                  ARTICLE III
                                  PARTICIPATION

        3.1 ELIGIBILITY TO PARTICIPATE. Eligible Employees and Board Members
shall become Eligible Individuals on the Effective Date. No other individual may
become a Participant (or an Eligible Individual) under the Plan.

        The Policy in effect on the date of a Participant's Retirement
determines (i) the Plan's Eligible Individuals, (ii) the Plan's Spouses and
(iii) those Dependents, if any, of an Eligible Individual who will be eligible
to be covered under its terms. When an Eligible Individual's



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<PAGE>   13

eligible Dependents satisfy the eligibility requirements of the Policy in effect
on the date of a Participant's Retirement, those eligible Dependents shall also
be eligible to participate at that time under the Plan. If, at the date of a
Participant's Retirement, no Policy is then in effect, the Participant's
eligible Dependents shall be determined under the terms of the Policy last in
effect with respect to the Plan.

        3.2 COMMENCEMENT OF PARTICIPATION. An Eligible Individual shall become a
Participant automatically when he becomes an Eligible Individual unless he
refuses in writing in a form acceptable to the Administrator that is received by
the Administrator before the Eligible Individual's Enrollment Date.

        3.3 CESSATION OF PARTICIPATION. Subject to Section 12.2, a Board Member
and an Officer shall be a Participant and receive coverage under this Plan for
his life.

        A Participant (other than a Board Member or an Officer) shall be a
Participant and receive coverage under the Plan until his 65th birthday and such
a Participant's spouse shall be a Covered Dependent and receive coverage under
the Plan until her 65th birthday; provided, however, that notwithstanding
anything in this Plan to the contrary, a Participant (other than a Board Member
or an Officer) shall also cease to be a Participant (and his spouse shall also
cease to be a Covered Dependent) as of the earliest of

                (a)     the date on which the Plan terminates as provided in
                        Section 12.2;

                (b)     the date on which the Participant (other than a Board
                        Member or an Officer) or his spouse fails to satisfy the
                        eligibility criteria of the Plan; or

                (c)     the date on which his election to receive medical care
                        under this Plan terminates or expires according to its
                        written terms.

        Subject to Section 12.2, a Spouse shall receive coverage under the Plan
for her life.

        A Covered Dependent (other than a Spouse and the spouse of a Participant
who is neither a Board Member nor an Officer) shall receive coverage under the
Plan until his or her Participant reaches his 65th birthday; provided, however,
that notwithstanding anything in this Plan to the contrary, a Covered Dependent
(other than a Spouse and the spouse of a Participant who is neither a Board
Member nor an Officer) shall also cease to be a Covered Dependent as of the
earliest of:

                (a)     the date on which the Plan terminates as provided in
                        Section 12.2;

                (b)     the date on which the Covered Dependent fails to satisfy
                        the eligibility criteria of the Plan; or

                (c)     the date on which his election to receive medical care
                        under this Plan terminates or expires according to its
                        written terms.



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        3.4 USERRA REINSTATEMENT RULES.

                (a)     This Plan shall provide any health benefits otherwise
                        available to Eligible Employees, if any, in accordance
                        with USERRA and this Section, effective with respect to
                        Military Leaves that began on or after October 13, 1994.

                (b)     The maximum period of Plan coverage available to an
                        Eligible Employee and his Dependents under this Section
                        will not exceed the lesser of (i) eighteen months or
                        (ii) the period ending on the day after the date upon
                        which the person fails to apply for a return to a
                        position of employment under section 4312(a) of USERRA.
                        The period of Plan coverage available under this Section
                        shall begin on the date on which the person's qualifying
                        absence begins.

                (c)     Only for purposes of determining eligibility for medical
                        benefits and only if the Eligible Employee pays all
                        amounts that the Employer is permitted to charge under
                        USERRA for coverage while on a qualifying leave, an
                        Eligible Employee who experiences a reduction in hours
                        or termination of employment solely due to a Military
                        Leave shall be deemed to continue to be an employee
                        until the earliest date that the termination of his Plan
                        benefits is permitted by USERRA and this Section.

        3.5 FMLA COMPLIANCE.

                (a)     This Plan shall provide any health benefits otherwise
                        available to Eligible Employees, if any, in accordance
                        with FMLA for Eligible Employees.

                (b)     Unless an Eligible Employee chose not to retain health
                        coverage, the Employer must maintain medical coverage
                        under the Plan, if any, for such an Eligible Employee on
                        FMLA leave for the duration of his FMLA leave, at the
                        level and under the conditions that coverage would have
                        been provided if the Eligible Employee had continued
                        working and had not taken a FMLA leave.

                (c)     An Eligible Employee on FMLA leave shall have the same
                        opportunity as active employees to change Plan coverage,
                        such as from single coverage to family coverage on the
                        birth of a child, as required by FMLA.

                (d)     The Employer's obligation to continue to maintain health
                        coverage under FMLA and this Section ends on the
                        earliest of the following dates:

                        (1)     the date the Eligible Employee informs the
                                Employer of his intent not to return from a FMLA
                                leave;



                                       9
<PAGE>   15

                        (2)     the date the Eligible Employee's employment
                                relationship would be terminated but for the
                                FMLA leave (such as during a reduction in
                                force);

                        (3)     the date the Eligible Employee fails to return
                                from the FMLA leave; or

                        (4)     the date the Eligible Employee fails to pay a
                                required employee contribution when due.

                (e)     Former Participants who lose eligibility during a FMLA
                        leave will have their benefits reinstated upon their
                        return at the end of the FMLA leave at the same levels
                        as were provided to them under the Plan when their FMLA
                        leave began, but subject to any changes in benefit
                        levels that may have occurred during the leave that
                        affected the entire work force. Participants returning
                        from FMLA leave shall not be required to requalify for
                        any benefits.

        3.6 REINSTATEMENT OF FORMER PARTICIPANT. A former Participant who again
meets the eligibility requirements under Section 3.1 will receive medical
coverages and benefits under the Plan and become a Participant in this Plan
again on the first day the former Participant satisfies the requirements of
Section 3. 1, unless the former Participant is (i) reinstated as a Participant
in the Plan as provided by Sections 3.4 and 3.5 or (ii) declines participation
as provided under Section 3.2.

        3.7 NO ELIGIBILITY DISCRIMINATION DUE TO HEALTH. The Plan shall not
establish rules for eligibility (including continued eligibility) for any
individual under the Plan that are based on one or more Health Status-Related
Factors of the individual or his Dependent.

        3.8 SPECIAL ENROLLMENTS.

                (a)     Notwithstanding any provision to the contrary, an
                        Eligible Individual or an eligible Dependent of an
                        Eligible Individual may elect health care coverage under
                        Special Enrollment, but only if

                        (1)     the Eligible Individual (or the eligible
                                Dependent) was covered under a group health plan
                                or health insurance at the time coverage was
                                offered under this Plan;

                        (2)     the Eligible Individual (or the eligible
                                Dependent) declined coverage under the Plan in
                                writing for the stated reason that he had the
                                other health coverage;

                        (3)     the Eligible Individual (or the eligible
                                Dependent) has "Exhausted COBRA Coverage" or the
                                other health coverage (or the individual's
                                former employer's contribution toward the cost
                                of such coverage) has terminated; and



                                       10
<PAGE>   16

                        (4)     the Eligible Individual (or the eligible
                                Dependent) requests Special Enrollment under
                                this Section in writing within thirty (30) days
                                after the date he or she lost his or her other
                                health coverage.

                        For purposes of this Plan, a person shall be treated as
                        if they have "Exhausted COBRA Coverage" if that
                        individual's COBRA coverage ceased for any reason other
                        than either failure of the individual to pay premiums on
                        a timely basis or for cause (such as making a fraudulent
                        claim or an intentional misrepresentation of a material
                        fact in connection with the plan). A person has
                        "Exhausted COBRA Coverage" if the COBRA coverage ceases
                        because either (a) the employer or other responsible
                        entity fails to remit the premiums on a timely basis, or
                        (b) the individual no longer resides in the service area
                        of an HMO or a similar program (whether or not within
                        the choice of the individual) and there is no other
                        COBRA coverage available to the individual.

                (b)     Special Enrollment must be offered to Dependents if. (a)
                        the Plan offers Dependent coverage, (b) the Eligible
                        Individual is a Participant under the Plan or has met
                        the Waiting Period and is eligible for coverage but for
                        his failure to enroll during a previous enrollment
                        period, and (c) the Dependent became a new Dependent as
                        -a result of marriage, birth, adoption or being Placed
                        for Adoption. A thirty (30) day Special Enrollment
                        period shall be offered to such Dependent beginning on
                        the later of (i) the date Dependent coverage is made
                        available or (ii) the date of marriage, birth, adoption
                        or being Placed for Adoption, as the case may be. If a
                        Special Enrollment period is offered to a new Dependent
                        under the Plan, the Eligible Individual who has the new
                        Dependent may also enroll under the Plan during that
                        Special Enrollment period if he is not already a
                        Participant.

        Coverage that is timely elected during a Special Enrollment period shall
be effective (i) if due to loss of coverage, on the first day of the month after
receipt of the completed enrollment request under the Plan, (ii) if due to
birth, on the date of birth, (iii) if due to adoption or being Placed for
Adoption, the date it occurred and (iv) if due to marriage, on the first day of
the month after receipt of the completed enrollment request under the Plan. A
person who enrolls during a Special Enrollment period is not a Late Enrollee.

                                   ARTICLE IV
                    ELECTION TO RECEIVE MEDICAL CARE BENEFITS

        4.1 ELECTION OF BENEFIT OPTIONS. An Eligible Individual shall be deemed
to have elected to receive medical care coverages and benefits under the Plan as
described in the Policy in effect on his Enrollment Date. If no Policy is in
effect on his Enrollment Date, an Eligible Individual will be deemed to have
elected to receive medical coverage and benefits under the



                                       11
<PAGE>   17

Plan as described in the Policy in effect immediately prior to his Enrollment
Date. An Eligible Individual who declined participation during an Enrollment
Period will become a Participant in the subsequent Enrollment Period, if any,
during which he does not refuse to become a Participant.

        4.2 ELECTION PROCEDURE. An Eligible Individual may decline to
participate in this Plan by filing a properly completed election form with the
Administrator.

        4.3 NO PREMIUM DISCRIMINATION DUE TO HEALTH. The Plan shall not require
an individual (as a condition of enrollment or continued enrollment under the
Plan) to pay a premium or otherwise contribute an amount which exceeds the
amount paid by a similarly situated individual solely due to a Health Status -
Related Factor of the individual; provided, however, that the rules regarding
Health Status-Related Factors do not restrict the amount an Employer may charge
for coverage or prevent premium discounts or rebates or modified deductibles and
co-payments in return for adherence to programs of health promotion and disease
prevention.

                                   ARTICLE V
                              MEDICAL CARE BENEFITS

        5.1 BENEFITS. The Administrator shall offer to each Eligible Individual,
at the time he becomes eligible under ARTICLE III and at each subsequent
Enrollment Period applicable to that Eligible Individual, if any, the
opportunity to participate in the Plan. Subject to SECTION 12.1, the specific
coverages and benefits available to Participants are set forth in the Policy or
if there is no Policy, in the Policy last in effect in connection with the Plan.
The benefits and coverages under this Plan shall continue for the lifetime of
each Board Member, each Officer and each Spouse.

        5.2 PRE-EXISTING CONDITIONS.

                (a)     PRE-EXISTING CONDITIONS. The Plan will not pay any
                        benefits for the care or treatment of pre-existing
                        conditions (as defined in the Policy) for the period of
                        time set forth in the Policy; provided, however, that
                        (i) notwithstanding anything in this Plan or any Policy
                        to the contrary, a pre-existing condition in the Policy
                        shall not include any condition that does not fall
                        within the definition of a Pre-existing Condition, (ii)
                        no pre-existing condition shall include a condition for
                        which Genetic Information was used as a basis for
                        asserting the existence of the condition if there has
                        been no diagnosis of the condition related to such
                        information, and (iii) the period during which any
                        exclusion or limitation of benefits (relating to a
                        condition based on the fact that the condition was
                        present before a person's Enrollment Date) in the Plan
                        or the Policy will be enforced shall not be longer than
                        the excess of twelve (12) months (eighteen (18) months
                        for a Late Enrollee), beginning on his Enrollment Date,
                        over the aggregate



                                       12
<PAGE>   18

                        of the periods of Creditable Coverage (if any)
                        applicable to the Participant as of his Enrollment Date.

                        For purposes of this subsection, a period of Creditable
                        Coverage shall not be counted, with respect to
                        enrollment of an individual under the Plan, if, after
                        such period and before his Enrollment Date, there was a
                        63 -day period for all of which the individual was not
                        credited with Creditable Coverage. However, any period
                        that an individual is required to wait before becoming
                        covered under the Plan pursuant to the Policy or ARTICLE
                        III shall not be taken into account in determining the
                        continuous 63-day period described in the preceding
                        sentence.

                        The individual seeking to become a Participant and who
                        seeks to establish a period of Creditable Coverage must
                        obtain and provide to the Administrator a written
                        certification from the prior health insurance plan or
                        the prior health insurance issuer regarding each period
                        of Creditable Coverage of the individual under such
                        prior health insurance plan and COBRA continuation
                        provisions. Such certification should detail the Waiting
                        Period, if any, imposed with respect to the individual
                        for any coverage under such other health insurance plan.
                        If a written certification cannot be produced,
                        Creditable Coverage may be demonstrated through the
                        presentation of other documentation or through other
                        means satisfactory to the Administrator.

                (b)     EXCLUSION NOT APPLICABLE TO CERTAIN NEWBORNS. The Plan
                        shall not impose any pre-existing condition exclusion
                        (as defined in the Policy) in the case of an individual
                        who, as of the last day of the thirty (30) day period
                        beginning with the date of birth, is covered under
                        Creditable Coverage. However, this exclusion shall no
                        longer apply to an individual after the end of the first
                        63-day period during all of which the individual was not
                        covered under any Creditable Coverage.

                (c)     EXCLUSION NOT APPLICABLE TO CERTAIN ADOPTED CHILDREN.
                        The Plan shall not impose any pre-existing condition
                        exclusion (as defined in the Policy) in the case of a
                        child who is adopted or Placed for Adoption before
                        attaining eighteen (18) years of age and who, as of the
                        last day of the thirty (30) day period beginning on the
                        date of the adoption or Placement of Adoption, is
                        covered under Creditable Coverage. The previous sentence
                        shall not apply to coverage before the date of such
                        adoption or Placement for Adoption. However, this
                        exclusion shall no longer apply to an individual after
                        the end of the first 63-day period during all of which
                        the individual was not covered under any Creditable
                        Coverage.

                (d)     EXCLUSION NOT APPLICABLE TO PREGNANCY. The Plan shall
                        not impose any exclusion relating to pregnancy as a
                        pre-existing condition.



                                       13
<PAGE>   19

                (e)     NOTICE OF CREDITABLE COVERAGE. The Administrator or its
                        designee shall provide written certification of
                        Creditable Coverage to any individual whose coverage
                        terminates under the Plan (i) at the time of the
                        Qualifying Event or other termination of coverage, (ii)
                        at the time COBRA coverage ceases, and (iii) upon any
                        written request made by an individual not later than
                        twenty-four (24) months after his Plan coverage ceased.
                        The written certification will include (i) the date the
                        certificate is issued, (ii) the name of the plan that
                        provided the coverage, (iii) the name of the participant
                        and/or dependents to whom the certificate applies, (iv)
                        the name, address, and telephone number of the plan
                        administrator, (v) the telephone number of the person to
                        contact for additional information, and (vi) either (a)
                        a statement that the individual has at least 18 months
                        of Creditable Coverage without a 63-day break in
                        coverage, or (b) state (A) the Waiting Period (if any)
                        imposed on the individual for coverage under the plan,
                        (B) the date coverage began, and (C) the date coverage
                        ended (or indicate if it is continuing).

                (f)     NOTICE TO INDIVIDUAL OF PRE-EXISTING CONDITION
                        EXCLUSION. After the Plan receives a Creditable Coverage
                        certificate from a prior plan, the Plan will make a
                        determination and notify individuals within a reasonable
                        period of time regarding the length of any Pre-Existing
                        Condition Exclusion period that applies to them. If no
                        Pre-Existing Condition Exclusion applies to the
                        individual, the Plan will not send a notice. The notice
                        shall explain the basis of the Plan's determination,
                        including the source and substance of any information
                        that the Plan relied on, and the Plan's appeal
                        procedures.

        5.3 NOTIFICATION OF ENROLLMENT RIGHTS. All Eligible Individuals shall be
provided with a notice of his or her enrollment rights in writing at or before
the time the Eligible Individual elects to enroll, and such notification shall
be substantially in the same form as provided in Temp. Treas. Reg. Section
54.9801-6T(c) and Interim U.S. Department of Labor Regulation Section
2590.701-6(c).

        5.4 NEWBORNS' AND MOTHERS' HEALTH PROTECTION ACT OF 1996.
Notwithstanding the precertification requirements of the Plan to the contrary,
the Plan shall provide maternity care benefits in accordance with the Newborns'
and Mothers' Health Protection Act of 1996 (the "Newborns' Act"), effective on
the date specified in the Newborns' Act. In accordance with the Newborns' Act,
the Plan shall provide benefits for a minimum of 48 hours of inpatient hospital
stay following a normal vaginal delivery and a minimum of 96 hours of inpatient
hospital stay following caesarean section delivery unless the health care
provider and the mother agree that discharge from the hospital shall occur
earlier.

        5.5 MENTAL HEALTH PARITY ACT OF 1996. In accordance with the Mental
Health Parity Act of 1996, the lifetime maximum limit and the annual maximum
limit on mental health benefits under the Plan shall be at least equal to the
lifetime maximum limit and the annual



                                       14
<PAGE>   20

maximum limit, respectively, for medical and surgical benefits under the Plan,
unless one or more of the exceptions set forth in the Mental Health Parity Act
of 1996 apply

        5.6 WOMEN'S HEALTH AND CANCER RIGHTS ACT OF 1998. Medical and surgical
benefits provided for mastectomies under the Plan will be provided in accordance
with the Women's Health and Cancer Rights Act of 1998 (the "Women's Health
Act"). In accordance with the Women's Health Act, coverage will be provided for
the following:

                (a)     reconstruction of the breast on which the mastectomy has
                        been performed;

                (b)     surgery and reconstruction of the other breast to
                        produce a symmetrical appearance; and

                (c)     prostheses and coverage for any complications in all
                        stages of mastectomy, including lymphedema.

                                   ARTICLE VI
                 PAYMENT OF MEDICAL CARE EXPENSE REIMBURSEMENTS

        6.1 CLAIMS PROCEDURE. Participants and Covered Dependents seeking
benefits under the Plan shall follow the claims procedures established by the
Policy under which they are covered, if any, at the time and the procedures set
forth in SECTION 11.9. Notwithstanding the claim filing procedures established
by this Plan or the applicable Policy, the Health Care Financing Administration
shall have three years from the date a claim is filed to seek recovery of a
mistaken payment when this Plan should have paid as the "Primary Plan" and
Medicare should have paid as the "Secondary Plan" pursuant to ARTICLE VII.

        6.2 REIMBURSEMENT OF EXPENSES. All Qualified Medical Expenses of a
Participant or Covered Dependent that are covered under the Policy shall be
reimbursed as set forth in the Policy.

                                  ARTICLE VII
                            COORDINATION OF BENEFITS

        7.1 EXPLANATION. When a Participant is covered under this Plan and by
one or more other Group Plans, the benefits of this Plan shall be coordinated
and determined in accordance with the provisions of this Article. This Article
is intended to prevent the payment of medical benefits which exceed expenses.
Determination of benefits shall be made in relation to the services furnished to
a Participant during any one calendar year.



                                       15
<PAGE>   21
        7.2 DEFINITIONS. The following definitions apply to this Article.

                (a)     "Group Plan" means any group or group-type arrangement
                        of coverage whether insured or uninsured which provides
                        health benefits or services to a Participant (including
                        the Policy under this Plan), either by indemnity or
                        prepaid services, by means of (i) group or blanket
                        insurance, (ii) franchise insurance that terminates upon
                        cessation of employment, (iii) group hospital or medical
                        service plans and other group prepayment coverage, or
                        (iv) any coverage under labor-management trusteed
                        arrangements, union medical arrangements, employer
                        organization arrangements, government benefit
                        arrangements or government programs (excluding
                        Medicare).

                (b)     "Allowable Expenses" means any necessary, reasonable,
                        and customary item of expense for health care when the
                        item of expense is covered at least in part by one or
                        more Group Plans covering the Participant for whom claim
                        is made. An Allowable Expense does not include (i)
                        differences between the cost of an average semiprivate
                        hospital room and a private hospital room unless the
                        private hospital room is medically necessary (as defined
                        in the Policy), or (ii) the amount of any reduction in
                        benefits because a Participant does not comply with the
                        Group Plat) provisions.

                (c)     "Primary Plan" means the Group Plan whose benefits for a
                        Participant's health care coverage must be determined
                        without consideration of the existence of any other
                        plan.

                (d)     "Secondary Plan" means a Group Plan which is not a
                        Primary Plan. If a Participant is covered by more than
                        one Secondary Plan, the order of benefit determination
                        rules decide the order in which their benefits are
                        determined in relation to each other.

        7.3 COORDINATION OF BENEFITS PROCEDURE. Without regard to what is stated
in the Policy, this Plan determines its order of benefits using the first of the
following rules which applies:

                (a)     The benefits of a Group Plan which covers the
                        Participant (on whose expenses the claim is based) other
                        than as a Dependent shall be determined before the
                        benefits of a Group Plan which covers the Participant as
                        a Dependent.

                (b)     The benefits of a Group Plan which covers the
                        Participant (on whose expenses the claim is based) as a
                        Dependent of a person whose birthday occurs earlier in a
                        calendar year shall be determined before the benefits of
                        a Group Plan which covers such Participant as a
                        Dependent of a person whose birthday occurs later in a
                        calendar year. However, if either Group Plan does not
                        have the provisions of this subsection (b) and the
                        omission results either in each Group Plan determining
                        its benefits before the other,



                                       16
<PAGE>   22

                        or in each Group Plan determining its benefits after the
                        other, the provisions of this subsection (b) shall not
                        apply, and the rule set forth in the other Group Plan
                        shall determine the order of benefits; provided,
                        however, that notwithstanding anything to the contrary
                        in the Plan, in the case of a Participant for whom claim
                        is made as a Dependent child:

                        (1)     When the parents are separated or divorced and
                                the parent with custody of the child has not
                                remarried, the benefits of a Group Plan which
                                covers the child as a Dependent of the parent
                                with custody of the child will be determined
                                before the benefits of a Group Plan which covers
                                the child as a Dependent of the parent without
                                custody.

                        (2)     When the parents are divorced and the parent
                                with custody of the child has remarried, the
                                benefits of a Group Plan which covers the child
                                as a Dependent of the parent with custody shall
                                be determined before the benefits of a Group
                                Plan which covers that child as a Dependent of
                                the stepparent, and the benefits of a Group Plan
                                which covers that child as a Dependent of the
                                stepparent will be determined before the
                                benefits of a Group Plan which covers that child
                                as a Dependent of the parent without custody.

                        (3)     Notwithstanding subparagraphs (1) and (2) of
                                this subsection (b), when the parents are
                                divorced or separated and there is a court
                                decree which would otherwise establish financial
                                responsibility for the health care expenses of
                                the child, the benefits of a Group Plan which
                                covers the child as a Dependent of the person
                                with such financial responsibility shall be
                                determined before the benefits of any other
                                Group Plan which covers the child as a
                                Dependent.

                (c)     When subsections (a) and (b) above do not establish an
                        order of benefits determination, the benefits of a Group
                        Plan which has covered the Participant (on whose
                        expenses the claim is based) for the longer period of
                        time shall be determined before the benefits of a Group
                        Plan which has covered such Participant for the shorter
                        period of time, except that:

                        (1)     The benefits of a Group Plan covering the
                                Participant (on whose expenses the claim is
                                based) as a laid-off or retired employee or as a
                                Dependent of such a Participant shall be
                                determined after the benefits of any other Group
                                Plan covering such Participant as an employee
                                other than as a laid-off or retired employee or
                                a dependent of such a person; and

                        (2)     If either Group Plan does not have a provision
                                regarding laid-off or retired employees and as a
                                result each Group Plan determines its



                                       17
<PAGE>   23

                                benefits after the other, the provisions of this
                                subsection (c) do not apply.

                (d)     When another Group Plan is a Primary Plan under the
                        order of benefit determination rules contained in this
                        Article but such Group Plan contains "excess" or "always
                        secondary" provisions, the Group Plan which has been in
                        force for the longest period of time will be the Primary
                        Plan.

                (e)     When this Plan is the Secondary Plan, the benefits of
                        the other Group Plan shall be deducted from the charges
                        for all items of Allowable Expenses for which any
                        benefit is provided under this Plan or the other Group
                        Plan and this Plan will pay the remainder of the charges
                        for such items; provided, however, that in no event
                        shall the provisions of this Article be construed to
                        increase the amount of total benefits which would be
                        available under the Plan in the absence of another Group
                        Plan.

                (f)     If this Plan is the Secondary Plan under this Article,
                        but is unable to determine the benefits of the other
                        Group Plan, this Plan may estimate in good faith the
                        benefits of the other Group Plan and provide the
                        benefits of this Plan on the basis of that estimate.
                        Payment under this subsection shall constitute full
                        discharge of the liability of the Plan for the charges
                        involved, subject only to adjustment in the event the
                        Plan later determines the actual benefits of the other
                        Group Plan.

        7.4 EXISTENCE OF OTHER GROUP PLANS. This Plan assumes no obligation to
discover the existence of another Group Plan or the benefits available under it
if discovered. This Plan will give effect to the provisions of this Article in
accordance with information furnished it by an authoritative source. This Plan
shall, however, be entitled to obtain and to release such information as
reasonably necessary to give effect to these provisions without the consent of
or notice to any person, and any person claiming benefits under this Article
shall, as a condition precedent to his right of recovery, furnish to the Plan
full information concerning the existence of other Group Plans, their benefits,
and any other information as may be necessary to implement this Article.

        7.5 RECOVERY AND PAYMENT OF BENEFITS. The Plan shall be entitled at any
time to recover benefits paid in excess of its obligation determined under the
provisions of this Article, irrespective of to whom such benefits were paid,
from an issuer, insurer, provider under the other Group Plan, hospital,
physician or other provider, any person or firm to (or for) whom such payment
was made, or from any combination of such sources.

        When benefits have been paid under another Group Plan, the Plan shall
have the right, in its discretion, to pay to the issuer or provider of such
other Group Plan any portion of the benefits available under this Plan which the
Plan may determine to be due in order to give effect to the intent of this
Article and corresponding coordination of benefits provisions in such other
Group Plan. The amount so paid shall be deemed to be benefits provided under
this Plan and to the extent the Plan shall be fully discharged from liability.



                                       18
<PAGE>   24

        7.6 COORDINATION WITH MEDICARE, MEDICAID AND CHAMPUS. The term "Group
Plan" as used in this Article includes Medicare, Medicaid and CHAMPUS, and the
statutes, regulations, and other laws governing these programs take precedence
over the order of determination set forth in this Plan.

        Any Participant eligible for Medicare has the following rights to
coordinate the coverage under this Plan with Medicare coverage and should see
the Administrator to determine what elections may be available with respect to
primary and secondary Medicare coverage and to obtain election forms.

                (a)     AGE SIXTY-FIVE (65) AND OLDER. Individuals and their
                        eligible spouses age sixty-five (65) or older are
                        entitled to receive the same Plan benefits, under the
                        same conditions, as those Individuals and Covered
                        Dependents under age sixty-five (65). The Plan is the
                        Primary Plan and Medicare is the Secondary Plan unless
                        the Participant elects otherwise, as set forth below.

                (b)     DISABLED INDIVIDUALS AND COVERED DEPENDENTS. Individuals
                        and their Covered Dependents who become eligible for
                        Medicare by reason of disability rather than by age
                        (even though they are not sixty-five (65) years of age)
                        are entitled to the same Plan benefits, under the same
                        conditions, as other Participants. The Plan is the
                        Primary Plan and Medicare is the Secondary Plan with
                        respect to these disabled persons.

                (c)     PARTICIPANTS WITH END STAGE RENAL DISEASE. Participants
                        who are medically determined to have end stage renal
                        disease (as defined by Medicare) are entitled to the
                        same Plan benefits, under the same conditions, as other
                        Participants for the first thirty (30) month period
                        following the earlier of (i) initiation of renal
                        dialysis, or (ii) eligibility for Medicare benefits due
                        to such condition. The Plan is the Primary Plan and
                        Medicare is the Secondary Plan with respect to these
                        Participants.

                (d)     MEDICARE ELECTION NOTICE. Each Individual who is
                        eligible for Medicare upon attainment of age sixty-five
                        (65) must complete a Medicare Election Notice Form
                        notifying the Employer that they want Medicare as the
                        Primary Plan with this Plan as the Secondary Plan.

                        If the Individual's spouse is age sixty-five (65) or
                        older, such spouse will also be subject to the
                        Individual's election of the Primary Plan.

                (e)     COORDINATION WITH MEDICARE. Subject to the above
                        provisions and to the extent permitted by Medicare,
                        medical benefits payable under this Plan will be
                        coordinated with Medicare. Such coordination will apply
                        whether or not the Participant has or has not applied
                        for or is receiving Medicare.

                (f)     MEDICAID BENEFICIARY. When enrolling an individual or
                        making any payments for medical benefits to a
                        Participant or on a Participant's behalf,



                                       19
<PAGE>   25

                        the Plan shall not take into account the Participant's
                        eligibility for medical assistance or benefits payable
                        under a plan under 42 U.S.C. Section 1396, et seq.

                        The effective date for this subsection (f) was October
                        1, 1993.

        7.7 SUBROGATION. If a Participant incurs charges for any sickness,
injury or other condition through the acts or omissions of another person or
organization, the Plan shall pay the medical benefits which are medically
necessary and provided by this Plan, subject to the following conditions:

                (a)     The Participant shall advise the Administrator of any
                        claim against a third party or insurance carrier within
                        sixty (60) days of the occurrence of the sickness or
                        injury, shall provide the Plan with any information
                        necessary to pursue its rights and shall cooperate with
                        the Administrator and shall do whatever is necessary to
                        secure those rights. The Participant agrees to do
                        nothing which would prejudice those rights;

                (b)     The Plan shall be subrogated, to the extent of payments
                        made for medical benefits, to all of the Participant's
                        rights of recovery of those medical benefits against any
                        person or organization who, by reason of such person's
                        acts or omissions, is responsible for the sickness or
                        injury in question;

                (c)     It is agreed that if the Participant fails to take the
                        necessary legal action to recover from a responsible
                        party within one (1) year after the date of the sickness
                        or injury, the Plan may proceed in the name of the
                        Participant against the responsible party and will be
                        entitled to the recovery of the amount of medical
                        benefits paid and the expenses for that recovery;

                (d)     The Plan will have a lien against the proceeds of a
                        settlement or judgment resulting from a Participant's
                        claim or suit against a third party in an amount equal
                        to all sums paid by the Plan with respect to the illness
                        or injury in question, regardless of whether the
                        proceeds of such settlement or judgment are designated
                        as payment for other specified damages. The Employer
                        shall be entitled to notify third parties, including
                        insurance carriers, of this lien. The Employer may
                        deduct the amount covered by the lien from any future
                        claims payable to the Participant if the lien has not
                        been previously satisfied or the Participant fails to
                        notify the Employer of payment received from the third
                        party; and

                (e)     The Participant must agree in writing, prior to his
                        entitlement to medical benefits:

                        (1)     To reimburse the Plan for medical benefits paid
                                under the Plan immediately upon receipt of any
                                damages collected from a third party, whether
                                pursuant to judgment, settlement or otherwise,
                                net of reasonable expenses incurred in
                                collecting such amount, such as



                                       20
<PAGE>   26

                                reasonable attorneys' fees, and any amounts
                                which are allocated under the terms of any
                                judgment for payment of unreimbursed medical
                                expenses;

                        (2)     To execute and deliver such instruments and do
                                whatever else is reasonably necessary to secure
                                the Plan's right to reimbursement of medical
                                payments and to provide the Plan such
                                information as is necessary to enforce its
                                rights under this provision;

                        (3)     To agree to a credit against payments to be made
                                under the Plan in the future equal to the amount
                                of any damages collected by the Participant from
                                a third party, less any amount paid to the Plan;

                        (4)     If a covered person fails to comply with these
                                requirements, he will not be eligible to receive
                                any further medical benefits under the Plan
                                until he complies; and

                        (5)     The Plan has the right to intervene at its own
                                expense in any suit or other proceeding to
                                protect these reimbursement rights. The
                                Participant is responsible for all fees and
                                expenses of the attorney handling his or her
                                claim against the third party.

In the event the Plan recovers an amount greater than the medical benefit paid,
the excess over the expenses of recovery will be paid to the Participant. The
Plan reserves the right to compromise the amount of its claim if, in its
opinion, it is appropriate to do so.

        The Administrator may, in its sole discretion, elect not to enforce this
provision.

                                  ARTICLE VIII
                          TERMINATION OF PARTICIPATION

        8.1 LIMITATION ON COVERED EXPENSES. In the event that an individual
ceases to be a Participant or Covered Dependent in this Plan for any reason, the
individual (or his estate) shall be entitled to reimbursement only for Qualified
Medical Expenses incurred and submitted for reimbursement (following the date
the expense was incurred) in accordance with the terms of the Policy, but only
if the expense was incurred while the individual was a Participant or Covered
Dependent, and only if the individual (or his estate) applies for such
reimbursement in the time and manner provided in the Policy. Except to the
extent required in Article IX, no such reimbursement shall exceed the coverage
limitations provided by the Policy.

        8.2 DATE OF POLICY COVERAGE TERMINATION. Coverage provided by a Policy
shall terminate according to the terms of the Policy unless continued pursuant
to SECTION 3.4, SECTION 3.5, or ARTICLE IX. Termination of a Policy shall not
terminate this Plan or its obligations.



                                       21
<PAGE>   27

                                   ARTICLE IX
                       CONTINUATION COVERAGE UNDER "COBRA"

        9.1 SPECIAL DEFINITIONS. For purposes of this Article, the following
terms shall have the meaning given them as follows:

                (a)     "Qualified Beneficiary" means any individual who was the
                        spouse of a Participant or the dependent child of a
                        Participant whose expenses were eligible for
                        reimbursement under the Plan on the day before a
                        Qualifying Event, unless that individual was entitled to
                        benefits under Title XVIII of the Social Security Act on
                        the day before the Qualifying Event. Notwithstanding
                        anything to the contrary in the preceding sentence, the
                        term "Qualified Beneficiary" shall also include a child
                        who is born to, or Placed for Adoption with the
                        Participant during the COBRA continuation period as
                        determined under SECTION 9.6.

                        (1)     In the case of a Qualifying Event described in
                                SECTION 9.1(b)(2), the term "Qualified
                                Beneficiary" also includes the Participant,
                                unless the Participant is not an employee or was
                                entitled to benefits under Title XVIII of the
                                Social Security Act on the day before the
                                Qualifying Event.

                        (2)     In the case of a Qualifying Event described in
                                SECTION 9.1(b)(6), the term "Qualified
                                Beneficiary" includes a Participant who had
                                retired on or before the date of substantial
                                elimination of coverage under this Plan and any
                                other individual who on the day before such
                                Qualifying Event was a beneficiary under this
                                Plan as a spouse, surviving spouse or dependent
                                child of the Participant.

                (b)     "Qualifying Event" means any of the following events
                        which would result in the loss of coverage under this
                        Plan for a Qualified Beneficiary:

                        (1)     The death of the Participant,

                        (2)     The termination of the Participant's employment
                                with an Employer (for reasons other than the
                                Participant's gross misconduct), the reduction
                                of hours of the Participant's employment, or a
                                Participant's notice to the Administrator he
                                will not return to work from a leave of absence
                                under FMLA,

                        (3)     The divorce or legal separation of the
                                Participant,

                        (4)     The Participant's becoming entitled to benefits
                                under Title XVIII of the Social Security Act,



                                       22
<PAGE>   28

                        (5)     A dependent child ceasing to be a dependent
                                child under this Plan, or

                        (6)     A proceeding under Title II of the United States
                                Code with respect to the Employer from whose
                                employment the Participant retired at any time.

        9.2 ENTITLEMENT TO CONTINUATION COVERAGE.

                (a)     Notwithstanding any other provision of this Plan, a
                        Qualified Beneficiary who would otherwise lose coverage
                        under this Plan as a result of a Qualifying Event is
                        entitled to elect continuation coverage from the
                        Employer under this Plan.

                (b)     The continuation coverage will consist of coverage
                        which, as of the time the coverage is being provided, is
                        identical to the coverage provided under the Plan to
                        similarly situated beneficiaries under the Plan with
                        respect to whom a Qualifying Event has not occurred. If
                        coverage under the Plan is modified for any group of
                        similarly situated beneficiaries, coverage will be
                        modified in the same manner for the Qualified
                        Beneficiaries.

                (c)     The continuation coverage provided in this Article will
                        not be conditioned upon or discriminate on the basis of
                        lack of evidence of insurability.

        9.3 NOTICE REQUIRED.

                (a)     At the time that coverage commences under this Plan,
                        Participants and their spouses, if any, shall be given
                        written notice of their rights under this Article.

                (b)     The Employer of any affected Participant shall notify
                        the Administrator of any Qualifying Event described in
                        SECTION 9.1(b)(1), (2), (4) or (6) within thirty (30)
                        days after the date of such Qualifying Event.

                (c)     Each Qualified Beneficiary shall notify the
                        Administrator of the occurrence of a Qualifying Event
                        described in SECTION 9.1(b)(3) or (5) within sixty (60)
                        days after the later of the date of such Qualifying
                        Event or the date as of which the Qualified Beneficiary
                        would otherwise lose coverage under the Plan as a result
                        of that Qualifying Event. If the Qualified Beneficiary
                        fails to notify the Administrator of such a Qualifying
                        Event within such sixty (60) day period, such Qualified
                        Beneficiary shall forfeit his right to elect
                        continuation coverage under this Article.

                (d)     Any Qualified Beneficiary who is determined, under
                        Titles II or XVI of the Social Security Act, to have
                        been disabled at any time during the first sixty (60)
                        days of continuation coverage that began as a result of
                        a



                                       23
<PAGE>   29

                        Qualifying Event described in SECTION 9.1(b)(2) shall so
                        notify the Administrator within sixty (60) days of such
                        determination; provided, however, that such notice must
                        occur in any event before the expiration of the initial
                        eighteen (18) month period following the Qualifying
                        Event. In addition, such Qualified Beneficiary shall
                        notify the Administrator within thirty (30) days of any
                        final determination that he is no longer disabled.

                (e)     Within fourteen (14) days after the Administrator is
                        notified of a Qualifying Event, the Administrator shall
                        notify any Qualified Beneficiary of his or her rights
                        under this Article. Notice to a Qualified Beneficiary
                        who is the spouse or former spouse of a Participant will
                        be treated as notice to all other Qualified
                        Beneficiaries residing with such spouse at the time such
                        notice is given.

        9.4 ELECTION OF CONTINUATION COVERAGE. Any Qualified Beneficiary who
desires continuation coverage under this Plan must make an election during the
applicable "election period" which begins on the date coverage would otherwise
terminate under the Plan by reason of a Qualifying Event, and ends sixty (60)
days after such date or sixty (60) days after the date the Qualified Beneficiary
receives notice of his or her fight to elect continuation coverage, whichever is
later. Unless specified otherwise in the election, any election by a Participant
or spouse to continue coverage under this Plan shall be deemed to be an election
of continuation coverage on behalf of any other Qualified Beneficiary who would
otherwise lose coverage under the Plan by reason of the same Qualifying Event.

        9.5 PREMIUMS. The Qualified Beneficiary may be required to pay premiums
for any period of continuation coverage up to one hundred two percent (102%) of
the applicable premium, as defined under and determined in accordance with Code
section 498013(f)(4) and ERISA section 604; provided, however, that
notwithstanding the foregoing, that a Qualified Beneficiary who is entitled to
extended coverage under SECTION 9.6(a)(1)(A) may be required to pay premiums up
to one hundred fifty percent (150%) of the applicable premium for the coverage
period following the initial eighteen (18) month period. Premiums shall be
payable in monthly installments on the first day of every month; provided,
however, that the premium payment for the period of coverage prior to the date
of the participant's initial election shall not be required prior to forty-five
(45) days after the date of the election.

        9.6 PERIOD OF CONTINUATION COVERAGE. Continuation of coverage timely and
properly elected by any Qualified Beneficiary under this Article shall extend
for a period that begins on the date of the Qualifying Event, and ends on the
earliest of the following dates:

                (a)     Maximum Period.

                        (1)     In the case of a Qualifying Event described in
                                SECTION 9.1(b)(2), the date which is eighteen
                                (18) months after the date of the Qualifying
                                Event; provided, however,

                                (A)     if the Qualified Beneficiary is.
                                        determined to have been disabled at any
                                        time during the first 60 days of
                                        continuation



                                       24
<PAGE>   30

                                        coverage following the Qualifying Event
                                        under Titles 11 or XVI of the Social
                                        Security Act, and if the Qualified
                                        Beneficiary has timely notified the
                                        Administrator of such determination in
                                        accordance with SECTION 9.3(d), the
                                        maximum period for that Qualified
                                        Beneficiary and the covered members of
                                        the Qualified Beneficiary's family shall
                                        end on the earlier of (i) the date which
                                        is 29 months after the date of the
                                        Qualifying Event, or (ii) the first day
                                        of the month commencing more than thirty
                                        (30) days after a final determination
                                        that the Qualified Beneficiary is no
                                        longer disabled;

                                (B)     if another Qualifying Event, other than
                                        the one described in SECTION 9.1(b)(6),
                                        occurs during such eighteen (18) month
                                        period, the date which is thirty-six
                                        (36) months after the date of the
                                        original Qualifying Event; and

                        (2)     In the case of a Qualifying Event described in
                                Section 9.1(b)(2) that occurs less than 18
                                months after the date the Covered Individual
                                became entitled to benefits under Article XVIII
                                of the Social Security Act, the period of
                                coverage for Qualified Beneficiaries other than
                                the Participant shall not terminate before the
                                date which is thirty-six (36) months after the
                                date the Participant became entitled to benefits
                                under Title XVIII of the Social Security Act,
                                regardless of whether such entitlement was the
                                sole Qualifying Event or if entitlement preceded
                                the Qualifying Event.

                        (3)     In the case of a Qualifying Event described in
                                SECTION 9.1(b)(6), the date of death of the
                                former Participant; or if the Qualifying Event
                                occurs after the death of the former
                                Participant, the date of death of the surviving
                                spouse of the former participant; or with regard
                                to the surviving spouse or dependent children of
                                a former Participant who dies after the
                                Qualifying Event, the date which is thirty-six
                                (36) months after the date of the former
                                Participant's death.

                        (4)     In the case of any other Qualifying Event, the
                                date which is thirty-six (36) months after the
                                date of the Qualifying Event;

                (b)     The date on which the Employer of the Participant ceases
                        to provide any group health plan to any employee;

                (c)     If a premium is unpaid when due, the date that is thirty
                        (30) days after the first day on which the premium is
                        due under this Plan, or, if later, the date



                                       25
<PAGE>   31

                        on which Participants would lose their coverage under
                        this Plan due to failure to pay premiums when due;

                (d)     The first date after a valid COBRA election is made that
                        the Qualified Beneficiary becomes entitled to benefits
                        under Title XVIII of the Social Security Act; or

                (e)     The first date after a valid COBRA election is made that
                        the Qualified Beneficiary becomes covered under any
                        other group health plan, as an employee or otherwise;
                        provided, however, that in order for this to stop a
                        continuation of coverage period, such other plan may not
                        contain any exclusion or limitation for pre-existing
                        conditions with respect to the Qualified Beneficiary,
                        and provided, however, that for any period commencing
                        after December 31, 1996, the coverage provided under a
                        group health plan with respect to a Qualified
                        Beneficiary who has continuation coverage under the Plan
                        shall not be considered to contain any exclusion or
                        limitation with respect to any Pre-Existing Condition of
                        that person by reason of the existence of any limitation
                        or exclusion which does not apply to (or is satisfied
                        by) such person continuing the coverage by reason of
                        Chapter 100 of the Code, part 7 of the subtitle B of
                        Title I of ERISA or Title XXVII of the Public Health
                        Service.

        9.7 EXPIRATION OF CONTINUATION COVERAGE. In the case of any Qualified
Beneficiary whose continuation coverage expires under Section 9.6(a), the
Administrator shall, during the thirty-one (31) day period ending on such
expiration date, provide to the Qualified Beneficiary the option of enrolling in
a conversion plan otherwise generally available to Participants under the Plan,
if any. No conversion coverage shall be available to Participants under this
Plan.

                                    ARTICLE X
                                     FUNDING

        Except for Board Members, Officers and Spouses, the Plan shall be funded
solely by contributions from Participants and Covered Dependents. In the case of
a Board Member, an Officer or a Spouse, notwithstanding anything in the Plan or
any other agreement to the contrary, the Sponsor will pay (i) all of the cost of
all of the Plan's benefits and coverages for that individual for that
individual's lifetime and (ii) to the individual, an additional sum in the
amount necessary to reimburse such individual for any federal income tax
liability resulting from (or associated with) the Sponsor's payments to or for
the benefit of the individual under this Plan, so that the benefits and
coverages under this Plan for that individual are provided at no cost to that
individual.

        The Employers shall have no obligation, but shall have the right, to
establish a special trust or fund out of which benefits shall be paid. The
Employers shall have no obligation, but shall have the right, to reinsure, or to
purchase any type of additional coverage with respect to



                                       26
<PAGE>   32

any benefits under the Plan. To the extent the Employer elects to purchase
insurance for any benefits under the Plan, any such benefits shall be the sole
responsibility of the insurer, and the Employer shall have no responsibility for
the payment of such benefits (except for refunding any Participant contributions
that were not remitted to an insurer).

                                   ARTICLE XI
                                 ADMINISTRATION

        11.1 NAMED FIDUCIARY. The Named Fiduciaries of the Plan shall be the
Administrator, and any insurer or other persons, to the extent of its or their
discretionary authority with regard to the administration of the Plan. Except as
otherwise provided in the Policy, the Administrator shall have complete
authority to control and manage the operation and administration of the Plan.
The Administrator, subject to the succeeding provisions of this ARTICLE XI, is
authorized to take such actions as may be necessary to carry out the provisions
and purposes of the Plan and shall have the authority to control and manage the
operation and administration of the Plan. In order to effectuate the purposes of
the Plan, the Administrator shall have the discretionary power to construe and
interpret the Plan, to supply any omissions therein, to reconcile and correct
any errors or inconsistencies, to decide any questions in the administration and
application of the Plan, and to make equitable adjustments for any mistakes or
errors made in the administration of the Plan. All such actions or
determinations made by the Named Fiduciaries, and the application of rules and
regulations to a particular case or issue by the Named Fiduciaries, in good
faith, shall not be subject to review by anyone, but shall be final, binding,
and conclusive on all persons ever interested hereunder, subject only to the
claims review procedures set forth in SECTION 11.9. In construing the Plan and
in exercising its power under provisions requiring Administrator approval, the
Administrator shall attempt to ascertain the purpose of the provisions in
question and when such purpose is known or reasonably ascertainable, such
purpose shall be given effect to the extent feasible. Likewise, the
Administrator is authorized to determine all, questions with respect to the
individual rights of the Participants or Beneficiaries under this Plan,
including, but not limited to, all issues with respect to eligibility. The Named
Fiduciary in the exercise of any discretionary powers hereunder, shall exercise
such discretion in a uniform manner with respect to all similarly situated
Participants.

        11.2 ALLOCATION OF FIDUCIARY RESPONSIBILITIES. The Administrator may
allocate certain of its fiduciary responsibilities among others and/or may
designate other persons to carry out certain of its fiduciary responsibilities
in accordance with and subject to the limitations of ERISA section 405. Any
person or group of persons may serve in more than one fiduciary capacity with
regard to the Plan. The Administrator and any fiduciary designated by the
Administrator may employ one or more persons to render advice concerning their
responsibilities under the Plan.

        11.3 RECORDS. The Administrator shall exercise such authority as it
deems appropriate in order to comply with the terms of the Plan relating to the
records of Participants and the amounts which are payable under the Plan. The
Administrator shall make available to each



                                       27
<PAGE>   33

Participant such of its records under the Plan as pertain to him for examination
at reasonable times during normal business hours.

        11.4 APPOINTMENT OF COMMITTEE. The day-to-day administration of the Plan
shall be handled by a Committee comprised of at least one individual, if such a
Committee is appointed by the Administrator as its agent. If no Committee is
appointed, the Administrator shall be the Committee. Each member of the
Committee shall serve until his successor is appointed by the Administrator or
until he otherwise resigns. All expenses of the Committee shall be paid by the
Sponsor. A member of the Committee who is an employee shall not receive any
additional compensation for his or her services on the Committee, but shall be
reimbursed by the Sponsor for expenses incurred.

        11.5 ACTIONS OF COMMITTEE. A majority of the members of the Committee
appointed pursuant to Section 11.4 shall constitute a quorum for the transaction
of business, and shall have full power to act hereunder. Action by the Committee
shall be official if approved by a vote of a majority of the members present at
any official meeting. The Committee may, without a meeting, authorize or approve
any action by written instrument signed by a majority of all of the members. Any
written memorandum signed by the Chairman, any other member of the Committee, or
any other person duly authorized by the Committee to act regarding the subject
matter of the memorandum, shall have the same force and effect as a formal
resolution adopted in open meeting.

        A member of the Committee may not vote or decide upon any matter
relating solely to him or vote in any case in which his individual fight or
claim to any benefit under the Plan is specifically involved. If a Committee
member is so disqualified to act and the remaining members then present cannot,
by majority vote, act or decide, the Sponsor will appoint a temporary substitute
member to exercise all of the powers of the disqualified member concerning the
matter in which he is disqualified.

        The Committee shall maintain minutes of its meetings and written records
of its actions. Members may participate and hold a meeting of the Committee by
means of telephone conference or similar communications equipment which permits
all persons participating in the meeting to hear each other; however, minutes
and written records must be maintained of such meeting. Participation in such a
meeting constitutes presence in person at such meeting.

        11.6 OTHER POWERS AND DUTIES OF THE ADMINISTRATOR. The Administrator,
the Committee and any persons or entities designated by the Administrator,
except as otherwise set forth in the Policy, shall have all powers necessary or
desirable to administer the Plan, including, but not limited to, the following:

                (a)     in its sole discretion, to construe and interpret the
                        Plan, reconcile errors and supply omissions in the Plan,
                        and decide all questions of eligibility;

                (b)     to prescribe procedures to be followed by Participants
                        in making elections under the Plan and in filing claims
                        under the Plan;

                (c)     to prepare and distribute information explaining the
                        Plan to Participants;



                                       28
<PAGE>   34

                (d)     to obtain from Participants such information as shall be
                        necessary for the proper administration of the Plan;

                (e)     to keep records of elections, claims, and disbursements
                        for claims under the Plan;

                (f)     to appoint individuals or committees to assist in the
                        administration of the Plan and to engage any other
                        agents it deems advisable, including legal and actuarial
                        counsel;

                (g)     to purchase any insurance deemed necessary for providing
                        benefits under the Plan;

                (h)     to accept, modify, or reject elections under the Plan;

                (i)     to promulgate election forms and claims forms to be used
                        by Participants;

                (j)     to prepare and file any reports or returns regarding the
                        Plan required by the Code, ERISA, or any other laws;

                (k)     to determine and announce any Participant contributions
                        required hereunder;

                (l)     to determine and enforce any limits on benefits elected
                        hereunder;

                (m)     to take such action as may be necessary to cause the
                        payroll deduction of any Participant contributions
                        required hereunder;

                (n)     to, notwithstanding any other provision of the Plan, in
                        the event the Administrator determines that as a result
                        of administrative or arithmetic error, it has, with
                        respect to one or more Individuals, incorrectly
                        determined eligibility for participation, job
                        classification, or other items involving or concerning
                        the continued qualification of the, Plan under the Code,
                        and determines further that such error has resulted in
                        one or more Individuals receiving a smaller (or greater)
                        benefit provided by the Plan than they would have in the
                        absence of the error, take such steps as shall be
                        necessary or appropriate to correct such error with
                        respect to the affected individuals, utilizing whatever
                        method will result in the least overall cost to the
                        Plan; and

                (o)     to recover overpayments erroneously made from the Plan
                        to Participants, Beneficiaries, or others utilizing
                        whatever method will result in the least overall cost to
                        the Plan.

        11.7 INDEMNIFICATION. The Sponsor and the Employers agree to and shall
indemnify and hold harmless each Indemnified Person (as defined in this Section)
from and against any and all claims, losses, damages, causes of action, suits,
and liability of every kind, including all



                                       29
<PAGE>   35

expenses of litigation, court costs and reasonable attorney's fees, incurred in
connection with the Plan. "Indemnified Person" shall mean each member of the
Committee, and each employee, officer, or director of the Sponsor or of an
Employer acting as a fiduciary of the Plan. Such indemnity shall apply
regardless of whether the claims, losses, damages, causes of action, suits, or
liability arise in whole or in part from the negligence or other fault on the
part of the Indemnified Person, except to the extent there has been a final
adjudication that the claim or liability results from the gross negligence or
willful misconduct of the Indemnified Person.

        11.8 RELIANCE ON TABLES, ETC. In administering the Plan, the
Administrator will be entitled, to the extent permitted by law, to rely
conclusively upon all tables, valuations, certificates, opinions and reports
which are furnished by accountants, counsel or other experts employed or engaged
by the Administrator.

        11.9 CLAIMS AND REVIEW PROCEDURES.

                (a)     CLAIMS PROCEDURE. If any person believes he is being
                        denied any rights or benefits under the Plan, such
                        person may file a written claim with the Administrator.
                        If the claim is wholly or partially denied, the
                        Administrator will notify the claimant of its decision
                        in writing. Such notification will be written in a
                        manner calculated to be understood by such person and
                        will contain: (i) specific reasons for the denial, (ii)
                        specific reference to pertinent Plan provisions, (iii) a
                        description of any additional material or information
                        necessary for the person to perfect his claim and an
                        explanation of why such material or information is
                        necessary, and (iv) information as to the steps to be
                        taken if the person wishes to submit a request for
                        review. Notification of a claim denial will be given
                        within ninety (90) days after the claim is received by
                        the Administrator, or within one hundred eighty (180)
                        days if special circumstances require an extension of
                        time for processing the claim, in which case written
                        notice of such extension and the circumstances shall be
                        given to the claimant within the initial ninety (90) day
                        period. If the claimant does not receive written notice
                        that the claim has been denied within the initial ninety
                        (90) day period, or within the one hundred eighty (180)
                        day period, if applicable, the claim will be deemed to
                        have been denied as of the last day of such period, and
                        such person may request a review of his claim.

                (b)     REVIEW PROCEDURE. Within sixty (60) days after the date
                        on which a person receives written notice of a claim
                        denial, or if applicable, within sixty (60) days after
                        the date on which such denial is deemed to have
                        occurred, such person or his duly authorized
                        representative may file a written request with the
                        Administrator for a review of his denied claim. The
                        claimant and/or his authorized representative may
                        inspect pertinent documents and submit written issues
                        and comments to the Administrator. The Administrator
                        will notify the claimant of its decision in writing.
                        Such notification will be written in a manner calculated
                        to be understood by such person and will contain
                        specific reasons for the decision, as well as



                                       30
<PAGE>   36

                        specific references to pertinent Plan provisions. The
                        decision on review will be made within sixty (60) days
                        after the request for review is received by the
                        Administrator, or within one hundred twenty (120) days
                        if special circumstances require an extension of time.
                        If such an extension of time is taken, the Administrator
                        shall notify the claimant in writing within the initial
                        sixty (60) day period and shall state the circumstances
                        and the date on which a decision is expected. If the
                        claimant does not receive written notice of the decision
                        within the initial sixty (60) day period, or within the
                        one hundred twenty (120) day period if applicable, the
                        claim shall be deemed to have been denied on review.

        11.10 PARTICIPANT'S RESPONSIBILITIES. Each Participant shall be
responsible for providing the Administrator and the Sponsor with the
Participant's and his beneficiary's current address. Any notices required or
permitted to be given under this Section shall be deemed given if directed to
such address and mailed by regular United States mail. Neither the Administrator
nor the Sponsor shall have any obligation or duty to locate a Participant or
beneficiary. In the event that a Participant or beneficiary becomes entitled to
a payment under the Plan and such payment is delayed or cannot be made because:

                (a)     the current address according to Sponsor records is
                        incorrect;

                (b)     the Participant or beneficiary fails to respond to the
                        notice sent to the current address according to Sponsor
                        records;

                (c)     of conflicting claims to such payments; or

                (d)     of any other reason.

The amount of such payment, if and when made, shall be that determined under the
provisions of the Plan without consideration of any interest which may have
accrued.

        11.11 MISSING PERSONS. If any amount becomes payable under the Plan to a
Participant or beneficiary and the same shall not have been claimed, or if any
check issued under the Plan remains uncashed, and reasonable care shall have
been exercised by the Administrator in attempting to make such payments, the
amount shall be forfeited within such period as is necessary to prevent escheat
under any applicable law and shall cease to be a liability of the Plan.

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

        11.13 EXPENSES. The Employer shall bear all costs and expenses
associated with the administration of this Plan which are not paid by an
established trust, if any.



                                       31
<PAGE>   37

                                  ARTICLE XII
                        AMENDMENT OR TERMINATION OF PLAN

        12.1 AMENDMENT OF PLAN. The Sponsor expressly reserves the right to
amend the elections, terms and conditions of the Plan, if necessary; provided,
however, that without the express, prior written consent of each Participant and
Covered Dependent at the time the amendment is signed (or, if earlier, is
effective), no amendment to this Plan shall reduce the coverages available or
benefits payable under the Plan or decrease the individuals who may be
Participants or Covered Dependents under this Plan. Any amendment that is
necessary with respect to the Plan and permitted under this Section shall be
made only by a written instrument signed by the appropriate person or persons
and shall be binding upon and effective with respect to each Employer and its
Participants, Dependents, and Eligible Individuals.

        12.2 TERMINATION OF PLAN. The Sponsor may terminate or discontinue this
Plan at any time, if necessary, only by a written instrument signed by its
authorized officer and only with the express, prior written consent of all
Participants and Covered Dependents at the effective date of the termination or
discontinuation. Notwithstanding anything in the Plan to the contrary, coverages
and benefits provided under this Plan are to be continued for the life of each
Board Member, each Officer and each Spouse, and the Plan and the Sponsor's
obligations under the Plan may not be terminated or discontinued without the
express, prior written consent of each Board Member, Officer and Spouse. Upon
termination or discontinuance of the Plan as permitted by this Section, all
elections shall terminate, and reimbursements or payments of Qualified Medical
Expenses shall be made only in accordance with ARTICLE VI.

                                  ARTICLE XIII
                                  MISCELLANEOUS

        13.1 INFORMATION TO BE FURNISHED. Participants shall provide the
Employer and Administrator with such information and evidence as may reasonably
be requested from time to time for the purpose of administering the Plan.

        13.2 LIMITATION OF RIGHTS. Neither the establishment of the Plan, nor
any amendment of the Plan, nor the payment of any benefits shall be construed as
giving to any Participant or other person any legal or equitable right against
the Employer or Administrator or their respective officers and directors, as an
employee or otherwise, except as expressly provided in this Plan, and in no
event will the terms of employment or service of any Participant or employee be
modified or in any way affected by this Plan.

        13.3 BENEFITS NOT SOLELY FROM POLICY. Except as required by law,
applicable regulation or elsewhere in this Plan, the benefits provided under the
Plan shall be paid solely from the Policy so long as there is a Policy. If there
is no Policy, benefits payable under this Plan shall be paid from the general
assets of the Sponsor. Nothing in this Plan shall be construed to



                                       32
<PAGE>   38

require (except as required by law and applicable regulation) any Fiduciary or
the Administrator to maintain any fund or segregate any amount for the benefit
of any Participant.

        13.4 NONASSIGNABILITY OF RIGHTS. The right of any Participant to receive
any reimbursement under the Plan shall not be alienable by the Participant by
assignment or any other method and shall not be subject to being taken by his
creditors by any process whatsoever, and any attempt to cause such right to be
so subjected will not be recognized, except to such extent as may be required by
law.

        13.5 NO GUARANTEE OF TAX CONSEQUENCES. Neither the Employer nor the
Administrator makes any commitment or guarantee that any amounts paid to or for
the benefit of a Participant under ARTICLES V or VI will be excludable from the
Participant's gross income for federal or state income employment tax purposes,
or that any other federal or state tax treatment will apply to or be available
to any Participant. It shall be the obligation of each Participant to determine
whether each payment under ARTICLES V or VI is excludable from the Participant's
gross income for federal and state income and employment tax purposes, and to
notify the Employer if the Participant has reason to believe that any such
payment is not so excludable.

        13.6 SEVERABILITY. If any provision of this Plan is held invalid,
unenforceable or inconsistent with any law, regulation or requirement for a
medical plan governed by Code sections 104 or 105 or ERISA, its invalidity,
unenforceability or inconsistency shall not affect any other provision of the
Plan, and the Plan shall be construed and enforced as if such provision were not
a part of the Plan.

        13.7 CONSTRUCTION OF TERMS. Words of gender shall include persons and
entities of any gender, the plural shall include the singular and the singular
shall include the plural. Section headings exist for reference purposes only and
shall not be construed as part of the Plan.

        13.8 CHOICE OF LAW/JURISDICTION AND VENUE. THIS PLAN SHALL BE CONSTRUED,
ADMINISTERED, AND GOVERNED IN ALL RESPECTS (i) UNDER APPLICABLE FEDERAL LAW,
INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF ERISA AND THE CODE AND RELEVANT
INTERPRETATIONS OF BOTH, AND (ii) TO THE EXTENT NOT PREEMPTED BY FEDERAL LAW,
UNDER THE LAWS OF THE STATE OF TEXAS. EXCLUSIVE JURISDICTION AND VENUE OF ALL
DISPUTES ARISING OUT OF OR RELATING TO THIS PLAN SHALL BE IN ANY COURT OF
APPROPRIATE JURISDICTION IN DALLAS COUNTY, TEXAS. THE PROVISIONS OF THIS SECTION
SHALL SURVIVE AND REMAIN IN EFFECT UNTIL ALL OBLIGATIONS ARE SATISFIED,
NOTWITHSTANDING ANY TERMINATION OF THE PLAN.

        13.9 NO VESTED INTEREST. Except for the right to receive any benefit
payable under the Plan in regard to a previously incurred claim, no person shall
have any right, title, or interest in or to the assets of any Employer because
of the Plan.

        13.10 NO GUARANTEE OF EMPLOYMENT. Nothing in this Plan shall be
construed as a (i) contract of employment between an Employer and any
Individual, (ii) guarantee that any



                                       33
<PAGE>   39

Individual will be continued in the employment or service of an Employer, or
(iii) limitation on the right of an Employer to discharge any of its employees
with or without cause.

        13.11 ADOPTION BY SUCCESSOR EMPLOYER OR AFFILIATES. In the event of the
reorganization, purchase, merger, dissolution, or reconstitution, whether direct
or indirect, of the Sponsor, any successor entity shall be required to adopt and
continue the Plan; in which event, the Plan shall continue without any gap or
lapse in coverage or benefits. Failure of the Sponsor to obtain such assumption
and agreement prior to the effectiveness of any such succession shall be a
breach of this agreement and shall entitle the Participants and Covered
Dependents at that time to a lump sum payment from the Sponsor as liquidated
damages that will be an amount equal to the sum of (i) the total value of the
coverages and benefits under the Plan to such individual and (ii) the cost to
obtain identical (or better) replacement coverage for Plan coverage for such
individual.

        The Sponsor shall pay to each Participant and Covered Dependent all
legal fees and expenses incurred by that individual, if any, in seeking to
obtain or enforce any right, coverage or benefit provided by this Agreement. An
individual entitled to a payment under this Section shall not be required to
mitigate the amount of a payment due to him under this Section, and
notwithstanding anything in the Plan to the contrary, payments due under this
Section shall not be reduced by any coverage or benefits received by a payment's
recipient from any other source. Throughout the Plan, a purposeful distinction
is drawn between the Sponsor and the Employers. The powers and responsibilities
assigned to the Sponsor by the Plan shall apply exclusively to the Sponsor.

        13.12 BONDING. Every Fiduciary, except a bank or an insurance company,
unless exempted by ERISA and its regulations, shall be bonded in an amount not
less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond, $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by a Fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in section 412(a)(2) of ERISA), and the bond shall be in a
form approved by the Secretary of Labor. Notwithstanding anything in the Plan to
the contrary, the cost of such bonds shall be an expense of and may, at the
election of the Administrator, be paid by the Employer.

                                  ARTICLE XIV
                     QUALIFIED MEDICAL CHILD SUPPORT ORDERS

        14.1 NOTIFICATION OF RECEIPT OF CHILD SUPPORT ORDER. Upon receipt by the
Administrator of a medical child support order, an administrative notice, or a
National Medical Support Notice as set forth in ERISA, the Administrator shall
tell the Participant and the



                                       34
<PAGE>   40

potential alternate recipient of the medical child support order, administrative
notice or National Medical Support Notice that it has received the medical child
support order, administrative notice, or National Medical Support Notice within
fifteen (15) days of the Administrator's receipt of the medical child support
order, administrative notice, or National Medical Support Notice. The
notification shall also describe the procedures for determining whether the
medical child support order, administrative notice, or National Medical Support
Notice is a "Qualified Medical Child Support Order"as defined in section 609 of
ERISA. The procedures shall permit a potential alternate recipient to designate
a representative to receive copies of notices with respect to a medical child
support order, administrative notice, or National Medical Support Notice.

        The Administrator shall determine if the medical child support order,
the administrative notice or the National Medical Support Notice is a Qualified
Medical Child Support Order within sixty (60) days of receipt of such order or
notice, unless circumstances cause a delay. If a delay is required, the
potential alternate recipient shall be notified of any such delay in writing.

        14.2 PROCEDURES TO DETERMINE IF MEDICAL CHILD SUPPORT ORDER IS A
QUALIFIED MEDICAL CHILD SUPPORT ORDER. The Administrator shall review the
medical child support order, the administrative notice, or the National Medical
Support Notice (or request legal counsel to review the medical child support
order, administrative notice or National Medical Support Notice) and verify that
the following items are appropriately addressed in the medical child support
order, administrative notice, or National Medical Support Notice:

                (a)     The medical child support order, administrative notice
                        or National Medical Support Notice must create or
                        recognize the existence of an alternate recipient's
                        right to receive benefits for which the Participant or
                        beneficiary is eligible under the Plan or to assign
                        those rights;

                (b)     The medical child support order, administrative notice
                        or National Medical Support Notice must identify the
                        parties responsible for paying for the benefits that are
                        the subject of the order, notice or National Medical
                        Support Notice; (c) The medical child support order,
                        administrative notice, or National Medical Support
                        Notice must clearly specify the name and last known
                        mailing address of each alternate recipient covered by
                        the order, administrative notice or National Medical
                        Support Notice or must provide the name and address of
                        any state official or political subdivision that will be
                        substituted for that of the alternate recipient. Payment
                        made to any such selected official shall be treated as
                        payment made to the alternate recipient;

                (d)     The medical child support order, administrative notice,
                        or National Medical Support Notice must specify in a
                        reasonable description the type of coverage to be
                        provided by the Plan to each alternate recipient or the
                        manner in which the type of coverage is to be
                        determined;



                                       35
<PAGE>   41

                (e)     The medical child support order, administrative notice
                        or National Medical Support Notice must specify the
                        period to which the order, administrative notice or
                        National Medical Support Notice applies;

                (f)     The medical child support order, administrative notice,
                        or National Medical Support Notice must not require the
                        Plan to provide any type or form of benefit not
                        otherwise provided under the Plan; and

                (g)     The medical child support order, administrative notice
                        or National Medical Support Notice must clearly be an
                        order, administrative notice, judgment, decree, approval
                        of a settlement or a National Medical Support Notice.

        If the Administrator determines the medical child support order,
administrative notice or National Medical Support Notice satisfies all of the
above requirements, the medical child support order, administrative notice or
National Medical Support Notice shall, subject to SECTION 14.4, be a Qualified
Medical Child Support Order, and the Administrator shall notify, in writing,
each of the alternate recipient(s) or the alternate recipient(s)' selected
official or political subdivision, if applicable, and the Participant or
beneficiary related to such alternate recipient(s) that the order,
administrative notice, or National Medical Support Notice is a Qualified Medical
Child Support Order. The Administrator shall also notify the Participant that he
must execute a new enrollment form to cover the cost of such coverage or
otherwise notify the party responsible for paying for the coverage of their
obligations with respect to payment for the coverage. If the Administrator
determines that the order or administrative notice, or National Medical Support
Notice is not a Qualified Medical Child Support Order, the Administrator shall
notify, in writing, each of the proposed alternate recipient(s) or the alternate
recipient(s)' selected official or political subdivision, if applicable, and the
related Participant or beneficiary that the order, administrative notice, or
National Medical Support Notice is not a Qualified Medical Child Support Order,
why the order, administrative notice or National Medical Support Notice failed
to qualify as such and their rights, if any, to appeal such decision.

        14.3 TREATMENT OF ALTERNATE RECIPIENT UNDER QUALIFIED MEDICAL CHILD
SUPPORT ORDER. The Administrator shall treat each alternate recipient under a
Qualified Medical Child Support Order as a Participant under the Plan, but only
for purposes of the reporting and disclosure requirements imposed by ERISA.

        14.4 COST OF QUALIFIED MEDICAL CHILD SUPPORT ORDER BENEFITS. The cost of
the coverage provided under the Qualified Medical Child Support Order shall be
paid by the party designated as responsible for paying for such coverage in the
order, administrative notice or National Medical Support Notice.

        In the event a medical child support order, administrative notice, or
National Medical Support Notice does not specify the party responsible for
payment for the alternate recipient's coverage under the medical child support
order, administrative notice, or National Medical Support Notice, the
Administrator shall either deny the medical child support order's,
administrative notice's, or National Medical Support Notice's qualified status
and send copies of



                                       36
<PAGE>   42

the Qualified Medical Child Support Order procedures to the parties, or file an
appropriate pleading in either the Federal district court or in the domestic
relations court requesting revisions of the issued order, administrative notice
or National Medical Support Notice in such a manner as to qualify the order,
administrative notice, or National Medical Support Notice as a Qualified Medical
Child Support Order.

        14.5 QUALIFIED MEDICAL CHILD SUPPORT ORDER AND MEDICAID. The
Administrator shall not consider the alternate recipient's eligibility for
Medicaid when enrolling the alternate recipient in the Plan. The Plan shall
comply with the alternate recipient's assignment rights under Medicaid, if any.

        14.6 PAYMENTS OR REIMBURSEMENTS UNDER A QUALIFIED MEDICAL CHILD SUPPORT
ORDER. The Administrator is permitted to pay or reimburse the alternate
recipient, the alternate recipient's custodial parent, or any state official or
political subdivision selected by the alternate recipient to receive payments
for any benefit payments due under the Plan to or on behalf of the alternate
recipient.

        14.7 ALTERNATE RECIPIENT. "Alternate recipient" means the individual
designated as the person entitled to receive health care coverage under the
Qualified Medical Child Support Order.

                                   ARTICLE XV
                                     POLICY

        The Policy set forth on Exhibit A to this Plan is incorporated by this
reference as part of the Plan document. Any amendment or replacement of any of
the documents comprising the Policy may be certified by a duty authorized
officer of the Sponsor, and may be updated as required, without any need to
amend this document. But, to the extent any part of the Policy conflicts with or
contradicts the provisions of this document, this document shall govern in
determining (i) the rights of Participants, their Covered Dependents and, if
any, their other covered beneficiaries, and (ii) the obligations of the
Employers, Administrator, and any Fiduciary to Participants, Covered Dependents
and, if any, other covered beneficiaries.

                                  ARTICLE XVI
                             PARTICIPATING EMPLOYERS

        16.1 ADOPTION BY OTHER EMPLOYERS. Notwithstanding anything in this
document to the contrary, with the written consent of the Sponsor, any other
corporation or entity, whether an affiliate or subsidiary or not, may adopt this
Plan and become a Participating Employer, by a properly executed document
evidencing said intent and will of such Participating Employer. Participating
Employers who have adopted the Plan are listed on Exhibit B to this Plan, as it
may be amended from time to time.



                                       37
<PAGE>   43

        16.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS.

                (a)     The transfer of any Participant from or to an Employer
                        participating in this Plan, whether he be an employee of
                        the Sponsor or a Participating Employer, shall not
                        affect such Participant's rights under the Plan, and his
                        length of participation in the Plan shall continue to
                        his credit.

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

        16.3 DESIGNATION OF AGENT. Each Participating Employer shall be deemed
to be a part of this Plan-, provided, however, that with respect to all of its
relations with the Administrator for the purpose of this Plan, each
Participating Employer shall be deemed to have designated irrevocably the
Sponsor as its agent.

        16.4 TRANSFERS. It is anticipated that an Individual who is an employee
may be transferred between Participating Employers, and in the event of any such
transfer, the employee involved shall carry with him his accumulated service and
eligibility. No such transfer shall effect a termination of employment under
this Plan, and the Participating Employer to which the employee is transferred
shall become obligated under this Plan with respect to such employee in the same
manner as was the Participating Employer from whom the employee was transferred.

        16.5 PARTICIPATING EMPLOYER'S CONTRIBUTION. All contributions made by a
Participating Employer, as provided for in this Plan, shall be determined
separately by each Participating Employer and shall be paid for the exclusive
benefit of the employees of such Participating Employer and the Beneficiaries of
such employees, subject to all the terms and conditions of this Plan. On the
basis of the information furnished by the Employers to the Administrator, the
Administrator shall keep separate books and records concerning the Plan affairs
of each Participating Employer and as to the accounts and credits of the
employees of each Participating Employer. The Administrator may, but need not,
register contracts so as to evidence that a particular Participating Employer is
the interested Employer, but in the event of an employee transfer from one
Participating Employer to another, the employing Employer shall immediately
notify the Administrator.

        16.6 DISCONTINUANCE OF PARTICIPATION. Any Participating Employer shall
be permitted to discontinue or revoke its participation in the Plan. At the time
of any such discontinuance or revocation, satisfactory evidence of such action
and of any applicable conditions imposed shall be delivered to the
Administrator. The Administrator shall thereafter transfer, deliver and assign
the contracts and other assets allocable to the Participants of such
Participating Employer to such new Administrator as shall have been designated
by such Participating Employer, in the event that it has established a separate
medical care plan for its employees. If no successor is designated, the
Administrator shall retain such assets for the employees of said Participating
Employer. In no such event shall any part of the corpus or income of the Trust
as it relates to



                                       38
<PAGE>   44

such Participating Employer be used for or diverted for purposes other than for
the exclusive benefit of the employees of such Participating Employer.

        16.7 ADMINISTRATOR'S AUTHORITY. The Administrator shall have authority
to make any and all necessary rules or regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.

        IN WITNESS WHEREOF, the Corporation has caused this Plan to be executed
in its name and on its behalf this 23rd day of June, 2000 authorized
representative.

                                       "SPONSOR"

                                       DALLAS SEMICONDUCTOR CORPORATION


                                       By:    /s/ Alan P. Hale
                                          --------------------------------------


                                       Title: V. P. Finance & CFO



                                       39
<PAGE>   45

                                    EXHIBIT A

                                     POLICY



                                       40
<PAGE>   46

                                    EXHIBIT B

                             PARTICIPATING EMPLOYERS



                                       41
<PAGE>   47

                                    EXHIBIT C

                                    OFFICERS


C. V. Prothro
Chao C. Mai
Michael L. Bolan
Alan P. Hale
Jack Von Gillern



                                       42
<PAGE>   48

                                    EXHIBIT D

                                  BOARD MEMBERS


Richard L. King

Merlyn D. Sampels

Carmelo J. Santoro

Adm. E.R. Zumwalt, Jr.



                                       43
<PAGE>   49

                                    EXHIBIT E

                                     SPOUSES


Nancy J. Santoro

Anita R. Sampels

Carolyn Leftwich

Karen L. Hale

Shao S. Mai

Caren H. Prothro

Elizabeth L. Von Gillern



                                       44
<PAGE>   50

                                    EXHIBIT F

                               ELIGIBLE EMPLOYEES
                              (OTHER THAN OFFICERS)

Matt Adams

Philip A. Adams

G. Malcom Bayless

Heber L. Clement

Met Cruz

Stephen M. Curry

Don Dias

Jeffrey L. Hannon

Tom Harrington, III

David L. Heim

Jerry L. Housden

Joe Hundt

Reynold W. Kelm

Hal Kurkowski

Robert D. Lee

John E. Manton, III

Wayne Mendenhall

Kenneth B. Molitor

Joe Monroe

David J. Rapier

John Rea

Sandy Scherpenberg

Michael D. Smith

Gay T. Vencill

Clark R. Williams



                                       45
<PAGE>   51

                                AMENDMENT ONE TO

                      THE DALLAS SEMICONDUCTOR CORPORATION

                         EXECUTIVES RETIREE MEDICAL PLAN

        Amendment made to the Dallas Semiconductor Corporation Executives
Retiree Medical Plan, Effective October 1, 1999 (the "Plan"), by Dallas
Semiconductor Corporation (the "Corporation").

                               W I T N E S S E T H

        WHEREAS, the Corporation sponsors the Plan to provide retiree (and
limited other) medical care benefits to board members, officers, certain other
eligible retirees, and the eligible spouses of board members and officers; and

        WHEREAS, the Corporation desires to amend the Plan to permit the spouse
of Richard King, Carol Edgar, to participate in the Plan, effective June 24,
2000, the date of their marriage; and

        WHEREAS, by the terms of Section 12.1 of the Plan, the Plan may be
amended by the Corporation.

        NOW, THEREFORE, effective June 24, 2000, the Plan is hereby amended as
follows:

        1. Section 2.37 is deleted in its entirety and the following is
substituted in its place:

                "2.37 'SPOUSE' means the wife of an Officer or of a Board Member
        on the date of his Retirement, and in the case of only Richard King,
        means Carol Edgar, effective June 24, 2000. Carol Edgar, effective June
        24, 2000 and each person who was a spouse of an Officer or of a Board
        Member on the Effective Date are listed on Exhibit E, but being listed
        on Exhibit E does not make an individual a Spouse for purposes of this
        Plan."

        2. Existing Exhibit E to the Plan is deleted in its entirety, and the
attached Exhibit E is substituted in its place.



<PAGE>   52

        IN WITNESS WHEREOF, the Corporation, has caused this instrument to be
executed by its duly authorized officer on this 23rd day of June, 2000, to be
effective June 24, 2000.


                                    DALLAS SEMICONDUCTOR CORPORATION


                                    BY:     /S/ ALAN P. HALE
                                       -----------------------------------------

                                    Title: Vice President - Finance and Chief
                                                   Financial Officer



                                       2
<PAGE>   53

                                    EXHIBIT E


                                     SPOUSES

Nancy J. Santoro

Anita R. Sampels

Carolyn Leftwich

Karen L. Hale

Shao S. Mai

Caren H. Prothro

Elizabeth L. Von Gillern

Carol Edgar


                                AMENDMENT TWO TO
                      THE DALLAS SEMICONDUCTOR CORPORATION
                         EXECUTIVES RETIREE MEDICAL PLAN

        Amendment made to the Dallas Semiconductor Corporation Executives
Retiree Medical Plan, effective October 1, 1999 (the "Plan"), by Dallas
Semiconductor Corporation (the "Corporation").

                               W I T N E S S E T H

        WHEREAS, the Corporation sponsors the Plan to provide retiree (and
limited other) medical care benefits to board members, officers, certain other
eligible retirees, and the eligible spouses of board members and officers; and

        WHEREAS, the Corporation desires to amend the Plan to clarify that the
Plan will not impose a pre-existing condition limitation; and

        WHEREAS, by the terms of SECTION 12.1 of the Plan, the Plan may be
amended by the Corporation.



                                       3
<PAGE>   54

        NOW, THEREFORE, effective October 1, 1999, the Plan is hereby amended as
follows:

        1. SECTION 2.34 is deleted in its entirety, and the following is
substituted in its place:

                "2.34 `QUALIFIED MEDICAL EXPENSE' means an expense incurred by a
        Participant, by the Participant's spouse or by a Dependent of such
        Participant for medical care as defined in Code section 213, including,
        without limitation, amounts paid for hospital bills and doctor bills,
        but only to the extent that (i) the participant or other person is not
        reimbursed for the expense through insurance or otherwise, other than
        under the Plan, and (ii) the expense is not taken into account as a
        deduction by the Participant on his Internal Revenue Service Form 1040."

        2. The second sentence of SECTION 5.1 is deleted in its entirety, and
the following is substituted in its place:

        "Subject to SECTIONS 5.2(a) and 12.1, the specific coverages and
        benefits available to Participants are set forth in the Policy or if
        there is no Policy, in the Policy last in effect in connection with the
        Plan."

        3. SECTION 5.2(a) is deleted in its entirety, and the following is
substituted in its place:

                "5.2 PRE-EXISTING CONDITIONS.

                (A)     PRE-EXISTING CONDITIONS. Notwithstanding anything in the
                        Plan or any Policy to the contrary, the Plan shall not
                        impose any type of pre-existing condition exclusion.
                        Notwithstanding anything in any Policy to the contrary,
                        a pre-existing condition in a Policy shall not include
                        any condition that does not fall within the definition
                        of a Pre-existing Condition, no pre-existing condition
                        shall include a condition for which Genetic Information
                        was used as a basis for asserting the existence of the
                        condition if there has been no diagnosis of the
                        condition related to such information, and the period
                        during which any exclusion or limitation of benefits
                        (relating to a condition based on the fact that the
                        condition was present before a person's Enrollment Date)
                        in the Policy would be enforced (if the Plan allowed
                        pre-existing condition exclusions) for no longer than
                        the excess of twelve (12) months (eighteen (18) months
                        for a Late Enrollee), beginning on his Enrollment Date,
                        over the aggregate of the periods of Creditable Coverage
                        (if any) applicable to the Participant as of his
                        Enrollment Date."



                                       2
<PAGE>   55

        5. The last sentence of SECTION 8.1 is amended to delete the words
"coverage limitations" in that sentence and to substitute "coverage maximums" in
their place.


        IN WITNESS WHEREOF, the Corporation has caused this instrument to be
executed by its duly authorized officer effective October 1, 1999.


                                       DALLAS SEMICONDUCTOR CORPORATION


                                       By:     /s/ Alan P. Hale
                                          --------------------------------------

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



                                       3
<PAGE>   56

                               AMENDMENT THREE TO

                      THE DALLAS SEMICONDUCTOR CORPORATION

                         EXECUTIVES RETIREE MEDICAL PLAN

        Amendment made to the Dallas Semiconductor Corporation Executives
Retiree Medical Plan, effective October 1, 1999 (the "Plan"), by Dallas
Semiconductor Corporation (the "Corporation").


                               W I T N E S S E T H

        WHEREAS, the Corporation sponsors the Plan to provide retiree (and
limited other) medical care benefits to board members, officers, certain other
eligible retirees, and the eligible spouses of board members and officers; and

        WHEREAS, the Corporation desires to amend the Plan to permit three
Directors appointed after October 19, 1999, Jeffrey A. Koch, John K. Foley and
Larry N. Bright, to participate in the Plan, effective on the date each was
appointed as a Director; and

        WHEREAS, by the terms of Section 12.1 of the Plan, the Plan may be
amended by the Corporation.

        NOW, THEREFORE, effective as provided below, the Plan is amended as
follows:

        1. SECTION 2.10 is deleted in its entirety, effective October 9, 2000,
and the following is substituted in its place:

                        "ELIGIBLE EMPLOYEE" means (i) each Officer of the
                Sponsor on the Effective Date, (ii) each common-law employee of
                an Employer who was designated on the books and records of the
                Employer as a "functionally equivalent" officer on the Effective
                Date and who shared in the contribution made on June 12, 1998,
                to the Dallas Semiconductor Corporation Executive Deferred
                Compensation Plan, (iii) each common-law employee of an
                Employer, on the Effective Date, who, on the Effective Date (or
                within the five (5) calendar year period preceding the Effective
                Date), also held the title of Director or was the Sponsor's
                corporate controller, (iv) effective October 9, 2000, Larry N.
                Bright, John K. Foley and Jeffrey A. Koch, and (v) each
                common-law employee of an Employer, on the Effective Date, who,
                on the Effective Date, held the position of Manager and was
                required to report for operating purposes directly to the
                Sponsor's President and Chief Executive Officer. Each person who
                was an Eligible Employee on the Effective Date or become an
                Eligible Employee as a result of an amendment to the Plan after
                the Effective Date is listed on either Exhibit C or Exhibit F to
                the Plan."



                                       1
<PAGE>   57

        2. Effective October 9, 2000, existing Exhibit F is deleted in its
entirety, and the attached Exhibit F is substituted in its place.

        IN WITNESS WHEREOF, the Corporation, has caused this instrument to be
executed by its duly authorized officer on this 10th day of April, 2001.


                                       DALLAS SEMICONDUCTOR CORPORATION


                                       By:    /s/ Alan P. Hale
                                          --------------------------------------

                                       Name:  Alan P. Hale

                                       Title: Chief Financial Officer



                                       2
<PAGE>   58

                                    EXHIBIT F

                               ELIGIBLE EMPLOYEES

                              (OTHER THAN OFFICERS)

                           (EFFECTIVE OCTOBER 9, 2000)

Matt Adams

Philip A. Adams

G. Malcom Bayless

Larry N. Bright

Heber L. Clement

Mel Cruz

Stephen M. Curry

Don Dias

John K. Foley

Jeffrey L. Hannon

Tom Harrington, III

David L. Heim

Jerry L. Housden

Joe Hundt

Reynold W. Kelm

Jeff Koch

Hal Kurkowski

Robert D. Lee



                                       3
<PAGE>   59

John E. Manton, III

Wayne Mendenhall

Kenneth B. Molitor

Joe Monroe

David J. Rapier

John Rea

Sandy Scherpenberg

Michael D. Smith

Gay T. Vencill

Clark R. Williams



                                       4