EXHIBIT 10.47




                        VERIZON WIRELESS RETIREMENT PLAN


               As Amended and Restated Effective January 1, 2001
  With Amendments Through the Adoption Date of this Amendment and Restatement,
                  including provisions intended to comply with
                    the Uruguay Round Agreements Act (GATT),
    the Uniformed Services Employment and Reemployment Act of 1994 (USERRA),
             the Small Business Job Protection Act of 1996 (SBJPA),
                the Taxpayer Relief Act of 1997 (TRA'97) and the
                Community Renewal Tax Relief Act of 2000 (CRTRA)



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                               TABLE OF CONTENTS


                        VERIZON WIRELESS RETIREMENT PLAN


Article                    Subject Matter                                   Page
-------                    --------------                                   ----

ARTICLE I           STATEMENT OF HISTORY AND PURPOSE...........................1

     Section 1.01   History and Rights Affected................................1

     Section 1.02   Qualification Under the Internal Revenue Code..............1

     Section 1.03   Documents..................................................1

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

ARTICLE III         ELIGIBILITY FOR PARTICIPATION.............................15

     Section 3.01   Transition Benefit Participation..........................15

     Section 3.02   UCN Annuity Pension Benefit...............................15

ARTICLE IV          CREDITING OF SERVICE......................................16

     Section 4.01   Crediting of Service for Transition Benefit Credits.......16

     Section 4.02   Crediting of Service for UCN Annuity Pension Benefit......17

     Section 4.03   Treatment of Years of Vesting Service Upon Reemployment
                      for Amounts Credited to Transition Benefit Accounts.....17

     Section 4.04   Treatment of Service Upon Reemployment for UCN Annuity
                      Pension Benefit Purposes................................18

     Section 4.05   Special Rules.............................................19

ARTICLE V           UCN ANNUITY PENSION BENEFIT FORMULA.......................20

     Section 5.01   Calculation of UCN Annuity Pension Benefit................20

     Section 5.02   UCN Annuity Pension Benefit...............................20

     Section 5.03   UCN Annuity Pension Benefit Transfer Policy...............20

     Section 5.04   UCN Annuity Pension Benefit Freeze........................21

     Section 5.05   20% UCN Annuity Pension Benefit Increase..................21

ARTICLE VI          TRANSITION BENEFIT ACCOUNTS AND CREDITS...................22

     Section 6.01   Establishment of Transition Benefit Account...............22

     Section 6.02   Allocations to Transition Benefit Account.................22

     Section 6.03   Transition Benefit Credits................................22

     Section 6.04   Interest Credits..........................................22

     Section 6.05   Termination of Transition Benefit Account.................23


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                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page

ARTICLE VII         ACCRUED BENEFIT...........................................24

     Section 7.01   Accrued Benefit...........................................24

     Section 7.02   Maximum Benefit Limitations...............................24

ARTICLE VIII        RETIREMENT BENEFITS.......................................26

     Section 8.01   Normal Retirement  Benefits...............................26

     Section 8.02   Postponed Retirement Benefits.............................26

     Section 8.03   UCN Early and Disability Retirement Pension Benefits......26

     Section 8.04   Deferred Vested Benefit...................................27

     Section 8.05   Failure to Elect Payment by Normal Retirement Age.........29

     Section 8.06   Normal Retirement Benefit.................................29

     Section 8.07   Benefits Not Affected by Subsequent Social Security
                       Changes................................................29

ARTICLE IX          DEATH BENEFITS............................................30

     Section 9.01   Death after Benefit Payment Date..........................30

     Section 9.02   Death Prior to Benefit Payment Date.......................30

     Section 9.03   Small Cash Balance Death Benefits.........................31

     Section 9.04   Minimum Distribution Requirements.........................31

     Section 9.05   Sickness Death Benefit....................................31

ARTICLE X           METHOD AND TIMING OF RETIREMENT BENEFIT DISTRIBUTION......33

     Section 10.01  Cash-Outs.................................................33

     Section 10.02  Benefits Not Described in Section 10.01...................33

     Section 10.03  Optional Forms of Benefit Distribution....................35

     Section 10.04  Minimum Distribution Requirements.........................36

     Section 10.05  Required Payment Date.....................................36

     Section 10.06  Accruals While Benefits Are In Pay Status.................36

     Section 10.07  Distributed Contracts.....................................37

     Section 10.08  Application for Benefits..................................37

     Section 10.09  Direct Rollovers..........................................37

     Section 10.10  Non-Duplication of Benefits...............................38

     Section 10.11  Beneficiary Designation Right.............................38


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                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page

     Section 10.12  Form and Content of Spouse's Consent......................38

     Section 10.13  Suspension of Benefit Rules...............................38

ARTICLE XI          PROVISIONS RELATING TO TOP-HEAVY PLANS....................41

     Section 11.01  Definitions...............................................41

     Section 11.02  Determination of Top-Heavy Status.........................43

     Section 11.03  Top-Heavy Plan Minima.....................................43

     Section 11.04  No Suspension of Benefits.................................44

     Section 11.05  Multiple Employer Plan....................................44

ARTICLE XII         CONTRIBUTIONS.............................................45

     Section 12.01  Employer Contributions....................................45

     Section 12.02  Participant Contributions.................................45

     Section 12.03  Expenses of Administration................................45

     Section 12.04  Contracts.................................................45

     Section 12.05  Discontinuance............................................45

     Section 12.06  Sole Source of Benefits...................................46

     Section 12.07  Commingling of Assets.....................................46

ARTICLE XIII        EMPLOYEE BENEFITS COMMITTEE...............................47

     Section 13.01  Appointment and Tenure....................................47

     Section 13.02  Meetings; Majority Rule...................................47

     Section 13.03  Delegation................................................47

     Section 13.04  Authority and Responsibility of the Employee
                       Benefits Committee.....................................47

     Section 13.05  Reporting and Disclosure..................................49

     Section 13.06  Construction of the Plan..................................50

     Section 13.07  Compensation of the Employee Benefits Committee...........50

     Section 13.08  Domestic Relations Orders.................................50

ARTICLE XIV         ALLOCATION AND DELEGATION OF AUTHORITY....................52

     Section 14.01  Authority and Responsibilities of the Employee
                       Benefits Committee.....................................52

     Section 14.02  Authority and Responsibilities of a Trustee...............52

     Section 14.03  Authority and Responsibilities of the Company.............52


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                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page

     Section 14.04  Limitations on Obligations of Named Fiduciaries...........52

     Section 14.05  Designation and Delegation................................53

     Section 14.06  Reports to Board..........................................53

     Section 14.07  Engagement of Assistants and Advisers.....................53

     Section 14.08  Payment of Expenses.......................................53

     Section 14.09  Bonding...................................................53

     Section 14.10  Indemnification...........................................53

ARTICLE XV          BENEFIT APPLICATIONS AND CLAIMS PROCEDURES................55

     Section 15.01  Application for Benefits..................................55

     Section 15.02  Appeals of Denied Claims for Benefits.....................55

ARTICLE XVI         AMENDMENT OF PLAN.........................................57

     Section 16.01  Amendment.................................................57

     Section 16.02  Amendments to the Vesting Schedule........................57

     Section 16.03  Reversion.................................................58

     Section 16.04  Mergers and Consolidations of Plans.......................58

ARTICLE XVII        TERMINATION OF PLAN.......................................59

     Section 17.01  Right to Terminate........................................59

     Section 17.02  Procedure for Complete Termination........................59

     Section 17.03  Continuance of Trust......................................60

     Section 17.04  Nontransferability of Contracts...........................60

     Section 17.05  Limitation on Benefits. ..................................60

     Section 17.06  Recapture of Payments.....................................62

ARTICLE XVIII       MISCELLANEOUS PROVISIONS..................................63

     Section 18.01  Nonalienation of Benefits.................................63

     Section 18.02  No Contract of Employment.................................63

     Section 18.03  Severability of Provisions................................63

     Section 18.04  Heirs, Assigns and Personal Representatives...............63

     Section 18.05  Headings and Captions.....................................64

     Section 18.06  Gender and Number.........................................64

     Section 18.07  Controlling Law...........................................64


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                               TABLE OF CONTENTS
                                  (continued)

                                                                            Page

     Section 18.08  Title to Assets; Source of Benefits.......................64

     Section 18.09  Payments to Minors, Etc...................................64

     Section 18.10  Reliance on Data and Consents.............................64

     Section 18.11  Lost Payees...............................................64

     Section 18.12  Notices...................................................65

     Section 18.13  Counterparts..............................................65

     Section 18.14  Acceptance by Other Employers.............................65

     Section 18.15  Mistaken Payments.........................................65

APPENDIX A          ACTUARIAL ASSUMPTIONS AND FACTORS.........................66

APPENDIX B          PARTICIPATING EMPLOYERS...................................68

APPENDIX C          FORMER EMPLOYEES OF AIRTOUCH COMMUNICATIONS, INC.
                    AND CERTAIN ACTIVE EMPLOYEES OF VODAFONE AMERICAS
                    ASIA INC., FORMERLY, AIRTOUCH COMMUNICATIONS INC..........70




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                                   ARTICLE I

                        STATEMENT OF HISTORY AND PURPOSE

     Section 1.01 History and Rights Affected. The Verizon Wireless Retirement
Plan (the "Plan"), previously known as the Upstate Cellular Network Pension
Plan, was originally established effective January 1, 1994 by Upstate Cellular
Network, a New York partnership between Rochester Telephone Corporation and New
York Cellular Geographic Services Area, Inc. The Plan was frozen as of December
31, 1996. As of December 1, 1999, Upstate Cellular Network was acquired by
Cellco Partnership (d/b/a Bell Atlantic Mobile). Effective December 31, 2000,
sponsorship of the Plan was transferred from Upstate Cellular Network to Cellco
Partnership (d/b/a Verizon Wireless) (the "Company"). In connection with the
addition of Vodafone Group (formerly Vodafone AirTouch PLC) as a partner in the
Company and its related contribution of various assets to the Company,
effective as of the close of December 31, 2000, all of the assets and
liabilities of the AirTouch Communications Employees Pension Plan (the
"AirTouch Plan") were transferred to the Plan. The Plan has been amended and
restated herein, effective as of January 1, 2001 (the "Effective Date"), to
reflect (a) the change in Plan sponsorship, (b) the addition of a transition
benefit for eligible employees, and (c) the transfer of assets and liabilities
from the AirTouch Plan. The Plan has also been amended and restated herein to
comply with the requirements of the Uniformed Services Employment and
Reemployment Rights Act of 1994, the Uruguay Round Agreements Act, the Small
Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997 and the
Community Renewal Tax Relief Act of 2000. Except where an earlier effective
date is specified herein, the provisions of this amended and restated Plan
shall apply only to Employees who complete an Hour of Service on or after the
Effective Date. The rights of an individual who had a Separation from Service
prior to the Effective Date shall otherwise be governed by the Prior Plan as in
effect on the date of his Separation from Service.

     Section 1.02 Qualification Under the Internal Revenue Code. It is intended
that the Plan be a qualified plan within the meaning of section 401(a) of the
Code and that the trust or other Funding Vehicles associated with the Plan be
exempt from federal income taxation pursuant to the provisions of section
501(a) of the Code.

     Section 1.03 Documents. The Plan consists of the Plan document as set
forth herein, and any amendment thereto. Certain provisions relating to the
Plan and its operation are contained in the corresponding Trust Agreements (or
documents establishing any other Funding Vehicle for the Plan), and any
amendments, supplements, appendices and riders to any of the foregoing.


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                                   ARTICLE II

                                  DEFINITIONS

     Section 2.01 "Accrued Benefit" shall mean as of a date of reference,
except as otherwise provided below, the balance on that date of the
Participant's Transition Benefit Account.

          (a) UCN Plan Participants. For a Participant who has a Transition
Benefit Account and a UCN Annuity Pension Benefit under the Plan, the
Participant's Accrued Benefit under this Plan shall be administered in two
parts, the first of which shall be the UCN Annuity Pension Benefit, and the
second of which shall be the benefit which the Participant accrues subsequent
to December 31, 2000 pursuant to Article VI which shall be equal to the balance
of the Participant's Transition Benefit Account.

          (b) Transferred AirTouch Plan Participants. The Accrued Benefit of a
Participant who has a Transition Benefit Account and an AirTouch Annuity
Pension Benefit under the Plan, shall be administered in two parts, the first
of which shall be the AirTouch Annuity Pension Benefit and the second of which
shall be the benefit which the Participant accrues subsequent to December 31,
2000 pursuant to Article VI which shall be equal to the balance of the
Participant's Transition Benefit Account.

          (c) Vodafone Retained AirTouch Plan Participants. The Accrued Benefit
of a Participant who is not a Covered Employee under the Plan, but who has an
AirTouch Annuity Pension Benefit under the Plan, shall be the AirTouch Annuity
Pension Benefit and accruals subsequent to December 31, 2000, if any, pursuant
to Appendix C.

          (d) Pre-2001 Vested Pension. For a Participant who, on December 31,
2000, was a Vested Participant under the Plan or a terminated vested
participant or a formerly active participant in the AirTouch Plan who had not
received a total distribution of his or her pension benefit from the AirTouch
Plan, the Participant's Accrued Benefit under the Plan on and after the
Effective Date shall be either a UCN Annuity Pension Benefit or an AirTouch
Annuity Pension Benefit (as applicable) determined, except to the extent
provided otherwise herein, under the terms of the Plan or the AirTouch Plan (as
applicable) that were in effect on the date such individual ceased active
participation in the Plan or the AirTouch Plan (as applicable) whether or not
the individual is later employed or re-employed by a Participating Employer.

     Section 2.02 "Actuarial Equivalent" shall mean, except as provided in any
other provision of the Plan to the contrary, a benefit of equal actuarial value
determined using the actuarial assumptions and factors set forth in Appendix A
or C, as applicable.

     Section 2.03 "Affiliated Company" shall mean any entity which (a) with a
Participating Employer, constitutes (1) a "controlled group of corporations"
within the meaning of section 414(b) of the Code, (2) a "group of trades or
businesses under common control" within the meaning of section 414(c) of the
Code, or (3) an "affiliated service group" within the meaning of section 414(m)
of the Code, or (b) is required to be


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aggregated with a Participating Employer pursuant to regulations under section
414(o) of the Code. Except as otherwise provided herein, an entity shall be
considered an Affiliated Company only with respect to such period as the
relationship described in the preceding sentence exists.

     Section 2.04 "AirTouch Annuity Pension Benefit" shall mean a pension
benefit transferred to the Plan from the AirTouch Plan as of the close of
December 31, 2000 and subsequent accruals, if any, pursuant to Appendix C
expressed in an annuity in the normal form described in Section 10.02(a)(1).

     Section 2.05 "AirTouch Plan" shall mean the AirTouch Communications
Employees Pension Plan from which all of the assets and liabilities were
transferred to the Plan as of the close of December 31, 2000. See Appendix C
for special rules relating to the transferred assets and liabilities.

     Section 2.06 "Alternate Payee" shall mean the person entitled to receive
payment of benefits under the Plan pursuant to a QDRO.

     Section 2.07 "Beneficiary" shall mean the person or persons (including a
trust or trustee) designated by the Participant pursuant to Section 10.11 to
receive death benefits payable upon the Participant's death, other than death
benefits specifically payable to the Participant's Spouse.

     Section 2.08 "Benefit Payment Date" shall mean the date (prior to the
Effective Date, the first day of the month) as of which the first benefit
payment (whether a single sum or an annuity installment payment) is made (or
the date such payment is due, if such payment is delayed) to the Participant
(or to the surviving Spouse if the Participant's death occurs prior to such
date).

     Section 2.09 "Board" shall mean the board of directors or other governing
body of the Company or a committee of such Board to which the Board has
delegated some or all of its responsibilities hereunder.

     Section 2.10 "Break in Service" shall mean that an Employee fails to
complete more than 500 Hours of Service during an applicable computation
period, or a Plan Year, whichever is applicable.

If an Employee is absent from work by reason of pregnancy, childbirth, or
placement in connection with adoption, or for purposes of care of such
Employee's child immediately after birth or placement in connection with
adoption, such Employee shall be credited, solely for purposes of determining
whether he has incurred a Break in Service, with the Hours of Service with
which such Employee would have been credited but for the absence; or, if such
hours cannot be determined, with eight (8) Hours of Service per normal workday.

The total number of hours to be treated as Hours of Service under this
paragraph shall not exceed 501. The hours described in this paragraph shall be
credited either for the computation period or Plan Year, as applicable, in
which the absence from work begins, if the Employee would be prevented from
incurring a Break in Service in such


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computation period or Plan Year because the period of absence is treated as
Hours of Service under this paragraph, or, in any case, for the computation
period or Plan Year, as applicable, next following the one in which the absence
from work begins; provided, however, that no credit shall be given under this
paragraph with respect to such absence to the extent that credit is given
pursuant to Section 2.25. In order for an absence to be considered as on
account of the reasons described in this paragraph, an Employee shall provide
the Employee Benefits Committee information establishing (a) that the absence
from work is for reasons set forth in this paragraph, and (b) the number of
days for which there was such an absence. Nothing in this paragraph shall be
construed as expanding or amending any maternity or paternity leave policy of a
Participating Employer or Affiliated Company.

     Section 2.11 "Code" shall mean the Internal Revenue Code of 1986, as the
same may be amended from time to time, and any successor statute of similar
purpose.

     Section 2.12 "Company" shall mean, effective as of December 31, 2000, the
Partnership, unless specifically indicated otherwise herein; provided, however,
that as of the IPO Date, "Company" shall mean Verizon Wireless Inc., or such
other Affiliated Company which serves as the public offering vehicle
representing the business of the Partnership, and any successor thereto that
adopts the Plan, acting in its capacity as general managing partner of the
Partnership. Prior to December 31, 2000, "Company" meant Upstate Cellular
Network.

     Section 2.13 "Compensation" shall mean, for any Employee, for any Plan
Year or Limitation Year as the case may be:

          (a) For purposes of determining the Transition Benefit Credits for a
given Plan Year pursuant to Article VI, except as otherwise provided below in
this definition, the fixed and basic salary or wages, short term incentive
payments and commissions paid by a Participating Employer to the Employee
during the applicable period, and including premium pay (such as overtime pay,
shift differential pay and nightwatch pay), short term disability payments, and
draw and guaranteed pay paid to Employees on a commission basis, but excluding
any amounts that the Employee receives during periods when he is not a Covered
Employee, amounts identified as bonuses or incentive payments (other than the
short term incentive payments specified above), fringe benefits (both cash and
non-cash), moving expenses, deferred compensation, welfare benefits (other than
short-term disability payments), expense allowances, and reimbursements.
Notwithstanding the above, Compensation shall be determined prior to giving
effect to any salary reduction election made pursuant to a Code section 401(k)
or 125 plan maintained by a Participating Employer.

          (b) For purposes of determining a Participant's frozen UCN Annuity
Pension Benefit pursuant to Article V of the Plan, the total of an Employee's
salary or wages (prior to January 1, 1996, the total of an Employee's base rate
of pay, bonuses and commissions) paid by the Employer during a Plan Year prior
to January 1, 1997 for services actually rendered by the Employee to the
Participating Employer. For any Employee participating in a Participating
Employer's 401(k) plan or cafeteria plans, the term Compensation shall include
amounts contributed to such plans on behalf of the


                                       4
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Employee pursuant to a salary reduction agreement. Compensation does not
include contributions to this Plan or any other plan of deferred compensation
other than a 401(k) plan (prior to January 1, 1996 nor does it include any
types of extra remuneration of whatever nature (except the bonuses or
commissions included in the first sentence above for such time period)). If an
Employee had participated in a Partner Plan and transferred directly from a
Partner to the Participating Employer, "Compensation" includes compensation,
similarly determined, paid by the Partner during a Plan Year prior to January
1, 1997. No Compensation paid after December 31, 1996 shall be taken into
account in determining a Participant's frozen UCN Annuity Pension Benefit under
the Plan.

          (c) For purposes of Article XI and Section 7.02, wages required to be
reported on IRS Form W-2, paid to the Employee during the applicable period as
defined in Treas. Reg. ss. 1.415-2(d)(11)(i), including, on or after January 1,
1998, any elective deferral (as defined in section 402(g)(3) of the Code) and
any elective contribution or elective deferral that is excluded from gross
income under section 125, 132(f)(4) or 457 of the Code. Notwithstanding the
foregoing, prior to the Effective Date with respect to a Participant's UCN
Annuity Pension Benefit, for purposes of Article XI and Section 7.02,
"Compensation" meant the total remuneration paid to the Participant by the
Participating Employer during the Plan Year for personal services actually
rendered, after the application of any salary reduction agreement the
Participant may have entered into with the Participating Employer, exclusive of
Employer contributions to this Plan or any other plan of deferred compensation,
amounts realized upon the exercise of a stock option or the lifting of
restrictions on restricted stock, amounts realized upon a disqualifying
disposition of stock acquired pursuant to an incentive stock option or other
qualified stock option or other qualified stock option or other amounts which
receive special tax benefits provided in this Section.

          (d) For purposes of the definition of "Highly Compensated Employee"
for periods on or after January 1, 1998, "compensation," as such word is
defined in section 415(c)(3) of the Code, paid to the Employee for the
applicable period.

          (e) Effective as of December 12, 1994, for purposes of this
definition an Employee's Compensation will include the Compensation that the
Employee would have received during a period of Qualified Military Service (or,
if the amount of such Compensation is not reasonably certain, the Employee's
average earnings from the Company or an Affiliated Company for the twelve-month
period immediately preceding the Employee's period of Qualified Military
Service); provided, however, that the Employee returns to work within the
period during which his right to reemployment is protected by law.

          (f) With respect to any Plan Year, only the first $170,000 (or such
other amount as may be applicable under section 401(a)(17) of the Code) of the
amount otherwise described in subsections (a), (b) and (c) of this definition
shall be counted, except that this subsection (f) shall not apply for purposes
of Section 7.02 and determining "Key Employees" under Article XI. In
determining Compensation for purposes of this limitation, the family
aggregation rules of section 401(a)(17)(A) of the


                                       5
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Code, as in effect on December 31, 1996, shall apply for Plan Years beginning
before January 1, 1997.

     Section 2.14 "Contract" shall mean any annuity, pension, retirement
income, or insurance contract or policy providing for payment of benefits under
the Plan, and any deposit administration or other contract or policy providing
for the management of the assets of the Plan by an insurance company.

     Section 2.15 "Covered Employee" shall mean, except as provided otherwise
in Appendix C for purposes of Appendix C, any individual who is employed by a
Participating Employer, other than (i) any person who continues to accrue a
benefit under the GTE Service Corporation Plan for Employees' Pensions, (ii)
any person whose terms and conditions of employment are subject to a collective
bargaining agreement, unless the collective bargaining agreement provides for
the eligibility of such person to participate in this Plan, (iii) any person
who is a foreign national working in a foreign jurisdiction, (iv) an individual
who renders services to a Participating Employer or an Affiliated Company under
circumstances in which his or her wages or remuneration is paid by a third
party service provider or temporary service agency, regardless of any
governmental or judicial determination or holding which characterizes the
individual as an employee of a Participating Employer or an Affiliated Company,
including without limiting the foregoing, a leased employee as defined in
section 414(n) of the Code, (v) an individual hired by a Participating Employer
or an Affiliated Company as an independent contractor, consultant, or otherwise
as a person who is not an employee for purposes of withholding federal
employment taxes, as evidenced by payroll records or a written agreement with
the individual, regardless of any contrary governmental or judicial
determination or holding which characterizes the individual as an employee of a
Participating Employer or an Affiliated Company or (vi) an individual who is
employed by Vodafone Americas Asia Inc. or any of its subsidiaries.

     Section 2.16 "Early Retirement Date" shall mean with respect to a
Participant's UCN Annuity Pension Benefit, the first day of the month next
following the month in which the Participant retires prior to Normal Retirement
Age pursuant to Section 8.03(a) or 8.03(b) and with respect to a Participant's
AirTouch Annuity Pension Benefit as specified in Appendix C.

     Section 2.17 "Effective Date" shall mean January 1, 2001; provided,
however, that when a provision of the Plan states an effective date other than
January 1, 2001, such stated specific effective date shall apply as to that
provision. Notwithstanding the foregoing, a provision of the Plan stated herein
with an effective date prior to January 1, 2001 shall only apply retroactively
to Participants in the Plan on such effective date.

     Section 2.18 "Employee" shall mean a person who is employed by a
Participating Employer or an Affiliated Company. A person who is not otherwise
employed by a Participating Employer or Affiliated Company shall be deemed to
be employed by any such company if he is a leased employee with respect to
whose services such Participating Employer or Affiliated Company is the
recipient, within the meaning of section 414(n) or 414(o) of the Code, but to
whom section 414(n)(5) of the Code does not apply.


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     Section 2.19 "Employee Benefits Committee" shall mean the committee
appointed pursuant to Section 13.01 to administer the Plan as specified herein.

     Section 2.20 "Employment Commencement Date" shall mean, with respect to
any person, the first date on which that person performs an Hour of Service as
described in Section 2.25(a).

     Section 2.21 "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as the same may be amended from time to time, and any successor
statute of similar purpose.

     Section 2.22 "Fund" shall mean all of the assets of the Plan at a given
time including all assets held by one or more Trustees (or any nominee thereof)
under one or more Trust Agreements and all assets held under any other Funding
Vehicles.

     Section 2.23 "Funding Vehicle" shall mean a Trust Agreement or Contract
under which some or all of the assets of the Plan are held and invested.

     Section 2.24 "Highly Compensated Employee" shall mean, effective for Plan
Years beginning on or after January 1, 1997, an Employee who performs services
for a Participating Employer or an Affiliated Company during the Plan Year for
which a determination is being made and who:

          (a) was at any time in the Plan Year or the immediately preceding
Plan Year a five-percent (5%) owner, as defined in section 416(i) of the Code;
or

          (b) for the immediately preceding Plan Year received annual
Compensation from a Participating Employer or an Affiliated Company in excess
of $80,000, as adjusted by the Secretary of the Treasury in accordance with
section 414(q) of the Code.

A former Employee shall be treated as a Highly Compensated Employee if such
Employee was a Highly Compensated Employee while an active Employee in either
the Plan Year in which such Employee separated from service or in any Plan Year
ending on or after his 55th birthday.

     Section 2.25 "Hour of Service" shall mean for any Employee:

          (a) An hour for which he is directly or indirectly compensated, or is
entitled to be compensated by a Participating Employer or an Affiliated
Company, for the performance of duties.

          (b) An hour for which he is entitled, either by award or agreement,
to back pay from a Participating Employer or an Affiliated Company,
irrespective of mitigation of damages.

          (c) Each hour for which an Employee is paid, or entitled to payment,
by a Participating Employer or an Affiliated Company (either directly or
indirectly through a trust fund or insurer) on account of a period of time
during which no duties are


                                       7
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performed (irrespective of whether the employment relationship has terminated)
due to vacation, holiday, illness, incapacity (including long term disability),
jury duty, military duty or leave of absence.

          (d) Each hour that constitutes part of the Employee's customary work
week during any period of absence in the armed forces of the United States,
including, effective December 12, 1994, any period of Qualified Military
Service, provided that (i) such absence is with the approval of a Participating
Employer or an Affiliated Company or pursuant to a national conscription law,
(ii) the Employee receives an honorable discharge, and (iii) the Employee
returns to employment with a Participating Employer or an Affiliated Company
within 90 days after his release from active service or any longer period
during which his right to reemployment is protected by law. Notwithstanding
anything in the Plan to the contrary, Hours of Service for periods of Qualified
Military Service shall be provided in accordance with section 414(u) of the
Code.

          (e) Anything to the contrary in subsections (a) through (d)
notwithstanding:

               (1) For purposes of determining a Participant's Year of Service
with respect to his UCN Annuity Pension Benefit, in lieu of counting an
Employee's actual number of Hours of Service during any computation period or
Plan Year, as applicable, the Employee Benefits Committee shall credit each
Employee who earns at least one Hour of Service during any week of employment
with 45 Hours of Service for each such week.

               (2) No Hours of Service shall be credited to an Employee for any
period merely because, during such period, payments are made or due him under a
plan maintained solely for the purpose of complying with applicable workers'
compensation, unemployment compensation, or disability insurance laws.

               (3) No Hours of Service shall be credited to an Employee with
respect to payments solely to reimburse for medical or medically related
expenses.

               (4) No more than 501 Hours of Service shall be credited to an
Employee under subsection (c) of this definition on account of any single
continuous period during which no duties are performed by him, except as
provided in subsection (d).

               (5) No Hours of Service shall be credited twice.

               (6) Hours of Service shall be credited at least as liberally as
required by the rules set forth in Department of Labor Reg.ss.2530.200b-2(b)
and (c).

               (7) In the case of an Employee who is such solely by reason of
service as a leased employee within the meaning of section 414(n) or 414(o) of
the Code, Hours of Service shall be credited as if such Employee were employed
and paid with respect to such service (or with respect to any related absences
or entitlements) by the Participating Employer or Affiliated Company that is
the recipient thereof.


                                       8
<PAGE>

               (8) Except as specified otherwise herein, the number of Hours of
Service to be credited to an Employee on account of a period of service with an
Affiliated Company shall only include such hours during the period that the
employer for whom the services are performed is a Participating Employer or an
Affiliated Company.

               (9) Hours of Service shall be credited, without duplication, to
the extent required by the Family and Medical Leave Act of 1993 and
implementing federal regulations.

               (10) The Employee Benefits Committee shall determine the number
of creditable Hours of Service in any computation period or Plan Year, as
applicable, on the basis of any records kept by the Participating Employer that
accurately reflect Hours of Service. If any payments (including back pay
awards) relate to any period for which no duties are performed, the number of
creditable Hours of Service shall equal the number of regularly scheduled
working hours upon which the payment is based. If the payment is not calculated
on the basis of units of time for which the hours may be determined, the number
of creditable Hours of Service shall be equal to the amount of the payment
divided by the Employee's most recent hourly rate of compensation before the
period during which no duties are performed. In no event, however, shall an
Employee be credited with a greater number of Hours of Service than the number
of regularly scheduled hours for the performance of services during the
applicable period.

               (11) Hours of Service shall be credited to the computation
period or Plan Year, as applicable, in which the services were performed, the
period to which the payments are made when no services are performed, or the
period to which back pay awards relate, whichever is applicable.

     Section 2.26 "IPO Date" shall mean the date upon which the initial public
offering of the common stock of Verizon Wireless Inc., or such other Affiliated
Company which serves as the public offering vehicle representing the business
of the Partnership, occurs.

     Section 2.27 "Interest Credits" shall mean the interest credited to each
Participant's Transition Benefit Account in accordance with Section 6.04.

     Section 2.28 "Investment Manager" shall mean any fiduciary (other than a
Trustee or Named Fiduciary) who has the power to manage, acquire, or dispose of
any asset of the Plan and who has qualified as an "investment manager" within
the meaning of section 3(38) of ERISA.

     Section 2.29 "Limitation Year" shall mean the Plan Year.

     Section 2.30 "Named Fiduciary" shall mean the Board or its delegate, the
Employee Benefits Committee and the Trustee(s). Each Named Fiduciary shall have
only those particular powers, duties, responsibilities and obligations as are
specifically delegated to him under the Plan or the Trust Agreement(s). Any
fiduciary, if so appointed, may serve in more than one fiduciary capacity.


                                       9
<PAGE>

     Section 2.31 "Normal Retirement Age" shall mean a Participant's 65th
birthday; provided, however, that with respect to a Participant's UCN Annuity
Pension Benefit, "Normal Retirement Age" shall mean the later of the
Participant's 65th birthday or the fifth anniversary of the Participant's
commencement of participation in the Plan.

     Section 2.32 "Normal Retirement Date" shall mean the first day of the
month coincident with or next following a Participant's attainment of Normal
Retirement Age.

     Section 2.33 "Participant" shall generally mean any person who has been
admitted to participation in this Plan pursuant to the provisions of Article
III or Appendix C and who is:

          (a) a Covered Employee currently eligible to accrue Transition
Benefit Credits under Article VI of the Plan (an "Active Participant");

          (b) an Employee who previously was an Active Participant but
currently is not because he is no longer employed in a "Covered Employee"
status (an Inactive Participant");

          (c) an Employee who is a "Full Accrual Participant" or a "Modified
Accrual Participant" (as such terms are defined in Appendix C) currently
eligible to accrue benefits pursuant to Appendix C of the Plan ( an "AirTouch
Active Participant");

          (d) an individual who previously was an AirTouch Active Participant
but currently is not because he is no longer employed as an employee covered
under Appendix C of the Plan (an "AirTouch Inactive Participant");

          (e) an Employee with a frozen accrued benefit under Article V of the
Plan (a "UCN Frozen Participant");

          (f) a former Active Participant, former AirTouch Active Participant,
Inactive Participant, AirTouch Inactive Participant, UCN Frozen Participant or
former Covered Employee who has a vested interest under the Plan that has not
been distributed in full pursuant to Article X or otherwise (a "Vested
Participant").

     Section 2.34 "Participating Employer" shall mean the Company and any other
entity listed on Appendix B that adopts this Plan with the consent of the
Employee Benefits Committee or the Board or its delegate and the board of
directors or other governing body of the entity adopting the Plan. A company
shall be considered a Participating Employer only with respect to such period
as the company actively participates in the Plan.

     Section 2.35 "Partner" shall mean for purposes of making determinations
with respect to a Participant's UCN Annuity Pension Benefit, Rochester
Telephone Corporation, New York Cellular Geographic Services Area, Inc. and any
other entity that may hereafter become a partner in a Participating Employer.


                                      10
<PAGE>

     Section 2.36 "Partner Plan" shall mean for purposes of making
determinations with respect to a Participant's UCN Annuity Pension Benefit, the
Rochester Tel Management Pension Plan, Craft Pension Plan-I, Craft Pension
Plan-II, NYNEX Management Pension Plan, NYNEX Pension Plan or any other
tax-qualified defined benefit pension plan maintained by one or more of the
Partners.

     Section 2.37 "Partnership" shall mean Cellco Partnership (d/b/a Verizon
Wireless), a Delaware general partnership, or any successor thereto; provided,
however, that solely for purposes of this Plan, the term "Partnership" shall be
deemed to refer to Verizon Wireless Inc. or such other Affiliated Company which
serves as the public offering vehicle representing the business of the
Partnership, as of the effective date of the transfer of all or substantially
all of the employees of the Partnership to Verizon Wireless Inc. or such other
Affiliated Company or one or more corporations, partnerships or limited
liability companies wholly-owned by Verizon Wireless Inc. or such other
Affiliated Company on or at some point after the IPO Date.

     Section 2.38 "PBGC" shall mean the Pension Benefit Guaranty Corporation, a
corporation within the United States Department of Labor established under the
provisions of Title IV of ERISA, or any successor thereto.

     Section 2.39 "Period of Severance" shall mean for purposes of vesting in a
Participant's Transition Benefit Credits, a 12-consecutive-month period
beginning on an Employee's Severance Date or any anniversary thereof and ending
on the next succeeding anniversary of such Severance Date during which the
Employee is not credited with at least one Hour of Service.

     In the case of an Employee who is absent from work for "maternity or
paternity" reasons, the 12-consecutive-month period beginning on the first
anniversary of the first day of such absence shall not constitute a Period of
Severance. For the purposes of this Section, an absence from work for maternity
or paternity reasons means an absence (a) by reason of the pregnancy of the
Employee, (b) by reason of the birth of a child of the Employee, (c) by reason
of the placement of a child with the Employee in connection with the adoption
of such child by such Employee, or (d) for purposes of caring for such child
for a period beginning immediately following such birth or placement. In order
for an absence to be considered for "maternity or paternity" reasons under this
Section, an Employee shall provide the Employee Benefits Committee information
establishing (1) that the absence from work is for reasons set forth in the
preceding sentence and (2) the number of days for which there was such an
absence. Nothing in this Section shall be construed as expanding or amending
any maternity or paternity leave policy of the Employer.

     Section 2.40 "Plan" shall mean the Verizon Wireless Retirement Plan (prior
to the Effective Date, the Upstate Cellular Network Pension Plan) as set forth
herein, and as the same may from time to time hereafter be amended.

     Section 2.41 "Plan Year" shall mean the calendar year.


                                      11
<PAGE>

     Section 2.42 "Postponed Retirement Date" shall mean the first day of the
month coincident with or next following the date of a Participant's Separation
from Service subsequent to his Normal Retirement Date.

     Section 2.43 "Prior Pension Plan" shall mean the AirTouch Communications
Employees Pension Plan or the Upstate Cellular Network Pension Plan, as
applicable, as in effect on December 31, 2000.

     Section 2.44 "QDRO" shall mean a "qualified domestic relations order"
within the meaning of section 206(d)(3)(B) of ERISA and section 414(p) of the
Code.

     Section 2.45 "Qualified Joint and Survivor Annuity" shall mean an annuity
for the life of the Participant, with a benefit payable after the death of the
Participant to the surviving Spouse of the Participant for the life of such
surviving Spouse, where the periodic benefit payable to such surviving Spouse
is 50% of the periodic benefit payable to the Participant during his lifetime,
and where the annuity provided is the Actuarial Equivalent of the Participant's
benefit payable in the form of a single life annuity as described in Section
10.02(a)(1) hereof as of his Benefit Payment Date; provided, however, with
respect to a Participant's UCN Annuity Pension Benefit, in no event shall any
reduction from the life annuity payable to the Participant exceed 10% of the
life annuity amount and if the Participant's spouse predeceases the
Participant, the benefits thereafter payable to the Participant shall revert to
the unreduced amount to which the Participant is entitled in accordance with
the benefit formula of Article V.

     Section 2.46 "Qualified Military Service" shall mean, effective December
12, 1994, any service in the uniformed services (as defined in Chapter 43 of
Title 38, United States Code) by any Employee if such Employee is entitled to
reemployment rights under such Chapter with respect to such service.

     Section 2.47 "Qualified Pre-Retirement Survivor Annuity" shall mean an
annuity for the surviving Spouse of a Participant in an amount equal to the
amount payable to such surviving Spouse if the benefits had been paid as a
Qualified Joint and Survivor Annuity. If the Participant dies after his Early
Retirement Date the benefit amount shall be determined as if the Participant
had retired with an immediate Qualified Joint and Survivor Annuity on the day
before his death. In the case of a Participant who has any vested Accrued
Benefit and who dies on or before his Early Retirement Date, the benefit amount
shall be calculated as if he had (a) separated from service on his date of
death; (b) survived to his Early Retirement Date; (c) retired with an immediate
Qualified Joint and Survivor Annuity on his Early Retirement Date; and (d) died
on the day after what would have been his Early Retirement Date.

     Section 2.48 "Reemployment Commencement Date" shall mean, with respect to
any person, the first date following a Severance Date on which that person
performs an Hour of Service as described in Section 2.25.

     Section 2.49 "Required Beginning Date" shall mean April 1 of the calendar
year following the later of (a) the calendar year in which the Participant
attains age 70-1/2 or (b) the calendar year in which the Participant retires.


                                      12
<PAGE>

     Section 2.50 "Separation from Service" shall mean, for any Employee, his
death, retirement, resignation, discharge, or any absence or event that causes
him to cease to be an Employee. An Employee shall not be considered to have had
a Separation from Service during a period of Qualified Military Service if he
returns to active service with a Participating Employer or Affiliated Company
within such period during which his reemployment rights are protected by law.

     Section 2.51 "Severance Date" shall mean the earlier of (a) the date an
Employee dies or retires, quits or is discharged from the Participating
Employer and all Affiliated Companies, or (b) the first anniversary of the date
that the Employee is otherwise first absent from work from the Participating
Employer and all Affiliated Companies (with or without pay) for any other
reason; provided, however, that if the Employee is on a military leave of
absence, under leave granted by the Participating Employer or an Affiliated
Company or required by law (effective as of December 12, 1994, including
Qualified Military Service), the Employee shall not be considered to have had a
Severance Date provided the absent Employee returns to active service with the
Participating Employer or Affiliated Company within ninety (90) days of his
release from active duty or such shorter or longer period during which his
reemployment rights are protected by law.

     Section 2.52 "Spouse" shall mean (i) with respect to Sections 2.45 and
2.47 and Article X, the person who is married to the Participant on his Benefit
Payment Date, and (ii) with respect to Section 9.02, the person who is married
to the Participant on the date of his death. When the word "spouse" is used
without an initial capital letter in the Plan, it shall mean the person to whom
the Participant is married as of the date of reference.

     Section 2.53 "Total Disability" shall mean a disability for which a
Participant is eligible for and is receiving disability benefits under the
Participating Employer's Long Term Disability Plan; provided, however, that
with respect to a Participant's UCN Annuity Pension Benefit, "Total Disability"
shall mean a physical or mental condition which, in the judgment of the
Employee Benefits Committee, based on medical reports and other evidence
satisfactory to the Employee Benefits Committee, will permanently prevent a
Participant from satisfactorily performing his usual duties for the
Participating Employer.

     Section 2.54 "Transition Benefit Account" shall mean the bookkeeping
account maintained with respect to a Participant in accordance with Section
6.01 to track the Participant's Accrued Benefit under the Plan attributable to
Transition Benefit Credits and Interest Credits that may be credited in the
manner described in the Plan. As more fully described in Section 6.01 of the
Plan, a Transition Benefit Account does not represent a separately funded
account, or an account into which any assets are segregated for an individual
Participant, but rather a record of the Participant's Accrued Benefit under the
Plan attributable to Transition and Interest Credits described above.

     Section 2.55 "Transition Benefit Credits" shall mean the dollar credits,
if any, credited to a Participant's Transition Benefit Account in accordance
with Section 6.03.


                                      13
<PAGE>

     Section 2.56 "Trust Agreement" shall mean an instrument executed by the
Company and a Trustee for purposes of providing a vehicle for investment of the
assets of the Plan.

     Section 2.57 "Trustee" shall mean a party or parties appointed by the
Company to hold all or part of the assets of the Plan and each of their
respective successors.

     Section 2.58 "UCN Annuity Pension Benefit" shall mean the portion of a
Participant's Accrued Benefit under the Plan that was frozen as of December 31,
1996 pursuant to Article V and which shall remain expressed as an annuity in
the normal form described in Section 10.02(a)(1).

     Section 2.59 "Year of Service" shall mean the service credited to an
Employee for purposes of determining the Employee's nonforfeitable interest in
and eligibility to receive payment of his UCN Annuity Pension Benefit under the
Plan, credited as described in Article IV.

     Section 2.60 "Year of UCN Participation" shall mean the service credited
to an Employee for purposes of determining the amount of the Employee's UCN
Annuity Pension Benefit under the Plan, credited as described in Article IV.

     Section 2.61 "Year of Vesting Service" shall mean the service credited to
an Employee for purposes of determining the Employee's nonforfeitable interest
in amounts credited to his Transition Benefit Account under the Plan, credited
as described in Article IV.


                                      14
<PAGE>

                                  ARTICLE III

                         ELIGIBILITY FOR PARTICIPATION

     Section 3.01 Transition Benefit Participation.

          (a) Eligibility to Participate. Each Employee who was employed on
December 31, 2000 by an employer that became a Participating Employer on or
before the Effective Date or was employed on December 31, 2000 by PrimeCo
Personal Communications LP, Bell Atlantic Cellular Consulting Group Inc.,
Verizon Wireless of the Southeast, Inc., or Vodafone Americas Asia Inc. and was
transferred to a Participating Employer (other than Vodafone Americas Asia
Inc.) as of January 1, 2001 shall be an Active Participant for purposes of
Article VI of the Plan as of the Effective Date, if he is then a Covered
Employee. Any other Employee hired by a Participating Employer on or after
January 1, 2001 shall be ineligible to participate in the Plan as an Active
Participant for purposes of Article VI, even if he is otherwise a Covered
Employee, a Participant with a UCN Annuity Pension Benefit or a Participant
with an AirTouch Annuity Pension Benefit. See Section 3.02 below for
eligibility rules applicable to a Participant with a UCN Annuity Pension
Benefit. See Appendix C for eligibility rules applicable to a Participant with
an AirTouch Annuity Pension Benefit.

          (b) Recommencement of Participation. An Active Participant who ceases
to be a Covered Employee shall once again become an Active Participant for
purposes of Article VI of the Plan on the date on which he resumes his status
as a Covered Employee.

          (c) Transfer to Non-Covered Employment. If a Participant ceases to be
a Covered Employee but remains in the employ of a Participating Employer or an
Affiliated Company, he shall remain a Participant, but shall accrue no benefits
hereunder for service rendered or hours worked while he is not a Covered
Employee.

     Section 3.02 UCN Annuity Pension Benefit. With respect to a UCN Annuity
Pension Benefit, no person who was not a Participant on December 31, 1995 shall
be eligible to commence participation in the Plan.


                                      15
<PAGE>

                                   ARTICLE IV

                              CREDITING OF SERVICE

     Section 4.01 Crediting of Service for Transition Benefit Credits. The
following rules shall apply for calculating service under this Plan with
respect to amounts credited to a Participant's Transition Benefit Account:

          (a) Crediting Years of Vesting Service. Except as provided otherwise
in Section 4.03, an Employee shall be credited with full and partial Years of
Vesting Service for the period from his Employment Commencement Date or
Reemployment Commencement Date to his Severance Date. Years of Vesting Service
shall be calculated on the basis of twelve (12) consecutive months of
employment equal one year. For this purpose, periods of less than twelve (12)
consecutive months which are not disregarded under Section 4.03 shall be
aggregated on the basis that thirty (30) days equal one completed month or
one-twelfth (1/12) of a year and twelve (12) completed months equal one year.
After aggregation, any period of service of less than thirty (30) days shall be
treated as a completed month. The following additional rules shall apply in
calculating Years of Vesting Service under this subsection:

               (1) If an Employee retires, quits, is discharged, or otherwise
experiences a Separation from Service, the period commencing on the Employee's
Severance Date and ending on the first date on which he again performs an Hour
of Service shall be taken into account, if such date is within twelve (12)
consecutive months of the date on which he last performed an Hour of Service;

               (2) If the Employee is absent from work for a reason other than
one specified in Paragraph (1) above and within twelve (12) months of the first
day of such absence, the Employee retires, quits, discharged, or otherwise
experiences a Separation from Service, the period commencing on the first day
of such absence and ending on the first day he again performs an Hour of
Service shall be taken into account, if such day is within twelve (12) months
of the date his absence began;

               (3) Except to the extent specified in Paragraph (4) below,
service with an Affiliated Company before it becomes or after it ceases to be
an Affiliated Company shall be disregarded except to the extent otherwise
specified by action of the Board; and

               (4) Years of vesting service credited as of December 31, 2000
for an Active Participant under the Verizon Wireless Savings and Retirement
Plan, another 401(k) plan sponsored by a Participating Employer or a subsidiary
thereof, under a Prior Pension Plan, or otherwise counted under the Plan for
vesting purposes shall be counted as Years of Vesting Service under this Plan
(except any such service which has been disregarded pursuant to the break in
service rules contained in such plan) with

               (5) Years of vesting service shall continue to be credited if an
Active Participant is transferred to a partner of a Participating Employer.


                                      16
<PAGE>

               (6) Years of vesting service shall include a Participant's
service with a Participating Employer that was not counted under the Plan for
purposes of determining the Participant's eligibility for a UCN Annuity Pension
Benefit.

     Section 4.02 Crediting of Service for UCN Annuity Pension Benefit. The
following rules shall apply for calculating service under this Plan with
respect to a Participant's UCN Annuity Pension Benefit:

          (a) Crediting Years of Service. Except as provided otherwise in
Sections 4.04 and 5.03, an Employee shall be credited with a Year of Service
for each Plan Year during which the Employee completes at least 1,000 Hours of
Service with a Participating Employer or an Affiliated Company. In the case of
an Employee who was employed by a Partner immediately preceding his employment
with the Participating Employer, a Year of Service shall include each calendar
year in which the Employee completed at least 1,000 Hours of Service with the
Partner, provided that no such additional service credited under an early
retirement incentive of a Partner Plan shall be credited under this Plan.
Except to the extent specified in this Section 4.02(a) and Section 5.03,
service with an Affiliated Company before it becomes or after it ceases to be
an Affiliated Company shall be disregarded except to the extent otherwise
specified by action of the Board. Notwithstanding the foregoing, Years of
Service for periods after December 31, 2000 shall be determined using the
elapsed time method described in Section 4.01(a) (but disregarding Sections
4.01(a)(4), (5) and (6)).

          (b) Crediting Years of UCN Participation. Except as provided
otherwise in Sections 4.04 and 5.03, an Employee shall be credited with a Year
of UCN Participation for each Plan Year after the original Effective Date of
the Plan, but prior to January 1, 1997, during which the Employee is in a class
of employment eligible to participate in the Plan under the terms of the Plan
as in effect during such period and the Employee completes at least 1,000 Hours
of Service with a Participating Employer. In the case of a Participant who was
covered by a Partner Plan and who was transferred prior to January 1, 1997
directly to a Participating Employer from the Partner, the term Year of UCN
Participation includes each year during which the Employee accrued a benefit
under the Partner Plan, provided that no such additional service credited under
an early retirement incentive of a Partner Plan shall be credited under this
Plan. Except to the extent specified in this Section 4.02(b) and Section 5.03,
service with a Participating Employer before it becomes or after it ceases to
be a Participating Employer shall be disregarded except to the extent otherwise
specified by action of the Board.

          (c) Post-Freeze Service. Notwithstanding anything herein to the
contrary, no service with a Participating Employer or any Affiliated Company
after December 31, 1996 shall be taken into account under this Plan for the
purpose of calculating the amount of a person's UCN Annuity Pension Benefit,
but such service shall be taken into account as Years of Service for purposes
of determining eligibility for payment of a Participant's UCN Annuity Pension
Benefit.

     Section 4.03 Treatment of Years of Vesting Service Upon Reemployment for
Amounts Credited to Transition Benefit Accounts. Upon an individual's
reemployment as a Covered Employee after a Separation from Service, he shall
retain credit for the


                                      17
<PAGE>

Years of Vesting Service he had earned prior to his Severance Date; provided,
however, if the Participant has incurred a Period of Severance, Years of
Vesting Service completed prior to the Period of Severance shall be disregarded
upon the Participant's reemployment as a Covered Employee, if:

          (a) The Participant had no vested interest in his Accrued Benefit
under the Plan at the time of his Severance Date, and

          (b) The Participant's number of consecutive Periods of Severance
experienced by the Participant (including in such series of Periods of
Severance the Period of Severance with regard to which a determination is being
made as to whether prior Years of Vesting Service are disregarded hereunder)
equal or exceed the greater of:

               (1) five (5) or

               (2) the number of Years of Vesting Service, other than cancelled
service, completed by the Employee, prior to his Period of Severance.

     Section 4.04 Treatment of Service Upon Reemployment for UCN Annuity
Pension Benefit Purposes. Upon an individual's reemployment as a Covered
Employee after a Separation from Service, he shall retain credit for the Years
of UCN Participation and Years of Service he had earned prior to his Break in
Service, except as follows:

          (a) Treatment of Years of Service. If the Participant has incurred a
Break in Service, Years of Service completed prior to the Break in Service
shall be disregarded upon the Participant's reemployment, if:

               (1) The Participant had no vested interest in his Accrued
Benefit under the Plan at the time of his Break in Service, and

               (2) The number of consecutive Breaks in Service experienced by
the Participant (including in such series of Breaks in Service, the Breaks in
Service with regard to which a determination is being made as to whether prior
Years of Service are disregarded hereunder) equal or exceed the greater of:

                    (A) five (5) or

                    (B) the number of Years of Service, other than cancelled
service, completed by the Employee, prior to his Break in Service.

               (3) Notwithstanding the foregoing, if a Participant's Vesting
Service is disregarded pursuant to this Section 4.04(a), such Vesting Service
shall be restored if he completes five Years of Service following his
Reemployment Commencement Date, if he is then a Covered Employee.

          (b) Cash-Outs. Years of UCN Participation and Years of Service
completed prior to any Break in Service, where the Participant has received or
is deemed to receive a single-sum settlement of his entire vested Accrued
Benefit pursuant to


                                      18
<PAGE>

Section 10.01 or Section 10.03(a)(3), shall be disregarded upon a Participant's
reemployment; provided, however, that:

               (1) Years of UCN Participation and Years of Service of a
Participant described in the preceding portion of this sentence who has been
deemed to receive a distribution of his entire vested Accrued Benefit of zero
dollars shall not be disregarded pursuant to this Section if the Participant
again becomes a Covered Employee at a time when the number of consecutive
Breaks in Service experienced by the Participant is less than 5; and

               (2) Years of UCN Participation and Years of Service of a
Participant described in the preceding portion of this sentence who has
received a distribution of his entire vested Accrued Benefit pursuant to
Section 10.01 or 10.03(a)(3) shall not be disregarded pursuant to this Section
if the Participant again becomes a Covered Employee and repays the full amount
of the cash-out distribution plus interest from the date of distribution to the
date of repayment, compounded annually at the rate of 120% of the federal
mid-term rate (as in effect under section 1274 of the Code for the first month
of a Plan Year (or such other rate as may be provided in ERISA regulations) per
annum before the Participant has five (5) consecutive one year Breaks in
Service beginning after the distribution.

     Section 4.05 Special Rules. Notwithstanding anything in Section 4.01 or
4.02 to the contrary, and subject to provisions of Section 4.03 and 4.04 (as
applicable), service credited, if any, for purposes of a Participant's AirTouch
Annuity Pension Benefit shall be credited as described in Appendix C.


                                      19
<PAGE>

                                   ARTICLE V

                      UCN ANNUITY PENSION BENEFIT FORMULA

     Section 5.01 Calculation of UCN Annuity Pension Benefit. The annual rate
of retirement income benefit with respect to a Participant's UCN Annuity
Pension Benefit commencing on the Participant's Normal Retirement Date shall be
the sum of (a) and (b) less, where pertinent, (c) where:

          (a) equals 1.39 percent times the Participant's Years of UCN
Participation times the Participant's average annual Compensation during the
five (for all Participants on the active payroll on or after December 31, 1995,
three) consecutive Years of Participation (or during all Years of UCN
Participation if less than the foregoing applicable number of Years of
Participation) during which the Participant was paid the highest annual
Compensation but not to exceed the Social Security Wage Base in effect during
the calendar year preceding retirement; plus

          (b) equals 1.54 percent times the Participant's Years of UCN
Participation times the average of his last five (for all Participants on the
active payroll on or after December 31, 1995, three) years (or all Years of UCN
Participation if less than the foregoing applicable number of Years of
Participation) of Compensation preceding retirement in excess of the Social
Security Wage Base in effect during the calendar year preceding retirement;
less

          (c) equals, for persons whose Years of UCN Participation in (a) or
(b) above take into account service under a Partner's Plan, the benefit payable
to the Participant under the Partner's Plan expressed in terms of a life
annuity benefit payable at the same time as the benefit payable under this Plan
and using the same actuarial equivalent factors used under this Plan.

This formula benefit is computed on the basis of the benefit being payable in
the form of an annuity for the life of the Participant with no further payments
after his death. The actual amount of accrual or monthly benefit shall depend
on the actual form of payment being paid in accordance with Article X which
shall, in any event, be a benefit of actuarially equivalent value of the rate
determined under this Section 5.01.

     Section 5.02 UCN Annuity Pension Benefit. A Participant's UCN Annuity
Pension Benefit at any particular point in time shall equal his Section 5.01
formula benefit based upon his Compensation and Years of UCN Participation as
of the date such portion of his Accrued Benefit is being determined.

     Section 5.03 UCN Annuity Pension Benefit Transfer Policy.

          (a) Where the Code Does Not Treat this Plan and Another Plan as a
Single Plan. If a Participant ceases to be an active Participant in this Plan
prior to the Effective Date because he has been transferred to the employ of an
Affiliated Company that maintains a defined benefit pension plan, his UCN
Annuity Pension Benefit under this Plan together with an allocable portion of
the Plan's assets shall be transferred to the


                                      20
<PAGE>

plan maintained by the Affiliated Company. The transfer of assets and
liabilities shall be made at such time and pursuant to such terms and
conditions as the Employee Benefits Committee may determine in accordance with
applicable law.

          If an Employee who became an active Participant in this Plan prior to
the Effective Date has an accrued benefit under a defined benefit pension plan
maintained by an Affiliated Company, the Employee Benefits Committee shall
accept a transfer of such accrued benefit, together with an allocable portion
of the other plan's assets at such time and pursuant to such terms and
conditions as the Employee Benefits Committee may determine in accordance with
applicable law. In the event of such transfer, the Participant's benefits shall
be determined pursuant to the terms of this Plan taking into account all of the
Participant's compensation and service credited under the Affiliated Company's
plan as of the date of transfer. If this Plan has a career pay formula, current
and future benefit accruals shall be determined under this Plan's formula while
a Participant's past service benefit shall equal the accrued benefit
transferred to the Plan.

          In no event shall a Participant's UCN Annuity Pension Benefit under
this Plan be less than the accrued benefit he earned under the Affiliated
Company's plan as of the date such benefit is transferred to the Plan,
including early retirement benefits, retirement-type subsidies and optional
forms of benefits, all as determined pursuant to Code section 411(d)(6)
regulations thereunder.

          A Participant in this Plan shall be credited with all Years of
Service with the Employer and with any Affiliated Company for purposes of
eligibility, vesting and entitlement to benefits, whether or not the
Participant had an accrued benefit in another plan that has been transferred to
this Plan.

          (b) Transfer to a Partner. If a Participant is transferred prior to
the Effective Date from the Participating Employer directly to a Partner, the
Participant may elect to transfer his UCN Annuity Pension Benefit under this
Plan and assets equivalent to the present value of his UCN Annuity Pension
Benefit (using the PBGC required interest rate in effect on the first day of
the Plan Year in which the transfer is elected) to the Partners' defined
benefit pension plan. Any such transfer shall be subject to the terms and
conditions of the Partner's Plan.

     Section 5.04 UCN Annuity Pension Benefit Freeze. Notwithstanding anything
herein to the contrary, all UCN Annuity Pension Benefits under the Plan as of
December 31, 1996 shall be frozen as of such date and no further UCN Annuity
Pension Benefits shall accrue after December 31, 1996.

     Section 5.05 20% UCN Annuity Pension Benefit Increase. Each Plan
Participant who is on the active payroll as of January 1, 1996 who has five or
more Years of Service under this Plan upon the earlier of (a) termination of
employment or (b) December 31, 1996, shall have his UCN Annuity Pension Benefit
at the earlier of (1) termination of employment or (2) December 31, 1996
increased by 20%. For this purpose, an eligible Participant's UCN Annuity
Pension Benefit shall include the three year average and compensation changes
described in Section 5.01 above.


                                      21
<PAGE>

                                   ARTICLE VI

                    TRANSITION BENEFIT ACCOUNTS AND CREDITS

     Section 6.01 Establishment of Transition Benefit Account. A Transition
Benefit Account shall be established and maintained for each Active Participant
and credits shall be made to such Account in accordance with the provisions of
this Article VI. The Transition Benefit Accounts established and maintained
hereunder are for bookkeeping purposes only and shall not be construed as
creating for any Employee a right to specific assets of the Plan.

     Section 6.02 Allocations to Transition Benefit Account. Transition Benefit
Credits and Interest Credits generally shall be allocated to the Transition
Benefit Account of an Active Participant in accordance with this Section 6.02
until such Participant's Benefit Payment Date. Transition Benefit Credits and
Interest Credits with respect to a Participant's period of Qualified Military
Service shall be provided in accordance with section 414(u) of the Code.

          (a) Allocation of Transition Benefit Credits. The Transition Benefit
Account of each Active Participant who completes a Year of Participation during
a Plan Year shall be increased as of the last day of such Plan Year, or, if
earlier, as of the Participant's Benefit Payment Date, by the amount of
Transition Benefit Credits allocable under Section 6.03.

          (b) Allocation of Interest Credits. Interest Credits on the balance
of each Participant's Transition Benefit Account shall be allocated to the
Participant's Transition Benefit Account as of the last day of the Plan Year in
accordance with Section 6.04. Interest Credits shall continue to be allocated
to the Transition Benefit Account of a Participant who has incurred a
Separation from Service until such Participant's Benefit Payment Date and the
applicable interest crediting rate shall be prorated for any interest
computation period shorter than a Plan Year.

     Section 6.03 Transition Benefit Credits. Each Plan Year, Transition
Benefit Credits shall be credited to the Transition Benefit Account of each
Active Participant who completes a Year of Participation during such Plan Year
in an amount equal to 2 percent of his Compensation.

     Section 6.04 Interest Credits. Each Participant's Transition Benefit
Account shall be credited with interest based on the balance of the
Participant's Transition Benefit Account and an interest rate equal to the
annual rate of interest on 30-year Treasury securities (or any replacement
index specified by the Secretary of the Treasury under section
417(e)(3)(A)(ii)(II) of the Code) for the second month prior to the first day
of the applicable Plan Year, compounded annually. If an Active Participant has
a Separation of Service during a Plan Year, he shall receive a prorated portion
of the Interest Credit equal to the Interest Credit for the Plan Year
multiplied by a fraction, the numerator of which is the number of full months
of employment the Participant completed prior to his Separation from Service
and the denominator of which is 12. Such interest shall be


                                      22
<PAGE>

credited to the Participant's Transition Benefit Account prior to the crediting
of Transition Benefit Credits under Section 6.03 with respect to such Plan
Year.

     Section 6.05 Termination of Transition Benefit Account. A Participant's
Transition Benefit Account shall be terminated as follows:

          (a) Commencement of Distribution. If distributions commence under
Article X to the Participant, the Participant's Transition Benefit Account
shall be terminated as of the Participant's Benefit Payment Date.

          (b) Death of a Participant. If a Participant dies prior to the
Benefit Payment Date at a time when the Participant was fully vested in his
Transition Benefit Account, the Participant's Transition Benefit Account shall
cease to exist upon commencement of the death benefit described in Section 9.02
or 9.03.

          (c) Separation from Service Prior to Vesting. A Participant's
Transition Benefit Account shall be eliminated if a non-vested Participant is
deemed to have received a zero-dollar distribution of the Participant's entire
nonforfeitable Accrued Benefit as of the Participant's Separation from Service
in accordance with Section 10.01, provided that the Transition Benefit Account
shall be restored if the Participant has a Reemployment Commencement Date prior
to the date on which the Participant incurs a Period of Severance of five
consecutive years. In such a case, the Transition Benefit Account shall be
restored to the same balance it would have had if it had never been eliminated,
taking into account the Interest Credits which would have accrued in the
interim.


                                      23
<PAGE>

                                  ARTICLE VII

                                ACCRUED BENEFIT

          Section 7.01 Accrued Benefit. Subject to the rules prohibiting
cut-backs under Appendix C with respect to portability benefits and except as
provided in Section 7.02 (Code Section 415 Limits), a Participant's Accrued
Benefit under the Plan shall be equal to the Participant's Transition Benefit
Account, if any, plus the following pension benefits, if any:

          (a) The UCN Annuity Pension Benefit determined pursuant to Article V;
and

          (b) The AirTouch Annuity Pension Benefit determined pursuant to
Appendix C.

     Section 7.02 Maximum Benefit Limitations.

          (a) Maximum Benefit Limitations. A Participant's Accrued Benefit
under the Plan shall not exceed the amount set forth in section 415 of the
Code, the limitations of which are hereby incorporated by reference to the
Plan. For purposes of this Section 7.02, the term "compensation" for a
Limitation Year is defined in Section 2.13(c) of the Plan.

          (b) Combined Plans and Affiliated Companies Limitations.

               (1) If the Participant is a participant in any other qualified
defined benefit pension plan sponsored by a Participating Employer or an
Affiliated Company, the Participant's pension benefit under such other plan
shall be aggregated with his projected benefit under the Plan, and the benefit
under the Plan and such other plan shall be reduced proportionally, to the
extent necessary, so that the aggregate of such benefits does not exceed the
limitations set forth in this Section.

               (2) If the Participant is a participant in one or more qualified
defined contribution plans sponsored by a Participating Employer or an
Affiliated Company, his benefit under the Plan and any other defined benefit
plan sponsored by a Participating Employer or an Affiliated Company shall be
reduced proportionally, to the extent necessary, to meet the combined plan
limits of section 415(e) of the Code; provided, however, that prior to the
Effective Date, the Employee Benefits Committee in its discretion reduced any
such contributions or other benefits, including UCN Annuity Pension Benefits,
to the extent necessary to meet the combined plan limits of section 415(e) of
the Code; and provided, further that the Accrued Benefit of a Participant who
is credited with an Hour of Service on or after January 1, 2000 shall not be
reduced to meet such limit with respect to payments due on or after January 1,
2000.

          (c) Cost of Living Adjustments. If the maximum dollar limitation
under this Section 7.02 and under section 415 of the Code is increased in
accordance with cost of living adjustments pursuant to section 415 of the Code,
all UCN Annuity Pension Benefits in pay status that are subject to such
limitation shall increase to the maximum


                                      24
<PAGE>

level permitted taking into account the cost of living adjustment, provided
that in no event shall a Participant's UCN Annuity Pension Benefit be increased
to more than the level of the Participant's UCN Annuity Pension Benefit under
the Plan calculated without regard to the Code's dollar limitation.








                                      25
<PAGE>


                                  ARTICLE VIII

                              RETIREMENT BENEFITS

          Section 8.01 Normal Retirement Benefits. Each Participant who has a
Separation from Service upon attaining Normal Retirement Age shall be entitled
to receive a monthly pension commencing as of his Normal Retirement Date equal
to the Participant's Accrued Benefit or its Actuarial Equivalent in a form set
forth in Article X. Each Participant shall have a fully vested and
nonforfeitable interest in his Accrued Benefit upon attainment of Normal
Retirement Age while an Employee.

          Section 8.02 Postponed Retirement Benefits. In the event that the
Participant remains an Employee after his Normal Retirement Date, he shall be
entitled to a monthly pension commencing as of his Postponed Retirement Date.
The Participant's benefit commencing as of the date described in the preceding
sentence shall equal his Accrued Benefit (or the Actuarial Equivalent in a form
set forth in Article X) determined as of his Postponed Retirement Date;
provided, however, that a Participant's UCN Annuity Pension Benefit shall be
equal to the Section 5.01 formula benefit using the Participant's relevant
service and Compensation as of the earlier of the date he terminates employment
or December 31, 1996. No actuarial adjustment shall be made to account for the
benefit payments commencing after Normal Retirement Age provided, however, for
any Participant whose Required Beginning Date is April 1 of the calendar year
after the year in which he incurs a Separation from Service, an Actuarial
Equivalent adjustment to reflect commencement of payments after April 1
following the calendar year in which he attained age 70-1/2. The Actuarial
Equivalent adjustment described in the preceding sentence for any year shall
reduce (but not below zero) any increase in the Participant's Accrued Benefit
for the year attributable to additional Transition Benefit Credits and Interest
Credits.

          Section 8.03 UCN Early and Disability Retirement Pension Benefits.

          (a) Unreduced UCN Early Retirement Pension Benefit. A Participant who
reaches age 55 and completes at least 20 Years of Service or who completes at
least 30 Years of Service, regardless of his age, may elect early retirement
with respect to his UCN Annuity Pension Benefit. The amount of his UCN Annuity
Pension Benefit payable as an early retirement benefit shall be determined in
accordance with Article V using the Participant's relevant service and
Compensation as of the earlier of the date he terminates employment or December
31, 1996. This benefit shall be payable on the Participant's Early Retirement
Date without reduction to take account of its being paid prior to Normal
Retirement Age.

          (b) Reduced UCN Early Retirement Pension Benefit. Each Participant
who reaches age 50 but not 55 and who has completed at least 25 Years of
Service may also elect early retirement with respect to his UCN Annuity Pension
Benefit. The amount of this benefit shall be determined in accordance with
Article V using the Participant's relevant service and Compensation as of the
earlier of the date he terminates employment


                                      26
<PAGE>

or December 31, 1996. If the benefit is payable prior to age 55 it shall be
reduced by 0.5 percent for each calendar month or part thereof by which his age
at Separation from Service is less than 55 years.

          (c) Eligibility for UCN Retirement Benefits. Notwithstanding anything
herein to the contrary, for purposes of determining whether a Participant has
met the age and service requirements for payment of his UCN Annuity Pension
Benefit as an unreduced and reduced early retirement benefits, the age
requirements and the service requirements shall be reduced by three for each
Participant on the active payroll on or after December 31, 1995. For example,
if an unreduced benefit is normally available for Participants who have reached
age 55 and have 20 Years of Service, under this enhancement, the requirement
shall be reduced to age 52 with 17 Years of Service.

          (d) Eligibility for UCN Retirement Benefits Pending NYNEX Corporation
Pension Plan Eligibility. Effective as of [January 1, 1997], a Participant with
a benefit under the NYNEX Corporation Pension Plan shall be eligible for an
unreduced pension under this Plan if the requirements described above are met
equal for the Participant's UCN Annuity Pension Benefit and the unreduced
pension benefit that the Participant would be eligible to receive under the
NYNEX Corporation Pension Plan as if he met such eligibility requirements;
provided, however, that such unreduced pension shall terminate when the
Participant otherwise satisfies the eligibility requirements for an unreduced
pension under the NYNEX Corporation Pension Plan.

          (e) UCN Early Retirement Pension Benefit Commencement.

               (1) A Participant described in subsection (a), (b), (c), or (d)
above may elect in writing, no earlier than 90 days prior to his Benefit
Payment Date and in no event earlier than the date he receives the explanation
described in Section 10.02(b)(4), to receive, in lieu of the benefit starting
as of his Normal Retirement Date, a benefit determined as described in
subsection (a), (b), (c), or (d) above hereof (or its Actuarial Equivalent in a
form set forth in Article X) starting as of his Early Retirement Date or the
first day of any month thereafter prior to his Normal Retirement Date. A
Participant's Benefit Payment Date shall not occur earlier than 30 days after
the Participant receives the explanation described in Section 10.02(b)(4).

          (f) UCN Annuity Disability Benefit. A Participant with 15 Years of
Service who has a Separation from Service on account of Total Disability before
he is eligible for a normal or early UCN retirement benefit shall be entitled
to receive a disability pension benefit commencing at what would have been the
Participant's Normal Retirement Date. The amount of this benefit shall be
determined in accordance with Article V using the Participant's relevant
service and Compensation as of the earlier of the date he has a Separation from
Service or December 31, 1996.

     Section 8.04 Deferred Vested Benefit.

          (a) Transition Benefit Account. A Participant who has a Separation
from Service prior to the time he is eligible to retire on a Normal Retirement
Date but after he has completed three (3) or more Years of Vesting Service or
suffered a Total


                                      27
<PAGE>

Disability shall be fully vested and entitled to receive his Transition Benefit
Account as a monthly pension commencing as of his Normal Retirement Date in an
amount which, subject to Section 7.02, is equal to his Transition Benefit
Account (or its Actuarial Equivalent in a form set forth in Article X),
determined as of his Separation from Service with Interest Credits until the
Participant's Benefit Payment Date; unless it is cashed out earlier in
accordance with Section 10.01 or, at the Participant's election, is paid at a
date on or before the Participant's Normal Retirement Age.

          (b) UCN Annuity Pension Benefit. A Participant who has five or more
Years of Service and has a Separation from Service before he is eligible for a
normal or an early retirement benefit as described in Section 8.03(a) or (b),
as modified by (c) or (d) (if applicable) shall be entitled to receive a
deferred vested benefit with respect to his UCN Annuity Pension Benefit. The
amount of this benefit shall be equal to the Participant's UCN Annuity Pension
Benefit as of the earlier of the date he terminates employment or December 31,
1996. This deferred vested benefit shall be paid commencing on what would have
been the Participant's Normal Retirement Date unless it is cashed out earlier
in accordance with Section 10.01 or, at the Participant's election, is paid at
what would have been the Participant's Early Retirement Date, providing that
the Participant has sufficient service and has reached the age or ages
prescribed in Sections 8.03 (a) or (b) as modified by (c), which ever is
applicable. If a Participant elects to have his deferred vested benefit paid
prior to Normal Retirement Age, the monthly benefit shall be reduced to the
Actuarial Equivalent of the benefit which would have been payable at his Normal
Retirement Date. All UCN Annuity Pension Benefits accrued under the Plan as of
December 31, 1996 shall become or shall remain 100% vested.

          (c) Deferred Vested Benefit Commencement.

               (1) A Participant who satisfies the requirements in subsection
(a) may elect in writing, no earlier than 90 days prior to his Benefit Payment
Date and in no event earlier than the date he receives the explanation
described in Section 10.02(b)(4), to receive, in lieu of the benefit starting
as of his Normal Retirement Date, a benefit starting, or payable, as of the
first day of the month coincident with or next following his Separation from
Service, or the first day of any month thereafter but no later than his Normal
Retirement Age, which benefit shall be the Actuarial Equivalent of his
Transition Benefit Account and payable in a form set forth in Article X.

               (2) A Participant who satisfies the requirements in subsection
(b) may elect in writing, no earlier than 90 days prior to his Benefit Payment
Date and in no event earlier than the date he receives the explanation
described in Section 10.02(b)(4), to receive, in lieu of the benefit starting
as of his Normal Retirement Date, a benefit starting, or payable, as of the
earlier date set forth in subsection (b), which benefit shall be the Actuarial
Equivalent of his UCN Annuity Pension Benefit which would have been payable at
this Normal Retirement Date and payable in a form set forth in Article X.

               (3) Notwithstanding the foregoing, a Participant's Benefit
Payment Date shall not occur earlier than 30 days after the Participant
receives the explanation described in Section 10.02(b)(4).


                                      28
<PAGE>

     Section 8.05 Failure to Elect Payment by Normal Retirement Age. If a
Participant (a) who was formerly an Active Participant, (b) who incurred a
Separation from Service after becoming vested in his Accrued Benefit, and (c)
who has not received a complete distribution of his Accrued Benefit, fails to
elect to receive payment in a particular optional form of payment described in
Section 10.03 by the date the Participant attained Normal Retirement Age, then
the Employee Benefits Committee may commence payment in the automatic form of
benefit described in Section 10.02(a)(1) or (2), as applicable in accordance
with Section 15.01 of the Plan.

     Section 8.06 Normal Retirement Benefit. The amount of the normal
retirement benefit provided shall be the greater of what a Participant or
Vested Participant could have received under the early retirement provisions of
the Plan or the benefit commencing at his Normal Retirement Date.

     Section 8.07 Benefits Not Affected by Subsequent Social Security Changes.
Any benefits which are being paid to a Participant or Beneficiary under this
Plan and the vested benefit of a Participant who has separated from the service
of a Participating Employer shall not be decreased by reason of any
post-separation increase in the benefit levels or the wage base under Title II
of the Social Security Act effective after the later of September 2, 1974, or
the date of first receipt of any benefit provided by this Plan. In the case of
a Participant who separates from the service of a Participating Employer with a
vested benefit and who returns to employment and participation in the Plan, his
vested benefit shall not be decreased by reason of any post-separation increase
in Social Security benefit levels or the wage base effective after September 2,
1974, and during separation from service which would decrease the benefits to
which he would have been entitled had he not returned to service after his
separation.


                                      29
<PAGE>

                                   ARTICLE IX

                                 DEATH BENEFITS

     Section 9.01 Death after Benefit Payment Date. In the event of the death
of a Participant whose benefits are in "pay status" (i.e., after his Benefit
Payment Date), the death benefit shall be determined by the form of payment in
effect for the Participant at the time of his death.

     Section 9.02 Death Prior to Benefit Payment Date.

          (a) UCN Pension Death Benefit. Upon the death of a Participant with a
UCN Annuity Pension Benefit who dies prior to his Benefit Payment Date and who
dies after becoming vested in his Accrued Benefit, his surviving Spouse shall
be entitled to a Qualified Pre-Retirement Survivor Annuity. In the case of a
Participant who attained his Early Retirement Date on or before his date of
death, this benefit may commence as early as the first day of the month next
following the date of death. In other cases, the benefit may commence as early
as the first day of the month following what would have been the Participant's
Early Retirement Date.

          (b) Transition Benefit Account Death Benefit. If a Participant dies
prior to his Benefit Payment Date and the Participant was vested in his Accrued
Benefit, which consists of a Transition Benefit Account or a Transition Benefit
Account and a UCN Annuity Pension Benefit, then the Transition Benefit Account
death benefit shall be payable in accordance with this Section 9.02 (b) to the
Participant's Spouse or if the Participant has no Spouse, his Beneficiary.

               (1) Amount of Death Benefit. As applied to any or all of a
deceased Participant's benefit which existed in the form of a Transition
Benefit Account at the time of death, the amount of the Transition Benefit
Account death benefit shall be determined as follows:

                    (A) If the Transition Benefit Account death benefit is
payable in the form of a single-sum distribution, then the aggregate amount of
the benefit shall be equal to the single-sum distribution which the Participant
would have been eligible to receive if the Participant had a Separation from
Service on the date of death, survived to the Benefit Payment Date, and elected
a benefit in the form of a single-sum distribution.

                    (B) If the Transition Benefit Account death benefit is
payable in the form of a single life annuity, then the amount shall be the
Actuarial Equivalent of the Participant's Transition Benefit Account on the
Benefit Payment Date, based on the age of the designated Beneficiary on the
Benefit Payment Date.

               (2) Form of Payment. A Participant's Spouse may elect to receive
the Transition Benefit Account death benefit described in (b)(1) above either
in the form of a single life annuity or in the form of a single-sum
distribution. If the Participant does not have a Spouse, the Transition Benefit
Account death benefit


                                      30
<PAGE>

described in (b)(1) above payable to the Participant's Beneficiary shall be
paid solely in the form of a single-sum distribution. An election by the Spouse
to receive a single-sum distribution must be made by notification to the
Employee Benefits Committee within the 90-day period ending on the Benefit
Payment Date. Any election for a single-sum distribution may be revoked by the
Spouse during the specified election period. Such revocation shall be effected
by written notification to the Employee Benefits Committee. Following such
revocation, another election may be made at any time during the specified
90-day election period.

               (3) Benefit Payment Date. The Benefit Payment Date for the
Transition Benefit Account death benefit shall be the later of (A) the earliest
date on which the Participant would have been eligible to receive his benefit
pursuant to Article X, or (B) the first day of the month following the month in
which the Participant's death occurs, unless the Spouse is the sole Beneficiary
and elects, in writing, to defer payment until the later of (i) the
Participant's Normal Retirement Date or (ii) the first day of the month
following the month in which the Participant's death occurs. If the Beneficiary
is the estate, a trust or one or more designated Beneficiaries, then the
Beneficiary(ies) shall have no right to defer the Benefit Payment Date in the
manner stated above.

     Section 9.03 Small Cash Balance Death Benefits. Notwithstanding any other
provision of this Article IX, if the death benefit payable on behalf of a
deceased Participant has a single-sum distribution value of $5,000 or less
($3,500 or less prior to January 1, 1998) as of the Benefit Payment Date, such
benefit shall be distributed to the Participant's Beneficiary determined
pursuant to Section 10.11 as soon as practicable following the Participant's
death in the form of a single-sum distribution.

     Section 9.04 Minimum Distribution Requirements. Distributions under the
Plan shall otherwise comply with the requirements of section 401(a)(9) of the
Code and the regulations thereunder, including the incidental death benefit
requirements.

     Section 9.05 Sickness Death Benefit. Upon the death of any Employee or any
pensioner who retired on or prior to December 31, 1996 and is receiving UCN
Annuity Pension Benefits as normal, early, deferred or disability pension
benefits in accordance with the provision of Section 8.01, 8.02, 8.03(a)
8.03(b) or 8.03(f) which death is caused by sickness or injury, except an
injury arising in the course of employment with the Participating Employer, a
death benefit will be paid to:

          (a) the spouse of the deceased Employee or pensioner if the spouse is
legally married to him at the time of his death;

          (b) the unmarried child or children under the age of 23 years (or
over that age if physically or mentally incapable of self-support) of the
deceased Employee or pensioner who was actually supported in whole or in part
by the deceased Employee or pensioner at the time of his death;

          (c) a dependent parent who lives in the same household with the
Employee or pensioner or who lives in a separate household in the vicinity
which is provided for the parent by the Employee or pensioner; or


                                      31
<PAGE>

          (d) a trust for the benefit of any of the above beneficiaries.

If none of the enumerated beneficiaries survives the Employee or pensioner, no
death benefit will be paid under this Plan. If two or more of the enumerated
beneficiaries survive the Employee or pensioner, the Employee Benefits
Committee, in its sole discretion, may pay the death benefit to one of the
beneficiaries or allocate it among the beneficiaries in such portions as it may
determine.

The amount of the death benefit shall equal 12 months' wages computed at the
Employee's or pensioner's most recent rate of pay at the date of death or at
retirement, as the case may be. If the Employee or pensioner was not employed
full time, the death benefit shall be prorated in accordance with the ratio
that the individual's usual Hours of Service during a Plan Year bear to the
Hours of Service of full-time employees during a Plan Year. If the Employee or
pensioner is entitled to receive a death benefit from a Partner Plan that is
similar to the benefit provided under this Section, the benefit hereunder shall
be reduced by the death benefit provided under the Partner Plan. For purposes
of this Section, the term rate of pay means the total of the following amounts:
(1) the Employee's annualized base rate of pay at death, (2) all bonuses paid
to the Employee in the calendar year preceding his death and (3) all
commissions paid to the Employee in the calendar year preceding his death. The
term rate of pay shall not include overtime, tier payments or any other form of
special or nonrecurring compensation except for bonuses and commissions
included under the preceding sentence.

The term rate of pay shall not include overtime or any other form of special or
nonrecurring compensation except for bonuses and commissions included under the
preceding sentence, or any amounts in excess of $170,000 (as adjusted for cost
of living increases under section 401(a)(17) of the Code) paid to an Employee
during any Plan Year.

An Employee or pensioner may file with the Employee Benefits Committee a
written direction that the death benefit will be paid to his beneficiary in
equal monthly installments over any period of years up to ten. In the absence
of such written direction, the Employee Benefits Committee in its sole
discretion may pay the death benefit in a lump sum or in installment payments,
the number and size of which may be varied by the Employee Benefits Committee
as circumstances may indicate.


                                      32
<PAGE>

                                   ARTICLE X

              METHOD AND TIMING OF RETIREMENT BENEFIT DISTRIBUTION

     Section 10.01 Cash-Outs.

          (a) Cash-Outs. Notwithstanding anything herein to the contrary, if
the Actuarial Equivalent single sum present value, determined as of the Benefit
Payment Date, of the vested Accrued Benefit payable to a Participant in
accordance with Article VIII does not exceed $5,000, such vested Accrued
Benefit shall be paid, as soon as administratively practicable following the
Participant's Separation from Service (prior to the Effective Date within one
year of termination of participation with respect to a UCN Annuity Pension
Benefit), as a single-sum in settlement of all liabilities of the Plan in
connection with the Participant; provided, however, that such benefit has not
commenced in any other form. Notwithstanding the preceding sentence, prior to
January 1, 2001, such a distribution would be made only if the Actuarial
Equivalent single sum present value, determined as of the Benefit Payment Date,
of the vested Accrued Benefit payable to the Participant did not exceed $3,500
and had never exceeded $3,500 at the time of any prior distribution.

          (b) Cash-Out Window. Notwithstanding anything herein to the contrary,
the vested Accrued Benefit of each Participant who incurred a Separation from
Service prior to December 31, 2001 shall be distributed in the manner described
in Section 10.01(a) as soon as administratively practicable after December 31,
2001 if the Actuarial Equivalent single-sum value of the Participant's vested
Accrued Benefit does not exceed $5,000; provided that the Participant has not
been rehired prior to the Benefit Payment Date.

          (c) Deemed Cash-Outs. If the present value of a Participant's vested
Accrued Benefit at the time of his Separation from Service is zero, the
Participant shall be deemed to have received a single-sum payment of his entire
vested Accrued Benefit as of the date of his Separation from Service.

     Section 10.02 Benefits Not Described in Section 10.01.

          (a) Automatic Form of Payment. Where benefits are not subject to the
provisions of Section 10.01, the portion of the Participant's Accrued Benefit
attributable to his AirTouch Annuity Pension Benefit shall be paid as set forth
in Appendix C and the portion of his Accrued Benefit attributable to his UCN
Annuity Pension Benefit and his Transition Benefit Account shall be paid as
follows:

               (1) if a Participant does not have a Spouse as of his Benefit
Payment Date, benefits shall be paid in the form of a single life annuity
payable monthly during the Participant's lifetime with no further payments on
his behalf after his death.

               (2) if a Participant does have a Spouse as of his Benefit
Payment Date, the Participant's benefits shall be paid in the form of a
Qualified Joint and


                                      33
<PAGE>

Survivor Annuity which is the Actuarial Equivalent of the Participant's vested
Accrued Benefit.

          (b) Waiver of Automatic Form of Payment.

               (1) Participant's Waiver Rights. At any time during the
applicable election period but not thereafter, a Participant described in
Section 10.02 may elect in writing in a form acceptable to the Employee
Benefits Committee to waive payment under the automatic form of payment
described in that Section and elect to receive payment in an optional form of
payment described in Section 10.03. For the purposes hereof, the applicable
election period shall be the 90-day period ending on the Benefit Payment Date.

               (2) Revocation of Waivers. Any waiver and election delivered by
the Participant to the Employee Benefits Committee in accordance with the
provisions of paragraph (1) hereof may be revoked by the Participant upon
written notice delivered to the Employee Benefits Committee prior to the
Benefit Payment Date.

               (3) Spouse's Consent. A married Participant's waiver and
election under paragraph (1) shall be effective only if:

                    (A) the Participant's Spouse (or the Spouse's legal
guardian if the Spouse is legally incompetent) executes a written instrument
whereby such Spouse irrevocably consents to such election and to the specific
form of payment and/or alternate Beneficiary elected by the Participant, and
such instrument acknowledges the effect of the election to which the Spouse's
consent is given and is witnessed by a notary public (prior to the Effective
Date, or by a Plan representative); or

                    (B) the Participant (i) establishes to the satisfaction of
the Employee Benefits Committee that the consent of the Spouse cannot be
obtained because the Spouse cannot be located or because of other circumstances
that may be prescribed in applicable regulations, or (ii) furnishes a court
order to the Employee Benefits Committee establishing that the Participant is
legally separated or has been abandoned (within the meaning of local law),
unless a QDRO provides that the Spouse's consent must be obtained.

               (4) Explanations to Participants. The Employee Benefits
Committee shall provide to each Participant, or the Spouse of a deceased
Participant who is entitled to a benefit pursuant to Section 9.02 no more than
90 days and no less than 30 days prior to his Benefit Payment Date, a written
explanation of:

                    (A) the terms and conditions of all forms of payment
available to the Participant or the Spouse of a deceased Participant, including
information explaining the relative values of each form of payment;

                    (B) the Participant's or the Spouse's right to waive the
automatic form of payment and the effect of such waiver;


                                      34
<PAGE>

                    (C) the rights of the Participant's Spouse with respect to
such waiver;

                    (D) the right to revoke an election to receive an optional
form of payment and the effect of such revocation; and

                    (E) if the Participant has not attained Normal Retirement
Age, the Participant's right to defer commencement of his benefit until his
Normal Retirement Age.

          (c) Commencement of Benefit Payments. The payment of the portion of a
Participant's Accrued Benefit attributable to his AirTouch Annuity Pension
Benefit shall commence as set forth in Appendix C. The payment of the portion
of a Participant's Accrued Benefit attributable to his UCN Annuity Pension
Benefit and his Transition Benefit Account shall normally begin no later than
April 1 following the calendar year during which the Participant dies, suffers
a Total Disability or reaches his Normal, Early or Postponed Retirement Date,
as the case may be, and has terminated employment with the Participating
Employer or an Affiliated Company provided that no benefit having a present
value of more than $5,000 ($3,500 prior to January 1, 1998) shall be paid prior
to the Participant's reaching Normal Retirement Age without the consent of such
Participant. In the event of the death of a Participant before his Early or
Normal Retirement Date, no optional benefit shall be paid.

     Section 10.03 Optional Forms of Benefit Distribution.

          (a) Optional Forms. The optional benefits, all of Actuarial
Equivalent value, which a Participant may elect pursuant to Section 10.02(b)
are as follows:

               (1) A married Participant may elect to receive the portion of
his Accrued Benefit attributable to his UCN Annuity Pension Benefit and his
Transition Benefit Credit in the form of a straight life annuity.

               (2) A Participant with a UCN Annuity Pension Benefit may elect
to receive the portion of his Accrued Benefit attributable to his UCN Annuity
Pension Benefit in the form of a reduced benefit payable during the
Participant's life equal to 90 percent of the benefit to which he would
otherwise be entitled with the provision that after his death an income at
one-half the rate of his reduced benefit payable to his designated parent
during the parent's life. If the parent predeceases the Participant, the
benefits thereafter payable to the Participant shall revert to the unreduced
amount to which he would have otherwise been entitled.

               (3) A Participant with a Transition Benefit Account may elect to
receive the portion of his Accrued Benefit attributable to his Transition
Benefit Account in the form of a single sum cash payment that is the Actuarial
Equivalent of his entire vested Transition Benefit Account.

          (b) Death Prior to Benefit Payment Date. In the event of the death of
a Participant prior to his Benefit Payment Date, the Participant's election
hereunder shall be void and of no effect.


                                      35
<PAGE>

     Section 10.04 Minimum Distribution Requirements. Notwithstanding anything
in the Plan to the contrary, the form and timing of all distributions under the
Plan shall be in accordance with Treasury regulations under section 401(a)(9)
of the Code and regulations thereunder, including the incidental death benefit
requirements of section 401(a)(9)(G) of the Code and regulations thereunder.

     Section 10.05 Required Payment Date. Benefits payable by reason of a
Participant's retirement (including deferred vested benefits) shall normally be
paid as provided in applicable Sections of this Article and Article VIII, as
applicable. Unless the Participant elects otherwise, retirement benefits shall
commence not later than the 60th day after the latest of the close of the Plan
Year in which (i) occurs the date on which the Participant attains his Normal
Retirement Age, (ii) occurs the tenth anniversary of the year in which the
Participant commenced participation in the Plan or (iii) the Participant has a
Separation from Service. The failure of a Participant to apply for his benefit
pursuant to Section 10.08 by the date prescribed in the preceding sentence
shall be deemed an election to defer payment to a later date. Notwithstanding
the foregoing, the Participant's Benefit Payment Date shall in no event be
later than his Required Beginning Date.

     Section 10.06 Accruals While Benefits Are In Pay Status.

          (a) Annual Adjustment. In the event that a Participant is credited
with a benefit accrual during and/or after the Plan Year in which the
Participant attains Normal Retirement Age and after his Benefit Payment Date,
the amount of pension payable to the Participant as determined as of his
Benefit Payment Date shall be adjusted annually as of each January 1 following
his Benefit Payment Date which is prior to the date the Participant ceases to
accrue benefits under the Plan (or as of the date the Participant ceases to
accrue benefits if before the next applicable January 1).

          (b) Amount of Adjustment. Such annual adjustment shall include any
increase (but not any decrease) in the Participant's Accrued Benefit,
determined in accordance with Article VI, as a result of additional Interest
Credits, Transition Benefit Credits and Compensation, (including, for any
period that would not constitute Suspension Service under Section 10.13(b)(2),
an Actuarial Equivalent adjustment to such increase to reflect payment
commencing after the Participant's Normal Retirement Age) since the
Participant's Benefit Payment Date or the last such annual adjustment,
whichever applies. In addition, such annual adjustment shall be reduced (but
not below zero) by the Actuarial Equivalent of any benefits paid to the
Participant since his Benefit Payment Date during any period that would have
constituted Suspension Service under Section 10.13(b)(2) had the Participant
not reached his Required Beginning Date, to the extent not previously taken
into account under this Section; provided, however, that the amount, if any, of
the benefits paid to the Participant which exceeds the amount the Participant
would have received if distribution had been made in the automatic form of
benefits described in Section 10.02(a)(1) or (2), whichever applies, for such
Participant shall be disregarded in determining the Actuarial Equivalent of
such benefits for purposes of the reduction described in this sentence.


                                      36
<PAGE>

          (c) Form of Payment of Additional Accruals. In the event that the
amount of pension payable to a Participant is adjusted pursuant to Section
10.06(a) and (b) hereof, any such additional amount shall be paid by increasing
the amount due in the form of benefit as in effect for previous payments made
or commencing as of the Participant's Benefit Payment Date.

     Section 10.07 Distributed Contracts. The methods of benefit payout under
any Contract distributed by the Trustee in payment of benefits hereunder shall
be limited to the forms of distribution described in Article VIII and this
Article X.

     Section 10.08 Application for Benefits. Except as provided in Sections
8.05, 10.01, and 15.01(c), benefit payments shall commence when a properly
written application for same is received by the Employee Benefits Committee. No
payments shall be made for the period in which benefits would have been payable
if the Participant, surviving spouse or other or Beneficiary or Alternate Payee
had made timely application therefor; provided, however, that, if the
Participant's Benefit Payment Date or, if the Participant has died, his
Beneficiary's Benefit Payment Date under Article IX, has been delayed until
after the Participant's Normal Retirement Date solely by reason of failure to
make application, and not by reason of Suspension Service as described in
Section 10.13(b)(2), the benefit payable (i) to the Participant on and after
his Benefit Payment Date, or (ii) to the Participant's Beneficiary pursuant to
Article IX on and after the Beneficiary's Benefit Payment Date (but not to any
non-spouse Beneficiary), shall be equal to the Actuarial Equivalent of the
benefit the Participant or the Spouse would have received had benefits
commenced on the Participant's Normal Retirement Date, as determined to reflect
the deferral of benefit commencement.

     Section 10.09 Direct Rollovers.

          (a) Effective January 1, 1993, in the event any payment or payments
(excluding any amount not includible in gross income) to be made under the Plan
to a Participant, a Beneficiary who is the surviving Spouse of a Participant,
or an Alternate Payee who is the spouse of former spouse of a Participant,
would constitute an "eligible rollover distribution," such individual may
request that, in lieu of payment to the individual, all or part of such
eligible rollover distribution be transferred directly from the Fund to the
trustee or custodian of an "eligible retirement plan.

          (b) Any such request shall be made in writing, in such form and
subject to such procedures, requirements, and restrictions as may be prescribed
by the Employee Benefits Committee for such purpose pursuant to Treasury
regulations, at such time in advance of the date such payment would otherwise
be made as may be required by the Employee Benefits Committee.

          (c) For purposes of this Section 10.09, "eligible rollover
distribution" shall mean a distribution from the Plan, excluding (i) any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) over the life (or life expectancy) of the
individual, the joint lives (or joint life expectancies) of the individual and
the individual's designated Beneficiary, or a specified period of ten (10) or
more years, (ii) any distribution to the extent such distribution is required
under


                                      37
<PAGE>

section 401(a)(9) of the Code, and (iii) any distribution to the extent such
distribution is not included in gross income.

          (d) For purposes of this Section 10.09, "eligible retirement plan"
shall mean (i) an individual retirement account described in section 408(a) of
the Code, (ii) an individual retirement annuity described in section 408(b) of
the Code (other than an endowment contract), (iii) an annuity plan described in
section 403(a) of the Code, (iv) a qualified plan described under section
401(a) of the Code with a trust which is exempt from tax under section 501(a)
of the Code, the terms of which permit the acceptance of rollover
distributions; provided, however, that (iii) and (iv) shall not apply to a
Beneficiary who is the surviving spouse of a Participant.

     Section 10.10 Non-Duplication of Benefits. Except to the extent provided
otherwise in Appendix C, the benefits due any Participant on account of his
most recent period of employment shall not duplicate any benefits due the same
Participant under this Plan on account of previous employment with a
Participating Employer.

     Section 10.11 Beneficiary Designation Right. Subject to the rights of
Spouses to survivor benefit payments as described in this Article and in
Article IX and any other restrictions on Beneficiary designations contained in
those Articles, each Participant may designate or change the previous
designation of the Beneficiary or Beneficiaries who shall receive benefits, if
any, after his death. All Beneficiary designations shall be made by executing
and filing with the Employee Benefits Committee a form prescribed by the
Employee Benefits Committee and in no other manner. The last such designation
received by the Employee Benefits Committee shall be controlling over any
testamentary or other disposition. The Employee Benefits Committee shall decide
what Beneficiaries have been validly designated and its conclusion shall be
binding on all persons. In the event that the Participant is permitted to
designate a Beneficiary and fails to do so, or in the event that the
Participant is predeceased by all designated Beneficiaries, the Participant
shall be deemed to have designated as his Beneficiary the Participant's Spouse
or, if there is no Spouse, the Participant's estate.

     Section 10.12 Form and Content of Spouse's Consent. A Spouse may consent
to the designation of one or more Beneficiaries other than such Spouse provided
that such consent shall be in writing, must consent to the specific alternate
Beneficiary or Beneficiaries designated (or permit Beneficiary designations by
the Participant without the Spouse's further consent), must acknowledge the
effect of such consent, and must be witnessed by a notary public. Such Spouse's
consent shall be irrevocable, unless expressly made revocable. The consent of a
Spouse in accordance with this Section shall not be effective with respect to
any subsequent Spouse of the Participant.

     Section 10.13 Suspension of Benefit Rules.

          (a) Reemployment After Benefit Commencement. During any period of
reemployment, any benefits that had commenced to be paid to the Participant
under the Plan prior to his reemployment shall continue to be paid under the
Plan to the Participant in accordance with the Participant's prior election and
the terms of the Plan; provided, however, that any benefits that have already
been suspended under the terms of


                                      38
<PAGE>

the applicable plan in effect as of December 31, 2000 shall continue to be
suspended under such terms.

          (b) Suspensions after Normal Retirement Date. No benefit shall be
paid to any Participant under the Plan during any period of employment after
his Normal Retirement Date with respect to any month in which the Participant
has any Suspension Service, as described in Section 10.13(b)(2) hereof in
accordance with the following rules:

               (1) Commencement of Benefits. Subject to such notice
requirements as may be prescribed by the Employee Benefits Committee, benefits
suspended under this subsection (b) shall commence no later than the earliest
of (i) the first day of the month next following the Participant's Separation
from Service or (ii) the first day of the month following the month in which he
first fails to have Suspension Service as described in Section 10.13(b)(2). The
benefit payments shall be calculated to include years of Transition Benefit
Credits (if any) credited during such period of Suspension Service, and no
actuarial or other adjustment shall be made to the Participant's benefit so as
to reflect payments suspended with respect to those months during which such
Participant was credited with Suspension Service. In addition, such payment
shall be offset by (i) any benefit paid with respect to a month in which the
Participant had Suspension Service where the amount so paid has not been
returned or repaid to the Fund by the Participant as described in Section
10.13(b)(3) and (ii) the Actuarial Equivalent of the benefits paid prior to the
Participant's Normal Retirement Date.

               (2) Suspension Service. A Participant shall be deemed to have
Suspension Service after his Normal Retirement Date, but prior to his Required
Beginning Date, in any month in which he receives payment for any Hours of
Service performed on each of eight (8) or more days (or separate shifts).

               (3) Offset. To the extent that the Plan has paid benefits to a
Participant with respect to any month in which he has Suspension Service as
described in Section 10.13(b)(2) which amounts have not previously been
recovered by the Plan, the Plan shall defer commencement of benefits under
Section 10.13(b)(1) hereof for a period of two (2) calendar months, or until
the amounts paid with respect to months in which the Participant has Suspension
Service have been recovered (without interest), whichever is the first to
occur. If, at the end of the said two-month period there remains an unrecovered
amount which was paid to the Participant during or with respect to a period of
Suspension Service, such amount shall be recovered (without interest) by the
Plan by reducing each benefit payment due the Participant or the Participant's
Spouse or other Beneficiary after benefit commencement by the lesser of:

                    (A) the excess of the amount of the benefits paid to the
Participant with respect to months in which the Participant had Suspension
Service over the amount of such benefits which have been restored to, or
recovered by, the Plan, or

                    (B) 25% of the Participant's monthly benefit payments.


                                      39
<PAGE>

               (4) Notifications. No payment shall be withheld or suspended by
the Plan pursuant to this subsection (b) until the Plan has notified the
Participant by personal delivery or first class mail of the fact that such
withholding or suspension is occurring or will occur. Such notification will
contain a detailed description of the specific reasons why benefit payments are
being suspended or withheld, a general description of the Plan provisions
relating to the suspension of benefit payments, a copy of such provisions, and
a statement that the applicable Department of Labor regulations governing
suspensions of benefits may be found at Title 29, Code of Federal Regulations,
ss.2530.203-3. The notification shall also advise the Participant to whom
directed of the Plan's procedure for affording a review of the suspension of
benefits. In the event any payment is withheld or suspended prior to the
provision of notice as described in thins Section, the Participant's benefit
payable thereunder shall be actuarially increased, using the Plan's factors for
determining Actuarial Equivalent benefits, to compensate for such withholding
or suspension.



                                      40
<PAGE>

                                   ARTICLE XI

                     PROVISIONS RELATING TO TOP-HEAVY PLANS

     Section 11.01 Definitions. For purposes of this Article XI, the following
terms shall have the following meanings:

          (a) "Aggregation Group" shall mean the group of qualified plans
sponsored by a Participating Employer or by an Affiliated Company formed by
including in such group (i) all such plans in which a Key Employee participates
in the Plan Year containing the Determination Date, or any of the four (4)
preceding Plan Years, including any frozen or terminated plan that was
maintained within the five-year period ending on the Determination Date, (ii)
all such plans which enable any plan described in clause (i) to meet the
requirements of either section 401(a)(4) or section 410 of the Code, and (iii)
such other qualified plans sponsored by a Participating Employer or an
Affiliated Company as the Company elects to include in such group, as long as
the group, including those plans electively included, continues to meet the
requirements of sections 401(a)(4) and 410 of the Code.

          (b) "Determination Date" shall mean the last day of the preceding
Plan Year or, in the case of the first Plan Year, the last day of such Plan
Year.

          (c) "Key Employee" shall mean a person employed or formerly employed
by a Participating Employer or an Affiliated Company who, during the Plan Year
or during any of the preceding four (4) Plan Years, was any of the following:

               (1) An officer of a Participating Employer having an annual
Compensation of more than 50% of the amount in effect under section
415(b)(1)(A) of the Code for the Plan Year. The number of persons to be
considered officers in any Plan Year and the identity of the persons to be so
considered shall be determined pursuant to the provisions of section 416(i) of
the Code and the regulations published thereunder.

               (2) One of the 10 Employees who owns (or is considered as owning
under the attribution rules set forth at section 318 of the Code and the
regulations thereunder) the largest interest in a Participating Employer or an
Affiliated Company, provided that no person shall be considered a Key Employee
under this paragraph (2) if his annual Compensation is not greater than the
limitation in effect for such Plan Year under section 415(c)(1)(A) of the Code,
nor shall any person be considered a Key Employee under this paragraph (2) if
his ownership interest in the Plan Year being tested and the preceding four (4)
Plan Years was at all times less than 1/2% in value of any of the entities
forming the Participating Employers and the Affiliated Companies.

               (3) A five-percent (5%) owner of a Participating Employer or an
Affiliated Company within the meaning of section 416(i) of the Code.

               (4) A person who is both an Employee whose annual Compensation
exceeds $150,000 and who is a one-percent (1%) owner of a Participating
Employer or an Affiliated Company within the meaning of section 416(i) of the
Code.


                                      41
<PAGE>

The beneficiary of any deceased Participant who was a Key Employee shall be
considered a Key Employee for the same period as the deceased Participant would
have been so considered.

          (d) "Key Employee Ratio" shall mean the ratio (expressed as a
percentage) for any Plan Year, calculated as of the Determination Date with
respect to such Plan Year, determined by dividing the amount described in
paragraph (1) hereof by the amount described in paragraph (2) hereof, after
deduction from both such amounts the amount described in paragraph (3) hereof.

               (1) The amount described in this paragraph (1) is the sum of (i)
the aggregate of the present value of all accrued benefits of Key Employees
under all qualified defined benefit plans included in the Aggregation Group,
(ii) the aggregate of the balances in all of the accounts standing to the
credit of Key Employees under all qualified defined contribution plans included
in the Aggregation Group, and (iii) the aggregate amount distributed from all
plans in such Aggregation Group to or on behalf of any Key Employee during the
period of five (5) Plan Years ending on the Determination Date.

               (2) The amount described in this paragraph (2) is the sum of (i)
the aggregate of the present value of all accrued benefits of all Participants
under all qualified defined benefit plans included in the Aggregation Group,
(ii) the aggregate of the balances in all of the accounts standing to the
credit of all Participants under all qualified defined contribution plans
included in the Aggregation Group, and (iii) the aggregate amount distributed
from all plans in such Aggregation Group to or on behalf of any Participant
during the period of five (5) Plan Years ending on the Determination Date.

               (3) The amount described in this paragraph (3) is the sum of (i)
all rollover contributions (or similar transfers) to plans included in the
Aggregation Group initiated by an Employee and made from a plan sponsored by an
employer which is not a Participating Employer or Affiliated Company, (ii) with
respect to Plan Years beginning after December 31, 1984, any amount that would
have been included under paragraph (1) or (2) hereof with respect to any person
who has not performed services for any Participating Employer at any time
during the five-year period ending on the Determination Date, and (iii) any
amount that is included in paragraph (2) hereof for, on behalf of, or on
account of, a person who is a Non-Key Employee as to the Plan Year of reference
but who was a Key Employee as to any earlier Plan Year.

     The present value of accrued benefits under any defined benefit plan shall
be determined on the basis of the assumptions described in Appendix A or
Appendix C, as applicable, and, effective for Plan Years beginning after
December 31, 1986, under the method used for accrual purposes for all plans
maintained by all Participating Employers and Affiliated Companies if a single
method is used by all such plans, or otherwise, the slowest accrual method
permitted under section 411(b)(1)(C) of the Code.


                                      42
<PAGE>

          (e) "Non-Key Employee" shall mean any Employee or former Employee who
is not a Key Employee as to that Plan Year, or a beneficiary of a deceased
Participant who was a Non-Key Employee.

          (f) "Testing Period Average Compensation" shall mean the average of
the Participant's Compensation over the testing period consisting of the five
(5) consecutive Plan Years during which the Participant was in the employ of a
Participating Employer (whether or not such Plan Years were years during any
part of which he was an Active Participant) yielding the highest such average,
omitting from the Plan Years considered (i) Plan Years within which the
Participant was not credited with a year of Vesting Service, (ii) Plan Years
beginning before January 1, 1984, and (iii) Plan Years beginning after the
close of the last Plan Year in which the Plan was Top-Heavy. If there be fewer
than five (5) consecutive Plan Years in the testing period as described, the
testing period shall be considered to consist of all such years as would be
included if the "consecutive" requirement did not apply (to a maximum of the
lesser of (i) all such years, if fewer than five (5), or (ii) five (5) such
years).

     Section 11.02 Determination of Top-Heavy Status. The Plan shall be deemed
"top-heavy" as to any Plan Year if, as of the Determination Date with respect
to such Plan Year, either of the following conditions are met:

          (a) the Plan is not part of an Aggregation Group and the Key Employee
Ratio, determined by substituting the "Plan" for the "Aggregation Group" each
place it appears in Section 11.01(d), exceeds 60%, or

          (b) the Plan is part of an Aggregation Group, and the Key Employee
Ratio of such Aggregation Group exceeds 60%.

          (c) Adjustment in Benefit Limitations. Effective for Limitation Years
beginning prior to January 1, 2000, if the Plan is "top-heavy" within the
meaning of Section 11.02, the dollar limitations in the denominator of the
defined benefit fraction and defined contribution fraction as defined in
section 415(e) of the Code shall be multiplied by 100% rather than 125%.

     Section 11.03 Top-Heavy Plan Minima.

          (a) General Rule. If the Plan is "top-heavy" in any Plan Year, the
minimum Accrued Benefit under the Plan for any Active Participant who is a
Non-Key Employee (other than a Participant who was a Key Employee as to any
earlier Plan Year) and who has completed 1,000 Hours of Service during such
Plan Year (regardless of whether his employment terminates during such Plan
Year) shall be the lesser of:

               (1) 2% of the Participant's Testing Period Average Compensation,
multiplied by the number of Plan Years during which the Participant completed
at least 1,000 Hours of Service (excluding Plan Years beginning prior to
January 1, 1984, Plan Years in which the Plan is not "top-heavy" and Plan Years
which would be disregarded by reason of a Break in Service), or


                                      43
<PAGE>

               (2) 20% of the Participant's Testing Period Average
Compensation.

          (b) Nonduplication Exception. The provisions of Section 11.03(a)
shall not apply with respect to a Participant in a particular Plan Year if,
with respect to that Plan Year:

               (1) such Participant was an active participant in a qualified
defined benefit pension plan sponsored by a Participating Employer or by an
Affiliated Company under which plan the Participant's accrued benefit is not
less than the benefit described in Section 11.03(a), treating such other
defined benefit pension plan as a "top-heavy" plan and treating all such
defined benefit pension plans constituting an Aggregation Group as a single
plan;

               (2) such Participant was an active participant in a qualified
defined contribution plan sponsored by a Participating Employer or by an
Affiliated Company under which plan the amount of the employer contribution
(including reallocable forfeitures) allocable to the account of the Participant
for the accrual computation period of such plan ending with or within the Plan
Year, (exclusive of amounts by which the Participant's compensation was reduced
pursuant to a salary reduction agreement or similar arrangement), is not less
than 5% of the Participant's Compensation; or

               (3) the exception provided under this Section 11.03(b) shall
apply on a prorated basis where the Participant also participates in another
qualified plan of a Participating Employer or of an Affiliated Company, but
where such other plan only partially satisfies the requirements of paragraphs
(1) or (2) hereof.

     Section 11.04 No Suspension of Benefits. Notwithstanding any other
provision of the Plan, the payment of a Participant's benefits shall not be
suspended during the Participant's reemployment during any period in which the
Plan is "top-heavy."

     Section 11.05 Multiple Employer Plan. The provisions of this Article shall
be applied separately with respect to each "controlled group" and benefits with
respect to Employees of such "controlled group" in accordance with Treasury
Regulations section 1.416-1, G-2. For purposes of this Section, "controlled
group" shall mean a group of entities consisting of all Participating Employers
that are Affiliated Companies with respect to each other and all other entities
that are Affiliated Companies with respect to such Participating Employers,
determined in accordance with the aggregation rules described in sections
414(b), (c), (m) and (o) of the Code.


                                      44
<PAGE>

                                  ARTICLE XII

                                 CONTRIBUTIONS

     Section 12.01 Employer Contributions. Subject to the provisions of Section
12.05, the Participating Employers shall contribute such amounts as are
necessary to satisfy the minimum funding standards required pursuant to ERISA
and section 412 of the Code, as from time to time amended. No contributions
shall be required for any year if the Participating Employers applied for and
receive a waiver of the funding standards for that year. In the event that a
partial waiver is granted, no contribution shall be required of the
Participating Employers in excess of the amount stipulated in such partial
waiver. Participating Employers shall have the right, but not the obligation,
to contribute such additional amounts as they, in their sole discretion, deem
desirable in any year. All Participating Employer contributions shall be paid
to the Trustee(s). All forfeitures arising under the Plan shall be applied to
reduce Participating Employer contributions. Each contribution made by a
Participating Employer pursuant to the provisions of this Plan is made
expressly contingent upon the deductibility thereof for federal income tax
purposes for the fiscal year with respect to which such contribution is made.

     Section 12.02 Participant Contributions. No contributions shall be
required or permitted of Participants under the Plan.

     Section 12.03 Expenses of Administration. All expenses of administration
of this Plan shall be paid from the Fund unless a Participating Employer, in
its sole discretion, determines to pay them directly.

     Section 12.04 Contracts. If Contracts are purchased for the funding of
death or retirement benefits, such Contracts shall be purchased from such legal
reserve life insurance companies as may be approved by the Employee Benefits
Committee. A Trustee shall be the sole owner and beneficiary of each such
Contract unless and until such time as the Contract is distributed to a
Participant, Spouse or other Beneficiary in satisfaction of liabilities to such
party under the Plan or is transferred to the Participant, Spouse, other
Beneficiary or Alternate Payee for its fair market value. All dividends payable
with respect to any such Contract prior to the distribution of that Contract to
a Participant, Spouse, other Beneficiary or Alternate Payee shall be applied to
reduce the Participating Employers' contribution to the Plan. The Trustee is
empowered to borrow against the cash surrender values or loan values of any
Contracts held by it for the purpose of paying premiums on such Contracts or
for the general purposes of the Fund, but if such borrowing occurs, it shall be
done proportionately among the several Contracts so held and repayment of the
borrowed amounts by the Trustee shall be prorated to avoid discrimination.

     Section 12.05 Discontinuance. Notwithstanding any other provision of this
Article XII or of the Plan, the Company shall have the right to terminate the
Plan in accordance with the provisions of Article XVII, and no provision of
this Article XII shall be deemed a modification or abridgment of rights
reserved to or by the Company elsewhere in the Plan.


                                      45
<PAGE>

     Section 12.06 Sole Source of Benefits. The Fund shall be the sole source
for the provision of benefits under the Plan. Neither a Participating Employer
nor any other person or entity shall be liable therefor.

     Section 12.07 Commingling of Assets. All assets of the Plan may be
commingled for investment purposes with the assets of any other qualified plan
of a Participating Employer or an Affiliated Company and may be held as a
single fund under one or more Funding Vehicles, provided that the value of each
plan's assets can be determined at any time. The value of the assets held in
such single fund shall be determined by the Trustee(s) and the assets allocable
to each such plan shall be determined by the enrolled actuary appointed by the
Employee Benefits Committee. The enrolled actuary shall communicate such
determination to the Participating Employers, the Named Fiduciaries and the
Trustee(s). The assets allocable to each such plan shall in no event be used
for the benefit of participants in such other plans.



                                      46
<PAGE>

                                  ARTICLE XIII

                          EMPLOYEE BENEFITS COMMITTEE

     Section 13.01 Appointment and Tenure. The Plan shall be administered by
the "Employee Benefits Committee" or such other committee or individual
appointed by the Chairperson of the Employee Benefits Committee. The
Chairperson of the Employee Benefits Committee shall be appointed by the Human
Resources Committee of the Company. The Chairperson of the Employee Benefits
Committee shall have the authority to determine the number of voting members of
the Employee Benefits Committee and appoint such members from time to time. The
Chairperson of the Employee Benefits Committee shall also have the authority to
appoint, as appropriate, counsel and secretary to the Employee Benefits
Committee. Any Employee Benefits Committee member may resign by delivering his
written resignation to the Chairperson at least 30 days in advance of such
resignation or such shorter time agreed thereto by the Chairperson and the
member.

     Section 13.02 Meetings; Majority Rule. Any and all acts of the Employee
Benefits Committee taken at a meeting shall be by a majority of its members
with minutes being recorded for each meeting. Such minutes shall be made
available to any member of the Employee Benefits Committee upon request. The
Employee Benefits Committee may also act by unanimous consent in writing
without the formality of convening a meeting. Either the Chairperson of the
Employee Benefits Committee or secretary may execute any certificate or other
written direction on behalf of the Employee Benefits Committee. A member of the
Employee Benefits Committee who is a Participant shall not vote on any question
relating specifically to himself. In the event that the Employee Benefits
Committee's vote is equally divided on a claim for benefits, such vote will be
treated as a vote by the Employee Benefits Committee in favor of the claimant.

     Section 13.03 Delegation. The Employee Benefits Committee may, by
unanimous consent, delegate the specific authority and responsibility for those
duties listed in Section 13.04 and other purely ministerial duties to one or
more of its members. The member or members so designated shall be solely
liable, jointly and severally, for their acts or omissions with respect to such
delegated authority and responsibilities. Members not so designated, except as
otherwise provided by applicable provisions of ERISA, shall be relieved from
liability for any act or omission resulting from such delegation.

     Section 13.04 Authority and Responsibility of the Employee Benefits
Committee. The Employee Benefits Committee shall be the Plan "administrator" as
such term is defined in section 3(16) of ERISA, and as such shall have the
following duties and responsibilities:

          (a) to adopt and enforce such rules and regulations and prescribe the
use of such forms as may be necessary to carry out the provisions of the Plan;


                                      47
<PAGE>

          (b) to maintain and preserve records relating to Participants, Vested
Participants, and their Beneficiaries and Alternate Payees;

          (c) to prepare and furnish to Participants, Beneficiaries and
Alternate Payees all information and notices required under federal law or the
provisions of this Plan;

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

          (e) to provide directions to the Trustee(s) (and to the Plan's
actuary when appropriate) with respect to the purchase of life insurance or
Contracts, methods of benefit payment, valuations at dates other than annual
valuation dates and on all other matters where called for in the Plan or
requested by the Trustee(s);

          (f) to determine all questions of Employees' eligibility for and the
amount of any Plan benefits and of the status of rights of Participants,
Beneficiaries and Alternate Payees, to make factual determinations, to construe
and interpret the provisions of the Plan, to correct defects, to resolve
ambiguities and inconsistencies therein and to supply omissions thereto;

          (g) to compute and certify to the Trustee the amount and manner of
payment of benefits to which Participants, surviving Spouses, other
Beneficiaries and Alternate Payees may become entitled;

          (h) to engage assistants and professional advisers;

          (i) to arrange for bonding, if required by law, or as required by
general policies established by the Board;

          (j) to review benefit claim appeals, except to the extent another
committee or third-party administrator has been appointed by the Chairperson to
serve as the appeals fiduciary to review and decide such benefit claim appeals;

          (k) to provide procedures for determination of claims for benefits
and to establish rules, not inconsistent with the provisions or purposes of the
Plan, as it may deem necessary or desirable for the proper administration of
the Plan or transaction of its business;

          (l) to retain records on elections and waivers by Participants, their
surviving Spouses and their Beneficiaries and Alternate Payees;

          (m) to determine whether any domestic relations order constitutes a
QDRO and to take such action as the Employee Benefits Committee deems
appropriate in light of such domestic relations order;

          (n) to retain records on elections and waivers by Participants, their
spouses and their Beneficiaries, and Alternate Payees;


                                      48
<PAGE>

          (o) to select an independent qualified public accountant to examine a
Trustee's accounts and render an opinion;

          (p) to appoint an Investment Manager who is other than the Trustee,
which Investment Manager may be a bank or an investment advisor registered with
the Securities and Exchange Commission under the Investment Advisors Act of
1940. Such Investment Manager, if appointed, shall have sole discretion in the
investment of Plan assets, subject to the funding policy. The Employee Benefits
Committee shall review at regular intervals no less frequently than annually,
the performance of such Investment Manager and shall re-evaluate the
appointment of such Investment Manager. After the Employee Benefits Committee
has appointed an Investment Manager and has received a written notice of
acceptance of his responsibility, the fiduciary responsibility with respect to
investment of Plan assets shall be considered as the responsibility of the
Investment Manager;

          (q) to determine and communicate in writing to the fiduciary
responsible for investment of Plan assets the funding policy for the Plan. The
funding policy shall set forth the Plan's short-range and long-range financial
needs, so that said fiduciary may coordinate the investment of Plan assets with
the Plan's financial needs all as further set forth herein;

          (r) to prepare for review and action by the Board, and implement on
the instruction of the Board, all other amendments, modifications and
termination of the Plan;

          (s) to prepare and deliver to the Board such information and such
reports as are requested by the Board or as, in the judgement of the Employee
Benefits Committee, should be brought to the attention of the Board;

          (t) to perform such additional functions as may be specifically
assigned to it or delegated to it by the Board or the Human Resources
Committee; and

          (u) to adopt routine amendments to the Plan as provided under Section
16.01(b); and

          (v) to approve participation in the Plan of additional Participating
Employers.

Any authority delegated both to the Employee Benefits Committee under this
Section 13.04 and to the Company under Section 14.03 may be exercised by either
such party independently of the other.

     Section 13.05 Reporting and Disclosure. The Employee Benefits Committee
shall keep all individual and group records relating to Participants,
Beneficiaries and Alternate Payees, and all other records necessary for the
proper operation of the Plan. Such records shall be made available to the
Participating Employers and to each Participant, Beneficiary and Alternate
Payee for examination during normal business hours except that a Participant,
Beneficiary or Alternate Payee shall examine only such


                                      49
<PAGE>

records as pertain exclusively to the examining Participant, Beneficiary or
Alternate Payee and those records and documents relating to all Participants
generally. The Employee Benefits Committee shall prepare and shall file as
required by law or regulation all reports, forms, documents and other items
required by ERISA, the Code, and every other relevant statute, each as amended,
and all regulations thereunder. This provision shall not be construed as
imposing upon the Employee Benefits Committee the responsibility or authority
for the preparation, preservation, publication or filing of any document
required to be prepared, preserved or filed by the Trustee or by any other
Named Fiduciary to whom such responsibilities are delegated by law or by this
Plan.

     Section 13.06 Construction of the Plan. The Employee Benefits Committee
shall take such steps as are considered necessary and appropriate to remedy any
inequity that results from incorrect information received or communicated in
good faith or as the consequence of an administrative error. The Employee
Benefits Committee shall have full discretionary power and authority to
interpret the Plan, to make benefit eligibility determinations, to make factual
determinations and to determine all questions arising in the administration,
interpretation and application of the Plan. The Employee Benefits Committee
shall correct any defect, reconcile any inconsistency or ambiguity, or supply
any omission with respect to the Plan. All such corrections, reconciliations,
interpretations and completions of Plan provisions shall be final, binding and
conclusive upon the parties, including the Participating Employers, the
Employees, their families, dependents, Beneficiaries and any Alternate Payees.

     Section 13.07 Compensation of the Employee Benefits Committee. The
Employee Benefits Committee shall serve without compensation for its services
as such, but all reasonable expenses of the Employee Benefits Committee shall
be proper charges to the Fund and shall be paid therefrom unless a
Participating Employer, in its sole discretion, determines to pay them
directly.

     Section 13.08 Domestic Relations Orders.

          (a) In the event that the Actuarial Equivalent single sum value of
the benefit payable to an Alternate Payee under a QDRO does not exceed $5,000
($3,500 prior to January 1, 1998), such amount shall be paid to an Alternate
Payee in a single sum as soon as practicable following the Employee Benefits
Committee's receipt of the order and verification of its status as a QDRO.

          (b) Except as provided in this subsection (b), benefits payable to an
Alternate Payee shall not continue beyond the lifetime of the Alternate Payee.
In particular, no Alternate Payee shall have the right with respect to any
benefit payable by reason of a QDRO to (i) designate a beneficiary with respect
to amounts payable under the Plan, except in the case of a QDRO providing a
benefit to the Alternate Payee of a portion of each payment made to the
Participant from the Plan, as, when and if payable, but only to the extent that
the beneficiary legally could be an alternate payee (as defined in section
414(p) of the Code) under a QDRO with respect to the Participant's benefit,
(ii) provide survivorship benefits to a spouse or dependent of such Alternate
Payee or to any other person, spouse, or dependent, or (iii) transfer rights
under the QDRO by will or by state law of intestacy.


                                      50
<PAGE>

          (c) None of the payments, benefits or rights of any Alternate Payee
shall be subject to any claim of any creditor, and, in particular, to the
fullest extent permitted by law, all such payments, benefits and rights shall
be free from attachment, garnishment, trustee's process, or any other legal or
equitable process available to any creditor of such Alternate Payee. No
Alternate Payee shall have the right to alienate, anticipate, commute, pledge,
encumber or assign any of the benefits or payments which he may expect to
receive, contingently or otherwise, under the Plan.

          (d) Alternate Payees shall not have any right to exercise any
election, privilege, option or direction rights of the Participant under the
Plan except as specifically provided in the QDRO or receive communications with
respect to the Plan except as specifically provided by law, regulation or the
QDRO.

          (e) Each Alternate Payee shall advise the Employee Benefit Committee
in writing of each change of his name, address or marital status, and of each
change in the provisions of the QDRO or of any circumstances set forth therein
which may be material to the Alternate Payee's entitlement to benefits
thereunder or the amount thereof. Until such written notice has been provided
to the Employee Benefit Committee, the Employee Benefits Committee shall be (i)
fully protected in not complying with, and in conducting the affairs of the
Plan in a manner inconsistent with the information set froth in the notice, and
(ii) required to act with respect to such notice prospectively only, and then
only to the extent provided for in the QDRO. The Employee Benefits Committee
shall not be required to modify or reverse any payment, transaction or
application of funds occurring before the receipt of any notice that would have
affected such payment, transaction or application of funds, nor shall the
Employee Benefits Committee or any other party be liable for any such payment,
transaction or application of funds.

          (f) Except as specifically provided for in the QDRO, an Alternate
Payee shall have no right to interfere with the exercise by the Participant or
by any beneficiary of their respective rights, privileges and obligations under
the Plan.


                                      51
<PAGE>

                                  ARTICLE XIV

                     ALLOCATION AND DELEGATION OF AUTHORITY

          Section 14.01 Authority and Responsibilities of the Employee Benefits
Committee. The Employee Benefits Committee shall have the authority and
responsibilities imposed by Article XIII hereof. With respect to the said
authority and responsibility, the Employee Benefits Committee shall be a "Named
Fiduciary," and as such, shall have no authority and responsibility other than
as granted in the Plan, or as imposed by law.

          Section 14.02 Authority and Responsibilities of a Trustee. A Trustee
shall be the "Named Fiduciary" with respect to investment of the portion of the
Fund assets for which it is responsible and shall have the powers and duties
set forth in the Trust Agreement. The Trustee shall keep complete and accurate
accounts of all of the assets of, and the transactions involving, the Fund. All
such accounts shall be open to inspection by the Employee Benefits Committee
during normal business hours.

          Section 14.03 Authority and Responsibilities of the Company. The
Company, acting through its Board, shall have certain powers under the Plan, to
be executed or undertaken in a non-fiduciary capacity, including:

          (a) to appoint the Trustee(s);

          (b) to amend or terminate the Trust Agreement(s) and settle the
account(s) of the Trustee(s) and to remove a Trustee and upon such removal or
upon the resignation of the Trustee, to appoint a successor;

          (c) to appoint an Investment Manager(s) (or to refrain from such
appointment), and to terminate such appointment (including appointments made by
the Employee Benefits Committee) and upon such termination or upon resignation
of the Investment Manager(s), to appoint a successor, to amend the separate
agreement(s), which shall be entered into with the Investment Manager(s) and
either increase or decrease the portion of the Fund which shall be managed by
the Investment Manager(s) (including those appointed by the Employee Benefits
Committee);

          (d) to transfer a portion of the Plan assets held by one Trustee to
another Trustee; and

          (e) to select an independent qualified public accountant to examine a
Trustee's accounts and records and render an opinion.

Any authority delegated both to the Company under this Section 14.03 and the
Employee Benefits Committee under Section 13.04 may be exercised by either such
party independently of the other.

     Section 14.04 Limitations on Obligations of Named Fiduciaries. No Named
Fiduciary shall have authority or responsibility to deal with matters other
than as delegated to it under this Plan, under the Trust Agreement, or by
operation of law.


                                      52
<PAGE>

Except as provided by section 405 of ERISA, a Named Fiduciary shall not in any
event be liable for breach of fiduciary responsibility or obligation by another
fiduciary (including Named Fiduciaries) if the responsibility or authority of
the act or omission deemed to be a breach was not within the scope of the said
Named Fiduciary's authority or delegated responsibility. The determination of
any Named Fiduciary as to any matter involving its responsibilities hereunder
shall be conclusive and binding on all persons.

     Section 14.05 Designation and Delegation. Each Named Fiduciary may
designate other persons to carry out such of its responsibilities hereunder for
the operation and administration of the Plan as it deems advisable and delegate
to the persons so designated such of its powers as it deems necessary to carry
out such responsibilities. Such designation and delegation shall be subject to
such terms and conditions as the Named Fiduciary deems necessary or proper. Any
action or determination made or taken in carrying out responsibilities
hereunder by the persons so designated by the Named Fiduciary shall have the
same force and effect for all purposes if such action or determination had been
made or taken by such Named Fiduciary.

     Section 14.06 Reports to Board. As deemed necessary or proper, but in any
event at least once during each Plan Year, each Named Fiduciary shall report to
the Board on the operation and administration of the Plan.

     Section 14.07 Engagement of Assistants and Advisers. Any Named Fiduciary
shall have the right to hire, at the expense of the Fund, such professional
assistants and consultants as it, in its sole discretion, deems necessary or
advisable. The Named Fiduciaries shall be entitled to rely, and shall be fully
protected in any action or determination or omission taken or made or omitted
in good faith in so relying, upon any opinions, reports or other advice which
is furnished by counsel or other specialist engaged for that purpose or upon
any valuation certificate or report furnished by a Trustee.

     Section 14.08 Payment of Expenses. The expenses incurred by the Named
Fiduciaries in connection with the operation of the Plan, including, but not
limited to, the expenses incurred by reason of the engagement of professional
assistants and consultants, shall be expenses of the Plan and shall be payable
from the Fund at the direction of the Employee Benefits Committee. The
Participating Employers shall have the option, but not the obligation, to pay
any such expenses, in whole or in part, and by so doing, to relieve the Fund
from the obligation of bearing such expenses. Payment of any such expenses by
the Participating Employers on any occasion shall not bind the Participating
Employers to thereafter pay any similar expenses.

     Section 14.09 Bonding. The Employee Benefits Committee shall arrange for
such bonding as is required by law, but no bonding in excess of the amount
required by law shall be considered required by the Plan.

     Section 14.10 Indemnification. Each person, other than a Trustee, who is a
Named Fiduciary, or who is a member of a committee or board comprising a Named
Fiduciary, shall be indemnified by the Company against costs, expenses and
liabilities (other than amounts paid in settlement to which the Company do not
consent) reasonably


                                      53
<PAGE>

incurred by him in connection with any action to which he may be a party by
reason of his service as a Named Fiduciary except in relation to matters as to
which he shall be adjudged in such action to be personally guilty of
negligence, willful misconduct or lack of good faith in the performance of his
duties. The foregoing right to indemnification shall be in addition to such
other rights as the person may enjoy as a matter of law or by reason of
insurance coverage of any kind, but shall not extend to costs, expenses and/or
liabilities otherwise covered by insurance or that would be so covered by any
insurance then in force if such insurance contained a waiver of subrogation.
Rights granted hereunder shall be in addition to and not in lieu of any rights
to indemnification to which the person may be entitled pursuant to the bylaws
of the Company. Service as a Named Fiduciary shall be deemed in partial
fulfillment of the person's function as an employee, officer and/or director of
a Participating Employer, if he serves in that capacity as well as in the role
of Named Fiduciary.



                                      54
<PAGE>

                                   ARTICLE XV

                   BENEFIT APPLICATIONS AND CLAIMS PROCEDURES

     Section 15.01 Application for Benefits.

          (a) Each Participant, surviving Spouse (in the case of a benefit
described in Section 9.02), Beneficiary or Alternate Payee believing himself or
herself eligible for benefits under the Plan shall apply for such benefits by
completing and filing with the Employee Benefits Committee an application for
benefits on a form supplied by such Committee. Before the date on which benefit
payments commence, each such application must be supported by such information
and data as the Employee Benefits Committee deems relevant and appropriate.
Evidence of age, marital status (and, in the appropriate instances, health,
death or disability), and location of residence shall be required of all
applicants for benefits.

          (b) In the event that a Participant, a surviving Spouse, or Alternate
Payee fails to apply to the Employee Benefits Committee by the Participant's
Normal Retirement Age or the date of the Participant's Separation from Service,
if later, or a Beneficiary fails to apply within six months after the
Participant's death, the Employee Benefits Committee shall make diligent
efforts to locate such individual and obtain such application. A Plan benefit
shall be deemed forfeited in the event that the Employee Benefits Committee is
unable to locate the Participant, surviving Spouse, or other Beneficiary, or
Alternate Payee to whom payment is due; provided, however, that such benefit
shall be reinstated if a claim is later made by a party to whom the benefit is
properly payable. No payments shall be made for the period in which benefits
would have been payable if the individual had made timely application therefor.

          (c) In the event (i) the Participant, surviving Spouse, or Alternate
Payee fails to make application by the end of the calendar year in which the
date described in Section 15.01(b) occurred, or (ii) the Beneficiary fails to
make application by December 31 of the year following the year in which the
Participant's death occurs, subject to Section 18.11 of the Plan, the Employee
Benefits Committee may commence distribution as of such date without such
application.

     Section 15.02 Appeals of Denied Claims for Benefits. In the event that any
claim for benefits is denied in whole or in part, the Participant, Beneficiary
or Alternate Payee whose claim has been so denied shall be notified of such
denial in writing by the claims fiduciary designated by the Chairperson of the
Employee Benefits Committee. The notice advising of the denial shall specify
the reason or reasons for denial, make specific reference to pertinent Plan
provisions, describe any additional material or information necessary for the
claimant to perfect the claim (explaining why such material or information is
needed), and shall advise the Participant, Beneficiary or Alternate Payee, as
the case may be, of the procedure for the appeal of such denial. All appeals
shall be made by the following procedure:

          (a) The Participant, Beneficiary or Alternate Payee whose claim has
been denied shall file with the appeals fiduciary designated by the Chairperson
of the


                                      55
<PAGE>

Employee Benefits Committee a notice of desire to appeal the denial. Such
notice shall be filed within sixty (60) days of notification by the claims
fiduciary of claim denial, shall be made in writing, and shall set forth all of
the facts upon which the appeal is based. Appeals not timely filed shall be
barred. Notwithstanding the foregoing, if within 90 days of filing a claim for
benefits under the Plan, the Participant, Beneficiary or Alternate Payee
neither receives a notice of denial of a claim or a notice that additional time
is required to review the claim, such individual may assume that the claim has
been denied and may file with the appeals fiduciary a notice of desire to
appeal the denial.

          (b) The appeals fiduciary shall consider the merits of the claimant's
written presentations, the merits of any facts or evidence in support of the
denial of benefits, and such other facts and circumstances as the appeals
fiduciary shall deem relevant.

          (c) The appeals fiduciary shall ordinarily render a determination
upon the appealed claim within sixty (60) days after its receipt which
determination shall be accompanied by a written statement as to the reasons
therefor. However, in special circumstances the appeals fiduciary may extend
the response period for up to an additional sixty (60) days, in which event it
shall notify the claimant in writing prior to commencement of the extension.
The determination so rendered shall be binding upon all parties.



                                      56
<PAGE>

                                  ARTICLE XVI

                               AMENDMENT OF PLAN

     Section 16.01 Amendment.

          (a) The provisions of the Plan may be amended at any time and from
time to time by the Board, provided, however, that:

               (1) No amendment shall increase the duties or liabilities of the
Employee Benefits Committee or a Trustee without the consent of that party;

               (2) No amendment shall decrease the vested percentage of any
Participant's Accrued Benefit, nor result in the elimination or reduction of a
benefit "protected" under section 411(d)(6) of the Code, unless otherwise
permitted or required by law;

               (3) No amendment shall provide for the use of funds or assets
held to provide benefits under the Plan other than for the benefit of
Participants and their Beneficiaries and Alternate Payees or to meet the
administrative expenses of the Plan, except as may be specifically authorized
by statute or regulation.

     Each amendment shall be approved by resolution of the Board; provided,
however, that no amendment shall cause the Plan to fail to satisfy the
requirements of section 401(a) of the Code when all benefits provided by all
Participating Employers which are required to be aggregated for such purposes
are taken into account.

          (b) The provisions of the Plan may be amended at any time and from
time to time by the Employee Benefits Committee, provided, however, that:

               (1) such an amendment would not result in a material increase in
the currently estimated cost of maintaining the Plan; and

               (2) such amendment is routine in nature.

     Section 16.02 Amendments to the Vesting Schedule.

          (a) If the vesting schedule under this Plan is amended, each Active
Participant who has completed at least three (3) years of Vesting Service prior
to the end of the election period specified in this Section 16.02 may elect,
during such election period, to have the vested percentage of his Accrued
Benefit determined without regard to such amendment.

          (b) For the purposes of this Section 16.02, the election period shall
begin as of the date on which the amendment changing the vesting schedule is
adopted, and shall end on the latest of the following dates:

               (1) the date occurring 60 days after the Plan amendment is
adopted; or


                                      57
<PAGE>

               (2) the date which is 60 days after the day on which the Plan
amendment becomes effective; or

               (3) the date which is 60 days after the day the Participant is
issued written notice of the Plan amendment by the Employee Benefits Committee;
or

               (4) such later date as may be specified by the Employee Benefits
Committee.

     The election provided for in this Section 16.02 shall be made in writing
and shall be irrevocable when made.

     Section 16.03 Reversion. Subject to the provisions of this Section 16.03,
the assets of the Plan shall be applied exclusively for the purposes of
providing benefits to Participants and Beneficiaries under the Plan and for
defraying expenses incurred in the administration of the Plan and its
corresponding trust or other funding vehicle. No provision of the Plan nor any
amendment shall cause any of the assets of the Fund to revert to the
Participating Employers, except that, if, after the Plan is terminated, there
are assets remaining after all fixed and contingent liabilities to
Participants, Beneficiaries and Alternate Payees under the terms of the Plan
within the meaning of ERISA section 4044(d)(1)(A) are satisfied, such excess
assets may be refunded to the Participating Employers. Notwithstanding anything
in this Section or any other provision of the Plan to the contrary,
contributions shall be refunded to the Participating Employers if such
contributions were made under a mistake of fact or if such contributions are
disallowed as a deduction to a Participating Employer for federal income tax
purposes or such contribution is otherwise nondeductible and recovery thereof
is permitted, provided that such refunds are limited in time and amount as set
forth in section 403(c) of ERISA or as otherwise permitted by applicable
administrative rules. No such refund shall be made if, solely on account of
such refund, the Plan would cease to be a qualified plan pursuant to section
401(a) of the Code.

     Section 16.04 Mergers and Consolidations of Plans. In the event of any
merger or consolidation with, or transfer of assets and liabilities to, any
other plan, each Participant shall have a benefit in the surviving or
transferee plan (determined as if such plan were then terminated immediately
after such merger, consolidation or transfer) that is equal to or greater than
the benefit he would have been entitled to receive immediately before such
merger, consolidation or transfer in the plan in which he was then a
participant (had such plan been terminated at that time). For the purposes
hereof, former Participants, Beneficiaries and Alternate Payees shall be
considered Participants. If the total liabilities of any plans that are merged
into the Plan with respect to a Plan Year are equal to less than 3% of the
assets of the Plan, in the event of a spin-off or termination of the Plan
within five years following such merger, Plan assets will be allocated first
for the benefit of Participants who were participants in the other plans
involved in the merger to the extent of the present value of such Participants'
benefits as of the date of the merger.


                                      58
<PAGE>

                                  ARTICLE XVII

                              TERMINATION OF PLAN

     Section 17.01 Right to Terminate.

          (a) The Company expects to continue this Plan and the corresponding
trust indefinitely, but reserves the right to terminate the Plan in whole or in
part at any time by resolution of the Board, without the consent of any
Participant, Spouse, Beneficiary or Alternate Payee.

          (b) If the Plan is terminated in whole or in part, all Participants
hereunder affected by such total or partial termination shall be fully vested
in their Accrued Benefits as of the date of termination to the extent then
funded.

     Section 17.02 Procedure for Complete Termination.

          (a) After notice by the Employee Benefits Committee to the PBGC that
the Plan is to be wholly terminated and upon failure to receive a notice of
non-sufficiency from PBGC, the Employee Benefits Committee, after reserving an
amount sufficient to pay all expenses and charges, shall direct the Trustee(s)
to allocate the assets of the Fund in accordance with section 4044 of ERISA for
the purposes set forth below and in the order set forth below, to the extent
that the assets are available to provide benefits to Participants,
Beneficiaries and Alternate Payees. Notwithstanding the foregoing, if the order
of priorities set forth below conflicts with ERISA and amendments thereto or
regulations thereunder, ERISA, its amendments and its regulations shall
control.

          (b) The Trustee(s), at the direction of the Employee Benefits
Committee, shall make the allocation referred to above as follows:

               (1) First, to that portion of each person's Accrued Benefit
which is derived from the Participant's contributions to the Plan which were
not mandatory contributions.

               Second, to that portion of each person's Accrued Benefit which
is derived from the Participant's mandatory contributions, if any.

               Third, in the case of benefits payable as an annuity, (i) in the
case of the benefit of a Participant, Spouse, or other Beneficiary or Alternate
Payee which was in pay status as of the beginning of the three-year period
ending on the termination date of the Plan, to each such benefit, based on the
provisions of the Plan (as in effect during the five-year period ending on such
date) under which such benefit would be the least, and (ii) in the case of a
Participant's, Spouse's, or other Beneficiary's or Alternate Payee's benefit
(other than a benefit described in (i) above) which would have been in pay
status as of the beginning of such three-year period if the Participant had
retired prior to the beginning of the three-year period and if his benefits had
commenced (in the normal form of annuity under the Plan), as of the beginning
of such period, to each such benefit based on the provisions of the Plan (as in
effect during the five-year period ending


                                      59
<PAGE>

on such date) under which the benefit would be the least. For the purposes of
(i) above, the lowest benefit in pay status during a three-year period shall be
considered the benefit in pay status for such period.

               Fourth, to all other benefits (if any) of persons under the Plan
guaranteed under the termination insurance provisions of ERISA.

               Fifth, to all other nonforfeitable benefits under the Plan.

               Sixth, to all other benefits under the Plan.

               (2) If the assets available for allocation under any priority
category (other than the fifth or sixth priority category) are insufficient to
satisfy in full the benefits of all persons, the assets shall be allocated pro
rata among such persons on the basis of the present value (as of the
termination date) of their respective Accrued Benefits.

               (3) If any assets of the Plan attributable to Participant
contributions as determined in accordance with section 4044(d)(3) of ERISA
remain after all liabilities of the Plan to Participants and their
Beneficiaries and Alternate Payees have been satisfied, such assets shall be
equitably distributed among the Participants, Beneficiaries and Alternate
Payees of Participants (including Alternate Payees) who made such contributions
in accordance with their respective rates or amounts of contribution, as the
Trustee or Trustees determine.

               (4) Any residual assets of the Plan remaining after distribution
as aforesaid shall be distributed to the Participating Employers, provided

                    (A) all liabilities of the Plan to Participants and their
Beneficiaries and Alternate Payees have been satisfied, and

                    (B) the distribution does not contravene any provision of
law.

     Section 17.03 Continuance of Trust. The Trustee(s) may, upon Plan
termination (unless directed to dissolve the trust by the Company), either
distribute benefits and terminate the trust or continue the trust for the
purpose of providing the benefits contemplated by the Plan. In no event shall
funds revert to the Participating Employers prior to the dissolution of the
trust unless otherwise permitted by regulations issued under the Code and by
ERISA in the event of Plan termination.

     Section 17.04 Nontransferability of Contracts. Any Contract issued
hereunder to provide payment of benefits shall be endorsed nontransferable.

     Section 17.05 Limitation on Benefits.

          (a) In the event of Plan termination, the benefit payable to any
Highly Compensated Employee shall be limited to a benefit that is
nondiscriminatory under section 401(a)(4) of the Code. If payment of benefits
is restricted in accordance with this


                                      60
<PAGE>

subsection (a), assets in excess of the amount required to provide such
restricted benefits shall become a part of the assets available under Section
17.02 for allocation among Participants and their eligible spouses and
beneficiaries whose benefits are not restricted under this subsection (a).

          (b) The restrictions of this subsection (b) shall apply prior to
termination of the Plan to any Participant who is a Highly Compensated Employee
and who is one of the 25 highest paid employees or former employees of the
Participating Employers and all Affiliated Companies for any Plan Year. The
annual payments to or on behalf of any such Participant shall be limited to an
amount equal to (1) the payments that would have been made to or on behalf of
the Participant under a single life annuity that is the Actuarial Equivalent of
the sum of the Participant's Accrued Benefit and any other benefits under the
Plan (other than a social security supplement) plus (2) the payments that the
Participant is entitled to receive under a social security supplement.

          (c) The restrictions in subsection (b) shall not apply to a
Participant described therein:

               (1) if, after the payment of benefits to or on behalf of such
Participant, the value of the Plan assets equals or exceeds 110% of the value
of the current liabilities (within the meaning of section 412(l)(7) of the
Code);

               (2) if the value of the benefits payable to or on behalf of such
Participant is less than 1% of the value of current liabilities before
distribution;

               (3) if the value of the benefits payable to or on behalf of such
Participant does not exceed $5,000 ($3,500 prior to January 1, 1998); or

               (4) such Participant has entered into an agreement with the
Employee Benefits Committee as described in subsection (d).

          (d) Notwithstanding subsection (b) of this Section 17.05, a
Participant described in subsection (b) (a "restricted Participant") may
receive distribution without regard to the restrictions described in that
subsection provided that the following requirements are met:

               (1) The "restricted amount" (which may be required to be repaid
to the Plan) is the excess of the accumulated amount of distributions made to
the restricted Participant over the accumulated amount of the Participant's
nonrestricted limit. The Participant's "nonrestricted limit" is equal to the
payments that could have been distributed to the Participant pursuant to
subsection (b). An "accumulated amount" is the amount of a payment increased by
a reasonable amount of interest from the date the payment was made (or would
have been made) until the date for the determination of the restricted amount.

               (2) Prior to receipt of a distribution from the Plan, the
restricted Participant shall deposit in escrow with a depositary acceptable to
the Employee Benefits Committee property having a fair market value equal to at
least 125% of the restricted amount. Alternatively, the Participant may (A)
post a bond from an


                                      61
<PAGE>

insurance company, bonding company or other surety approved by the U.S.
Treasury Department as an acceptable surety for federal bonds or (B) obtain a
bank letter of credit in an amount equal to at least 100% of the restricted
amount.

               (3) Amounts in the escrow account in excess of 125% of the
restricted amount may be withdrawn on behalf of the Participant. If the market
value of the property in the escrow account falls below 110% of the restricted
amount, the Participant shall deposit additional property to bring the value of
the property up to 125% of the restricted amount. The Participant may receive
any income from the property placed in escrow, provided that the 125% minimum
is maintained. Similar rules shall apply to the release of any liability in
excess of 100% of the restricted amount where the repayment obligation has been
secured by a bond or a letter of credit.

               (4) A depository may not redeliver to a Participant any property
held under the agreement, other than amounts in excess of 125% of the
restricted amount and a surety or bank may not release any liability on a bond
or letter of credit unless the Employee Benefits Committee certifies that the
restricted Participant (or the Participant's estate) is no longer obligated to
repay any amount under the agreement. The Employee Benefits Committee shall
make such certification at any time after the distribution commences if (A) the
conditions of paragraphs (c)(1), (2) or (3) are met; (B) the Plan is terminated
and the requirement of subsection (a) is met; or (C) the Participant is no
longer a restricted Participant. Such certification shall terminate the
agreement between the Participant and the Employee Benefits Committee.

     Section 17.06 Recapture of Payments. No provision to the Plan shall be
construed as exempting any Participant or other party from diminution of
pension benefits and/or recapture of pension benefits by the PBGC to the extent
such diminution and/or recapture is allowed by law.


                                      62
<PAGE>


                                 ARTICLE XVIII

                            MISCELLANEOUS PROVISIONS

     Section 18.01 Nonalienation of Benefits.

          (a) Except as provided in Section 18.01(b) and (c), none of the
payments, benefits, or rights of any Participant, surviving Spouse, or other
Beneficiary or Alternate Payee shall be subject to any claim of any creditor,
and, in particular, to the fullest extent permitted by law, all such payments,
benefits and rights shall be free from attachment, garnishment, trustee's
process, or any other legal or equitable process available to any creditor of
such Participant, surviving Spouse, or other Beneficiary or Alternate Payee.
Except as provided in Section 18.01(b) and (c), no Participant, surviving
Spouse, or other Beneficiary or Alternate Payee shall have the right to
alienate, anticipate, commute, pledge, encumber or assign any of the benefits
or payments which he may expect to receive, contingently or otherwise, under
the Plan, except the right to designate a beneficiary or beneficiaries as
hereinabove provided.

          (b) Compliance with the provisions and conditions of any QDRO
pursuant to Section 13.08 or of any federal tax levy made pursuant to section
6331 of the Code shall not be considered a violation of this provision.

          (c) Compliance with the provisions and conditions of a judgment
relating to the Participant's conviction of a crime involving the Plan, or a
judgment, order, decree or settlement agreement between the Participant and the
Secretary of Labor or the Pension Benefit Guaranty Corporation relating to a
violation (or an alleged violation) of part 4 of subtitle B of title I of ERISA
shall not be considered a violation of this provision.

     Section 18.02 No Contract of Employment. Neither the establishment of the
Plan, nor any modification thereof, nor the creation of any fund, trust or
account, nor the payment of any benefits shall be construed as giving any
Participant or Employee, or any person whomsoever, the right to be retained in
the service of a Participating Employer, and all Participants and other
Employees shall remain subject to discharge to the same extent as if the Plan
had never been adopted.

     Section 18.03 Severability of Provisions. If any provision of the Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and the Plan shall be construed
and enforced as if such provisions had not been included.

     Section 18.04 Heirs, Assigns and Personal Representatives. The Plan shall
be binding upon the heirs, executors, administrators, successors and assigns of
the parties, including each Participant, Spouse, Beneficiary and Alternate
Payee, present and future (except that no successor to the Company shall be
considered a Plan sponsor unless that successor adopts the Plan).


                                      63
<PAGE>

     Section 18.05 Headings and Captions. The headings and captions herein are
provided for reference and convenience only, shall not be considered part of
the Plan; and shall not be employed in the construction of the Plan.

     Section 18.06 Gender and Number. Except where otherwise clearly indicated
by context, the masculine and the neuter shall include the feminine and the
neuter, the singular shall include the plural, and vice-versa.

     Section 18.07 Controlling Law. The Plan shall be construed and enforced
according to the laws of the state of New York to the extent not preempted by
Federal law, which shall otherwise control.

     Section 18.08 Title to Assets; Source of Benefits. No person shall have
any right to, or interest in, any assets of the Fund, except as provided from
time to time under the Plan, and then only to the extent of the benefits
payable under the Plan to such person or out of the assets of the Fund. All
benefits provided for in the Plan shall be paid solely from the assets of the
Fund, and neither the Participating Employers nor any other person shall be
liable therefor in any manner.

     Section 18.09 Payments to Minors, Etc. Any benefit payable to or for the
benefit of a minor, an incompetent person or other person incapable of
receipting therefor shall be deemed paid when paid to such person's guardian
or, if none has been appointed, to the holder of a legally valid power of
attorney from such person and such payment shall fully discharge the
Trustee(s), the Employee Benefits Committee, the Participating Employers and
all other parties with respect thereto.

     Section 18.10 Reliance on Data and Consents. The Participating Employers,
the Trustee(s), the Employee Benefits Committee, all fiduciaries with respect
to the Plan, and all other persons or entities associated with the operation of
the Plan, the management of its assets, and the provision of benefits
thereunder, may reasonably rely on the truth, accuracy and completeness of any
data provided by any Participant, Spouse, Beneficiary or Alternate Payee,
including, without limitation, representations as to age, health and marital
status. Furthermore, the Participating Employers, the Trustee(s), the Employee
Benefits Committee, and all fiduciaries with respect to the Plan may reasonably
rely on all consents, elections and designations filed with the Plan or those
associated with the operation of the Plan and the Fund by any Participant, the
Spouse of any Participant, any Beneficiary of any Participant or any Alternate
Payee of any Participant, or the representatives of such persons without duty
to inquire into the genuineness of any such consent, election or designation.
None of the aforementioned persons or entities associated with the operation of
the Plan, its assets and the benefits provided under the Plan shall have any
duty to inquire into any such data, and all may rely on such data being current
to the date of reference, it being the duty of the Participants, spouses of
Participants, and Beneficiaries and Alternate Payees to advise the appropriate
parties of any change in such data.

     Section 18.11 Lost Payees. If a Participant, surviving Spouse or other
Beneficiary or Alternate Payee to whom a benefit is payable under the Plan
cannot be located following a reasonable effort to do so by the Employee
Benefits Committee, such


                                      64
<PAGE>

benefit shall be deemed forfeited. If a claim for a forfeited benefit is
subsequently filed by the party to whom the benefit is properly payable, such
benefit shall be reinstated. No payments shall be made for any period in which
benefits would have been payable if the party to whom the benefit was properly
payable had made timely application therefor.

     Section 18.12 Notices. Each Participant, Spouse, Beneficiary and Alternate
Payee shall be responsible for furnishing the Employee Benefits Committee with
the current and proper address for the mailing of notices, reports and benefit
payments. Any notice required or permitted shall be deemed given if directed to
the person to whom addressed at such address and mailed by regular United
States mail, first-class and prepaid. If any check mailed to such address is
returned as undeliverable to the addressee, mailing of checks will be suspended
until the Participant, Spouse, Beneficiary or Alternate Payee furnishes the
proper address. This provision shall not be construed as requiring the mailing
of any notice or notification if the regulations issued under ERISA deem
sufficient notice to be given by the posting of notice in appropriate places,
or by any other publication device.

     Section 18.13 Counterparts. The Plan instrument and amendments thereto may
be executed in several counterparts, each of which shall be deemed an original.
As to the Plan instrument and as to the instruments of amendment thereto, the
counterparts of the respective instruments shall be considered a single
instrument, which may be sufficiently evidenced by one counterpart. Further,
each amendment to the Plan shall be deemed to have amended all counterpart Plan
instruments, and, if applicable, all counterparts of prior amendments.

     Section 18.14 Acceptance by Other Employers. Another employer may adopt
this Plan to cover its employees by filing with the Company a written
resolution adopting the Plan, upon which the Company shall indicate its
acceptance of such employer as a Participating Employer under the Plan.

     Section 18.15 Mistaken Payments. If it is determined that a Participant,
Beneficiary, surviving Spouse or Alternate Payee has received the incorrect
payment(s) for any reason, overpayments shall be charged against, and
underpayments shall be added to, any benefits otherwise payable to any such
individual.


                                      65
<PAGE>



     Executed this _______ day of ______________, 2001.



                                             CELLCO PARTNERSHIP
                                             (D/B/A VERIZON WIRELESS)


     Attest: __________________              By: _______________________

                                             Title:_____________________





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<PAGE>

                                   APPENDIX A
                       ACTUARIAL ASSUMPTIONS AND FACTORS


                        VERIZON WIRELESS RETIREMENT PLAN

The following assumptions shall be used for determining the Actuarial
Equivalent of a benefit, except as specified to the contrary in the Plan or
Appendix C:

1.   For Purposes of Calculating the Normal and Optional Forms:

     (a) UCN Annuity Pension Benefit Options. For purposes of converting a UCN
Annuity Pension Benefit in the form of a single life annuity described in
Section 10.02(a)(1) to an optional form of payment, other than a single sum
payment or an immediate annuity described in Section (b) below, the 1984 George
B. Buck Mortality Table assuming 55% male and 45% female at 8% interest.

     (b) Transition Benefit Account Options. For purposes of converting a
Transition Benefit Account to an immediate single life annuity, the Applicable
Interest Rate and the Applicable Mortality Table specified in Section 2(a)(ii)
of this Appendix A.

2.   For Purposes of Calculating Single Sum Distributions:

     (a) UCN Annuity Pension Benefit.

          (i) Prior to January 1, 2000. The single sum value of a participant's
monthly UCN Annuity Pension Benefit shall be actuarially computed on the basis
of the 1984 George B. Buck Mortality Table assuming 55% male and 45% female at
the interest rate that would have been used by the PGBC as of the distribution
date for purposes of determining the present value of a single sum distribution
on termination of a plan; provided, however, that if the present value of the
single sum distribution exceeds $25,000 using the PBGC interest rate, the
interest rate assumption shall be 120 percent of the PBGC Rate, provided that
the foregoing amount shall never be less than $25,000.

          (ii) Effective January 1, 2000. Notwithstanding the foregoing,
effective January 1, 2000, the single sum value of a Participant's monthly UCN
Annuity Pension Benefit shall be actuarially computed on the basis of: the
mortality table prescribed by the Secretary of the Treasury (the "Secretary")
pursuant to section 417(e)(3)(A)(ii)(I) of the Code (the "Applicable Mortality
Table"); and the annual rate of interest on 30-year Treasury securities as
specified by the Secretary pursuant to section 417(e)(3)(A)(ii)(II) of the Code
for the second month prior to the first day of the Plan Year in which payment
is made (the "Applicable Interest Rate").

     (b) Transition Benefit Account. For benefits in the form of a Transition
Benefit Account, the single sum value of a Participant's Transition Benefit
Account shall be based solely on the balance of the Participant's Transition
Benefit Account as of the Benefit Payment Date.


                                      67
<PAGE>

3.   Top-Heavy Rules

     Except to the extent specified otherwise in Appendix C, for the purpose of
implementing the top-heavy rules and tests of Code Section 416, actuarial
equivalence and actuarial present values shall be determined on the basis of an
interest rate of 7% per annum compounded annually and on the basis of the
UP-1984 Mortality Table.




                                      68
<PAGE>


                                   APPENDIX B
                            PARTICIPATING EMPLOYERS

Cellco Partnership (d/b/a Verizon Wireless)
AirTouch Cellular (California)
Verizon Wireless Texas LLC
NYNEX PCS, Inc.






                                      69
<PAGE>


                                   APPENDIX C
FOR FORMER EMPLOYEES OF AIRTOUCH COMMUNICATIONS, INC. AND CERTAIN ACTIVE
EMPLOYEES OF VODAFONE AMERICAS ASIA INC., FORMERLY, AIRTOUCH COMMUNICATIONS
INC.


Effective as of the close of December 31, 2000, all of the assets and
liabilities of the AirTouch Plan were transferred to the Plan, and participants
in the AirTouch Plan ceased accruing benefits thereunder. The purpose of this
Appendix C is to provide the participants in the AirTouch Plan with the
benefits they had accrued under the AirTouch Plan as of December 31, 2000. In
addition, the portion of a Participant's Accrued Benefit under the Plan
attributable to his AirTouch Annuity Pension Benefit may increase with
increases in his Final Average Compensation and, for Full Accrual Participants,
with additional Years of Credited Service as provided in this Appendix C. The
portion of a Participant's Accrued Benefit under the Plan attributable to his
AirTouch Annuity Pension Benefit is payable in the special forms of payment
provided in this Appendix C.

This Appendix C is a part of the Plan and shall be administered in accordance
with the provisions of the Plan. The benefits payable under the Plan to any
AirTouch Active Participant or AirTouch Inactive Participant shall be governed
by the rules set forth in the Plan, except as otherwise specifically provided
in this Appendix C. In no event shall the Accrued Benefit provided hereunder to
such a Participant under the Plan and this Appendix C be less than the accrued
benefit of such individual under the AirTouch Plan as of December 31, 2000.

The benefits payable under this Appendix C to any AirTouch Active Participant
or AirTouch Inactive Participant who has one or more Hours of Service under the
Plan on or after January 1, 2001 shall be calculated and payable in accordance
with the terms of the AirTouch Plan as it existed on December 31, 2000
(consisting of the AirTouch Communications Employees Pension Plan (Amended and
Restated as of January 1, 1995) and amendments number 1, 2, 4 and 5 to the
AirTouch Plan, all of which are hereby incorporated into the Plan by this
reference), with the following exceptions:

1.   The cash-out provisions contained in the Plan shall apply in lieu of the
     cash-out provisions contained in the AirTouch Plan.

2.   The provisions in the Plan concerning minimum required distributions under
     section 401(a)(9) of the Code shall apply in lieu of the minimum required
     distribution provisions contained in the AirTouch Plan.

3.   In-Service Pensions (as described in Section 5 of the AirTouch Plan) shall
     not be required or permitted.

4.   No Compensation earned by a Participant on or after January 1, 2007 shall
     be counted for purposes of determining his Final Average Compensation
     under the AirTouch Plan.


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<PAGE>


5.   Unless previously terminated under the provisions of the AirTouch Plan, a
     Participant's "Term of Employment" for purposes of the AirTouch Plan shall
     cease on December 31, 2006.

The benefits payable under the terms of the AirTouch Plan (or its predecessors)
to any individual who does not have one or more Hours of Service under the Plan
on or after January 1, 2001 and who is not employed by a "Participating
Company" (as defined in the AirTouch Plan) on or after December 31, 2000 shall
be determined under the terms of the AirTouch Plan (or its predecessors) in
effect on the date such individual's employment terminated.




                                      71