<PAGE>

                                                                     EXHIBIT 4.1

                                      MYLAN

                           PROFIT SHARING 401(k) PLAN

                              Effective July 1, 2001
                              [Lump Sum Only Option has deferred effective date]

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                  <C>
                                    ARTICLE I
                                   DEFINITIONS

                                   ARTICLE II
                                 ADMINISTRATION

2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER                 21

2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY                     22

2.3      POWERS AND DUTIES OF THE ADMINISTRATOR                      23

2.4      RECORDS AND REPORTS                                         24

2.5      APPOINTMENT OF ADVISERS                                     24

2.6      PAYMENT OF EXPENSES                                         25

2.7      CLAIMS PROCEDURE                                            25

2.8      CLAIMS REVIEW PROCEDURE                                     26

                                   ARTICLE III
                                   ELIGIBILITY

3.1      CONDITIONS OF ELIGIBILITY                                   27

3.2      EFFECTIVE DATE OF PARTICIPATION                             27

3.3      DETERMINATION OF ELIGIBILITY                                27

3.4      TERMINATION OF ELIGIBILITY                                  27

3.5      OMISSION OF ELIGIBLE EMPLOYEE                               28

3.6      INCLUSION OF INELIGIBLE EMPLOYEE                            28

                                   ARTICLE IV
                           CONTRIBUTION AND ALLOCATION

4.1      FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION               28

4.2      PARTICIPANT'S SALARY REDUCTION ELECTION                     31

4.3      TIME OF PAYMENT OF EMPLOYER CONTRIBUTION                    35

4.4      ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS        35

4.5      ACTUAL DEFERRAL PERCENTAGE TESTS                            38
</TABLE>

<PAGE>

<TABLE>
<S>                                                                  <C>
4.6      ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS              42

4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS                        45

4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS          49

4.9      MAXIMUM ANNUAL ADDITIONS                                    51

4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                   53

4.11     TRANSFERS FROM QUALIFIED PLANS                              54

4.12     VOLUNTARY CONTRIBUTIONS                                     56

4.13     DIRECTED INVESTMENT ACCOUNT                                 56

                                    ARTICLE V
                                   VALUATIONS

5.1      VALUATION OF THE TRUST FUND                                 58

5.2      METHOD OF VALUATION                                         58

                                   ARTICLE VI
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

6.1      DETERMINATION OF BENEFITS UPON RETIREMENT                   59

6.2      DETERMINATION OF BENEFITS UPON DEATH                        59

6.3      DETERMINATION OF BENEFITS IN EVENT OF DISABILITY            62

6.4      DETERMINATION OF BENEFITS UPON TERMINATION                  62

6.5      DISTRIBUTION OF BENEFITS                                    67

6.6      DISTRIBUTION OF BENEFITS UPON DEATH                         70

6.7      TIME OF SEGREGATION OR DISTRIBUTION                         70

6.8      DISTRIBUTION FOR MINOR BENEFICIARY                          71

6.9      LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN              71

6.10     PRE-RETIREMENT DISTRIBUTION                                 71

6.11     ADVANCE DISTRIBUTION FOR HARDSHIP                           72

6.12     QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION             75

6.13     DIRECT ROLLOVER                                             75
</TABLE>

<PAGE>

<TABLE>
<S>                                                                  <C>
                                   ARTICLE VII
                    AMENDMENT, TERMINATION, MERGERS AND LOANS
7.1      AMENDMENT                                                   76

7.2      TERMINATION                                                 77

7.3      MERGER OR CONSOLIDATION                                     77

7.4      LOANS TO PARTICIPANTS                                       78

                                  ARTICLE VIII
                                    TOP HEAVY

8.1      TOP HEAVY PLAN REQUIREMENTS                                 79

8.2      DETERMINATION OF TOP HEAVY STATUS                           79

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1      PARTICIPANT'S RIGHTS                                        83

9.2      ALIENATION                                                  83

9.3      CONSTRUCTION OF PLAN                                        84

9.4      GENDER AND NUMBER                                           84

9.5      LEGAL ACTION                                                84

9.6      PROHIBITION AGAINST DIVERSION OF FUNDS                      84

9.7      BONDING                                                     85

9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                  85

9.9      INSURER'S PROTECTIVE CLAUSE                                 85

9.10     RECEIPT AND RELEASE FOR PAYMENTS                            86

9.11     ACTION BY THE EMPLOYER                                      86

9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY          86

9.13     HEADINGS                                                    88

9.14     APPROVAL BY INTERNAL REVENUE SERVICE                        88

9.15     UNIFORMITY                                                  88
</TABLE>

<PAGE>

                                    ARTICLE X
                             PARTICIPATING EMPLOYERS

<TABLE>
<S>                                                                  <C>
10.1     ADOPTION BY OTHER EMPLOYERS                                 88

10.2     REQUIREMENTS OF PARTICIPATING EMPLOYERS                     89

10.3     DESIGNATION OF AGENT                                        89

10.4     EMPLOYEE TRANSFERS                                          89

10.5     PARTICIPATING EMPLOYER CONTRIBUTION                         90

10.6     AMENDMENT                                                   90

10.7     DISCONTINUANCE OF PARTICIPATION                             90

10.8     ADMINISTRATOR'S AUTHORITY                                   91

10.9     TRANSITION FOR ELIMINATION OF OPTIONAL FORMS OF BENEFIT     91
</TABLE>

                                    SCHEDULES

                      SCHEDULE 7.4 PARTICIPANT LOAN PROGRAM

                      SCHEDULE 10.1 PARTICIPATING EMPLOYERS

<PAGE>

                                      MYLAN
                           PROFIT SHARING 401(K) PLAN

                  THIS PLAN, hereby adopted this 28th day of June, 2001, by
Mylan Laboratories Inc. (herein referred to as the "Employer").

                              W I T N E S S E T H:

                  WHEREAS, in recognition of the contribution made to its
successful operation by its employees and for the exclusive benefit of its
eligible employees, the Employer heretofore established a Profit Sharing Plan
first effective April 1, 1979, (hereinafter called the "Effective Date") known
as the Mylan Laboratories Inc. Employees Profit Sharing Plan, which plan was
amended and restated as of April 1, 2000, at which time the plan was
redesignated as the Mylan Profit Sharing 401(k) Plan, and which was last amended
and restated as of November 30, 2000 (herein referred to as the "Plan"); and

                  WHEREAS, under the terms of the Plan, the Employer 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 July 1, 2001, except as
otherwise provided, the Employer in accordance with the provisions 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 Employer unless another person or
entity has been designated by the Employer pursuant to Section 2.2 to administer
the Plan on behalf of the Employer.

         1.3      "Affiliated Employer" means any corporation which is a member
of a controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
any organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in Code Section 414(m)) which includes the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

                                       6

<PAGE>

         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 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 includible 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 reimbursements or
other expense allowances under a nonaccountable plan (as described in Regulation
1.62-2(c)) 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 includible 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 includible in gross income): holiday bonuses.

                                       7

<PAGE>

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

                           (a)      excluding (even if includible 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 includible 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.

                  Compensation in excess of $150,000 shall be disregarded. Such
amount shall be adjusted for increases in the cost of living in accordance with
Code Section 401(a)(17), except that the dollar increase in effect on January 1
of any calendar year shall be effective for the Plan Year beginning with or
within such calendar year. For any short Plan Year the Compensation limit shall
be an amount equal to the Compensation limit for the calendar year in which the
Plan Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12).

                  For purposes of this Section, if the Plan is a plan described
in Code Section 413(c) or 414(f) (a plan maintained by more than one Employer),
the limitation applies separately with respect to the Compensation of any
Participant from each Employer maintaining the Plan.

                  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 excluding any such amounts distributed as excess "annual additions"
pursuant to Section 4.10(a).

         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.

                                       8

<PAGE>

         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, except as otherwise reduced for
a particular Participant group as provided below in this Section 1.14, 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.

                  For a Participant who had an account under the former Penederm
Incorporated 401(k) Plan, last maintained by Bertek Pharmaceuticals Inc., which
account was merged with and into, or transferred (other than by a direct or
indirect rollover transfer) to, this Plan on April 1, 2000, "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 5 whole years of his
Period of Service with the Employer (Early Retirement Age).

         1.15     "Elective Contribution" means the Employer contributions to
the Plan of Deferred Compensation excluding any such amounts distributed as
excess "annual additions" pursuant to Section 4.10(a). In addition, the Employer
contribution made pursuant to Section 4.1(b) which is used to satisfy the safe
harbor methods permitted by Code Sections 401(k)(12) and 401(m)(11) 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 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) and shall further be required to
satisfy the nondiscrimination requirements of Regulation 1.401(k)-l(b)(5), the
provisions of which are specifically incorporated herein by reference.

         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.

                                       9

<PAGE>

                  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 (within the
meaning of Code Section 7701(a)(46)) 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.

                  Interns shall not be eligible to participate in this Plan.

                  Employees who are nonresident aliens (within the meaning of
Code Section 7701(b)(1)(B)) and who receive no earned income (within the meaning
of Code Section 911(d)(2)) from the Employer which constitutes income from
sources within the United States (within the meaning of Code Section 861(a)(3))
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. Employee shall include Leased Employees within the meaning
of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are
covered by a plan described in Code Section 414(n)(5) and such Leased Employees
do not constitute more than 20% of the recipient's non-highly compensated work
force.

         1.18     "Employer" means Mylan Laboratories Inc. and any successor
which shall maintain this Plan; and any predecessor which has maintained this
Plan. The Employer is a corporation, with principal offices in the Commonwealth
of Pennsylvania. In addition, where appropriate, the term Employer shall include
any Participating Employer (as defined in Section 10.1) which shall adopt this
Plan.

         1.19     "Excess Aggregate Contributions" means, with respect to any
Plan Year, the excess of the aggregate amount of the Employer matching
contributions made pursuant to Section 4.1(b) (to the extent such matching
contributions are not used to satisfy the safe harbor methods permitted by Code
Sections 401(k)(12) and 401(m)(11)) and any qualified non-elective contributions
or elective deferrals taken into account pursuant to Section 4.7(c) on behalf of
Highly Compensated Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a) (determined
by reducing contributions made on behalf of Highly Compensated Participants in
order of the actual contribution ratios beginning with the highest of such
ratios).

                                       10

<PAGE>

         1.20     "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). Excess Contributions shall be treated as an "annual
addition" pursuant to Section 4.9(b).

         1.21     "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 Code Section 402(g), which is
incorporated herein by reference. Excess Deferred Compensation shall be treated
as an "annual addition" pursuant to Section 4.9(b) when contributed to the Plan
unless distributed to the affected Participant not later than the first April
15th following the close of the Participant's taxable year. Additionally, for
purposes of Sections 8.2 and 4.4(g), Excess Deferred Compensation shall continue
to be treated as Employer contributions even if distributed pursuant to Section
4.2(f). 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).

         1.22     "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.

         1.23     "Fiscal Year" means the Employer's accounting year of 12
months commencing on April 1st of each year and ending the following March 31st.

         1.24     "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.

                                       11

<PAGE>

                  Furthermore, for purposes of paragraph (a) above, in the case
of a Terminated Participant whose Vested benefit is zero, such 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(h)(2).
In addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.

         1.25     "Former Participant" means a person who has been a
Participant, but who has ceased to be a Participant for any reason.

         1.26     "415 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 includible 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 reimbursements or
other expense allowances under a nonaccountable plan (as described in Regulation
1.62-2(c)) for a Plan Year.

                  "415 Compensation" shall exclude (a)(1) contributions made by
the Employer to a plan of deferred compensation to the extent that, the
contributions are not includible 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; and (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).

                  For Plan Years beginning after December 31, 1997, for purposes
of this Section, the determination of "415 Compensation" shall include any
elective deferral (as defined in Code Section 402(g)(3)), and any amount which
is contributed or deferred by the Employer at the election of the Participant
and which is not includible in the gross income of the Participant by reason of
Code Sections 125 or 457.

                  If, in connection with the adoption of this amendment and
restatement, the definition of "415 Compensation" has been modified, then, for
Plan Years prior to the Plan Year which includes the adoption date of this
amendment and restatement, "415 Compensation" means compensation determined
pursuant to the Plan then in effect.

                                       12

<PAGE>

         1.27     414(s) Compensation" with respect to any Participant means the
Participant's "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include 414(s) Compensation"
for the entire twelve (12) month period ending on the last day of such Plan
Year, except that "414(s) Compensation" shall only be recognized for that
portion of the Plan Year during which an Employee was a Participant in the Plan.

                  For purposes of this Section, the determination of "414(s)
Compensation" shall be made by excluding amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
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.

                  "414(s)Compensation" in excess of $150,000 shall be
disregarded. Such amount shall be adjusted for increases in the cost of living
in accordance with Code Section 401(a)(17), except that the dollar increase in
effect on January 1 of any calendar year shall be effective for the Plan Year
beginning with or within such calendar year. For any short Plan Year the "414(s)
Compensation" limit shall be an amount equal to the "414(s) Compensation" limit
for the calendar year in which the Plan Year begins multiplied by the ratio
obtained by dividing the number of full months in the short Plan Year by twelve
(12).

                  If, in connection with the adoption of this amendment and
restatement, the definition of "414(s) Compensation" has been modified, then,
for Plan Years prior to the Plan Year which includes the adoption date of this
amendment and restatement, "414(s) Compensation" means compensation determined
pursuant to the Plan then in effect.

         1.28     "Highly Compensated Employee" means, for Plan Years beginning
after December 31, 1996, an Employee described in Code Section 414(q) and the
Regulations thereunder, and generally means an Employee who performed services
for the Employer during the "determination year" and is in one or more of the
following groups:

                           (a)      Employees who at any time during the
                  "determination year" or "look-back year" were "five percent
                  owners" as defined in Section 1.34(c).

                           (b)      Employees who received "415 Compensation"
                  during the "look-back year" from the Employer in excess of
                  $80,000.

                  The "determination year" shall be the Plan Year for which
testing is being performed, and the "look-back year" shall be the immediately
preceding twelve-month period. However, for purposes of (b) above, the
"look-back year" shall be the calendar year beginning within the twelve-month
period immediately preceding the "determination year."

                                       13

<PAGE>

                  Notwithstanding the above, for the first Plan Year beginning
after December 31, 1996, the "look-back year" shall be the calendar year ending
with or within the Plan Year for which testing is being performed, and the
"determination year" (if applicable) shall be the period of time, if any, which
extends beyond the "look-back year" and ends on the last day of the Plan Year
for which testing is being performed (the "lag period").

                  For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
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. Additionally, the
dollar threshold amount specified in (b) above shall be adjusted at such time
and in the same manner as under Code Section 415(d), except that the base period
shall be the calendar quarter ending September 30, 1996. In the case of such an
adjustment, the dollar limit which shall be applied is the limit for the
calendar year in which the "look-back year" begins.

                  In determining who is a Highly Compensated Employee, Employees
who are non-resident aliens and who received no earned income (within the
meaning of Code Section 911(d)(2)) from the Employer constituting United States
source income within the meaning of Code Section 861(a)(3) shall not be treated
as Employees. Additionally, all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer. The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans. Highly Compensated Former
Employees shall be treated as Highly Compensated Employees without regard to
whether they performed services during the "determination year."

         1.29     "Highly Compensated Former Employee" means a former Employee
who had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former Employee only if during the separation year (or year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th birthday), the Employee either
received "415 Compensation" in excess of $50,000 or was a "five percent owner."
For purposes of this Section, "determination year," "415 Compensation" and "five
percent owner" shall be determined in accordance with Section 1.28. Highly
Compensated Former Employees shall be treated as Highly Compensated Employees.
The method set forth in this Section for determining who is a "Highly
Compensated Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

                                       14

<PAGE>

         1.30     "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the Plan.

         1.31     "Hour of Service" means each hour for which an Employee is
paid or entitled to payment for the performance of duties for the Employer.

         1.32     "Income" means the income or losses allocable to Excess
Deferred Compensation, Excess Contributions or Excess Aggregate Contributions
which amount shall be allocated in the same manner as income or losses are
allocated pursuant to Section 4.4(f).

         1.33     "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.

         1.34     "Key Employee" means an Employee as defined in Code Section
416(i) and the Regulations thereunder. Generally, any Employee or former
Employee (as well as each of his Beneficiaries) is considered a Key Employee if
he, at any time during the Plan Year that contains the "Determination Date" or
any of the preceding four (4) Plan Years, has been included in one of the
following categories:

                           (a)      an officer of the Employer (as that term is
                  defined within the meaning of the Regulations under Code
                  Section 416) having annual "415 Compensation" greater than 50
                  percent of the amount in effect under Code Section
                  415(b)(1)(A) for any such Plan Year.

                           (b)      one of the ten employees having annual "415
                  Compensation" from the Employer for a Plan Year greater than
                  the dollar limitation in effect under Code Section
                  415(c)(1)(A) for the calendar year in which such Plan Year
                  ends and owning (or considered as owning within the meaning of
                  Code Section 318) both more than one-half percent interest and
                  the largest interests in the Employer.

                           (c)      a "five percent owner" of the Employer.
                  "Five percent owner" means any person who owns (or is
                  considered as owning within the meaning of Code Section 318)
                  more than five percent (5%) of the outstanding stock of the
                  Employer or stock possessing more than five percent (5%) of
                  the total combined voting power of all stock of the Employer
                  or, in the case of an unincorporated business any person who
                  owns more than five percent (5%) of the capital or profits
                  interest in the Employer. In determining percentage ownership
                  hereunder, employers that would otherwise be aggregated under
                  Code Sections 414(b), (c), (m) and (o) shall be treated as
                  separate employers.

                                       15

<PAGE>

                           (d)      a "one percent owner" of the Employer having
                  an annual "415 Compensation" from the Employer of more than
                  $150,000. "One percent owner" means any person who owns (or is
                  considered as owning within the meaning of Code Section 318)
                  more than one percent (1%) of the outstanding stock of the
                  Employer or stock possessing more than one percent (1%) of the
                  total combined voting power of all stock of the Employer or,
                  in the case of an unincorporated business, any person who owns
                  more than one percent (1%) of the capital or profits interest
                  in the Employer. In determining percentage ownership
                  hereunder, employers that would otherwise be aggregated under
                  Code Sections 414(b), (c), (m) and (o) shall be treated as
                  separate employers. However, in determining whether an
                  individual has "415 Compensation" of more than $150,000, "415
                  Compensation" from each employer required to be aggregated
                  under Code Sections 414(b), (c), (m) and (o) shall be taken
                  into account.

                  For purposes of this Section, the determination of "415
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
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.

         1.35     "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.

         1.36     "Leased Employee, means, for Plan Years beginning after
December 31, 1996, any person (other than an Employee of the recipient) who
pursuant to an agreement between the recipient and any other person ("leasing
organization") has performed services for the recipient (or for the recipient
and related persons determined in accordance with Code Section 414(n)(6)) on a
substantially full time basis for a period of at least one year, and such
services are performed under primary direction or control by the recipient
employer. Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer. A Leased
Employee shall not be considered an Employee of the recipient:

                           (a)      if such employee is covered by a money
                  purchase pension plan providing:

                           (1)      a non-integrated employer contribution rate
                           of at least 10% of compensation, as defined in Code
                           Section 415(c)(3), but including amounts which are
                           contributed by the Employer pursuant to a salary
                           reduction agreement and which are not includible in
                           the gross income of the Participant under Code
                           Sections 125, 402(e)(3), 402(h)(1)(B), 403(b)

                                       16

<PAGE>

                           or 457(b), and Employee contributions described in
                           Code Section 414(h)(2) that are treated as Employer
                           contributions.

                           (2)      immediate participation; and

                           (3)      full and immediate vesting; and

                           (b)      if Leased Employees do not constitute more
                  than 20% of the recipient's non-highly compensated work
                  force.

         1.37     "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 (which are used to satisfy the safe harbor methods
permitted by Code Sections 401(k)(12) and 401(m)(11)) made pursuant to Section
4.1(b) and any Qualified Non-Elective Contribution used in the "Actual Deferral
Percentage" tests.

         1.38     "Non-Highly Compensated Participant" means any Participant who
is not a Highly Compensated Employee. However, for the Plan Year prior to the
first Plan Year of this amendment and restatement, for the purposes of Section
4.5(a) and Section 4.6, if the prior year testing method is used, a Non-Highly
Compensated Participant shall be determined using the definition of highly
compensated employee in effect for the preceding Plan Year.

         1.39     "Non-Key Employee" means any Employee or former Employee (and
his Beneficiaries) who is not a Key Employee.

         1.40     "Normal Retirement Age" means, except as otherwise reduced for
a particular Participant group as provided below in this Section 1.40, the
Participant's 65th birthday. A Participant shall become fully Vested in his
Participant's Account upon attaining his Normal Retirement Age.

                  For a Participant who had an account under the former Penederm
Incorporated 401(k) Plan, last maintained by Bertek Pharmaceuticals Inc., which
account was merged with and into, or transferred (other than by a direct or
indirect rollover transfer) to, this Plan on or about April 1, 2000, "Normal
Retirement Age" means the Participant's 62nd birthday.

         1.41     "Normal Retirement Date" means the first day of the month
coinciding with or next following the Participant's Normal Retirement Age.

         1.42     "1-Year Break in Service" means a Period of Severance of at
least 12 consecutive months.

                                       17

<PAGE>

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

         1.44     "Participant Direction Procedures" means such instructions,
guidelines or policies, the terms of which are incorporated herein, as shall be
established pursuant to Section 4.13 and observed by the Administrator and
applied and provided to Participants who have Participant Directed Accounts.

         1.45     "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 4.1(b),
Employer discretionary contributions made pursuant to Section 4.1(d) and any
Employer Qualified Non-Elective Contributions.

         1.46     "Participant's Combined Account" means the total aggregate
amount of each Participant's Elective Account and Participant's Account.

         1.47     "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.

         1.48     "Participant's Elective 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 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.

         1.49     "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.

                                       18

<PAGE>

                  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, 2000, 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. In addition, certain plans which are, or may be, merged with and into,
or transferred (other than by a direct or indirect rollover transfer) to, this
Plan, have used the twelve (12) consecutive month computation period and Years
of Service method for similar purposes. In these cases, the Plan will credit
service in compliance with 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:

                           (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, 2000, of Mylan Laboratories Inc., Mylan Pharmaceuticals Inc., Mylan
Technologies Inc., UDL Laboratories, Inc. (an Illinois corporation with
facilities in Illinois), UDL Laboratories, Inc. (a Florida corporation with
facilities in Florida) and Bertek Pharmaceuticals Inc. (a Texas corporation with
facilities in Texas) 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.

                                       19

<PAGE>

         1.50     "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.

         1.51     "Plan" means this instrument, including all amendments
thereto.

         1.52     "Plan Year" means the Plan's accounting year of twelve (12)
months commencing on January 1st of each year and ending the following December
31st, except for the first Plan Year which commenced April 1st.

         1.53     "Qualified Non-Elective Contribution" means any Employer
contributions made pursuant to Section 4.1(c) and Section 4.6(b) and Section
4.8(f). Such contributions shall be considered an Elective Contribution for the
purposes of the Plan and may be used to satisfy the "Actual Deferral Percentage"
tests or the "Actual Contribution Percentage" tests.

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

         1.55     "Retired Participant" means a person who has been a
Participant, but who has become entitled to retirement benefits under the Plan.

         1.56     "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).

         1.57     "Super Top Heavy Plan" means a plan described in Section
8.2(b).

         1.56     "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.

         1.59     "Top Heavy Plan" means a plan described in Section 8.2(a).

                                       20

<PAGE>

         1.60     "Top Heavy Plan Year" means a Plan Year during which the Plan
is a Top Heavy Plan.

         1.61     "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.

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

         1.63     "Trust Fund" means the assets of the Plan and Trust as the
same shall exist from time to time.

         1.64     "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).

         1.65     "Valuation Date" means any day that the New York Stock
Exchange is open for business or any other date or dates deemed appropriate by
the Administrator.

         1.66     "Vested" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

         1.67     "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 4.12.

                                   ARTICLE II
                                 ADMINISTRATION

2.1      POWERS AND RESPONSIBILITIES OF THE EMPLOYER

                           (a)      In addition to the general powers and
                  responsibilities otherwise provided for in this Plan, the
                  Employer 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 Code, and the Act. The Employer may
                  appoint

                                       21

<PAGE>

                  counsel, specialists, advisers, agents (including any
                  nonfiduciary agent) and other persons as the Employer deems
                  necessary or desirable in connection with the exercise of its
                  fiduciary duties under this Plan. The Employer may compensate
                  such agents or advisers from the assets of the Plan as
                  fiduciary expenses (but not including any business (settlor)
                  expenses of the Employer), to the extent not paid by the
                  Employer.

                           (b)      The Employer 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 Employer
                  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 Employer 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 Employer 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 I of the Act.

                           (d)      The Employer 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 Employer or by a qualified person specifically designated
                  by the Employer, through day-to-day conduct and evaluation, or
                  through other appropriate ways.

2.2      DESIGNATION OF ADMINISTRATIVE AUTHORITY

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

                                       22

<PAGE>

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 Code Section 401(a), 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;

                           (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;

                                       23

<PAGE>

                           (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.

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.

                                       24

<PAGE>

                  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 Employer 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 Employer. 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.

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.

                                       25

<PAGE>

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

                                       26

<PAGE>

                                   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), (c) and (e). 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 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.

                                       27

<PAGE>

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, 2000, 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.

                           (b)      Effective April 1, 2000, 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.

                                       28

<PAGE>

                                    Contributions made to the Plan pursuant to
                  this Section 4.1(b) are intended to comply with Sections
                  4.5(a) and 4.7(a) pursuant to the safe harbor methods
                  permitted by Code Sections 401(k)(12) and 401(m)(11). 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 Section 4.7. In this regard, the Employer
                  may elect to disregard, with respect to all Eligible
                  Employees, all matching contributions with respect to a
                  Participant's Deferred Compensation up to 6% of each
                  Participant's Compensation, or, for Plan Years beginning after
                  December 31, 1999, matching contributions up to 4% of each
                  Participant's Compensation. In applying the "Actual
                  Contribution Percentage" tests, matching contributions or
                  nonelective contributions made pursuant to this Section 4.1(b)
                  that satisfy the safe harbor methods permitted by Code Section
                  401(k)(12) may not be treated as matching contributions under
                  Code Section 401(m)(3).

                                    The rules that apply for purposes of
                  aggregating and disaggregating cash or deferred arrangements
                  and plans under Code Sections 401(k) and 401(m) also apply for
                  purposes of Code Sections 401(k)(12) and 401(m)(11).

                           (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.

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

                                       29

<PAGE>

                           (e)      Additionally, to the extent necessary, the
                  Employer shall contribute to the Plan the amount necessary to
                  provide the top heavy minimum contribution.

All contributions by the Employer shall be made in cash.

                                       30

<PAGE>

4.2      PARTICIPANT'S SALARY REDUCTION ELECTION

                           (a)      Each Participant may elect to defer from 1%
                  to 15% 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.
                  For purposes of this Section, Compensation shall be determined
                  as provided in Section 1.9(b) prior to any reductions made
                  pursuant to 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.

                                    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," as
                           that term is described in Regulation
                           1.401(k)-1(d)(3);

                           (4)      the date of disposition by the Employer to
                           an entity that is not an Affiliated Employer of
                           substantially all of the assets (within the meaning
                           of Code Section 409(d)(2)) 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 its
                           interest in a subsidiary (within the meaning of Code
                           Section 409(d)(3)) to an entity which is not an
                           Affiliated Employer but only with respect to a
                           Participant who continues employment with such
                           subsidiary; or

                                       31

<PAGE>

                           (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 Code Section 402(g), 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). The dollar limitation shall be adjusted annually
                  pursuant to the method provided in Code Section 415(d) in
                  accordance with Regulations.

                           (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 Regulation
                  1.401(k)-l(d)(2)(iv)(B) 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 Code Section 402(g) 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 Regulation 1.402(g)-l(b)) under another qualified
                  cash or deferred arrangement (as defined in Code Section
                  401(k)), a simplified employee pension (as defined in Code
                  Section 408(k)), a salary reduction arrangement (within the
                  meaning of Code Section 3121(a)(5)(D)), a deferred
                  compensation plan under Code Section 457(b), or a trust
                  described in Code Section 501(c)(18) cumulatively exceed the
                  limitation imposed by Code Section 402(g) (as adjusted
                  annually in accordance with the method provided in Code
                  Section 415(d) pursuant to Regulations) 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 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

                                       32

<PAGE>

                  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 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:

                                       33

<PAGE>

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

                           (4)      The Employer, at least 30 days, but not more
                           than 90 days, before the beginning of the Plan Year,
                           will provide each eligible Employee a comprehensive
                           notice of the provision for Employer matching
                           contributions under Section 4.1(b) and the Employee's
                           rights and obligations under the Plan, written in a
                           manner calculated to be understood by the average
                           Employee. If an Employee becomes eligible after the
                           90th day before the beginning of the Plan Year and
                           does not receive the notice for that reason, the
                           notice must be provided no more than 90 days before
                           the Employee becomes eligible but not later than the
                           date the Employee becomes eligible. In addition to
                           any other election periods provided under

                                       34

<PAGE>

                           this Section 4.2, each eligible Employee may make or
                           modify a salary reduction election during the 30-day
                           period immediately following receipt of the notice
                           described above.

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 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.

                           (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

                                       35

<PAGE>

                           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
                           4.1(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(h)(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)      For any Top Heavy Plan Year, Non-Key
                  Employees not otherwise eligible to share in the allocation of
                  contributions as provided above, shall receive the minimum
                  allocation provided for in Section 4.4(g) if eligible pursuant
                  to the provisions of Section 4.4(i) .

                           (e)      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.

                           (f)      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 4.13.

                                       36

<PAGE>

                                    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.

                           (g)      Minimum Allocations Required for Top Heavy
                  Plan Years: Notwithstanding the foregoing, for any Top Heavy
                  Plan Year, the sum of the Employer contributions allocated to
                  the Participant's Combined Account of each Non-Key Employee
                  shall be equal to at least three percent (3%) of such Non-Key
                  Employee's "415 Compensation" (reduced by contributions and
                  forfeitures, if any, allocated to each Non-Key Employee in any
                  defined contribution plan included with this plan in a
                  Required Aggregation Group). However, if (1) the sum of the
                  Employer contributions allocated to the Participant's Combined
                  Account of each Key Employee for such Top Heavy Plan Year is
                  less than three percent (3%) of each Key Employee's "415
                  Compensation" and (2) this Plan is not required to be included
                  in an Aggregation Group to enable a defined benefit plan to
                  meet the requirements of Code Section 401(a)(4) or 410, the
                  sum of the Employer contributions allocated to the
                  Participant's Combined Account of each Non-Key Employee shall
                  be equal to the largest percentage allocated to the
                  Participant's Combined Account of any Key Employee. However,
                  in determining whether a Non-Key Employee has received the
                  required minimum allocation, such Non-Key Employee's Deferred
                  Compensation and matching contributions needed to satisfy the
                  "Actual Deferral Percentage" tests pursuant to Section 4.5(a)
                  or the "Actual Contribution Percentage" tests pursuant to
                  Section 4.7(a) shall not be taken into account.

                                    However, no such minimum allocation shall be
                  required in this Plan for any Non-Key Employee who
                  participates in another defined contribution plan subject to
                  Code Section 412 included with this Plan in a Required
                  Aggregation Group.

                           (h)      For purposes of the minimum allocations set
                  forth above, the percentage allocated to the Participant's
                  Combined Account of any Key Employee shall be equal to the
                  ratio of the sum of the Employer contributions allocated on
                  behalf of such Key Employee divided by the "415 Compensation"
                  for such Key Employee.

                           (i)      For any Top Heavy Plan Year, the minimum
                  allocations set forth above shall be allocated to the
                  Participant's Combined Account of all Non-Key Employees who
                  are Participants and who are employed by the Employer on the
                  last day of the Plan Year, including Non-Key Employees who
                  have (1) failed to

                                       37

<PAGE>

                  complete any minimum Period of Service; and (2) declined to
                  make mandatory contributions (if required) or, in the case of
                  a cash or deferred arrangement, elective contributions to the
                  Plan.

                           (j)      For the purposes of this Section, "415
                  Compensation" shall be limited to $150,000. Such amount shall
                  be adjusted for increases in the cost of living in accordance
                  with Code Section 401(a)(17), except that the dollar increase
                  in effect on January 1 of any calendar year shall be effective
                  for the Plan Year beginning with or within such calendar year.
                  For any short Plan Year the "415 Compensation" limit shall be
                  an amount equal to the "415 Compensation" limit for the
                  calendar year in which the Plan Year begins multiplied by the
                  ratio obtained by dividing the number of full months in the
                  short Plan Year by twelve (12).

                           (k)      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.

                           (l)      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 post-break service.

4.5      ACTUAL DEFERRAL PERCENTAGE TESTS

                           (a)      Maximum Annual Allocation: Except as limited
                  under Section 4.5(h), for each Plan Year beginning after
                  December 31, 1996, 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
                           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

                                       38

<PAGE>

                           (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 (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 2. The provisions of Code Section
                           401(k)(3) and Regulation 1.401(k)-l(b) are
                           incorporated herein by reference.

                           However, in order to prevent the multiple use of the
                           alternative method described in (2) above and in Code
                           Section 401(m)(9)(A), any Highly Compensated
                           Participant eligible to make elective deferrals
                           pursuant to Section 4.2 and to make Employee
                           contributions or to receive matching contributions
                           under this Plan or under any other plan maintained by
                           the Employer or an Affiliated Employer shall have a
                           combination of his Elective Contributions and
                           Employer matching contributions and his Employee
                           contributions reduced pursuant to Section 4.6(a) and
                           Regulation 1.401(m)-2, the provisions of which 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 "414(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.

                                    Notwithstanding the above, if the prior year
                  test method is used to calculate the "Actual Deferral
                  Percentage" for the Non-Highly Compensated Participant group
                  for the first Plan Year of this amendment and restatement, the

                                       39

<PAGE>

                  "Actual Deferral Percentage" for the Non-Highly Compensated
                  Participant group for the preceding Plan Year shall be
                  calculated pursuant to the provisions of the Plan then in
                  effect.

                           (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.

                                    Notwithstanding the above, if the prior year
                  testing method is used to calculate the "Actual Deferral
                  Percentage" for the Non-Highly Compensated Participant group
                  for the first Plan Year of this amendment and restatement, for
                  purposes of Section 4.5(a) and 4.6, a Non-Highly Compensated
                  Participant shall include any such Employee eligible to make a
                  deferral election, whether or not such deferral election was
                  made or suspended, pursuant to the provisions of the Plan in
                  effect for the preceding Plan Year.

                           (d)      If the Plan uses the prior year testing
                  method, the "Actual Deferral Percentage" for the Non-Highly
                  Compensated Participant group is determined without regard to
                  changes in the group of Non-Highly Compensated Participants
                  who are eligible under the Plan in the testing year. However,
                  if the Plan results from, or is otherwise affected by, a "Plan
                  Coverage Change" that becomes effective during the testing
                  year, then the "Actual Deferral Percentage" for the Non-Highly
                  Compensated Participant group for the prior year is the
                  "Weighted Average Of The Actual Deferral Percentages For The
                  Prior Year Subgroups." Notwithstanding the above, if ninety
                  (90) percent or more of the total number of Non-Highly
                  Compensated Participants from all "Prior Year Subgroups" are
                  from a single "Prior Year Subgroup," then in determining the
                  "Actual Deferral Percentage" for the Non-Highly Compensated
                  Participants for the prior year, the Employer may elect to use
                  the "Actual Deferral Percentage" for Non-Highly Compensated
                  Participants for the prior year under which that single "Prior
                  Year Subgroup" was eligible, in lieu of using the weighted
                  averages. For purposes of this Section the following
                  definitions shall apply:

                           (1)      "Plan Coverage Change" means a change in the
                           group or groups of eligible Participants on account
                           of (i) the establishment or amendment of a plan, (ii)
                           a plan merger, consolidation, or spinoff under Code
                           Section 414(l), (iii) a change in the way plans
                           within the meaning of Code Section 414(l) are
                           combined or separated for purposes of Regulation
                           1.401(k)-l(g)(11), or (iv) a combination of any of
                           the foregoing.

                           (2)      "Prior Year Subgroup" means all Non-Highly
                           Compensated

                                       40

<PAGE>

                           Participants for the prior year who, in the prior
                           year, were eligible Participants under a specific
                           Code Section 401(k) plan maintained by the Employer
                           and who would have been eligible Participants in the
                           prior year under the plan tested if the plan coverage
                           change had first been effective as of the first day
                           of the prior year instead of first being effective
                           during the testing year.

                           (3)      "Weighted Average Of The Actual Deferral
                           Percentages For The Prior Year Subgroups" means the
                           sum, for all prior year subgroups, of the "Adjusted
                           Actual Deferral Percentages."

                           (4)      "Adjusted Actual Deferral Percentage" with
                           respect to a prior year subgroup means the Actual
                           Deferral Percentage for Non-Highly Compensated
                           Participants for the prior year of the specific plan
                           under which the members of the prior year subgroup
                           were eligible Participants, multiplied by a fraction,
                           the numerator of which is the number of Non-Highly
                           Compensated Participants in the prior year subgroup
                           and the denominator of which is the total number of
                           Non-Highly Compensated Participants in all prior year
                           subgroups.

                           (e)      For the purposes of this Section and Code
                  Sections 401(a)(4), 410(b) and 401(k), if two or more plans
                  which include cash or deferred arrangements are considered one
                  plan for the purposes of Code Section 401(a)(4) or 410(b)
                  (other than Code Section 410(b)(2)(A)(ii)), 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 Code Sections 401(a)(4), 410(b) and 401(k). 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 Code Sections 401(a)(4), 410(b) and 401(k). Any adjustment
                  to the Non-Highly Compensated Participant actual deferral
                  ratio for the prior year shall be made in accordance with
                  Internal Revenue Service Notice 98-1 and any superseding
                  guidance. Plans may be aggregated under this paragraph (e)
                  only if they have the same plan year. Notwithstanding the
                  above, for Plan Years beginning after December 31, 1996, if
                  two or more plans which include cash or deferred arrangements
                  are permissively aggregated under Regulation 1.410(b)-7(d),
                  all plans permissively aggregated must use either the current
                  year testing method or the prior year testing method for the
                  testing year.

                                    Notwithstanding the above, an employee stock
                  ownership plan described in Code Section 4975(e)(7) or 409 may
                  not be combined with this Plan

                                       41

<PAGE>

                  for purposes of determining whether the employee stock
                  ownership plan or this Plan satisfies this Section and Code
                  Sections 401(a)(4), 410(b) and 401(k) .

                           (f)      For the purposes of this Section, if a
                  Highly Compensated Participant is a Participant under two or
                  more cash or deferred arrangements (other than a cash or
                  deferred arrangement which is part of an employee stock
                  ownership plan as defined in Code Section 4975(e)(7) or 409)
                  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.

                           (g)      For the purpose of this Section, when
                  calculating the "Actual Deferral Percentage" for the
                  Non-Highly Compensated Participant group, the prior year
                  testing method generally shall be used, except that the
                  current year method shall be used for the short plan year
                  ending December 31, 2000. Any change from the current year
                  testing method to the prior year testing method shall be made
                  pursuant to Internal Revenue Service Notice 98-1, Section VII
                  (or superseding guidance), the provisions of which are
                  incorporated herein by reference.

                           (h)      Contributions made pursuant to Section
                  4.1(b) are intended to comply with this Section 4.5 pursuant
                  to the alternative methods permitted by Code Section
                  401(k)(12). Therefore, for Plan Years in which the Plan
                  satisfies an alternative method under Code Section 401(k)(12),
                  the limitations and requirements imposed under Sections 4.5(a)
                  through (g) shall be inapplicable.

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) for Plan
Years beginning after December 31, 1996, 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 amount of Elective
                  Contributions 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 amount of Elective Contributions. This process
                  shall continue until the total

                                       42

<PAGE>

                  amount of Excess Contributions has been distributed. In
                  determining the 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 or as an
                           Excess Aggregate Contribution pursuant to Section
                           4.8.

                           (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 shall be allocated
                  to the Participant's Elective Account of the Non-Highly
                  Compensated Participant having the lowest Compensation, until
                  one of the tests set forth in Section 4.5(a) is satisfied, or
                  until such Non-Highly Compensated Participant has received his
                  maximum "annual addition" pursuant to Section 4.9(a). If one
                  of the tests set forth in Section 4.5(a) has not been
                  satisfied,

                                       43

<PAGE>

                  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, or until such Non-Highly
                  Compensated Participant has received his maximum "annual
                  addition" pursuant to Section 4.9(a). This process shall
                  continue until one of the tests set forth in Section 4.5(a)
                  has been satisfied.

                                    However, if the prior year testing method is
                  used, the special Qualified Non-Elective Contribution shall be
                  allocated in the prior Plan Year to the Participant's Elective
                  Account on behalf of the Non-Highly Compensated Participant
                  who was employed by the Employer on the last day of the prior
                  Plan Year having the lowest Compensation for the prior Plan
                  Year, until one of the tests set forth in Section 4.5(a) is
                  satisfied, or until such Non-Highly Compensated Participant
                  has received his maximum "annual addition" pursuant to Section
                  4.9(a). 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 for the prior Plan Year
                  shall receive the special Qualified Non-Elective Contribution
                  until one of the tests set forth in Section 4.5(a) is
                  satisfied, or until such Non-Highly Compensated Participant
                  has received his maximum "annual addition" pursuant to Section
                  4.9(a). This process shall continue until one of the tests set
                  forth in Section 4.5(a) has been satisfied. Such contribution
                  shall be made by the Employer prior to the end of the current
                  Plan Year.

                                    Notwithstanding the above, for Plan Years
                  beginning after December 31, 1998, if the testing method
                  changes from the current year testing method to the prior year
                  testing method, then for purposes of preventing the double
                  counting of Qualified Non-Elective Contributions for the first
                  testing year for which the change is effective any special
                  Qualified Non-Elective Contribution on behalf of Non-Highly
                  Compensated Participants used to satisfy the "Actual Deferral
                  Percentage" or "Actual Contribution Percentage" test under the
                  current year testing method for the prior year testing year
                  shall be disregarded.

                           (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).

                                       44

<PAGE>

4.7      ACTUAL CONTRIBUTION PERCENTAGE TESTS

                           (a)      Except as limited under Section 4.6(i), the
                  "Actual Contribution Percentage" for Plan Years beginning
                  after December 31, 1996 for the Highly Compensated Participant
                  group shall not exceed the greater of:

                           (1)      125 percent of such 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 Contribution
                           Percentage" for the Non-Highly Compensated
                           Participant group); or

                           (2)      the lesser of 200 percent of such 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 Contribution
                           Percentage" for the Non-Highly Compensated
                           Participant group), or such 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 Contribution
                           Percentage" for the Non-Highly Compensated
                           Participant group) plus 2 percentage points. However,
                           to prevent the multiple use of the alternative method
                           described in this paragraph and Code Section
                           401(m)(9)(A), any Highly Compensated Participant
                           eligible to make elective deferrals pursuant to
                           Section 4.2 or any other cash or deferred arrangement
                           maintained by the Employer or an Affiliated Employer
                           and to make Employee contributions or to receive
                           matching contributions under this Plan or under any
                           plan maintained by the Employer or an Affiliated
                           Employer shall have a combination of his Elective
                           Contributions and Employer matching contributions and
                           his Employee contributions reduced pursuant to
                           Regulation 1.401(m)-2 and Section 4.8(a). The
                           provisions of Code Section 401(m) and Regulations
                           1.401(m)-l(b) and 1.401(m)-2 are incorporated herein
                           by reference.

                           (b)      For the purposes of this Section and Section
                  4.8, "Actual Contribution Percentage" for a Plan Year means,
                  with respect to the Highly Compensated Participant group and
                  Non-Highly Compensated Participant group (for the preceding
                  Plan Year if the prior year testing method is used to
                  calculate the "Actual Contribution Percentage" for the
                  Non-Highly Compensated Participant group), the average of the
                  ratios (calculated separately for each Participant in each
                  group rounded to the nearest one-hundredth of one percent) of:

                           (1)      the sum of Employer matching contributions
                           made pursuant to Section 4.1(b) (to the extent such
                           matching contributions are not used to satisfy the
                           safe harbor methods permitted by Code Sections
                           401(k)(12) and 401(m)(11) on behalf of each such
                           Participant for such Plan Year; to

                                       45

<PAGE>

                           (2)      the Participant's "414(s) Compensation" for
                           such Plan Year.

                                    Notwithstanding the above, if the prior year
                  testing method is used to calculate the "Actual Contribution
                  Percentage" for the Non-Highly Compensated Participant group
                  for the first Plan Year of this amendment and restatement, for
                  purposes of Section 4.7(a), the "Actual Contribution
                  Percentage" for the Non-Highly Compensated Participant group
                  for the preceding Plan Year shall be determined pursuant to
                  the provisions of the Plan then in effect.

                           (c)      For purposes of determining the "Actual
                  Contribution Percentage", only Employer matching contributions
                  contributed to the Plan prior to the end of the succeeding
                  Plan Year shall be considered. In addition, the Administrator
                  may elect to take into account, with respect to Employees
                  eligible to have Employer matching contributions pursuant to
                  Section 4.1(b) (to the extent such matching contributions are
                  not used to satisfy the safe harbor methods permitted by Code
                  Sections 401(k)(12) and 401(m)(11) allocated to their
                  accounts, nonelective contributions (as described in Code
                  Section 401(k)(12)(C)) (to the extent such nonelective
                  contributions are not used to satisfy the safe harbor methods
                  permitted by Code Section 401(k)(12) and 401(m)), elective
                  deferrals (as defined in Regulation 1.402(g)-l(b)) and
                  qualified non-elective contributions (as defined in Code
                  Section 401(m)(4)(C)) contributed to any plan maintained by
                  the Employer. Such Nonelective Contributions, elective
                  deferrals and qualified non-elective contributions shall be
                  treated as Employer matching contributions subject to
                  Regulation 1.401(m)-l(b)(5) which is incorporated herein by
                  reference. However, the Plan Year must be the same as the plan
                  year of the plan to which the elective deferrals and the
                  qualified non-elective contributions are made.

                           (d)      For purposes of this Section and Code
                  Sections 401(a)(4), 410(b) and 401(m), if two or more plans of
                  the Employer to which matching contributions, Employee
                  contributions, or both, are made are treated as one plan for
                  purposes of Code Sections 401(a)(4) or 410(b) (other than the
                  average benefits test under Code Section 410(b)(2)(A)(ii)),
                  such plans shall be treated as one plan. In addition, two or
                  more plans of the Employer to which matching contributions,
                  Employee contributions, or both, are made may be considered as
                  a single plan for purposes of determining whether or not such
                  plans satisfy Code Sections 401(a)(4), 410(b) and 401(m). In
                  such a case, the aggregated plans must satisfy this Section
                  and Code Sections 401(a)(4), 410(b) and 401(m) as though such
                  aggregated plans were a single plan. Any adjustment to the
                  Non-Highly Compensated Participant actual contribution ratio
                  for the prior year shall be made in accordance with Internal
                  Revenue Service Notice 98-1 and any superseding guidance.
                  Plans may be aggregated under this paragraph (e) only if they
                  have the same plan year. Notwithstanding the above, for Plan
                  Years beginning after

                                       46

<PAGE>

                  December 31, 1996, if two or more plans which include cash or
                  deferred arrangements are permissively aggregated under
                  Regulation 1.410(b)-7(d), all plans permissively aggregated
                  must use either the current year testing method or the prior
                  year testing method for the testing year.

                                    Notwithstanding the above, an employee stock
                  ownership plan described in Code Section 4975(e)(7) or 409 may
                  not be aggregated with this Plan for purposes of determining
                  whether the employee stock ownership plan or this Plan
                  satisfies this Section and Code Sections 401(a)(4), 410(b) and
                  401(m).

                           (e)      If a Highly Compensated Participant is a
                  Participant under two or more plans (other than an employee
                  stock ownership plan as defined in Code Section 4975(e)(7) or
                  409) which are maintained by the Employer or an Affiliated
                  Employer to which matching contributions, Employee
                  contributions, or both, are made, all such contributions on
                  behalf of such Highly Compensated Participant shall be
                  aggregated for purposes of determining such Highly Compensated
                  Participant's actual contribution ratio. However, if the plans
                  have different plan years, this paragraph shall be applied by
                  treating all plans ending with or within the same calendar
                  year as a single plan.

                           (f)      For purposes of Sections 4.7(a) and 4.8, a
                  Highly Compensated Participant and Non-Highly Compensated
                  Participant shall include any Employee eligible to have
                  Employer matching contributions (whether or not a deferral
                  election was made or suspended) allocated to his account for
                  the Plan Year.

                           Notwithstanding the above, if the prior year testing
                  method is used to calculate the "Actual Contribution
                  Percentage" for the Non-Highly Compensated Participant group
                  for the first Plan Year of this amendment and restatement, for
                  the purposes of Section 4.7(a), a Non-Highly Compensated
                  Participant shall include any such Employee eligible to have
                  Employer matching contributions (whether or not a deferral
                  election was made or suspended) allocated to his account for
                  the preceding Plan Year pursuant to the provisions of the Plan
                  then in effect.

                           (g)      If the Plan uses the prior year testing
                  method, the "Actual Contribution Percentage" for the
                  Non-Highly Compensated Participant group is determined without
                  regard to changes in the group of Non-Highly Compensated
                  Participants who are eligible under the Plan in the testing
                  year. However, if the Plan results from, or is otherwise
                  affected by, a "Plan Coverage Change" that becomes effective
                  during the testing year, then the "Actual Contribution
                  Percentage" for the Non-Highly Compensated Participant group
                  for the prior year is the "Weighted Average Of The Actual
                  Contribution Percentages For The Prior

                                       47

<PAGE>

                  Year Subgroups." Notwithstanding the above, if ninety (90)
                  percent or more of the total number of Non-Highly Compensated
                  Participants from all "Prior Year Subgroups" are from a single
                  "Prior Year Subgroup," then in determining the "Actual
                  Contribution Percentage" for the Non-Highly Compensated
                  Participants for the prior year, the Employer may elect to use
                  the "Actual Contribution Percentage" for Non-Highly
                  Compensated Participants for the prior year under which that
                  single "Prior Year Subgroup" was eligible, in lieu of using
                  the weighted averages. For purposes of this Section the
                  following definitions shall apply:

                           (1)      "Plan Coverage Change" means a change in the
                           group or groups of eligible Participants on account
                           of (i) the establishment or amendment of a plan, (ii)
                           a plan merger, consolidation, or spinoff under Code
                           Section 414(l), (iii) a change in the way plans
                           within the meaning of Code Section 414(l) are
                           combined or separated for purposes of Regulation
                           1.401(k)-l(g)(11), or (iv) a combination of any of
                           the foregoing.

                           (2)      "Prior Year Subgroup" means all Non-Highly
                           Compensated Participants for the prior year who, in
                           the prior year, were eligible Participants under a
                           specific Code Section 401(m) plan maintained by the
                           Employer and who would have been eligible
                           Participants in the prior year under the plan tested
                           if the plan coverage change had first been effective
                           as of the first day of the prior year instead of
                           first being effective during the testing year.

                           (3)      "Weighted Average Of The Actual Contribution
                           Percentages For The Prior Year Subgroups" means the
                           sum, for all prior year subgroups, of the "Adjusted
                           Actual Contribution Percentages."

                           (4)      "Adjusted Actual Contribution Percentage"
                           with respect to a prior year subgroup means the
                           Actual Contribution Percentage for Non-Highly
                           Compensated Participants for the prior year of the
                           specific plan under which the members of the prior
                           year subgroup were eligible Participants, multiplied
                           by a fraction, the numerator of which is the number
                           of Non-Highly Compensated Participants in the prior
                           year subgroup and the denominator of which is the
                           total number of Non-Highly Compensated Participants
                           in all prior year subgroups.

                           (h)      For the purpose of this Section, when
                  calculating the "Actual Contribution Percentage" for the
                  Non-Highly Compensated Participant group, the prior year
                  testing method generally shall be used, except that the
                  current year method shall be used for the short plan year
                  ending December 31, 2000. Any

                                       48

<PAGE>

                  change from the current year testing method to the prior year
                  testing method shall be made pursuant to Internal Revenue
                  Service Notice 98-1, Section VII (or superseding guidance),
                  the provisions of which are incorporated herein by reference.

                           (i)      Contributions made pursuant to Section
                  4.1(b) are intended to comply with this Section 4.7 pursuant
                  to the alternative methods permitted by Code Section
                  401(m)(11). Therefore, for Plan Years in which the Plan
                  satisfies an alternative method under Code Section 401(m)(11),
                  the limitations and requirements imposed under Sections 4.7(a)
                  through (h) shall be inapplicable.

4.8      ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

                           (a)      In the event (or if it is anticipated) that,
                  for Plan Years beginning after December 31, 1996, the "Actual
                  Contribution Percentage" for the Highly Compensated
                  Participant group exceeds (or might exceed) the "Actual
                  Contribution Percentage" for the Non-Highly Compensated
                  Participant group pursuant to Section 4.7(a), the
                  Administrator (on or before the fifteenth day of the third
                  month following the end of the Plan Year, but in no event
                  later than the close of the following Plan Year) shall direct
                  the Trustee to distribute to the Highly Compensated
                  Participant having the largest amount of contributions
                  determined pursuant to Section 4.7(b)(2), his portion of such
                  contributions (and Income allocable to such contributions)
                  until the total amount of Excess Aggregate Contributions has
                  been distributed, or until his remaining amount equals the
                  amount of contributions determined pursuant to Section
                  4.7(b)(2) of the Highly Compensated Participant having the
                  second largest amount of contributions. This process shall
                  continue until the total amount of Excess Aggregate
                  Contributions has been distributed. The distribution of Excess
                  Aggregate Contributions shall be made from Employer matching
                  contributions.

                           (b)      Any distribution of less than the entire
                  amount of Excess Aggregate Contributions (and Income) shall be
                  treated as a pro rata distribution of Excess Aggregate
                  Contributions and Income. Distribution of Excess Aggregate
                  Contributions shall be designated by the Employer as a
                  distribution of Excess Aggregate Contributions (and Income).

                           (c)      Excess Aggregate Contributions shall be
                  treated as Employer contributions for purposes of Code
                  Sections 404 and 415 even if distributed from the Plan.

                           (d)      The determination of the amount of Excess
                  Aggregate Contributions with respect to any Plan Year shall be
                  made after first determining

                                       49

<PAGE>

                  the Excess Contributions, if any, to be treated as voluntary
                  Employee contributions due to recharacterization for the plan
                  year of any other qualified cash or deferred arrangement (as
                  defined in Code Section 401(k)) maintained by the Employer
                  that ends with or within the Plan Year.

                           (e)      If during a Plan Year the projected
                  aggregate amount of Employer matching contributions to be
                  allocated to all Highly Compensated Participants under this
                  Plan would, by virtue of the tests set forth in Section
                  4.7(a), cause the Plan to fail such tests, then the
                  Administrator may automatically reduce proportionately or in
                  the order provided in Section 4.8(a) each affected Highly
                  Compensated Participant's projected share of such
                  contributions by an amount necessary to satisfy one of the
                  tests set forth in Section 4.7(a).

                           (f)      Notwithstanding the above, 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 4.7(a). Such
                  contribution shall be allocated to the Participant's Account
                  of the Non-Highly Compensated Participant having the lowest
                  Compensation, until one of the tests set forth in Section 4.7
                  is satisfied, or until such Non-Highly Compensated Participant
                  has received his maximum "annual addition" pursuant to Section
                  4.9(a). If one of the tests set forth in Section 4.7 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 4.7 is satisfied, or until such Non-Highly
                  Compensated Participant has received his maximum "annual
                  addition" pursuant to Section 4.9(a). This process shall
                  continue until one of the tests set forth in Section 4.7 has
                  been satisfied. A separate accounting of any special Qualified
                  Non-Elective Contribution shall be maintained in the
                  Participant's Account.

                                    However, if the prior year testing method is
                  used, the special Qualified Non-Elective Contribution shall be
                  allocated in the prior Plan Year to the Participant's Account
                  on behalf of each Non-Highly Compensated Participant who was
                  employed by the Employer on the last day of the prior Plan
                  Year having the lowest Compensation for the prior Plan Year,
                  until one of the tests set forth in Section 4.7 is satisfied,
                  or until such Non-Highly Compensated Participant has received
                  his maximum "annual addition" pursuant to Section 4.9(a). If
                  one of the tests set forth in Section 4.7 has not been
                  satisfied, the Non-Highly Compensated Participant having the
                  second lowest Compensation for the prior Plan Year shall
                  receive the special Qualified Non-Elective Contribution until
                  one of the tests set forth in Section 4.7 is satisfied, or
                  until such Non-Highly Compensated

                                       50
<PAGE>

                  Participant has received his maximum "annual addition"
                  pursuant to Section 4.9(a). This process shall continue until
                  one of the tests set forth in Section 4.7 has been satisfied.
                  Such contribution shall be made by the Employer prior to the
                  end of the current Plan Year. A separate accounting of any
                  special Qualified Non-Elective Contributions shall be
                  maintained in the Participant's Account.

                                    Notwithstanding the above, for Plan Years
                  beginning after December 31, 1998, if the testing method
                  changes from the current year testing method to the prior year
                  testing method, then for purposes of preventing the double
                  counting of Qualified Non-Elective Contributions for the first
                  testing year for which the change is effective, any special
                  Qualified Non-Elective Contribution on behalf of Non-Highly
                  Compensated Participants used to satisfy the "Actual Deferral
                  Percentage" or "Actual Contribution Percentage" test under the
                  current year testing method for the prior year testing year
                  shall be disregarded.

4.9      MAXIMUM ANNUAL ADDITIONS

                           (a)      Notwithstanding the foregoing, the maximum
                  "annual additions" credited to a Participant's accounts for
                  any "limitation year" shall equal the lesser of: (1) $30,000
                  adjusted annually as provided in Code Section 415(d) pursuant
                  to the Regulations, or (2) twenty-five percent (25%) of the
                  Participant's "415 Compensation" for such "limitation year."
                  For any short "limitation year," the dollar limitation in (1)
                  above shall be reduced by a fraction, the numerator of which
                  is the number of full months in the short "limitation year"
                  and the denominator of which is twelve (12).

                           (b)      For purposes of applying the limitations of
                  Code Section 415, "annual additions" means the sum credited to
                  a Participant's accounts for any "limitation year" of (1)
                  Employer contributions, (2)Employee contributions, (3)
                  forfeitures, (4) amounts allocated, after March 31, 1984, to
                  an individual medical account, as defined in Code Section
                  415(l)(2) which is part of a pension or annuity plan
                  maintained by the Employer and (5) amounts derived from
                  contributions paid or accrued after December 31, 1985, in
                  taxable years ending after such date, which are attributable
                  to post-retirement medical benefits allocated to the separate
                  account of a key employee (as defined in Code Section
                  419A(d)(3)) under a welfare benefit plan (as defined in Code
                  Section 419(e)) maintained by the Employer. Except, however,
                  the "415 Compensation" percentage limitation referred to in
                  paragraph (a)(2) above shall not apply to: (1) any
                  contribution for medical benefits (within the meaning of Code
                  Section 419A(f)(2)) after separation from service which is
                  otherwise treated as an "annual addition," or (2) any amount
                  otherwise treated as an "annual addition" under Code Section
                  415(l)(1).

                                       51

<PAGE>

                           (c)      For purposes of applying the limitations of
                  Code Section 415, the transfer of funds from one qualified
                  plan to another is not an "annual addition." In addition, the
                  following are not Employee contributions for the purposes of
                  Section 4.9(b)(2): (1) rollover contributions (as defined in
                  Code Sections 402(e)(6), 403(a)(4), 403(b)(8) and 408(d)(3));
                  (2) repayments of loans made to a Participant from the Plan;
                  (3) repayments of distributions received by an Employee
                  pursuant to Code Section 411(a)(7)(B) (cash-outs); (4)
                  repayments of distributions received by an Employee pursuant
                  to Code Section 411(a)(3)(D) (mandatory contributions); and
                  (5) Employee contributions to a simplified employee pension
                  excludable from gross income under Code Section 408(k)(6).

                           (d)      For purposes of applying the limitations of
                  Code Section 415, the "limitation year" shall be the Plan
                  Year.

                           (e)      For the purpose of this Section, all
                  qualified defined contribution plans (whether terminated or
                  not) ever maintained by the Employer shall be treated as one
                  defined contribution plan.

                           (f)      For the purpose of this Section, if the
                  Employer is a member of a controlled group of corporations,
                  trades or businesses under common control (as defined by Code
                  Section 1563(a) or Code Section 414(b) and (c) as modified by
                  Code Section 415(h), is a member of an affiliated service
                  group (as defined by Code Section 414(m), or is a member of a
                  group of entities required to be aggregated pursuant to
                  Regulations under Code Section 414(o), all Employees of such
                  Employers shall be considered to be employed by a single
                  Employer.

                           (g)      For the purpose of this Section, if this
                  Plan is a Code Section 413(c) plan, each Employer who
                  maintains this Plan will be considered to be a separate
                  Employer.

                           (h) (l)  If a Participant participates in more than
                           one defined contribution plan maintained by the
                           Employer which have different Anniversary Dates, the
                           maximum "annual additions" under this Plan shall
                           equal the maximum "annual additions" for the
                           "limitation year" minus any "annual additions"
                           previously credited to such Participant's accounts
                           during the "limitation year."

                           (2)      If a Participant participates in both a
                           defined contribution plan subject to Code Section 412
                           and a defined contribution plan not subject to Code
                           Section 412 maintained by the Employer which have the
                           same Anniversary Date, "annual additions" will be
                           credited to the Participant's accounts under the
                           defined contribution plan subject to Code Section 412

                                       52

<PAGE>

                           prior to crediting "annual additions" to the
                           Participant's accounts under the defined contribution
                           plan not subject to Code Section 412.

                           (3)      If a Participant participates in more than
                           one defined contribution plan not subject to Code
                           Section 412 maintained by the Employer which have the
                           same Anniversary Date, the maximum "annual additions"
                           under this Plan shall equal the product of (A) the
                           maximum "annual additions" for the "limitation year"
                           minus any "annual additions" previously credited
                           under subparagraphs (1) or (2) above, multiplied by
                           (B) a fraction (i) the numerator of which is the
                           "annual additions" which would be credited to such
                           Participant's accounts under this Plan without regard
                           to the limitations of Code Section 415 and (ii) the
                           denominator of which is such "annual additions" for
                           all plans described in this subparagraph.

                           (i)      Notwithstanding anything contained in this
                  Section to the contrary, the limitations, adjustments and
                  other requirements prescribed in this Section shall at all
                  times comply with the provisions of Code Section 415 and the
                  Regulations thereunder, the terms of which are specifically
                  incorporated herein by reference.

4.10     ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

                           (a)      If, as a result of a reasonable error in
                  estimating a Participant's Compensation, a reasonable error in
                  determining the amount of elective deferrals (within the
                  meaning of Code Section 402(g)(3)) that may be made with
                  respect to any Participant under the limits of Section 4.9 or
                  other facts and circumstances to which Regulation
                  1.415-6(b)(6) shall be applicable, the "annual additions"
                  under this Plan would cause the maximum "annual additions" to
                  be exceeded for any Participant, the Administrator shall (1)
                  distribute any elective deferrals (within the meaning of Code
                  Section 402(g)(3)) or return any Employee contributions
                  (whether voluntary or mandatory), and for the distribution of
                  gains attributable to those elective deferrals and Employee
                  contributions, to the extent that the distribution or return
                  would reduce the "excess amount" in the Participant's accounts
                  (2) hold any "excess amount" remaining after the return of any
                  elective deferrals or voluntary Employee contributions in a
                  "Section 415 suspense account" (3) use the "Section 415
                  suspense account" in the next "limitation year" (and
                  succeeding "limitation years" if necessary) to reduce Employer
                  contributions for that Participant if that Participant is
                  covered by the Plan as of the end of the "limitation year," or
                  if the Participant is not so covered, allocate and reallocate
                  the "Section 415 suspense account" in the next "limitation
                  year" (and succeeding "limitation years" if necessary) to all
                  Participants in the Plan before any Employer or Employee
                  contributions which would constitute "annual additions" are
                  made to

                                       53

<PAGE>

                  the Plan for such "limitation year" (4) reduce Employer
                  contributions to the Plan for such "limitation year" by the
                  amount of the "Section 415 suspense account" allocated and
                  reallocated during such "limitation year."

                           (b)      For purposes of this Article, "excess
                  amount" for any Participant for a "limitation year" shall mean
                  the excess, if any, of (1) the "annual additions" which would
                  be credited to his account under the terms of the Plan without
                  regard to the limitations of Code Section 415 over (2) the
                  maximum "annual additions" determined pursuant to Section 4.9.

                           (c)      For purposes of this Section, "Section 415
                  suspense account" shall mean an unallocated account equal to
                  the sum of "excess amounts" for all Participants in the Plan
                  during the "limitation year." The "Section 415 suspense
                  account" shall not share in any earnings or losses of the
                  Trust Fund.

4.11     TRANSFERS FROM QUALIFIED PLANS

                           (a)      Effective July 1, 2001, 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 the tax exempt
                  status of the Plan or Trust or create adverse tax consequences
                  for the Employer. Any such rollover amount for a Participant
                  together with (1) any rollover transfers by a Participant to
                  this Plan that were permitted prior to April 1, 2001 and (2)
                  any rollover account portion of a Participant's account which
                  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 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 Regulation 1.411(d)-4), amounts attributable to
                  elective contributions (as defined in Regulation
                  1.401(k)-l(g)(3)), including amounts 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 Regulation
                  1.401(k)-l(d).

                                       54

<PAGE>

                           (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 Code
                  Section 401(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;
                  (iii) amounts transferred to this Plan from a conduit
                  individual retirement account provided that the conduit
                  individual retirement account has no assets other than assets
                  which (A) were previously distributed to the Employee by
                  another qualified plan as a lump-sum distribution (B) were
                  eligible for tax-free rollover to a qualified plan and (C)
                  were deposited in such conduit individual retirement account
                  within sixty (60) days of receipt thereof and other than
                  earnings on said assets; and (iv) amounts distributed to the
                  Employee from a conduit individual retirement account meeting
                  the requirements of clause (iii) above, and transferred by the
                  Employee to this Plan within sixty (60) days of his receipt
                  thereof from such conduit individual retirement account.

                           (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 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.

                                       55

<PAGE>

                           (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 "Section 411(d)(6) protected
                  benefit" as described in Section 7.1.

4.12     VOLUNTARY CONTRIBUTIONS

                           (a)      This Plan does not permit voluntary
                  contributions by Participants. However, this Section 4.12
                  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.

4.13     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.

                                       56

<PAGE>

                           (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 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;

                                       57

<PAGE>

                                    (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, 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

                                       58

<PAGE>

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 (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 on 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.

                                       59

<PAGE>

                           (c)      Any security interest held by the Plan by
                  reason of an outstanding loan to the Participant or 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 Code Section 414(p) 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.

                                       60

<PAGE>

                           (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 CFR
                  2520.104b-3 (relating to a summary of material modifications)
                  for pension plans.

                                       61

<PAGE>

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, effective for distributions
                  on or after March 22, 1999, if the value of a Terminated
                  Participant's Vested benefit derived from Employer and
                  Employee contributions does not exceed $5,000 ($3,500 for Plan
                  Years beginning prior to August 6, 1997) 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:

                                       62

<PAGE>

                                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 attributable to
                  Employer discretionary contributions provided for in paragraph
                  6.4(b) above, for any Top Heavy Plan Year, the Vested portion
                  of the Participant's Account attributable to Employer
                  discretionary contributions of any Participant who has an Hour
                  of Service after the Plan becomes top heavy shall be a
                  percentage of the amount credited to his Participant's Account
                  attributable to Employer discretionary contributions
                  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 2                 0%
       2                      20%
       3                      40%
       4                      60%
       5                      80%
       6                     100%
</TABLE>

                                    If in any subsequent Plan Year, the Plan
                  ceases to be a Top Heavy Plan, the Administrator shall revert
                  to the vesting schedule in effect before this Plan became a
                  Top Heavy Plan. Any such reversion shall be treated as a Plan
                  amendment pursuant to the terms of the Plan.

                           (d)      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.

                                       63

<PAGE>

                           (e)      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.

                           (f)      Except as otherwise provided in this Section
                  6.4(f), 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 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, 2000, 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, 2000)

                               100% vested upon attainment of age 62

                     Pre-Amendment Vesting Schedule for Participants in the
                    Bertek Pharmaceuticals Inc. 401(k) Savings Plan and Trust
                          (participation determined as of March 31, 2000)

<TABLE>
<CAPTION>
Periods of Service                 Percentage
<S>                                <C>
   less than 3                          0%
       3                               50%
       4                               75%
       5                              100%
</TABLE>

                                       64

<PAGE>

 Pre-Amendment Vesting Schedule for Participants in the Penederm Incorporated
           401(k) Plan (participation determined as of March 31, 2000)

<TABLE>
<CAPTION>
Periods of Service                 Percentage
<S>                                <C>
   less than 2                          0%
       2                               25%
       3                               50%
       4                               75%
       5                              100%
</TABLE>

                           (g)      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

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

                           (h) (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

                                       65

<PAGE>

                           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 full, 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 4.1(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:

                                    (i)      If a Former Participant has a
                                    1-Year Break in Service, his pre-break 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;

                                       66

<PAGE>

                                    (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 Employer securities held in the Participant's
                  account at the time of distribution, in the form of Employer
                  securities.

                           (b)      Any distribution to a Participant who has a
                  Vested benefit which exceeds $5,000 ($3,500 for Plan Years
                  beginning prior to August 6, 1997) 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. However, any election to defer the
                           receipt of benefits shall not apply with respect to
                           distributions which are required under Section
                           6.5(c).

                           (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:

                                       67

<PAGE>

                                    (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 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)      Notwithstanding any provision in the Plan to
                  the contrary, the distribution of a Participant's benefits
                  shall be made in accordance with the following requirements
                  and shall otherwise comply with Code Section 401(a)(9) and the
                  Regulations thereunder (including Regulation 1.401(a)(9)-2),
                  the provisions of which are incorporated herein by reference.

                           (1)      This Section 6.5(c)(1) shall apply with
                           respect to a Participant who is a "five (5) percent
                           owner" at any time during the Plan Year ending with
                           or within the calendar year in which the owner
                           attains age 70 1/2. The Participant's benefits shall
                           be distributed not later than April 1st of the
                           calendar year following the calendar year in which
                           the Participant attains age 70 1/2. If the
                           Participant is still in employment with the Employer
                           and any Affiliated Employer, distributions to the
                           Participant must be made no later than the applicable
                           April 1st as determined under the preceding sentence
                           and continuing in each year as to subsequent
                           contributions for the period in which the Participant
                           remains in active employment with the Employer or any
                           Affiliated Employer. At the time of any required
                           distribution during which the Participant is in
                           active employment and also when the Participant
                           retires from active service, the distribution of any
                           balance of the Participant's benefits shall be
                           distributed in one or more of the following methods:
                           one lump-sum payment in cash or, to the extent of any
                           whole units of Employer securities held in the
                           Participant's account at the time of the final
                           distribution, in the form of Employer securities.

                                       68

<PAGE>

                           (2)      This Section 6.5(c)(2) shall apply with
                           respect to a Participant who is not a "five (5)
                           percent owner" as defined in the preceding paragraph.
                           The Participant's benefits shall be distributed not
                           later than April 1st of the calendar year following
                           the calendar year following the calendar year in
                           which the Participant attains age 70 1/2 and is no
                           longer in active employment with the Employer and any
                           Affiliated Employer. The distribution of the
                           Participant's benefits shall be made in one or more
                           of the following methods: one lump-sum payment in
                           cash or, to the extent of any whole units of Employer
                           securities held in the Participant's account at the
                           time of the final distribution, in the form of
                           Employer securities.

                           (3)      Distributions to a Participant and his
                           Beneficiaries shall only be made in accordance with
                           the incidental death benefit requirements of Code
                           Section 401(a)(9)(G) and the Regulations thereunder.

                           (4)      Notwithstanding the above provisions of this
                           Section 6.5(c), before the effective date of this
                           amended and restated Plan, Section 6.5(e) of the
                           pre-amended Plan controls with respect to any
                           distribution to a Participant who attains age 70 1/2
                           before January 1, 2002.

                           (d)      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.

                           (e)      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 CFR
                  2520.104b-3 (relating to a summary of material modifications)
                  for pension plans.

                                       69

<PAGE>

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 Employer securities held in the Participant's account at
                  the time of distribution, in the form of 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
                  and shall otherwise comply with Code Section 401(a)(9) and the
                  Regulations thereunder. 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 CFR
                  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
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

                                       70

<PAGE>

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 state in which said
Beneficiary resides. Such a payment to the legal guardian, custodian or parent
of a minor Beneficiary shall fully discharge the Trustee, 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 eligible to participate in the Plan on
                  the same basis as any other Employee. Any distribution made
                  pursuant to this Section shall be made in a manner consistent
                  with 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.

                                       71

<PAGE>

                                    Distributions from a Participant's Elective
                  Account shall not be permitted prior to the Participant's
                  termination of employment with the Employer and any Affiliated
                  Employer or the Participant attaining age 59 1/2 except as
                  otherwise permitted under the terms of the Plan.

                           (b)      In addition to Section 6.10(a), above, prior
                  to termination of employment with the Employer and any
                  Affiliated Employer, Participants who had account balances
                  under certain other qualified plans which were merged with and
                  into, or transferred (other than by a direct or indirect
                  rollover transfer) to, this Plan have additional distribution
                  rights applicable to accrued benefits attributable to the
                  merged or transferred account as provided under this Section
                  6.10(b).

                           (1)      A Participant who had an account under the
                           former Bertek, Inc. Profit Sharing 401(k) Plan, last
                           maintained by Mylan Technologies Inc., which account
                           was merged with and into, or transferred (other than
                           by a direct or indirect rollover transfer) to, this
                           Plan on or about April 1, 2000, may elect to
                           withdraw, at any time, in a lump sum, all or a
                           portion of the Participant's voluntary (after-tax)
                           contributions and a prorata share of the earnings
                           which were transferred to this Plan on or about April
                           1, 2000.

                           (2)      A Participant who had an account under the
                           former UDL Laboratories, Inc. 401(k) & Profit Sharing
                           Plan, last maintained by UDL Laboratories, Inc.,
                           which account was merged with and into, or
                           transferred (other than by a direct or indirect
                           rollover transfer) to, this Plan on or about April 1,
                           2000, may elect to withdraw, at any time, in a lump
                           sum, all or any portion of the Participant's Combined
                           Account which is attributable to a rollover and
                           related earnings previously held under the UDL
                           Laboratories, Inc. 401(k) & Profit Sharing Plan and
                           which were transferred to this Plan on or about April
                           1, 2000.

6.11     ADVANCE DISTRIBUTION FOR HARDSHIP

                           (a)      The Administrator, at the election of the
                  Participant, shall direct the Trustee to distribute to any
                  Participant, but no more than once in any one Plan Year, up to
                  the lesser of 100% of the Participants Voluntary Contributions
                  Account, Participant's Rollover Account and Participant's
                  Elective Account (excluding amounts attributable to the
                  Employer contribution made pursuant to Section 4.1(b)) valued
                  as of the last Valuation Date or the amount necessary to
                  satisfy the immediate and heavy financial need of the
                  Participant. Any distribution made pursuant to this Section
                  shall be deemed to be made as of the first day of the Plan
                  Year or, if later, the Valuation Date immediately preceding
                  the date of distribution, and the Participant's Voluntary
                  Contributions Account, Participant's Rollover Account and
                  Participant's Elective Account, in that order, shall be
                  reduced accordingly. A withdrawal under this Section must be
                  in an amount of at least $1,000 and is deemed to be on account
                  of an immediate and heavy financial need of the Participant if
                  the withdrawal is for:

                                       72

<PAGE>

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

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

                           (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

                                       73

<PAGE>

                           (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 of the
                           hardship distribution in excess of the applicable
                           limit under Code Section 402(g) 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, shall be withdrawn in the following sequence:

                           (1)      Part or all of the Participant's voluntary
                           contributions made before January 1, 1987 not
                           previously withdrawn, which shall have been allocated
                           to a subaccount of the Participant's Voluntary
                           Contribution Account for pre-1987 after-tax
                           contributions, but not more than the current value
                           thereof;

                           (2)      Upon the withdrawal of all amounts withdrawn
                           pursuant to (1), part or all of the Participant's
                           voluntary contributions made after December 31, 1986
                           not previously withdrawn, but not more than the
                           current value thereof together with the share of
                           accumulated income, gains and losses attributable to
                           the Participant's voluntary contributions so
                           distributed (determined at the time of the
                           distribution); and

                           (3)      Upon the withdrawal of all amounts
                           withdrawable pursuant to Sections 6.11(e)(1) and (2),
                           a Participant may withdraw part or all of the
                           accumulated income, gains and losses on the
                           Participant's Voluntary Contribution Account not
                           previously withdrawn.

                                       74

<PAGE>

                           The amount of accumulated income, gains and losses
                  attributable to the distribution of the Participant's
                  voluntary contributions made after December 31, 1986, pursuant
                  to Section 6.11(e)(2), shall be determined by multiplying the
                  sum distributed by a fraction, the numerator of which is the
                  difference, determined immediately before the distribution,
                  between the value of the post-1986 portion of the
                  Participant's Voluntary Contribution Account and the post-1986
                  Participant's voluntary contributions, and the denominator of
                  which is the value of the post-1986 portion of the
                  Participant's Voluntary Contribution Account immediately
                  before the distribution. "Post-1986 portion of the
                  Participant's voluntary contributions" shall refer to
                  Participant voluntary contributions made after December 31,
                  1986, and "post-1986 portion of the Participant's Voluntary
                  Contribution Account" shall refer to voluntary contributions
                  made after December 31, 1986 and the accumulated income, gains
                  and losses thereon.

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 Code Section 414(p).

6.13     DIRECT ROLLOVER

                           (a)      Notwithstanding any provision of the Plan to
                  the contrary that would otherwise limit a distributee's
                  election under this Section, a distributes may elect, at the
                  time and in the manner prescribed by the Administrator, to
                  have any portion of an eligible rollover distribution 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 rollover distribution is any
                           distribution of all or any portion of the balance to
                           the credit of the distributee, except that an
                           eligible rollover distribution does not include: any
                           distribution that is one of a series of substantially
                           equal periodic payments (not less frequently than
                           annually) made for the life (or life expectancy) of
                           the distributee or the joint lives (or joint life
                           expectancies) of the distributee and the
                           distributee's designated beneficiary, or for a
                           specified period of ten years

                                       75

<PAGE>

                           or more; any distribution to the extent such
                           distribution is required under Code Section
                           401(a)(9); the portion of any other distribution that
                           is not includible in gross income (determined without
                           regard to the exclusion for net unrealized
                           appreciation with respect to employer securities);
                           any hardship distribution described in Code Section
                           401(k)(2)(B)(i)(IV); and any other distribution that
                           is reasonably expected to total less than $200 during
                           a year.

                           (2)      An eligible retirement plan is an individual
                           retirement account described in Code Section 408(a),
                           an individual retirement annuity described in Code
                           Section 408(b), an annuity plan described in Code
                           Section 403(a), or a qualified trust described in
                           Code Section 401(a), that accepts the distributee's
                           eligible rollover distribution. However, in the case
                           of an eligible rollover distribution to the surviving
                           spouse, an eligible retirement plan is an individual
                           retirement account or individual retirement annuity.

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

                           (4)      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 Employer shall have the right at any
                  time 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.

                                       76

<PAGE>

                           (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
                  "Section 411(d)(6) protected benefit" or adds or modifies
                  conditions relating to "Section 411(d)(6) 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. "Section 411(d)(6) protected
                  benefits" are benefits described in Code Section 411(d)(6)(A),
                  early retirement benefits and retirement-type subsidies, and
                  optional forms of benefit.

7.2      TERMINATION

                           (a)      The Employer shall have the right at any
                  time 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
                  Employer 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 Employer securities held in
                  the Participant's account at the time of distribution, in the
                  form of Employer securities, or through the purchase 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 "Section
                  411(d)(6) 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

                                       77

<PAGE>

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 "Section 411(d)(6) 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

                           (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).

                                       78
<PAGE>

                           (d)      Any loans granted or renewed shall be made
                  pursuant to a Participant loan program. The Participant loan
                  program is contained in Schedule 7.4, which is attached hereto
                  and hereby incorporated by reference and made a part of the
                  Plan.

                                  ARTICLE VIII
                                    TOP HEAVY

8.1      TOP HEAVY PLAN REQUIREMENTS

                  For any Top Heavy Plan Year, the Plan shall provide the
special vesting requirements of Code Section 416(b) pursuant to Section 6.4 of
the Plan and the special minimum allocation requirements of Code Section 416(c)
pursuant to Section 4.4 of the Plan.

8.2      DETERMINATION OF TOP HEAVY STATUS

                           (a)      This Plan shall be a Top Heavy Plan for any
                  Plan Year in which, as of the Determination Date,

                           (1)      the Present Value of Accrued Benefits of Key
                           Employees and (2) the sum of the Aggregate Accounts
                           of Key Employees under this Plan and all plans of an
                           Aggregation Group, exceeds sixty percent (60%) of the
                           Present Value of Accrued Benefits and the Aggregate
                           Accounts of all Key and Non-Key Employees under this
                           Plan and all plans of an Aggregation Group.

                                    If any Participant is a Non-Key Employee for
                  any Plan Year, but such Participant was a Key Employee for any
                  prior Plan Year, such Participant's Present Value of Accrued
                  Benefit and/or Aggregate Account balance shall not be taken
                  into account for purposes of determining whether this Plan is
                  a Top Heavy or Super Top Heavy Plan (or whether any
                  Aggregation Group which includes this Plan is a Top Heavy
                  Group). In addition, if a Participant or Former Participant
                  has not performed any services for any Employer maintaining
                  the Plan at any time during the five year period ending on the
                  Determination Date, any accrued benefit for such Participant
                  or Former Participant shall not be taken into account for the
                  purposes of determining whether this Plan is a Top Heavy or
                  Super Top Heavy Plan.

                           (b)      This Plan shall be a Super Top Heavy Plan
                  for any Plan Year in which, as of the Determination Date (1)
                  the Present Value of Accrued Benefits of Key Employees and (2)
                  the sum of the Aggregate Accounts of Key Employees

                                       79
<PAGE>

                  under this Plan and all plans of an Aggregation Group, exceeds
                  ninety percent (90%) of the Present Value of Accrued Benefits
                  and the Aggregate Accounts of all Key and Non-Key Employees
                  under this Plan and all plans of an Aggregation Group.

                           (c)      Aggregate Account: A Participant's Aggregate
                  Account as of the Determination Date is the sum of:

                           (1)      his Participant's Combined Account balance
                           as of the most recent valuation occurring within a
                           twelve (12) month period ending on the Determination
                           Date;

                           (2)      an adjustment for any contributions due as
                           of the Determination Date. Such adjustment shall be
                           the amount of any contributions actually made after
                           the Valuation Date but due on or before the
                           Determination Date, except for the first Plan Year
                           when such adjustment shall also reflect the amount of
                           any contributions made after the Determination Date
                           that are allocated as of a date in that first Plan
                           Year.

                           (3)      any Plan distributions made within the Plan
                           Year that includes the Determination Date or within
                           the four (4) preceding Plan Years. However, in the
                           case of distributions made after the Valuation Date
                           and prior to the Determination Date, such
                           distributions are not included as distributions for
                           top heavy purposes to the extent that such
                           distributions are already included in the
                           Participant's Aggregate Account balance as of the
                           Valuation Date. Notwithstanding anything herein to
                           the contrary, all distributions, including
                           distributions under a terminated plan which if it had
                           not been terminated would have been required to be
                           included in an Aggregation Group, will be counted.
                           Further, distributions from the Plan (including the
                           cash value of life insurance policies) of a
                           Participant's account balance because of death shall
                           be treated as a distribution for the purposes of this
                           paragraph.

                           (4)      any Employee contributions, whether
                           voluntary or mandatory. However, amounts attributable
                           to tax deductible qualified voluntary employee
                           contributions shall not be considered to be a part of
                           the Participant's Aggregate Account balance.

                           (5)      with respect to unrelated rollovers and
                           plan-to-plan transfers (ones which are both initiated
                           by the Employee and made from a plan maintained by
                           one employer to a plan maintained by another
                           employer), if this Plan provides the rollovers or
                           plan-to-plan transfers, it shall always

                                       80

<PAGE>

                           consider such rollovers or plan-to-plan transfers as
                           a distribution for the purposes of this Section. If
                           this Plan is the plan accepting such rollovers or
                           plan-to-plan transfers, it shall not consider such
                           rollovers or plan-to-plan transfers as part of the
                           Participant's Aggregate Account balance.

                           (6)      with respect to related rollovers and
                           plan-to-plan transfers (ones either not initiated by
                           the Employee or made to a plan maintained by the same
                           employer), if this Plan provides the rollover or
                           plan-to-plan transfer, it shall not be counted as a
                           distribution for purposes of this Section. If this
                           Plan is the plan accepting such rollover or
                           plan-to-plan transfer, it shall consider such
                           rollover or plan-to-plan transfer as part of the
                           Participant's Aggregate Account balance, irrespective
                           of the date on which such rollover or plan-to-plan
                           transfer is accepted.

                           (7)      For the purposes of determining whether two
                           employers are to be treated as the same employer in
                           (5) and (6) above, all employers aggregated under
                           Code Section 414(b), (c), (m) and (o) are treated as
                           the same employer.

                           (d)      "Aggregation Group" means either a Required
                  Aggregation Group or a Permissive Aggregation Group as
                  hereinafter determined.

                           (1)      Required Aggregation Group: In determining a
                           Required Aggregation Group hereunder, each plan of
                           the Employer in which a Key Employee is a participant
                           in the Plan Year containing the Determination Date or
                           any of the four preceding Plan Years, and each other
                           plan of the Employer which enables any plan in which
                           a Key Employee participates to meet the requirements
                           of Code Sections 401(a)(4) or 410, will be required
                           to be aggregated. Such group shall be known as a
                           Required Aggregation Group.

                           In the case of a Required Aggregation Group, each
                           plan in the group will be considered a Top Heavy Plan
                           if the Required Aggregation Group is a Top Heavy
                           Group. No plan in the Required Aggregation Group will
                           be considered a Top Heavy Plan if the Required
                           Aggregation Group is not a Top Heavy Group.

                           (2)      Permissive Aggregation Group: The Employer
                           may also include any other plan not required to be
                           included in the Required Aggregation Group, provided
                           the resulting group, taken as a whole, would continue
                           to satisfy the provisions of Code Sections 401(a)(4)
                           and 410. Such group shall be known as a Permissive
                           Aggregation Group.

                                       81

<PAGE>

                           In the case of a Permissive Aggregation Group, only a
                           plan that is part of the Required Aggregation Group
                           will be considered a Top Heavy Plan if the Permissive
                           Aggregation Group is a Top Heavy Group. No plan in
                           the Permissive Aggregation Group will be considered a
                           Top Heavy Plan if the Permissive Aggregation Group is
                           not a Top Heavy Group.

                           (3)      Only those plans of the Employer in which
                           the Determination Dates fall within the same calendar
                           year shall be aggregated in order to determine
                           whether such plans are Top Heavy Plans.

                           (4)      An Aggregation Group shall include any
                           terminated plan of the Employer if it was maintained
                           within the last five (5) years ending on the
                           Determination Date.

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

                           (f)      Present Value of Accrued Benefit: In the
                  case of a defined benefit plan, the Present Value of Accrued
                  Benefit for a Participant other than a Key Employee, shall be
                  as determined using the single accrual method used for all
                  plans of the Employer and Affiliated Employers, or if no such
                  single method exists, using a method which results in benefits
                  accruing not more rapidly than the slowest accrual rate
                  permitted under Code Section 411(b)(1)(C). The determination
                  of the Present Value of Accrued Benefit shall be determined as
                  of the most recent Valuation Date that falls within or ends
                  with the 12-month period ending on the Determination Date
                  except as provided in Code Section 416 and the Regulations
                  thereunder for the first and second plan years of a defined
                  benefit plan.

                           (g)      "Top Heavy Group" means an Aggregation Group
                  in which, as of the Determination Date, the sum of:

                           (1)      the Present Value of Accrued Benefits of Key
                           Employees under all defined benefit plans included in
                           the group, and

                           (2)      the Aggregate Accounts of Key Employees
                           under all defined contribution plans included in the
                           group, exceeds sixty percent (60%) of a similar sum
                           determined for all Participants.

                                       82

<PAGE>

                                   ARTICLE IX
                                  MISCELLANEOUS

9.1      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.

9.2      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, 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 Code Section
                  414(p), 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.

                                       83

<PAGE>

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

9.3      CONSTRUCTION OF PLAN

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

9.4      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.

9.5      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
Employer or the Administrator may be a party, and such claim, suit, or
proceeding is resolved in favor of the Trustee, 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.

9.6      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.

                                       84

<PAGE>

                           (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 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.

9.7      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
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by 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)(2)), 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 Employer.

9.8      EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

                  Neither 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.

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

                                       85

<PAGE>

9.10     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 and
the Employer, either 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 or Employer.

9.11     ACTION BY THE EMPLOYER

                  Whenever 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.

9.12     NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

                  The "named Fiduciaries" of this Plan are (1) the Employer, (2)
the Administrator and (3) 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 Employer shall have the
duties specified in Article II hereof, as the same may be allocated or delegated
thereunder, including but not limited to the responsibility for making the
contributions provided for under Section 4.1; 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 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 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

                                       86

<PAGE>

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.

                                       87

<PAGE>

9.13     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.

9.14     APPROVAL BY INTERNAL REVENUE SERVICE

                           (a)      Notwithstanding anything herein to the
                  contrary, contributions to this Plan are conditioned upon the
                  initial qualification of the Plan under Code Section 401. 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 the Secretary of the Treasury
                  may prescribe.

                           (b)      Notwithstanding any provisions to the
                  contrary, except Sections 3.5, 3.6, and 4.1(e), any
                  contribution by the Employer to the Trust Fund is conditioned
                  upon the deductibility of the contribution by the Employer
                  under the Code 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.

9.15     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 X
                             PARTICIPATING EMPLOYERS

10.1     ADOPTION BY OTHER EMPLOYERS

                  Notwithstanding anything herein to the contrary, with the
consent of the Employer 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 10.1.

                                       88

<PAGE>

10.2     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.

                           (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.

10.3     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 Employer 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.

10.4     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.

                                       89

<PAGE>

10.5     PARTICIPATING EMPLOYER CONTRIBUTION

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

10.6     AMENDMENT

                  Mylan Laboratories Inc. may amend this Plan at any time,
including any time when there shall be a Participating 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.

10.7     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
"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.

                                       90

<PAGE>

10.8     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.

10.9     TRANSITION FOR ELIMINATION OF OPTIONAL FORMS OF BENEFIT

                  The elimination of optional forms of benefit distribution
other than a lump-sum distribution provided for in Article VI is effective as to
the distribution of a Participant's Aggregate Account on the latest of the
following: (a) January 1, 2002, or (b) the earlier of (i) issuance of a
favorable determination letter by the Internal Revenue Service with respect to
this amended and restated Plan and 90 days following receipt by the Participant
of a summary of material modifications or a revised summary plan description
which describes the amendment eliminating all optional forms of benefit
distribution other than a lump-sum distribution, or (ii) January 1, 2003.

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

                                                    Mylan Laboratories Inc.

                                                    By _________________________

                                       91

<PAGE>

                                  SCHEDULE 7.4

                            PARTICIPANT LOAN PROGRAM

(1)      American Express Trust Company, as Trustee, 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.com. 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

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

                                       92

<PAGE>

         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.

(9)      Loans shall provide for repayment over a reasonable period of time.
         Loans shall provide for level amortization with payments to be made not
         less frequently than quarterly, and for hardship loans, 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 not exceed fifteen (15)

                                       93

<PAGE>

         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).

(10)     You must wait at least 90 days to take loan following payment in full
         of a prior loan.

(11)     Loans will be funded from a Participant's account in the following
         order: (i) rollover account with earnings, (ii) employee pre-tax
         contributions and earnings, (iii) after-tax contributions and earnings.
         Loans will be funded from the Participant's investments on a pro-rata
         basis.

                                       94

<PAGE>

                                  SCHEDULE 10.1

                             PARTICIPATING EMPLOYERS

1.       Mylan Pharmaceuticals Inc.

2.       Mylan Technologies, Inc., effective April 1, 2000

3.       UDL Laboratories, Inc., an Illinois corporation, effective April 1,
         2000

4.       UDL Laboratories, Inc., a Florida corporation, effective April 1, 2000

5.       Bertek Pharmaceuticals Inc., a Texas corporation, effective April 1,
         2000

6        Bertek Pharmaceuticals Inc., a Delaware corporation (operating in
         California), effective April 1, 2000

7.       Milan Holding Inc., effective January 2, 2001

<PAGE>

                                    EXHIBIT A

                                    AMENDMENT
                  MYLAN PROFIT SHARING 401(k) PLAN (THE "PLAN")

The Plan is amended to conform compensation definitions to legal requirements
related to qualified transportation fringe benefits under IRC Section 132(f)(4)
and to adopt an elective provision which allows inclusion of "deemed Code
Section 125 compensation," as provided in paragraphs 1 through 7, below. Except
as otherwise provided, the 132(f)(4) amendment shall be effective as of January
1, 2001 and the deemed Code Section 125 compensation amendment shall be
effective as of April 1, 2000.

The Plan is also amended to reflect certain provisions of the Economic Growth
and Tax Relief Reconciliation Act of 2001 ("EGTRRA") as provided in paragraphs 7
(which also includes transportation fringe benefit and "deemed Code Section 125
compensation" changes) though 28. These amendments are intended as good faith
compliance with the requirements of EGTRRA and are to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided, these
amendments shall be effective as of January 1, 2002.

1.       The first paragraph of Subsection 1.9(b), the definition of
"Compensation," is amended and restated to read as follows:

         (b)      including amounts which are contributed by the Employer
         pursuant to a salary reduction agreement and which are not includible
         in the gross income of the Participant under Code Sections 125,
         132(f)(4) [effective January 1, 2001], 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 purposes of
         this Section and Sections 1.26, 1.27, 1.28, 1.34, 1.36 and 4.2, amounts
         under Code Section 125 include any amounts not available to a
         participant in cash in lieu of group health coverage because the
         participant is unable to certify that he or she has other health
         coverage. An amount will be treated as an amount under Code Section 125
         only if the Employer does not request or collect information regarding
         the participant's other health coverage as part of the enrollment
         process for the health plan.

2.       The third paragraph of Section 1.26, the definition of "415
Compensation" is amended and restated to read as follows:

                  For purposes of this Section, for Plan Years beginning after
         December 31, 1997, the determination of "415 Compensation" shall
         include any elective deferral (as defined in Code Section 402(g)(3)),
         and any amount which is contributed or deferred by the Employer at the
         election of the Participant and which is not includible in the gross
         income of the Participant by reason of Code Sections 125 or 457 and for
         Plan Years beginning after December 31, 2000, it shall also include any
         amount which is not includible in the gross income of the Participant
         by reason of Code Section 132(f)(4). An amount will be treated as an
         amount under Code Section 125 to the extent provided in Section 1.9(b).

<PAGE>

         3.       The second paragraph of Section 1.27, the definition of
"414(s) Compensation," is amended and restated to read as follows:

         For purposes of this Section, the determination of "414(s)
         Compensation" shall be made by excluding amounts which are contributed
         by the Employer pursuant to a salary reduction agreement and which are
         not includible in the gross income of the Participant under Code
         Sections 125, 132(f)(4) [effective January 1, 2001], 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. An
         amount will be treated as an amount under Code Section 125 to the
         extent provided in Section 1.9(b).

4.       The second to last paragraph of Section 1.28, the definition of "Highly
Compensated Employee," is amended and restated to read as follows:

         For purposes of this Section, the determination of "415 Compensation"
         shall be made by including amounts which are contributed by the
         Employer pursuant to a salary reduction agreement and which are not
         includible in the gross income of the Participant under Code Sections
         125, 132(f)(4) [effective January 1, 2001], 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. An amount will be
         treated as an amount under Code Section 125 to the extent provided in
         Section 1.9(b). Additionally, the dollar threshold amount specified in
         (b) above shall be adjusted at such time and in the same manner as
         under Code Section 415(d), except that the base period shall be the
         calendar quarter ending September 30, 1996. In the case of such an
         adjustment, the dollar limit which shall be applied is the limit for
         the calendar year in which the "look-back year" begins.

5.       The last paragraph of Section 1.34, the definition of "Key Employee,"
is amended and restated to read as follows:

         For purposes of this Section, the determination of "415 Compensation"
         shall be made by including amounts which are contributed by the
         Employer pursuant to a salary reduction agreement and which are not
         includible in the gross income of the Participant under Code Sections
         125, 132(f)(4) [effective January 1, 2001], 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. An amount will be
         treated as an amount under Code Section 125 to the extent provided in
         Section 1.9(b).

6.       Paragraph (1) of Subsection 1.36(a), part of the definition of "Leased
Employee," is amended and restated to read as follows:

         (1)      a non-integrated employer contribution rate of at least 10% of
         compensation, as defined in Code Section 415(c)(3), but including
         amounts which are contributed by the Employer pursuant to a salary
         reduction agreement and which are not includible in the gross income of
         the Participant under Code Sections 125, 132(f)(4) [effective January
         1, 2001], 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. An amount will be treated as an amount under
         Code Section 125 to the extent provided in Section 1.9(b).

<PAGE>

7.       Subsection (a) of Section 4.2 is amended and restated to read as
follows:

                  (a)      Each Participant may elect to defer from 1% to 50% 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. For purposes of this Section, Compensation shall be
         determined as provided in Section 1.9(b) prior to any reductions made
         pursuant to Code Sections 125, 132(f)(4) [effective January 1, 2001],
         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. An amount will be treated as an amount under Code
         Section 125 to the extent provided in Section 1.9(b).

                  In addition, all Participants who are eligible to make
         elective deferrals under this Plan and who have attained age 50 before
         the close of the Plan Year shall be eligible to make catch-up
         contributions in accordance with, and subject to the limitations of,
         Code Section 414(v). The catch-up contributions shall not be taken into
         account for purposes of the provisions of the Plan implementing the
         required limitations of Code Sections 402(g) and 415. The Plan shall
         not be treated as failing to satisfy the provisions of the Plan
         implementing the requirements of Code Section 401(k)(3), 401(k)(11),
         401(k)(12), 410(b), or 416, as applicable, by reason of the making of
         the catch-up contributions.

                  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.

8.       The third paragraph of Subsection 6.4(a) is amended by the addition at
the end thereof of the following new sentence:

         Effective for distributions made after December 31, 2001, rollover
         contributions and any earnings thereon will be excluded in determining
         the value of the participant's nonforfeitable account balance for
         purposes of the plan's involuntary cash-out rules.

9.       Subsection 6.5(b) is amended by the addition of a new second sentence
to read as follows:

         Effective for distributions made after December 31, 2001, rollover
         contributions and any earnings thereon will be excluded in determining
         the value of the participant's nonforfeitable account balance for
         purposes of the plan's involuntary cash-out rules.

10.      Subsection 4.9(c) is amended and restated to read as follows:

         (c)      For purposes of applying the limitations of Code Section 415,
         the transfer of funds from one qualified plan to another is not an
         "annual addition." In addition, the following are not Employee
         contributions for the purposes of Section 4.9(b)(2): (1) rollover
         contributions (as defined in Code Sections 402(c), 403(a)(4), 403(b)(8)
         and 408(d)(3) and 457(e)(16)); (2) repayments of loans made to a
         Participant from the Plan; (3) repayments of distributions received by
         an Employee pursuant to Code Section

<PAGE>

         411(a)(7)(B) (cash-outs); (4) repayments of distributions received by
         an Employee pursuant to Code Section 411(a)(3)(D) (mandatory
         contributions); and (5) Employee contributions to a simplified employee
         pension excludable from gross income under Code Section 408(k)(6).

11.      Subsection 4.2(e) is amended and restated to read as follows:

         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 Regulation 1.401(k)-1(d)(2)(iv)(B) 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 six (6) months following the receipt
         of the hardship distribution for distributions made after 2001, twelve
         (12) months following the receipt of the hardship distribution for
         distributions made before 2001 and for hardship distributions made
         during 2001, the later of January 1, 2002, or six (6) months following
         the receipt of the distribution.

12.      Subsection 6.11(b)(4) is eliminated and Subsection 6.11(b)(4) is
amended and restated to read as follows:

         (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 six (6) months
         after receipt of the hardship distribution [twelve (12) months before
         January 1, 2001 and the later of January 1, 2002, or six (6) months
         following the receipt of the distribution for distributions made during
         2001] 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 six (6) months after receipt of the hardship
         distribution [twelve (12) months before January 1, 2001 and the later
         of January 1, 2002, or six (6) months following the receipt of the
         distribution for distributions made during 2001].

13.      Subsection 4.9(a) is amended and restated to read as follows:

         (a)      For limitation years beginning after December 31, 2001,
         notwithstanding the foregoing, the maximum "annual additions" credited
         to a Participant's accounts for any "limitation year" shall equal the
         lesser of: (1) $40,000 adjusted annually as provided in Code Section
         415(d) pursuant to the Regulations, or (2) one hundred percent (100%)
         of the Participant's "415 Compensation" for such "limitation year." For
         any short "limitation year," the dollar limitation in (1) above shall
         be reduced by a fraction, the numerator of which is the number of full
         months in the short "limitation year" and the denominator of which is
         twelve (12).

<PAGE>

14.      Paragraphs (1) and (2) of Subsection 6.13(b) are amended and restated
to read as follows:

         (1)      An eligible rollover distribution is any distribution of all
         or any portion of the balance to the credit of the distributee, except
         that an eligible rollover distribution does not include: any
         distribution that is one of a series of substantially equal periodic
         payments (not less frequently than annually) made for the life (or life
         expectancy) of the distributee or the joint lives (or joint life
         expectancies) of the distributee and the distributee's designated
         beneficiary, or for a specified period of ten years or more; any
         distribution to the extent such distribution is required under Code
         Section 401(a)(9); the portion of any other distribution that is not
         includible in gross income (determined without regard to the exclusion
         for net unrealized appreciation with respect to employer securities);
         any hardship distribution described in Code Section
         401(k)(2)(B)(i)(IV); and any other distribution that is reasonably
         expected to total less than $200 during a year. A portion of a
         distribution shall not fail to be an eligible rollover distribution
         merely because the portion consists of after-tax employee contributions
         that are not includible in gross income. However, that portion may be
         transferred only to an individual retirement account or annuity
         described in Code Section 408(a) or (b), or to a qualified defined
         contribution plan described in Code Section 401(a) or 403(a) that
         agrees to separately account for amounts so transferred, including
         separately accounting for the portion of the distribution that is
         includible in gross income and the portion of the distribution that is
         not so includible.

         (2)      An eligible retirement plan is an individual retirement
         account described in Code Section 408(a), an individual retirement
         annuity described in Code Section 408(b), an annuity plan described in
         Code Section 403(a), an annuity contract described in Code Section
         403(b), an eligible plan under Code Section 457(b) which is maintained
         by a state, political subdivision of a state, or any agency or
         instrumentality of a state or political subdivision of a state and
         which agrees to separately account for amounts transferred to that plan
         from this plan, or a qualified trust described in Code Section 401(a),
         that accepts the distributee's eligible rollover distribution. The
         definition of eligible retirement plan shall also apply in the case of
         a distribution to a surviving spouse, or to a spouse or former spouse
         who is the alternate payee under a qualified domestic relation order,
         as defined in Code section 414(p).

15.      The fifth paragraph of Subsection 1.9(b), that begins with
"Compensation in excess of $150,000," is amended and restated as follows:

         Compensation in excess of $200,000 shall be disregarded. Such amount
         shall be adjusted for increases in the cost of living in accordance
         with Code Section 401(a)(17), except that the dollar increase in effect
         on January 1 of any calendar year shall be effective for the Plan Year
         beginning with or within such calendar year. For any short Plan Year
         the Compensation limit shall be an amount equal to the Compensation
         limit for the calendar year in which the Plan Year begins multiplied by
         the ratio obtained by dividing the number of full months in the short
         Plan Year by twelve (12).

<PAGE>

16.      The third paragraph of Section 1.27

         "414(s)Compensation" in excess of $200,000 shall be disregarded. Such
         amount shall be adjusted for increases in the cost of living in
         accordance with Code Section 401(a)(17), except that the dollar
         increase in effect on January 1 of any calendar year shall be effective
         for the Plan Year beginning with or within such calendar year. For any
         short Plan Year the "414(s) Compensation" limit shall be an amount
         equal to the "414(s) Compensation" limit for the calendar year in which
         the Plan Year begins multiplied by the ratio obtained by dividing the
         number of full months in the short Plan Year by twelve (12).

17.      Subsection 4.4(j) is amended and restated to read as follows:

         (j)      For the purposes of this Section, "415 Compensation" shall be
         limited to $200,000. Such amount shall be adjusted for increases in the
         cost of living in accordance with Code Section 401(a)(17), except that
         the dollar increase in effect on January 1 of any calendar year shall
         be effective for the Plan Year beginning with or within such calendar
         year. For any short Plan Year the "415 Compensation" limit shall be an
         amount equal to the "415 Compensation" limit for the calendar year in
         which the Plan Year begins multiplied by the ratio obtained by dividing
         the number of full months in the short Plan Year by twelve (12).

18.      The first paragraph and Paragraph (a) of Section 1.34, the definition
of "Key Employee", are amended and restated to read as follows:

         1.34     "Key Employee" means an Employee as defined in Code Section
         416(i) and the Regulations thereunder. Generally, any Employee or
         former Employee (as well as each of his Beneficiaries) is considered a
         Key Employee if he, at any time during the Plan Year that contains the
         "Determination Date" has been included in one of the following
         categories:

         (a)      an officer of the Employer (as that term is defined within the
         meaning of the Regulations under Code Section 416) having annual
         compensation greater than $130,000 (as adjusted under Code Section
         416(i)(1) for Plan Years beginning after December 31, 2002).

19.      Paragraph (b) of Section 1.34, the definition of "Key Employee", is
eliminated and Paragraphs (c) and (d) are renumbered as (b) and (c),
respectively.

20.      Subsection 4.11(a) is amended by the addition of the following new
second sentence:

         The Administrator shall determine the acceptable sources of rollovers,
         e.g., from regular IRAs, in a uniform and nondiscriminatory manner.

<PAGE>

21.      Subsection 4.11(a) is amended by the addition of a new paragraph at the
end thereof to read as follows:

         In addition to the rollovers provided for in the preceding paragraph,
         effective January 1, 2002, the Administrator may accept rollover
         contributions that include rollovers from individual retirement
         accounts that are not conduit accounts for qualified plan assets and
         from Code Section 457 plans and 403(b) annuities. The Administrator,
         operationally and on a nondiscriminatory basis, may limit the type of
         rollover contributions that may be accepted by the Plan, including
         exclusions for certain sources of rollovers and for rollovers including
         any after-tax contributions.

22.      The second paragraph of Paragraph 8.2(a)(1) is amended and restated to
read as follows:

         If any Participant is a Non-Key Employee for any Plan Year, but such
         Participant was a Key Employee for any prior Plan Year, such
         Participant's Present Value of Accrued Benefit and/or Aggregate Account
         balance shall not be taken into account for purposes of determining
         whether this Plan is a Top Heavy or Super Top Heavy Plan (or whether
         any Aggregation Group which includes this Plan is a Top Heavy Group).
         In addition, if a Participant or Former Participant has not performed
         any services for any Employer maintaining the Plan at any time during
         the one-year period ending on the Determination Date, any accrued
         benefit for such Participant or Former Participant shall not be taken
         into account for the purposes of determining whether this Plan is a Top
         Heavy or Super Top Heavy Plan.

23.      Paragraph (3) of Subsection 8.2(c) is amended and restated to read as
follows:

         (3)      any Plan distributions made within the one-year period
         (five-year period in the case of a distribution made for a reason other
         than separation from service, death, or disability) ending on the
         Determination Date. However, in the case of distributions made after
         the Valuation Date and prior to the Determination Date, such
         distributions are not included as distributions for top heavy purposes
         to the extent that such distributions are already included in the
         Participant's Aggregate Account balance as of the Valuation Date.
         Notwithstanding anything herein to the contrary, all distributions,
         including distributions under a terminated plan which if it had not
         been terminated would have been required to be included in an
         Aggregation Group, will be counted. Further, distributions from the
         Plan (including the cash value of life insurance policies) of a
         Participant's account balance because of death shall be treated as a
         distribution for the purposes of this paragraph.

24.      The last sentence of the first paragraph of Subsection 4.4(g) is
amended and restated to read as follows:

         However, in determining whether a Non-Key Employee has received the
         required minimum allocation, such Non-Key Employee's Deferred
         Compensation needed to satisfy the "Actual Deferral Percentage" tests
         pursuant to Section 4.5(a) shall not be taken into account.

25.      Section 8.1 is amended and restated to read as follows:

         Except as limited in this Section, for any Top Heavy Plan Year, the
         Plan shall provide the special vesting requirements of Code Section
         416(b) pursuant to Section 6.4 of the Plan

<PAGE>

         and the special minimum allocation requirements of Code Section 416(c)
         pursuant to Section 4.4 of the Plan. However, these top-heavy
         requirements shall not apply in any year beginning after December 31,
         2001, in which the Plan consists solely of a cash or deferred
         arrangement which meets the requirements of Code Section 401(k)(12) and
         matching contributions with respect to which the requirements of Code
         Section 401(m)(11) are met.

26.      Paragraph (2) of Subsections 4.5(a) and 4.7(a) are amended and restated
to eliminate the application of and references to the multiple use test
described in Regulation Section 1.401(m)-2, for Plan Years beginning after
December 31, 2001.

27.      Subsection 6.10(a) is amended by the addition at the end thereof of the
following new paragraph:

         Notwithstanding the preceding paragraphs of this Subsection, this
         paragraph shall apply for distributions and transactions made after
         December 31, 2001, regardless of when the severance of employment
         occurred. A participant's elective deferrals, qualified nonelective
         contributions, qualified matching contributions, and earnings
         attributable to these contributions shall be distributed on account of
         the participant's severance from employment. However, such a
         distribution shall be subject to the other provisions of the plan
         regarding distributions, other than provisions that require a
         separation from service before such amounts may be distributed.

28.      Subsection 4.2(c) is amended by the addition thereto of a new Paragraph
(7) and appropriate changes in Paragraphs (5) and (6) to read as follows:

         (5)      the date of disposition by the Employer or an Affiliated
         Employer who maintains the Plan of its interest in a subsidiary (within
         the meaning of Code Section 409(d)(3)) to an entity which is not an
         Affiliated Employer but only with respect to a Participant who
         continues employment with such subsidiary;

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

         (7)      except as provided in Subsection 6.10(a).