MICRON ELECTRONICS, INC.
                        RETIREMENT AT MICRON ("RAM") PLAN
                              Amended and Restated
                            Effective January 1, 2000

                                TABLE OF CONTENTS

ARTICLE 1 INTRODUCTION.......................................1

  1.1 Establishment of Plan; Background .....................1
  1.2 Purpose ...............................................2
  1.3 Plan Governs Distribution of Benefits .................2

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

ARTICLE 3 PARTICIPATION.....................................14

  3.1 Participation ........................................14
  3.2 Authorized Leave of Absence...........................14
  3.3 Participation and Rehire .............................15
  3.4 Acquisitions .........................................15
  3.5 Not Contract for Employment ..........................15
  3.6 Transfer of Employment from MTI ......................15

ARTICLE 4 PRE-TAX CONTRIBUTIONS; ROLLOVERS..................15

  4.1 Pre-Tax Contributions ................................15
  4.2 Elections Regarding Pre-Tax Contributions ............16
  4.3 Change in Pre-Tax Contribution Percentage or
      Suspension of Contributions ..........................16
  4.4 Deadline for Contributions and Allocation of Pre-Tax
      Contributions ........................................17
  4.5 Rollover Contribution ................................17

ARTICLE 5 EMPLOYER CONTRIBUTIONS............................18

  5.1 Employer Matching Contribution .......................18
  5.2 Profit Sharing Contribution ..........................19
  5.3 Qualified Nonelective Contributions ..................19
  5.4 Form and Timing of Contributions .....................19
  5.5 Forfeitures ..........................................20
<PAGE>

ARTICLE 6 ACCOUNTS AND ALLOCATIONS..........................21

  6.1 Participant Accounts .................................21
  6.2 Allocation of Adjustments ............................22
  6.3 Plan Expenses ........................................22
  6.4 Investment Funds and Elections .......................23
  6.5 Errors ...............................................23
  6.6 Valuation For Purposes of Distributions ..............24

ARTICLE 7 VESTING...........................................25

  7.1 Retirement ...........................................25
  7.2 Permanent Disability .................................25
  7.3 Death ................................................25
  7.4 Other Termination Date ...............................25
  7.5 Forfeitures ..........................................26
  7.6 Transfer of Employment from an Affiliate .............27
  7.7 Vesting Credit for Acquisitions ......................27

ARTICLE 8 DISTRIBUTIONS.....................................28

  8.1 Commencement of Distribution .........................28
  8.2 Method of Distribution ...............................29
  8.3 Payment to Minors and Incapacitated Persons ..........30
  8.4 Application for Benefits .............................30
  8.5 Special Distribution Rules ...........................30
  8.6 Distributions Pursuant to Qualified Domestic
      Relations Orders ..............;......................31
  8.7 Direct Rollovers .....................................31

ARTICLE 9 IN-SERVICE WITHDRAWALS............................33

  9.1 Hardship Withdrawal of Account .......................33
  9.2 Definition of Hardship ...............................33
  9.3 Maximum and Minimum Hardship Distribution ............33
  9.4 Procedure to Request Hardship ........................34
  9.5 Participant Withdrawals After Age 59 1/2 .............35
  9.6 Valuation for Purposes of In-Service Withdrawals .....35
  9.7 Other Rules for In-Service Distributions .............35
  9.8 Prior Employer Account ...............................35

ARTICLE 10 ADMINISTRATION OF THE PLAN.......................36

  10.1 Named Fiduciaries ...................................36
  10.2 Board of Directors ..................................36
  10.3 Trustee .............................................36
  10.4 Committee ...........................................37
<PAGE>

  10.5 Authorized Officer ..................................38
  10.6 Standard of Fiduciary Duty ..........................39
  10.7 Claims Procedure ....................................39
  10.8 Indemnification of Committee ........................40

ARTICLE 11 AMENDMENT AND TERMINATION........................41

  11.1 Right to Amend ......................................41
  11.2 Termination and Discontinuance of Contributions .....41
  11.3 IRS Approval of Termination .........................41

ARTICLE 12 SPECIAL DISCRIMINATION RULES.....................42

  12.1  Definitions ........................................42
  12.2  Limit on Pre-Tax Contributions .....................45
  12.3  Average Actual Deferral Percentage .................47
  12.4  Special Rules For Determining Average Actual Deferral
        Percentage .........................................48
  12.5  Distribution of Excess ADP Deferrals ...............48
  12.6  Average Actual Contribution Percentage .............50
  12.7  Special Rules For Determining Average Actual
        Contribution Percentages ...........................51
  12.8  Distribution of Excess ACP Contributions ...........51
  12.9  Combined ACP and ADP Test ..........................53
  12.10 Order of Applying Certain Sections of Article 12 ...54

ARTICLE 13 HIGHLY COMPENSATED EMPLOYEES.....................55

  13.1 In General ..........................................55
  13.2 Highly Compensated Employees ........................55
  13.3 Former Highly Compensated Employee ..................55
  13.4 Definitions .........................................55
  13.5 Other Methods Permissible ...........................56

ARTICLE 14 MAXIMUM BENEFITS.................................58

  14.1 General Rule ........................................58
  14.2 Definitions .........................................60

ARTICLE 15 TOP HEAVY RULES..................................61

  15.1 General .............................................61
  15.2 Definitions .........................................61
  15.3 Minimum Benefit .....................................62
<PAGE>

ARTICLE 16 MISCELLANEOUS....................................64

  16.1  Headings ...........................................64
  16.2  Action by Employer .................................64
  16.3  Spendthrift Clause .................................64
  16.4  Distributions Upon Special Occurrences .............64
  16.5  Discrimination .....................................64
  16.6  Release ............................................64
  16.7  Compliance with Applicable Laws ....................65
  16.8  Agent for Service of Process .......................65
  16.9  Merger .............................................65
  16.10 Governing Law ......................................65
  16.11 Adoption of the Plan by an Affiliated Sponsor ......65
  16.12 Protected Benefits .................................67
  16.13 Location of Participant or Beneficiary Unknown .....67
  16.14 Qualified Military Service .........................67
  16.15 Not Contract for Employment ........................67
  16.16 Special Rules for Permanent and Total Disability ...67
  16.17 Protection of Optional Forms of Benefit for Money
        Purchase Plan Assets ...............................67

<PAGE>

                            MICRON ELECTRONICS, INC.
                        RETIREMENT AT MICRON ("RAM") PLAN


                              Amended and Restated
                            Effective January 1, 2000


<PAGE>


                            MICRON ELECTRONICS, INC.
                        RETIREMENT AT MICRON ("RAM") PLAN
                 Amended and Restated Effective January 1, 2000

                                    ARTICLE 1
                                  INTRODUCTION

1.1   Establishment of Plan; Background.

      (a) Effective  September 1, 1995,  Micron  Electronics,  Inc.  adopted the
Micron Electronics, Inc. Retirement at Micron Plan (the "Prior Plan"). The Prior
Plan was an  amendment  and  restatement  of the ZEOS  International  Retirement
Savings Plan and Trust which was first  established  May 1, 1991 and was renamed
the Micron  Electronics,  Inc.  Retirement at Micron Plan effective September 1,
1995.  The  Prior  Plan  was  amended  from  time to time and at all  times  was
maintained as a plan intended to meet the  requirements  of Sections  401(a) and
401(k) of the  Internal  Revenue Code of 1986,  as amended,  and of the Employee
Retirement Income Security Act of 1974.

      (b) Effective  January 1, 2000 (the "Effective  Date"),  the Prior Plan is
continued in an amended and  restated  form as set forth in its entirety in this
document,  which  shall be called the Micron  Electronics,  Inc.  Retirement  at
Micron ("RAM") Plan (the "Plan").  Notwithstanding  this general effective date,
certain  provisions  of this  Plan  (as set  forth  in this  document)  shall be
effective earlier than the Effective Date.

1.2  Purpose.  Micron  Electronics,  Inc.  intends to  operate  the Plan for the
purpose of enabling  Eligible  Employees and their  Beneficiaries  to accumulate
funds to provide for their retirement income requirements.  The Plan is intended
to qualify,  and the Plan assets held in a Trust Fund are  intended to be exempt
from federal income tax, under the pertinent  provisions of the Internal Revenue
Code of 1986, as amended,  and any successor  Federal  income tax statute of the
same or similar effect.

1.3 Plan Governs Distribution of Benefits.  The distribution of benefits for all
Participants  (whether  employed by the Employer  before or after the  Effective
Date) shall be  governed by the  provisions  of this Plan.  Nevertheless,  early
retirement  benefits,  retirement-type  subsidies,  or optional forms of benefit
protected under Code Section 411(d)(6) shall not be reduced or eliminated unless
such reduction or elimination is permitted under the Code, Treasury Regulations,
authority issued by the Internal Revenue Service, or judicial authority.


                                    ARTICLE 2
                                   DEFINITIONS

      Certain  terms of this Plan have defined  meanings  which are set forth in
this  Article and which shall  govern  unless the context in which they are used
clearly indicates that some other meaning is intended.

      Account shall mean the Account established and maintained by the Committee
or  Trustee  for each  Participant  or  their  Beneficiaries  to which  shall be
allocated  each  Participant's  interest  in the  Fund.  Each  Account  shall be
comprised of the sub-accounts described in Section 6.1.

      Act or ERISA shall mean Public Law No.  93-406,  the  Employee  Retirement
Income  Security  Act of 1974,  as amended  from time to time.  A reference to a
specific  provision of ERISA shall  include such  provision  and any  applicable
Department of Labor Regulations pertaining thereto.

      Adjustment  shall mean, for any Valuation  Date,  the aggregate  earnings,
realized  or  unrealized   appreciation,   losses,  expenses,  and  realized  or
unrealized  depreciation of the Fund since the immediately  preceding  Valuation
Date. The determination of the Adjustment shall be made by the Trustee and shall
be final and binding.

<PAGE>

      Affiliate shall mean the Company and any corporation  which is a member of
a controlled  group of  corporations  (as defined in Code Section  414(b)) which
includes the Company;  any trade or business  which is under common  control (as
defined in Code Section 414(c)) with the Company;  any  organization  which is a
member of an affiliated  service group (as defined in Code Section 414(m)) which
includes the Company;  and any other entity  required to be aggregated  with the
Company pursuant to regulations under Code Section 414(o).

      Affiliated  Sponsor shall mean any  corporation  and any other entity that
wishes to adopt this Plan; provided,  however, that any such entity described in
this  paragraph  must be designated  by the  Committee as an Affiliated  Sponsor
under the Plan.  See Section  16.11 for  provisions  relating  to an  Affiliated
Sponsor's  adoption of the Plan.  All Affiliated  Sponsors,  groups of employees
designated as participating in the Plan by such Affiliated  Sponsors (if not all
employees),  and the effective date of a company's  designation as an Affiliated
Sponsor shall be specified in Schedule A.

      Authorized  Leave of Absence  shall  mean any  absence  authorized  by the
Employer under the Employer's  standard  personnel  practices  provided that all
persons  under  similar  circumstances  must be treated alike in the granting of
such  Authorized  Leaves of Absence and provided  further  that the  Participant
returns  within the period of authorized  absence.  An absence due to service in
the Armed Forces of the United States shall be considered an Authorized Leave of
Absence to the extent required by federal law.

      Authorized   Officer   shall  mean  the   Company's   Vice   President  of
Administration or, in the absence of such an office or title, such other officer
that  has  primary  responsibility  for  overseeing  the  administration  of the
Company's employee benefit programs.

      Beneficiary.

      (a) Unmarried Participants. For unmarried Participants, any individual(s),
trust(s), estate(s), partnership(s),  corporation(s) or other entity or entities
designated by the Participant in accordance  with procedures  established by the
Committee to receive any distribution to which the Participant is entitled under
the Plan in the event of the  Participant's  death.  The  Committee  may require
certification  by a  Participant  in  any  form  it  deems  appropriate  of  the
Participant's  marital  status prior to  accepting  or honoring any  Beneficiary
designation.  Any  Beneficiary  designation  shall  be void  if the  Participant
revokes the designation or marries. Any Beneficiary designation shall be void to
the extent it conflicts with the terms of a qualified domestic relations order.

      If an unmarried  Participant  fails to designate a  Beneficiary  or if the
designated Beneficiary fails to survive (or is deemed to have failed to survive)
the Participant and the Participant has not designated a contingent Beneficiary,
<PAGE>

the  Beneficiary  shall be the  Participant's  estate.  For the  purposes of the
foregoing sentence,  the term "descendants" shall include any persons adopted by
a Participant or by any of his descendants.

      (b) Married Participants. A married Participant's Beneficiary shall be his
Spouse  at the  time of his  death  unless  the  Participant  has  designated  a
non-spouse Beneficiary (or Beneficiaries) with the written consent of his Spouse
given in the presence of a notary public on a form provided by the Committee, or
unless the terms of a qualified  domestic  relations  order require payment to a
non-spouse  Beneficiary.  A married  Participant's  designation  of a non-spouse
Beneficiary in accordance  with the preceding  sentence shall remain valid until
revoked by the Participant or until the Participant marries a Spouse who has not
consented to a designation in accordance with the preceding sentence.

      For  the  purposes  of this  Section,  revocation  of a prior  Beneficiary
designation will occur when a Participant  files a valid subsequent  designation
with the Committee.

      Board shall mean the Board of Directors of the Company.

      Break in Service shall occur when a Participant has a Termination Date and
does not return to Employment for five or more consecutive  years following such
Termination Date.

      Code shall mean the Internal Revenue Code of l986, as amended. A reference
to a  specific  provision  of the Code  shall  include  such  provision  and any
applicable Treasury Regulation pertaining thereto.

      Committee  shall mean the Committee  appointed by the  Authorized  Officer
under Article 10 to administer the Plan. This term is interchangeable with "Plan
Administrator."

      Company shall mean Micron Electronics, Inc. and its successors and
assigns which adopt this Plan.

      Compensation.

      (a) Compensation  shall mean the "safe harbor"  definition of compensation
as defined in Code section 415(c)(3) and modified by Treasury Regulation Section
1.414(s)-1(c)(3).  Compensation  therefore means an Eligible  Employee's  wages,
salaries,  fees for professional  services,  and other amounts received (without
regard to  whether  an amount is paid in cash) for  personal  services  actually
rendered in the course of employment with the Company. Compensation includes (1)
the value of a non-qualified stock option granted to an employee by the Company,
but only to the  extent  that the  value of the  option is  includible  in gross
income for the taxable year in which granted;  and (2) the amount  includible in
<PAGE>

gross income upon making a Code section 83(b)  election.  Compensation  does not
include  the  following  items,   even  if  includible  in  gross  income:   (1)
reimbursements  or other  expense  allowances;  (2)  fringe  benefits  (cash and
non-cash), (3) moving expenses, (4) deferred compensation; (5) welfare benefits;
(6) amounts  realized from the exercise of a  nonqualified  stock option or when
restricted  stock or property  held by an  employee  is not longer  subject to a
substantial risk of forfeiture;  (7) amounts realized from the sale, exchange or
other disposition of stock acquired under an incentive stock option or qualified
stock purchase  plan; and (8) other amounts which receive  special tax benefits,
such as  premiums  for group term life  insurance  (only to the extent  that the
premiums  are  not   includible   in  the  gross  income  of  the  employee)  or
contributions  made by an employer  toward the  purchase of an annuity  contract
described in Code section 403(b).

      (b) The annual  Compensation of each employee taken into account under the
Plan shall not exceed the limitations of Code Section 401(a)(17) in effect as of
the beginning of the Plan Year (e.g., $170,000 in 2000).

      Credited  Service shall mean the number of years of service as an Employee
of the Employer (with proportionate  allowance for fractional years) measured in
accordance with the following rules:

     (a) In General.  An Employee shall receive Credited Service for the elapsed
time of his Employment  beginning on the  Employee's  Date of Hire and ending on
his Termination  Date. If an Employee has a Termination Date and is subsequently
rehired,  such Employee  shall again receive  Credited  Service  (subject to the
Break in Service rules set forth below)  beginning on the date of the Employee's
first Hour of Service on or after his re-employment and ending on his subsequent
Termination  Date. See subsection  (f) for a special  transition  rule involving
service crediting.

      (b) Break in  Service.  Credited  Service  shall not include any period of
Employment which precedes a Break in Service if as of the first day of the Break
in Service, the Employee is not vested in any portion of his Employer Accounts.

      (c) Employment with Affiliated Sponsors;  Predecessor Businesses.  Subject
to  subsection  (e) below,  Credited  Service  shall not  include  any period of
employment with any Affiliated Sponsor prior to its designation as an Affiliated
Sponsor except to the extent provided in Schedule A.

      (d) Military  Service.  Credited  Service  shall not include any period of
service in the  military,  except to the extent  such  service is required to be
credited under applicable federal law.
<PAGE>


      (e) Employment with  Affiliates.  An Employee's  service with an Affiliate
while an Affiliated Sponsor shall be considered Employment with the Employer.

      (f)  Special Transition Rule.

           (1)  Background.  Prior to January 1, 1999, an Employee's service
                credit was computed using the "hours of service" method
                described in Code Section 410 and ERISA Sections 201 and
                202.  Beginning on January 1, 1999, an Employee's Credited
                Service is determined using the "elapsed time" method
                described herein.  The purpose of this subsection (f) is to
                provide a transitional rule arising from the Plan having
                changed its service crediting method.  This rule affects
                Employees whose Date of Hire precedes January 1, 1999.

           (2)  Transitional  Rule.  For an Employee whose Date of Hire precedes
                January 1, 1999, such Employee's Credited Service
                shall equal the sum of:

                (A)  the Employee's years of service computed under the hours of
                     service method as of the day preceding the Employee's  1998
                     anniversary date;

                (B)  the greater of (1) the period of service computed under the
                     elapsed time method for the  twelve-month  period beginning
                     on the Employee's 1998  anniversary date or (2) the service
                     taken into  account  under the hours of service  method for
                     the period  beginning on the  Employee's  1998  anniversary
                     date and ending on January 1, 1999; and

                (C)  beginning with the Employee's  1999  anniversary  date, the
                     period of service  computed  under the elapsed  time method
                     commencing  from such  anniversary  date and  ending on the
                     Employee's Termination Date.

           (3)  No Double  Counting.  The provisions of this  subsection (f) are
                not  intended to grant an Employee  service  credit  twice under
                this Plan for the same period of service (whether worked for MTI
                or the Employer, or their respective Affiliated Employers).

      (g)  Service Crediting Rules for Former Employees of MTI.
<PAGE>


           (1)  Background.  Until April 7, 1995, the Company was a wholly
                owned subsidiary of MTI.  From time to time, employees who
                worked for MTI or entities that are aggregated with MTI
                under Code Section 414 ("MTI Affiliate") will commence
                employment with the Company or an Affiliate thereof.  The
                purpose of this subsection (g) is to grant service credit
                under this Plan for these Former MTI Employees and their
                employment with MTI or an MTI Affiliate.

           (2)  Vesting. A Former MTI Employee's  Credited Service under the MTI
                Plan  shall   count  as  Credited   Service   under  this  Plan.
                Furthermore,  for purposes of  determining  whether a Former MTI
                Employee earned a year of Credited  Service during the Plan Year
                in which the Former MTI Employee  became an Employee  under this
                Plan, the Former MTI  Employee's  most recent "Date of Hire" (as
                defined  in the MTI Plan)  shall be deemed to be the  Employee's
                anniversary  date  under  this  Plan in  order to  compute  such
                Credited  Service.  For  example,  if the  Former  MTI  Employee
                commenced work for MTI on 4/1/96 and  transferred  employment to
                the Company on 9/15/99,  the Former MTI  Employee's  anniversary
                year for determining Credited Service shall be 4/1 to 3/31.

           (3)  No Double  Counting.  The provisions of this  subsection (g) are
                not  intended to grant an Employee  service  credit  twice under
                this Plan for the same period of service (whether worked for MTI
                or the Employer, or their respective Affiliates).

           (4)  Definition of Former MTI Employee.  Any Employee who  previously
                worked for MTI or an MTI Affiliate and  participated  in the MTI
                Plan. The Committee in its sole discretion  shall determine in a
                uniform  and  nondiscriminatory  manner  if an  individual  is a
                Former MTI  Employee and  eligible to receive  Credited  Service
                under  this  subsection  (g).  Any such  determination  shall be
                conclusive and binding.

           (5)  Compliance  with Code. No service  credit shall be granted under
                this  subsection  (g) to the extent such  service  credit  would
                violate  a  requirement  of Code  Section  401(a)  or  otherwise
                jeopardize the qualified status of the Plan.

      (h) Service Crediting Rules for Employees Who Transfer  Employment from an
Employer to MTI.
<PAGE>


           (1)  Background.  From time to time, Eligible Employees terminate
                -----------
                employment with an Employer and immediately commence
                employment with MTI or an MTI Affiliate (such employee known
                as a "Transferred MTI Employee").  It is the purpose of this
                subsection (h) to give Credited Service for vesting purposes
                under this Plan to a Transferred MTI Employee who continues
                to work for MTI or an MTI Affiliate immediately following
                his or her Termination Date with an Employer.

           (2)  Vesting.  A Transferred  MTI Employee  shall continue to receive
                Credited  Service for vesting  purposes only under this Plan for
                his or  her  employment  with  MTI  or an  MTI  Affiliate.  Such
                Credited  Service  shall be  granted  following  the  rules  and
                procedures  of this Plan but by  counting  the  Transferred  MTI
                Employee's  employment  at MTI or at an MTI Affiliate as service
                for an Employer.  Such Credited  Service shall not apply for any
                other purpose (e.g., for purposes of any contribution under this
                Plan).  However,  if the Transferred  MTI Employee  requests and
                receives a complete  Distribution  of his or her vested  Account
                from  this  Plan,  the  Transferred  MTI  Employee  shall  cease
                accruing  Credited  Service for vesting purposes under this Plan
                for his employment with MTI or an MTI Affiliate.

           (3)  No Double  Counting.  The provisions of this  subsection (h) are
                not  intended to grant an Employee  service  credit  twice under
                this Plan for the same period of service (whether worked for MTI
                or the Employer, or their respective Affiliates).

           (4)  Definition of Transferred MTI Employee.  Any Employee who worked
                for an Employer  and  participated  in the Plan and  immediately
                thereafter  commenced  work for MTI.  The  Committee in its sole
                discretion,  shall determine in a uniform and  nondiscriminatory
                manner  if an  individual  is a  Transferred  MTI  Employee  and
                eligible to receive Credited Service under this subsection (h).

           (5)  Compliance  with Code. No service  credit shall be granted under
                this  subsection  (h) to the extent such  service  credit  would
                violate  a  requirement  of Code  Section  401(a)  or  otherwise
                jeopardize the qualified status of the Plan.
<PAGE>


      Date of Hire shall mean the date the  Employee  first  performs an Hour of
Service for an Employer.

      Dependent  shall mean an individual who qualifies as a "dependent"  within
the meaning of Section 152 of the Code.

      Distribution  shall mean payment by the Trustee to or for the benefit of a
Participant,  Spouse,  Beneficiary  or other  person  entitled  to  benefits  as
provided in this Plan.

      Effective  Date  shall  mean  January  1,  2000,  the  date of the  Plan's
amendment and restatement.

      Eligible Employee shall mean, except for those Employees identified in the
following  sentence,  all  Employees  employed by the  Employer.  The  following
Employees shall not be considered Eligible Employees:

           (a)  any Employee included in a collective  bargaining unit for which
                a labor  organization  is recognized  as  collective  bargaining
                agent unless such employee has been  designated by the Committee
                as an "Eligible Employee" for the purposes of this Plan;

           (b)  any "leased  employee,"  with  respect to the Employer or deemed
                employee under Code Section 414(o); or

           (c)  any  Employee  who is a  nonresident  alien  whether or not such
                Employee   receives   earned  income  from  the  Employer  which
                constitutes income from sources within the United States.

      Employee  shall  mean any person  employed  by or on  Authorized  Leave of
Absence  from the  Employer,  and any  person  who is a "leased  employee"  with
respect to the Employer.  However,  if such "leased  employees"  constitute less
than 20 percent of the Employer's  combined  non-highly  compensated work force,
within the meaning of Code Section  414(n)(1)(C)(ii),  the term "Employee" shall
not include  "leased  employees"  covered by a plan  described  in Code  Section
414(n)(5).  Individuals  classified by the Employer as  independent  contractors
shall not be considered  Employees and shall not be eligible to  participate  in
the Plan.  However,  in the event an  individual  classified  as an  independent
contractor  by an Employer is  subsequently  determined  by a court of competent
jurisdiction  to be an  Employee,  then such  individual  shall be  eligible  to
participate   in  this  Plan   prospectively   from  the  date  of  such   court
determination,   provided  such  individual   otherwise   satisfies  the  Plan's
eligibility requirements.
<PAGE>

      Employer shall mean the Company and any Affiliated Sponsor. All Affiliated
Sponsors are listed on Schedule A.

      Employer   Contributions  shall  mean  Employer  Matching   Contributions,
Qualified Nonelective Contributions, and/or Profit Sharing Contributions.

      Employer  Matching  Contribution  Account  shall  mean  the  portion  of a
Participant's Account attributable to the Employer Matching  Contributions,  and
the total of the  Adjustments  which have been  credited to or  deducted  from a
Participant's Account with respect to such Employer Matching Contributions.

      Employer  Matching  Contributions  shall  have that  meaning as defined in
Section 5.1.

      Employer  Securities  shall mean the common  stock of Micron  Electronics,
Inc.

      Employment shall mean the active service of an Employee with the Employer.

      Employment  Commencement  Date shall  mean the date on which the  Employee
first performs an Hour of Service for an Employer.

      Fiduciary  shall mean any party named as a Fiduciary  in Article 10 of the
Plan.  Any party shall be  considered a Fiduciary of the Plan only to the extent
of the powers and duties specifically allocated to such party under the Plan.

      Forfeiture.  See Section 7.5.

      Former MTI Employee.  See definition of "Credited Service."

      Former Participant shall have that meaning as defined in Section 3.3(a).

      Fund shall mean the money and other  properties  held and  administered by
the Trustee in accordance with the Plan and Trust Agreement. If the Committee so
directs, multiple trust funds may be established under this Plan, which together
shall comprise the Fund hereunder.

      Highly Compensated Employee shall have that meaning as defined in Article
13.

      Investment  Fund shall mean the  separate  funds  under the Fund which are
distinguished by their investment objectives. Investment Fund may include a fund
comprised  primarily  of  Employer  Securities  on either a unitized  or a share
accounting basis.
<PAGE>

      MTI shall mean Micron Technology, Inc., an Idaho corporation, and any
entity that is aggregated with Micron Technology, Inc. under Code Section
414.

      Maternity  or  Paternity  Leave  shall mean the  Employee's  cessation  of
Employment on account of (i) the  pregnancy of the  Employee,  (ii) the birth of
the  Employee's  child,  (iii)  the  child's  placement  with  the  Employee  in
connection  with the  Employee's  adoption of such  child,  or (iv) caring for a
child  described in (i) through  (iii) above  immediately  following the child's
birth or placement. This definition shall be interpreted in accordance with Code
Sections 410(a)(5)(E) and 411(a)(6)(E).

      Non-highly Compensated Employee shall mean an Employee of the Employer who
is not a Highly Compensated Employee.

      Normal  Retirement  Date shall  mean the date a  Participant  attains  age
sixty-two (62).

      Participant  shall mean an  Eligible  Employee  who  becomes  eligible  to
participate  in the Plan as  provided  in Article 3 or who has made a  roll-over
contribution to the Plan as provided in Article 4.

      Pay Date shall mean with respect to an Employee,  the regularly  scheduled
bi-weekly  date on which  payroll  checks  are  issued  by the  Company  to such
Employee.

      Permanent  Disability shall mean a disability of a Participant  within the
meaning of Code  Section  22(e)(3),  to the extent that the  Participant  is, or
would be,  entitled to disability  retirement  benefits under the Federal Social
Security  Act or to the  extent  that the  Participant  is  entitled  to recover
benefits  under  any long  term  disability  plan or  policy  maintained  by the
Employer.  The  determination  of whether or not a Permanent  Disability  exists
shall be determined by the Committee in its sole discretion.

      Plan shall mean the Plan as set forth in this  document  together with any
subsequent amendments hereto. See Section 1.1.

      Plan Administrator or Administrator  shall mean the Committee appointed by
the  Authorized  Officer  pursuant  to Article 10 to  administer  the Plan.  All
references  in the Plan to the  Administrator  shall be  deemed  to apply to the
Committee and vice versa. The Committee so appointed is hereby designated as the
"Administrator" of the Plan within the meaning of Section 3(16) of the Act.

      Plan Year shall be the calendar year.

      Pre-Tax  Contribution shall mean contributions made to the Plan during the
Plan Year by the Employer,  at the election of the Participant, in lieu of cash
<PAGE>

compensation  and that are made pursuant to a salary reduction  agreement.  Such
contributions are  nonforfeitable  when made and distributable only as specified
in Article 8, Article 9 or Article 16.

      Pre-Tax  Contribution  Account  shall mean the portion of a  Participant's
Account attributable to Pre-Tax Contributions,  and the total of the Adjustments
which have been  credited  to or  deducted  from a  Participant's  Account  with
respect to Pre-Tax Contributions.

      Prior Plan.  See Section 1.1.

      Profit Sharing  Contribution shall have that meaning as defined in Section
5.3.

      Profit  Sharing   Contribution   Account  shall  mean  the  portion  of  a
Participant's Account attributable to Profit Sharing Contributions and the total
of the Adjustments  which have been credited to or deducted from a Participant's
Account with respect to Profit Sharing Contributions.

      Qualified,  as used in "qualified plan" or "qualified  trust" shall mean a
plan and trust which are entitled to the tax benefits  provided  respectively by
Sections 401 and 501 of the Code, and related provisions of the Code.

      Qualified  Nonelective  Contribution  Account  shall mean the portion of a
Participant's Account attributable to Qualified Nonelective  Contributions,  and
the total of the  Adjustments  which have been  credited to or  deducted  from a
Participant's Account with respect to Qualified Nonelective Contributions.

      Qualified  Nonelective  Contribution shall have that meaning as defined in
Section 5.4.

      Retirement  shall mean the  Termination  Date of a Participant on or after
his Normal Retirement Date.

      Spouse  shall  mean the person who was  married to the  Participant  (in a
civil or  religious  ceremony  recognized  under the laws of the state where the
marriage was contracted)  immediately prior to the date on which payments to the
Participant  from  the  Plan  begin.  If  the  Participant  dies  prior  to  the
commencement  of  benefits,  Spouse  shall  mean a person  who is  married  to a
Participant  (as defined in the immediately  preceding  sentence) on the date of
the Participant's death and who has not failed (or is not deemed to have failed)
to survive  the  Participant's  death.  A  Participant  shall not be  considered
married to another person as a result of any common law marriage  whether or not
such common law marriage is recognized by applicable state law.

      Termination Date shall mean the first to occur of the following events:
<PAGE>


      (a)  Voluntary resignation from service of the Employer; or

      (b)  Discharge from the service of the Employer by the Employer; or

      (c)  Retirement; or

      (d)  Death; or

      (e) The second  anniversary of the date the Employee ceases Employment due
to Maternity or Paternity Leave; or

      (f) The first  anniversary of the date the Employee ceases  Employment for
any reason not described above (e.g., vacation,  holiday, sickness,  disability,
leave of absence, or layoff).

      If, however,  an Employee terminates his Employment on account of an event
described in  paragraphs  (a) - (c) above and the Employee  performs an "hour of
service" as defined in Department of Labor  regulations  Title 29,  Chapter XXV,
subchapter  C, part 2530,  Section  200b within  twelve  months  following  such
termination  of  Employment  (or such  lesser  period as  provided  in  Treasury
Regulation Section  1.410(a)-7(d)(iii)(B)),  the Employee shall be considered as
having been in active Employment  during such period of absence.  An Employee on
Authorized  Leave of  Absence  will  not have a  Termination  Date  during  such
Authorized  Leave of Absence  nor will such  Authorized  Leave of Absence  count
toward the 12-month period described in subparagraph (f) above.

      Treasury  Regulation means  regulations  pertaining to certain Sections of
the Code as issued by the Secretary of the Treasury.

      Trust or  Trust  Agreement  shall  mean the  agreement  of trust  (and all
amendments  thereto)  pursuant to which the Fund is created and  maintained  and
which is entered into between the Employer and one or more  trustees  (sometimes
referred to as sub-trusts).  It is expressly  intended that (if the Committee so
directs) multiple  sub-trusts may be established under this Plan, which together
shall comprise the Trust Fund hereunder and that all of the sub-trusts  shall be
considered  a single  trust fund for  purposes  of Treasury  Regulation  Section
1.414(1)-1(b)(1).

      Trustee shall mean any institution or  individual(s)  who shall accept the
appointment of the Committee to serve as Trustee to the Plan.

      Valuation Date shall mean each business day of the Plan Year on which plan
assets are traded on a national  exchange  or such other day as  selected by the
Committee.
<PAGE>


      Other Rules. A defined term,  such as  "Retirement,"  will normally govern
the  definitions  of derivatives  therefrom,  such as "Retire," even though such
derivatives  are not  specifically  defined  and  even  if  they  are or are not
initially capitalized.  The masculine gender, where appearing in the Plan, shall
be deemed to include the feminine gender,  unless the context clearly  indicates
to the contrary. Singular and plural nouns and pronouns shall be interchangeable
as the  factual  context  may allow or require.  The words  "hereof,"  "herein,"
"hereunder" and other similar  compounds of the word "here" shall mean and refer
to the entire Plan and not to any particular provision or Section.


                                    ARTICLE 3
                                  PARTICIPATION

3.1   Participation.

      (a) Eligible  Employees on the Effective  Date. Any Eligible  Employee who
participated  in the Prior Plan and who is in Employment with an Employer on the
Effective  Date shall continue his or her  participation  in this Plan as of the
Effective Date.

      (b)  Other  Employees.  An  Eligible  Employee  who does not  satisfy  the
requirements of subsection (a) above shall become a Participant in the Plan upon
his or her Date of Hire.  See Section 3.4 below for special  rules that apply to
new Employees following an acquisition.

      (c)  Employees of Foreign  Affiliates.  Individuals  who are employed by a
foreign  affiliate  (as defined in Code  Section  3121(l))  are not  eligible to
participate in this Plan.

      (d) Other  Participation  Rules. If an Eligible  Employee either (i) is no
longer employed by the Employer or (ii) is no longer an Eligible Employee on the
earliest  date on or  after  which  such  Employee  satisfies  the  requirements
described  above,  but either (i)  returns to work for an Employer or (ii) again
becomes  an  Eligible   Employee,   such  Eligible   Employee   shall   commence
participation  immediately  following  the later of the date such  Employee  (i)
returns to work for an Employer or (ii) again becomes an Eligible Employee.

      (e) Enrollment.  An Eligible  Employee who becomes eligible to participate
in this Plan will be asked to follow  certain  procedures to enroll in the Plan,
and  pursuant  to which he will  designate  Beneficiaries  and may elect to make
Pre-Tax Contributions. An Eligible Employee's participation in the Plan shall be
contingent upon completion of such enrollment process.

3.2  Authorized  Leave of  Absence.  A period  during  which an  Employee  is on
Authorized  Leave of Absence  shall not count  towards the  Employee's  Break in
Service,  but  such  Authorized  Leave  of  Absence  shall  only be ignored  in
<PAGE>

determining an Employee's Break in Service if such Employee  resumes  Employment
immediately after the end of such Authorized Leave of Absence.

3.3   Participation and Rehire.

      (a) Status as a Participant.  A  Participant's  participation  in the Plan
shall  continue  until  the  Participant's  Termination  Date.  On or after  his
Termination Date, the Employee shall be known as a "Former  Participant" and his
benefits  shall  thereafter  be  governed  by the  provisions  of Article 8. The
individual's  status  as a  Former  Participant  shall  cease as of the date the
individual ceases to have any balance in his Account. If a Participant ceases to
be an Eligible  Employee but does not have a Termination  Date, then such person
shall continue to be known as a "Participant," but shall not be eligible to make
Pre-Tax   Contributions   and  shall  not  be  eligible   to  receive   Employer
Contributions.

      (b)  Rehire of Person who was a  Participant  in this  Plan.  An  Eligible
Employee who was a Participant in this Plan at the time of his Termination  Date
and who is subsequently rehired by an Employer, shall be eligible to participate
in this Plan immediately following the later of (i) his rehire date, or (ii) the
date he becomes an Eligible Employee.

3.4 Acquisitions.  If a group of persons becomes employed by an Employer (or any
of its  subsidiaries  or  divisions)  as a result of an  acquisition  of another
employer,  employees of an acquired  business  shall be treated as having become
Employees as of the date of the Employer's acquisition of such business.

3.5 Not Contract for  Employment.  Participation  in the Plan shall not give any
Employee  the  right to be  retained  in the  Employer's  employ,  nor shall any
Employee,  upon dismissal from or voluntary termination of his employment,  have
any right or interest in the Fund, except as herein provided.

3.6  Transfer  of  Employment  from MTI.  If an  Employee  transfers  employment
directly  from MTI to an  Employer,  then such  Employee  shall be  eligible  to
participate  in the  Plan  as of his  Date of Hire  provided  he is an  Eligible
Employee as of such date, and if not, he shall be eligible to participate in the
Plan on the date on which he becomes an Eligible Employee.


                                    ARTICLE 4
                        PRE-TAX CONTRIBUTIONS; ROLLOVERS

4.1   Pre-Tax Contributions.

      (a) Payroll Deduction and Amount of Pre-Tax  Contributions.  Except during
periods of suspension as set forth in Section 4.3(b), a Participant may elect to
make  Pre-Tax  Contributions  to the  Plan by  means  of  payroll  deduction.  A
<PAGE>

Participant may contribute as a Pre-Tax  Contribution  any whole percentage from
1% to 16% of his  Compensation  during any Plan Year.  It is expressly  intended
that,  to the  extent  allowable  by law,  Pre-Tax  Contributions  shall  not be
included in the gross  income of the  Participant  for income tax  purposes  and
shall be deemed  contributions under a cash or deferred  arrangement pursuant to
Code Section 401(k).

      (b) Additional Rules. The Committee may establish  guidelines and rules in
order to effectuate the provisions of this Section.

      (c)  Compensation.  For this  purpose,  Compensation  prior to  becoming a
Participant is ignored.

4.2   Elections Regarding Pre-Tax Contributions.

      (a)  Procedure for Making  Initial  Elections.  The initial  election by a
Participant to make Pre-Tax  Contributions  to the Plan shall be made in writing
on a form prescribed by the Committee or by enrolling through the Plan's on-line
benefits  system (or such other  method as may be adopted by the  Committee on a
nondiscriminatory  basis) and by  designating on such form or system (or by such
other means as may be adopted by the Committee)  the percentage of  Compensation
that will be contributed as a Pre-Tax  Contribution  during each payroll period.
The initial  election to make Pre-Tax  Contributions  shall be effective for the
first Pay Date following the Participant's  satisfaction of (1) the requirements
in Section  3.1;  and (2) the receipt by the Plan  Administrator  at least seven
days  prior to such Pay Date of the  Participant's  initial  election  in a form
approved by the Committee.

      (b) Additional Limitations of Pre-Tax Contributions. Pre-Tax Contributions
shall be subject to the  limitations  described in Section 12.2 (maximum  dollar
contribution limit),  Section 12.3 if applicable (ADP  non-discrimination  test)
and Article 14 (Code Section 415 limit).

4.3   Change in Pre-Tax Contribution Percentage or Suspension of
Contributions.

      (a) Change of  Contribution  Percentage.  A  Participant  may  increase or
decrease  the   percentage  of  his   Compensation   contributed  as  a  Pre-Tax
Contribution   at  any  time  by  submitting  a  written   notice  to  the  Plan
Administrator  or by making such  change  through  the Plan's  on-line  benefits
system  (or  such  other  method  as  may  be  adopted  by  the  Committee  on a
nondiscriminatory  basis).  Such change shall be effective on the first Pay Date
that follows the date on which the  Participant  makes the requested  change and
the Plan Administrator receives, at least seven days prior to such Pay Date, the
Participant's election in a form approved by the Committee.
<PAGE>


      (b)  Suspension of  Contributions.  A Participant  may suspend his Pre-Tax
Contributions  at any time by properly  completing a form prescribed by the Plan
Administrator  or by making such  change  through  the Plan's  on-line  benefits
system  (or  such  other  method  as  may  be  adopted  by  the  Committee  on a
nondiscriminatory  basis).  The  suspension  of Pre-Tax  Contributions  shall be
effective  on the first  Pay Date  following  the date on which the  Participant
requests the suspension and the Plan Administrator receives, at least seven days
prior to such Pay Date,  the  Participant's  election in a form  approved by the
Committee.  A Participant may resume making Pre-Tax  Contributions  on the first
Pay Date following the date on which the Participant  requests the resumption of
Pre-Tax  Contributions and the Plan Administrator  receives, at least seven days
prior to such Pay Date,  the  Participant's  election in a form  approved by the
Committee.

      (c)  Other Rules.

                (1)  See   Section   9.3  for   circumstances   under   which  a
           Participant's  Pre-Tax  Contributions could be suspended for a period
           of at least 12 months  after  such  Participant  receives  a hardship
           distribution.

                (2) In order to satisfy the provisions of Article 12 and Article
           14, the  Committee may from time to time either  temporarily  suspend
           the  Pre-Tax  Contributions  of  Participants  or reduce the  maximum
           permissible  Pre-Tax  Contribution  that  may be made to the  Plan by
           Participants.

                (3)  Any   reduction,   increase,   or   suspension  of  Pre-Tax
           Contributions  described  in this  Article  4.3 shall be made in such
           manner as the Committee may  prescribe  from time to time  consistent
           with the provisions of this Article.

4.4   Deadline for Contributions and Allocation of Pre-Tax Contributions.
Pre-Tax Contributions shall be deducted by the Employer from  the  Participant's
Compensation  and paid to the Trustee as promptly  as  possible  following  each
regular Pay Date,  but in no event later than 15 business  days after the end of
the  month in  which  such  Pre-Tax  Contributions  have  been  retained  by the
Employer.

4.5   Rollover Contribution.

      (a) Without  regard to any limitation on  contributions  set forth in this
Article 4, and without regard to any waiting  period  described in Article 3, an
Eligible   Employee  may,  absent  an  objection  by  the  Committee  (based  on
non-discriminatory  criteria),  transfer  to the  Trustee  during  any Plan Year
property, provided such property:
<PAGE>


                (1)  is  cash  that  was  received  by  the  Participant  from a
           Qualified Plan  maintained by a previous  employer of the Participant
           and qualifies as a rollover  contribution  within the meaning of Code
           Section 402(c)(4);

                (2) is  cash  that  was  received  by the  Participant  from  an
           individual  retirement  account or individual  retirement annuity and
           qualifies  as a  rollover  contribution  within  the  meaning of Code
           Section 408(d)(3)(A)(ii); or

      (b) Such cash shall be held by the Trustee in the  Participant's  Rollover
Account.  All such  amounts  so held  shall at all  times  be fully  vested  and
nonforfeitable.  Such amounts shall be distributed to the Participant  after his
Termination Date in the manner provided in Article 8.


                                    ARTICLE 5
                             EMPLOYER CONTRIBUTIONS

5.1   Employer Matching Contribution.

      (a) Amount and Allocation of Employer Matching Contribution.  The Employer
Matching  Contribution shall be made in the sole discretion of the Company, and,
if any Employer Matching Contribution is made, shall be made on a Pay Date basis
and  shall be equal to a  uniform  percentage,  a uniform  dollar  amount,  or a
combination of the two, of a Participant's  Pre-Tax  Contributions  made on such
Pay Date.  The  Committee may specify the uniform  percentage or uniform  dollar
amount for any Plan Year, as well as a maximum  contribution cap to the Employer
Matching  Contribution in Schedule C attached to this Plan.  Notwithstanding the
foregoing, the Company may, at the end of the Plan Year, make "true-up" Employer
Matching  Contributions  to the  Account  of any  Participant  who  has  not yet
received  the maximum  contribution  in  Schedule C for any reason,  including a
situation  where the  Participant  deferred the maximum amount  permitted by law
into  his or her  Pre-Tax  Contributions  Account  prior  to Plan  Year-end  and
therefore had not received the maximum Employer  Matching  Contribution to which
the Participant otherwise would be entitled.

      (b)   Eligibility   to  Receive   Contribution.   The  Employer   Matching
Contribution,   if  any,  shall  be  allocated   among  the  Employer   Matching
Contribution  Accounts of  Participants  who made a Pre-Tax  Contribution to the
Plan on the Pay  Date on  which  the  Employer  Matching  Contribution  is made.
Notwithstanding  the foregoing,  no Plan Year-end  "true-up"  Employer  Matching
Contribution  described in Section 5.1(a) shall be allocated to a  Participant's
Account unless the Participant is employed on the last day of the Plan Year.
<PAGE>


5.2   Profit Sharing Contribution.

      (a) Amount and  Allocation of Profit Sharing  Contribution.  At the end of
each Plan Year, the Employer or its designee may, in its sole discretion, make a
discretionary  contribution  in an  amount  equal to a uniform  percentage  or a
uniform dollar amount of a Participant's  Compensation  for such Plan Year, or a
uniform number of shares of Employer Securities.

      (b) Eligibility to Receive Contribution.  The Profit Sharing Contribution,
if any,  shall be allocated  among the Profit Sharing  Contribution  Accounts of
Participants  who are  actively  employed  by an Employer on the last day of the
Plan Year.

5.3 Qualified Nonelective Contributions.  In the sole discretion of the Employer
or its designee,  an additional  Employer  Contribution  may be made to the Plan
which  shall  be  known  as  a  "Qualified   Nonelective   Contribution."   Such
contribution  may be made for the  purpose,  among  others,  of  satisfying  the
requirements of Article 12, and shall be allocated to the Qualified  Nonelective
Contribution Accounts of those Non-highly  Compensated Employees selected by the
Committee at the time such  Qualified  Nonelective  Contribution  is made, or as
soon thereafter as possible.

      In  addition,  the  Committee  may make such other  Qualified  Nonelective
Contributions as determined by the Committee which are necessary to maintain the
qualified status of the Plan.

5.4   Form and Timing of Contributions.

      (a) Employer  Contributions shall be made in cash or in shares of Employer
Securities  valued as of the date such  contributions are made, as determined by
the  Employer or its  designee in its sole  discretion.  Employer  Contributions
(other than  Qualified  Nonelective  Contributions)  shall be  delivered  to the
Trustee no later than the date  prescribed by the Code for filing the Employer's
federal  income  tax  return,   including   authorized   extensions.   Qualified
Nonelective  Contributions  shall be  delivered  to the Trustee on or before the
last day of the twelfth month  following the close of the Plan Year to which the
contribution relates.

      (b) Except as provided in this Section  5.5,  all  Employer  Contributions
shall be irrevocable, shall never inure to the benefit of any Employer, shall be
held for the exclusive  purpose of providing  benefits to Participants and their
Beneficiaries   (and   contingently   for  defraying   reasonable   expenses  of
administering  the Plan),  and shall be held and distributed by the Trustee only
in accordance with this Plan.
<PAGE>


      (c) Upon an Employer's request and to the extent permitted by the Code and
other  applicable  laws  and  regulations  thereunder,  a  contribution  (either
Employee  or  Employer  Contribution)  which was made by a mistake  in fact,  or
conditioned upon the initial qualification of the Plan under Code Section 401(a)
or upon the  deductibility  of the  contribution  under  Section 404 of the Code
shall be  returned  to the  Employer  within one year  after the  payment of the
contribution,   the  denial  of  the  Plan's  initial   qualification,   or  the
disallowance  of  the  deduction  (to  the  extent   disallowed)   whichever  is
applicable.  All  contributions  to this Plan are expressly  conditioned  on the
deductibility  of such  contributions  under Code Section 404 and on the initial
qualification of the Plan.

5.5  Forfeitures.   Forfeitures  shall  first  be  applied  to  restore  amounts
previously  forfeited  pursuant  to Section  7.5(c).  Thereafter  any  remaining
Forfeitures  shall be  applied to reduce  Plan  administrative  expenses  and/or
reduce Employer Contributions. See Section 7.5 to determine when a forfeiture of
a Participant's Account occurs.

                                    ARTICLE 6
                            ACCOUNTS AND ALLOCATIONS

6.1   Participant Accounts.

      (a) Individual Account Plan. This Plan is an "individual account plan," as
that term is used in ERISA.  A separate  Account  shall be  maintained  for each
Participant,  Former Participant or Beneficiary,  as the case may be, so long as
he has an interest in the Plan.

      (b) Sub-Accounts.  Each Account shall be divided (as appropriate) into the
following parts and sub-parts:

                (1)  The  Pre-Tax  Contribution  Account,  which  shall  reflect
           Pre-Tax  Contributions  contributed  to the Plan and any  Adjustments
           thereto.

                (2) The  Employer  Matching  Contribution  Account,  which shall
           reflect Employer Matching  Contributions  contributed to the Plan and
           any Adjustments thereto.  The Employer Matching  Contribution Account
           shall be further  divided into such  additional  sub-portions  as the
           Committee  deems  necessary or  appropriate  to  maintain,  including
           assets contributed prior to January 1, 2000 which remain subject to a
           vesting schedule.

                (3) The Employer ROE Account,  which shall reflect  Employer ROE
           Contributions contributed to the Plan and any Adjustments thereto.
<PAGE>


                (4)  The Profit Sharing Contribution Account, which shall
           reflect Profit Sharing Contributions contributed to the Plan and
           any Adjustments thereto.

                (5)  The Qualified Nonelective Contribution Account, which
           shall reflect Qualified Nonelective Contributions contributed to
           the Plan and any Adjustments thereto.

                (6) The Rollover  Account,  which shall reflect the value of all
           investments  derived from the  Participant's  Rollover  Contributions
           under the Plan and any Adjustments thereto.

                (7) The Prior  Employer  Account,  which  shall  reflect  assets
           transferred  directly from a trustee of another Qualified Plan to the
           Trustee of this Plan (and  Adjustments  thereto).  The Prior Employer
           Account shall be further divided into such additional sub-portions as
           the Committee deems  necessary or appropriate to maintain,  including
           assets  contributed  to the Qualified  Plan as pre-tax  contributions
           (Pre-Tax Contributions),  after-tax contributions,  employer matching
           contributions,  rollover  contributions,  etc.  To the extent  deemed
           appropriate,   portions  or  sub-portions  of  this  Account  may  be
           allocated  to and  held  in  other  Accounts.  For  example,  pre-tax
           contributions  transferred to this Plan from another  Qualified Plan,
           may be  allocated  to and  held as part of the  Pre-Tax  Contribution
           Account.

      The Committee may divide any Account into such additional  sub-portions as
the Committee deems to be necessary or advisable under the  circumstances  or to
establish other accounts or  sub-accounts as needed.  The Committee may delegate
the responsibility for the maintenance of any Account or sub-account(s).

      (c) Value of Account as of Valuation Date. As of each Valuation Date, each
Participant's Account shall equal:

                (1)  his total Account as determined on the immediately
           preceding Valuation Date, plus

                (2) his Pre-Tax  Contributions  added to his  Account  since the
           immediately preceding Valuation Date, plus

                (3) his Employer  Contributions  added to his Account  since the
           immediately preceding Valuation Date, plus

                (4) his Rollover  Contributions  or amounts  transferred to this
           Plan from the trustee of another Qualified plan and which were added
<PAGE>

           to his Account since the immediately preceding Valuation Date, minus

                (5) his Distributions,  if any, since the immediately  preceding
           Valuation Date, plus or minus

                (6)  his allocable share of Adjustments.

6.2 Allocation of Adjustments.  The Adjustment for each Investment Fund shall be
calculated as of each Valuation Date. The Adjustment for a given Investment Fund
shall be  allocated  to each  Account  invested in such  Investment  Fund in the
proportion that each such Account bears to the total of all such Accounts.  Such
Valuation  shall  occur prior to the  allocation  of all  contributions  and all
distributions.

6.3 Plan  Expenses.  The  Committee  may direct that  expenses  attributable  to
general Plan  administration be allocated among the Accounts of all Participants
in proportion to their Account balances. Furthermore, to the extent permitted by
ERISA, expenses attributable to a specific  Participant's Account may be charged
to that Participant's Account.

6.4   Investment Funds and Elections.

      (a) Election of Investment Funds. Each Participant shall direct, following
such  procedures  as may be  specified  by the  Committee,  to have his  Account
allocated or reallocated among the Investment Funds.

      (b) Initial  Investment  Direction.  A  Participant's  initial  investment
election must allocate his entire Account in whole  percentage  points among the
Investment  Funds,  as  of  the  date  of  the  directive,  and  all  subsequent
contributions to each sub-account for so long as the election remains in effect.
An  Employee  who fails to make a proper  investment  election  by the  deadline
established  by the Committee for such purpose,  shall be deemed to have elected
to allocate the  non-directed  portion of his Account in the Investment  Fund as
determined by the Committee in its nondiscriminatory discretion.

      (c) Subsequent Elections. Investment elections will remain in effect until
changed  by a  subsequent  election.  Subsequent  elections  may  be  made  by a
Participant  in any  amount  or  percentage  among the  Investment  Funds on any
business  day of the Plan Year on which  plan  assets  are  traded on a national
exchange or such other day as  selected  by the  Committee.  New  elections  may
change future allocations to the Participant's  Account,  may reallocate between
the  Investment  Funds any  amounts  previously  credited  to the  Participant's
Account, or may leave the allocation of such prior amounts unchanged.
<PAGE>


      (d) Investment  Options.  The Committee shall select such Investment Funds
as are  deemed  appropriate  and  shall  notify  affected  Participants  of such
Investment  Funds. The Committee may modify,  eliminate or select new Investment
Funds from time to time and shall notify  affected  Participants of such changes
and solicit new investment elections, if appropriate.

6.5  Errors.  Where an error or  omission  is  discovered  in any  Participant's
Account, the Committee shall make appropriate  corrective  adjustments as of the
end of the Plan Year in which the error or omission is discovered.  If it is not
practical to correct the error retroactively, then the Committee shall take such
action  in its sole  discretion  as may be  necessary  to make  such  corrective
adjustments,  provided  that any such  actions  shall treat  similarly  situated
Participants  alike and shall not  discriminate  in favor of Highly  Compensated
Employees.

6.6   Valuation For Purposes of Distributions.

      (a) For the  purposes of Article 8, each  Participant's  Account  shall be
valued as of the Valuation Date  immediately  preceding the  Distribution of the
Participant's Account.

      (b) No person entitled to a Distribution  shall receive  interest or other
earnings  on the  Account  from  the  applicable  Valuation  Date  described  in
subsection (a) or subsection (b) above,  to the date of actual  Distribution  to
such person.

      (c) This  Section 6.6 shall not apply to the  valuation  of  Accounts  for
purposes of in-service withdrawals. Instead, see Section 9.6.


                                    ARTICLE 7
                                     VESTING

7.1  Retirement.  A  Participant  who is in  active  Employment  on  his  Normal
Retirement Date shall become 100% vested in his Account. Upon such Participant's
Termination Date, the Participant's  Account will be distributed on the date and
in the form specified in Article 8.

7.2 Permanent Disability. A Participant who has a Termination Date on account of
Permanent  Disability  shall become 100% vested in his Account as of the date of
such  Termination Date and shall be entitled to a Distribution of his Account on
the date and in the form specified in Article 8.

7.3 Death.  A Participant  who has a Termination  Date on account of death shall
become 100% vested in his Account. The Participant's Beneficiary shall receive a
Distribution of such Account on the date and in the form specified in Article 8.
<PAGE>


7.4   Other Termination Date.

      (a) In General. Upon a Participant's Termination Date for any reason other
than  Retirement,  Permanent  Disability  or  death,  the  Participant  shall be
entitled to the vested portion of his Account, which shall be distributed on the
date and in the form specified in Article 8.

      (b) 100% Vesting in Certain  Sub-Accounts.  A Participant  shall always be
one hundred percent (100%) vested in his Pre-Tax Contribution Account, Qualified
Nonelective Contribution Account,  Rollover Account, and all amounts contributed
to the Employer Matching Contribution Account for Plan
Years beginning on or after January 1, 2000.

      (c) Vesting  Schedule  in  Employer  Contributions.  Any  Participant  who
terminates Employment for any reason other than Retirement, Permanent Disability
or death shall be vested in his pre-2000 Employer Matching Contribution Account,
and Profit Sharing Account pursuant to the applicable vesting schedule set forth
below.
<TABLE>
<CAPTION>

Years of Credited Service    Vested Percentage
as of Termination Date
----------------------------------------------
<S>                          <C>
Less than 2 Years            0%
2 Years                      25%
3 Years                      50%
4 Years                      75%
5 Years or More              100%
</TABLE>

      (d)  Forfeiture.  That portion of the  Participant's  Account which is not
vested upon the Participant's  Termination Date shall be forfeited in accordance
with Section 7.5.

7.5   Forfeitures.

      (a) No  Distribution  of Account Prior to Break in Service.  A Participant
who has a Termination Date but who does not receive a Distribution of his vested
Account prior to incurring a Break in Service shall, upon incurring the Break in
Service,  forfeit  the  non-vested  portion of his  Account.  If the  terminated
Participant  resumes  Employment with the Employer prior to incurring a Break in
Service,  then the  Participant's  entire Account,  unreduced by any forfeiture,
shall become his beginning  Account on the date he resumes  participation in the
Plan.

      (b)  Distribution  of  Vested  Account  Prior  to  Break  in  Service.   A
Participant who has a Termination Date and receives a Distribution of his entire
vested  Account  prior  to  incurring  a Break  in  Service,  shall,  upon  such
Distribution,  forfeit the non-vested  portion of his Account. A Participant who
is not vested in any portion of his Account  shall be deemed to have  received a
Distribution  of his entire vested account upon his incurring a Break in Service
<PAGE>

and such Participant's  non-vested Account shall be immediately  forfeited after
incurring such Break in Service.

      (c) Repayment of Account;  Restoration  of Non-Vested  Account.  Except as
provided  below,  a Participant  who is re-hired by the Employer  shall have the
right to repay to the Plan the portion of the  Participant's  Account  which was
previously  distributed to him. In the event the  Participant  repays the entire
Distribution  he  received  from  the  Plan,  the  Employer  shall  restore  the
non-vested portion of the Participant's  Account. A Participant's  Account shall
first be restored, to the extent possible,  out of forfeitures under the Plan in
the Plan Year in which he was  reemployed.  To the extent such  forfeitures  are
insufficient to restore the  Participant's  Account,  restoration  shall be made
from Employer Contributions.

      (d)  Restrictions of Repayment  Account.  Notwithstanding  anything to the
contrary in this Plan,  a  Participant  shall not have the right to repay to the
Plan the portion of his Account which was  previously  distributed  to him after
any of the  following  events:  (i) the  Participant  incurs a Break in  Service
before  returning to Employment,  (ii) the Participant  fails to repay the prior
Distribution  within  five years after the  Participant  is  re-employed  by the
Employer, or (iii) the Participant received a Distribution of his entire Account
balance at the time of such earlier Distribution.

      (e)  Allocation  of  Forfeitures.  See Section 5.6 for the  allocation  of
forfeitures.

7.6  Transfer  of  Employment  from  an  Affiliate.  If  an  employee  transfers
employment  directly from an Affiliate that does not participate in this Plan to
an Employer,  such employee shall receive Years of Credited  Service for vesting
purposes  for the time  worked  with  the  Affiliate  on the date on which  such
employee becomes an Eligible Employee.

7.7 Vesting Credit for  Acquisitions.  If a group of persons becomes employed by
an  Employer  (or  any of its  subsidiaries  or  divisions)  as a  result  of an
acquisition  of  another   employer,   the  Committee   shall   determine  in  a
nondiscriminatory  manner whether and to what extent  employment with such prior
employer  shall be treated as vesting  service for  purposes of this  Article 7.
Such terms and conditions  which apply to vesting shall be set forth in Schedule
B to this Plan by action of the Committee.

                                    ARTICLE 8
                                  DISTRIBUTIONS

8.1 Commencement of Distribution. The Participant's Account shall be distributed
at the earliest of the following dates:
<PAGE>


      (a)  Termination of Employment.  If a Participant  has a Termination  Date
other than on account of death,  the  Participant's  Account will commence to be
distributed as soon as administratively practicable,  generally no later than 90
days  following  the end of the  calendar  quarter  in  which  such  Participant
requests a  Distribution  of his Account.  Such request  shall be made on a form
provided  by the  Committee  or such  other  method  as may be  approved  by the
Committee.  See Section 8.1(c) for circumstances where the Participant's consent
to a Distribution is not required.

      (b) Death.  If a Participant  has a Termination  Date on account of death,
the Participant's  Account balance shall be distributed in a lump sum as soon as
administratively practicable to the Beneficiary following a distribution request
by such Beneficiary, and in no event later than December 31 of the calendar year
in which falls the fifth anniversary of the death of the Participant.

      (c) Consent of Participant.  A Participant's  consent to a Distribution of
his Account shall not be required in the circumstances  described below, and the
Committee  shall direct the Trustee to distribute the  Participant's  Account as
provided below:

          (i) Account Less Than $5,000. Effective for Plan Years beginning on or
     after  August 5,  1997,  except  as  provided  in  Section  8.1(g),  if the
     Participant's vested Account balance is less than or equal to $5,000 at the
     time of the Distribution (or, for distributions between January 1, 1998 and
     March 22, 1999,  the vested  Account  balance was at all times less than or
     equal to $5,000) such Account will be  distributed in a lump sum as soon as
     administratively practicable following the Participant's Termination Date.

          (ii) Age 70 1/2.  If a  distribution  is  required  under  Section 8.5
     (relating to mandatory  distributions  for  Participants  age 70 1/2),  the
     Participant's Account will be distributed as provided in such Section.

          (iii)Age 62. If a Participant  has incurred a Termination  Date and is
     age 62 or  older,  then  the  Participant  may  cause  the  Plan  to  begin
     distribution of the  Participant's  Account no later than 60 days following
     the end of the Plan Year in which such  Participant  attains  age 62 or, if
     later,  within 60 days  following  the end of the Plan  Year in which  such
     Participant has a Termination Date.
<PAGE>

      (d)  In-Service   Withdrawals.   Hardship   withdrawals  and  age  59  1/2
distributions  (see  Article  9)  shall  commence  as soon  as  administratively
practicable,  generally  no later than 90 days after such request is approved by
the Committee.

      (e) Committee  Direction to Trustee.  The Committee shall issue directions
to the Trustee  concerning the recipient and the  distribution  date of benefits
which are to be paid from the Trust pursuant to the Plan.

      (f) Committee Guidelines.  The Committee may establish, for administrative
purposes,  uniform and nondiscriminatory  guidelines concerning the commencement
of benefits.

      (g) Involuntary Cashouts of Transferred MTI Employees.  Effective for Plan
Years  beginning on or after August 5, 1997,  if a  Transferred  MTI  Employee's
vested  Account  balance  is  $5,000  or  less at the  time  of such  employee's
Distribution,  the Plan shall not  automatically  cash out such  Transferred MTI
Employee's vested Account balance. The Transferred MTI Employee may nevertheless
request a distribution  of his or her vested Account  balance.  If a Transferred
MTI Employee does request a Distribution  of his or her vested Account  balance,
however,  the  Transferred  MTI Employee  shall not receive  continued  Credited
Service.  (See  subsection (h) of the  definition of Credited  Service for rules
applicable to the continued  accrual of Credited Service following a Transferred
MTI Employee's  Termination Date if the employee does not receive a Distribution
of his or her  vested  Account  balance.  Also  see such  subsection  (h) of the
definition  of  Credited  Service  for  the  definition  of  a  Transferred  MTI
Employee.)

8.2   Method of Distribution.

      (a) Lump Sum Payment. The normal method of distribution of a Participant's
Account  (regardless  of  whether  such  distribution  is made by  reason  of an
in-service  withdrawal  or  Termination  Date) shall be payment in a single lump
sum.

      (b) Medium of Distribution. Distributions shall be made solely in cash.

      (c) Special Distribution Rules. See Schedule B for additional distribution
options  available to Participants  whose account balances in a predecessor plan
were transferred to this Plan in a plan-to-plan transfer or plan merger.

8.3 Payment to Minors and Incapacitated Persons. In the event that any amount is
payable to a minor or to any person who, in the  judgment of the  Committee,  is
incapable of making proper disposition  thereof,  such payment shall be made for
<PAGE>

the  benefit of such minor or such  person in any of the  following  ways as the
Committee, in its sole discretion, shall determine:

      (a)  By payment to the legal representative of such minor or such
person;

      (b) By payment directly to such minor or such person;

      (c) By payment in  discharge  of bills  incurred  by or for the benefit of
such minor or such person.  The Trustee  shall make such payments as directed by
the  Committee  without  the  necessary  intervention  of any  guardian  or like
fiduciary,  and without any  obligation to require bond or to see to the further
application of such payment.  Any payment so made shall be in complete discharge
of the Plan's obligation to the Participant and his Beneficiaries.

8.4  Application for Benefits.  The Committee may require a Participant,  Former
Participant  or  Beneficiary  to complete  and file with the  Committee  (or its
designee) certain forms as a condition precedent to the payment of benefits. The
Committee  may rely  upon  all  such  information  given  to it,  including  the
individual's  current mailing address.  Each person  interested in distributions
from the Fund shall have the  responsibility  to keep the Committee  informed of
his or her current mailing addresses.

8.5   Special Distribution Rules.

      (a) To the extent that the  distribution  rules  described in this Section
provide a limitation upon distribution  rules stated elsewhere in this Plan, the
distribution  rules  stated in this  Section  shall  take  precedence  over such
conflicting  rules.  However,  under no circumstances  shall the rules stated in
this Section be deemed to provide  distribution  rights to Participants,  Former
Participants or their Beneficiaries which are more expansive or greater than the
distribution rights stated elsewhere in this Plan.

      (b)  Effective  January 1,  1997,  in no event may the  distribution  of a
Participant's Account commence later than the April 1 following the later of the
calendar year in which the Participant (i) attains age 70 1/2 or (ii) terminates
employment.  However,  a  Participant  who is a 5 Percent  Owner (as  defined in
Section 13.4) must receive a  distribution  of his Account no later than April 1
following  the  calendar  year  in  which  the  Participant  attains  age 70 1/2
(collectively the "Required Beginning Date").

      (c)  The  entire  interest  of  each  Participant  shall  be  distributed,
beginning  not later than the  Required  Beginning  Date,  in a single  lump sum
(which may, at the Participant's request, be divided between the amount required
to be  distributed  under  section  401(a)(9)  and  the  balance  available  for
rollover),  unless a different distribution option is available under Schedule B
and such distribution option satisfies the minimum distribution  requirements of
Code Section 401(a)(9).

      (d)  If a  Participant  dies  before  the  Required  Beginning  Date,  the
Participant's vested Account must be distributed in a lump sum within five years
after the death of the Participant.

      (e) Notwithstanding  anything to the contrary herein,  distributions under
the Plan will  comply  with  Treasury  Regulations  issued  under  Code  Section
401(a)(9)  and  any  other  provisions  reflecting  Code  Section  401(a)(9)  as
prescribed by the Commissioner of the Internal Revenue Service.

8.6   Distributions   Pursuant   to   Qualified   Domestic   Relations   Orders.
Notwithstanding  anything to the contrary in this Plan,  a  "qualified  domestic
relations order," as defined in Code Section 414(p), may provide that any amount
to be distributed  to an alternate  payee may be  distributed  immediately  even
though the Participant is not yet entitled to a distribution under the Plan. The
intent of this  Section is to provide  for the  distribution  of  benefits to an
alternate payee as permitted by Treasury Regulation Section 1.401(a)-13(g)(3).

8.7   Direct Rollovers.

      (a) In General.  Notwithstanding any provision of the Plan to the contrary
that would  otherwise  limit a  Distributee's  election  under this  Section,  a
Distributee  may  elect,  at the time and in the manner  prescribed  by the Plan
Administrator,  to have any portion of an Eligible  Rollover  Distribution  paid
directly to an Eligible Retirement Plan specified by the Distributee in a direct
rollover.

      (b)  Definitions.

      Eligible Rollover  Distribution.  An Eligible Rollover Distribution is any
distribution  of  all or  any  portion  of the  balance  to  the  credit  of the
Distributee,  except that an Eligible Rollover Distribution does not include (i)
any  distribution  that  is one of a  series  of  substantially  equal  periodic
payments  (not  less  frequently  than  annually)  made  for the  life  (or life
expectancy) of the  Distributee or the joint lives (or joint life  expectancies)
of the  Distributee  and  the  Distributee's  designated  Beneficiary,  or for a
specified  period of ten years or more; (ii) any distribution to the extent such
distribution is required under Section  401(a)(9) of the Code; (iii) the portion
of any distribution that is not includable in gross income  (determined  without
regard to the exclusion for net unrealized appreciation with respect to employer
securities);  and (iv) effective January 1, 1999, any distribution on account of
hardship pursuant to Section 9.1 of this Plan.
<PAGE>


      Eligible  Retirement  Plan. An Eligible  Retirement  Plan is an individual
retirement  account  described  in  Section  408(a) of the Code,  an  individual
retirement  annuity  described  in Section  408(b) of the Code,  an annuity plan
described  in Section  403(a) of the Code,  or a qualified  trust  described  in
Section 401(a) of the Code,  that accepts the  Distributee's  Eligible  Rollover
Distribution.  However, in the case of an Eligible Rollover  Distribution to the
surviving  spouse,  an  Eligible  Retirement  Plan is an  individual  retirement
account or individual retirement annuity.

      Distributee.  A Distributee  includes a Participant or Former Participant.
In addition, the Participant's or Former Participant's  surviving spouse and the
Participant's  or  Former  Participant's  spouse  or  former  spouse  who  is an
alternate  payee  under a  qualified  domestic  relations  order,  as defined in
Section 414(p) of the Code, are Distributees  with regard to the interest of the
spouse or former spouse.

      Direct Rollover.  A Direct Rollover is a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.

      (c) Waiver of 30-day Notice.  If a  distribution  is one to which Sections
401(a)(11) and 417 of the Internal Revenue Code do not apply,  such distribution
may  commence  less  than  30 days  after  the  notice  required  under  Section
1.411(a)-11(c) of the Treasury Regulations is given, provided that:

                (1) the Plan Administrator  clearly informs the Participant that
           the  Participant  has a right to a period  of at least 30 days  after
           receiving  the notice to consider  the  decision of whether or not to
           elect a distribution (and, if applicable,  a particular  distribution
           option), and

                (2) the Participant,  after receiving the notice,  affirmatively
           elects a distribution.

<PAGE>

                                    ARTICLE 9
                             IN-SERVICE WITHDRAWALS

9.1   Hardship Withdrawal of Account.

      (a) In General.  Any  Participant  or Former  Participant  may request the
Committee to distribute to him part or all of his Pre-Tax  Contribution  Account
(other  than  earnings  on the  Participant's  Pre-Tax  Contribution  Account as
provided below) and Rollover Account on account of Hardship.

      (b) No Distribution  of Earnings.  Income or gain that is allocated to the
Participant's  Pre-Tax Contribution Account may not be distributed in a hardship
withdrawal.

9.2 Definition of Hardship. Hardship shall mean an immediate and heavy financial
need experienced by reason of:

      (a)  Unreimbursed  expenses  of  any  accident  to  or  sickness  of  such
Participant,  his Spouse or his  Dependents  or  expenses  necessary  to provide
medical care for such Participant, his Spouse or his Dependents;

      (b)  Purchase of a primary residence for such Participant;

      (c) Payment of tuition and  related  educational  fees for the next twelve
months  of  post-secondary  education  for  the  Participant,   his  Spouse,  or
Dependents;

      (d) The need to prevent the eviction of the Participant from his principal
residence or foreclosure on the Participant's principal residence; or

      (e) Payment of funeral expenses of a child,  parent (or legal guardian) or
sibling of a Participant, his Spouse or Dependents.

9.3 Maximum and Minimum Hardship  Distribution.  A hardship  distribution cannot
exceed the amount  required to meet the immediate  financial need created by the
hardship (after taking into account applicable  federal,  state, or local income
taxes and penalties) and not  reasonably  available from other  resources of the
Participant.   In  order  to  ensure  compliance  with  this  requirement,   the
Participant  must  satisfy the  provisions  described  below in (a) and (b) as a
condition precedent to the Participant receiving a hardship distribution:

      (a)  Receipt  of  all  Distributions   Available;   Suspension  of  Future
Contributions.  Receipt  by the  Participant  of all  distributions  that  he is
eligible to receive  (including  loans and other in-service  withdrawals)  under
this Plan and under any other plan maintained by the Employer.
<PAGE>


      In addition,  the Participant must agree to the following  limitations and
restrictions:

                (1) The Participant's  Pre-Tax Contributions shall automatically
           be suspended beginning on the first Pay Date that follows the date on
           which  the Plan  Administrator  approves  the  hardship  distribution
           provided the hardship  distribution  was approved at least seven days
           prior to such Pay Date. Otherwise,  the suspension shall be effective
           as of the next  succeeding  Pay Date.  Such  Participant  may  resume
           making  Pre-Tax  Contributions  no  earlier  than 12 months  from the
           effective  date of such  suspension  and  only  after  informing  the
           Committee  in  writing  or  by  electing  to  resume  making  Pre-Tax
           Contributions  through the Plan's  on-line  benefits  system (or such
           other   method   as  may  be   adopted   by   the   Committee   on  a
           nondiscriminatory basis). Subject to the foregoing, the resumption of
           Pre-Tax  Contributions  will become  effective  on the first Pay Date
           that follows the date on which the  Participant  makes the resumption
           request provided the Plan  Administrator  receives the  Participant's
           request at least  seven days prior to such Pay Date.  Otherwise,  the
           resumption  request shall be effective as of the next  succeeding Pay
           Date.

                (2) The maximum  Pre-Tax  Contribution  the Participant may make
           for the calendar year  following his hardship  distribution  shall be
           reduced  by  the  amount  of  Pre-Tax   Contributions   made  by  the
           Participant  during  the  calendar  year in  which  he  received  his
           hardship distribution.

                (3)  The  Participant   shall  be  prohibited  under  a  legally
           enforceable  agreement from making an employee  contribution  to this
           Plan and any other plan  maintained  by the  Employer for at least 12
           months  after the  receipt  of the  hardship  distribution.  For this
           purpose,  the phrase  "any other plan"  includes  all  qualified  and
           nonqualified plans of deferred  compensation,  stock option plans and
           stock  purchase  plans.  It does not include a health or welfare plan
           including one that is part of a Section 125 cafeteria plan.

      (b) Other.  Any other condition or method approved by the Internal Revenue
Service.

9.4  Procedure  to  Request   Hardship.   The  request  to  receive  a  hardship
distribution  shall be made on such forms and following  such  procedures as the
Committee  may prescribe  from time to time.  Under no  circumstances  shall the
Committee permit a Participant to repay to the Plan the amount of any withdrawal
by a Participant under this Section.
<PAGE>


9.5 Participant Withdrawals After Age 59 1/2. At any time after a Participant in
active Employment attains age 59 1/2, such Participant may elect to withdraw all
or part  of his or her  vested  Account  (including  any  earnings  thereon).  A
Participant  who  receives  an age  59 1/2  withdrawal  is  not  suspended  from
continuing  or  commencing  to  make  (in  accordance  with  the  Plan)  Pre-Tax
contributions to the Plan.

9.6 Valuation for Purposes of In-Service Withdrawals.  The Participant's Account
for purposes of  determining  the amount of an  in-service  withdrawal  shall be
determined as of the Valuation Date preceding the date the in-service withdrawal
is made (or such other date as determined  by the  Committee for  administrative
purposes).

9.7   Other Rules for In-Service Distributions.

      (a) All  in-service  distributions  shall  be made in the form of a single
lump sum cash distribution.

      (b) If the Participant  withdraws only a portion of a vested Account,  the
source of the Accounts and Investment  Funds from which the withdrawal  shall be
made  shall  be  as  set  forth  in  the  Trust   Agreement  or  the   Trustee's
nondiscriminatory procedures, as the case may be.

      (c) In no event shall a  Participant  be  permitted to repay the amount of
his or her in-service withdrawal.

      (d) The  request to receive an  in-service  distribution  shall be made on
such forms and following  such  procedures  as the Committee may prescribe  from
time to time.

9.8   Prior Employer Account.  See Schedule B for in-service distribution
options available for a Prior Employer Account.

<PAGE>


                                   ARTICLE 10
                           ADMINISTRATION OF THE PLAN

10.1 Named  Fiduciaries.  The following  parties are named as Fiduciaries of the
Plan and shall have the  authority  to control  and  manage  the  operation  and
administration of the Plan:

     (a) The Company;

     (b) The Board;

     (c) The Trustee;

     (d) The Committee; and

     (e) The Authorized Officer.

      The  Fiduciaries  named  above  shall  have  only the  powers  and  duties
expressly  allocated  to them in the Plan and in the Trust  Agreement  and shall
have no other powers and duties in respect of the Plan; provided,  however, that
if a power or  responsibility  is not  expressly  allocated to a specific  named
fiduciary,  the  power  or  responsibility  shall  be  that of the  Company.  No
Fiduciary shall have any liability for, or  responsibility  to inquire into, the
acts and  omissions  of any other  Fiduciary  in the  exercise  of powers or the
discharge of  responsibilities  assigned to such other Fiduciary under this Plan
or the Trust Agreement.

10.2  Board of Directors.

      (a) The Board shall have the  following  powers and duties with respect to
the Plan:

        (1)  to terminate the Plan in whole or in part; and

        (2)  to amend any or all Plan  provisions;  however,  the Authorized
Officer shall also have amendment powers as described in Section 10.5.

      (b) The Board  shall have no other  responsibilities  with  respect to the
Plan.

10.3 Trustee.  The Trustee shall exercise all of the powers and duties  assigned
to the Trustee as set forth in the Trust  Agreement.  The Trustee  shall have no
other responsibilities with respect to the Plan.
<PAGE>


10.4  Committee.

      (a) A Committee of one or more individuals shall be appointed by and shall
serve at the pleasure of the  Authorized  Officer to  administer  the Plan.  Any
Participant, any Employee of the Company, or before January 1, 2000 any employee
of MTI shall be  eligible  to be  appointed  a member of the  Committee  and all
members  shall  serve as such  without  compensation.  Upon  termination  of his
employment  with the Company,  a Committee  member shall cease to be a member of
the Committee.  The Authorized Officer shall have the right to remove any member
of the Committee at any time,  with or without cause. A member may resign at any
time by written notice to the Committee and the Authorized Officer. If a vacancy
in the Committee  should occur, a successor shall be appointed by the Authorized
Officer.  The  Committee  shall by written  notice keep the Trustee  notified of
current  membership  of the  Committee,  its officers and agents.  The Committee
shall  furnish  the Trustee a  certified  signature  card for each member of the
Committee  and for all  purposes  hereunder  the Trustee  shall be  conclusively
entitled to rely upon such certified signatures.

      (b) The  Authorized  Officer shall appoint a Chairman and a Secretary from
among the  members of the  Committee,  including  the  Authorized  Officer.  All
resolutions, determinations and other actions shall be by a majority vote of all
members of the Committee. The Committee may appoint such agents, who need not be
members of the Committee, as it deems necessary for the effective performance of
its duties,  and may  delegate  to such  agents such powers and duties,  whether
ministerial or  discretionary,  as the Committee deems expedient or appropriate.
The  compensation  of such  agents  shall be fixed by the  Committee;  provided,
however,  that in no event shall  compensation be paid if such payment  violates
the  provisions  of  Section  408 of the  Act  and is  not  exempted  from  such
prohibitions by Section 408 of the Act.

      (c) The Committee shall have complete control of the administration of the
Plan with all powers necessary to enable it to properly carry out the provisions
of the Plan. In addition to all implied powers and responsibilities necessary to
carry out the objectives of the Plan and to comply with the  requirements of the
Act,   the   Committee   shall   have  the   following   specific   powers   and
responsibilities:

                (1) The sole discretion to construe the Plan and Trust Agreement
           and  to  determine  all  questions  arising  in  the  administration,
           interpretation and operation of the Plan;

                (2) To decide  all  questions  relating  to the  eligibility  of
           Employees  to  participate  in the  benefits  of the Plan  and  Trust
           Agreement;
<PAGE>


                (3)  To  determine  the  benefits  of  the  Plan  to  which  any
           Participant, Beneficiary or other person may be entitled;

                (4) To  keep  records  of all  acts  and  determinations  of the
           Committee,  and to keep all such records, books of accounts, data and
           other documents as may be necessary for the proper  administration of
           the Plan;

                (5) To  prepare  and  distribute  to all Plan  Participants  and
           Beneficiaries  information concerning the Plan and their rights under
           the Plan,  including,  but not limited to, all  information  which is
           required to be distributed by the Act, the regulations thereunder, or
           by any other applicable law;

                (6) To file  with  the  Secretary  of  Labor  such  reports  and
           additional  documents  as may be required by the Act and  regulations
           issued  thereunder,  including,  but not  limited  to,  summary  plan
           description,  modifications  and changes,  annual  reports,  terminal
           reports and supplementary reports;

                (7) To file with the  Secretary  of the Treasury all reports and
           information  required to be filed by the Internal  Revenue Code,  the
           Act and regulations issued under each;

                (8) To do all things  necessary  to operate and  administer  the
           Plan  in  accordance  with  its  provisions  and in  compliance  with
           applicable provisions of federal law; and

                (9)  To appoint and remove the Trustee.

      (d) To enable the Committee to perform its  functions,  the Employer shall
supply full and timely  information of all matters  relating to the compensation
and length of  service of all  Participants,  their  retirement,  death or other
cause of  termination  of  employment,  and such  other  pertinent  facts as the
Committee may require.  The Committee shall advise the Trustee of such facts and
issue to the Trustee such  instructions as may be required by the Trustee in the
administration  of the Plan. The Committee and the Employer shall be entitled to
rely upon all  certificates  and reports made by a Certified  Public  Accountant
selected  or approved by the  Employer.  The  Committee,  the  Employer  and its
officers shall be fully  protected in respect of any action  suffered by them in
good faith in reliance upon the advice or opinion of any accountant or attorney,
and all action so taken or suffered  shall be  conclusive  upon each of them and
upon all other persons interested in the Plan.

10.5 Authorized  Officer.  The Authorized  Officer shall have authority to amend
the Plan as  recommended by legal counsel in order to comply with changes in the
<PAGE>

law that are necessary to maintain the tax-qualified  status of the Plan, and to
make such other  amendments to the Plan whether or not they materially  increase
the costs  associated with the Plan as he or she deems  appropriate,  necessary,
advisable or convenient, and to amend or terminate the Trust Agreement.

10.6 Standard of Fiduciary  Duty. Any Fiduciary,  or any person  designated by a
Fiduciary  to carry out  fiduciary  responsibilities  with  respect to the Plan,
shall discharge his duties solely in the interests of the  Participants,  Former
Participants and  Beneficiaries for the exclusive purpose of providing them with
benefits and defraying the reasonable  expenses of  administering  the Plan. Any
Fiduciary  shall  discharge  his  duties  with the  care,  skill,  prudence  and
diligence under the circumstances then prevailing that a prudent man acting in a
like  capacity  and  familiar  with such  matter  would use in the conduct of an
enterprise of a like character and with like aims. Any Fiduciary shall discharge
his duties in accordance with the documents and  instruments  governing the Plan
insofar as such documents and  instruments are consistent with the provisions of
the Act. Notwithstanding any other provisions of the Plan, no Fiduciary shall be
authorized to engage in any transaction  which is prohibited by Sections 408 and
2003(a) of the Act or Section 4975 of the Code in the  performance of its duties
hereunder.

10.7 Claims Procedure.  Any Participant,  Former  Participant,  Beneficiary,  or
Spouse  or  authorized   representative  thereof  (hereinafter  referred  to  as
"Claimant"),  may file a claim for benefits  under the Plan by submitting to the
Committee a written statement  describing the nature of the claim and requesting
a determination  of its validity under the terms of the Plan.  Within sixty (60)
days after the date such claim is  received by the  Committee,  it shall issue a
ruling with respect to the claim.

      If special circumstances require an extension of time for processing,  the
Committee  shall send the Claimant  written notice of the extension prior to the
termination of the 60-day period.  In no case,  however,  shall the extension of
time delay the  Committee's  decision on such appeal  request beyond one hundred
twenty (120) days following receipt of the actual request.

      If the  claim is wholly  or  partially  denied,  written  notice  shall be
furnished to the Claimant,  which notice shall set forth in a manner  calculated
to be understood by the Claimant:

                (a)  The specific reason or reasons for denial;

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


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

                (d) An explanation of the claims review procedures.

      Any  Claimant  whose  claim for  benefits  has been denied may appeal such
denial by resubmitting to the Committee a written statement requesting a further
review of the  decision  within one  hundred  eighty  (180) days of the date the
Claimant  receives  notice of such denial.  Such  statement  shall set forth the
reasons  supporting  the claim,  the  reasons  such  claim  should not have been
denied,  and any other issues or comments which the Claimant  deems  appropriate
with respect to the claim.
      If the Claimant shall request in writing,  the Committee shall make copies
of the Plan documents  pertinent to his claim  available for  examination of the
Claimant.

      Within  sixty (60) days after the request for further  review is received,
the  Committee  shall  review its  determination  of  benefits  and the  reasons
therefor and notify the Claimant in writing of its final decision.

      If special circumstances require an extension of time for processing,  the
Committee  shall send the Claimant  written notice of the extension prior to the
termination of the 60-day period.  In no case,  however,  shall the extension of
time delay the  Committee's  decision on such appeal  request beyond one hundred
twenty (120) days following receipt of the actual request.

      Such  written  notice shall  include  specific  reasons for the  decision,
written in a manner  calculated to be understood by the Claimant,  with specific
references to the pertinent Plan provisions on which the decision is based.

10.8  Indemnification  of Committee.  To the extent permitted under the Act, the
Plan shall indemnify the Board, the Committee and the Authorized Officer against
any cost or liability  which they may incur in the course of  administering  the
Plan and executing the duties assigned  pursuant to the Plan except for costs or
liabilities attributable to gross and intentional negligence.  The Company shall
indemnify the  Committee,  the  Authorized  Officer and the members of the Board
against  any  personal  liability  or cost  not  provided  for in the  preceding
sentence  which they may incur as a result of any act or omission in relation to
the Plan or its  Participants  except for costs or liabilities  attributable  to
gross and intentional  negligence.  The Company may purchase fiduciary liability
insurance to insure its obligation under this Section.

<PAGE>

                                   ARTICLE 11
                            AMENDMENT AND TERMINATION

11.1 Right to Amend. The Company intends for the Plan to be permanent so long as
the corporation  exists;  however,  it reserves  through action of the Board (or
through  action of the  Authorized  Officer to amend  those items  described  in
Section  10.5)  the  right to  modify,  alter,  or amend  this Plan or the Trust
Agreement,  from  time  to  time,  to any  extent  that it may  deem  advisable,
including,  but not  limited to any  amendment  deemed  necessary  to insure the
continued qualification of the Plan under Sections 40l(a) and 401(k) of the Code
or to insure compliance with the Act; provided,  however, that the Company shall
not have the authority to amend this Agreement in any manner which will:

      (a) Permit any part of the Fund  (other  than such part as is  required to
pay taxes and  administrative  expenses)  to be used for or diverted to purposes
other than for the exclusive benefit of the Participants or their Beneficiaries;

      (b) Cause or permit  any  portion  of the funds to revert to or become the
property of the Employer; or

      (c) Change the duties,  liabilities,  or  responsibilities  of the Trustee
without its prior written consent.

      See Section 16.11(c)  regarding the inability of an Affiliated  Sponsor to
amend or terminate the Plan.

11.2 Termination and Discontinuance of Contributions.  The provisions of Section
11.1 to the contrary  notwithstanding,  the Company  shall have the right at any
time and for any reason to terminate this Plan (hereinafter referred to as "Plan
Termination").  Upon Plan  Termination,  the Committee  shall direct the Trustee
with  reference to the  disposition  of the Fund,  after payment of any expenses
properly  chargeable  against the Fund. The Trustee shall distribute all amounts
held in the Fund to the Participants and others entitled to Distributions  based
on each  Participant's  Account balance in the Plan. In the event that this Plan
is partially  terminated,  then the provisions of this Section 11.2 shall apply,
but solely with respect to the  Employees  affected by the partial  termination.
The  termination of sponsorship of the Plan by any Affiliated  Sponsor shall not
affect  the  sponsorship  of the Plan by the  Company  or any  other  Affiliated
Sponsor.

11.3 IRS Approval of  Termination.  Notwithstanding  Section  11.2,  the Trustee
shall not be  required to make any  Distribution  from this Plan in the event of
complete or partial  termination until the authorized  officials of the Internal
Revenue Service shall have  determined  that there will be no liability  against
the Trustee by reason of such Distribution.

<PAGE>


                                   ARTICLE 12
                          SPECIAL DISCRIMINATION RULES

12.1 Definitions.

      Actual Contribution Percentage or ACP shall mean the ratio (expressed as a
percentage) of (i) the sum of the Employer  Matching  Contributions on behalf of
the  Participant  for the Plan Year and,  to the extent  permitted  in  Treasury
Regulations and elected by the Employer,  the Participant's  Qualified  Elective
Deferrals and Qualified Nonelective Contributions ("Aggregate Contributions") to
(ii) the  Participant's  Compensation  for the Plan Year.  The  Employer,  on an
annual  basis,  may  elect  to  include  or not to  include  Qualified  Elective
Deferrals and  Qualified  Nonelective  Contributions  in computing the ACP for a
Plan Year.  An Employer  may elect on an annual  basis to count a  Participant's
Employer   Matching   Contribution   toward   satisfying  the  required  minimum
contribution under Section 15.3 (minimum contribution for Non-Key Employees in a
top-heavy  plan)  in lieu of  including  such  contributions  in the  ACP.  If a
Participant  (as  defined  below)  does not  receive an  allocation  of Employer
Contributions for a Plan Year, such Participant's ACP for the Plan Year shall be
zero.

      Actual  Deferral  Percentage  or ADP shall mean the ratio  (expressed as a
percentage) of (i) the sum of Pre-Tax  Contributions  on behalf of a Participant
for the Plan Year  (excluding any Excess  Deferrals by a Non-highly  Compensated
Employee) and, to the extent  permitted in Treasury  Regulations  and elected by
the  Employer,   the  Participant's   Qualified  Nonelective   Contributions  to
("Aggregate  Deferrals") (ii) the Participant's  Compensation for the Plan Year.
The  Employer,  on an annual  basis,  may  elect to  include  or not to  include
Employer Matching Contributions (to the extent such contributions are "qualified
matching   contributions"   under  Section   1.401(k)-1(b)(5)  of  the  Treasury
Regulations) and Qualified Nonelective  Contributions in computing the ADP for a
Plan Year. In the case of a Participant  (as defined  below) who does not make a
Pre-Tax  Contribution  for  a  Plan  Year  and  is  not  allocated  a  Qualified
Nonelective Contribution for such Plan Year, such Participant's ADP for the Plan
Year shall be zero.

      Average Actual  Contribution  Percentage shall mean the average (expressed
as a percentage) of the Actual Contribution Percentages of the Participants in a
group.  The  percentage  shall be rounded to the  nearest  one-hundredth  of one
percent (four decimal places).

      Average Actual Deferral  Percentage shall mean the average (expressed as a
percentage) of the Actual Deferral  Percentages of the  Participants in a group.
The  percentage  shall be rounded to the  nearest  one-hundredth  of one percent
(four decimal places).
<PAGE>


      Combined  ADP and ACP Test  shall  have the  meaning as defined in Section
12.9.

      Compensation  for  purposes  of this  Section 12 shall be that  definition
selected by the  Committee  that  satisfies  the  requirements  of Code Sections
414(s) and  401(a)(17).  Such  definition  may change from year to year but must
apply uniformly  among all Eligible  Employees being tested under the Plan for a
given Plan Year and among all  Employees  being tested under any other plan that
is  aggregated  with this Plan during the Plan Year.  If no such  definition  is
elected by the Committee  (either  formally or informally),  Compensation  shall
mean Compensation as defined in Article 2.

      Employer  Matching  Contributions.  For  purposes  of this  Article 12, an
Employer  Matching  Contribution  for a particular Plan Year includes only those
contributions that are (i) allocated to the Participant's Account under the Plan
as of any date within  such Plan Year,  (ii)  contributed  to the Trust no later
than the end of the 12-month  period  following the close of such Plan Year, and
(iii) made on account of such Participant's  Pre-Tax  Contributions for the Plan
Year.

      Excess Deferrals shall have that meaning as defined in Section 12.2.

      Excess ACP  Contributions  shall  have that  meaning as defined in Section
12.8.

      Excess ADP Deferrals shall have that meaning as defined in Section 12.5.

      Highly Compensated Employee.  See Article 13.

      Maximum  Combined  Percentage shall have the meaning as defined in Section
12.9(c).

      Non-highly Compensated Employee.  See Article 13.

      Participant. For purposes of this Article 12, a Participant shall mean any
Eligible  Employee who (i) is eligible to receive an  allocation  of an Employer
Matching  Contribution,  even if no Employer Matching  Contribution is allocated
due to the Eligible Employee's failure to make a required Pre-Tax  Contribution,
(ii) is eligible to make a Pre-Tax Contribution,  including an Eligible Employee
whose  right to make  Pre-Tax  Contribution  has been  suspended  because  of an
election not to  participate or a hardship  distribution,  or (iii) is unable to
receive an Employer Matching Contribution or make a Pre-Tax Contribution because
his Compensation is less than a stated amount.

      Pre-Tax  Contributions.  For  purposes  of  this  Article  12,  a  Pre-Tax
Contribution is taken into account only if the  contribution (i) is allocated to
the Participant's  Account under the terms of the Plan as of any date within the
<PAGE>

Plan Year, and (ii) relates to Compensation that would have been received by the
Participant  during the Plan Year or within 2 1/2 months after the Plan Year but
for the deferral election.  A Pre-Tax Contribution is considered to be allocated
as of a date  within a Plan Year only if the  allocation  is not  contingent  on
participation in the Plan or performance of service after the Plan Year to which
the Pre-Tax Contribution relates.

      Qualified Elective Deferral shall mean Pre-Tax Contributions designated by
the Committee as Qualified  Elective  Deferrals in order to meet the ACP testing
requirements of Section 12.6. In addition,  the following  requirements  must be
satisfied:

                (a) The aggregate of all Pre-Tax Contributions for the Plan Year
           (including  the Qualified  Elective  Deferrals)  must satisfy the ADP
           testing requirements set forth in Section 12.3(a).

                (b) The aggregate of all Pre-Tax Contributions for the Plan Year
           (excluding  the Qualified  Elective  Deferrals)  must satisfy the ADP
           testing requirements set forth in Section 12.3(a).

                (c)  Qualified   Elective   Deferrals  must  satisfy  all  other
           provisions of this Plan applicable to Pre-Tax Contributions and shall
           remain part of the Participant's Pre-Tax Contribution Account.

                (d) Except as provided by this  definition,  Qualified  Elective
           Deferrals  shall  be  excluded  in  determining   whether  any  other
           contribution or benefit satisfies the nondiscrimination  requirements
           of Code Sections 401(a)(4) and 401(k)(3).

      Qualified  Nonelective  Contribution  shall mean an Employer  contribution
designated by the Committee as a Qualified Nonelective  Contribution in order to
meet  the  ADP  testing   requirements  of  Section  12.3  or  the  ACP  testing
requirements of Section 12.6. In addition,  the following  requirements  must be
satisfied:

                (a) The Qualified Nonelective Contribution,  whether or not used
           to satisfy the  requirements of Sections 12. 3 or 12.6, must meet the
           requirements of Code Section 401(a)(4).

                (b)  Qualified  Nonelective  Contributions  which are taken into
           account in order to meet the requirements of Section 12.3 or 12.6 (as
           applicable)  shall not be counted in determining  whether the testing
           requirements of any of such other Sections are met.

                (c) The Qualified Nonelective  Contributions shall be subject to
           all  provisions  of this Plan  applicable  to  Pre-Tax  Contributions
<PAGE>

           (except   that   Qualified   Nonelective   Contributions   cannot  be
           distributed in a hardship distribution).

                (d)  Except  as  provided  in  this  paragraph,   the  Qualified
           Nonelective  Contributions  shall be excluded in determining  whether
           any other  contribution  or benefit  satisfies the  nondiscrimination
           requirements of Code Sections 401(a)(4) and 401(k)(3).

12.2  Limit on Pre-Tax Contributions.

      (a) Notwithstanding  any other provision of the Plan to the contrary,  the
aggregate of a Participant's  Pre-Tax  Contributions  during a calendar year may
not exceed the amount  established by the Secretary of the Treasury  pursuant to
Code Section 402(g) ($10,500 in 2000).  Any Pre-Tax  Contributions  in excess of
the  foregoing  limit  ("Excess  Deferral"),  plus any income and minus any loss
allocable  thereto,  may be distributed  to the applicable  Participant no later
than April 15  following  the calendar  year in which the Pre-Tax  Contributions
were made.

      (b) Any  Participant who has an Excess Deferral during a calendar year may
receive a distribution of the Excess Deferral during such calendar year plus any
income  or minus  any  loss  allocable  thereto,  provided  (1) the  Participant
requests (or is deemed to request) the distribution of the Excess Deferral,  (2)
the  distribution  occurs after the date the Excess Deferral arose,  and (3) the
Committee designates the distribution as a distribution of an Excess Deferral.

      (c) If a Participant makes a Pre-Tax  Contribution  under this Plan and in
the same  calendar  year makes a  contribution  to a Code  Section  401(k)  plan
containing a cash or deferred arrangement (other than this Plan), a Code Section
408(k) plan  (simplified  employee  pension plan) or a Code Section  403(b) plan
(tax sheltered annuity) and, after the return of any Excess Deferral pursuant to
Section  12.2(a) and (b) the  aggregate  of all such Pre-Tax  Contributions  and
contributions exceed the limitations contained in Code Section 402(g), then such
Participant  may  request  that the  Committee  return  all or a portion  of the
Participant's  Pre-Tax  Contributions  for the calendar year plus any income and
minus any loss allocable thereto. The amount by which such Pre-Tax Contributions
and contributions  exceed the Code Section 402(g) limitations will also be known
as an Excess Deferral.

      (d)  Any  request  for  a  return  of  Excess  Deferrals  arising  out  of
contributions  to a plan described in Section  12.2(c) above which is maintained
by an entity other than the Employer must:

                (1)  be made in writing;
<PAGE>


                (2) be  submitted  to the  Committee  not later than the March 1
           following the Plan Year in which the Excess Deferral arose;

                (3)  specify the amount of the Excess Deferral; and,

                (4)  contain a  statement  that if the  Excess  Deferral  is not
           distributed,  it will,  when added to amounts  deferred  under  other
           plans or arrangements described in Sections 401(k),  408(k),or 403(b)
           of the Code,  exceed the limit imposed on the  Participant by Section
           402(g)  of the  Code  for  the  year in  which  the  Excess  Deferral
           occurred.

      In the event an Excess  Deferral  arises  out of  contributions  to a plan
(including  this Plan) which is  maintained  by the  Employer,  the  Participant
making the Excess  Deferral  shall be deemed to have  requested  a return of the
Excess Deferral.

      (e) Pre-Tax  Contributions may only be returned to the extent necessary to
eliminate a Participant's  Excess  Deferral.  Excess  Deferrals  returned to the
Participant  under this  Section  12.2 shall not be treated as annual  additions
under the Plan. In no event shall the returned Excess Deferrals for a particular
calendar year exceed the Participant's  aggregate Pre-Tax Contributions for such
calendar year.

      (f) The  income  or  loss  allocable  to a  Pre-Tax  Contribution  that is
returned to a Participant pursuant to Section 12.2(a) or (c) shall be determined
by multiplying the income or loss allocable to the Participant's Account for the
calendar year in which the Excess Deferral arose by a fraction. The numerator of
the  fraction is the Excess  Deferral.  The  denominator  of the fraction is the
value of the Participant's  Account balance on the last day of the calendar year
in which the  Excess  Deferral  arose  reduced by any  income  allocated  to the
Participant's Account for such calendar year and increased by any loss allocated
to the Participant's Account for such calendar year.

      (g) The income or loss allocable to an Excess Deferral that is returned to
a  Participant  pursuant  to  Section  12.2(b)  shall be  determined  using  any
reasonable  method adopted by the Plan to measure income earned or loss incurred
during the Plan Year or any other  method  authorized  by the  Internal  Revenue
Service to compute the income earned or loss incurred for the period  commencing
on January 1 of the calendar year in which the Pre-Tax Contribution was made and
ending on the date the Excess Deferral was distributed.

      (h) Any Employer  Matching  Contribution  allocable to an Excess  Deferral
that is  returned  to a  Participant  pursuant  to this  Section  12.2  shall be
forfeited  notwithstanding  the  provisions  of  Article 7  (vesting).  For this
<PAGE>

purpose, however, the Pre-Tax Contributions that are returned to the Participant
as an Excess  Deferral  shall be deemed to be first those Pre-Tax  Contributions
for which no Employer  Matching  Contribution  was made and second those Pre-Tax
Contributions for which an Employer Matching Contribution was made. Accordingly,
if the Pre-Tax  Contributions  that are  returned to the  Participant  as Excess
Deferrals were not matched, no Employer Matching Contribution will be forfeited.

12.3  Average Actual Deferral Percentage.

      (a) If required to be performed,  the Average Actual  Deferral  Percentage
for  Highly  Compensated  Employees  for each Plan Year and the  Average  Actual
Deferral Percentage for Non-highly  Compensated Employees for the same Plan Year
must satisfy one of the following tests:

                (1) The Average Actual Deferral  Percentage for Participants who
           are Highly  Compensated  Employees for the Plan Year shall not exceed
           the Average  Actual  Deferral  Percentage  for  Participants  who are
           Non-highly  Compensated  Employees  for the Plan Year  multiplied  by
           1.25; or

                (2) The excess of the Average  Actual  Deferral  Percentage  for
           Participants who are Highly  Compensated  Employees for the Plan Year
           over the Average Actual Deferral  Percentage for Participants who are
           Non-highly  Compensated  Employees for the Plan Year is not more than
           two percentage points, and the Average Actual Deferral Percentage for
           Participants  who are Highly  Compensated  Employees is not more than
           the Average  Actual  Deferral  Percentage  for  Participants  who are
           Non-highly Compensated Employees multiplied by 2.0.

      (b) The permitted disparity between the Average Actual Deferral Percentage
for Highly Compensated  Employees and the Average Actual Deferral Percentage for
Non-Highly  Compensated  Employees may be further reduced as required by Section
12.9.

      (c) If at the end of the Plan  Year,  the Plan  does not  comply  with the
provisions of Section 12.3(a),  the Employer may do any or all of the following,
except as otherwise provided in the Code or Treasury Regulations:

                (1) Distribute Aggregate Deferrals to certain Highly Compensated
           Employees as provided in Section 12.5; or

                (2) Make a Qualified  Nonelective  Contribution on behalf of any
           or all of the  Non-highly  Compensated  Employees and aggregate  such
           contributions  with the  Non-highly  Compensated  Employees'  Pre-Tax
<PAGE>

           Contributions  Deferrals as provided in Section 12. 1 (definition  of
           ADP).

12.4  Special Rules For Determining Average Actual Deferral Percentage.

      (a) The Actual Deferral Percentage for any Highly Compensated Employee for
the Plan Year who is eligible to have  Pre-Tax  Contributions  allocated  to his
Account under two or more  arrangements  described in Section 401(k) of the Code
that are maintained by an Employer or its  Affiliates  shall be determined as if
such Pre-Tax Contributions were made under a single arrangement.

      (b) If two or more plans  maintained by the Employer or its Affiliates are
treated as one plan for purposes of the  nondiscrimination  requirements of Code
Section  401(a)(4) or the coverage  requirements  of Code Section  410(b) (other
than for purposes of the average benefits test), all Pre-Tax  Contributions that
are made  pursuant to those plans shall be treated as having been made  pursuant
to one plan.

      (c) The determination and treatment of the Aggregate  Deferrals and Actual
Deferral  Percentage of any  Participant  shall be in accordance with such other
requirements as may be prescribed from time to time in Treasury Regulations.

      (d)  Notwithstanding  anything to the  contrary  in Section  12.3 or 12.4,
effective  January  1,  1997,  the  Actual  Deferral  Percentage  of  Non-highly
Compensated Employees shall be calculated using data from the prior Plan Year.

12.5  Distribution of Excess ADP Deferrals.

      (a)  Effective  January  1,  1997,   Aggregate   Deferrals  exceeding  the
limitations of Section  12.3(a)  ("Excess ADP Deferrals") and any income or loss
allocable to such Excess ADP Deferral  shall be  designated  by the Committee as
Excess ADP Deferrals and shall be  distributed to Highly  Compensated  Employees
whose  Accounts  were  credited  with  the  largest  dollar  amount  of  Pre-Tax
Contributions.  In  determining  the  amount  of  Excess  ADP  Deferrals  to  be
distributed to each Highly Compensated Employee,  the Committee shall reduce the
amount of Pre-Tax Contribution for each Highly Compensated Employee as follows:

                (1)  The  Aggregate  Deferrals  made by the  Highly  Compensated
           Employee(s)  with the highest  dollar  amount of Aggregate  Deferrals
           will be reduced until all Excess ADP Deferrals have been  distributed
           or until equal with the second highest amount of Aggregate  Deferrals
           under the Plan, whichever comes first; then
<PAGE>


                (2) Step (1) shall be  repeated  with  respect to the second and
           successive highest Aggregate  Deferrals under the Plan until the Plan
           has distributed all Excess ADP Deferrals.

      (b) If these  distributions  are made, the Actual  Deferral  Percentage is
treated as meeting the  nondiscrimination  test of Section 401(k)(3) of the Code
regardless of whether the Actual  Deferral  Percentage,  if  recalculated  after
distributions, would satisfy Section 401(k)(3) of the Code.

      (c) The above  procedures  are used for the  purposes of  recharacterizing
excess contributions under Section 401(k)(8)(A)(ii) of the Code.

      (d) For  purposes  of  Section  401(m)(9)  of the  Code,  if a  corrective
distribution of Excess ADP Deferrals has been made, or a recharacterization  has
occurred,  the Actual Deferral  Percentage for Highly  Compensated  Employees is
deemed to be the largest amount permitted under Section 401(k)(3) of the Code.

      (e)  To  the  extent   administratively   possible,  the  Committee  shall
distribute  all Excess ADP  Deferrals and any income or loss  allocable  thereto
prior to 2 1/2 months following the end of the Plan Year in which the Excess ADP
Deferrals arose. In any event,  however, the Excess ADP Deferrals and any income
or loss allocable thereto shall be distributed prior to the end of the Plan Year
following  the Plan Year in which the Excess  ADP  Deferrals  arose.  Excess ADP
Deferrals shall be treated as annual additions under the Plan.

      (f) The  income  or loss  allocable  to  Excess  ADP  Deferrals  shall  be
determined  by  multiplying  the income or loss  allocable to the  Participant's
Account for the Plan Year in which the Excess ADP Deferrals arose by a fraction.
The numerator of the fraction is the Excess ADP Deferral. The denominator of the
fraction is the value of the  Participant's  Account  balance on the last day of
the Plan Year in which the  Excess  ADP  Deferrals  arose  reduced by any income
allocated to the  Participant's  Account for such Plan Year and increased by any
loss allocated to the Participant's Account for the Plan Year.

      (g) If an Excess Deferral has been distributed to the Participant pursuant
to Section 12.2(a) or (b) for any taxable year of a Participant, then any Excess
ADP Deferral  allocable to such Participant for the same Plan Year in which such
taxable year ends shall be reduced by the amount of such Excess Deferral.

      (h) Distribution of Excess ADP Deferrals to Participants described in this
Section  12.5  shall be made in  accordance  with  the  provisions  of  Treasury
Regulation Section 1.401(k)-1(f)(5)(ii) or any successor Treasury
Regulation thereto.
<PAGE>


      (i) Any Employer Matching Contribution allocable to an Excess ADP Deferral
that is  returned to the  Participant  pursuant  to this  Section  12.5 shall be
forfeited  notwithstanding  the  provisions  of  Article 7  (vesting).  For this
purpose,  however,  Pre-Tax  Contributions  that are returned to the Participant
shall be deemed to be first those  Pre-Tax  Contributions  for which no Employer
Matching  Contribution was made and second those Pre-Tax Contributions for which
an Employer  Matching  Contribution  was made.  Accordingly,  unmatched  Pre-Tax
Contributions shall be returned as an Excess ADP Deferral before matched Pre-Tax
Contributions.

12.6  Average Actual Contribution Percentage.

      (a)  If  required  to  be  performed,   the  Average  Actual  Contribution
Percentage for Highly  Compensated  Employees for each Plan Year and the Average
Actual Contribution Percentage for Non-highly Compensated Employees for the same
Plan Year must satisfy one of the following tests:

                (1) The Average Actual Contribution  Percentage for Participants
           who are  Highly  Compensated  Employees  for the Plan Year  shall not
           exceed the Average Actual  Contribution  Percentage for  Participants
           who are Non-highly Compensated Employees for the Plan Year multiplied
           by 1.25; or

                (2) The excess of the Average Actual Contribution Percentage for
           Participants who are Highly  Compensated  Employees for the Plan Year
           over the Average Actual Contribution  Percentage for Participants who
           are  Non-highly  Compensated  Employees for the Plan Year is not more
           than two  percentage  points,  and the  Average  Actual  Contribution
           Percentage for Participants who are Highly  Compensated  Employees is
           not  more  than  the  Average  Actual  Contribution   Percentage  for
           Participants who are Non-highly  Compensated  Employees multiplied by
           2.0.

      (b) If at the end of the Plan  Year,  the Plan  does not  comply  with the
provisions  of  this  Section  12.6(a),  the  Employer  may do any or all of the
following  in order to comply  with such  provision  as  applicable  (except  as
otherwise provided in the Code or in Treasury Regulations):

                (1) Aggregate  Qualified  Elective  Deferrals  with the Employer
           Matching   Contributions  of  Non-highly   Compensated  Employees  as
           provided in Section 12.1 (definition of ACP).

                (2) Distribute or forfeit  Employer  Matching  Contributions  to
           certain Highly Compensated Employees as provided in Section 12.8.
<PAGE>


                (3) Make a Qualified  Nonelective  Contribution on behalf of any
           or all of the  Non-highly  Compensated  Employees and aggregate  such
           contributions  with the Non-highly  Compensated  Employees'  Employer
           Matching  Contributions  as provided in Section 12.1  (definition  of
           ACP).

12.7  Special Rules For Determining Average Actual Contribution Percentages.

      (a) The Actual Contribution Percentage for any Highly Compensated Employee
for the Plan  Year  who is  eligible  to have  Employer  Matching  Contributions
allocated to his Account  under two or more  arrangements  described in Sections
401(a)  or  401(m)  of the  Code  that  are  maintained  by an  Employer  or its
Affiliates shall be determined as if such contributions were made under a single
arrangement.

      (b) If two or more plans  maintained by the Employer or its Affiliates are
treated as one plan for purposes of the  nondiscrimination  requirements of Code
Section  401(a)(4) or the coverage  requirements  of Code Section  410(b) (other
than for purposes of the average  benefits  test),  all Aggregate  Contributions
that are made  pursuant  to those  plans  shall be treated  as having  been made
pursuant to one plan.

      (c) The determination and treatment of the Actual Contribution  Percentage
of any Participant shall satisfy such other requirements as may be prescribed by
the Secretary of the Treasury.

      (d)  Notwithstanding  anything to the  contrary  in Section  12.6 or 12.7,
effective  January 1, 1997,  the Actual  Contribution  Percentage  of Non-highly
Compensated Employees shall be calculated using data from the current Plan Year.

12.8  Distribution of Excess ACP Contributions.

      (a)  Effective  January 1, 1997,  Aggregate  Contributions  exceeding  the
limitations of Section 12.6(a)  ("Excess ACP  Contributions")  and any income or
loss  allocable  to  such  Excess  ACP  Contribution  may be  designated  by the
Committee as Excess ACP  Contributions  and may be  distributed in the Plan Year
following  the Plan Year in which the  Excess ACP  Contributions  arose to those
Highly Compensated Employees whose Accounts were credited with largest amount of
Aggregate  Contributions during the preceding Plan Year. The amount of Aggregate
Contributions  to be  distributed  to a  Highly  Compensated  Employee  shall be
determined as follows:

                (1)  The  Aggregate  Contributions  of  the  Highly  Compensated
           Employee with the highest  dollar  amount of Aggregate  Contributions
           shall be  reduced  until  all  Excess  ACP  Contributions  have  been
<PAGE>

           distributed  or until such Aggregate  Contributions  equal the dollar
           amount of Aggregate  Contributions of the Highly Compensated Employee
           with the next highest dollar amount of contributions, whichever comes
           first.

                (2) Step (1) shall be  repeated  with  respect to the second and
           successive highest Aggregate  Contributions  under the Plan until the
           Plan has distributed all Excess ACP Contributions.

      (b) If these distributions are made, the Actual Contribution Percentage is
treated as meeting the  nondiscrimination  test of Section 401(m)(2) of the Code
regardless of whether the Actual Contribution Percentage,  if recalculated after
distributions, would satisfy Section 401(m)(2) of the Code.

      (c) For  purposes  of  Section  401(m)(9)  of the  Code,  if a  corrective
distribution of Excess ACP Contributions has been made, the Actual  Contribution
Percentage for Highly  Compensated  Employees is deemed to be the largest amount
permitted under Section 401(m)(2) of the Code.

      (d)  To  the  extent   administratively   possible,  the  Committee  shall
distribute all Excess ACP Contributions and any income or loss allocable thereto
prior to 2 1/2 months following the end of the Plan Year in which the Excess ACP
Contributions arose. In any event, however, the Excess ACP Contributions and any
income or loss allocable  thereto shall be  distributed  prior to the end of the
Plan Year following the Plan Year in which the Excess ACP Contributions arose.

      (e) The  income or loss  allocable  to Excess ACP  Contributions  shall be
determined  by  multiplying  the income or loss  allocable to the  Participant's
Account  for the Plan  Year in which  the  Excess  ACP  Contribution  arose by a
fraction.  The  numerator of the fraction is the Excess ACP  Contributions.  The
denominator  of the  fraction is the value of the  Participant's  Account on the
last day of the Plan Year reduced by any income  allocated to the  Participant's
Account  by  such  Plan  Year  and  increased  by  any  loss  allocated  to  the
Participant's Account for the Plan Year.

      (f) Amounts distributed to Highly Compensated Employees under this Section
12.8 shall be treated  as annual  additions  with  respect to the  Employee  who
received such amount.

      (g) Distribution of Excess ACP Contributions to Participants  described in
Section  12.8(c)  shall be made in  accordance  with the  provisions of Treasury
Regulation Section  1.401(m)-1(e)(2)(iii)  or any successor Treasury Regulations
thereto.  Excess ACP  Contributions  may be  distributed  to Highly  Compensated
Employees only to the extent such Excess ACP  Contributions  are vested.  Excess
ACP Contributions  which are not vested shall be forfeited if correction of such
Excess ACP Contribution is made pursuant to this Section 12.8. For this purpose,
<PAGE>

Excess ACP  Contributions  shall first be comprised of vested Employer  Matching
Contributions and second of non-vested Employer Matching Contributions.

12.9  Combined ACP and ADP Test.

      (a) The Plan must satisfy the Combined ACP and ADP Test  described in this
Section 12.9 only if (1) the Average  Actual  Deferral  Percentage of the Highly
Compensated  Employees exceeds 125% of the Average Actual Deferral Percentage of
the Non-highly  Compensated  Employees and (2) the Average  Actual  Contribution
Percentage  of the Highly  Compensated  Employees  exceeds  125% of the  Average
Actual Contribution Percentage of the Non-highly Compensated Employees.

      (b) The  Combined  ACP and ADP Test is  satisfied if the sum of the Highly
Compensated  Employees'  Average Actual  Deferral  Percentage and Average Actual
Contribution Percentage is equal to or less than the Maximum Combined
Percentage defined in paragraph (c) below.

      (c) The Maximum  Combined  Percentage shall be determined by adjusting the
Non-highly Compensated Employees' Average Actual Deferral Percentage and Average
Actual Contribution Percentage in the following manner:

                (1)  The greater of the two percentages shall be multiplied
           by 1.25; and

                (2) The lesser of the two percentages  shall be increased by two
           percentage  points;   however,   in  no  event  shall  such  adjusted
           percentage exceed twice the original percentage.

      The sum of (1) and (2) shall be the Maximum Combined Percentage.

      Notwithstanding  the foregoing,  the Maximum Combined  Percentage shall be
determined  in the  following  manner if such  calculation  results  in a higher
Maximum Combined Percentage than the formula specified above:

                (1) The lesser of the Average  Actual  Deferral  Percentage  and
           Average Actual Contribution  Percentage of the Non-Highly Compensated
           Employees shall be multiplied by 1.25; and

                (2) The greater of such two  percentages  shall be  increased by
           two percentage  points;  however,  in no event shall such  percentage
           exceed twice the original percentage.

      (d) In the event the Plan does not satisfy the  Combined ADP and ACP Test,
the Highly Compensated  Employees' Average Actual Contribution  Percentage shall
<PAGE>

be decreased by either distributing  Employer Matching  Contributions to certain
Highly Compensated  Employees by using the procedures  described in Section 12.8
or by  making a  Qualified  Nonelective  Contribution  as  provided  in  Section
12.6(b)(3)  until  the  sum  of  such  percentage  and  the  Highly  Compensated
Employees'  Average  Actual  Deferral  Percentage  equals the  Maximum  Combined
Percentage.

      (e) If Employer  Matching  Contributions are distributed to certain Highly
Compensated  Employees in order to satisfy the Combined ADP and ACP Test, income
or  loss  allocable  to  such  Employer  Matching  Contributions  shall  also be
distributed.

      (f)  To  the  extent   administratively   possible,  the  Committee  shall
distribute the Employer  Matching  Contributions  (if  applicable) and allocable
income  or loss  prior to 2 1/2  months  following  the end of the Plan Year for
which the  Combined ADP and ACP Test is computed.  In any event,  however,  such
Employer  Matching  Contributions  (if applicable) and allocable  income or loss
shall be  distributed  by the end of the Plan Year  following  the Plan Year for
which the Combined ADP and ACP Test is computed. Employer Matching Contributions
that are  distributed  pursuant to this  Section 12.9 shall be treated as annual
additions under the Plan.

      (g)  The  income  or  loss   allocable  to  returned   Employer   Matching
Contributions shall be determined using the same procedures as Section 12.5(c).

12.10  Order of  Applying  Certain  Sections  of  Article  12. In  applying  the
provisions  of this Article 12, the  determination  and  distribution  of Excess
Deferrals shall be made first, the  determination  and elimination of Excess ACP
Deferrals shall be made second,  the determination and elimination of Excess ADP
Contributions  shall  be  made  third  and  finally  the  determination  and any
necessary adjustment related to the Combined ADP and ACP Test shall be made.

<PAGE>

                                   ARTICLE 13
                          HIGHLY COMPENSATED EMPLOYEES

13.1 In General.  Effective  January 1, 1997, for the purposes of this Plan, the
term "Highly  Compensated  Employee" is any active Employee described in Section
13.2 below and any Former  Employee  described  in Section  13.3 below.  Various
definitions  used in this Article are  contained  in Section  13.4. A Non-Highly
Compensated Employee is an Employee who is not a Highly Compensated Employee.

13.2  Highly Compensated Employees.

      (a)  An Employee is a Highly Compensated Employee if the Employee:

                (1) is a 5 Percent  Owner at any time  during the  Determination
           Year or the Look Back Year; or

                (2) receives  Compensation  in excess of $80,000 during the Look
           Back Year and,  if the  Employer  so elects  from year to year,  is a
           member of the Top Paid Group.

      (b) The dollar amount  described in (2) above shall be increased  annually
as provided in Code Section 414(q)(1). For the Plan Year beginning on January 1,
2000, the dollar amount is $85,000.

13.3  Former  Highly  Compensated  Employee.  A  Former  Employee  is  a  Highly
Compensated Employee if (applying the rules of Section 13.2) the Former Employee
was a  Highly  Compensated  Employee  during a  Separation  Year or  during  any
Determination Year ending on or after the Former Employee's 55th birthday.

13.4 Definitions.  The following special definitions shall apply to this Article
13:

      Compensation,  for purposes of this Article 13, shall mean Compensation as
defined in Code  section  415(c)(3)  (and not  modified by  Treasury  Regulation
1.414(s)-1(c)(3)). In addition, Compensation shall include compensation which is
not  includable  in the  Participant's  IRS Form W-2 (Box 1) by  reason  of Code
Section 402(a)(8)  (employee pre-tax  contributions  under a Code Section 401(k)
plan) or Code Section 125 (salary deferrals under a cafeteria plan).

      Determination Year shall mean the Plan Year for which the ADP is computed.

      Employer  for  purposes of this  Article 13 shall mean the Company and its
Affiliates.
<PAGE>


      5  Percent  Owner  shall  mean any  Employee  who owns or is deemed to own
(within the meaning of Code Section 318), more than five percent of the value of
the outstanding stock of the Employer or stock possessing more than five percent
of the total combined voting power of the Employer.

      Former  Employee shall mean an Employee (i) who has incurred a Termination
Date or (ii) who remains  employed  by the  Employer  but who has not  performed
services for the Employer  during the  Determination  Year (e.g., an Employee on
Authorized Leave of Absence).

      Look Back Year shall mean the Plan Year preceding the Determination Year.

      Separation Year shall mean any of the following years:

                (a) An  Employee  who  incurs a  Termination  Date  shall have a
           Separation Year in the  Determination  Year in which such Termination
           Date occurs;

                (b) An Employee  who remains  employed by the  Employer  but who
           temporarily  ceases to perform  services for the Employer  (e.g.,  an
           Employee on Authorized Leave of Absence) shall have a Separation Year
           in the  calendar  year in which  he last  performs  services  for the
           Employer;

                (c) An Employee  who remains  employed by the Employer but whose
           Compensation  for a calendar year is less than 50% of the  Employee's
           average  annual  Compensation  for the  immediately  preceding  three
           calendar years (or the Employee's total years of employment, if less)
           shall have a Separation  Year in such calendar  year.  However,  such
           Separation Year shall be ignored if the Employee  remains employed by
           the  Employer  and the  Employee's  Compensation  returns  to a level
           comparable to the Employee's  Compensation  immediately prior to such
           Separation Year.

      Top Paid Group shall mean the top 20% of all Employees ranked on the basis
of  Compensation  received from the Employer  during the  applicable  year.  The
number of  employees  in the Top Paid  Group  shall be  determined  by  ignoring
employees who are non-resident aliens, Employees who do not perform services for
the Employer  during the applicable  year,  Employees who do not satisfy the age
and service exclusion provided in applicable Treasury  Regulations and Employees
who are covered by a collective  bargaining  agreement as provided in applicable
Treasury Regulations.

13.5 Other Methods  Permissible.  To the extent permitted by the Code,  judicial
decisions,  Treasury  Regulations  and IRS  pronouncements,  the  Committee  may
<PAGE>

(without  further  amendment  to this Plan) take such other steps and actions or
adopt such  other  methods or  procedures  (in  addition  to those  methods  and
procedures  described  in this  Article 13) to  determine  and  identify  Highly
Compensated   Employees   (including   adopting   alternative   definitions   of
Compensation which satisfy Code Section 414(q)(7) and are uniformly applied).

<PAGE>


                                   ARTICLE 14
                                MAXIMUM BENEFITS

14.1  General Rule.

      (a)  Notwithstanding  any other  provision of this Plan, for any Plan Year
beginning on or after January 1, 1995, the Annual  Additions to a  Participant's
Account,  when combined with the Annual Additions to the  Participant's  Account
under all other Qualified individual account plans maintained by the Employer or
its  Affiliates  shall not exceed the lesser of (i) $30,000 or (ii)  twenty-five
percent (25%) of the Participant's Compensation for such Plan Year (the "maximum
permissible amount").

      (b) The Employer  hereby elects that the  Limitation  Year for purposes of
Code Section 415 shall be the Plan Year.

      (c) For  purposes  of  determining  the  limit on Annual  Additions  under
paragraph  (a) of this Section,  the dollar limit  described  therein  ($30,000)
shall be increased for each Plan Year to the extent permitted by law.

      (d) If, as a result of (1) a reasonable error in determining the amount of
Pre-Tax Contributions that may be made with respect to any Participant under the
limits of this Section, (2) an allocation of forfeitures, (3) a reasonable error
in  estimating  a  Participant's  annual  Compensation,  or (4) other  facts and
circumstances  with  respect to which the rules of Treasury  Regulation  Section
1.415-6(b)(6) are available,  the Annual Additions  allocated to a Participant's
Account exceeds the maximum permissible amount for a Limitation Year, the excess
("Excess  Amount") will be disposed of in the manner described by one or more of
the following:

          (1) Such  portion  of the  Excess  Amount  which  consists  of Pre-Tax
     Contributions  and the earnings thereon will be distributed to the affected
     Participant:

          (2) If the  Participant  is  covered  by the  Plan  at the  end of the
     Limitation  Year,  the Excess Amount in the  Participant's  Account will be
     used  to  reduce  Employer  Contributions   (including  any  allocation  of
     Forfeitures)  for such  Participant in the next  Limitation  Year, and each
     succeeding Limitation Year if necessary;

          (3) The Excess Amount will be held unallocated in a suspense  account.
     The suspense account will be applied to reduce Employer  Contributions  for
     all
<PAGE>

     remaining  Participants  in the next  Limitation  Year, and each succeeding
     Limitation Year, if necessary;

          (4) The Excess  Amount  will be  allocated  and  reallocated  to other
     eligible  Participants  in  the  Plan;  provided,   however,  that  if  the
     allocation or reallocation of the Excess Amount causes the Annual Additions
     (including  the  reallocation  of the Excess  Amount) to exceed the maximum
     permissible  amount with  respect to each  Participant  for the  Limitation
     Year,  then the  Excess  Amount,  or the  portion  remaining,  will be held
     unallocated  in a suspense  account and  allocated and  reallocated  to the
     Accounts of all eligible  Participants  (subject to the limitations of this
     Section)  for the next (or if  necessary,  subsequent)  Limitation  Year(s)
     before any  Employer or Employee  Contribution  may be made to the Plan for
     that Limitation Year(s).

          (5) If a  suspense  account  is in  existence  at any  time  during  a
     Limitation  Year pursuant to this Section,  it will not  participate in the
     allocation  of the  Trust's  investment  gains and  losses.  If a  suspense
     account is in existence at any time during a  particular  Limitation  Year,
     all amounts in the suspense  account must be allocated and  reallocated  to
     Participants' Accounts before any contributions may be made to the Plan for
     that  Limitation  Year.  Excess  Amounts  (other than Excess  Amounts which
     consist  of  Pre-Tax   Contributions  and  earnings  thereon)  may  not  be
     distributed  to  Participants  or  Former  Participants.  In the  event  of
     termination of the Plan, the suspense  account shall revert to the Employer
     to the extent it may not then be allocated to any Participant's Account.

      (e)  If  the  Participant  is  covered  under  another  qualified  defined
contribution  plan  maintained by an Employer  during any  limitation  year, the
annual  additions  which may be credited to a  Participant's  account under this
Plan for any such  limitation  year  shall not exceed  the  maximum  permissible
amount reduced by the annual additions credited to a Participant's account under
all such plans for the same limitation year. If a Participant's annual additions
under  this Plan and such other  plans  would  result in an excess  amount for a
limitation  year,  the  excess  amount  will be deemed to  consist of the annual
additions last allocated (and for this purpose,  Employer Contributions shall be
deemed to be allocated  after  Pre-Tax  Contributions).  If an excess  amount is
<PAGE>

allocated to a Participant  on an allocation  date of this Plan which  coincides
with an allocation  date of another plan,  the excess amount  attributed to this
Plan will be the product of

          (1) the total excess amount as of such date, multiplied by

          (2) the ratio of (A) the annual additions allocated to the Participant
     for the  limitation  year as of such date  under this Plan to (B) the total
     annual additions allocated to the Participant for the limitation year as of
     such date under this and all the other qualified defined contribution plans
     maintained by the Employer.

      Any excess  amount  attributed to this Plan will be disposed in the manner
described in this Section 14.1 above.

14.2 Definitions. For the purposes of this Article 14, the following definitions
shall apply:

      (a)  Annual Addition shall mean the sum of:

                (1)  Pre-Tax Contributions;

                (2)  Employer Contributions;

                (3)  Forfeitures; and

                (4) Amounts described in Code Sections 415(l)(1) and 419A(d)(2).

           Annual  Additions  shall not  include  any  amounts  credited  to the
           Participant's Account resulting from Rollover Contributions.

      (b)  Affiliates  shall have that  meaning  contained in Article 2 except
that for purposes of  determining  who is an Affiliate  the phrase "more than 50
percent" shall be substituted for the phrase "at least 80 percent" each place it
appears in Code Section 1563(a)(1).

      (c)  Compensation shall have the same meaning as defined in Article 13.

<PAGE>

                                   ARTICLE 15
                                 TOP HEAVY RULES

15.1 General.  The provisions of this Article of the Plan shall become effective
in any Plan  Year in which  the Plan is  determined  to be Top  Heavy  and shall
supersede any conflicting provision of this Plan.

15.2  Definitions.

      (a) Top Heavy. The Plan shall be Top Heavy for the Plan Year if, as of the
Valuation Date which  coincides with or immediately  precedes the  Determination
Date, the value of the Participant  Accounts of Key Employees exceeds 60% of the
value of all Participant Accounts. If the Employer maintains more than one plan,
all plans in which any Key Employee participates and all plans which enable this
Plan to satisfy the anti-discrimination  requirements of Code Sections 401(a)(4)
and 410 must be combined with this Plan ("Required  Aggregation  Group") for the
purposes of applying the 60% test  described in the  preceding  sentence.  Plans
maintained by the Employer which are not in the required  aggregation  group may
be  combined  at the  Employer's  election  with this Plan for the  purposes  of
determining Top Heavy status if the combined plan satisfies the  requirements of
Code Section 401(a)(4) and 410 ("Permissive  Aggregation Group"). In determining
the value of Participant  Accounts,  all distributions made during the five-year
period ending on the  Determination  Date shall be included and any  unallocated
Employer Contributions or forfeitures attributable to the Plan Year in which the
Determination Date falls shall also be included. The Account of (i) any Employee
who at one time was a Key  Employee but who is not a Key Employee for any of the
five Plan Years ending on the Determination  Date; and (ii) any Employee who has
not performed services for the Employer or a related employer maintaining a plan
in the  aggregation  group for the five Plan Years  ending on the  Determination
Date, shall be disregarded in determining Top Heavy status.

      If the  Employer  maintains  a defined  benefit  plan during the Plan Year
which is subject to  aggregation  with this Plan,  the 60% test shall be applied
after calculating the present value of the Participants'  accrued benefits under
the defined benefit plan in accordance with the rules set forth in that plan and
combining  the present  value of such accrued  benefits  with the  Participant's
account balances under this Plan.

      Solely  for the  purpose  of  determining  if the Plan,  or any other plan
included in the Required  Aggregation Group, is Top-Heavy,  a Non-Key Employee's
accrued  benefit in a defined  benefit  plan shall be  determined  under (i) the
method,  if any, that  uniformly  applies for accrual  purposes  under all plans
maintained  by the  Affiliates,  or (ii) if there is no such method,  as if such
<PAGE>

benefit  accrued not more rapidly than the slowest  accrual rate permitted under
the fractional accrual rate of Code Section 411(b)(1)(C).

      (b) Key Employee.  Any employee of the Employer who,  during the Plan Year
or the four preceding Plan Years was an officer receiving Compensation in excess
of 50% of the  limit  described  in Code  Section  415(b)(1)(A),  one of the ten
employees  of the  Employer  owning the largest  interests  in the  Employer and
receiving  Compensation  equal to or greater than the dollar limit  described in
Code Section  415(c)(1)(A),  a greater than 5% owner of the Employer,  a greater
than 1% owner of the Employer receiving  Compensation in excess of $150,000,  or
the  Beneficiary  of  a  Key  Employee.   The  Code  Section   415(b)(1)(A)  and
415(c)(1)(A) limits referred to in the preceding sentence shall be the specified
dollar limit plus any increases reflecting cost of living adjustments  specified
by the Secretary of the Treasury.

      (c)  Determination  Date.  The  last  day of  the  Plan  Year  immediately
preceding the Plan Year for which Top Heavy status is determined.  For the first
Plan Year, the Determination Date shall be the last day of the first Plan Year.

      (d) Non-Key Employee. Any Participant who is not a Key Employee.

      (e)  Employer.  The term  "Employer"  shall  include any Affiliate of such
Employer.

      (f)  Compensation.  The term  "Compensation"  shall  have that  meaning as
defined in Article 13.

15.3  Minimum Benefit.

      (a) Except as provided  below,  the  Employer  Contributions  allocated on
behalf  of  any  Non-Key  Employee  who  is  employed  by  the  Employer  on the
Determination  Date shall not be less than the lesser of (i) 3% of such  Non-Key
Employee's Compensation or (ii) the largest percentage of Employer Contributions
and Pre-Tax Contributions,  as a percentage of the Key Employee's  Compensation,
allocated  on  behalf  of  any  Key   Employee  for  such  Plan  Year.   Pre-Tax
Contributions  allocated  to the  Accounts  of  Non-Key  Employees  shall not be
considered in  determining  whether a Non-Key  Employee has received the minimum
contribution required by this Section 15.3.

      (b) The minimum  allocation  is  determined  without  regard to any Social
Security   contribution  and  shall  be  made  even  though,  under  other  Plan
provisions,  the Non-Key Employee would have received a lesser  allocation or no
allocation  for the Plan Year  because  of the  Non-Key  Employee's  failure  to
complete  1,000  Hours  of  Service,  his  failure  to make  mandatory  employee
contributions, or his earning compensation less than a stated amount.
<PAGE>


      (c) If the Employer  maintains a defined  benefit plan in addition to this
Plan, the minimum  contribution and benefit requirements for both plans in a Top
Heavy Plan Year may be satisfied by an allocation of Employer  Contributions  to
the  Account  of  each  Non-Key  Employee  in the  amount  of 5% of the  Non-Key
Employee's compensation.


<PAGE>


                                   ARTICLE 16
                                  MISCELLANEOUS


16.1 Headings. The headings and sub-headings in this Plan have been inserted for
convenience of reference only and are to be ignored in any  construction  of the
provisions hereof.

16.2 Action by Employer.  Any action by an Employer  under this Plan shall be by
resolution  of  its  Board  of  Directors,  or by any  person  or  persons  duly
authorized by resolution of said Board to take such action.

16.3 Spendthrift  Clause.  Except as otherwise required by a "qualified domestic
relations  order" as  defined  in Code  Section  414(p),  none of the  benefits,
payments,  proceeds  or  distributions  under  this Plan shall be subject to the
claim of any creditor of any Participant or Beneficiary, or to any legal process
by any creditor of such Participant or Beneficiary,  and none of them shall have
any  right to  alienate,  commute,  anticipate  or assign  any of the  benefits,
payments,  proceeds  or  distributions  under  this Plan  except  for the extent
expressly provided herein to the contrary.

16.4  Distributions Upon Special Occurrences.

      (a)  Subject  to  Section  11.3,  Pre-Tax  Contributions  and  any  income
attributable   thereto,   shall  be   distributed  to   Participants   or  their
Beneficiaries  in a single lump sum as soon as  administratively  feasible after
the  termination  of the  Plan,  provided  that  neither  the  Employer  nor its
Affiliates maintain a successor plan.

      (b) The  provisions  of this  Section 16.4  including  the  definition  of
"successor   plan"   shall  be   governed   by   Treasury   Regulation   Section
1.401(k)-1(d)(1)(iii) or any successor Treasury Regulation thereto.

      (c) The Distribution of a Participant's  Pre-Tax Contribution Account will
occur  under this  Section  16.4 (as well as under this Plan) only to the extent
such  Distribution  satisfies  the  distribution  requirements  of Code  Section
401(k).

16.5 Discrimination.  The Employer, the Committee, Trustee and all other persons
involved in the  administration  and operation of the Plan shall  administer and
operate the Plan and Fund in a uniform and consistent manner with respect to all
Participants  similarly situated and shall not permit discrimination in favor of
Highly Compensated Employees.

16.6 Release.  Any payment to a Participant,  Former Participant or Beneficiary,
or to their legal  representatives,  in accordance  with the  provisions of this
Plan,  shall  to the  extent  thereof  be in  full  satisfaction  of all  claims
<PAGE>

hereunder against the Trustee,  Plan Administrator,  Committee and the Employer,
any of whom may require such Participant,  Former Participant,  Beneficiary,  or
legal  representative,  as a condition  precedent to such payment,  to execute a
receipt and release therefor in such form as shall be determined by the Trustee,
the Committee, or the Employer, as the case may be.

16.7   Compliance  with   Applicable   Laws.  The  Company,   through  the  Plan
Administrator,  shall  interpret and administer the Plan in such manner that the
Plan and Trust shall remain in compliance  with the Code,  with the Act, and all
other applicable laws, regulations, and rulings.

16.8 Agent for Service of Process. The agent for service of process of this Plan
shall be the  person  listed  from time to time in the  current  records  of the
Secretary  of State of Idaho as the agent for the  service  of  process  for the
Company.

16.9 Merger.  In the event of any merger or  consolidation  of the Plan with any
other  Plan,  or the  transfer of assets or  liabilities  by the Plan to another
Plan, each Participant must receive (assuming that the Plan would terminate) the
benefit immediately after the merger, consolidation,  or transfer which is equal
to or greater  than the benefit  such  Participant  would have been  entitled to
receive immediately before the merger, consolidation, or transfer (assuming that
the Plan had then terminated),  provided such merger, consolidation, or transfer
took place after the date of enactment of the Act.

16.10  Governing  Law.  The Plan shall be  governed  by the laws of the State of
Idaho to the extent that such laws are not preempted by Federal law.

16.11 Adoption of the Plan by an Affiliated Sponsor.

      (a) The Committee shall determine which employers shall become  Affiliated
Sponsors  within the terms of the Plan.  In order for the Committee to designate
an Employer as an Affiliated Sponsor, the Committee must approve the addition of
the  Affiliated  Sponsor's  identity  to  Schedule  A  (which  approval  may  be
retroactive to an earlier  effective  date). The Committee may also specify such
terms and  conditions  pertaining to the adoption of the Plan by the  Affiliated
Sponsor as the Committee deems  appropriate.  With the Committee's  consent,  an
Affiliated  Sponsor  may  limit  participation  in the  Plan to  certain  of its
Employees.

      (b)  The  Plan of the  Affiliated  Sponsor  and of the  Company  shall  be
considered   a  single  plan  for  purposes  of  Treasury   Regulation   Section
1.414(1)-1(b)(1).  All assets  contributed to the Plan by the Affiliated Sponsor
shall be held in a single  fund  together  with the  assets  contributed  by the
Company (and with the assets of any other Affiliated  Sponsors);  and so long as
the  Affiliated  Sponsor  continues to be designated as such, all assets held in
such  fund  shall  be  available  to  pay  benefits  to  all   Participants  and
Beneficiaries  covered by the Plan  irrespective  of whether such  Employees are
<PAGE>

employed by the Company or by the Affiliated  Sponsor.  Nothing contained herein
shall be construed to prohibit the separate  accounting of assets contributed by
the Company and the  Affiliated  Sponsors  for  purposes of cost  allocation  if
directed  by the  Committee  or the holding of Plan assets in more than one Fund
with more than one Trustee.

      (c) So long as the  Affiliated  Sponsor's  designation  as such remains in
effect,  the Affiliated Sponsor shall be bound by, and subject to all provisions
of the Plan and Trust Agreement. The exclusive authority to amend the Plan shall
be shared by the Board and the  Authorized  Officer (see Article 10),  while the
Authorized Officer shall have exclusive  authority to amend the Trust Agreement.
No  Affiliated  Sponsor  shall  have any  right to amend  the Plan or the  Trust
Agreement.  Any amendment to the Plan or Trust Agreement adopted by the Board or
the Authorized  Officer shall be binding upon every  Affiliated  Sponsor without
further action by such Affiliated Sponsor.

      (d) Each  Affiliated  Sponsor  shall be solely  responsible  for making an
Employer  Contribution with respect to its Employees and solely  responsible for
making any contribution  required by Article 15.  Furthermore,  if an Affiliated
Sponsor determines to make a Qualified Nonelective Contribution on behalf of its
Employees,  such Affiliated  Sponsor shall be solely responsible for making such
contribution.  Neither the Company nor any other Affiliated Sponsor is obligated
to make a Qualified  Nonelective  Contribution  on behalf of the  Employees of a
different Affiliated Sponsor.

      (e) The Company and each Affiliated  Sponsor which is an Affiliate will be
tested on a combined basis to determine  whether the Company and such Affiliated
Sponsors satisfy the Average Actual Deferral  Percentage Test and Average Actual
Contribution  Percentage  Test  described in Article 12. An  Affiliated  Sponsor
which is not an Affiliate shall be tested  separately from the Company and those
Affiliated  Sponsors  that are  Affiliates  for purposes of the ADP and ACP test
described in Article 12.

      (f) No  Affiliated  Sponsor other than the Company shall have the right to
terminate the Plan.  However,  any Affiliated Sponsor may withdraw from the Plan
by action of its board of  directors  provided  such action is  communicated  in
writing to the  Committee.  The  withdrawal  of an  Affiliated  Sponsor shall be
effective as of the last day of the Plan Year following receipt of the notice of
withdrawal  (unless the Committee  consents to a different  effective  date). In
addition,  the Committee may terminate the designation of an Affiliated  Sponsor
to be effective on such date as the  Committee  specifies.  Any such  Affiliated
Sponsor  which ceases to be an  Affiliated  Sponsor shall be liable for all cost
accrued  through the effective  date of its  withdrawal or  termination  and any
contributions owing as a result of Pre-Tax Contributions by its Employees or any
other  contribution  as provided in paragraphs  (d) and (e). In the event of the
withdrawal  or  termination  of  an  Affiliated  Sponsor  as  provided  in  this
<PAGE>

paragraph,  such Affiliated Sponsor shall have no right to direct that assets of
the Plan be  transferred  to a successor  plan for its  Employees  unless such a
transfer is approved by the Committee in its sole discretion.

16.12 Protected Benefits. Early retirement benefits,  retirement-type subsidies,
or optional forms of benefits  protected under Code Section  411(d)(6) shall not
be reduced or eliminated unless such reduction or elimination is permitted under
the  Code,  Treasury  Regulations,  authority  issued  by the  Internal  Revenue
Service, or judicial authority.

16.13 Location of Participant or Beneficiary  Unknown.  In the event that all or
any portion of the distribution payable to a Participant,  Former Participant or
his  Beneficiary  shall  remain  unpaid  solely  by  reason  of the  Committee's
inability to ascertain the whereabouts of such Participant,  Former  Participant
or Beneficiary,  the amount unpaid shall be forfeited.  However, such forfeiture
shall not occur until five (5) years after the amount first became payable.  The
Committee  shall  make a  diligent  effort to  locate  the  Participant,  Former
Participant or Beneficiary.  In the event a Participant,  Former  Participant or
Beneficiary is located  subsequent to his benefit being forfeited,  such benefit
shall be restored and distributed.

16.14 Qualified Military Service.  Notwithstanding any provision of this Plan to
the contrary,  effective as of December 12, 1994,  contributions,  benefits, and
service  credit with respect to qualified  military  service will be provided in
accordance with Section 414(u) of the Internal Revenue Code.

16.15 Not Contract for Employment.  Participation in the Plan shall not give any
Employee  the  right to be  retained  in the  Employer's  employ,  nor shall any
Employee,  upon dismissal from or voluntary termination of his employment,  have
any right or interest in the Fund, except as herein provided.

16.16 Special Rules for Permanent and Total Disability. Effective for Plan Years
beginning on or after January 1, 1997, if the Plan provides for the continuation
of  contributions  for  a  fixed  or  determinable   period  on  behalf  of  all
Participants who are Permanently  Disabled,  the Employer may make contributions
on behalf of such Employees including Highly Compensated Employees without first
making the election required by section 414(c)(3)(C)(iii) of the Code.

16.17  Protection of Optional  Forms of Benefit for Money  Purchase Plan Assets.
Notwithstanding  any provision of this Plan to the contrary,  to the extent that
any optional form of benefit under this Plan permits a Distribution prior to the
Employee's  Retirement,  death,  Permanent Disability,  or Termination Date, and
prior to Plan  termination,  the optional form of benefit is not available  with
respect to benefits attributable to assets (including the post-transfer earnings
thereon) and  liabilities  that are  transferred,  within the meaning of Section
<PAGE>

414(l) of the Code, to this Plan from a money  purchase  pension plan  qualified
under  Section  401(a) of the Code (other  than any portion of those  assets and
liabilities attributable to voluntary employee contributions).

<PAGE>


      IN WITNESS  WHEREOF,  the Company has caused this Plan to be duly executed
on the date indicated below, but effective as of January 1, 2000.

                               MICRON ELECTRONICS, INC.



                              /s/ JoAnne S. Pfeifer
                              -------------------------------------
                              By:    JoAnne S. Pfeifer
                                     ------------------------------
                              Its:   Vice President, Administration
                                     ------------------------------
                                     Corporate Secretary
                                     ------------------------------
                              Date:  December 30, 1999
                                     ------------------------------


<PAGE>
<TABLE>
<CAPTION>

                       SCHEDULE A
                   AFFILIATED SPONSORS

           Name                 Effective Date of Affiliation
-------------------------------------------------------------
<S>                                    <C>

Micron PC, Inc.                        November 22, 1998
Micron Commercial Computer             November 22, 1998
Systems, Inc.
Micron Government Computer             November 22, 1998
Systems, Inc.
Micron Computer Services,              November 22, 1998
Inc.
Micron  PC Web Services,               June 15, 1999
Inc.
Micron Internet Services,              September 3, 1999
Inc.
Micron Electronics (H.K.)              January 1, 1999
Ltd. (expatriates only)
Micron Electronics Asia -              January 1, 1999
Pacific Trading Ltd.
(expatriates only)
MEI California, Inc.                   November 22, 1998
SpecTek LLC                            November 22, 1998
NetLimited, Inc. d/b/a                 January 1, 2000
HostPro
LightRealm, Inc.                       January 1, 2000

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                   SCHEDULE B
                              PREDECESSOR EMPLOYERS
                           AND PRIOR EMPLOYER ACCOUNTS

  Predecessor      Date of           Special Rules
    Employer     Acquisition
--------------------------------------------------------------------------------
<S>              <C>         <C>
NetFRAME         August 28,  1.    Background.  On August 28, 1997, Micron
Systems             1997     Electronics, Inc. (referred to as MEI in this
Incorporated                 Schedule   B)  through   its  wholly   owned
                             subsidiary,  Payette Acquisition Corp., merged into
                             NetFRAME   Systems    Incorporated    ("NetFRAME").
                             Immediately   following   the   merger   ("NetFRAME
                             Merger"),  Payette  Acquisition  Corp.  changed its
                             name to NetFRAME Systems Incorporated with NetFRAME
                             remaining as a wholly owned subsidiary of MEI.

                             Following the NetFRAME merger,  NetFRAME  employees
                             continued to  participate  in the NetFRAME  Systems
                             Incorporated  Savings and Investment Plan and Trust
                             ("NetFRAME  Plan").  As of  January  1,  1998,  the
                             NetFRAME Plan was merged with and into this Plan.

                             2.   Eligibility   for   Employee    Contributions.
                             Effective  January  1, 1998,  any  current or prior
                             NetFRAME  employee who was an eligible  participant
                             in  the   NetFRAME   Plan  on  December   31,  1997
                             ("NetFRAME  Participant")  and  who is an  Employee
                             under this Plan as of  January  1,  1998,  shall be
                             eligible to make Pre-Tax and Rollover Contributions
                             under this Plan as of  January  1, 1998.  All other
                             NetFRAME employees will be eligible to make Pre-Tax
                             and  rollover  contributions  upon  satisfying  the
                             requirements  of Article 4 (determined  by counting
                             Hours of Service as defined in this Schedule B).
<PAGE>


                             3.  Eligibility  for  Employer  Contributions.  Any
                             NetFRAME Participant who worked 1,000 or more Hours
                             of  Service  (as  defined in this  Schedule  B) for
                             NetFRAME  during  1997,  shall  be  deemed  to have
                             satisfied the 1,000 Hours of Service requirement to
                             the  extent   the  hours  of   service   method  is
                             applicable   to  the   determination   of  Credited
                             Service.  All  other  NetFRAME   Participants  will
                             satisfy the 1,000 Hours of Service requirement,  to
                             the extent applicable, upon the completion of 1,000
                             Hours of Service  counting hours worked both before
                             and after January 1, 1998 (determined in accordance
                             with the Hours of Service  definition  set forth in
                             this Schedule B.

                             4.  Hours of  Service.  In  determining  whether  a
                             NetFRAME  employee has earned  sufficient  Hours of
                             Service   under   this   Plan   to   make   Pre-Tax
                             Contributions  or to  have  Employer  Contributions
                             made on his or her behalf,  the  NetFRAME  employee
                             shall be deemed  to have  earned  190 hours  during
                             each month in which the  NetFRAME  employee  worked
                             one or more Hours of Service for NetFRAME  prior to
                             January   1,   1998.   However,   only   continuous
                             employment  with NetFRAME prior to January 1, 1998,
                             will  be  considered  (i.e.,  service  prior  to an
                             employment  break  shall be  ignored).  On or after
                             January 1, 1998, only actual Hours of Service shall
                             be considered.

                             5.  Special   Vesting  Rules.   The  NetFRAME  Plan
                             provided  automatic 100% vesting.  This Plan uses a
                             graded vesting schedule (see Section  7.4(c)).  The
                             graded  vesting  schedule of Section  7.4(c)  shall
                             apply  to all  NetFRAME  Participants  who had less
                             than 3 years of vesting  service under the NetFRAME
                             Plan as of January 1, 1998. A NetFRAME  Participant
                             earned  one year of vesting  service  for each Plan
                             Year (as defined in the NetFRAME Plan) in which the
                             NetFRAME  Participant earned 1,000 or more Hours of
                             Service (as defined in this  Schedule B). All other
                             NetFRAME Participants shall be 100% vested in their
                             account balances under this Plan.
<PAGE>


                             6. Special  Distribution  Rules.  The NetFRAME Plan
                             allowed  participants  in  that  plan  to  elect  a
                             distribution  in the  form of  monthly,  quarterly,
                             semi-annual   or   annual   period   certain   cash
                             installments.  The period  over which such  payment
                             may be made cannot extend beyond the  Participant's
                             life  expectancy  (or the  life  expectancy  of the
                             Participant  and his  designated  Beneficiary).  In
                             addition,   such  installment   payments  shall  be
                             subject to other  restrictions  imposed by law such
                             as the incidental benefit  requirement of Prop Reg.
                             ss. 1.401(a)(9)-2.  Only the NetFRAME Participant's
                             12/31/97  account  balance (as well as any earnings
                             on such account  balance) may be  distributed as an
                             installment  payment. The remainder of the NetFRAME
                             Participant's  account  balance shall be subject to
                             the distribution  options set forth in Section 8.2.
                             The Plan's  recordkeeper is authorized to establish
                             such accounts or  sub-accounts  as may be necessary
                             to separately  account for the 12/31/97  portion of
                             the NetFRAME Participant's account balance.

                             7. Loans. The NetFRAME Plan allowed participants to
                             make loans under that plan.  NetFRAME  Participants
                             who had loans under the  NetFRAME  Plan on December
                             31, 1997 shall have such loans  transferred to this
                             Plan as part of the plan  merger.  Such loans shall
                             continue to be subject to the promissory  notes and
                             loan rules in effect on December 31, 1997 (i.e. the
                             NetFRAME Plan provisions)or as subsequently amended
                             by MEI and as reflected in this Schedule B.
                             However, no additional loans shall be made under
                             this Plan.

NetLimited, Inc. August 2,   Vesting Service shall be credited from an
d/b/a HostPro    1999        Employee's initial date of hire with NetLimited,
                             Inc. d/b/a HostPro.

LightRealm, Inc. December    Vesting   Service   shall  be   credited   from  an
                 14, 1999    Employee's  initial  date of hire  with  LightRealm
                             Inc.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                   SCHEDULE C
RULES APPLICABLE TO EMPLOYER MATCHING CONTRIBUTIONS
<S>                <C>                       <C>>
Plan Year          Uniform Percentage        Maximum
                   Match or Uniform          Contribution Cap
                   Dollar Match

1/1/00-12/31/00     100% of a Participant's  Greater of dollar-for
                    Pre-Tax Contributions    dollar on first 4% of
                                             Compensation for each
                                             Pay Date or $1,500
                                             for each Plan Year

</TABLE>

<PAGE>