<PAGE>

                                                                     EXHIBIT 4.2

                                MYLAN PUERTO RICO
                      PROFIT SHARING EMPLOYEE SAVINGS PLAN

<PAGE>

                                       -i-

                                TABLE OF CONTENTS

<TABLE>
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                                                                                  Page
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ARTICLE I - DEFINITIONS.........................................................    2

ARTICLE II - ADMINISTRATION.....................................................   12
          2.1  POWERS AND RESPONSIBILITIES OF THE SPONSOR.......................   12
          2.2  DESIGNATION OF ADMINISTRATIVE AUTHORITY..........................   13
          2.3  POWERS AND DUTIES OF THE ADMINISTRATOR...........................   13
          2.4  RECORDS AND REPORTS..............................................   15
          2.5  APPOINTMENT OF ADVISERS..........................................   15
          2.6  PAYMENT OF EXPENSES..............................................   16
          2.7  CLAIMS PROCEDURE.................................................   16
          2.8  CLAIMS REVIEW PROCEDURE..........................................   17

ARTICLE III - ELIGIBILITY.......................................................   17
          3.1  CONDITIONS OF ELIGIBILITY........................................   17
          3.2  EFFECTIVE DATE OF PARTICIPATION..................................   18
          3.3  DETERMINATION OF ELIGIBILITY.....................................   18
          3.4  TERMINATION OF ELIGIBILITY.......................................   18
          3.5  OMISSION OF ELIGIBLE EMPLOYEE....................................   18
          3.6  INCLUSION OF INELIGIBLE EMPLOYEE.................................   19

ARTICLE IV - CONTRIBUTION AND ALLOCATION........................................   19
          4.1  FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION....................   19
          4.2  PARTICIPANT'S SALARY REDUCTION ELECTION..........................   20
          4-3  TIME OF PAYMENT OF EMPLOYER CONTRIBUTION.........................   25
          4.4  ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS.............   25
          4.5  ACTUAL DEFERRAL PERCENTAGE TESTS.................................   27
          4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS...................   29
          4.7  TRANSFERS FROM QUALIFIED PLANS...................................   31
          4.8  VOLUNTARY CONTRIBUTIONS..........................................   33
          4.9  DIRECTED INVESTMENT ACCOUNT......................................   34

ARTICLE V - VALUATIONS..........................................................   36
          5.1  VALUATION OF THE TRUST FUND......................................   36
          5.2  METHOD OF VALUATION..............................................   36

ARTICLE VI - DETERMINATION AND DISTRIBUTION OF BENEFITS.........................   37
          6.1  DETERMINATION OF BENEFITS UPON RETIREMENT........................   37
          6.2  DETERMINATION OF BENEFITS UPON DEATH.............................   37
          6.3  DETERMINATION OF BENEFITS IN EVENT OF DISABILITY.................   39
          6.4  DETERMINATION OF BENEFITS UPON TERMINATION.......................   39
          6.5  DISTRIBUTION OF BENEFITS.........................................   43
</TABLE>

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                                      -ii-

<TABLE>
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          6.6  DISTRIBUTION OF BENEFITS UPON DEATH..............................   46
          6.7  TIME OF SEGREGATION OR DISTRIBUTION..............................   46
          6.8  DISTRIBUTION FOR MINOR BENEFICIARY...............................   47
          6.9  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN...................   47
          6.10 PRE-RETIREMENT DISTRIBUTION......................................   47
          6.11 ADVANCE DISTRIBUTION FOR HARDSHIP................................   48
          6.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION..................   50
          6.13 DIRECT ROLLOVER..................................................   51

ARTICLE VII - AMENDMENT, TERMINATION, MERGERS AND LOANS.........................   51
          7.1  AMENDMENT........................................................   51
          7.2  TERMINATION......................................................   52
          7.3  MERGER OR CONSOLIDATION..........................................   53
          7.4  LOANS TO PARTICIPANTS............................................   53

ARTICLE VIII - MISCELLANEOUS....................................................   54
          8.1  PARTICIPANT'S RIGHTS.............................................   54
          3.1  ALIENATION.......................................................   54
          3.2  CONSTRUCTION OF PLAN.............................................   56
          8.1  GENDER AND NUMBER................................................   56
          8.2  LEGAL ACTION.....................................................   56
          8.3  PROHIBITION AGAINST DIVERSION OF FUNDS...........................   56
          8.7  BONDING..........................................................   57
          8.8  SPONSOR'S, EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE............   57
          9.9  INSURER'S PROTECTIVE CLAUSE......................................   57
          8.10 RECEIPT AND RELEASE FOR PAYMENTS.................................   58
          8.11 ACTION BY THE SPONSOR OR THE EMPLOYER............................   58
          8.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY...............   58
          8.13 HEADINGS.........................................................   59
          8.11 APPROVAL BY TAXING AUTHORITY.....................................   59
          3.15 UNIFORMITY.......................................................   60

ARTICLE IX - PARTICIPATING EMPLOYERS............................................   60
          9.1  ADOPTION BY OTHER EMPLOYERS......................................   60
          9.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS..........................   60
          9.3  DESIGNATION OF AGENT.............................................   61
          9.4  EMPLOYEE TRANSFERS...............................................   61
          9.5  PARTICIPATING EMPLOYER CONTRIBUTION..............................   61
          9.6  AMENDMENT........................................................   62
          9.7  DISCONTINUANCE OF PARTICIPATION..................................   62
          9.8  ADMINISTRATOR'S AUTHORITY........................................   62
</TABLE>

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                                      -iii-

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ARTICLE X - PARTICIPANT LOAN PROGRAM............................................    i

SCHEDULE 10.1 - PARTICIPATING EMPLOYERS.........................................   iv
</TABLE>

<PAGE>

                               MYLAN, PUERTO RICO
                      PROFIT SHARING EMPLOYEE SAVINGS PLAN

                  THIS PLAN, hereby adopted this April 1st day of 2001, by Mylan
Laboratories Inc. (the "Sponsor").

                              W I T N E S S E T H:

         WHEREAS, the Sponsor established and maintains the Mylan Laboratories
Inc., Mylan Profit Sharing 401(k) Plan (the "Parent's Plan"); and

         WHEREAS, the Mylan, Inc. (the "Employer") previously was a
participating employer under the Parent's Plan; and

         WHEREAS, the Sponsor amended and restated the Parent's Plan as of April
1, 2000, at which time the plan was amended, among other things, to add United
States Internal Revenue Code of 1986 ("Code") Sections 401(k) and (m) features,
to provide for participant direction of accounts and to redesignate it as the
Mylan Profit Sharing 401(k) Plan; and

         WHEREAS, the Employer chose to end participation under the Parent's
Plan effective as of April 1, 2000 upon that plan's amendment and restatement;
and

         WHEREAS, effective April 1, 2000, the Sponsor adopted this Plan, a plan
substantially in the form of the Parent's Plan as that plan existed prior to its
amendment and restatement made effective as of April 1, 2000; and

         WHEREAS, the assets and liabilities of the Parent's Plan related to the
Participant's of the Employer and Mylan Caribe Inc. were transferred to this
Plan, effective as of April 1, 2000; and

         WHEREAS, the Sponsor now desires to amend and restate this Plan, among
other things, to add a cash or deferred arrangement under Section 1165(e) of the
Puerto Rico Internal Revenue Code of 1994, as amended (the "PR-Code"), to
provide for participant direction of accounts, and to limit all distributions
solely to the lump sum form; and

         WHEREAS, under the terms of the Plan, the Sponsor has the ability to
amend the Plan, provided the Trustee joins in such amendment if the provisions
of the Plan affecting the Trustee are amended;

         NOW, THEREFORE, generally effective April 1, 2001, except as otherwise
provided, the Sponsor in accordance with the provisions

<PAGE>

                                       -2-

of the Plan pertaining to amendments thereof hereby amends the Plan in its
entirety and restates the Plan to provide as follows:

                                    ARTICLE I
                                   DEFINITIONS

         1.1 "ACT" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

         1.2 "Administrator" means the Sponsor unless another person or entity
has been designated by the Sponsor pursuant to Section 2.2 to administer the
Plan on behalf of the Sponsor.

         1.3 "AFFILIATED EMPLOYER" means any corporation which is a member of a
controlled group of corporations (as defined in Act Section 210(c)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Act Section 210(d)) with the Employer.

         1.4 "AGGREGATE ACCOUNT" means, with respect to each Participant, the
value of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 8.2.

         1.5 "ANNIVERSARY DATE" means December 31st.

         1.6 "ANNUITY STARTING DATE" means, with respect to any Participant, the
first day of the first period for which an amount is paid as an annuity or any
other form.

         1.7 "BENEFICIARY" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

         1.8 "CODE" means the United States Internal Revenue Code of 1986, as
amended or replaced from time to time.

         1.9 "COMPENSATION" with respect to any Participant means such
Participant's wages, salaries, fees for professional services and other amounts
received (without regard to whether or not an amount is paid in cash) for
personal services actually rendered in the course of employment with the
Employer maintaining the Plan to the extent that the amounts are includable in
gross income (including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips, bonuses, fringe benefits, and

<PAGE>

                                       -3-

reimbursements or other expense allowances under a nonaccountable plan for a
Plan Year.

                  Compensation shall exclude (a)(1) contributions made by the
Employer to a plan of deferred compensation to the extent that, the
contributions are not includable in the gross income of the Participant for the
taxable year in which contributed, (2) Employer contributions made on behalf of
an Employee to a simplified employee pension plan described in Code Section
408(k) to the extent such contributions are excludable from the Employee's gross
income, (3) any distributions from a plan of deferred compensation; (b) amounts
realized from the exercise of a non-qualified stock option, or when restricted
stock (or property) held by an Employee either becomes freely transferable or is
no longer subject to a substantial risk of forfeiture; (c) amounts realized from
the sale, exchange or other disposition of stock acquired under a qualified
stock option; (d) other amounts which receive special tax benefits, or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of any annuity contract described in Code
Section 403(b) (whether or not the contributions are actually excludable from
the gross income of the Employee); and (e) any of the following bonuses as
designated by the Employer or identified as such on the Employer's payroll
records (even if includable in gross income): holiday bonuses.

                  For purposes of this Section, the determination of
Compensation shall be made by:

                           (a)      excluding (even if includable in gross
                                    income) reimbursements or other expense
                                    allowances, fringe benefits (cash or
                                    noncash), moving expenses, deferred
                                    compensation, and welfare benefits.

                           (b)      including amounts which are contributed by
                                    the Employer pursuant to a salary reduction
                                    agreement and which are not includable in
                                    the gross income of the Participant under
                                    Code Sections 125, 402(e)(3), 402(h)(1)(B),
                                    403(b) or 457(b), and Employee contributions
                                    described in Code Section 414(h)(2) that are
                                    treated as Employer contributions.

                  For a Participant's initial year of participation,
Compensation shall be recognized as of such Employee's effective date of
participation pursuant to Section 3.2.

<PAGE>

                                       -4-

                  If, in connection with the adoption of this amendment and
restatement, the definition of Compensation has been modified, then, for Plan
Years prior to the Plan Year which includes the adoption date of this amendment
and restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

         1.10 "CONTRACT" or "POLICY" means any life insurance policy, retirement
income or annuity policy or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

         1.11 "DEFERRED COMPENSATION" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2.

         1.12 "DESIGNATED INVESTMENT ALTERNATIVE" means a specific investment
identified by name by a Fiduciary as an available investment under the Plan
which may be acquired or disposed of by the Trustee pursuant to the investment
direction by a Participant.

         1.13 "DIRECTED INVESTMENT OPTION" means one or more of the following:

                           (a)      a Designated Investment Alternative.

                           (b)      any other investment permitted by the Plan
                  and the Participant Direction Procedures and acquired or
                  disposed of by the Trustee pursuant to the investment
                  direction of a Participant.

         1.14 "EARLY RETIREMENT DATE" means the first day of the month (prior to
the Normal Retirement Date) coinciding with or following the date on which a
Participant or Former Participant attains age 55, and has completed at least 7
whole years of his Period of Service with the Employer (Early Retirement Age). A
Participant shall become fully Vested upon satisfying this requirement if still
employed at his Early Retirement Age.

                  A Former Participant who terminates employment after
satisfying the service requirement for Early Retirement and who thereafter
reaches the age requirement contained herein shall be entitled to receive his
benefits under this Plan.

         1.15 "ELECTIVE CONTRIBUTION" means the Employer contributions to the
Plan of Deferred Compensation. In addition, the Employer contribution made
pursuant to Section 4.l (b) and any Employer Qualified Non-Elective Contribution
made pursuant to Section 4.1(c) and Section 4.6(b) which is used to satisfy the
"Actual Deferral

<PAGE>

                                       -5-

Percentage" tests shall be considered an Elective Contribution for purposes of
the Plan. Any contributions deemed to be Elective Contributions (whether or not
used to satisfy the "Actual Deferral Percentage" tests) shall be subject to the
requirements of Sections 4.2(b) and 4.2(c).

         1.16 "ELIGIBLE EMPLOYEE" means any Employee, except for those groups of
employees identified in this Section as not eligible to participate in the Plan.

                  Employees who are ""leased employees" within the meaning of
Code Sections 414(n)(2) and 414(o)(2) shall not be eligible to participate in
this Plan.

                  Employees whose employment is governed by the terms of a
collective bargaining agreement between Employee representatives and the
Employer under which retirement benefits were the subject of good faith
bargaining between the parties will not be eligible to participate in this Plan
unless such agreement expressly provides for coverage in this Plan.

                  Employees who are non-residents of Puerto Rico (or that do not
perform services primarily in Puerto Rico) shall not be eligible participate in
this Plan.

                  Interns shall not be eligible to participate in this Plan.

                  Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources within Puerto
Rico shall not be eligible to participate in this Plan.

                  Employees of an Affiliated Employer shall not be eligible to
participate in this Plan unless such Affiliated Employer has specifically
adopted this Plan in writing.

         1.17 "EMPLOYEE" means any person who is employed by the Employer or
Affiliated Employer.

         1.18 "EMPLOYER" means Mylan, Inc. and any successor which shall adopt
this Plan as Employer; and any predecessor which has maintained this Plan. The
Employer is a corporation, with principal offices in the Commonwealth of Puerto
Rico. In addition, where appropriate, the term Employer shall include any
Participating Employer (as defined in Section 9.1) which shall adopt this Plan.

<PAGE>

                                       -6-

         1.19 "EXCESS CONTRIBUTIONS" means, with respect to a Plan Year, the
excess of Elective Contributions used to satisfy the "Actual Deferral
Percentage" tests made on behalf of Highly Compensated Participants for the Plan
Year over the maximum amount of such contributions permitted under Section 4.5
(a) (determined by reducing contributions made on behalf of Highly Compensated
Participants in order of the actual deferral ratios beginning with the highest
of such ratios).

         1.20 "EXCESS DEFERRED COMPENSATION" means, with respect to any taxable
year of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in PR-Code Section 1165(e)(7)(A), which is
incorporated herein by reference. However, Excess Deferred Compensation of
Non-Highly Compensated Participants is not taken into account for purposes of
Section 4.5(a) to the extent such Excess Deferred Compensation occurs pursuant
to Section 4.2(d).

         1.21 "FIDUCIARY" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the
Administrator.

         1.22 "FISCAL YEAR" means the Employer's accounting year of 12 months
commencing on April 1st of each year and ending the following March 31st.

         1.23 "FORFEITURE" means that portion of a Participant's Account that is
not Vested, and occurs on the earlier of:

                           (a)      the distribution of the entire Vested
                  portion of a Terminated Participant's Account, or

                           (b)      the last day of the Plan Year in which the
                  Participant incurs five (5) consecutive 1-Year Breaks in
                  Service.

                  Furthermore, for purposes of paragraph (a) above, in the case
of a Terminated Participant whose Vested benefit is zero, such

<PAGE>

                                       -7-

Terminated Participant shall be deemed to have received a distribution of his
Vested benefit upon his termination of employment with the Employer and any
Affiliated Employer. Restoration of such amounts shall occur pursuant to Section
6.4(g)(2). In addition, the term Forfeiture shall also include amounts deemed to
be Forfeitures pursuant to any other provision of this Plan.

         1.24 "FORMER PARTICIPANT" means a person who has been a Participant,
but who has ceased to be a Participant for any reason.

         1.25 "HIGHLY COMPENSATED EMPLOYEE" means an Employee who has
Compensation for a Plan Year that is greater that the Compensation for such Plan
Year of two-thirds (2/3) of all other Eligible Employees.

         1.26 "HIGHLY COMPENSATED PARTICIPANT" means any Highly Compensated
Employee who is eligible to participate in the Plan.

         1.27 "HOUR OF SERVICE" means each hour for which an Employee is paid or
entitled to payment for the performance of duties for the Employer.

         1.28 "INCOME" means the income or losses allocable to Excess Deferred
Compensation or Excess Contributions which amount shall be allocated in the same
manner as income or losses are allocated pursuant to Section 4.4(e).

         1.29 "INVESTMENT MANAGER" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or
corporation registered as an investment adviser under the Investment Advisers
Act of 1940, a bank, or an insurance company.

         1.30 "LATE RETIREMENT DATE" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

         1.31 "NON-ELECTIVE CONTRIBUTION" means the Employer contributions to
the Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2, matching contributions or
nonelective contributions made pursuant to Section 4.1(b) and any Qualified
Non-Elective Contribution used in the "Actual Deferral Percentage" tests.

<PAGE>

                                       -8-

         1.32 "NON-HIGHLY COMPENSATED PARTICIPANT" means any Participant who is
not a Highly Compensated Employee.

         1.33 "NORMAL RETIREMENT AGE" means the Participant's 65th birthday. A
Participant shall become fully Vested in his Participant's Account upon
attaining his Normal Retirement Age.

         1.34 "NORMAL RETIREMENT DATE" means the first day of the month
coinciding with or next following the Participant's Normal Retirement Age.

         1.35 "1-YEAR BREAK IN SERVICE" means a Period of Severance of at least
12 consecutive months.

         1.36 "PARTICIPANT" means any Eligible Employee who participates in the
Plan and has not for any reason become ineligible to participate further in the
Plan.

         1.37 "PARTICIPANT DIRECTION PROCEDURES" means such instructions,
guidelines or policies, the terms of which are incorporated herein, as shall be
established pursuant to Section 4.9 and observed by the Administrator and
applied and provided to Participants who have Participant Directed Accounts.

         1.38 "PARTICIPANT'S ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer Non-Elective
Contributions.

                  A separate accounting shall be maintained with respect to that
portion of the Participant's Account attributable to Employer matching
contributions and nonelective contributions made pursuant to Section 4.l(b),
Employer discretionary contributions made pursuant to Section 4.l(d) and any
Employer Qualified Non-Elective Contributions.

         1.39 "PARTICIPANT'S COMBINED ACCOUNT" means the total aggregate amount
of each Participant's Elective Account and Participant's Account.

         1.40 "PARTICIPANT'S DIRECTED ACCOUNT" means that portion of a
Participant's interest in the Plan with respect to which the Participant has
directed the investment in accordance with the Participant Direction Procedure.

         1.41 "PARTICIPANT'S ELECTIVE ACCOUNT" means the account established and
maintained by the Administrator for each

<PAGE>

                                       -9-

Participant with respect to his total interest in the Plan and Trust resulting
from the Employer Elective Contributions used to satisfy the "Actual Deferral
Percentage" tests. A separate accounting shall be maintained with respect to
that portion of the Participant's Elective Account attributable to such Elective
Contributions pursuant to Section 4.2, Employer matching contributions and
nonelective contributions made pursuant to Section 4.1(b) and any Employer
Qualified Non-Elective Contributions.

         1.42 "PARTICIPANT EMPLOYER" means the Employer, and any other
affiliated Company which adopts the Plan pursuant to Article IX.

         1.43 "PERIOD OF SERVICE" means the aggregate of all periods commencing
with the Employee's first day of employment or reemployment with the Employer or
Affiliated Employer and ending on the date a 1-Year Break in Service begins. The
first day of employment or reemployment is the first day the Employee performs
an Hour of Service. An Employee will also receive partial credit for any Period
of Severance of less than 12 consecutive months. Fractional periods of a year
will be expressed in terms of days.

                  If the Employer acquires a business, the Administrator will
determine if any Period of Service will be credited and recognized for service
with the acquired business for periods prior to the acquisition. The
Administrator's determination will be uniform among employees as to any business
acquisition but may be different for each business acquisition.

                  For eligibility and vesting purposes, Periods of Service prior
to the original effective date of the Plan shall be recognized. Also, for
eligibility and vesting purposes, Periods of Service with the Employer, each
Participating Employer, each Affiliated Employer, and all Periods of Service
recognized by a plan at the time of its merger with and into this Plan shall be
recognized.

                  Prior to April 1, 2001, the Plan used a twelve (12)
consecutive month computation period and Years of Service method for measuring a
Participant's eligibility, vesting and participation for benefit accrual
purposes. For this reason, the Plan will credit service in compliance with U.S.
Treasury Regulation 1.410(a)-7(f) and (g). Therefore, each employee whose
service was determined on the basis of computation periods and then changes to
the elapsed time method shall receive credit for a period of service consisting
of:

<PAGE>

                                      -10-

                           (a)      A number of years equal to the number of
                  years of service credited to the employee before the
                  computation period during which the change to the elapsed time
                  method occurs; and

                           (b)      The greater of (1) the period of service
                  that would be credited to the employee under the elapsed time
                  method for his service during the entire computation period in
                  which the change to the elapsed time method occurs or (2) the
                  service taken into account under the computation periods
                  method as of the date of the change to the elapsed time
                  method; and

                           (c)      The period of service for service subsequent
                  to the change to the elapsed time commencing on the day after
                  the last day of the computation period in which the change to
                  the elapsed time method occurs.

                  Notwithstanding the above, Employees, determined as of April
1, 2001, shall be given credit for whichever Period of Service is greater,
determined (i) as provided above or (ii) under the elapsed time method applied
as if that method had been effective as of the employee's first date of
employment with the Employer or Affiliated Employer.

         1.44 "PERIOD OF SEVERANCE" means a continuous period of time during
which the Employee is not employed by the Employer. Such period begins on the
date the Employee retires, quits or is discharged, or if earlier, the 12 month
anniversary of the date on which the Employee was otherwise first absent from
service.

                  In the case of an individual who is absent from work for
maternity or paternity reasons, the 12-consecutive month period beginning on the
first anniversary of the first day of such absence shall not constitute a 1-Year
Break in Service. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (a) by reason of the pregnancy
of the individual, (b) by reason of the birth of a child of the individual, (c)
by reason of the placement of a child with the individual in connection with the
adoption of such child by such individual, or (d) for purposes of caring for
such child for a period beginning immediately following such birth or placement.

         1.45 "PLAN" means this instrument, including all amendments thereto.

         1.46 "PLAN YEAR" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the

<PAGE>

                                      -11-

following December 31st, except for the first Plan Year which commenced April
1st.

         1.47 "PR-CODE" means the Puerto Rico Internal Revenue Code of 1994, as
amended.

         1.48 "SPONSOR" means Mylan Laboratories, Inc. and any successor which
shall continue sponsoring this Plan.

         1.49 "QUALIFIED NON-ELECTIVE CONTRIBUTION" means any Employer
contributions made pursuant to Section 4.1(c) and Section 4.6(b). Such
contributions shall be considered an Elective Contribution for the purposes of
the Plan and may be used to satisfy the "Actual Deferral Percentage" test.

         1.50 "REGULATION" means the Income Tax Regulations as promulgated by
the Secretary of the Treasury or his delegate, and as amended from time to time.

         1.51 "RETIRED PARTICIPANT" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

         1.52 "RETIREMENT DATE" means the date as of which a Participant retires
from active service with the Employer and any Affiliated Employer for reasons
other than Total and Permanent Disability, whether such retirement occurs on a
Participant's Normal Retirement Date, Early or Late Retirement Date (see Section
6.1).

         1.53 "TERMINATED PARTICIPANT" means a person who has been a
Participant, but whose employment has been terminated other than by death, Total
and Permanent Disability or retirement.

         1.54 "TOTAL AND PERMANENT DISABILITY" means a physical or mental
condition of a Participant resulting from bodily injury, disease, or mental
disorder which renders him incapable of continuing his usual and customary
employment with the Employer. The disability of a Participant shall be
determined by a licensed physician chosen by the Administrator. The
determination shall be applied uniformly to all Participants.

         1.55 "TRUSTEE" means the person or entity named as trustee herein or in
any separate trust forming a part of this Plan, and any successors.

<PAGE>

                                      -12-

         1.56 "TRUST FUND" means the assets of the Plan and Trust as the same
shall exist from time to time.

         1.57 "USERRA" means the Uniformed Services Employment and Reemployment
Rights Act of 1994. Notwithstanding any provision of this Plan to the contrary,
effective December 12, 1994, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with Code
Section 414(u).

         1.58 "VALUATION DATE" means any day that the Mew York Stock Exchange is
open for business or any other date or dates deemed appropriate by the
Administrator.

         1.59 "VESTED" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

         1.60 "VOLUNTARY CONTRIBUTION ACCOUNT" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan resulting from the Participant's nondeductible voluntary
contributions made pursuant to Section 4.8.

                                   ARTICLE II
                                 ADMINISTRATION

         2.1      POWERS AND RESPONSIBILITIES OF THE SPONSOR

                           (a)      In addition to the general powers and
                  responsibilities otherwise provided for in this Plan, the
                  Sponsor shall be empowered to appoint and remove the Trustee
                  and the Administrator from time to time as it deems necessary
                  for the proper administration of the Plan to ensure that the
                  Plan is being operated for the exclusive benefit of the
                  Participants and their Beneficiaries in accordance with the
                  terms of the Plan, the PR-Code, and the Act. The Sponsor may
                  appoint counsel, specialists, advisers, agents (including any
                  nonfiduciary agent) and other persons as the Sponsor deems
                  necessary or desirable in connection with the exercise of its
                  fiduciary duties under this Plan. The Sponsor may compensate
                  such agents or advisers from the assets of the Plan as
                  fiduciary expenses (but not including any business (settlor)
                  expenses of the Sponsor), to the extent not paid by the
                  Sponsor.

<PAGE>

                                      -13-

                           (b)      The Sponsor may, by written agreement or
                  designation, appoint at its option an Investment Manager
                  (qualified under the Investment Company Act of 1940 as
                  amended), investment adviser, or other agent to provide
                  direction to the Trustee with respect to any or all of the
                  Plan assets. Such appointment shall be given by the Sponsor in
                  writing in a form acceptable to the Trustee and shall
                  specifically identify the Plan assets with respect to which
                  the Investment Manager or other agent shall have authority to
                  direct the investment.

                           (c)      The Sponsor shall establish a "funding
                  policy and method," i.e., it shall determine whether the Plan
                  has a short run need for liquidity (e.g., to pay benefits) or
                  whether liquidity is a long run goal and investment growth
                  (and stability of same) is a more current need, or shall
                  appoint a qualified person to do so. The Sponsor or its
                  delegate shall communicate such needs and goals to the
                  Trustee, who shall coordinate such Plan needs with its
                  investment policy. The communication of such a "funding policy
                  and method" shall not, however, constitute a directive to the
                  Trustee as to investment of the Trust Funds. Such "funding
                  policy and method" shall be consistent with the objectives of
                  this Plan and with the requirements of Title 1 of the Act.

                           (d)      The Sponsor shall periodically review the
                  performance of any Fiduciary or other person to whom duties
                  have been delegated or allocated by it under the provisions of
                  this Plan or pursuant to procedures established hereunder.

                  This requirement may be satisfied by formal periodic review by
the Sponsor or by a qualified person specifically designated by the Sponsor,
through day-to-day conduct and evaluation, or through other appropriate ways.

         2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY

                  The Sponsor shall be the Administrator. The Sponsor may
appoint any person, including, but not limited to, the Employees of the Sponsor
or the Employer, to perform the duties of the Administrator. Any person so
appointed shall signify his acceptance by filing written acceptance with the
Sponsor. Upon the resignation or removal of any individual performing the duties
of the Administrator, the Sponsor may designate a successor.

<PAGE>

                                      -14-

         2.3      POWERS AND DUTIES OF THE ADMINISTRATOR

                  The primary responsibility of the Administrator is to
administer the Plan for the exclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Administrator
shall administer the Plan in accordance with its terms and shall have the power
and discretion to construe the terms of the Plan and to determine all questions
arising in connection with the administration, interpretation, and application
of the Plan. Any such determination by the Administrator shall be conclusive and
binding upon all persons. The Administrator may establish procedures, correct
any defect, supply any information, or reconcile any inconsistency in such
manner and to such extent as shall be deemed necessary or advisable to carry out
the purpose of the Plan; provided, however, that any procedure, discretionary
act, interpretation or construction shall be done in a nondiscriminatory manner
based upon uniform principles consistently applied and shall be consistent with
the intent that the Plan shall continue to be deemed a qualified plan under the
terms of PR-Code Sections 1165(a) and (e) and shall comply with the terms of
the Act and all regulations issued pursuant thereto. The Administrator shall
have all powers necessary or appropriate to accomplish his duties under this
Plan.

                  The Administrator may authorize or direct the establishment of
one or more Pooled Investment Accounts. For the purposes of this Section,
"Pooled Investment Account" means an account established pursuant to an
administrative services agreement between the Employer and the Trustee.

                  The Administrator shall be charged with the duties of the
general administration of the Plan, including, but not limited to, the
following:

                           (a)      the discretion to determine all questions
                  relating to the eligibility of Employees to participate or
                  remain a Participant hereunder and to receive benefits under
                  the Plan;

                           (b)      to compute, certify, and direct the Trustee
                  with respect to the amount and the kind of benefits to which
                  any Participant shall be entitled hereunder;

                           (c)      to authorize and direct the Trustee with
                  respect to all nondiscretionary or otherwise directed
                  disbursements from the Trust;

                           (d)      to maintain all necessary records for the
                  administration of the Plan;

<PAGE>

                                      -15-

                           (e)      to interpret the provisions of the Plan and
                  to make and publish such rules for regulation of the Plan as
                  are consistent with the terms hereof,

                           (f)      to determine the size and type of any
                  Contract to be purchased from any insurer, and to designate
                  the insurer from which such Contract shall be purchased;

                           (g)      to compute and certify to the Employer and
                  to the Trustee from time to time the sums of money necessary
                  or desirable to be contributed to the Plan;

                           (h)      to consult with the Employer and the Trustee
                  regarding the short and long-term liquidity needs of the Plan
                  in order that the Trustee can exercise any investment
                  discretion in a manner designed to accomplish specific
                  objectives;

                           (i)      to prepare and implement a procedure to
                  notify Eligible Employees that they may elect to have a
                  portion of their Compensation deferred or paid to them in
                  cash;

                           (j)      to act as the named Fiduciary responsible
                  for communications with Participants as needed to maintain
                  Plan compliance with ERISA Section 404(c), including but not
                  limited to the receipt and transmitting of Participant's
                  directions as to the investment of their account(s) under the
                  Plan and the formulation of policies, rules, and procedures
                  pursuant to which Participants may give investment
                  instructions with respect to the investment of their accounts;

                           (k)      to assist any Participant regarding his
                  rights, benefits, or elections available under the Plan.

         2.4      RECORDS AND REPORTS

                  The Administrator shall keep a record of all actions taken and
shall keep all other books of account, records, policies, and other data that
may be necessary for proper administration of the Plan and shall be responsible
for supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

<PAGE>

                                      -16-

         2.5      APPOINTMENT OF ADVISERS

                  The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, agents (including
nonfiduciary agents), and other persons as the Administrator or the Trustee
deems necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and to Plan Participants.

                  The Administrator shall have the authority and discretion to
engage an Administrative Delegate (as defined, below) which shall perform,
without discretionary authority or control, administrative functions within the
framework of policies, interpretations, rules, practices, and procedures made by
the Administrator or other Plan Fiduciary. Any action made or taken by the
Administrative Delegate may be appealed by an affected Participant to the
Administrator in accordance with the claims review procedures provided in
Section 2.8. Any decisions which call for interpretations of Plan provisions not
previously made by the Administrator shall be made only by the Administrator.
The Administrative Delegate shall not be considered a fiduciary with respect to
the services it provides.

                  For purposes of this Section, "Administrative Delegate" means
one or more persons or institutions to which the Sponsor or the Administrator
has delegated certain administrative functions pursuant to a written agreement.

         2.6      PAYMENT OF EXPENSES

                  All expenses of administration may be paid out of the Trust
Fund unless paid by the Sponsor. Such expenses shall include any expenses
incident to the functioning of the Administrator, or any person or persons
retained or appointed by any Named Fiduciary incident to the exercise of their
duties under the Plan, including, but not limited to, fees of the Trustee,
accountants, counsel, Investment Managers, recordkeeper, agents (including
nonfiduciary agents) appointed for the purpose of assisting the Administrator or
the Trustee in carrying out the instructions of Participants as to the directed
investment of their accounts and other specialists and their agents, and other
costs of administering the Plan. Until paid, the expenses shall constitute a
liability of the Trust Fund.

<PAGE>

                                      -17-

         2.7      CLAIMS PROCEDURE

                  Claims for benefits under the Plan may be filed in writing
with the Administrator. Written notice of the disposition of a claim shall be
furnished to the claimant within 90 days (180 days in special cases with notice
to the claimant) after the application is filed. In the event the claim is
denied, the reasons for the denial shall be specifically set forth in the notice
in language calculated to be understood by the claimant, pertinent provisions of
the Plan shall be cited, and, where appropriate, an explanation as to how the
claimant can perfect the claim will be provided. In addition, the claimant shall
be furnished with an explanation of the Plan's claims review procedure.

         2.8      CLAIMS REVIEW PROCEDURE

                  Any Employee, former Employee, or Beneficiary of either, who
has been denied a benefit by a decision of the Administrator pursuant to Section
2.7 shall be entitled to request the Administrator to give further consideration
to his claim by filing with the Administrator (on a form which may be obtained
from the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.7. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and

<PAGE>

                                      -18-

shall include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based.

                                   ARTICLE III
                                   ELIGIBILITY

         3.1      CONDITIONS OF ELIGIBILITY

                  Any Eligible Employee shall be eligible to participate with
respect contributions made under Sections 4.1(a), (b) and (c). In addition, any
Eligible Employee who has completed a one (1) year Period of Service shall be
eligible to participate with respect contributions made under Section 4.1(d).
However, any Employee who was a Participant in the Plan with respect
contributions made under Section 4.1(d) prior to the effective date of this
amendment and restatement shall continue to be eligible to participate in the
Plan as to all contributions.

         3.2      EFFECTIVE DATE OF PARTICIPATION

                  An Eligible Employee shall become a Participant with respect
to particular contributions as provided under Section 3.1 effective as of the
date on which he satisfies the applicable eligibility requirements of Section
3.1.

                  In the event an Employee who is not a member of an eligible
class of Employees becomes a member of an eligible class, such Employee will
participate immediately if such Employee would have otherwise previously become
a Participant.

         3.3      DETERMINATION OF ELIGIBILITY

                  The Administrator shall determine the eligibility of each
Employee for participation in the Plan based upon information furnished by the
Employer. That determination shall be conclusive and binding upon all persons,
as long as the same is made pursuant to the Plan and the Act. Such determination
shall be subject to review per Section 2.8.

         3.4      TERMINATION OF ELIGIBILITY

                           (a)      In the event a Participant shall go from a
                  classification of an Eligible Employee to an ineligible
                  Employee, such Former Participant shall continue to vest in
                  his interest in the Plan for any Period of Service completed
                  while a noneligible Employee, until such time as his
                  Participant's Account shall be forfeited or

<PAGE>

                                      -19-

                  distributed pursuant to the terms of the Plan. Additionally,
                  his interest in the Plan shall continue to share in the
                  earnings of the Trust Fund.

                           (b)      In the event a Participant is no longer a
                  member of an eligible class of Employees and becomes
                  ineligible to participate, such Employee will participate
                  immediately upon returning to an eligible class of Employees.

         3.5      OMISSION OF ELIGIBLE EMPLOYEE

                  If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution with respect to the omitted
Employee in the amount which the said Employer would have contributed with
respect to him had he not been omitted. Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any taxable
year under applicable provisions of the Code.

         3.6      INCLUSION OF INELIGIBLE EMPLOYEE

                  If, in any Plan Year, any person who should not have been
included as a Participant in the Plan is erroneously included and discovery of
such incorrect inclusion is not made until after a contribution for the year has
been made, the Employer shall not be entitled to recover the contribution made
with respect to the ineligible person regardless of whether or not a deduction
is allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
(except for Deferred Compensation which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

         4.1      FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

                  For each Plan Year, the Employer shall contribute to the Plan,
except as otherwise provided:

                           (a)      Effective April 1, 2001, the amount of the
                  total salary reduction elections of all Participants made
                  pursuant to Section 4.2(a), which amount shall be deemed an
                  Employer Elective Contribution.

<PAGE>

                                      -20-

                           (b)      Effective April 1, 2001, on behalf of each
                  Participant who is eligible to share in matching contributions
                  for the Plan Year, a matching contribution equal to 100% of
                  each such Participant's Deferred Compensation, which amount
                  shall be deemed an Employer Elective Contribution.

                                    Except, however, in applying the matching
                  percentage specified above, only salary reductions up to 4% of
                  payroll period Compensation shall be considered. These
                  matching contributions shall be 100% vested at all times.

                                    Contributions made to the Plan pursuant to
                  this Section 4.1(b) are intended to comply with Section
                  4.5(a). However, if matching contributions are made to this
                  Plan or any other plan maintained by the Employer, and (i)
                  such matching contributions are made with respect to Deferred
                  Compensation or voluntary Employee contributions that in the
                  aggregate exceed 6% of the Employee's Compensation, (ii) the
                  rate of matching contributions increases as the rate of
                  Deferred Compensation or voluntary Employee contributions
                  increases, (iii) at any rate of Deferred Compensation or
                  voluntary Employee contributions, the rate of matching
                  contributions that would apply with respect to any Highly
                  Compensated Employee is greater than the rate of matching
                  contributions that would apply with respect to a Non-Highly
                  Compensated Participant and who has the same rate of Deferred
                  Compensation or voluntary Employee contributions, (iv) for
                  Plan Years beginning after December 31, 1999, any
                  discretionary matching contribution made to this Plan and any
                  other plan maintained by the Employer, in the aggregate,
                  exceed 4% of the Participant's Compensation, then such
                  matching contributions in the aggregate must satisfy the
                  "Actual Contribution Percentage" tests of the Code.

                           (c)      On behalf of each Non-Highly Compensated
                  Participant who is eligible to share in the Qualified
                  Non-Elective Contribution for the Plan Year, a discretionary
                  Qualified Non-Elective Contribution equal to a uniform
                  percentage of each eligible individuals Compensation, the
                  exact percentage, if any, to be determined each year by the
                  Employer. Any Employer Qualified Non-Elective Contribution
                  shall be deemed an Employer Elective Contribution.

<PAGE>

                                      -21-

                           (d)      A discretionary amount, which amount, if
                  any, shall be deemed an Employer Non-Elective Contribution.

All contributions by the Employer shall be made in cash.

         4.2      PARTICIPANT'S SALARY REDUCTION ELECTION

                           (a)      Each Participant may elect to defer from 1%
                  to 10% of his Compensation which would have been received in
                  the Plan Year, but for the deferral election. A deferral
                  election (or modification of an earlier election) may not be
                  made with respect to Compensation which is currently available
                  on or before the date the Participant executed such election.

                                    The amount by which Compensation is reduced
                  shall be that Participant's Deferred Compensation and be
                  treated as an Employer Elective Contribution and allocated to
                  that Participant's Elective Account.

                           (b)      The balance in each Participant's Elective
                  Account shall be fully Vested at all times and shall not be
                  subject to Forfeiture for any reason.

                           (c)      Notwithstanding anything in the Plan to the
                  contrary, amounts held in the Participant's Elective Account
                  may not be distributable (including any offset of loans)
                  earlier than:

                                    (1)      a Participant's separation from
                           service, Total and Permanent Disability, or death;

                                    (2)      a Participant's attainment of age
                           59 1/2;

                                    (3)      the termination of the Plan without
                           the establishment or existence of a "successor plan;"

                                    (4)      the date of disposition by the
                           Employer to an entity that is not an Affiliated
                           Employer of substantially all of the assets used in a
                           trade or business of such corporation if such
                           corporation continues to maintain this Plan after the
                           disposition with respect to a Participant who
                           continues employment with the corporation acquiring
                           such assets;

                                    (5)      the date of disposition by the
                           Employer or an Affiliated Employer who maintains the
                           Plan of

<PAGE>

                                      -22-

                           its interest in a subsidiary to an entity which is
                           not an Affiliated Employer but only with respect to a
                           Participant who continues employment with such
                           subsidiary; or

                                    (6)      the proven financial hardship of a
                           Participant, subject to the limitations of Section
                           6.11.

                           (d)      For each Plan Year, a Participant's Deferred
                  Compensation made under this Plan and all other plans,
                  contracts or arrangements of the Employer maintaining this
                  Plan shall not exceed, during any taxable year of the
                  Participant, the limitation imposed by PR-Code Section 1165
                  (e)(7)(A), as in effect at the beginning of such taxable year.
                  If such dollar limitation is exceeded, a Participant will be
                  deemed to have notified the Administrator of such excess
                  amount which shall be distributed in a manner consistent with
                  Section 4.2(f).

                           (e)      In the event a Participant has received a
                  hardship distribution from his Participant's Elective Account
                  pursuant to Section 6.11(b)or pursuant to Article 1165-8(d)(2)
                  of the Puerto Rico Treasury Regulations from any other plan
                  maintained by the Employer, then such Participant shall not be
                  permitted to elect to have Deferred Compensation contributed
                  to the Plan on his behalf for a period of twelve (12) months
                  following the receipt of the distribution. Furthermore, the
                  dollar limitation under PR-Code Section 1165(e)(7)(A) shall be
                  reduced, with respect to the Participant's taxable year
                  following the taxable year in which the hardship distribution
                  was made, by the amount of such Participant's Deferred
                  Compensation, if any, pursuant to this Plan (and any other
                  plan maintained by the Employer) for the taxable year of the
                  hardship distribution.

                           (f)      If a Participant's Deferred Compensation
                  under this Plan together with any elective deferrals (as
                  defined in Regulations issued under Section 1165(e) under
                  another qualified cash or deferred arrangement (as defined in
                  PR-Code Section 1165(e) for such Participant's taxable year,
                  the Participant may, not later than March 1 following the
                  close of the Participant's taxable year, notify the
                  Administrator in writing of such excess and request that his
                  Deferred Compensation under this Plan be reduced by an amount
                  specified by the Participant. In such event, the Administrator
                  may direct the Trustee to

<PAGE>

                                      -23-

                  distribute such excess amount (and any Income allocable to
                  such excess amount) to the Participant not later than the
                  first April 15th following the close of the Participant's
                  taxable year. Any distribution of less than the entire amount
                  of Excess Deferred Compensation and Income shall be treated as
                  a pro rata distribution of Excess Deferred Compensation and
                  Income. The amount distributed shall not exceed the
                  Participant's Deferred Compensation under the Plan for the
                  taxable year (and any Income allocable to such excess amount).
                  Any distribution on or before the last day of the
                  Participant's taxable year must satisfy each of the following
                  conditions;

                                    (1)      the distribution must be made after
                           the date on which the Plan received the Excess
                           Deferred Compensation;

                                    (2)      the Participant shall designate the
                           distribution as Excess Deferred Compensation; and

                                    (3)      the Plan must designate the
                           distribution as a distribution of Excess Deferred
                           Compensation.

                           Any distribution made pursuant to this Section 4.2
                  (f) shall be made first from unmatched Deferred Compensation
                  and, thereafter, from Deferred Compensation which is matched.
                  Matching contributions which relate to such Deferred
                  Compensation shall be forfeited.

                           (g)      Notwithstanding Section 4.2(f) above, a
                  Participant's Excess Deferred Compensation shall be reduced,
                  but not below zero, by any distribution of Excess
                  Contributions pursuant to Section 4.6(a) for the Plan Year
                  beginning with or within the taxable year of the Participant.

                           (h)      At Normal Retirement Date, or such other
                  date when the Participant shall be entitled to receive
                  benefits, the fair market value of the Participant's Elective
                  Account shall be used to provide additional benefits to the
                  Participant or his Beneficiary.

                           (i)      Employer Elective Contributions made
                  pursuant to this Section may be segregated into a separate
                  account for each Participant in a federally insured savings
                  account, certificate of deposit in a bank or savings and

<PAGE>

                                      -24-

                  loan association, money market certificate, or other
                  short-term debt security acceptable to the Trustee until such
                  time as the allocations pursuant to Section 4.4 have been
                  made.

                           (j)      The Employer and the Administrator shall
                  implement the salary reduction elections provided for herein
                  in accordance with the following:

                           (1)      A Participant must make his initial salary
                  deferral election within a reasonable time, not to exceed
                  thirty (30) days, after entering the Plan pursuant to Section
                  3.2. If the Participant fails to make an initial salary
                  deferral election within such time, then such Participant may
                  thereafter make an election in accordance with the rules
                  governing modifications. The Participant shall make such an
                  election by entering into a written salary reduction agreement
                  with the Employer and filing such agreement with the
                  Administrator. Such election shall initially be effective
                  beginning with the pay period following the acceptance of the
                  salary reduction agreement by the Administrator, shall not
                  have retroactive effect and shall remain in force until
                  revoked.

                           (2)      A Participant may modify a prior election at
                  any time during the Plan Year and concurrently make a new
                  election by filing a written notice with the Administrator
                  within a reasonable time before the pay period for which such
                  modification is to be effective. Any modification shall not
                  have retroactive effect and shall remain in force until
                  revoked.

                           (3)      A Participant may elect to prospectively
                  revoke his salary reduction agreement in its entirety at any
                  time during the Plan Year by providing the Administrator with
                  thirty (30) days written notice of such revocation (or upon
                  such shorter notice period as may be acceptable to the
                  Administrator). Such revocation shall become effective as of
                  the beginning of the first pay period coincident with or next
                  following the expiration of the notice period. A Participant
                  who revokes a salary reduction agreement shall be ineligible
                  to make another salary reduction agreement until at least
                  ninety (90) days following the effective date of the
                  revocation. Furthermore, the termination of the Participant's
                  employment, or the cessation of participation for any reason,
                  shall be deemed to revoke any salary reduction

<PAGE>

                                      -25-

                  agreement then in effect, effective immediately following the
                  close of the pay period within which such termination or
                  cessation occurs.

         4.3      TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

                  The Employer shall generally pay to the Trustee its
contribution to the Plan for each Plan Year within the time prescribed by law,
including extensions of time, for the filing of the Employer federal income tax
return for the Fiscal Year.

                  However, Employer Elective Contributions accumulated through
payroll deductions shall be paid to the Trustee as of the earliest date on which
such contributions can reasonably be segregated from the Employer general
assets, but in any event within ninety (90) days from the date on which such
amounts would otherwise have been payable to the Participant in cash. The
provisions of United States Department of Labor regulations 2510.3-102 are
incorporated herein by reference. Furthermore, any additional Employer
contributions which are allocable to the Participant's Elective Account for a
Plan Year shall be paid to the Plan no later than the twelve-month period
immediately following the close of such Plan Year.

         4.4      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

                           (a)      The Administrator shall establish and
                  maintain an account in the name of each Participant to which
                  the Administrator shall credit as of each Anniversary Date all
                  amounts allocated to each such Participant as set forth
                  herein.

                           (b)      The Employer shall provide the Administrator
                  with all information required by the Administrator to make a
                  proper allocation of the Employer contributions for each Plan
                  Year. Within a reasonable period of time after the date of
                  receipt by the Administrator of such information, the
                  Administrator shall allocate such contribution as follows:

                                    (1)      With respect to the Employer
                           Elective Contribution made pursuant to Section 4.1
                           (a), to each Participant's Elective Account in an
                           amount equal to each such Participant's Deferred
                           Compensation for the year.

<PAGE>

                                      -26-

                                    (2)      With respect to the Employer
                           Elective Contribution made pursuant to Section
                           4.1(b), to each Participant's Elective Account when
                           used to satisfy the "Actual Deferral Percentage"
                           tests, otherwise to each Participant's Account.

                                    (3)      With respect to the Employer
                           Qualified Non-Elective Contribution made pursuant to
                           Section 4.1(c), to each Participant's Elective
                           Account when used to satisfy the "Actual Deferral
                           Percentage" tests or Participant's Account in
                           accordance with Section 4.1(c).

                           Any Non-Highly Compensated Participant actively
                           employed during the Plan Year shall be eligible to
                           share in the Qualified Non-Elective Contribution for
                           the Plan Year.

                                    (4)      With respect to the Employer
                           Non-Elective Contribution made on behalf of eligible
                           Participants (as determined under Section 3.1)
                           pursuant to Section 4.l(d), to each eligible
                           Participant's Account in the same proportion that
                           each eligible Participant's Compensation for the year
                           bears to the total Compensation of all eligible
                           Participants for the year.

                           Only eligible Participants who are actively employed
                           on the last day of the Plan Year shall be eligible to
                           share in the discretionary contribution for the year.

                           (c)      As of each Anniversary Date any amounts
                  attributable to Employer discretionary contributions made
                  pursuant to Section 4.1(d) which became Forfeitures since the
                  last Anniversary Date shall first be made available to
                  reinstate previously forfeited account balances of Former
                  Participants, if any, in accordance with Section 6.4 (g)(2).
                  The remaining Forfeitures, if any, shall be used to reduce the
                  contribution of the Employer hereunder for the Plan Year in
                  which such Forfeitures occur.

                           (d)      Notwithstanding the foregoing, Participants
                  who are not actively employed on the last day of the Plan Year
                  due to Retirement (Early, Normal or Late), Total and Permanent
                  Disability or death shall share in the allocation of
                  contributions for that Plan Year.

<PAGE>

                                      -27-

                           (e)      As of each Valuation Date, before the
                  current valuation period allocation of Employer contributions,
                  any earnings or losses (net appreciation or net depreciation)
                  of the Trust Fund shall be allocated in the same proportion
                  that each Participant's and Former Participant's nonsegregated
                  accounts bear to the total of all Participants' and Former
                  Participants' nonsegregated accounts as of such date. Earnings
                  or losses with respect to a Participant's Directed Account
                  shall be allocated in accordance with Section 4.9.

                                    Participants' transfers from other qualified
                  plans and voluntary contributions deposited in the general
                  Trust Fund shall share in any earnings and losses (net
                  appreciation or net depreciation) of the Trust Fund in the
                  same manner provided above. Each segregated account maintained
                  on behalf of a Participant shall be credited or charged with
                  its separate earnings and losses.

                           (f)      Notwithstanding anything herein to the
                  contrary, Participants who terminated employment for any
                  reason during the Plan Year shall share in the salary
                  reduction contributions made by the Employer for the year of
                  termination without regard to the Hours of Service credited.

                           (g)      If a Former Participant is reemployed after
                  five (5) consecutive 1-Year Breaks in Service, then separate
                  accounts shall be maintained as follows:

                                    (1)      one account for nonforfeitable
                           benefits attributable to pre-break service; and

                                    (2)      one account representing his status
                           in the Plan attributable to postbreak service.

         4.5      ACTUAL DEFERRAL PERCENTAGE TESTS

                           (a)      Maximum Annual Allocation: For each Plan
                  Year, the annual allocation derived from Employer Elective
                  Contributions to a Highly Compensated Participant's Elective
                  Account shall satisfy one of the following tests:

                                    (1)      The "Actual Deferral Percentage"
                           for the Highly Compensated Participant group shall
                           not be more than the "Actual Deferral Percentage" of
                           the

<PAGE>

                                      -28-

                           Non-Highly Compensated Participant group (for the
                           preceding Plan Year if the prior year testing method
                           is used to calculate the "Actual Deferral Percentage"
                           for the Non-Highly Compensated Participant group)
                           multiplied by 1.25, or

                                    (2)      The excess of the "Actual Deferral
                           Percentage" for the Highly Compensated Participant
                           group over the "Actual Deferral Percentage" for the
                           Non-Highly Compensated Participant group (for the
                           preceding Plan Year if the prior year testing method
                           is used to calculate the "Actual Deferral Percentage"
                           for the Non-Highly Compensated Participant group)
                           shall not be more than two percentage points.
                           Additionally, the "Actual Deferral Percentage, for
                           the Highly Compensated Participant group shall not
                           exceed the "Actual Deferral Percentage" for the
                           Non-Highly Compensated Participant group multiplied
                           by 2. The provisions of PR-Code Section 1165(e)(3)
                           and Regulation 1165-8(2) are incorporated herein by
                           reference.

                           (b)      For the purposes of this Section "Actual
                  Deferral Percentage" means, with respect to the Highly
                  Compensated Participant group and Non-Highly Compensated
                  Participant group for a Plan Year, the average of the ratios,
                  calculated separately for each Participant in such group, of
                  the amount of Employer Elective Contributions allocated to
                  each Participant's Elective Account for such Plan Year, to
                  such Participant's Compensation for such Plan Year. The actual
                  deferral ratio for each Participant and the "Actual Deferral
                  Percentage" for each group shall be calculated to the nearest
                  one-hundredth of one percent. Employer Elective Contributions
                  allocated to each Non-Highly Compensated Participant's
                  Elective Account shall be reduced by Excess Deferred
                  Compensation to the extent such excess amounts are made under
                  this Plan or any other plan maintained by the Employer and by
                  any matching contributions which relate to such Excess
                  Deferred Compensation.

                           (c)      For the purposes of Sections 4.5(a) and 4.6,
                  a Highly Compensated Participant and a Non-Highly Compensated
                  Participant shall include any Employee eligible to make a
                  deferral election pursuant to Section 4.2, whether or not such
                  deferral election was made or suspended pursuant to Section
                  4.2.

<PAGE>

                                      -29-

                           (d)      For the purposes of this Section and PR-Code
                  Sections 1165(a)(4) and 1165(e) if two or more plans which
                  include cash or deferred arrangements are considered one plan
                  for the purposes of PR-Code Section 1165(a)(4), the cash or
                  deferred arrangements included in such plans shall be treated
                  as one arrangement. In addition, two or more cash or deferred
                  arrangements may be considered as a single arrangement for
                  purposes of determining whether or not such arrangements
                  satisfy PR-Code Sections 1165(a)(4) and 1165(e). In such a
                  case, the cash or deferred arrangements included in such plans
                  and the plans including such arrangements shall be treated as
                  one arrangement and as one plan for purposes of this Section
                  and PR-Code Sections 1165(a)(4) and 1165(e).

                           (e)      For the purposes of this Section, if a
                  Highly Compensated Participant is a Participant under two or
                  more cash or deferred arrangements of the Employer or an
                  Affiliated Employer, all such cash or deferred arrangements
                  shall be treated as one cash or deferred arrangement for the
                  purpose of determining the actual deferral ratio with respect
                  to such Highly Compensated Participant. However, if the cash
                  or deferred arrangements have different plan years, this
                  paragraph shall be applied by treating all cash or deferred
                  arrangements ending with or within the same calendar year as a
                  single arrangement.

         4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

                  In the event (or if it is anticipated) that the initial
allocations of the Employer Elective Contributions made pursuant to Section 4.4
do (or might) not satisfy one of the tests set forth in Section 4.5(a), the
Administrator shall adjust Excess Contributions pursuant to the options set
forth below:

                           (a)      on or before the fifteenth day of the third
                  month following the end of each Plan Year, the Highly
                  Compensated Participant having the largest actual deferral
                  ratio shall have a portion of his Elective Contributions
                  distributed to him until the total amount of Excess
                  Contributions has been distributed or until the amount of his
                  Elective Contributions equals the Elective Contributions of
                  the Highly Compensated Participant having the second largest
                  actual deferral ratio. This process shall continue until the
                  total amount of Excess Contributions has been distributed. In
                  determining the

<PAGE>

                                      -30-

                  amount of Excess Contributions to be distributed with respect
                  to an affected Highly Compensated Participant as determined
                  herein, such amount shall be reduced pursuant to Section
                  4.2(f) by any Excess Deferred Compensation previously
                  distributed to such affected Highly Compensated Participant
                  for his taxable year ending with or within such Plan Year and
                  any forfeited matching contributions which relate to such
                  Excess Deferred Compensation.

                                    (1)      With respect to the distribution of
                           Excess Contributions pursuant to (a) above, such
                           distribution:

                                             (i)      may be postponed but not
                                    later than the close of the Plan Year
                                    following the Plan Year to which they are
                                    allocable;

                                             (ii)     shall be made first from
                                    unmatched Deferred Compensation and,
                                    thereafter, proportionately from Deferred
                                    Compensation which is matched and matching
                                    contributions which relate to such Deferred
                                    Compensation, if used in the "Actual
                                    Deferral Percentage" tests pursuant to
                                    Section 4.5;

                                             (iii)    shall be adjusted for
                                    Income; and

                                             (iv)     shall be designated by the
                                    Employer as a distribution of Excess
                                    Contributions (and Income).

                                    (2)      Any distribution of less than the
                           entire amount of Excess Contributions shall be
                           treated as a pro rata distribution of Excess
                           Contributions and Income.

                                    (3)      Matching contributions which relate
                           to Excess Contributions shall be forfeited unless the
                           related matching contribution is distributed as an
                           Excess Contribution pursuant to (1) above.

                           (b)      Within twelve (12) months after the end of
                  the Plan Year, the Employer may make a special Qualified
                  Non-Elective Contribution on behalf of certain Non-Highly
                  Compensated Participants in an amount sufficient to satisfy
                  (or to prevent an anticipated failure of) one of the tests set
                  forth in Section 4.5(a). Such contribution

<PAGE>

                                      -31-

                  shall be allocated to the Participant's Elective Account of
                  the NonHighly Compensated Participant having the lowest
                  Compensation, until one of the tests set forth in Section
                  4.5(a) is satisfied. If one of the tests set forth in Section
                  4.5(a) has not been satisfied, the Non-Highly Compensated
                  Participant having the second lowest Compensation shall
                  receive the special Qualified Non-Elective Contribution until
                  one of the tests set forth in Section 4.5(a) is satisfied.
                  This process shall continue until one of the tests set forth
                  in Section 4.5(a) has been satisfied.

                           (c)      If during a Plan Year the projected
                  aggregate amount of Elective Contributions to be allocated to
                  all Highly Compensated Participants under this Plan would, by
                  virtue of the tests set forth in Section 4.5(a), cause the
                  Plan to fail such tests, then the Administrator may
                  automatically reduce proportionately or in the order provided
                  in Section 4.6(a) each affected Highly Compensated
                  Participant's deferral election made pursuant to Section 4.2
                  by an amount necessary to satisfy one of the tests set forth
                  in Section 4.5(a).

         4.7      TRANSFERS FROM QUALIFIED PLANS

                           (a)      With the consent of the Administrator,
                  amounts may be transferred from other qualified plans by
                  Participants provided that the trust from which the funds are
                  transferred permits the transfer to be made and the transfer
                  will not jeopardize that tax exempt status of the Plan or
                  Trust or create adverse tax consequences for the Employer. The
                  amounts transferred shall be set up in a separate account
                  herein referred to as a "Participant's Rollover Account". The
                  account shall be full Vested at all times and shall not be
                  subject to Forfeiture for any reason.

                           (b)      Amounts in a Participant's Rollover Account
                  shall be held by the Trustee pursuant to the provisions of
                  this Plan and may not be withdrawn by, or distributed to the
                  Participant, in whole or in part, except as provided in
                  Section 6.10 and paragraphs (c) and (d) of this Section.

                           (c)      Except as permitted by Regulations
                  (including United States Treasury Regulation 1 .411 (d)-4),
                  amounts attributable to elective contributions (as defined in
                  PR Treasury Regulation 1165-8(a)(2), including amounts

<PAGE>

                                      -32-

                  treated as elective contributions, which are transferred from
                  another qualified plan in a plan-to-plan transfer shall be
                  subject to the distribution limitations provided for in PR
                  Treasury Regulation 1165-8(d)(1).

                           (d)      At Normal Retirement Date, or such other
                  date when the Participant or his Beneficiary shall be entitled
                  to receive benefits, the fair market value of the
                  Participant's Rollover Account shall be used to provide
                  additional benefits to the Participant or his Beneficiary. Any
                  distributions of amounts held in a Participant's Rollover
                  Account shall be made in a manner which is consistent with and
                  satisfies the provisions of Section 6.5, including, but not
                  limited to, all notice and consent requirements of Code
                  Sections 417 and 411(a)(11) and the Regulations thereunder.
                  Furthermore, such amounts shall be considered as part of a
                  Participant's benefit in determining whether an involuntary
                  cash-out of benefits without Participant consent may be made.

                           (e)      The Administrator may direct that employee
                  transfers made after a Valuation Date be segregated into a
                  separate account for each Participant in a federally insured
                  savings account, certificate of deposit in a bank or savings
                  and loan association, money market certificate, or other short
                  term debt security acceptable to the Trustee until such time
                  as the allocations pursuant to this Plan have been made, at
                  which time they may remain segregated or be invested as part
                  of the general Trust Fund, to be determined by the
                  Administrator.

                           (f)      For purposes of this Section, the term
                  "qualified plan" shall mean any tax qualified plan under
                  PR-Code Section 1165 (a). The term "amounts transferred from
                  other qualified plans" shall mean: (i) amounts transferred to
                  this Plan directly from another qualified plan; (ii)
                  distributions from another qualified plan which are eligible
                  rollover distributions and which are either transferred by the
                  Employee to this Plan within sixty (60) days following his
                  receipt thereof or are transferred pursuant to a direct
                  rollover.

                           (g)      Prior to accepting any transfers to which
                  this Section applies, the Administrator may require the
                  Employee to establish that the amounts to be transferred to
                  this Plan meet the requirements of this Section and

<PAGE>

                                      -33-

                  may also require the Employee to provide an opinion of counsel
                  satisfactory to the Employer that the amounts to be
                  transferred meet the requirements of this Section.

                           (h)      Notwithstanding anything herein to the
                  contrary, a transfer directly to this Plan from another
                  qualified plan (or a transaction having the effect of such a
                  transfer) shall only be permitted if it will not result in the
                  elimination or reduction of any "Act Section 204(g) protected
                  benefit" as described in Section 7.1.

         4.8      VOLUNTARY CONTRIBUTIONS

                           (a)      This Plan does not permit voluntary
                  contributions by Participants. However, this Section 4.8
                  applies to any Participant account that is merged with and
                  into, or transferred (other than by a direct or indirect
                  rollover transfer) to, this Plan from another qualified
                  defined contribution plan and which includes amounts
                  attributable to voluntary contributions. Those amounts compose
                  a Participants Voluntary Contributions Account. The balance in
                  each Participant's Voluntary Contribution Account, resulting
                  from mergers or direct transfers shall be fully Vested at all
                  times and shall not be subject to Forfeiture for any reason.

                           (b)      A Participant may elect to withdraw his
                  voluntary contributions from his Voluntary Contribution
                  Account and the actual earnings thereon in a manner which is
                  consistent with and satisfies the provisions of Section 6.5,
                  including, but not limited to, all notice and consent
                  requirements of Code Sections 417 and 411(a)(11) and the
                  Regulations thereunder. If the Administrator maintains
                  sub-accounts with respect to voluntary contributions (and
                  earnings thereon) which were made on or before a specified
                  date, a Participant shall be permitted to designate which
                  sub-account shall be the source for his withdrawal.

                           (c)      At Normal Retirement Date, or such other
                  date when the Participant or his Beneficiary shall be entitled
                  to receive benefits, the fair market value of the Voluntary
                  Contribution Account shall be used to provide additional
                  benefits to the Participant or his Beneficiary.

<PAGE>

                                      -34-

         4.9      DIRECTED INVESTMENT ACCOUNT

                           (a)      Participants may, subject to a procedure
                  established by the Administrator (the Participant Direction
                  Procedures) and applied in a uniform nondiscriminatory manner,
                  direct the Trustee to invest all of their accounts in specific
                  assets, specific funds or other investments permitted under
                  the Plan and the Participant Direction Procedures. That
                  portion of the interest of any Participant so directing will
                  thereupon be considered a Participant's Directed Account.

                           (b)      As of each Valuation Date, all Participant
                  Directed Accounts shall be charged or credited with the net
                  earnings, gains, losses and expenses as well as any
                  appreciation or depreciation in the market value using
                  publicly listed fair market values when available or
                  appropriate.

                                    (1)      To the extent that the assets in a
                           Participant's Directed Account are accounted for as
                           pooled assets or investments, the allocation of
                           earnings, gains and losses of each Participant's
                           Directed Account shall be based upon the total amount
                           of funds so invested, in a manner proportionate to
                           the Participant's share of such pooled investment.

                                    (2)      To the extent that the assets in
                           the Participant's Directed Account are accounted for
                           as segregated assets, the allocation of earnings,
                           gains and losses from such assets shall be made on a
                           separate and distinct basis.

                           (c)      The Participant Direction Procedures shall
                  provide an explanation of the circumstances under which
                  Participants and their Beneficiaries may give investment
                  instructions, including, but need not be limited to, the
                  following:

                                    (1)      the conveyance of instructions by
                           the Participants and their Beneficiaries to invest
                           Participant Directed Accounts in Directed
                           Investments;

                                    (2)      the name, address and phone number
                           of the Fiduciary (and, if applicable, the person or
                           persons designated by the Fiduciary to act on its

<PAGE>

                                      -35-

                           behalf) responsible for providing information to the
                           Participant or a Beneficiary upon request relating to
                           the investments in Directed Investments;

                                    (3)      applicable restrictions on
                           transfers to and from any Designated Investment
                           Alternative;

                                    (4)      any restrictions on the exercise of
                           voting, tender and similar rights related to a
                           Directed Investment by the Participants or their
                           Beneficiaries;

                                    (5)      a description of any transaction
                           fees and expenses which affect the balances in
                           Participant Directed Accounts in connection with the
                           purchase or sale of Directed Investments; and

                                    (6)      general procedures for the
                           dissemination of investment and other information
                           relating to the Designated Investment Alternatives as
                           deemed necessary or appropriate, including but not
                           limited to a description of the following:

                                             (i)      the investment vehicles
                                    available under the Plan, including specific
                                    information regarding any Designated
                                    Investment Alternative;

                                             (ii)     any designated Investment
                                    Managers; and

                                             (iii)    a description of the
                                    additional information which may be obtained
                                    upon request from the Fiduciary designated
                                    to provide such information.

                           (d)      Any information regarding investments
                  available under the Plan, to the extent not required to be
                  described in the Participant Direction Procedures, may be
                  provided to the Participant in one or more written documents
                  which are separate from the Participant Direction Procedures
                  and are not thereby incorporated by reference into this Plan.

                           (e)      The Administrator may, at its discretion,
                  include in or exclude by amendment or other action from the
                  Participant Direction Procedures such instructions,

<PAGE>

                                      -36-

                  guidelines or policies as it deems necessary or appropriate to
                  ensure proper administration of the Plan, and may interpret
                  the same accordingly.

                                    ARTICLE V
                                   VALUATIONS

         5.1      VALUATION OF THE TRUST FUND

                  The Administrator shall direct the Trustee, as of each
Valuation Date, to determine the net worth of the assets comprising the Trust
Fund as it exists on the Valuation Date, In determining such net worth, the
Trustee shall value the assets comprising the Trust Fund at their fair market
value as of the Valuation Date and shall deduct all expenses for which the
Trustee has not yet obtained reimbursement from the Employer or the Trust Fund.
The Trustee may update the value of any shares held in the Participant Directed
Account by reference to the number of shares held by that Participant, priced at
the market value as of the Valuation Date.

         5.2      METHOD OF VALUATION

                  In determining the fair market value of securities held in the
Trust Fund which are listed on a registered stock exchange, the Administrator
shall direct the Trustee to value the same at the prices they were last traded
on such exchange preceding the close of business on the Valuation Date. If such
securities were not traded on the Valuation Date, or if the exchange on which
they are traded was not open for business on the Valuation Date, then the
securities shall be valued at the prices at which they were last traded prior to
the Valuation Date. Any unlisted security held in the Trust Fund shall be valued
at its bid price next preceding the close of business on the Valuation Date,
which bid price shall be obtained from a registered broker or an investment
banker. In determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise such
assets itself or in its discretion, employ one or more appraisers for that
purpose and rely on the values established by such appraiser or appraisers.

                  For administrative purposes, the Administrator may establish,
or cause to be established, unit values for one or more investment funds (or any
portion thereof) and maintain the accounts setting forth each Participant's
interest in the investment fund (or any portion thereof) in terms of the units,
all in accordance with rules and procedures as the Administrators shall deem to
be fair, equitable and administratively practicable. In the event that unit
accounting is thus established for any investment fund

<PAGE>

                                      -37-

(or any portion thereof) the value of a Participant's interest in that
investment fund (or any portion thereof) at any time shall be an amount equal to
the then value of a unit in the investment fund (or any portion thereof)
multiplied by the number of units then credited to the Participant.

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

         6.1      DETERMINATION OF BENEFITS UPON RETIREMENT

                  Every Participant may terminate his employment with the
Employer and retire for the purposes hereof oil his Normal Retirement Date or
Early Retirement Date. However, a Participant may postpone the termination of
his employment with the Employer to a later date, in which event the
participation of such Participant in the Plan, including the right to receive
allocations pursuant to Section 4.4, shall continue until his Late Retirement
Date. Upon a Participant's Retirement Date or attainment of his Normal
Retirement Date without termination of employment with the Employer, or as soon
thereafter as is practicable, the Trustee shall distribute, at the election of
the Participant, all amounts credited to such Participant's Combined Account in
accordance with Section 6.5.

         6.2      DETERMINATION OF BENEFITS UPON DEATH

                  This Section 6.2 describes the determination of benefits upon
a Participant's death.

                           (a)      Upon the death of a Participant before his
                  Retirement Date or other termination of his employment, all
                  amounts credited to such Participant's Combined Account shall
                  become fully Vested. The Administrator shall direct the
                  Trustee, in accordance with the provisions of Sections 6.6 and
                  6.7, to distribute the value of the deceased Participant's
                  accounts to the Participant's Beneficiary.

                           (b)      Upon the death of a Former Participant, the
                  Administrator shall direct the Trustee, in accordance with the
                  provisions of Sections 6.6 and 6.7, to distribute any
                  remaining Vested amounts credited to the accounts of a
                  deceased Former Participant to such Former Participant's
                  Beneficiary.

                           (c)      Any security interest held by the Plan by
                  reason of an outstanding loan to the Participant or

<PAGE>

                                      -38-

                  Former Participant shall be taken into account in determining
                  the amount of the death benefit.

                           (d)      The Administrator may require such proper
                  proof of death and such evidence of the right of any person to
                  receive payment of the value of the account of a deceased
                  Participant or Former Participant as the Administrator may
                  deem desirable. The Administrator's determination of death and
                  of the right of any person to receive payment shall be
                  conclusive.

                           (e)      The Beneficiary of the death benefit payable
                  pursuant to this Section shall be the Participant's spouse.
                  Except, however, the Participant may designate a Beneficiary
                  other than the Participant's spouse if:

                                    (1)      the spouse has validly waived the
                           right to be the Participant's Beneficiary, or

                                    (2)      the Participant is legally
                           separated or has been abandoned (within the meaning
                           of local law) and the Participant has a court order
                           to such effect (and there is no "qualified domestic
                           relations order" as defined in Act Section 206(d)
                           which provides otherwise), or

                                    (3)      the Participant: has no spouse, or

                                    (4)      the spouse cannot be located.

                                    In such event, the designation of a
                  Beneficiary shall be made on a form satisfactory to the
                  Administrator. A Participant may at any time revoke his
                  designation of a Beneficiary or change his Beneficiary by
                  filing written notice of the revocation or change with the
                  Administrator. However, the Participant's spouse must again
                  consent in writing to any change in Beneficiary. In the event
                  no valid designation of Beneficiary exists at the time of the
                  Participant's death, the death benefit shall be payable to his
                  spouse.

                           (f)      Any consent by the Participant's spouse to
                  waive any rights to the death benefit must be in writing, must
                  acknowledge the effect of the waiver, and be witnessed by a
                  notary public. Further, the spouse's consent must be
                  irrevocable and must acknowledge the specific nonspouse
                  Beneficiary.

<PAGE>

                                      -39-

                           (g)      Notwithstanding the above provisions of this
                  Section 6.2, before the effective date of this amended and
                  restated Plan, Section 6.2 of the pre-amended Plan controls
                  with respect to distributions with an Annuity Starting Date
                  that is earlier than the 90th day after the date the
                  Participant is furnished a summary that reflects this amended
                  Section 6.2 and that satisfies the requirements of 29 C.F.R.
                  2520,104b-3 (relating to a summary of material modifications)
                  for pension plans.

         6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY

                  In the event of a Participant's Total and Permanent Disability
prior to his Retirement Date or other termination of his employment, all amounts
credited to such Participant's Combined Account shall become fully Vested. In
the event of a Participant's Total and Permanent Disability, the Trustee, in
accordance with the provisions of Sections 6.5 and 6.7, shall distribute to such
Participant all amounts credited to such Participant's Combined Account as
though he had retired.

         6.4      DETERMINATION OF BENEFITS UPON TERMINATION

                           (a)      If a Participant's employment with the
                  Employer is terminated for any reason other than death. Total
                  and Permanent Disability or retirement such Participant shall
                  be entitled to such benefits as are provided hereinafter
                  pursuant to this Section 6.4.

                                    Distribution of the funds due to a
                  Terminated Participant shall be made on the occurrence of an
                  event which would result in the distribution had the
                  Terminated Participant remained in the employ of the Employer
                  (upon the Participant's death, Total and Permanent
                  Disability, Early or Normal Retirement). However, at the
                  election of the Participant, the Administrator shall direct
                  the Trustee to cause the entire Vested portion of the
                  Terminated Participant's Combined Account to be payable to
                  such Terminated Participant. Any distribution under this
                  paragraph shall be made in a manner which is consistent with
                  and satisfies the provisions of Section 6.5, including, but
                  not limited to, all notice and consent requirements of Code
                  Sections 417 and 411(a)(11) and the Regulations thereunder.

                                    The Administrator shall direct the Trustee
                  to cause the entire Vested benefit to be paid to such
                  Participant in a single lump sum, if the value of a

<PAGE>

                                      -40-

                  Terminated Participant's Vested benefit derived from Employer
                  and Employee contributions does not exceed $5,000 and the
                  Participant has not commenced a periodic distribution form for
                  which at least one scheduled periodic distribution is yet to
                  be made.

                           (b)      The Vested portion of any Participant's
                  Account attributable to Employer discretionary contributions
                  made pursuant to Section 4.1(d) shall be a percentage of the
                  total of such amount credited to his Participant's Account
                  determined on the basis of the Participant's number of whole
                  years of his Period of Service according to the following
                  schedule:

                                Vesting Schedule
                      Employer Discretionary Contributions

<TABLE>
<CAPTION>
Periods of Service                        Percentage
<S>                                       <C>
Less than 3                                    0%
3                                             20%
4                                             40%
5                                             60%
6                                             80%
7                                            100%
</TABLE>

                           (c)      Notwithstanding the vesting schedule above,
                  the Vested percentage of a Participant's Account shall not be
                  less than the Vested percentage attained as of the later of
                  the effective date or adoption date of this amendment and
                  restatement.

                           (d)      Notwithstanding the vesting schedule above,
                  upon the complete discontinuance of the Employer contributions
                  to the Plan or upon any full or partial termination of the
                  Plan, all amounts credited to the account of any affected
                  Participant shall become 100% Vested and shall not thereafter
                  be subject to Forfeiture.

                           (e)      Except as otherwise provided in this Section
                  6.4(e), a Participant with a Period of Service of at least
                  three (3) whole years as of the expiration date of the
                  election period may elect to have his nonforfeitable
                  percentage computed under the Plan without regard to such
                  amendment and restatement. If a Participant fails to make such
                  election, then such

<PAGE>

                                      -41-

                  Participant shall be subject to the new vesting schedule. The
                  Participant's election period shall commence on the adoption
                  date of the amendment and shall end 60 days after the latest
                  of;

                                    (1)      the adoption date of the amendment,

                                    (2)      the effective date of the
                           amendment, or

                                    (3)      the date the Participant receives
                           written notice of the amendment from the Employer or
                           Administrator.

                                    Except, however, any Employee who was a
                  Participant as of April 1, 2001, and who had completed a
                  Period of Service of at least three (3) whole years at that
                  time shall be subject to the following pre-amendment vesting
                  schedules or additional vesting provision, to the extent
                  applicable to the Participant, provided the schedule or
                  additional vesting provision is more liberal than the new
                  vesting schedule.

Pre-Amendment Vesting Schedule for Participants in this Plan
                  (participation determined as of March 31, 2001)

                           100% vested upon attainment of age 62

                           (f)      The computation of a Participant's
                  nonforfeitable percentage of his interest in the Plan shall
                  not be reduced as the result of any direct or indirect
                  amendment to this Plan. For this purpose, the Plan shall be
                  treated as having been amended if the Plan provides for an
                  automatic change in vesting due to a change in top heavy
                  status. In the event that the Plan is amended to change or
                  modify any vesting schedule, a Participant with at least three
                  (3) whole years of his Period of Service as of the expiration
                  date of the election period may elect to have his
                  nonforfeitable percentage computed under the Plan without
                  regard to such amendment. If a Participant fails to make such
                  election, then such Participant shall be subject to the new
                  vesting schedule. The Participant's election period shall
                  commence on the adoption date of the amendment and shall end
                  60 days after the latest of:

                                    (1)      the adoption date of the amendment,

                                    (2)      the effective date of the
                           amendment, or

<PAGE>

                                      -42-

                                    (3)      the date the Participant receives
                           written notice of the amendment from the Employer or
                           Administrator.

                                    (g)(1)   If any Former Participant shall be
                  reemployed by the Employer before a 1-Year Break in Service
                  occurs, he shall continue to participate in the Plan in the
                  same manner as if such termination had not occurred.

                                    (2)      If any Former Participant shall be
                           reemployed by the Employer before five (5)
                           consecutive 1-Year Breaks in Service, and such Former
                           Participant had received, or was deemed to have
                           received, a distribution of his entire Vested
                           interest prior to his reemployment, his forfeited
                           account shall be reinstated only if he repays the
                           full amount distributed to him before the earlier of
                           five (5) years after the first date on which the
                           Participant is subsequently reemployed by the
                           Employer or the close of the first period of five (5)
                           consecutive 1-Year Breaks in Service commencing after
                           the distribution, or in the event of a deemed
                           distribution, upon the reemployment of such Former
                           Participant. In the event the Former Participant does
                           repay the full amount distributed to him, or in the
                           event of a deemed distribution, the undistributed
                           portion of the Participant's Account must be restored
                           in frill, unadjusted by any gains or losses occurring
                           subsequent to the Valuation Date coinciding with or
                           preceding his termination. The source for such
                           reinstatement shall first be any Forfeitures
                           occurring during the year. If such source is
                           insufficient, then the Employer shall contribute an
                           amount which is sufficient to restore any such
                           forfeited Accounts provided, however, that if a
                           discretionary contribution is made for such year
                           pursuant to Section 4.l(d), such contribution shall
                           first be applied to restore any such Accounts and the
                           remainder shall be allocated in accordance with
                           Section 4.4.

                                    (3)      If any Former Participant is
                           reemployed after a 1-Year Break in Service has
                           occurred, Periods of Service shall include Periods of
                           Service prior to his 1-Year Break in Service subject
                           to the following rules:

<PAGE>

                                      -43-

                                             (i)      If a Former Participant
                                    has a 1-Year Break in Service, his prebreak
                                    and post-break service shall be used for
                                    computing Periods of Service for eligibility
                                    and for vesting purposes only after he has
                                    been employed for a Period of Service of one
                                    (1) year following the date of his
                                    reemployment with the Employer;

                                             (ii)     Any Former Participant who
                                    under the Plan does not have a
                                    nonforfeitable right to any interest in the
                                    Plan resulting from Employer contributions
                                    shall lose credits otherwise allowable under
                                    (i) above if his consecutive 1-Year Breaks
                                    in Service equal or exceed the greater of
                                    (A) five (5) or (B) the aggregate number of
                                    years of his pre-break Periods of Service;

                                             (iii)    After five (5) consecutive
                                    1-Year Breaks in Service, a Former
                                    Participant's Vested Account balance
                                    attributable to pre-break service shall not
                                    be increased as a result of post-break
                                    service;

                                             (iv)     If a Former Participant is
                                    reemployed by the Employer, he shall
                                    participate in the Plan immediately on his
                                    date of reemployment;

                                             (v)      If a Former Participant
                                    (a 1 -Year Break in Service previously
                                    occurred, but employment had not terminated)
                                    is credited with an Hour of Service after
                                    the first eligibility computation period in
                                    which he incurs a 1 -Year Break in Service,
                                    he shall participate in the Plan
                                    immediately.

         6.5      DISTRIBUTION OF BENEFITS

                           (a)      The Administrator, pursuant to the election
                  of the Participant, shall direct the Trustee to distribute to
                  a Participant or his Beneficiary any amount to which he is
                  entitled under the Plan in one or more of the following
                  methods: one lump-sum payment in cash or, to the extent of any
                  whole units of Sponsor or Employer securities held in the
                  Participant's account at the time

<PAGE>

                                      -44-

                  of distribution, in the form of Sponsor or Employer
                  securities.

                           (b)      Any distribution to a Participant who has a
                  Vested benefit which exceeds $5,000 shall require the
                  Participant's consent if the distribution occurs prior to the
                  later of his Normal Retirement Age or age 62. With regard to
                  this required consent:

                                    (1)      The Participant must be informed of
                           his right to defer receipt of the distribution. If a
                           Participant fails to affirmatively consent, it shall
                           be deemed an election to defer the distribution of
                           any benefit.

                                    (2)      Except as provided in Section
                           6.5(b)(5), notice of the rights specified under this
                           paragraph shall be provided no less than 30 days and
                           no more than 90 days before the Annuity Starting
                           Date.

                                    (3)      Consent of the Participant to the
                           distribution must not be made before the Participant
                           receives the notice and must not be made more than 90
                           days before the Annuity Starting Date.

                                    (4)      No consent shall be valid if a
                           significant detriment is imposed under the Plan on
                           any Participant who does not consent to the
                           distribution.

                                    (5)      The Annuity Starting Date for a
                           distribution may be less than 30 days after receipt
                           of the written explanation described above, provided
                           that:

                                             (i)      the Administrator clearly
                                    informs the Participant that the Participant
                                    has a right to a period of 30 days after
                                    receiving the notice to consider whether to
                                    defer the receipt of the distribution,

                                             (ii)     the Participant is
                                    permitted to revoke an affirmative
                                    distribution election at least until the
                                    Annuity Starting Date, or, if later, at any
                                    time prior to the expiration of the 7-day
                                    period that begins the day after the written
                                    explanation of the right to defer the

<PAGE>

                                      -45-

                                    receipt of the distribution is provided to
                                    the Participant, and

                                             (iii)    the Annuity Starting Date
                                    is a date after the date that the written
                                    explanation was provided to the Participant.

                                    (6)      Notwithstanding Section
                           6.5(b)(5)(iii), the Annuity Starting Date may be a
                           date prior to the date the written explanation is
                           provided to the Participant if the distribution does
                           not occur until at least 30 days after the written
                           explanation is provided, subject to the waiver of the
                           30-day period as provided for above.

                           (c)      If a distribution is made at a time when a
                  Participant is not fully Vested in his Participant's Account
                  and the Participant may increase the Vested percentage in such
                  account:

                                    (1)      a separate account shall be
                           established for the Participant's interest in the
                           Plan as of the time of the distribution; and

                                    (2)      at any relevant time, the
                           Participant's Vested portion of the separate account
                           shall be equal to an amount ("XI") determined by the
                           formula:

                           X equals P(AB plus R x D)) - R x D)

                           For purposes of applying the formula: P is the Vested
                           percentage at the relevant time, AB is the account
                           balance at the relevant time, D is the amount of
                           distribution, and R is the ratio of the account
                           balance at the relevant time to the account balance
                           after distribution.

                           (d)      Notwithstanding the above provisions of this
                  Section 6.5, before the effective date of this amended and
                  restated Plan, Section 6.5 of the pre-amended Plan controls
                  with respect to distributions with an Annuity Starting Date
                  that is earlier than the 90th day after the date the
                  Participant is furnished a summary that reflects this amended
                  Section 6.5 and that satisfies the requirements of 29 C.F.R.
                  2520. 104b-3 (relating to a summary of material modifications)
                  for pension plans.

<PAGE>

                                      -46-

         6.6      DISTRIBUTION OF BENEFITS UPON DEATH

                           (a)      The Administrator, pursuant to the election
                  of the Participant's Beneficiary, shall direct the Trustee to
                  distribute to the Beneficiary any amount payable pursuant to
                  Section 6.2 in one or more of the following methods: one
                  lump-sum payment in cash or, to the extent of any whole units
                  of Sponsor or Employer securities held in the Participant's
                  account at the time of distribution, in the form of Sponsor or
                  Employer securities, subject to the rules of Section 6.6(b).

                           (b)      Notwithstanding any provision in the Plan to
                  the contrary, distributions upon the death of a Participant
                  shall be made in accordance with the following requirements.
                  If it is determined pursuant to Regulations that the
                  distribution of a Participant's interest has been elected and
                  the Participant dies before his entire interest has been
                  distributed to him, the remaining portion of such interest
                  shall be distributed to the Participant's Beneficiary in the
                  method of distribution selected by the Participant pursuant to
                  Section 6.5 as of his date of death. If a Participant dies
                  before he has elected to receive any distributions of his
                  interest under the Plan or before distributions are deemed to
                  have begun pursuant to Regulations, then his death benefit
                  shall be distributed to his Beneficiary by December 31st of
                  the calendar year following the calendar year in which the
                  date of death occurs.

                           (c)      Notwithstanding the above provisions of this
                  Section 6.6, before the effective date of this amended and
                  restated Plan, Section 6.6 of the pre-amended Plan controls
                  with respect to distributions with an Annuity Starting Date
                  that is earlier than the 90th day after the date the
                  Participant is furnished a summary that reflects this amended
                  Section 6.6 and that satisfies the requirements of 29 C.F.R.
                  2520.104b-3 (relating to a summary of material modifications)
                  for pension plans.

         6.7      TIME OF SEGREGATION OR DISTRIBUTION

                  Except as limited by Sections 6.5 and 6.6, whenever the
Trustee is to make a distribution or to commence a series of payments the
distribution may be made or begun as soon as is practicable. However, unless a
Former Participant elects in writing to defer the receipt of benefits (such
election may not result in a death benefit that is more than incidental), the

<PAGE>

                                      -47-

payment of benefits shall begin not later than the 60th day after the close of
the Plan Year in which the latest of the following events occurs: (a) the date
on which the Participant attains the earlier of age 65 or the Normal Retirement
Age specified herein; (b) the 10th anniversary of the year in which the
Participant commenced participation in the Plan; or (c) the date the Participant
terminates his service with the Employer.

         6.8      DISTRIBUTION FOR MINOR BENEFICIARY

                  In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Transfer to Minors Act, Uniform Gift to Minors Act or Gift to
Minors Act, if such is permitted by the laws of the jurisdiction in which said
Beneficiary resides. Such a payment to the legal guardian, custodian or parent
of a minor Beneficiary shall fully discharge the Trustee, Sponsor, Employer, and
Plan from further liability on account thereof.

         6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

                  If all, or any portion, of the distribution payable to a
Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of the Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, the benefit shall be restored
unadjusted for earnings or losses and shall not count as an Annual Addition
under Section 415 of the Code.

         6.10     PRE-RETIREMENT DISTRIBUTION

                           (a)      Prior to termination of employment with the
                  Employer or Affiliated Employer, if a Participant shall have
                  attained the age of 59 1/2 years, the Administrator, at the
                  election of the Participant, shall direct the Trustee to
                  distribute all or a portion of the vested amount then credited
                  to the accounts maintained on behalf of the Participant. If
                  the Administrator makes such a distribution, the Participant
                  shall continue to be

<PAGE>

                                      -48-

<PAGE>

                                      -49-

                                    (3)      Payment of tuition, related
                           educational fees, and room and board expenses for the
                           next twelve (12) months of post-secondary education
                           for the Participant, his spouse, children, or
                           dependents; or

                                    (4)      Payments necessary to prevent the
                           eviction of the Participant from his principal
                           residence or foreclosure on the mortgage of the
                           Participant's principal residence.

                           (b)      No distribution shall be made pursuant to
                  this Section unless the Administrator, based upon the
                  Participant's representation and such other facts as are known
                  to the Administrator, determines that all of the following
                  conditions are satisfied:

                                    (1)      The distribution is not in excess
                           of the amount of the immediate and heavy financial
                           need of the Participant. The amount of the immediate
                           and heavy financial need may include any amounts
                           necessary to pay any federal, state, or local income
                           taxes or penalties reasonably anticipated to result
                           from the distribution;

                                    (2)      The Participant has obtained all
                           distributions, other than hardship distributions, and
                           all nontaxable (at the time of the loan) loans
                           currently available under all plans maintained by the
                           Employer;

                                    (3)      The Plan, and all other plans
                           maintained by the Employer, provide that the
                           Participant's elective deferrals and voluntary
                           Employee contributions will be suspended for at least
                           twelve (12) months after receipt of the hardship
                           distribution or, the Participant, pursuant to a
                           legally enforceable agreement, will suspend his
                           elective deferrals and voluntary Employee
                           contributions to the Plan and all other plans
                           maintained by the Employer for at least twelve (12)
                           months after receipt of the hardship
                           distribution; and

                                    (4)      The Plan, and all other plans
                           maintained by the Employer provide that the
                           Participant may not make elective deferrals for the
                           Participant's taxable year immediately following the
                           taxable year

<PAGE>

                                      -50-

                           of the hardship distribution in excess of the
                           applicable limit under PR-Code Section 1165(e)(7) for
                           such next taxable year less the amount of such
                           Participant's elective deferrals for the taxable year
                           of the hardship distribution.

                           (c)      Notwithstanding the above, distributions
                  from the Participant's Elective Account pursuant to this
                  Section shall be limited, as of the date of distribution, to
                  the Participant's Elective Account as of the end of the last
                  Plan Year ending before July 1, 1989, plus the total
                  Participant's Deferred Compensation after such date, reduced
                  by the amount of any previous distributions from that account
                  pursuant to this Section and Section 6.10.

                           (d)      Any distribution made pursuant to this
                  Section shall be made in a manner which is consistent with and
                  satisfies the provisions of Section 6.5, including, but not
                  limited to, all notice and consent requirements of Code
                  Sections 417 and 411(a)(11) and the Regulations thereunder.

                           (e)      If a Participant requests a withdrawal under
                  this Section, the Participant's Voluntary Contribution
                  Account, if any, a Participant may withdraw part or all of the
                  accumulated income, gains and losses on the Participant's
                  Voluntary Contribution Account not previously withdrawn.

         6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

                  All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan. For the purposes of this Section, "alternate
payee," "qualified domestic relations order" and "earliest retirement age,"
shall have the meaning set forth under ERISA Section 206(d).

         6.13     DIRECT ROLLOVER

                           (a)      Notwithstanding any provision of the Plan to
                  the contrary that would otherwise limit a distributee's

<PAGE>

                                      -51-

                  election under this Section, a distributes may elect, at the
                  time and in the manner prescribed by the Administrator, to
                  have all of the balance to the credit of the distributee that
                  is equal to at least $500 paid directly to an eligible
                  retirement plan specified by the distributee in a direct
                  rollover.

                           (b)      For purposes of this Section the following
                  definitions shall apply:

                                    (1)      An eligible retirement plan is an
                           individual retirement account described in PR-Code
                           Section 1169 or a qualified trust described in
                           PR-Code Section 1165(a), that accepts the
                           distributee's eligible rollover distribution.

                                    (2)      A distributee includes an Employee
                           or former Employee. In addition, the Employee's or
                           former Employee's surviving spouse and the Employee
                           or former Employee's spouse or former spouse who is
                           the alternate payee under a qualified domestic
                           relations order, as defined in Act Section 206 (d),
                           are distributees with regard to the interest of the
                           spouse or former spouse.

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

                                   ARTICLE VII
                    AMENDMENT, TERMINATION, MERGERS AND LOANS

         7.1      AMENDMENT

                           (a)      The Sponsor shall have the right at any
                  time, and without the consent of the Employer, to amend the
                  Plan, subject to the limitations of this Section. However, any
                  amendment which affects the rights, duties or responsibilities
                  of the Trustee and Administrator, other than an amendment to
                  remove the Trustee or Administrator, may only be made with the
                  Trustee's and Administrator's written consent. Any such
                  amendment shall become effective as provided therein upon its
                  execution. The Trustee shall not be required to execute any
                  such amendment unless the Trust provisions contained herein
                  are a part of the Plan and the amendment affects the duties
                  of the Trustee hereunder.

<PAGE>

                                      -52-

                           (b)      No amendment to the Plan shall be effective
                  if it authorizes or permits any part of the Trust Fund (other
                  than such part as is required to pay taxes and administration
                  expenses) to be used for or diverted to any purpose other than
                  for the exclusive benefit of the Participants or their
                  Beneficiaries or estates: or causes any reduction in the
                  amount credited to the account of any Participant; or causes
                  or permits any portion of the Trust Fund to revert to or
                  become property of the Employer.

                           (c)      Except as permitted by Regulations, no Plan
                  amendment or transaction having the effect of a Plan amendment
                  (such as a merger, plan transfer or similar transaction) shall
                  be effective to the extent it eliminates or reduces any "Act
                  Section 204(g) protected benefit" or adds or modifies
                  conditions relating to "Act Section 204(g) protected benefits"
                  the result of which is a further restriction on such benefit
                  unless such protected benefits are preserved with respect to
                  benefits accrued as of the later of the adoption date or
                  effective date of the amendment. "Act Section 204(g) protected
                  benefits" are benefits described in Act Section 204(g), early
                  retirement benefits and retirement-type subsidies, and
                  optional forms of benefit.

         7.2      TERMINATION

                           (a)      The Sponsor shall have the right at any
                  time, and without the consent of the Employer, to terminate
                  the Plan by delivering to the Trustee and Administrator
                  written notice of such termination. Upon any full or partial
                  termination, all amounts credited to the affected
                  Participants' Combined Accounts shall become 100% Vested as
                  provided in Section 6.4 and shall not thereafter be subject to
                  forfeiture, and all unallocated amounts shall be allocated to
                  the accounts of all Participants in accordance with the
                  provisions hereof

                           (b)      Upon the full termination of the Plan, the
                  Sponsor shall direct the distribution of the assets of the
                  Trust Fund to Participants in a manner which is consistent
                  with and satisfies the provisions of Section 6.5.
                  Distributions to a Participant shall be made in cash or, to
                  the extent of any whole units of Sponsor or Employer
                  securities held in the Participant's account at the time of
                  distribution, in the form of Sponsor or Employer securities,
                  or through the purchase

<PAGE>

                                      -53-

                  of irrevocable nontransferable deferred commitments from an
                  insurer. Except as permitted by Regulations, the termination
                  of the Plan shall not result in the reduction of "Act Section
                  204(g) protected benefits" in accordance with Section 7.1(c).

         7.3      MERGER OR CONSOLIDATION

                  This Plan may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event of
a termination of the plan immediately after such transfer, merger or
consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Act Section 204(g) protected
benefits" in accordance with Section 7.1(c).

         7.4      LOANS TO PARTICIPANTS

                           (a)      The Trustee may, in the Trustee's
                  discretion, make loans to Participants and Beneficiaries under
                  the following circumstances: (1) loans shall be made available
                  to all Participants and Beneficiaries on a reasonably
                  equivalent basis; (2) loans shall not be made available to
                  Highly Compensated Employees in an amount greater than the
                  amount made available to other Participants and Beneficiaries;
                  (3) loans shall bear a reasonable rate of interest; (4) loans
                  shall be adequately secured; and (5) shall provide for
                  repayment over a reasonable period of time.

                           (b)      Loans made pursuant to this Section (when
                  added to the outstanding balance of all other loans made by
                  the Plan to the Participant) shall be limited to the lesser
                  of:

                                    (1)      $50,000 reduced by the excess (if
                           any) of the highest outstanding balance of loans from
                           the Plan to the Participant during the one year
                           period ending on the day before the date on which
                           such loan is made, over the outstanding balance of
                           loans from the Plan to the Participant on the date on
                           which such loan was made, or

<PAGE>

                                      -54-

                                    (2)      one-half (1/2) of the present value
                           of the non-forfeitable accrued benefit of the
                           Participant under the Plan.

                                             For purposes of this limit, all
                  plans of the Employer shall be considered one plan.

                           (c)      Loans shall provide for level amortization
                  with payments to be made not less frequently than quarterly
                  over a period not to exceed five (5) years. However, loans
                  used to acquire any dwelling unit which, within a reasonable
                  time, is to be used (determined at the time the loan is made)
                  as a principal residence of the Participant shall provide for
                  periodic repayment over a reasonable period of time that may
                  exceed five (5) years. For this purpose, a principal
                  residence has the same meaning as a principal residence under
                  Code Section 1034. Loan repayments will be suspended under
                  this Plan as permitted under Code Section 414(u)(4).

                           (d)      Any loans granted or renewed shall be made
                  pursuant to a Participant loan program. The Participant loan
                  program is contained in Article X, which is attached hereto
                  and hereby incorporated by reference and made a part of the
                  Plan.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.1      PARTICIPANT'S RIGHTS

                  This Plan shall not be deemed to constitute a contract between
the Employer and any Participant or to be a consideration or an inducement for
the employment of any Participant or Employee. Nothing contained in this Plan
shall be deemed to give any Participant or Employee the right to be retained in
the service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect
which such discharge shall have upon him as a Participant of this Plan.

         8.2      ALIENATION

                           (a)      Subject to the exceptions provided below, no
                  benefit which shall be payable out of the Trust Fund to any
                  person (including a Participant or his Beneficiary) shall be
                  subject in any manner to anticipation, alienation, sale,
                  transfer, assignment, pledge,

<PAGE>

                                      -55-

                  encumbrance, or charge, and any attempt to anticipate,
                  alienate, sell, transfer, assign, pledge, encumber, or charge
                  the same shall be void; and no such benefit shall in any
                  manner be liable for, or subject to, the debts, contracts,
                  liabilities, engagements, or torts of any such person, nor
                  shall it be subject to attachment or legal process for or
                  against such person, and the same shall not be recognized by
                  the Trustee, except to such extent as may be required by law.

                           (b)      This provision shall not apply to the extent
                  a Participant or Beneficiary is indebted to the Plan, as a
                  result of a loan from the Plan. At the time a distribution is
                  to be made to or for a Participant's or Beneficiary's benefit,
                  such proportion of the amount distributed as shall equal such
                  loan indebtedness shall be paid by the Trustee to the Trustee
                  or the Administrator, at the direction of the Administrator,
                  to apply against or discharge such loan indebtedness. Prior to
                  making a payment, however, the Participant or Beneficiary must
                  be given written notice by the Administrator that such loan
                  indebtedness is to be so paid in whole or part from his
                  Participant's Combined Account. If the Participant or
                  Beneficiary does not agree that the loan indebtedness is a
                  valid claim against his Vested Participant's Combined Account,
                  he shall be entitled to a review of the validity of the claim
                  in accordance with procedures provided in Sections 2.7 and
                  2.8.

                           (c)      This provision shall not apply to a
                  "qualified domestic relations order" defined in ERISA Section
                  206(d)), and those other domestic relations orders permitted
                  to be so treated by the Administrator under the provisions of
                  the Retirement Equity Act of 1984. The Administrator shall
                  establish a written procedure to determine the qualified
                  status of domestic relations orders and to administer
                  distributions under such qualified orders. Further, to the
                  extent provided under a "qualified domestic relations order,"
                  a former spouse of a Participant shall be treated as the
                  spouse or surviving spouse for all purposes under the Plan.

                           (d)      This provision shall not apply to an offset
                  to a Participant's accrued benefit against an amount that the
                  Participant is ordered or required to pay the Plan with
                  respect to a judgment, order, or decree issued, or

<PAGE>

                                      -56-

                  a settlement entered into, on or after August 5, 1997, in
                  accordance with Code Sections 401(a)(13)(C) and (D).

         8.3      CONSTRUCTION OF PLAN

                  This Plan shall be construed and enforced according to the Act
and the laws of Puerto Rico, other than its laws respecting choice of law, to
the extent not preempted by the Act.

         8.4      GENDER AND NUMBER

                  Wherever any words are used herein in the masculine, feminine
or neuter gender, they shall be construed as though they were also used in
another gender in all cases where they would so apply, and whenever any words
are used herein in the singular or plural form, they shall be construed as
though they were also used in the other form in all cases where they would so
apply.

         8.5      LEGAL ACTION

                  In the event any claim, suit, or proceeding is brought
regarding the Trust and/or Plan established hereunder to which the Trustee, the
Sponsor, the Employer or the Administrator may be a party, and such claim, suit,
or proceeding is resolved in favor of the Trustee, the Sponsor, the Employer or
the Administrator, they shall be entitled to be reimbursed from the Trust Fund
for any and all costs, attorney's fees, and other expenses pertaining thereto
incurred by them for which they shall have become liable.

         8.6      PROHIBITION AGAINST DIVERSION OF FUNDS

                           (a)      Except as provided below and otherwise
                  specifically permitted by law, it shall be impossible by
                  operation of the Plan or of the Trust, by termination of
                  either, by power of revocation or amendment, by the happening
                  of any contingency, by collateral arrangement or by any other
                  means, for any part of the corpus or income of any trust fund
                  maintained pursuant to the Plan or any funds contributed
                  thereto to be used for, or diverted to, purposes other than
                  the exclusive benefit of Participants, Retired Participants,
                  or their Beneficiaries.

                           (b)      In the event the Employer shall make an
                  excessive contribution under a mistake of fact pursuant to
                  Act Section 403(c)(2)(A), the Employer may demand repayment of
                  such excessive contribution at any time within one (1) year
                  following the time of payment and the

<PAGE>

                                      -57-

                  Trustees shall return such amount to the Employer within the
                  one (1) year period. Earnings of the Plan attributable to the
                  excess contributions may not be returned to the Employer but
                  any losses attributable thereto must reduce the amount so
                  returned.

         8.7      BONDING

                  Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond, $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
daring the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in Act Section 412(a)(21)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Sponsor.

         8.8      SPONSORS, EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

                  Neither the Sponsor, the Employer, the Administrator, nor the
Trustee, nor their successors shall be responsible for the validity of any
Contract issued hereunder or for the failure on the part of the insurer to make
payments provided by any such Contract, or for the action of any person which
may delay payment or render a Contract null and void or unenforceable in whole
or in part.

         8.9      INSURER'S PROTECTIVE CLAUSE

                  Any insurer who shall issue Contracts hereunder shall not have
any responsibility for the validity of this Plan or for the tax or legal aspects
of this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to

<PAGE>

                                      -58-

the terms of any Contract which it issues hereunder, or the rules of the
insurer.

         8.10     RECEIPT AND RELEASE FOR PAYMENTS

                  Any payment to any Participant, his legal representative,
Beneficiary, or to any guardian or committee appointed for such Participant or
Beneficiary in accordance with the provisions of the Plan, shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee,
the Sponsor, and the Employer, each of whom may require such Participant, legal
representative, Beneficiary, guardian or committee, as a condition precedent to
such payment, to execute a receipt and release thereof in such form as shall be
determined by the Trustee, Sponsor or Employer.

         8.11     ACTION BY THE SPONSOR OR EMPLOYER

                  Whenever the Sponsor or the Employer under the terms of the
Plan is permitted or required to do or perform any act or matter or thing, it
shall be done and performed by a person duly authorized by its legally
constituted authority.

         8.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

                  The "named Fiduciaries" of this Plan are (1) the Sponsor, (2)
the Employer, (3) the Administrator and (4) the Trustee. The named Fiduciaries
shall have only those specific powers, duties, responsibilities, and obligations
as are specifically given them under the Plan or as accepted by or assigned to
them pursuant to any procedure provided under the Plan, including but not
limited to any agreement allocating or delegating their responsibilities, the
terms of which are incorporated herein by reference. In general, unless
otherwise indicated herein or pursuant to such agreements, the Sponsor shall
have the duties specified in Article II hereof as the same may be allocated or
delegated thereunder; and shall have the authority to appoint and remove the
Trustee and the Administrator; to formulate the Plan's "funding policy and
method"; and to amend or terminate, in whole or in part, the Plan. The Employer
shall have the sole responsibility for making the contributions provided for
under Section 4.1. The Administrator shall have the responsibility for the
administration of the Plan, including but not limited to the items specified in
Article II of the Plan, as the same may be allocated or delegated thereunder.
The Administrator shall act as the named Fiduciary responsible for communicating
with the Participant according to the Participant Direction Procedures. The
Trustee shall have the responsibility of management and control of the assets
held under the Trust, except

<PAGE>

                                      -59-

to the extent directed pursuant to Article II or with respect to those assets,
the management of which has been assigned to an Investment Manager, who shall be
solely responsible for the management of the assets assigned to it, all as
specifically provided in the Plan and any agreement with the Trustee. Each named
Fiduciary warrants that any directions given, information furnished, or action
taken by it shall be in accordance with the provisions of the Plan, authorizing
or providing for such direction, information or action. Furthermore, each named
Fiduciary may rely upon any such direction, information or action of another
named Fiduciary as being proper under the Plan, and is not required under the
Plan to inquire into the propriety of any such direction, information or action.
It is intended under the Plan that each named Fiduciary shall be responsible for
the proper exercise of its own powers, duties, responsibilities and obligations
under the Plan as specified or allocated herein. No named Fiduciary shall
guarantee the Trust Fund in any manner against investment loss or depreciation
in asset value. Any person or group may serve in more than one Fiduciary
capacity. In the furtherance of their responsibilities hereunder, the "named
Fiduciaries" shall be empowered to interpret the Plan and Trust and to resolve
ambiguities, inconsistencies and omissions, which findings shall be binding,
final and conclusive.

         8.13     HEADINGS

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

         8.14     APPROVAL BY TAXING AUTHORITY

                           (a)      Notwithstanding anything herein to the
                  contrary, contributions to this Plan are conditioned upon the
                  initial qualification of the Plan under applicable law. If the
                  Plan receives an adverse determination with respect to its
                  initial qualification, then the Plan may return such
                  contributions to the Employer within one year after such
                  determination, provided the application for the determination
                  is made by the time prescribed by law for filing the
                  Employer's return for the taxable year in which the Plan was
                  adopted, or such later date as may be legally prescribed.

                           (b)      Notwithstanding any provisions to the
                  contrary, except Sections 3.5 and 3.6, any contribution by the
                  Employer to the Trust Fund is conditioned upon the
                  deductibility of the contribution by the Employer under

<PAGE>

                                      -60-

                  applicable law and, to the extent any such deduction is
                  disallowed, the Employer may, within one (1) year following
                  the disallowance of the deduction, demand repayment of such
                  disallowed contribution and the Trustee shall return such
                  contribution within one (1) year following the disallowance.
                  Earnings of the Plan attributable to the excess contribution
                  may not be returned to the Employer, but any losses
                  attributable thereto must reduce the amount so returned.

         8.15     UNIFORMITY

                  All provisions of this Plan shall be interpreted and applied
in a uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.

                                   ARTICLE IX
                            PARTICIPATING EMPLOYERS

         9.1      ADOPTION BY OTHER EMPLOYERS

                  Notwithstanding anything herein to the contrary, with the
consent of the Sponsor and Trustee, any other corporation or entity, whether an
affiliate or subsidiary or not, may adopt this Plan and all of the provisions
hereof, and participate herein and be known as a Participating Employer, by a
properly executed document evidencing said intent and will of such Participating
Employer. A list of Participating Employers is attached hereto as Schedule 9.1.

          9.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS

                           (a)      Each such Participating Employer shall be
                  required to use the same Trustee as provided in this Plan.

                           (b)      The Trustee may, but shall not be required
                  to, commingle, hold and invest as one Trust Fund all
                  contributions made by Participating Employers, as well as all
                  increments thereof. However, the assets of the Plan shall, on
                  an ongoing basis, he available to pay benefits to all
                  Participants and Beneficiaries under the Plan without regard
                  to the Employer or Participating Employer who contributed such
                  assets.

<PAGE>

                                      -61-

                           (c)      The transfer of any Participant from or to
                  an Employer participating in this Plan, whether he be an
                  Employee of the Employer or a Participating Employer, shall
                  not affect such Participant's rights under the Plan, and all
                  amounts credited to such Participant's Combined Account as
                  well as his accumulated service time with the transferor or
                  predecessor, and his length of participation in the Plan,
                  shall continue to his credit.

                           (d)      All rights and values forfeited by
                  termination of employment shall inure only to the benefit of
                  the Participants of the Employer or Participating Employer by
                  which the forfeiting Participant was employed.

                           (e)      Any expenses of the Trust which are to be
                  paid by the Employer or borne by the Trust Fund shall be paid
                  by each participating Employer in the same proportion that the
                  total amount standing to the credit of all Participants
                  employed by such Employer bears to the total standing to the
                  credit of all Participants.

         9.3      DESIGNATION OF AGENT

                  Each Participating Employer shall be deemed to be a party to
this Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for the purpose of this Plan, each Participating
Employer shall be deemed to have designated irrevocably the Sponsor as its
agent. Unless the context of the Plan clearly indicates the contrary, the word
"Employer" shall be deemed to include each Participating Employer as related to
its adoption of the Plan.

         9.4      EMPLOYEE TRANSFERS

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

         9.5      PARTICIPATING EMPLOYER CONTRIBUTION

                  All discretionary contributions made by a Participating
Employer under Section 4.1(d), shall be determined separately by

<PAGE>

                                      -62-

each Participating Employer, and shall be allocated only among the Participants
eligible to share of the Employer or Participating Employer making the
contribution On the basis of the information furnished by the Administrator,
the Trustee shall keep separate books and records concerning the affairs of each
Participating. Employer hereunder and as to the accounts and credits of the
Employees of each Participating Employer. The Trustee may, but need not,
register Contracts so as to evidence that a particular Participating Employer is
the interested Employer hereunder, but in the event of an Employee transfer from
one Participating Employer to another, the employing Employer shall immediately
notify the Trustee thereof.

         9.6      AMENDMENT

                  The Sponsor may amend this Plan at any time, including any
time when there shall be a Participation Employer hereunder, with the consent of
the Trustee where such consent is necessary in accordance with the terms of this
Plan. No consent of a Participating Employer shall be required.

         9.7      DISCONTINUANCE OF PARTICIPATION

                  Any Participating Employer shall be permitted to discontinue
or revoke its participation in the Plan. At the time of any such discontinuance
or revocation, satisfactory evidence thereof and of any applicable conditions
imposed shall be delivered to the Trustee. The Trustee shall thereafter
transfer, deliver and assign Contracts and other Trust Fund assets allocable to
the Participants of such Participating Employer to such new Trustee as shall
have been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees, provided however, that
no such transfer shall be made if the result is the elimination or reduction of
any Act Section 411(d)(6) protected benefits in accordance with Section
7.1(c). If no successor is designated, the Trustee shall retain such assets for
the Employees of said Participating Employer pursuant to the provisions of the
Trust In no such event shall any part of the corpus or income of the Trust as
it relates to such Participating Employer be used for or diverted to purposes
other than for the exclusive benefit of the Employees of such Participating
Employer.

         9.8      ADMINISTRATOR'S AUTHORITY

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

<PAGE>

                                      -63-

         IN WITNESS WHEREOF, this Plan has been executed the day and year first
above written.

                                             MYLAN LABORATORIES INC.

                                             By: /s/ [ILLEGIBLE]
                                                 -------------------------

                                                 ATTEST

                                             MYLAN, INC.

                                             By: /s/ [ILLEGIBLE]
                                                 -------------------------

                                                 ATTEST

<PAGE>

                                    ARTICLE X

                            PARTICIPANT LOAN PROGRAM

              [ MUST BE MODIFIED AFTER ARRANGEMENTS ARE FINALIZED ]

(1)      American Express Trust Company, as Recordkeeper, is authorized to
         administer the Participant Loan Program

(2)      A Participant may apply for a loan by contacting Mylan Profit Sharing
         401(k) Services at 1-877-585-4015 or by logging on to the Web sit at
         www.americanexpress.com40l(k). Necessary loan request forms will be
         provided. Loans are available only to address immediate and heavy
         financial needs as described in the Plan, including the acquisition of
         the Participant's principal residence. A Participant must provide the
         following documentation with the loan request:

                  Principal Residence Loan. Copy of signed purchase agreement
                  for the Participant's primary residence.

                  Other Hardship Loan. Evidence of Hardship, including
                  copies of (i) medical bills, (ii) eviction or foreclosure
                  notice, or (iii) tuition bills that are due for the next 12
                  months.

         There is a $50 fee for each loan. The fee will be deducted from the
         proceeds of the loan.

(3)      Loans shall be made available to all active Participants on a
         reasonably equivalent basis. Certain employees identified as having
         potential access information implicating securities laws, however, will
         be notified by the Employer and will be subject to additional loan
         restrictions which will be provided when the Participant applies. Loans
         shall not be made available to Highly Compensated Employees in an
         amount greater than the amount made available to other Participants.
         Unless additional restrictions apply, loans generally will be limited
         to the maximum permitted under Section 7.4 of the Plan. That Section
         provides that loans (when added to the outstanding balance of all other
         loans made by the Plan to the Participant) shall be limited to the
         lesser of:

                  (i)      $50,000 reduced by the excess (if any) of the highest
                           outstanding balance of loans from the Plan to the
                           Participant during the one year period ending on the
                           day before the date on which such loan is made, over
                           the outstanding balance of loans from the Plan to the
                           Participant on the date on which such loan was made,
                           or

<PAGE>

                                      -ii-

                  (ii)     one-half (1/2) of the present value of the
                           non-forfeitable accrued benefit of the Participant
                           under the Plan.

         If a Participant requests the maximum amount available, market changes
         may cause the available amount to change, up or down, from the time
         the request is sent until it is received and processed.

         For purposes of this limit, all plans of the Employer shall be
         considered one plan. Loans must be for a minimum of $1,000.

         Only active employees will be permitted to obtain a loan from the Plan.

(4)      Loans shall bear a reasonable rate of interest. The reasonable rate of
         interest determined at the time of the loan, will be equal to the
         prime rate plus 1% as stated in the Wall Street Journal, determined as
         of the first business day of the month during which the loan is
         requested. The rate may be adjusted for the then current monthly rate
         if there is a greater than 30 day interval between the request for loan
         forms and the submittal of the loan request forms to American Express
         Trust Company.

(5)      Loans shall be adequately secured. All loans will be secured solely by
         50% of the Participant's vested account balance.

(6)      A Participant's loans must be repaid upon the Participant's termination
         of employment for any reason including the Participant's death,
         retirement or disability. A loan will be deemed in default when the
         Participant fails to repay an installment when due. Loan repayments may
         stop, however, for up to 12 months while a Participant is on a leave of
         absence. A Participant must make arrangements to bring the loan current
         upon a return to work. The outstanding loan balance on a loan which is
         in default will be considered a taxable distribution at the latest date
         permitted under law.

(7)      A Participant is limited to one loan for the acquisition of a principal
         residence and one other hardship loan at any time.

(8)      Loan payments begin no sooner than the first payday following 30 days
         of when the Participant requests a loan. Payments continue through
         after-tax payroll deductions until the loan is repaid. A Participant
         may pay off a loan in full at any time by cashier's check, certified
         check or money order. Partial pre-payment is not allowed.

<PAGE>

                                  SCHEDULE 10.1
                             PARTICIPATING EMPLOYERS

1.       Mylan Caribe Inc.