<PAGE>   1
                                                                    EXHIBIT 10.9








                            FIRST RESTATEMENT OF THE

                           U.S. ROBOTICS CORPORATION

                         401(K) RETIREMENT SAVINGS PLAN

                       (Restated Effective April 1, 1996)


<PAGE>   2


                               TABLE OF CONTENTS

                                                                            Page


<TABLE>
  <S>                                                                      <C>
  INTRODUCTION                                                               1
  ARTICLE 1 - DEFINITIONS                                                    2
    1.1.  ACCOUNT(S)                                                         2
    1.2.  ACCOUNT BALANCE(S)                                                 2
    1.3.  AFFILIATE                                                          2
    1.4.  ANNUITY STARTING DATE                                              2
    1.5.  APPROVED ABSENCE                                                   2
    1.6.  BENEFICIARY                                                        2
    1.7.  BOARD                                                              2
    1.8.  BREAK IN SERVICE                                                   2
    1.9.  CODE                                                               2
    1.10. COMPANY                                                            2
    1.11. COMPANY CONTRIBUTION ACCOUNT                                       2
    1.12. COMPANY CONTRIBUTIONS                                              3
    1.13. COMPENSATION                                                       3
    1.14. DATE OF EMPLOYMENT OR REEMPLOYMENT                                 3
    1.15. EFFECTIVE DATE                                                     3
    1.16. EMPLOYEE                                                           3
    1.17. EMPLOYEE SALARY REDUCTION CONTRIBUTION ACCOUNT                     3
    1.18. EMPLOYEE SALARY REDUCTION CONTRIBUTIONS                            3
    1.19. ENTRY DATE                                                         3
    1.20. ERISA                                                              3
    1.21. FORFEITURE                                                         3
    1.22. HIGHLY COMPENSATED EMPLOYEE                                        3
    1.23. HOUR OF SERVICE                                                    4

</TABLE>


                                      i

<PAGE>   3


<TABLE>
<S>                                                                        <C>
    1.24. INVESTMENT MANAGER                                                 5
    1.25. LIMITATION YEAR                                                    5
    1.26. MATCHING CONTRIBUTION ACCOUNT                                      5
    1.27. MATCHING CONTRIBUTIONS                                             5
    1.28. NORMAL RETIREMENT AGE                                              5
    1.29. PARTICIPANT                                                        5
    1.30. PARTICIPATING EMPLOYER                                             5
    1.31. PLAN                                                               5
    1.32. PLAN ADMINISTRATOR                                                 5
    1.33. PLAN YEAR                                                          6
    1.34. PRIOR PLAN                                                         6
    1.35. ROLLOVER ACCOUNT                                                   6
    1.36. ROLLOVER CONTRIBUTIONS                                             6
    1.37. TOTAL AND PERMANENT DISABILITY                                     6
    1.38. TRUST AGREEMENT AND TRUST                                          6
    1.39. TRUST FUND                                                         6
    1.40. TRUSTEE                                                            6
    1.41. VALUATION DATE                                                     6
    1.42. VESTED INTEREST                                                    6
    1.43. YEAR OF VESTING SERVICE                                            6
  ARTICLE 2 - ELIGIBILITY AND PARTICIPATION                                  7
    2.1.  ELIGIBILITY                                                        7
    2.2.  TERMINATION AND REEMPLOYMENT                                       7
  ARTICLE 3 - CONTRIBUTIONS                                                  8
    3.1.  COMPANY CONTRIBUTIONS                                              8
    3.2.  EMPLOYEE SALARY REDUCTION CONTRIBUTIONS                            8
    3.3.  MATCHING CONTRIBUTIONS                                            10
    3.4.  NONDISCRIMINATION TEST FOR MATCHING CONTRIBUTIONS                 11

</TABLE>


                                      ii



<PAGE>   4

<TABLE>
<S>                                                                       <C>
    3.5. SPECIAL COMPANY CONTRIBUTIONS                                      12
    3.6. ROLLOVERS                                                          12
    3.7. TRANSFERS OF ASSETS TO THE PLAN                                    13
  ARTICLE 4  ALLOCATIONS, ACCOUNTING, AND ADJUSTMENTS                       13
    4.1  COMPOSITION OF TRUST FUND                                          14
    4.2  ALLOCATION OF EARNINGS TO ACCOUNTS                                 14
    4.3  ELIGIBILITY FOR ALLOCATION OF COMPANY CONTRIBUTIONS AND            15
    4.4  MAXIMUM ANNUAL ADDITIONS                                           15
    4.5  PARTICIPATION IN DEFINED BENEFIT PLAN                              16
    4.6  ALLOCATION OF COMPANY CONTRIBUTIONS                                17
  ARTICLE 5 - VESTING                                                       17
    5.1  PARTICIPANT CONTRIBUTIONS                                          17
    5.2  COMPANY AND MATCHING CONTRIBUTION ACCOUNTS                         17
    5.3  TERMINATION OF EMPLOYMENT                                          17
  ARTICLE 6 - TIME AND METHOD OF PAYMENT                                    19
    6.1  MANNER OF PAYMENT - EMPLOYEES OF CERTAIN PARTICIPATING EMPLOYERS   19
    6.2  OPTIONAL FORMS OF PAYMENT FOR SECTION 6.1(A) DESIGNATED EMPLOYEES  20
    6.3  DEATH BENEFITS                                                     21
    6.4  NORMAL FORM OF PAYMENT FOR EMPLOYEES                               23
    6.5  TIME OF PAYMENT                                                    24
    6.6  DISTRIBUTION OF UNALLOCATED CONTRIBUTIONS                          25
    6.7  CERTAIN RETROACTIVE PAYMENTS                                       25
    6.8  BENEFICIARY                                                        25
    6.9  ADMINISTRATIVE POWERS RELATING TO PAYMENTS                         26
    6.10 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN                     26
  ARTICLE 7 - WITHDRAWALS                                                   26
    7.1  AVAILABILITY OF LOANS                                              26

</TABLE>

                                     iii



<PAGE>   5

<TABLE>
<S>                                                                       <C>
    7.2  HARDSHIP WITHDRAWALS                                               30
    7.3  OTHER WITHDRAWALS                                                  32
  ARTICLE 8- MANAGEMENT OF FUNDS                                            32
    8.1  TRUSTEE AND TRUST AGREEMENT                                        33
    8.2  ASSETS OF THE TRUST FUND                                           33
    8.3  TRUST CONTRIBUTIONS                                                33
    8.4  DIRECTED INVESTMENT ACCOUNTS                                       33
  ARTICLE 9 - ADMINISTRATION OF PLAN                                        34
    9.1  PLAN ADMINISTRATOR                                                 35
    9.2  RIGHTS, POWERS AND DUTIES OF PLAN ADMINISTRATOR                    35
    9.3  EXERCISE OF PLAN ADMINISTRATOR'S DUTIES                            36
    9.4  INDEMNIFICATION OF FIDUCIARIES                                     36
    9.5  COMPENSATION                                                       36
    9.6  EXPENSES                                                           37
  ARTICLE 10 - CLAIMS PROCEDURES                                            37
    10.1  CLAIMS REVIEW                                                     37
    10.2  APPEALS PROCEDURE                                                 37
  ARTICLE XI - AMENDMENT AND TERMINATION                                    38
    11.1 TERMINATION                                                        38
    11.2 RIGHT TO AMEND, MODIFY, CHANGE OR REVISE PLAN                      38
    11.3 MERGER AND CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS          39
  ARTICLE XII - TOP-HEAVY PROVISIONS                                        40
    12.1 DEFINITIONS                                                        40
    12.2 SPECIAL CODE SECTION 415 LIMITATIONS                               42
    12.3 MISCELLANEOUS                                                      42
    12.4 MINIMUM ALLOCATION REQUIREMENTS                                    42

</TABLE>

                                      iv



<PAGE>   6

<TABLE>
<S>                                                                       <C>
  ARTICLE XIII - PARTICIPATING EMPLOYERS                                    43
    13.1 ADOPTION BY OTHER EMPLOYERS                                        43
    13.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS                            43
    13.3 DESIGNATION OF AGENT                                               43
    13.4 EMPLOYEE TRANSFERS                                                 44
    13.5 PARTICIPATING EMPLOYERS CONTRIBUTION                               44
    13.6 AMENDMENT                                                          44
    13.7 DISCONTINUANCE OF PARTICIPATION                                    44
    13.8 PLAN ADMINISTRATOR'S AUTHORITY                                     44
  ARTICLE XIV - MISCELLANEOUS                                               45
    14.1 NO CONTRACT OF EMPLOYMENT                                          45
    14.2 RESTRICTIONS UPON ASSIGNMENTS AND CREDITORS' CLAIMS                45
    14.3 RESTRICTION OF CLAIMS AGAINST TRUST                                45
    14.4 BENEFITS PAYABLE BY TRUST                                          46
    14.5 SAVINGS CLAUSE                                                     46
    14.6 SUCCESSOR TO COMPANY                                               46
    14.7 APPLICABLE LAW                                                     46
    14.8 DATA                                                               46
    14.9 INTERNAL REVENUE SERVICE APPROVAL                                  46
</TABLE>

1.

                                      v





<PAGE>   7


                               FIRST RESTATEMENT
                        OF THE U.S. ROBOTICS CORPORATION
                         401(K) RETIREMENT SAVINGS PLAN


                                  INTRODUCTION


     U.S. Robotics Corporation, a Delaware corporation, has amended and
restated, effective April 1, 1996, the profit sharing and savings plan for its
eligible Employees known as the First Restatement of the U.S. Robotics
Corporation 401(k) Retirement Savings Plan (the "Plan").  The Plan constitutes
a continuation and restatement of the U.S. Robotics, Inc. Employees' Retirement
Investment Plan (the "Prior Plan"), which was effective January 1, 1989.

     The Plan has been restated as a result of a reorganization effected
February 22, 1995, whereby, pursuant to such reorganization, U.S. Robotics,
Inc., the former Plan sponsor, which now is known as U.S. Robotics Access
Corp., became a wholly-owned subsidiary of the Company.  As part of this
corporate reorganization, the Plan has been restated in order to (i) designate
the Company as the Plan sponsor; (ii) make certain design changes in the Plan;
(iii) permit certain wholly-owned subsidiaries of the Company to become
Participating Employers into the Plan; and (iv) reflect the merger into the
Plan of those plans previously maintained by Participating Employers and other
entities that have merged into U.S. Robotics Access Corp.

     The amendment and restatement of the Prior Plan shall not in any way
affect the rights of the Employees who participated in accordance with the
provisions of the Prior Plan or the plans that were merged into the Plan.  All
matters relating to the benefits, if any, payable to such Employees (or their
Beneficiaries), based upon events occurring prior to April 1, 1996, shall be
determined in accordance with the applicable provisions of the Prior Plan (or
the plans of the Participating Employers or other entities that have merged
into U.S. Robotics Access Corp.), to the extent that there are any
inconsistencies between the Plan and the Prior Plan (or the plans of the
Participating Employers or other entities that have merged into U.S. Robotics
Access Corp.).


                                       1




<PAGE>   8


                                    ARTICLE
                                       1.

                                  DEFINITIONS

Whenever used herein with the initial letter capitalized, words and phrases
shall have the meanings stated below unless a different meaning is plainly
required by the context.  For purposes of construction of this Plan, the
masculine term shall include the feminine and the singular shall include the
plural in all cases in which they could thus be applied, unless the context
clearly indicates the gender or the number.

1.1  ACCOUNT(S) means the Employee Salary Reduction Contribution Account, the
     Company Contribution Account, the Matching Contribution Account, and the
     Rollover Account, any or all of which may be maintained for the benefit of
     each Participant.

1.2  ACCOUNT BALANCE(S) means, for each Participant, the total balance
     standing to his Account or Accounts on the date of reference determined in
     accordance with valuation procedures described in Sections 4.2 and 8.4.

1.3  AFFILIATE means any corporation or other business entity that is included
     in a controlled group of corporations within which a Company is also
     included, as provided in Section 414(b) of the Code (as modified, for
     purposes of Sections 4.4 and 4.5 of the Plan, by Section 415(h) of the
     Code); or which is a trade or business under common control with a
     Company, as provided in Section 414(c) of the Code (as modified, for
     purposes of Sections 4.4 and 4.5 of the Plan, by Section 415(h) of the
     Code); or which constitutes a member of an affiliated service group within
     which a Company is also included, as provided in Section 414(m) of the
     Code; or which is required to be aggregated with a Company pursuant to
     regulations issued under Section 414(o) of the Code.

1.4  ANNUITY STARTING DATE means the first day of the first period for which
     an amount is payable as an annuity or in any other form.

1.5  APPROVED ABSENCE means an absence from work approved by a Company under
     uniform rules and conditions for all Employees.

1.6  BENEFICIARY means the person, persons or entity designated by a
     Participant to receive any benefits under the Plan which may be due upon
     the Participant's death.

1.7  BOARD means the Board of Directors of the Company.

1.8  BREAK IN SERVICE means any twelve (12) consecutive month period beginning
     on an Employee's Date of Employment, and succeeding anniversaries thereof,
     in which an Employee completes five hundred (500) or fewer Hours of
     Service.

1.9  CODE means the Internal Revenue Code of 1986, as amended from time to
     time.

1.10 COMPANY means U.S. Robotics Corporation, a Delaware corporation; any
     Participating Employer that, with the consent of U.S. Robotics
     Corporation, shall adopt this Plan; and any successor that shall maintain
     this Plan.  Where, in the context of the Plan, Company refers to a single
     entity, Company means U.S. Robotics Corporation.  Effective April 1, 1996,
     the following companies shall be Participating Employers in the Plan:
     U.S. Robotics Access Corp., U.S. Robotics Mobile Communications Corp. and
     Palm Computing, Inc.


                                      2
<PAGE>   9


1.11 COMPANY CONTRIBUTION ACCOUNT means the separate Account that shall be
     maintained by the Trustee for each Participant to reflect all Company
     Contributions made on behalf of such Participant and any earnings or
     losses thereon.

1.12 COMPANY CONTRIBUTIONS means the amount a Company may pay to the Trust on
     behalf of each Participant for each Plan Year, as set forth in Section 3.1
     of the Plan.

1.13 COMPENSATION means the total compensation paid to an Employee by a
     Company in a Plan Year as reported on an Employee's Form W-2 for income
     tax withholding purposes, plus an Employee's Employee Salary Reduction
     Contributions under the Plan and any salary reduction contributions made
     on behalf of an Employee to a plan maintained under Code Section 125, and
     reduced by any amounts recognized as taxable compensation to an Employee
     under Section 83 of the Code.  If an Employee becomes a Participant during
     a Plan Year, his Compensation in such Plan Year for purposes of
     determining the amount of the Company Contributions contributed on his
     behalf shall be his Compensation for the full Plan Year.  Compensation in
     excess of one hundred fifty thousand dollars ($150,000) (or such other
     amount as may be established by the Secretary of the Treasury) shall be
     disregarded.  In determining Compensation, the rules of Section 414(q)(6)
     of the Code shall apply, except in applying such rules, the term "family"
     shall include only the spouse of the Employee and any lineal descendants
     of the Employee who have not attained age nineteen (19) before the close
     of the Plan Year.  If, as a result of the application of such rules, the
     one hundred fifty thousand dollar ($150,000) limitation is exceeded, then
     the limitation shall be prorated among the affected individuals in
     proportion to each such individual's Compensation as determined under this
     Section 1.13 prior to the application of this limitation.

1.14 DATE OF EMPLOYMENT OR REEMPLOYMENT means the first day an Employee
     performs an Hour of Service.

1.15 EFFECTIVE DATE means April 1, 1996 (except as otherwise set forth
     herein), the effective date of this amended and restated Plan.

1.16 EMPLOYEE means a person employed by a Company, including any leased
     employees, as defined under Section 414(n) of the Code, but excluding any
     independent contractors not considered to be leased employees under
     Section 414(n) of the Code.

1.17 EMPLOYEE SALARY REDUCTION CONTRIBUTION ACCOUNT means the separate Account
     maintained for each Participant to reflect Employee Salary Reduction
     Contributions and any earnings or losses thereon.

1.18 EMPLOYEE SALARY REDUCTION CONTRIBUTIONS means the contributions made by a
     Company that are attributable to the reduction in Compensation a
     Participant agrees to accept from his Company each Plan Year as described
     in Section 3.2.

1.19 ENTRY DATE means, prior to April 1, 1996, the date upon which the
     Participant fulfills the eligibility requirements of the Prior Plan or any
     plan of a Participating Employer in which the Participant then
     participated, and, after March 31, 1996, the first day of the calendar
     month coincident with or next following the date the Participant fulfills
     the eligibility requirements of Section 2.1.

1.20 ERISA means the Employee Retirement Income Security Act of 1974, as
     amended from time to time.



                                      3

<PAGE>   10

1.21  FORFEITURE means the portion of a Participant's Matching Contribution
      Account and Company Contribution Account to which he is not entitled at
      his termination of employment, as determined under Section 5.3.

1.22  HIGHLY COMPENSATED EMPLOYEE means any Employee who during a Plan Year
      performs services for a Company and any Affiliate and who:

      (a)  Was at any time a five percent (5%) owner of a Company
           (within the meaning of Section 416(i)(1) of the Code);

      (b)  Received Compensation from a Company and any Affiliate for
           the Plan Year in excess of seventy-five thousand dollars ($75,000)
           (or such other amount as determined under Section 414(q) of the
           Code);

      (c)  Received Compensation from a Company and any Affiliate for
           the Plan Year in excess of fifty thousand dollars ($50,000) (or such
           other amount as determined under Section 414(q) of the Code) and was
           in the top twenty percent (20%) of the group of employees determined
           under Section 414(q)(8) of the Code when ranked on the basis of
           Compensation in such Plan Year; or

      (d)  Was at any time an officer of a Company or any Affiliate and
           received Compensation from a Company and any Affiliate for the Plan
           Year in excess of fifty percent (50%) of the amount in effect under
           Section 415(b)(1)(A) of the Code for such Plan Year.  For purposes
           of this Section 1.22, in the event that no officer of a Company or
           any Affiliate received Compensation from a Company or any Affiliate
           in excess of fifty percent (50%) of the amount in effect under
           Section 415(b)(1)(A) of the Code for such Plan Year, the highest
           paid officer shall be treated as highly compensated.  Further, no
           more than fifty (50) Employees or, if less, the greater of three (3)
           Employees or ten percent (10%) of the Employees shall be treated as
           officers for purposes of this Section 1.22 in determining a Highly
           Compensated Employee.

      If any individual is the spouse, lineal ascendant, lineal descendant
      or spouse of a lineal ascendant or descendant of a five percent (5%)
      owner (whether active or former) or of a Highly Compensated Employee in
      the group consisting of the ten (10) Highly Compensated Employees paid
      the greatest Compensation during the year, then such individual shall not
      be treated as a separate Employee, and any Compensation paid to such
      individual (and any Employee Salary Reduction Contributions on behalf of
      such individual) shall be aggregated with and treated as if paid to (or
      on behalf of) the five percent (5%) owner or Highly Compensated Employee
      and such individual and five percent (5%) owner or Highly Compensated
      Employee shall be treated as a single Employee.

      The determination of who is a Highly Compensated Employee, including
      the determination of the number and identity of Employees in the top paid
      group, the number of Employees treated as officers and the Compensation
      that is taken into account, shall be made in accordance with Code Section
      414(q) and Section 1.414(q)-1 T of the temporary Tax Regulations, or any
      successor thereto, to the extent they are inconsistent with the method
      established above.

1.23  HOUR OF SERVICE means:

      (a)  Each hour for which an Employee is paid or entitled to
           payment for the performance of duties for a Company or an Affiliate.
           These hours shall be credited to the Employee for the computation
           period or periods in which the duties are performed; and


                                      4
<PAGE>   11


      (b)  Each hour for which an Employee is paid or entitled to
           payment by a Company or an Affiliate on account of a period of time
           during which no duties are performed (irrespective of whether the
           employment relationship has terminated) due to vacation, holiday,
           illness, incapacity (including disability), layoff, jury duty,
           military duty, or Approved Absence.  No more than five hundred one
           (501) Hours of Service shall be credited under this paragraph (b)
           for any single continuous period (whether or not such period occurs
           in a single computation period).  Hours of Service under this
           paragraph (b) shall be calculated and credited pursuant to Section
           2530.200b-2 of the Department of Labor Regulations, which are
           incorporated herein by this reference; and

      (c)  Each hour for which back pay, irrespective of mitigation of
           damages, is either awarded or agreed to by a Company or an
           Affiliate.  The same Hours of Service shall not be credited both
           under paragraph (a) or paragraph (b), as the case may be, and under
           this paragraph (c).  These hours shall be credited to the
           Employee for the computation period or periods to which the award,
           agreement, or payment pertains rather than the computation period in
           which the award, agreement, or payment is made; and

      (d)  In the event that records are not kept which accurately
           reflect the number of hours worked, an Employee shall be credited
           with forty-five (45) Hours of Service for each week in which he
           would be credited with at least one (1) Hour of Service; and

      (e)  Solely for purposes of determining whether a Break in Service
           has occurred, an Employee who is absent from work for maternity or
           paternity reasons shall receive credit for the Hours of Service
           which would otherwise have been credited to him but for such absence
           or, in any case in which such Hours of Service cannot be determined,
           eight (8) Hours of Service per day of such absence.  For purposes of
           this paragraph (e), an absence from work for maternity or paternity
           reasons means an absence by reason of the pregnancy of the Employee,
           by reason of a birth of a child of the Employee, by reason of the
           placement of a child with the Employee in connection with the
           adoption of such child by the Employee, or for purposes of caring
           for such child for a period beginning immediately following such
           birth or placement.  Any hour under this paragraph (e) which is
           considered an Hour of Service under paragraph (b) shall not be
           considered under this paragraph (e).  The Hours of Service credited
           under this paragraph (e) shall be credited in the computation period
           in which the absence begins if the crediting is necessary to prevent
           a Break in Service in that computation period or, in all other
           cases, in the immediately following computation period.
           Notwithstanding the foregoing, no credit shall be given for Hours of
           Service under this paragraph (e) unless the Employee furnishes the
           Plan Administrator such timely information as the Plan Administrator
           may reasonably require to establish that the absence from work is
           because of maternity or paternity leave and the number of days for
           which there was such an absence.

1.24 INVESTMENT MANAGER means any person, firm, or corporation who is a
     registered investment advisor under the Investment Advisors Act of 1940, a
     bank, or an insurance company, and (i) who has the power to manage,
     acquire, or dispose of Plan assets, and (ii) who acknowledges in writing
     his fiduciary responsibility to the Plan.

1.25 LIMITATION YEAR means the Plan Year.

                                      5
<PAGE>   12


1.26 MATCHING CONTRIBUTION ACCOUNT means the separate Account maintained for
     each Participant to reflect the Matching Contributions made on behalf of
     the Participant and any earnings or losses thereon.

1.27 MATCHING CONTRIBUTIONS means the contributions made to the Matching
     Contribution Account of a Participant by his Company as provided in
     Section 3.3.

1.28 NORMAL RETIREMENT AGE means age sixty-five (65).

1.29 PARTICIPANT means an Employee who fulfills the eligibility requirements
     as provided in Article II and who continues to qualify for participation,
     and any former Employee who continues to have an Account in the Plan.

1.30 PARTICIPATING EMPLOYER means any employer who adopts this Plan pursuant
     to Article XIII.

1.31 PLAN means the First Restatement of the U.S. Robotics Corporation 401(k)
     Retirement Savings Plan.

1.32 PLAN ADMINISTRATOR means the Company, or any person designated by the
     Company to administer the Plan.

1.33 PLAN YEAR means the calendar year.

1.34 PRIOR PLAN means the U.S. Robotics, Inc. Employees' Retirement Investment
     Plan, as it existed prior to April 1, 1996.

1.35 ROLLOVER ACCOUNT means the separate Account which shall be maintained for
     a Participant or Employee to reflect any Rollover Contributions made by
     the Participant or Employee and any earnings or losses thereon.

1.36 ROLLOVER CONTRIBUTIONS means the contributions made by a Participant or
     Employee, as set forth in Section 3.6 of the Plan.

1.37 TOTAL AND PERMANENT DISABILITY means a physical or mental condition of a
     Participant resulting from bodily injury, disease, or mental disorder that
     renders such Participant incapable of continuing his usual and customary
     employment with a Company, as determined by a licensed physician chosen by
     the Plan Administrator; provided, however, and notwithstanding the
     foregoing, if a Participant meets the requirements for disability under
     the Social Security law then in effect, such Participant shall be deemed
     to have incurred a Total and Permanent Disability under the Plan.  Uniform
     standards shall apply to Participants in similar conditions.

1.38 TRUST AGREEMENT AND TRUST mean, respectively, the agreement between the
     Company and the Trustee governing the administration of the Trust, as it
     may be amended from time to time, and the Trust established thereunder.

1.39 TRUST FUND means all cash, securities, real estate, or any other property
     held under the Trust Agreement for purposes of the Plan, together with
     income thereon.

1.40 TRUSTEE means the person, persons, entity, or entities appointed by the
     Company as provided under Section 8.1 of the Plan to act as Trustee of the
     Trust.

1.41 VALUATION DATE means any date that the New York Stock Exchange is open
     for business.  In addition, the Company may in its discretion adopt more
     frequent 



                                      6
<PAGE>   13

     Valuation Dates for purposes of allocating earnings and/or contributions
     under the Plan.

1.42 VESTED INTEREST means that portion of a Participant's Account which is
     nonforfeitable and vested, based upon the Participant's Years of Vesting
     Service.

1.43 YEAR OF VESTING SERVICE means any consecutive twelve (12) month period of
     employment ending on an Employee's anniversary of employment with the
     Company or an Affiliate in which an Employee completes at least one
     thousand (1,000) Hours of Service.

      If an Employee incurs a Break in Service and is thereafter
      reemployed by a Company or an Affiliate, he shall be considered a new
      Employee for purposes of the Plan, except:

      (a)  If the Employee had a Vested Interest prior to such Break in
           Service;

      (b)  If the Years of Vesting Service credited to him prior to such
           Break in Service exceed his consecutive years of Breaks in Service;
           or

      (c)  If he is reemployed by a Company or an Affiliate prior to
           incurring a five (5) consecutive year Break in Service,

      the Years of Vesting Service that the Employee had prior to such
      Break in Service shall be reinstated on the Date of Reemployment,
      provided he completes one (1) Year of Vesting Service following his
      reemployment.



                                    ARTICLE
                                       2.

                         ELIGIBILITY AND PARTICIPATION

2.1 ELIGIBILITY

      (a)  Each Employee who was a Participant in the Prior Plan on the
           day prior to the Effective Date (or was a Participant on the day
           prior to the Effective Date in a plan that was merged into the Plan
           on the Effective Date) shall participate or continue to participate,
           as the case may be, in the Plan on the Effective Date, provided he
           is still an Employee on the Effective Date.  Each other Employee of
           a Company shall become a Participant in the Plan on the first Entry
           Date on or after the Effective Date which is coincident with or next
           follows the date on which he attains age twenty-one (21) and
           completes three (3) consecutive months of service, provided he is an
           Employee on that Entry Date.  For purposes of this Section 2.1, an
           Employee shall complete a month of service if he completes one (1)
           Hour of Service during such month and is employed by a Company or
           any Affiliate on the last day of such monthly cycle.

      (b)  Notwithstanding anything to the contrary, (i) an Employee
           included in a unit of employees covered by a collective bargaining
           agreement with a Company where retirement benefits were the subject
           of good faith bargaining between employee representatives and such
           Company shall not be eligible to participate in the Plan, except to
           the extent the benefits provided by the Plan are specifically
           included under said collective bargaining agreement; and (ii) an
           Employee who is a nonresident alien deriving no earned income from a
           Company which constitutes income from sources in the United States
           shall not be eligible to participate in the Plan.


                                      7
<PAGE>   14


2.2   TERMINATION AND REEMPLOYMENT

      (a)  A Participant who terminates employment and is subsequently
           reemployed as an Employee shall become a Participant again on the
           Entry Date coincident with or next following his Date of
           Reemployment.

      (b)  An Employee who terminates employment after being eligible to
           become a Participant, but prior to the Entry Date coincident with or
           next following the date upon which he first becomes eligible to
           enter the Plan, and who then is reemployed before incurring a Break
           in Service, shall be eligible to become a Participant on his Date of
           Reemployment.

      (c)  An Employee who terminates employment before becoming
           eligible to become a Participant and who is reemployed before
           incurring a Break in Service shall be eligible to become a
           Participant when he satisfies the eligibility requirements of
           Section 2.1, based on his original Date of Employment.

      (d)  An Employee who terminates employment before becoming a
           Participant and who is reemployed after incurring a Break in Service
           shall be eligible to become a Participant when he satisfies the
           eligibility requirements of Section 2.1, based on his Date of
           Reemployment.

                                      8



<PAGE>   15


                                    ARTICLE
                                       3.

                                 CONTRIBUTIONS


3.1  COMPANY CONTRIBUTIONS

     A Company may contribute to the Trust Fund for each Plan Year, as Company
     Contributions, such amount as it shall determine in its sole discretion;
     provided, however, that the contribution for any Plan Year shall not
     exceed the maximum amount deductible by such Company for such Plan Year
     for Federal income tax purposes under Section 404 of the Code.  A Company
     may determine that no Company Contribution shall be made for a particular
     year.

3.2  EMPLOYEE SALARY REDUCTION CONTRIBUTIONS

     (a)  Each Participant shall have the option to enter into a
          written (or by any other means approved by the Company) salary
          reduction agreement with his Company effective on any Entry Date,
          which agreement shall be applicable to all Compensation received
          thereafter.  The salary reduction agreement shall provide that the
          Participant agrees to accept a reduction in salary from his Company
          equal to an integral percentage of from one percent (1%) to fifteen
          percent (15%) of his Compensation.  A Company shall contribute to
          the Trust Fund, as soon as practicable after the end of each payroll
          period, but not later than the time period that may be mandated by
          law or by regulation, whichever date is earlier, an amount equal to
          the Employee Salary Reduction Contributions of all of its
          Participants for such payroll period.
     
     (b)  Each Participant may change the amount of his Employee Salary
          Reduction Contributions, effective as of any Entry Date, by means of
          an appropriate authorization or notice to his Company, on a form or
          in the manner prescribed by the Plan Administrator.  The change
          shall be effective as soon as practicable after the receipt of the
          authorization or notice by the Plan Administrator, but no earlier
          than the Entry Date following the receipt of the authorization or
          notice.  The Plan Administrator may establish additional rules
          regarding the timing and frequency of a change in the amount of
          Employee Salary Reduction Contributions, provided such policy is
          applied uniformly to all Participants.
     
     (c)  Each Participant may elect to discontinue his Employee Salary
          Reduction Contributions by means of an appropriate authorization or
          notice to his Company, on a form or in the manner prescribed by the
          Plan Administrator.  The change shall be effective as soon as
          practicable after the receipt of the authorization or notice by the
          Plan Administrator.  The Participant may elect to resume his
          Employee Salary Reduction Contributions as of a subsequent Entry
          Date by filing another authorization or notice with his Company.
     
     (d)  Each Company shall direct the Plan Administrator to establish
          and maintain an Employee Salary Reduction Contribution Account in
          the name of each of its Participants who elects to enter into a
          salary reduction agreement.
     
     (e)  The maximum amount of Employee Salary Reduction Contributions
          that can be made on behalf of each Participant in the 1996 calendar
          year to this Plan and any other qualified plan shall not exceed nine
          thousand five hundred dollars ($9,500), adjusted for each subsequent
          calendar year to take into account, if applicable, any
          cost-of-living increase provided for such year 

                                      9
<PAGE>   16

          under Section 402(g) of the Code.  If a Participant makes elective
          deferrals to this Plan and to any other qualified cash or deferred
          plan in excess of the dollar limit specified above for the calendar
          year, then the Participant must notify the Plan Administrator in
          writing by March 1 of the following year of the amount, if any, to be
          refunded from this Plan.  The Participant shall be deemed to have
          notified the Plan Administrator by    March 1 of any excess elective
          deferrals made to this Plan and any other plan maintained by the
          Company or an Affiliate of the Company.  The amount to be refunded
          shall be paid to the Participant in a single payment not later than
          April 15 following the close of the calendar year and shall include
          any income or loss allocated to the refund, as determined below, for
          the period (i) during the calendar year, and (ii) between the end of
          that year and the date of the refund payment.  Although the excess
          elective deferral may be refunded, it shall be considered as an
          Employee Salary Reduction Contribution for the Plan Year in which it
          was originally made and shall be included in the Participant's actual
          deferral percentage.  The foregoing notwithstanding, Employee Salary
          Reduction Contributions shall not include any elective deferrals
          properly distributed as excess annual additions in accordance with
          Section 4.4 of the Plan.
     
          The income or loss allocable to excess elective deferrals for
          the calendar year shall be determined by multiplying the income or
          loss for the calendar year allocable to the Participant's elective
          deferrals for such year by a fraction, the numerator of which is the
          amount of excess elective deferrals and the denominator of which is
          the closing balance (as of the end of the calendar year) of the
          Participant's Employee Salary Reduction Contribution Account reduced
          by gains (or increased by losses) allocable to such Account during the
          calendar year.  The income or loss allocable to excess elective
          deferrals during the period between the end of the calendar year and
          the date of the refund payment may be calculated by multiplying the
          income or loss allocable to the excess elective deferrals for the
          period between the end of the calendar year and the last day of the
          month preceding the date of distribution by a fraction determined
          under the method specified above. Alternatively, the allocable income
          or loss for the period between the end of the calendar year and the
          date of the refund payment shall be deemed to be equal to 10% of the
          income or loss allocable to the excess elective deferrals for the
          calendar year multiplied by the number of calendar months that have
          elapsed since the end of the calendar year.  For this purpose, payment
          occurring on or before the 15th day of the month will be treated as
          having been made on the last day of the preceding month.  A payment
          occurring after the 15th day of the month will be treated as having
          been made on the first day of the next month.
     
     (f)  A Company may refuse to give effect to any salary reduction
          agreement entered into by a Participant at any time if a Company
          determines that such refusal is necessary to ensure that the
          additions to a Participant's Account for any Plan Year shall not
          exceed the limitations set forth in paragraph (e) above or Section
          4.4 of the Plan, or to ensure that one (1) of the following
          nondiscrimination tests contained in Section 401(k) of the Code is
          satisfied for any Plan Year:
     
          (1)  The actual deferral percentage for the Plan Year
               for eligible Participants who are Highly Compensated Employees
               as a group is not more than one and one-quarter (1-1/4) times
               the actual deferral percentage for the Plan Year for all other
               eligible Participants as a group;


                                      10
<PAGE>   17

          
          (2)  The actual deferral percentage for the Plan Year
               for eligible Participants who are Highly Compensated Employees
               as a group is not more than two (2) percentage points (or such
               lesser amount as the Secretary of the Treasury shall prescribe
               to prevent the multiple use of this alternative limitation
               with respect to any Highly Compensated Employee) greater than,
               and not more than two (2) times, the actual deferral
               percentage for the Plan Year for all other eligible
               Participants as a group; or
          
          (3)  Such other formula as the Secretary of the
               Treasury shall prescribe to calculate the aggregate
               nondiscrimination limit.
          
          The "actual deferral percentage" for a Plan Year for a group
          of eligible Participants is the average of the ratios (calculated
          separately for each Participant in such group) of the amount of
          Employee Salary Reduction Contributions credited to an eligible
          Participant's Employee Salary Reduction Contribution Account for such
          Plan Year to the eligible Participant's Compensation for such Plan
          Year.  The actual deferral percentage of an eligible Participant who
          is a Highly Compensated Employee for the Plan Year and who is eligible
          to make salary reduction contributions under two (2) or more plans or
          arrangements described in Section 401(k) of the Code that are
          maintained by a Company or an Affiliate shall be determined as if all
          such salary reduction contributions were made under a single
          arrangement.
     
               An "eligible Participant" is any Employee of a Company who is
          authorized under the terms of the Plan to make Employee Salary
          Reduction Contributions for the Plan Year.
               In the event that one (1) of the tests set forth above is not
          satisfied for any Plan Year (after taking into account any special
          Company contributions made pursuant to Section 3.5), the excess
          Employee Salary Reduction Contributions (within the meaning of
          Section 401(k)(8)(B) of the Code), along with the earnings of the
          Trust Fund allocable to such amount (as allocated pursuant to the
          procedure set forth in Section 3.2(e) but with respect to the Plan
          Year), shall be distributed to the Highly Compensated Employees who
          made the excess Employee Salary Reduction Contributions within two
          and one-half months after the Plan Year in which such excess
          contributions were made, provided, however, that the Company may,
          in its discretion, instead direct that such excess Employee Salary
          Reduction Contributions, along with associated earnings, be
          distributed to the Highly Compensated Employees who made the excess
          Employee Salary Reduction Contributions before the last day of the
          Plan Year after the Plan Year in which such excess contributions
          were made.  The amount of the excess Employee Salary Reduction
          Contributions shall be determined by reducing Employee Salary
          Reduction Contributions made on behalf of Highly Compensated
          Employees so that the actual deferral percentage of the Highly
          Compensated Employees who elected the highest actual deferral
          percentage will first be lowered to the next percentage necessary
          to satisfy one (1) of the tests set forth above or to that of those
          Highly Compensated Employees who elected the next highest actual
          deferral percentage, whichever first occurs.  If such reduction is
          not sufficient to satisfy one (1) of the tests set forth above, the
          actual deferral percentage of all Highly Compensated Employees who
          elected at least the next highest actual deferral percentage will
          be lowered by an additional percentage.  If such reduction is not
          sufficient, similar reductions will be made until all Highly
          Compensated Employees have been reduced to the same actual deferral
          percentage.  If further reductions are necessary, then adjustments
          shall be 

                                      11
<PAGE>   18

           made to the actual deferral percentage of all Highly Compensated
           Employees until one (1) of the tests set forth above is satisfied.
          
3.3   MATCHING CONTRIBUTIONS

      (a)  For each Participant who authorizes Employee Salary Reduction
           Contributions during the Plan Year, a Company shall contribute each
           payroll period to the Plan, on behalf of each such Participant, a
           Matching Contribution in an amount equal to fifty percent (50%) of
           the Participant's Employee Salary Reduction Contributions, provided,
           however, that the Matching Contribution shall not be made on the
           portion of a Participant's Employee Salary Reduction Contributions
           that exceeds six percent (6%) of the Participant's Compensation in
           each such payroll period.  In addition, for each Participant who is
           authorizing Employee Salary Reduction Contributions at the close of
           business on the last day of the Plan Year, or who is precluded from
           so authorizing because of the limitations set forth under Section
           402(g) or 401(k) of the Code, such Participant shall receive a
           Matching Contribution equal to five hundred dollars ($500), but only
           if such Participant is actively employed by a Company at the close
           of business on the last day of the Plan Year and has completed one
           thousand (1,000) Hours of Service during the Plan Year.  A
           Participant also shall be entitled to such five hundred dollar
           ($500) Matching Contribution if he made Employee Salary
           Reduction Contributions at any time during the Plan Year and (i)
           terminated during the Plan Year on or after attaining Normal
           Retirement Age, (ii) died during the Plan Year, or (iii) became
           Totally and Permanently Disabled during the Plan Year.  Matching
           Contributions hereunder shall be made to the Trustee no later than
           the time prescribed by law for filing a Company's Federal income tax
           return for the Plan Year to which they relate, including any
           extensions thereof.

      (b)  If a Participant is entitled to Matching Contributions in a
           Plan Year, such contributions shall be made on a Participant's
           behalf by his Company based upon the Participant's Employee Salary
           Reduction Contributions made while employed by such Company.

      (c)  Each Company shall direct the Plan Administrator to establish
           and maintain a Matching Contribution Account in the name of each of
           its Participants on whose behalf Matching Contributions are made.

      (d)  Notwithstanding anything in this Plan to the contrary, any
           Matching Contributions, whether vested or not, that are associated
           with an excess elective deferral under Section 3.2(e) or are
           associated with an excess Employee Salary Reduction Contribution
           under Section 3.2(f) shall be forfeited within two and one-half
           months after the end of the Plan Year in which such excess elective
           deferrals or excess contributions were made and shall be reallocated
           in the manner described in Section 5.3.

3.4   NONDISCRIMINATION TEST FOR MATCHING CONTRIBUTIONS

      (a)  The Matching Contributions for any Plan Year shall satisfy
           one (1) of the following nondiscrimination tests contained in
           Section 401(m) of the Code:

            (1)  The contribution percentage for the Plan Year for
                 eligible Participants who are Highly Compensated Employees as
                 a group is not more than one and one-quarter (1-1/4) times the
                 contribution percentage for the Plan Year for all other
                 eligible Participants as a group;


                                      12
<PAGE>   19


            (2)  The contribution percentage for the Plan Year for
                 eligible Participants who are Highly Compensated Employees as
                 a group is not more than two (2) percentage points (or such
                 lesser amount as the Secretary of the Treasury shall prescribe
                 to prevent the multiple use of this alternative limitation
                 with respect to any Highly Compensated Employee) greater than,
                 and not more than two (2) times, the contribution percentage
                 for the Plan Year for all other eligible Participants as a
                 group; or
            (3)  Such other formula as the Secretary of the
                 Treasury shall prescribe to calculate the aggregate
                 nondiscrimination limit.

      (b)   For purposes of this Section 3.4, the following definitions shall
      apply:

            (1)  An "eligible Participant" is any Employee of a
                 Company who is authorized under the terms of the Plan to have
                 Matching Contributions allocated to his Account for the Plan
                 Year.

            (2)  The "contribution percentage" for a Plan Year for
                 a group of eligible Participants is the average of the ratios
                 (calculated separately for each eligible Participant in such
                 group) of the amount of Matching Contributions credited to an
                 eligible Participant's Account for the Plan Year to the
                 eligible Participant's Compensation for the Plan Year.  The
                 contribution percentage of an eligible Participant who is a
                 Highly Compensated Employee for the Plan Year and who is
                 eligible to make employee contributions or to receive matching
                 contributions, as defined in Section 401(m)(4) of the Code,
                 under two (2) or more plans described in Section 401(a) of the
                 Code that are maintained by a Company or an Affiliate
                 shall be determined as if all such contributions were made
                 under a single plan.

      (c)   In the event that one (1) of the tests set forth above is not
            satisfied for any Plan Year (after taking into account any
            special Company contributions made pursuant to Section 3.5), the
            excess aggregate vested Matching Contributions (within the meaning
            of Section 401(m)(6)(B) of the Code), along with the earnings of the
            Trust Fund allocable to such amount (as allocated pursuant to the
            procedure set forth in Section 3.2(e) but with respect to the Plan
            Year),  shall be distributed to the Highly Compensated Employees who
            made the excess aggregate contributions within two and one-half
            months after the Plan Year in which such excess contributions were
            made, or instead, if the Company shall so direct, before the last
            day of the Plan Year after the Plan Year in which such excess
            contributions were made.  The amount of the excess aggregate
            contributions shall be determined by first reducing the vested
            Matching Contributions so that the contribution percentage of the
            Highly Compensated Employees with the highest contribution
            percentage will first be lowered to the next percentage necessary to
            satisfy one (1) of the tests set forth above or to that of those
            Highly Compensated Employees with the next highest contribution
            percentage, whichever first occurs.  If such reduction is not
            sufficient to satisfy one (1) of the tests set forth above, the
            contribution percentage of all Highly Compensated Employees with at
            least the next highest contribution percentage will be lowered by an
            additional percentage.  If such reduction is not sufficient, similar
            reductions will be made until all Highly Compensated Employees have
            been reduced to the same contribution percentage.  If further
            reductions are necessary, the adjustment shall be made to the
            contribution percentage of all Highly Compensated Employees until
            one (1) of the tests set forth above is satisfied.  If the vested
            portion of the Matching Contributions of the 


                                      13
<PAGE>   20

            Participants is not sufficient to satisfy the necessary reduction,
            the nonvested portion of such Matching Contributions shall be
            forfeited to the extent necessary to satisfy such reduction and
            shall be reallocated in the manner described in Section 5.3.

3.5   SPECIAL COMPANY CONTRIBUTIONS

      (a)  In order to meet the nondiscrimination requirements of
           Sections 401(k) and 401(m) of the Code (as set forth in Sections 3.2
           and 3.4 of the Plan), a Company may, in its discretion and by action
           of its Board of Directors, establish a special rate of Company
           contributions applicable only to those Participants who are not
           Highly Compensated Employees or, to the extent permitted by Treasury
           regulations, recharacterize Company Contributions made under Section
           3.1 as Employee Salary Reduction Contributions or Matching
           Contributions, whichever is applicable.

      (b)  If contributions under this Section 3.5 are made, or Company
           Contributions are recharacterized, to meet the nondiscrimination
           requirements of Code Section 401(k) (as set forth in Section 3.2 of
           the Plan), then such contributions shall be deemed, for all Plan
           purposes, to be Employee Salary Reduction Contributions, and shall
           be allocated to the Employee Salary Reduction Contribution Accounts
           of such Participants; provided, however, that Matching Contributions
           shall not be based upon such contributions.  If contributions under
           this Section 3.5 are made, or Company Contributions are
           recharacterized, to meet the nondiscrimination requirements of Code
           Section 401(m) (as set forth in Section 3.4 of the Plan), then such
           contributions shall be deemed, for all Plan purposes, to be Matching
           Contributions, and shall be allocated to the Matching Contribution
           Accounts of such Participants who made Employee Salary Reduction
           Contributions; provided, however, that such contributions shall be
           fully vested upon deposit.

3.6   ROLLOVERS

      (a)  Any Employee, regardless of whether or not he has become a
           Participant in the Plan pursuant to Article II, may, subject to
           obtaining the prior approval of the Plan Administrator, at any
           time transfer (or cause to be transferred) to the Trust Fund:

           (1)  Up to the entire amount of money received from
                another qualified trust under Section 401(a) of the Code which
                constitutes an eligible rollover distribution within the
                meaning of Section 402 of the Code, provided that, in the
                event of a rollover of amounts received by, and made payable
                to, the Employee and not of amounts transferred in a
                trust-to-trust transfer, such amount or amounts attributable
                to such distribution must be received by the Trustee within
                sixty (60) days after the Employee's receipt of such payment;
                and
           
           (2)  Up to the entire amount of money received by the
                Employee that was in an "individual retirement account" or an
                "individual retirement annuity" (as defined in Section 408 of
                the Code) which contains only those amounts described above in
                paragraph (1) plus any earnings thereon, provided that, in the
                event of a rollover of amounts received by, and made payable
                to, the Employee and not of amounts transferred in a
                trust-to-trust transfer, such amount must be received by the
                Trustee within sixty (60) days after the Employee's receipt of
                such payment.


                                      14
<PAGE>   21

           
           The Employee shall furnish the Plan Administrator with a written
           statement that the contribution to the Trust Fund is a rollover
           contribution, together with such other statements and information
           as may be required by the Plan Administrator in order to establish
           that such contribution does not contain amounts from sources other
           than provided above and that such Rollover Contribution otherwise
           meets the requirements of law. Acceptance by the Trustee of any
           amount under these provisions shall not be construed as a
           determination of the Employee's tax consequences by the Plan
           Administrator.
           
      (b)  A Company shall direct the Plan Administrator to establish
           and maintain a Rollover Account in the name of each of its Employees
           who elects to roll over or transfer amounts into the Trust Fund
           pursuant to the provisions of this Section 3.6.  An Employee shall
           always be one hundred percent (100%) vested in his Rollover Account.

3.7   TRANSFERS OF ASSETS TO THE PLAN

      If another plan that is qualified under Section 401(a) of the Code
      is merged into this Plan, or assets from the plan of an Affiliate are
      transferred to this Plan, then, for purposes of this Plan and absent
      direction by the Plan Administrator to the contrary, any amounts
      attributable to elective salary reduction contributions (not considered
      as taxable income) thereunder shall be combined with amounts attributable
      to Employee Salary Reduction Contributions; any amounts attributable to
      employer matching contributions (or contributions made by an employer in
      relation to the employee's elective salary reduction contributions)
      thereunder shall be combined with amounts attributable to Matching
      Contributions; any amounts attributable to employer profit sharing or
      non-elective contributions thereunder shall be combined with amounts
      attributable to Company Contributions; and any amounts attributable to
      employee contributions (or contributions considered as taxable income)
      thereunder shall be accounted for separately under this Plan.  All such
      transferred amounts shall be vested hereunder to at least the extent
      provided in such other qualified plan.  Notwithstanding anything herein
      to the contrary, absent the consent of the Plan Administrator, assets
      from a plan subject to the joint and survivor annuity requirements of
      Section 401(a)(11) of the Code shall not be entitled to be transferred to
      this Plan.

                                    ARTICLE
                                       4.

                    ALLOCATIONS, ACCOUNTING, AND ADJUSTMENTS

4.1   COMPOSITION OF TRUST FUND

      All amounts contributed to the Plan, as increased or decreased by
      income, expenditure, appreciation, and depreciation, shall constitute a
      single fund known as the Trust Fund.  A separate Company Contribution
      Account shall be maintained for each Participant.  Additional Accounts
      shall be maintained for each Participant as required by Article III.

4.2   ALLOCATION OF EARNINGS TO ACCOUNTS

      Earnings shall be allocated to the Accounts of all Participants as
      of the Valuation Date by credit or deduction therefrom, as the case may
      be, of a portion of the increase or decrease in the value of the
      respective investment funds of the Trust Fund since the preceding
      Valuation Date attributable to interest, dividends, changes in market
      value, expenses, and gains and losses realized from the sale of assets,
      provided, however, that a Participant's Accounts shall not 


                                      15
<PAGE>   22

      share in the allocations hereunder to the extent that the Participant has
      directed the investment of his Accounts pursuant to Section 8.4. 
      Allocations hereunder shall be made in the proportion that the opening
      balance of each Account (the balance as of the previous Valuation Date
      adjusted by subtracting withdrawals, Forfeitures and distributions, and by
      adding one-half (1/2) of all periodic current contributions and Rollover
      Contributions deposited in the Trust Fund since the last Valuation Date)
      invested in such investment fund bears to the total of the opening
      balances of all such Accounts, as adjusted, invested in the investment
      fund.  Unless otherwise specified above, as of each Valuation Date, after
      the allocation of earnings but prior to the allocation of Company
      Contributions and Matching Contributions, the Rollover Contributions and
      Employee Salary Reduction Contributions, if any, shall be allocated to the
      Accounts of the Participants on whose behalf such contributions are made.


                                      16
<PAGE>   23



4.3   ELIGIBILITY FOR ALLOCATION OF COMPANY CONTRIBUTIONS AND MATCHING 
CONTRIBUTIONS

      As of the last day of each Plan Year, after the allocation of
      earnings, Rollover Contributions, and Employee Salary Reduction
      Contributions, Company Contributions made by a Company for such Plan Year
      shall be allocated to the Company Contribution Accounts of all
      Participants who are actively employed by such Company at the close of
      business on the last day of the Plan Year and who have completed one
      thousand (1,000) Hours of Service during the Plan Year; provided,
      however, if the Plan would fail to meet the coverage requirements of
      Section 410(b)(1) of the Code for the Plan Year due solely to the
      ineligibility of one or more Participants who were credited with less
      than one thousand (1,000) Hours of Service, but more than five hundred
      (500) Hours of Service in the Plan Year, then the Plan Administrator
      shall determine the minimum number of members of such group of
      Participants to share in Company Contributions for the Plan Year under
      the following procedure:

      (a)  the minimum number of Participants required to meet the
           coverage tests under Section 410(b)(1) based on their number of
           Hours of Service earned during the Plan Year, ranked in descending
           order; and

      (b)  if more than one Participant receives credit for the lowest
           number of Hours of Service earned for which any Participant must be
           covered in order to meet the coverage tests (pursuant to paragraph
           (a) above), then all individuals receiving credit for exactly that
           number of Hours of Service shall share in the allocation of the
           Company Contribution.

      Furthermore, if after the application of the procedure in the
      foregoing paragraph, the Plan would still fail to meet the coverage
      requirements of Section 410(b)(1) of the Code for the Plan Year due to
      the ineligibility of one or more Participants whose employment with a
      Company has terminated before the end of the Plan Year, then the Plan
      Administrator shall determine the minimum number of members of such group
      of terminated Participants to share in Company Contributions for the Plan
      Year under a procedure comparable to that set forth in paragraphs (a) and
      (b) above.

      Notwithstanding the above, Participants of a Company who, during the
      Plan Year, have (i) terminated on or after attaining Normal Retirement
      Age, (ii) died, or (iii) become Totally and Permanently Disabled shall
      also be eligible to share in such Company's Company Contributions for the
      Plan Year.

      An eligible Participant shall share in Company Contributions
      according to the allocation procedures in Section 4.6.

      Following the allocation of Company Contributions, Matching
      Contributions, if any, and if not previously allocated, then shall be
      allocated.  An eligible Participant shall share in Matching Contributions
      as provided in Section 3.3.

4.4   MAXIMUM ANNUAL ADDITIONS

      (a)  The sum of the following additions to a Participant's
           Accounts in any Limitation Year:

            (1)  The Company Contributions allocated to such Participant's
                 Account, and

            (2)  The Employee Salary Reduction Contributions and
                 Matching Contributions allocated to such Participant's
                 Accounts, and

                                      17
<PAGE>   24

           (3)  The Forfeitures, if any, allocated to such
                Participant's Company Contribution Account,
           
           shall not exceed the lesser of:  (1) the greater of thirty
           thousand dollars ($30,000) or one-fourth (1/4) of the dollar
           limitation in effect under Section 415(b)(1)(A) of the Code, or (2)
           twenty-five percent (25%) of the Participant's Compensation for
           such Plan Year.
           
      (b)  In the event that the additions to a Participant's Accounts
           under this Section 4.4 in any Limitation Year would be in excess of
           the maximum annual limits as a result of a reasonable error in
           estimating a Participant's Compensation or as a result of a
           reasonable error in determining the amount of elective deferrals
           (within the meaning of Section 402(g)(3) of the Code), or under
           other facts and circumstances to which Tax Regulation Section
           1.415-6 shall be applicable, the Employee Salary Reduction
           Contributions made by or with respect to such Participant shall be
           distributed to him to the extent that any such distribution would
           reduce the amount in excess of the limits of this Section 4.4, and
           amounts otherwise in excess of this Section 4.4 remaining after such
           distribution shall be allocated to a suspense account in an amount
           necessary to bring the additions within the maximum annual limits,
           and shall be allocated pursuant to Tax Regulation Section
           1.415-6(b)(6)(iii) in future Limitation Years.  The foregoing
           notwithstanding, the Plan Administrator may comply with either Tax
           Regulation Section 1.415-6(b)(6)(i) or Section 1.415-6(b)(6)(ii), in
           lieu of the Tax Regulation Section 1.415-6(b)(6)(iii).

      (c)  For purposes of this Section 4.4, this Plan and any other
           qualified defined contribution plan maintained by a Company or an
           Affiliate shall be considered as a single defined contribution plan
           if a Participant is a participant in both plans.  Amounts allocated
           in Limitation Years beginning after March 31, 1984 to a
           Participant's individual medical benefit account, as defined in
           Section 415(l)(1) of the Code, which is part of a defined benefit
           plan maintained by a Company or an Affiliate shall be treated as
           annual additions to a defined contribution plan.  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 Participant who is a key employee, as defined in Section
           419A(d) of the Code, under a welfare benefit fund, as defined in
           Section 419(e) of the Code, maintained by a Company or an Affiliate,
           shall be treated as annual additions to a defined contribution plan.
           Notwithstanding the foregoing, the compensation limit described
           above shall not apply to any contribution for medical benefits
           (within the meaning of Section 419A(f)(2) of the Code) after
           separation from service which otherwise is treated as an annual
           addition under Section 415(l)(1) of the Code.  If a reduction is
           necessary under paragraph (b), then the reduction shall first be
           made to the annual additions under this Plan.

4.5 PARTICIPATION IN DEFINED BENEFIT PLAN

      (a)  If any Participant also has participated in any qualified
           defined benefit plan maintained by a Company or an Affiliate, the
           annual additions under this Plan shall be reduced to the extent
           necessary so that the sum of the defined benefit plan fraction and
           the defined contribution plan fraction for any Limitation Year does
           not exceed 1.0.


                                      18
<PAGE>   25


      (b)  The defined contribution plan fraction for any Limitation
           Year is a fraction, the numerator of which is the sum of all of the
           annual additions to the Participant's Accounts as of the close of
           the Limitation Year under each defined contribution plan and the
           denominator of which is the sum of the lesser of the following
           amounts determined for the Limitation Year and each prior year of
           service with a Company or Affiliate:

           (1)  The product of 1.25 multiplied by the dollar
                limitation in effect under Section 415(c)(1)(A) of the Code
                for such Limitation Year; or
           

           (2)  The product of 1.4 multiplied by the amount which
                may be taken into account under Section 415(c)(1)(B) of the
                Code for such Limitation Year.

           The annual additions for any Limitation Year beginning before
           January 1, 1987 shall not be recomputed to treat all Employee
           contributions as annual additions.
           
      (c)  The defined benefit plan fraction for any Limitation Year is
           a fraction, the numerator of which is the projected annual benefit
           of the Participant under each defined benefit plan (determined as of
           the close of its limitation year) and the denominator of which is
           the lesser of:

           (1)  The product of 1.25 multiplied by the maximum
                dollar limitation in effect under Section 415(b)(1)(A) of the
                Code for such Limitation Year; or
           (2)  The product of 1.4 multiplied by the amount which
                may be taken into account under Section 415(b)(1)(B) of the
                Code for such Limitation Year.
           
      For purposes of this Section 4.5, all defined benefit or defined
      contribution plans shall be treated as one (1) plan by class.

4.6   ALLOCATION OF COMPANY CONTRIBUTIONS

      A Participant eligible to share in Company Contributions for the
      Plan Year in accordance with Section 4.3 shall share in such Company
      Contributions in the proportion that his Compensation bears to the
      Compensation of all eligible Participants for the Plan Year.


                                    ARTICLE
                                       5.

                                    VESTING

5.1   PARTICIPANT CONTRIBUTIONS

      A Participant shall at all times be one hundred percent (100%)
      vested in his Employee Salary Reduction Contribution Account and his
      Rollover Account.

5.2   COMPANY AND MATCHING CONTRIBUTION ACCOUNTS

      A Participant shall have a fully vested, nonforfeitable interest in
      his Company Contribution Account and Matching Contribution Account on the
      first to occur of the following events:

                                      19
<PAGE>   26


      (a)  His attainment of Normal Retirement Age;

      (b)  The date on which he shall be determined to have a Total and
      Permanent Disability;

      (c)  The date of his death; or

      (d)  The completion of three (3) Years of Vesting Service.

5.3   TERMINATION OF EMPLOYMENT

      (a)  A Participant who terminates employment with a Company and
           all Affiliates for any reason other than (i) Total and Permanent
           Disability, (ii) death, (iii) the completion of three (3) Years of
           Vesting Service, and (iv) before his Normal Retirement Age shall
           be vested in the percentage of his Company Contribution Account and
           Matching Contribution Account set forth in the following tables:


<TABLE>
<CAPTION>
                    Completed Years
                    of Vesting Service  Vested Percentage
                    ------------------  --------------------
                    <S>                     <C>

                    Less than 1                0%
                        1                     33%
                        2                     66%
                        3 or more            100%
</TABLE>                                


           All of a Participant's Years of Vesting Service shall be taken
           into consideration in determining the vested percentage of his
           Company Contribution Account and Matching Contribution Account.

      (b)  The portion of the Participant's Company Contribution Account
           and Matching Contribution Account in which he is not vested at his
           termination of employment shall be declared a Forfeiture at the
           earlier of (i) the date the Participant receives or is deemed to
           have received pursuant to Section 6.2 a distribution of his Vested
           Interest under the Plan, or (ii) the last day of the Plan Year in
           which the Participant incurs a one (1) year Break in Service.  Such
           Forfeiture shall, in the Company's.discretion, and subject to
           Section 5.3(c) below, (i) be used to reduce a Company's Matching
           Contribution or Company Contribution (or special Company
           contribution under Section 3.5) for the Plan Year in which the
           Forfeiture occurs or, if no Matching Contributions or Company
           Contributions (or special Company contributions under Section 3.5)
           are made in such Plan Year (or if Forfeitures still remain after
           reducing such contributions), in the next Plan Year or Plan Years in
           which such contributions are made, or (ii) be applied to offset
           administrative expenses incurred in the operation of the Plan.

      (c)  If the Participant returns to the employ of a Company or an
           Affiliate before he incurs five (5) consecutive one (1) year Breaks
           in Service, the portion of his Company Contribution Account and
           Matching Contribution Account that had been forfeited shall be
           reinstated to his Company Contribution Account and Matching
           Contribution Account in full, unadjusted by any gains or losses
           occurring subsequent to the Valuation Date coincident with or
           immediately following his termination of employment, only if he
           repays the full amount of any distribution, other than Rollover
           Contributions, before the end of five (5) years from the Date of
           Reemployment.  The amount so reinstated shall be made from any
           Forfeitures of his Company made during the Plan Year in which his
           repayment occurred.  

                                      20
<PAGE>   27

           If the Forfeitures in the year of repayment are insufficient to
           restore the forfeited amount, the remainder shall be restored by a
           Company contribution.  Such a Participant shall continue vesting in
           such Account.  If the Participant incurs five (5) consecutive one (1)
           year Breaks in Service, and thereafter is reemployed by a Company or
           an Affiliate, he shall not regain any interest in any Forfeiture.

      (d)  If a Participant who is reemployed before he incurs five (5)
           consecutive one (1) year Breaks in Service shall again terminate his
           employment under circumstances in which he is not fully vested in
           his Company Contribution Account or Matching Contribution Account,
           such Participant's Vested Interest in such Accounts shall be
           determined by adding to the amount actually held by the Trust any
           amount previously distributed to him.  The vested percentage shall
           be applied to this total, the amount of any previous distributions
           shall be subtracted, and the remaining amount shall be his vested
           balance.

      (e)  No amendment to the vesting schedule shall deprive a
           Participant of his Vested Interest in his Account Balance to the
           date of amendment.  Further, if the vesting schedule of the Plan is
           amended, or if the Plan is amended in any way that directly or
           indirectly affects the computation of a Participant's Vested
           Interest in his Company Contribution Account or Matching Contribution
           Account, or if the Plan is deemed amended by an automatic change to
           or from the top-heavy vesting schedule, each Participant with at
           least three (3) Years of Vesting Service may elect, within a
           reasonable period after the adoption of the amendment or change, to
           have his Vested Interest in his Company Contribution Account or
           Matching Contribution Account computed under the Plan without regard
           to such amendment or change.  The period during which the election
           may be made shall commence with the date the amendment is adopted and
           shall end on the latest of:

           (1)  Sixty (60) days after the amendment is adopted;
           
           (2)  Sixty (60) days after the amendment becomes effective; or
           
           (3)  Sixty (60) days after the Participant is issued
                written notice of the amendment by the Company.
           

                                    ARTICLE
                                       6.

                           TIME AND METHOD OF PAYMENT

6.1   MANNER OF PAYMENT - EMPLOYEES OF CERTAIN PARTICIPATING EMPLOYERS

      (a)  Unless Employees of other Participating Employers are from
           time to time so designated by the Company, Section 6.1 shall apply
           only to those Employees of (i) U.S. Robotics Access Corp. who
           formerly were employed by ISDN Systems Corporation and (ii) Palm
           Computing, Inc., who were participants with account balances in the
           retirement plans sponsored by ISDN Systems Corporation and Palm
           Computing, Inc., respectively, on April 1, 1996, when those
           retirement plans were merged into the Plan.

      (b)  If a Participant is unmarried as of his Annuity Starting
           Date, the Vested Interest in his Account Balance shall be
           distributed to him in the form of an immediate life annuity
           contract, unless the Participant elects an 

                                      21
<PAGE>   28

           optional form of payment provided in the Plan in accordance with
           the procedures of paragraph (d).

      (c)  If a Participant is married as of his Annuity Starting Date,
           the Vested Interest in his Account Balance shall be distributed to
           him in the form of a joint and survivor annuity, unless the
           Participant elects an optional form of payment provided in the Plan
           in accordance with the procedures of paragraph (e).  The joint and
           survivor annuity shall be equal in value to a single life annuity,
           and shall consist of an immediate annuity for the life of the
           Participant with a survivor annuity for the life of his spouse equal
           to fifty percent (50%) of the amount of the payments made to the
           Participant.

      (d)  An unmarried Participant may elect in writing, during the
           ninety (90) day period ending on his Annuity Starting Date, to waive
           the life annuity form of benefit described in paragraph (b) and to
           make a qualified election of an optional form of payment permitted
           under the Plan.  No less than thirty (30) days and no more than
           ninety (90) days prior to the Participant's Annuity Starting Date
           and consistent with such regulations as the Secretary of the
           Treasury may prescribe, the Plan Administrator shall provide the
           Participant with a written explanation of:

           (1) The terms and conditions of the life annuity;
           
           (2)  The Participant's right to make and the effect of
                an election to waive the life annuity; and
           
           (3)  The right of the Participant to revoke each such
                election and the effect of such revocation.
           
           The written notice shall contain a general explanation of the
           optional forms of payment permitted under the Plan and shall
           explain the difference between the life annuity and such optional
           forms of payment in a manner calculated to be understood by the
           Participant.
           
      (e)  A married Participant may elect in writing, during the ninety
           (90) day period ending on his Annuity Starting Date, to waive the
           joint and survivor annuity form described in paragraph (c) and to
           make a qualified election of either the life annuity or an optional
           form of payment permitted under the Plan.  A married Participant may
           make a qualified election of a life annuity or a joint and
           contingent Beneficiary option, as described in Section 6.2, only
           with his spouse's written consent.  The spouse's consent must
           acknowledge the effect of such election and be witnessed by a Plan
           representative or notary public.  The spouse also must consent both
           to the specific optional form of benefit chosen and to the specific
           Beneficiary designated, if applicable, or to a general Beneficiary
           designation, provided such consent acknowledges that the spouse has
           the right to limit consent to a specific Beneficiary and elects to
           relinquish such right.  Notwithstanding the foregoing, the
           requirement for a spouse's written consent shall not apply if a
           Participant elects a joint and contingent Beneficiary option under
           Section 6.2 with his spouse as Beneficiary, or if it is established
           to the Plan Administrator's satisfaction that the spouse cannot be
           located or that other circumstances set forth in regulations
           promulgated under Section 417 of the Code which preclude the
           necessity of the spouse's consent are present with respect to the
           Participant.  No less than thirty (30) days and no more than ninety
           (90) days prior to the Participant's Annuity Starting Date and
           consistent with such regulations as 

                                      22
<PAGE>   29

           the Secretary may prescribe, the Plan Administrator shall provide
           the Participant with a written explanation of:

           (1) The terms and conditions of the joint and survivor annuity;
           
           (2)  The Participant's right to make and the effect of
                an election to waive the joint and survivor annuity;
           
           (3)  The right of the Participant's spouse, if
                applicable, to consent to an election to waive the joint and
                survivor annuity; and
           
           (4)  The right of the Participant to revoke such
                election and the effect of such revocation.
           
           The written notice shall contain a general explanation of the
           life annuity and the optional forms of payment permitted under the
           Plan and shall explain the differences between the joint and
           survivor annuity, the life annuity, and the optional forms of
           payment in a manner calculated to be understood by the Participant.
           
6.2   OPTIONAL FORMS OF PAYMENT FOR SECTION 6.1(A) DESIGNATED EMPLOYEES

      Unless otherwise set forth herein, the following optional forms of
      payment shall be available only for those Employees to whom Section 6.1
      of the Plan applies:

      (a)  Joint and Contingent Beneficiary.  Payments to the
           Participant during his lifetime in monthly, quarterly, semiannual,
           or annual cash installments, with payments of either one hundred
           percent (100%), seventy-five percent (75%), or fifty percent (50%)
           of such amount to continue after his death to a Beneficiary
           designated by the Participant for the lifetime of the Beneficiary.
           This option shall be paid for through the purchase of a
           nontransferable annuity contract providing for such payments.

      (b)  Lump Sum. Payment to the Participant of his entire Account
           Balance in cash in one (1) single sum.

      (c)  Installments.  Periodic annual payments to the Participant
           for a specified number of years, not to exceed ten (10) years.

      Distributions may be made over only one (1) of the following periods
      (or a combination thereof):

      (a) The life of the Participant;

      (b)  The life of the Participant and a designated Beneficiary;

      (c)  A period certain not extending beyond the life expectancy of
           the Participant; or

      (d)  A period certain not extending beyond the joint and last
           survivor expectancy of the Participant and a designated Beneficiary.

      If a Participant's spouse is not the designated Beneficiary, the
      method of distribution selected must assure that at least fifty percent
      (50%) of the present value of the amount available for distribution is
      paid within the life expectancy of the Participant.


                                      23
<PAGE>   30


      For purposes of this Plan, life expectancy of a Participant and/or a
      surviving spouse may be recalculated annually if the Participant so
      elects, provided, however, that, absent such election, life expectancy
      shall not be recalculated.

6.3   DEATH BENEFITS

      (a)  Except as otherwise set forth in this Article VI, Section 6.3
           shall apply only to those Employees to whom Section 6.1 of the Plan
           applies.  Section 6.4 shall apply to death benefits for all other
           Employees.

      (b)  If a married Participant dies prior to his Annuity Starting
           Date, payment of the Vested Interest in his Account Balance shall be
           made to the surviving spouse of the Participant in the form of a
           qualified pre-retirement survivor annuity contract providing monthly
           payments to the spouse, unless the Participant has designated
           another Beneficiary in the manner described in Section 6.8, or the
           spouse elects to receive payment in a form set out in Section 6.2.
           The surviving spouse may elect to commence or receive payment as
           soon as administratively feasible after the Participant's death.  In
           order for the designation of a Beneficiary other than the spouse to
           be valid, the designation must have been made after the first day of
           the Plan Year in which the Participant attains age thirty-five (35),
           the designation must contain a waiver of the qualified
           pre-retirement survivor annuity, and the Participant's spouse must
           consent in writing to the waiver of the qualified pre-retirement
           survivor annuity and either to the specific non-spouse Beneficiary
           designation or to a general Beneficiary designation, provided such
           consent acknowledges that the spouse has the right to limit consent
           to a specific Beneficiary and elects to relinquish such right.  A
           valid spousal consent shall be witnessed by either a representative
           of the Plan or a notary public and shall be revocable by the spouse
           at any time prior to the Annuity Starting Date.

           The Plan Administrator shall provide to each Participant a
           written explanation of the qualified pre-retirement survivor annuity
           within the applicable period.  With respect to any Participant, the
           applicable period means whichever of the following periods ends last:

           (1)  The period beginning with the first day of the
                Plan Year in which the Participant attains age thirty-two (32)
                and ending with the close of the Plan Year preceding the
                Plan Year in which the Participant attains age thirty-five (35);

           (2)  A reasonable period ending after the individual
                becomes a Participant; or

           (3)  A reasonable period ending after Section
                401(a)(11) of the Code first applies to the Participant.

           Notwithstanding the foregoing, in the case of a Participant who
           separates from service before attaining age thirty-five (35), the
           applicable period means the period beginning one (1) year before
           the separation from service and ending one (1) year after such
           separation. The written explanation of the qualified pre-retirement
           survivor annuity shall provide comparable notice and information to
           that described in Section 6.1(e) with respect to the joint and
           survivor annuity.
           
           A married Participant may designate a non-spouse Beneficiary prior
           to the first day of the Plan Year in which the Participant attains
           age thirty-five (35) if a written explanation of the pre-retirement
           survivor annuity is 

                                      24
<PAGE>   31


           given to the Participant by the Plan Administrator prior to the
           time of designation.  Such early nonspouse Beneficiary designation
           shall become invalid as of the first day of the Plan Year in which
           the Participant attains age thirty-five (35).  The designation of a
           nonspouse Beneficiary shall be revoked automatically upon the
           marriage or remarriage of the Participant.  Notwithstanding the
           foregoing, the spousal consent requirement shall not apply if it is
           established to the satisfaction of the Plan Administrator either that
           the spouse cannot be located or that other circumstances set forth in
           regulations promulgated under Section 417 of the Code which preclude
           the necessity of the spouse's consent are present with respect to the
           Participant.
           
           If an unmarried Participant dies prior to his Annuity Starting
           Date, or if a married Participant has designated a Beneficiary
           other than his spouse, the Vested Interest in his Account Balance
           shall be paid to his designated Beneficiary in a life annuity or in
           any of the forms permitted under Section 6.2, at the election of
           the Beneficiary.
           
           If the Participant's surviving spouse is his Beneficiary, his
           surviving spouse may elect to receive payments in any of the forms
           permitted under Sections 6.1 or 6.2.
           
      (c)  In the event of the Participant's death prior to the
           commencement of payments, the period over which payments shall be
           made shall not exceed five (5) years, unless one (1) of the
           following exceptions is met:

            (1)  (A) Any portion of the Participant's Account is payable to (or
            for the benefit of) a designated Beneficiary; and

                 (B) Such portion of the Participant's Account shall be
            distributed over a period not extending beyond the life or life
            expectancy of the designated Beneficiary; and

                 (C) Such distribution commences no later than one (1) year
            after the date of the Participant's death.

            (2)  (A) The portion of the Participant's Account to which his
            surviving spouse is entitled shall be distributed over a period not
            extending beyond the life or life expectancy of the surviving
            spouse; and

                 (B) Such distribution commences no later than the date on
            which the Participant would have attained age seventy and one-half
            (70-1/2).

      (d)  If the Participant dies after the commencement of payments,
           the remaining portion of such interest will continue to be
           distributed at least as rapidly as under the method of distribution
           being used prior to the Participant's death.

6.4   NORMAL FORM OF PAYMENT FOR EMPLOYEES

      (a)  For Employees other than those to whom Section 6.1 of the
           Plan applies, the Vested Interest of the Participant's Account
           Balance shall be paid to the Participant or, in the event of his
           death, to his Beneficiary in cash in one (1) single sum; provided,
           however, that those Participants who were participants in the
           retirement plan sponsored by U.S. Robotics Mobile Communications
           Corp. on April 1, 1996, when that retirement plan was merged into
           the Plan, also shall be entitled to the installment form of
           distribution described in Section 6.2.  A Participant or his
           Beneficiary 


                                      25
<PAGE>   32

           shall be entitled to receive his distribution at the time specified
           in Section 6.5.

      (b)  If the Participant's Account Balance at any time prior to
           distribution exceeds three thousand five hundred dollars ($3,500)
           and payment is to be made prior to the Participant attaining age
           sixty-five (65), the Participant must consent in writing to the
           distribution before payment of any portion of the distribution
           commences.  For Employees to whom Section 6.1 of the Plan applies,
           the Participant's spouse also must consent to the early commencement
           of benefits, if such benefits are distributed in any annuity form
           other than a joint and survivor annuity or joint and contingent
           Beneficiary option with the spouse as Beneficiary.

      (c)  If the Vested Interest of the Participant's Account Balance
           (determined as of the Valuation Date coincident with or next
           following his termination of employment) is three thousand five
           hundred dollars ($3,500) or less, payment shall be made as soon as
           practicable after the Participant's termination of employment in one
           (1) single sum cash payment.  For purposes of this paragraph, if the
           Vested Interest of the Participant's Account Balance (determined as
           of the Valuation Date coincident with or next following his
           termination of employment) is zero (0), the Participant shall be
           deemed to have received a distribution of such Vested Interest under
           this paragraph (c).  This paragraph (c) shall apply to all
           Employees, including those to whom Section 6.1 of the Plan applies.

      (d)  If a distribution is one to which Sections 401(a)(11) and 417
           of the Code do not apply, such distribution may be made or commence
           less than thirty (30) days after the notice required under Section
           1.411(a)-11(c) of the Tax Regulations is given provided that:

           (1)  The Plan Administrator clearly informs the
                Participant that the Participant has a right to a period of at
                least thirty (30) days after receiving the notice to consider
                the decision of whether or not to elect a distribution (and,
                if applicable, a particular distribution option), and
           
           (2)  The Participant, after receiving the notice,
                affirmatively elects a distribution.
           
      (e)  If a distribution is one to which Sections 401(a)(11) and 417
           of the Code do apply, such distribution may be made or commence less
           than thirty (30) days  after written explanation of the forms of
           distribution is given (but not sooner than seven (7) days after such
           explanation is given), provided the requirements set forth in
           Section 1.417(e)-1T of the Tax Regulations are met.

      (f)  Notwithstanding any provision of the Plan to the contrary, a
           Distributee may elect, at the time and in the manner prescribed by
           the Plan Administrator, to have any portion of an Eligible Rollover
           Distribution paid directly to an Eligible Retirement Plan
           specified by the Distributee in a Direct Rollover.

           For purposes of this paragraph (f):
           (1)  Eligible Rollover Distribution means 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


                                      26
<PAGE>   33

                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 Section 401(a)(9) of the Code; and the portion
                of any distribution that is not includible in gross income
                (determined without regard to the exclusion for net unrealized
                appreciation with respect to employer securities).
           
           (2)  Eligible Retirement Plan means an individual
                retirement account described in Section 408(a) of the Code, an
                individual retirement annuity described in Section 408(b) of
                the Code, an annuity plan described in Section 403(a) of the
                Code, or a qualified trust described in Section 401(a) of the
                Code, that accepts the Distributee's Eligible Rollover
                Distribution.  However, in the case of an Eligible Rollover
                Distribution to a surviving spouse, an Eligible Retirement
                Plan is an individual retirement account or individual
                retirement annuity.
           
           (3)  Distributee means 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 Section 414(p) of the
                Code, are Distributees with regard to the interest of the
                spouse or former spouse.
           
           (4)  Direct Rollover means a payment by the Plan to
                the Eligible Retirement Plan specified by the Distributee.
           
6.5   TIME OF PAYMENT

      Subject to the provisions of Sections 6.3(c) and (d), 6.4 and 6.7,
      payment shall be made or shall commence at the later of:

      (a)  Sixty (60) days after the close of the Plan Year in which the
           Participant attains (or would have attained) Normal Retirement Age,
           or

      (b)  Sixty (60) days after the close of the Plan Year in which the
           employment of the Participant terminates,

      unless the Participant or, in the event of his death, his
      Beneficiary, requests payment at an earlier date, but subsequent to his
      termination of employment.  In such event, payment shall be made or shall
      commence as soon as practicable after the date payment is requested, and
      based upon the Participant's Account Balance as of the Valuation Date
      coincident with the date the payment is processed.  Notwithstanding the
      foregoing, in all cases payment shall be made or shall commence by the
      April 1 immediately following the year in which the Participant attains
      the age of seventy and one-half (70-1/2), even if he has not retired.
      The preceding sentence shall not apply to a Participant who (1) has made
      a written election to receive his benefits under the Plan at a later date
      in accordance with Section 242(b) of the Tax Equity and Fiscal
      Responsibility Act of 1982, or (2) has attained age seventy and one-half
      (70-1/2) before January 1, 1988 and who was not a five percent (5%) owner
      of a Company at any time during the Plan Year ending with or within the
      calendar year in which such individual attained age sixty-six and
      one-half (66-1/2) or any subsequent Plan Year.

6.6   DISTRIBUTION OF UNALLOCATED CONTRIBUTIONS


                                      27
<PAGE>   34


      If on the date of termination of a Participant's employment the
      Company shall be holding contributions made on behalf of the Participant
      but not yet allocated to his Accounts, the Company shall pay such amounts
      either directly to the Participant (or his Beneficiary, as the case may
      be) or to the Trustee, to be distributed by the Trustee in accordance
      with the method of distribution determined under this Article VI.

6.7   CERTAIN RETROACTIVE PAYMENTS

      If the amount of the payment required to be made or commence on the
      date determined under Sections 6.1, 6.2, or 6.4 cannot be ascertained by
      such date, a payment retroactive to such date may be made no later than
      sixty (60) days after the earliest date on which the amount of such
      payment can be ascertained under the Plan.

6.8   BENEFICIARY

      (a)  If a Participant is married on the date of his death, the
           Beneficiary of such Participant shall be his spouse unless the
           Participant's spouse consents in writing not, wholly or in part, to
           be said Beneficiary.  The spouse's consent must acknowledge the
           effect of such consent not to be the Participant's Beneficiary and
           such written consent must be witnessed either by the Plan
           Administrator or by a notary public.  The consent must either be
           limited to a benefit for a specific alternate Beneficiary or may, in
           the alternative, provide for a general Beneficiary designation,
           provided such general consent acknowledges that the spouse has the
           right to limit consent to a specific Beneficiary and elects to
           relinquish such right.  The designation of a non-spouse Beneficiary
           shall be automatically revoked upon the marriage or remarriage of a
           Participant.  Notwithstanding the foregoing, this paragraph (a)
           shall not apply if it is established to the Plan Administrator's
           satisfaction either that the spouse cannot be located or that other
           circumstances set forth in regulations promulgated under Section 417
           of the Code which preclude the necessity of the spouse's consent are
           present with respect to the Participant.
      (b)  Except as otherwise provided in paragraph (a), each
           Participant shall have the right to designate, by giving a written
           designation to the Plan Administrator, a Beneficiary to receive any
           death benefit which may become payable upon the death of such
           Participant.  Successive designations may be made, and the last
           designation received by the Plan Administrator prior to the death of
           the Participant shall be effective and shall revoke all prior
           designations.  If a designated Beneficiary shall die before the
           Participant, his interest shall terminate, and, unless otherwise
           provided in the Participant's designation, such interest shall be
           paid in equal shares to those Beneficiaries, if any, who survive the
           Participant.  Except as otherwise provided in paragraph (a), the
           Participant shall have the right to revoke the designation of any
           Beneficiary without the consent of the Beneficiary.

      (c)  If a Participant shall fail to designate a Beneficiary, if
           such designation shall for any reason be illegal or ineffective, or
           if no Beneficiary shall survive the Participant (or survive until
           the date all payments are made hereunder), his death benefits shall
           be paid:

           (1) To his surviving spouse;

           (2)  If there is no surviving spouse, to his
                descendants (including legally adopted children and their
                descendants) per stirpes; or


                                      28
<PAGE>   35


           (3)  If there is neither a surviving spouse nor
                surviving descendants, to the estate of the Participant.

      (d)  The Plan Administrator may determine the identity of the
           distributees and in so doing may act and rely upon any information
           it may deem reliable upon reasonable inquiry, and upon any
           affidavit, certificate, or other paper believed to be genuine, and
           upon any evidence believed by it to be sufficient.

6.9   ADMINISTRATIVE POWERS RELATING TO PAYMENTS

      If a Participant or Beneficiary is under a legal disability or, by
      reason of illness or mental or physical disability, is unable, in the
      opinion of the Plan Administrator, to attend properly to his personal
      financial matters, the Trustee may make such payments in such of the
      following ways as the Plan Administrator shall direct:

      (a)  Directly to such Participant or Beneficiary;

      (b)  To the legal representative of such Participant or
           Beneficiary; or

      (c)  To some relative by blood or marriage, or friend, for the
           benefit of such Participant or Beneficiary.

      Any payment made pursuant to this Section 6.9 shall be in complete
      discharge of the obligation for such payment under the Plan.

6.10  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

      In the event that all, or any portion, of the distribution payable
      to a Participant or his Beneficiary hereunder shall, at the expiration of
      five (5) years after it shall become payable, remain unpaid solely by
      reason of the Plan Administrator being unable, after sending a certified
      or registered letter, return receipt requested, to the last known
      address, and after further diligent effort, to ascertain the whereabouts
      of such Participant or his Beneficiary, the amount so distributable shall
      be treated in the same manner as a Forfeiture under this Plan.  If a
      Participant or Beneficiary is subsequently located, such benefit shall be
      restored from any Forfeitures made during the Plan Year in which the
      Participant or Beneficiary is located.  If the Forfeitures in the year of
      location are insufficient to restore the forfeited amount, the remainder
      shall be restored by a Company contribution.


                                    ARTICLE
                                       7.

                                  WITHDRAWALS

7.1   AVAILABILITY OF LOANS

      Upon application by an Employee who is a Participant or any other
      party-in-interest, as defined in Section 3(14) of ERISA, the Trustee may
      lend such Employee or other party-in-interest an amount such that the
      aggregate of all of his outstanding loans under this Plan and all other
      plans maintained by his Company or an Affiliate does not exceed the
      lesser of: (1) fifty thousand dollars ($50,000) (reduced by the excess,
      if any, of (A) the highest outstanding balance of loans from the Plan and
      all other plans maintained by his Company or an Affiliate during the one
      (1) year period ending on the day before the date on 


                                       29
<PAGE>   36

      which such loan is made over (B) the outstanding balance of loans from the
      Plan and all other plans maintained by his Company or an Affiliate on the
      date on which such loan is made); or (2) an amount which does not exceed
      one-half (1/2) of the Vested Interest of his Account Balances, if any,
      under the Plan as of the date on which the loan is approved.  All loans
      shall follow a uniform, nondiscriminatory policy.  Loans shall not        
      be made available to Highly Compensated Employees in an amount greater
      than the amount made available to other Employees.

      In addition to such rules and regulations as the Plan Administrator
      may adopt, all loans shall comply with the following terms and
      conditions:

      (a)  An application for a loan by an Employee or other
           party-in-interest shall be made in writing to the Plan
           Administrator, whose action thereon shall be final.  The Plan
           Administrator shall specify the form of the application and any
           supporting data required.

      (b)  The period of repayment for any loan shall be five (5) years,
           unless the loan is used to acquire a dwelling unit which within a
           reasonable time shall be used as the principal residence of the
           Employee or other party-in-interest, in which case the period of
           repayment shall be determined by the Plan Administrator but shall
           not be greater than thirty (30) years or the number of years until
           the Employee attains his Normal Retirement Age, whichever is less.
           Loans shall be repayable in substantially equal amortized
           installments of both principal and interest payable not less
           frequently than quarterly.  Loans to Employees shall be repaid
           through automatic payroll deduction, and for parties-in-interest who
           are  not Employees, on such other terms and conditions as the Plan
           Administrator deems appropriate.  To the extent that such loan is
           unpaid at the time a distribution of such Participant's Accounts
           becomes payable, such unpaid amount shall be deducted from the
           amount otherwise payable from his Account.  Any loan described in
           this Section 7.1 shall be considered an investment of the Account
           from which it was borrowed. Such Account shall not share in the
           allocation of earnings under Sections 4.2 or 8.4 to the extent of
           such loan.

      (c)  Each loan shall bear interest at a fixed rate which is one
           percent (1%) above the prime rate, as such rate is reported from
           time to time in the Wall Street Journal.

      (d)  Each loan shall be supported by collateral equal to no more
           than fifty percent (50%) of the Employee's or other
           party-in-interest's entire Vested Interest in the Trust.  A loan
           also shall be supported by the Employee's or other
           party-in-interest's promissory note for the amount of the loan,
           including interest, payable to the order of the Trustee.  The
           promissory note shall require that the unpaid principal and interest
           will become due and payable if a loan payment is not made by the
           last day of the calendar year quarter following the calendar year
           quarter in which the installment was due and owing.  In the event of
           default, foreclosure on the note and attachment of security will not
           occur until a distributable event occurs in the Plan.

      (e)  Each loan shall be in an amount not less than one thousand
           dollars ($1,000.00), and no more than two (2) loans may be
           outstanding at any one time.


7.2 HARDSHIP WITHDRAWALS

                                      30
<PAGE>   37



      A Participant may elect in writing (or in such other form as may be
      permitted from time to time by the Plan Administrator) to withdraw any
      amount from his Employee Salary Reduction Contribution Account or
      Rollover Account at any time subject to the following conditions:

      (a)  The distribution of a Participant's Employee Salary Reduction
           Contribution Account or Rollover Account shall not commence prior to
           his death, Total and Permanent Disability, Normal Retirement Age, or
           termination of employment, except upon his demonstration of
           financial hardship or as permitted under Section 7.3.  A
           distribution based upon financial hardship may be made only if the
           Participant has an immediate and heavy financial need, and cannot
           exceed the amount required to satisfy such financial need, which
           may not be satisfied from other resources reasonably available to the
           Participant.  The determination of the existence of an immediate and
           heavy financial need and the amount required to be distributed to
           meet the need created by the hardship must be made by the Plan
           Administrator in accordance with uniform and nondiscriminatory
           standards applicable to all Participants. Notwithstanding the
           preceding sentence, a Participant shall be deemed to have an
           immediate and heavy financial need if the distribution is on account
           of:

           (1)  Medical expenses described in Code Section 213(d)
                incurred by the Participant, the Participant's spouse or any
                of the Participant's dependents (as defined in Code Section
                152);
           
           (2)  The purchase (excluding mortgage payments) of a
                principal residence of the Participant;
           
           (3)  Payment of tuition and related educational fees
                for the next twelve (12) months of post-secondary education
                for the Participant, his spouse, children or dependents;
           
           (4)  The need to prevent the eviction of the
                Participant from his principal residence or foreclosure on the
                mortgage of the Participant's principal residence; or
           
           (5)  Any other emergency that the Plan Administrator,
                pursuant to a uniform and nondiscriminatory policy and in
                accordance with guidelines issued by the Internal Revenue
                Service, deems a bona fide financial emergency.
           
           Further, and notwithstanding the foregoing, the distribution
           shall be considered necessary to satisfy the financial need if the
           requirements set forth in paragraph (b) below are satisfied or if the
           Plan Administrator reasonably relies upon the Participant's
           representation that the distribution is not in excess of his
           immediate and heavy financial need and that he cannot satisfy his
           financial need by:

           (1)  Reimbursement or compensation by insurance;
           
           (2)  Reasonable liquidation of the Participant's
                assets, including those of his spouse and minor children that
                are reasonably available to him;
           
           (3)  Cessation of Employee Salary Reduction
                Contributions under the Plan; and
           


                                      31
<PAGE>   38

           (4)  Obtaining other distributions or loans from this
                Plan or other plans maintained by his Company, or by borrowing
                from commercial sources on reasonable commercial terms.
           
      (b)  A distribution shall be deemed necessary to satisfy an
           immediate and heavy financial need if:

           (1)  The distribution is not in excess of the amount
                of the immediate and heavy financial need of the Participant;
           
           (2)  The Participant has obtained all distributions,
                other than hardship distributions, and all nontaxable loans
                currently available under all plans maintained by his Company;
                and
           
           (3)  The Participant does not make elective deferrals
                or employee contributions under any plan maintained by his
                Company for a twelve (12) month period following the date of
                receipt of the hardship distribution, nor does he make
                elective deferrals under any plan maintained by his Company for
                the taxable year immediately following the taxable year of the
                hardship distribution in excess of the limitation imposed by
                Section 402(g) of the Code for such next taxable year, less the
                amount of such Participant's elective deferrals for the taxable
                year of the hardship distribution.

      (c)  The Participant must request a hardship withdrawal in writing
           on a form provided by the Plan Administrator, or in such other form
           or manner as the Plan Administrator may from time to time determine.
           The Plan Administrator shall specify any supporting data required
           and shall follow a uniform, nondiscriminatory policy in determining
           the eligibility for, and timing of, hardship withdrawals.

      (d)  A Participant shall be entitled to a hardship withdrawal
           pursuant to this Section 7.2 from that portion of his Employee
           Salary Reduction Contribution Account that represents his Employee
           Salary Reduction Contributions, but not on that portion that
           represents any earnings credited on such Account.

7.3   OTHER WITHDRAWALS

      By delivery of a request to the Plan Administrator, in such form or
      manner as the Plan Administrator may from time to time determine, and
      with thirty (30) days prior advance notice, a Participant who still is
      employed by a Company and who has attained age fifty-nine and one-half
      (59 1/2) years may elect to withdraw all or any portion (but not less
      than one thousand dollars ($1,000) in any one request) of the Vested
      Interest of his Company Contribution Account, Matching Contribution
      Account, Employee Salary Reduction Contribution Account, or Rollover
      Account.  Withdrawal of all or part of the Vested Interest of a
      Participant's Account Balance pursuant to this Section 7.3 shall not
      affect the Participant's right to continue participation under the Plan.
      In addition, notwithstanding the foregoing paragraphs of this Article
      VII, in the event of the termination of the Plan without establishment of
      a successor plan or upon the occurrence of the circumstances defined in
      Code Section 401(k)(10)(A)(ii) and (iii), the distribution of all of a
      Participant's Accounts shall be permitted.


                                    ARTICLE
                                       8.
                              MANAGEMENT OF FUNDS



                                      32
<PAGE>   39

8.1   TRUSTEE AND TRUST AGREEMENT

      A Trustee shall be appointed by the Company to administer the Trust
      Fund.  The Trustee shall serve at the pleasure of the Company and shall
      have the rights, powers, and duties set forth in the Trust Agreement,
      under which Trust Agreement the Trustee shall receive contributions from
      each Company.  All assets of the Trust Fund shall be held, invested, and
      reinvested by the Trustee, subject to the terms of the Trust Agreement.

8.2   ASSETS OF THE TRUST FUND

      All contributions under this Plan shall be paid to the Trustee and,
      except as provided in Section 8.3, all assets of the Trust Fund,
      including income from investments and from all other sources, shall be
      retained for the exclusive benefit of Participants and their
      Beneficiaries, and shall be used to pay benefits to such persons or to
      pay reasonable expenses of administration of the Plan and the Trust to
      the extent not paid by a Company.

8.3   TRUST CONTRIBUTIONS

      All Company Contributions, Employee Salary Reduction Contributions,
      Matching Contributions, and Rollover Contributions will be paid into the
      Trust, and all benefits payable under the Plan will be paid from the
      Trust. No part of the corpus or income of the Trust shall revert to a
      Company or be used for, or diverted to, purposes other than for the
      exclusive benefit of Participants and their Beneficiaries.  All
      contributions are expressly conditioned upon the deductibility under
      Section 404 of the Code of contributions made to provide Plan benefits; to
      the extent the deductions are disallowed, such contributions shall be
      returned to the Company denied the deduction within one (1) year after the
      disallowance of the deduction.  A contribution which was made by a mistake
      of fact shall be returned to the Company which made the contribution
      within one (1) year after payment of such contribution.

8.4   DIRECTED INVESTMENT ACCOUNTS

      (a)  The Company may establish separate investment funds in which
           the assets of the Trust will be held.  Upon such establishment, the
           Trustee shall, if the Plan Administrator so directs, and in
           accordance with the Trust Agreement, permit the Participants to
           direct the Trustee as to the investment of all or a portion of their
           Account Balances.  If such authorization is given by the Plan
           Administrator, Participants may, subject to a procedure established
           and applied in a uniform and nondiscriminatory manner, direct the
           Trustee to invest their Account Balances in a specific investment
           fund or funds, including Company securities or real property and
           other investments permitted under this Plan.  To the extent so
           directed, and as permitted by law, the Trustee and the Plan
           Administrator shall be relieved of their fiduciary responsibilities
           under Section 404 of ERISA.  That portion of the Account of any
           Participant so directed will thereupon be considered a "Directed
           Investment Account," which shall not share in Trust Fund earnings
           nor be taken into consideration for purposes of Section 4.2.  In
           lieu thereof, the Trustee shall, following the end of each Valuation
           Date, value all assets of the Trust Fund, allocate net gains or
           losses, and process additions to and withdrawals from Participants'
           Account Balances in the following manner:

           (1)  The Trustee shall first compute the fair market
                value of securities and/or the other assets comprising each
                investment fund.  Each 

                                      33
<PAGE>   40

                Account Balance shall be adjusted each  business day by applying
                the closing market price of the investment fund on the current
                business day to the share/unit balance of the investment fund as
                of the close of business on the current business day.

           (2)  The Trustee then shall account for any requests
                of additions or withdrawals made to or from a specific
                designated investment fund by any Participant, including
                allocations of contributions.  In completing the valuation
                procedure described above, such adjustments in the amounts
                credited to such accounts shall be made on the business day to
                which the investment activity relates.  Contributions received
                by the Trustee pursuant to the Plan shall not be taken into
                account until the Valuation Date coinciding with or next
                following the date such contribution was both actually paid to
                the Trustee and allocated among Account Balances of the
                Participants.
           
           (3)  Notwithstanding paragraphs 1 and 2 above, if a
                pooled investment fund is created as a designated fund for
                Participants, valuation of the pooled investment fund and
                allocation of earnings of the pooled investment fund shall be
                governed by any agreement of such pooled investment fund.  The
                provisions of any agreement shall be incorporated by reference
                in this Section 8.4.
           
            It is intended that this Section 8.4 operate to distribute among
            each Participant all income of the Trust Fund and changes in the
            value of the assets of the Trust Fund.

      (b)   A separate Directed Investment Account shall be established
            for each Participant who has directed an investment.  Transfers
            between a Participant's regular account, if any, and his Directed
            Investment Account shall be charged and credited as the case may be
            to each account.

      (c)   All investments, including that of any common stock, shall be
            held in the name of the Trustee or one or more of its nominees as
            provided in the Trust Agreement.

      (d)   Each Participant shall file an investment election with, and
            on a form or in the manner provided by, the Plan Administrator at
            the time he becomes a Participant in the Plan.  A Participant may   
            change his investment fund elections regarding existing Account
            Balances and future contributions pursuant to procedures established
            by the Plan Administrator.  A Participant also may transfer amounts
            attributable to prior contributions among the investment funds
            pursuant to such procedures.  All investments and changes must be
            made in multiples of one percent (1%).  Elections shall become
            effective as soon as practicable after receipt by the Plan
            Administrator, subject to such limitations and restrictions as the
            Plan Administrator may, from time to time, establish.

      (e)   If no election form has been executed by the Participant for
            his Directed Investment Account, his entire Account Balance shall be
            invested by the Trustee pursuant to the Trust Agreement.


                                    ARTICLE
                                       9.

                             ADMINISTRATION OF PLAN


                                      34
<PAGE>   41


9.1   PLAN ADMINISTRATOR

      The Company shall be the Plan Administrator.  The Company may
      appoint one (1) or more persons or institutions to act as its agent or
      delegate to aid in carrying out its administrative duties.  Absent the
      written consent of the Plan Administrator, any such person or institution
      shall perform such duties within the framework of policies,
      interpretations, rules, practices and procedures established by the Plan
      Administrator.  The Company may, in its discretion, appoint an Investment
      Manager to manage all or a designated portion of the assets of the Plan.
      In such event, the Plan Administrator shall direct the Trustee to follow
      the directive of the Investment Manager in investing the assets of the
      Plan managed by the Investment Manager.

9.2   RIGHTS, POWERS AND DUTIES OF PLAN ADMINISTRATOR

      The Plan Administrator shall have such authority as may be necessary
      to discharge its responsibilities under the Plan, including the following
      rights, powers, and duties:

      (a)  The Plan Administrator shall adopt rules governing its
           procedures not inconsistent herewith, and shall keep a permanent
           record of its meetings and actions.  The Plan Administrator shall
           administer the Plan uniformly and consistently with respect to
           persons who are similarly situated.  The Plan Administrator shall
           maintain the Accounts of Participants and Beneficiaries under the
           Plan or shall cause them to be maintained under its direction.

      (b)  The Plan Administrator shall direct the Trustee to make
           payments from the Trust Fund to persons who qualify for such
           payments hereunder.  Such order to the Trustee shall provide the
           Trustee with appropriate directions as to the determination of
           distributions hereunder.

      (c)  The Plan Administrator shall not take action or direct the
           Trustee to take any action with respect to any of the benefits
           provided hereunder which would be discriminatory in favor of those
           Participants or Employees who are officers, shareholders, or Highly
           Compensated Employees.

      (d)  The Plan Administrator shall have the sole responsibility for
           the administration of the Plan, and, except as herein expressly
           provided, the Plan Administrator shall have the exclusive right to
           interpret the provisions of the Plan and to determine any question
           arising hereunder or in connection with the administration of the
           Plan, including the remedying of any omission, inconsistency, or
           ambiguity, and its decision or action in respect thereof shall be
           conclusive and binding upon any and all Participants, former
           Participants, Beneficiaries, heirs, distributees, executors,
           administrators, successors, and assigns.

      (e)  The Plan Administrator may employ such counsel and agents in
           such clerical, medical, legal, accounting, and other services as it
           may require in carrying out the provisions of the Plan.

      (f)  Participants or their Beneficiaries shall be notified by the
           Plan Administrator of their right to receive benefits.  The Plan
           Administrator shall establish a uniform procedure for such
           notification.

      (g)  The Plan Administrator shall establish reasonable procedures
           for the proper operation of Section 414(p) of the Code with respect
           to "qualified domestic 


                                      35
<PAGE>   42

           relations orders", as defined therein, including but not
           limited to, establishing appropriate procedures, authorizing the
           establishment of new Accounts, and directing distributions from 
           such Accounts.
      (h)  The Plan Administrator may establish procedures which a
           Participant must follow in verifying maternity or paternity leave
           and the length thereof.

      (i)  The Plan Administrator shall consult with each Company and
           the Trustee regarding the short and long term liquidity needs of the
           Plan in order that the Trustee, to the extent it exercises any
           investment discretion, can exercise such discretion in a manner
           designed to accomplish specific objectives.

      (j)  The Plan Administrator may perform any and all other
           functions as reasonably necessary to administer the Plan.

9.3   EXERCISE OF PLAN ADMINISTRATOR'S DUTIES

           The Plan Administrator shall discharge its duties solely in the
      interest of Participants and their Beneficiaries:

      (a)  For the exclusive purposes of providing benefits to such
           Participants and Beneficiaries and, in the discretion of the
           Company, defraying reasonable expenses of Plan administration; and

      (b)  With the care, skill, prudence, and diligence under the
           circumstances then prevailing that a prudent man acting in a like
           capacity and familiar with such matters would use in the conduct of
           an enterprise of a like character.

9.4   INDEMNIFICATION OF FIDUCIARIES

      The Company shall indemnify all of its officers, representatives,
      and Employees assigned fiduciary responsibility under Federal law to the
      extent that such officers, representatives, or Employees incur loss or
      damage which may result from such officers' or representatives' or
      Employees' duties, exercises of discretion under the Plan, or any other
      acts or omissions hereunder.  Such duties, exercises of discretion, acts
      or omissions shall not be indemnified by the Company in the event that
      such loss or damage is judicially determined or
      agreed by the officers, representatives, or Employees to be due to their
      respective gross negligence or willful misconduct.

9.5   COMPENSATION

      Any individuals acting as Plan Administrator or as agent of the Plan
      Administrator shall serve without compensation for services as such, but
      all proper expenses incurred by the individual incident to the
      functioning of the Plan shall be paid by the Company.

                                      36



<PAGE>   43

9.6   EXPENSES

      All expenses of administration may be paid out of the Trust Fund
      unless paid by a Company or the Participant.  Such expenses shall include
      any expenses incident to the functioning of the Plan Administrator,
      including, but not limited to fees of accountants, counsel and other
      specialists and their agents, and other costs of administering the Trust
      Fund.


                                    ARTICLE
                                      10.

                               CLAIMS PROCEDURES

10.1  CLAIMS REVIEW

      Any Participant or Beneficiary who wishes to request review of a
      claim for benefits or who wishes an explanation of a benefit or its
      denial may direct to the Plan Administrator a written request for such
      review.  The Plan Administrator shall respond to the request by issuing a
      notice to the claimant, posted by first-class mail to the address of
      record of the claimant as soon as possible, but in no event later than
      ninety (90) days from the date of the request.  This notice furnished by
      the Plan Administrator shall be written in a manner calculated to be
      understood by the claimant and shall include the following:

      (a)  The specific reason or reasons for any denial of benefits;

      (b)  The specific Plan provisions on which any denial is based;

      (c)  A description of any further material or information which is
           necessary for the claimant to perfect his claim and an explanation
           of why the material or information is needed; and

      (d)  An explanation of the Plan's claim appeals procedure.

      If the claimant does not respond to the notice, posted by
      first-class mail to the address of record of the Plan Administrator,
      within one hundred twenty (120) days from the posting of the notice, the
      claimant shall be considered satisfied in all respects.  If the Plan
      Administrator fails to respond to the claimant's written request for a
      review, the claimant shall be entitled to proceed to the claim appeals
      procedure described in Section 10.2.

10.2  APPEALS PROCEDURE

      In the event that the claimant wishes to appeal the claim review
      denial, the claimant or his duly authorized representative may submit to
      the Plan Administrator, within one hundred twenty (120) days of the
      posting of the notice, a written notification of appeal of the claim
      denial.  The notification of appeal of the claim denial shall permit the
      claimant or his duly authorized representative to utilize the following
      claim appeals procedures:

      (a)  To review pertinent documents; and

      (b)  To submit issues and comments in writing to which the Plan
           Administrator shall respond.


                                      37
<PAGE>   44


      The Plan Administrator shall furnish a written decision on the
      appeal no later than sixty (60) days after receipt of the notification of
      appeal, unless special circumstances require an extension of the time for
      processing the appeal.  In no event, however, shall the Plan
      Administrator respond later than one hundred twenty (120) days after a
      request for an appeal. The decision on appeal shall be in writing and
      shall include specific reasons for the decision, and shall be
      written in a manner calculated to be understood by the claimant and
      contain specific reference to the pertinent Plan provisions on which the
      decision is based.


                                    ARTICLE
                                      11.

                           AMENDMENT AND TERMINATION

11.1  TERMINATION

      (a)  It is the expectation of the Company that it shall continue
           this Plan and the payment of contributions hereunder indefinitely,
           but the continuation of the Plan is not assumed as a contractual
           obligation of the Company, and the right is reserved by the Company
           at any time to terminate the Plan, and each Participating Employer
           in adopting this Plan, consents to any such termination.  The
           Company, by resolution of the Board, may terminate the Plan with
           respect to any or all Participating Employers.  Each Company, by a
           resolution of its Board of Directors, may terminate its
           participation in the Plan.  If participation in the Plan is
           terminated by fewer than all Participating Employers, it shall
           continue in effect for Participants employed by the remaining
           Participating Employers.  In the event that the Plan is terminated
           in whole or part or if contributions by a Company are permanently
           discontinued, the interest of all affected Participants shall be
           fully vested and nonforfeitable.

      (b)  A Plan termination shall become effective as of the date of
           the Board action or any subsequent date determined by the Board.

      (c)  Upon complete termination of the Plan, further payment of
           Company Contributions to the Trust shall cease.  The Plan
           Administrator shall notify each affected Participant of the
           termination of the Plan.  Each affected Participant shall be
           entitled to receive the entire amount of his Account Balances and
           the Plan Administrator shall direct the Trustee to make payment to
           each such Participant of such amount in cash or in assets of the
           Trust Fund, as the Plan Administrator shall determine.

11.2  RIGHT TO AMEND, MODIFY, CHANGE OR REVISE PLAN

      The Company, by appropriate action of its Board, may at any time and
      from time to time amend, modify, change, or revise this Plan in whole or
      in part.  Each Participating Employer, in adopting this Plan, consents to
      any such amendment, modification, change, or revision; provided however:

      (a)  That no amendment shall have the effect of vesting in any
           Company any interest in or control of any funds, securities, or
           other property subject to the terms of the Trust;

      (b)  That no amendment shall authorize or permit at any time any
           part of the corpus or income of the Trust Fund to be used for or
           diverted to purposes 

                                      38
<PAGE>   45

           other than for the benefit of Participants and their
           Beneficiaries, except as provided in Section 8.3;

      (c)  That no amendment shall have any retroactive effect as to
           deprive any Participant or Beneficiary of any benefit already
           accrued, save only that no amendment made in conformance with the
           provisions of the Code or any other statute relating to employees'
           trusts, or of any official regulation or rulings issued pursuant
           thereto, shall be considered prejudicial to the rights of any
           Participant or Beneficiary; and

      (d)  That no amendment shall eliminate an optional form of benefit
           or decrease an Account Balance.

11.3  MERGER AND CONSOLIDATION OF PLAN; TRANSFER OF PLAN ASSETS

      In the case of any merger or consolidation with or transfer of assets and
      liabilities to any other plan, provisions shall be made so that each
      Participant in the Plan on the date thereof (if the Plan then terminated)
      would receive a benefit immediately after the merger, consolidation, or
      transfer which is equal to or greater than the benefit he would have been
      entitled to receive immediately prior to the merger, consolidation, or
      transfer (if the Plan had terminated).


                                      39


<PAGE>   46


                                    ARTICLE
                                      12.

                              TOP-HEAVY PROVISIONS

12.1  DEFINITIONS

      COMPENSATION means compensation as defined under Section 414(q)(7)
      of the Code.

      DETERMINATION DATE means, with respect to any Plan Year, the last
      calendar day of the immediately preceding Plan Year or, in the case of
      the first Plan Year, the last calendar day of the first Plan Year.

      KEY EMPLOYEE means any Employee or former Employee (or any
      Beneficiary of such Employee) who, at any time during the Plan Year or
      any of the four (4) immediately preceding Plan Years (or, if fewer, the
      total number of Plan Years during which the Plan has been in effect) is
      or was:

      (a)  An officer of a Company or an Affiliate whose compensation
           exceeds fifty percent (50%) of the amount in effect under Section
           415(b)(1)(A) of the Code for such Plan Year;

      (b)  One (1) of the ten (10) Employees whose compensation exceeds
           the amount in effect under Section 415(c)(1)(A) of the Code and who
           owns (or is considered to own under Section 318 of the Code) one (1)
           of the largest interests in a Company or an Affiliate;

      (c)  A five percent (5%) owner of a Company; or

      (d)  A one percent (1%) owner of a Company whose annual
           compensation from a Company and Affiliates exceeds one hundred fifty
           thousand dollars ($150,000).

      An officer is defined as an actual officer of a Company or an
      Affiliate; provided, however, that not more than the greater of three (3)
      Employees or ten percent (10%) of the Employees (but in no event more
      than fifty (50) Employees) shall be considered as officers in determining
      whether the Plan is Top-heavy.

      NON-KEY EMPLOYEE means any Employee who is not a Key Employee.

      PERMISSIVE AGGREGATION GROUP means the Required Aggregation Group of
      plans plus any other plan or plans of a Company or an Affiliate which,
      when considered as a group with the Required Aggregation Group, would
      continue to satisfy the requirements of Sections 401(a)(4) and 410 of the
      Code.

      REQUIRED AGGREGATION GROUP means the group of:

      (a)  Each qualified plan of a Company or an Affiliate in which at
           least one (1) Key Employee participates; and

      (b)  Any other qualified plan of a Company or an Affiliate which
           enables a plan described in paragraph (a) above to meet the
           requirements of Section 401(a)(4) or Section 410 of the Code.

      TOP-HEAVY

                                      40
<PAGE>   47

      The Plan shall be deemed to be Top-heavy for any Plan Year if, as of
      the Determination Date for such Plan Year, any of the following
      conditions exists:

      (a)  If the Top-heavy Ratio for the Plan exceeds sixty percent
           (60%) and the Plan is not part of a Required Aggregation Group of
           plans or a Permissive Aggregation Group of plans;

      (b)  If the Plan is part of a Required Aggregation Group of plans
           (but is not part of a Permissive Aggregation Group of plans) and the
           Top-heavy Ratio for the group of plans exceeds sixty percent (60%);
           or

      (c)  If the Plan is part of a Required Aggregation Group of plans
           and part of a Permissive Aggregation Group of plans and the
           Top-heavy Ratio for the Permissive Aggregation Group of plans
           exceeds sixty percent (60%).

      TOP-HEAVY RATIO

      (a)  If a Company or an Affiliate maintains one (1) or more
           defined contribution plans (including any simplified employee
           pension plan) and such Company or Affiliate has not maintained any
           defined benefit plan which, during the five (5) Plan Year period
           ending on the Determination Date, has or has had any accrued
           benefits, the Top-Heavy Ratio for the Plan or for the Required
           Aggregation Group or the Permissive Aggregation Group, as
           appropriate, shall be a fraction, the numerator of which is the sum
           of the account balances of all Key Employees under the aggregated
           defined contribution plans as of the Determination Date (including
           any part of any account balance distributed in the five (5) Plan
           Year period ending on the Determination Date) and the denominator of
           which is the sum of all account balances (including any part of any
           account balance distributed in the five (5) Plan Year period ending
           on the Determination Date) of all Participants as of the
           Determination Date, both computed in accordance with Section 416 of
           the Code.  The numerator and denominator of the Top-heavy Ratio
           shall be adjusted to reflect any contribution not actually made as
           of the Determination Date, but which is required to be taken into
           account on that date under Section 416 of the Code.
      (b)  If a Company or an Affiliate maintains or has maintained one
           (1) or more defined contribution plans (including any simplified
           employee pension plan) and such Company or Affiliate maintains or
           has maintained one (1) or more defined benefit plans which, during
           the five (5) Plan Year period ending on the Determination Date, has
           or has had any accrued benefits, the Top-heavy Ratio for the
           Required Aggregation Group or the Permissive Aggregation Group, as
           appropriate, shall be a fraction, the numerator of which is the sum
           of the account balances of all Key Employees under the aggregated
           defined contribution plans and the present value of the accrued
           benefits of all Key Employees under the aggregated defined benefit
           plans as of the Determination Date, and the denominator of which is
           the sum of the account balances of all Participants under the
           aggregated defined contribution plans and the present value of the
           accrued benefits of all Participants under the aggregated defined
           benefit plans as of the Determination Date, determined in accordance
           with Section 416 of the Code.  The numerator and denominator of the
           Top-heavy Ratio shall be adjusted for any distribution of an account
           balance or accrued benefit made in the five (5) Plan Year period
           ending on the Determination Date and any contribution due but unpaid
           as of the Determination Date.

      (c)  For purposes of paragraphs (a) and (b) above, the value of
           the account balances and the present value of the accrued benefits
           shall be determined as of the most recent Valuation Date occurring
           within the twelve (12) month 

                                      41
<PAGE>   48

           period ending on the Determination Date, except as provided in
           Section 416 of the Code for the first and second Plan Years of
           a defined benefit plan.  The accrued benefits of Non-Key Employees
           shall be determined under the method which is used for accrual
           purposes for all plans of a Company and Affiliates or, if there is no
           such method, then as if such benefit accrued not more rapidly than
           the slowest accrual rate permitted under the fractional accrual rate
           of Code Section 411(b)(1)(C).  The account balances and the accrued
           benefits of a Participant who is not a Key Employee but who was a Key
           Employee in a prior Plan Year or who has not performed any services
           for a Company under the Plan at any time during the five (5)
           Plan Year period ending on the Determination Date shall be
           disregarded. The calculation of the Top-heavy Ratio and the extent to
           which distributions, rollovers, and direct transfers are taken into
           account shall be made in accordance with Section 416 of the Code.
           When aggregating plans, the value of the account balances and the
           present value of the accrued benefits shall be calculated with
           reference to the Determination Dates that fall within the same
           calendar year.

      VALUATION DATE means the same valuation date used for computing plan
      costs for minimum funding, regardless of whether an actuarial valuation
      is performed that year.

12.2  SPECIAL CODE SECTION 415 LIMITATIONS

      For purposes of Section 4.5, in any Plan Year during which the Plan
      is deemed to be Top-heavy and in which a Company also maintains a defined
      benefit plan which is deemed to be Top-heavy, the number 1.25 shall be
      replaced by the number 1.0 to the extent required under Section 416(h) of
      the Code; provided, however, that such adjustment shall not occur if the
      Top-heavy Ratio does not exceed ninety percent (90%) and additional
      contributions or benefits are provided for Non-Key Employees in
      accordance with the provisions of Sections 416(h)(2)(A) and (B) of the
      Code.  In such case, the minimum allocation described in Section 12.4(a)
      shall be equal to seven and one-half percent (7 1/2%) of compensation for
      each Non-Key Employee covered under both plans.

12.3  MISCELLANEOUS

      (a)  Unrelated rollover contributions or transfers from plans
           other than a plan sponsored by a Company or an Affiliate shall not
           be considered a part of the Participant's Account Balance for
           purposes of determining whether or not the Plan is Top-heavy.

      (b)  Related rollover contributions or transfers from other plans
           sponsored by a Company or an Affiliate shall be considered a part of
           the Participant's Account Balance for purposes of determining
           whether or not the Plan is Top-heavy.

12.4  MINIMUM ALLOCATION REQUIREMENTS

      (a)  Company contributions allocated on behalf of any Participant
           who is not a Key Employee shall not be less than the lesser of three
           percent (3%) of such Participant's Compensation, or the largest
           percentage of contributions allocated on behalf of any Key Employee
           of such Company for that Plan Year, without, in either event, taking
           into consideration any contributions or benefits under Social
           Security or any similar legislation.  The preceding provisions shall
           not apply to any Participant who was not employed by a Company on
           the last day of the Plan Year.

                                      42
<PAGE>   49


      (b)  The minimum allocation in paragraph (a) shall be made even
           though, under other Plan provisions, the Participant otherwise would
           not be entitled to receive an allocation, or would have received a
           lesser allocation for the Plan Year because the Participant failed
           to complete at least one thousand (1,000) Hours of Service, the
           Participant's Compensation was less than any stated amount, or the
           Participant failed to make mandatory contributions to the Plan.  The
           minimum allocation above shall not apply to a Participant covered
           under another defined contribution plan of a Company if such
           Participant receives the minimum allocation under such other plan.

      (c)  The minimum allocation required (to the extent required to be
           nonforfeitable under Section 416(b) of the Code) may not be
           forfeited under Sections 411(a)(3)(B) or 411(a)(3)(D) of the Code.

      (d)  If a Company maintains a defined benefit plan that also
           covers any Non-Key Employee who is a Participant in this Plan, the
           defined benefit plan shall be designated to satisfy the minimum
           allocation or benefit requirements of Section 416 of the Code for
           each such Non-Key Employee.  To that extent, the minimum allocation
           in paragraph (a) shall not be made.


                                    ARTICLE
                                      13.

                            PARTICIPATING EMPLOYERS

13.1  ADOPTION BY OTHER EMPLOYERS

      Notwithstanding anything herein to the contrary, with the consent of
      the Company, any other corporation or entity, whether an Affiliate 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.

13.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS

      (a)  Each such Participating Employer shall be required to use the
           same Trustee as provided in this Plan, unless the Plan Administrator
           otherwise consents to an alternative trustee.

      (b)  The transfer of any Participant from or to the Company or a
           Participating Employer shall not affect such Participant's rights
           under the Plan, and all amounts credited to such Participant's
           Accounts 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.

      (c)  Unless the Plan Administrator shall otherwise direct, all
           rights and values forfeited by termination of employment shall inure
           only to the benefit of the Employee-Participants of the
           Participating Employer by which the forfeiting Participant was
           employed on the date of termination.

      (d)  Any expenses of the Trust Fund which are to be paid by the
           Company 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
           Participating Employer bears to the total standing to the credit of
           all Participants.

13.3  DESIGNATION OF AGENT


                                      43
<PAGE>   50


      Each Participating Employer shall be deemed to be a part of this
      Plan; provided, however, that with respect to all of its relations with
      the Trustee and Plan Administrator for the purpose of this Plan, each
      Participating Employer shall be deemed to have designated irrevocably the
      Company as its agent. Except for Article IX of the Plan, and unless the
      context of the Plan otherwise indicates to the contrary, the word
      "Company" shall be deemed to include each Participating Employer as
      related to its adoption of the Plan.

13.4  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.

13.5  PARTICIPATING EMPLOYERS CONTRIBUTION

      All contributions made by a Participating Employer, as provided for
      in this Plan, shall be determined separately on the basis of its total
      Compensation paid, and shall be paid to the Trustee for the exclusive
      benefit of the Employees of such Participating Employer and the
      Beneficiaries of such Employees, subject to all the terms and conditions
      of this Plan and the Trust Agreement.  Unless the Plan Administrator
      shall otherwise direct, any Forfeiture shall be applied only for the
      benefit of the Participating Employer for whom the forfeiting Participant
      last was employed.  On the basis of the information furnished by the Plan
      Administrator, the Plan Administrator shall direct the Trustee to 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.

13.6  AMENDMENT

      Amendment of this Plan by the Company at any time when there shall
      be a Participating Employer hereunder shall only be by the written action
      of the Company and each and every Participating Employer hereby consents
      to any such Amendment.

13.7  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 Plan
      Administrator.  The Plan Administrator shall thereafter direct the
      Trustee to 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.  If no successor is designated, the Trustee shall
      retain such assets for the Employees of said Participating Employer.  In
      no such event shall any part of the corpus or income of the Trust as it
      relates to such Participating Employer be used for or diverted for
      purposes other than for the exclusive benefit of the Employees of such
      Participating Employer.

13.8  PLAN ADMINISTRATOR'S AUTHORITY


                                      44
<PAGE>   51


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


                                    ARTICLE
                                      14.

                                 MISCELLANEOUS


14.1  NO CONTRACT OF EMPLOYMENT

      Nothing herein contained shall be construed to constitute a contract of
      employment between a Company and any Employee. The employment records of
      a Company and the Trustee's records shall be final and binding upon all
      Employees as to liability and participation.

14.2  RESTRICTIONS UPON ASSIGNMENTS AND CREDITORS' CLAIMS

      No interest of any person or entity in or right to receive distributions
      from the Trust Fund shall be subject in any manner to sale, transfer,
      assignment, pledge, attachment, garnishment, or other alienation or
      encumbrance of any kind, nor may any such interest or right to receive
      distributions be taken, either voluntarily or involuntarily, for the
      satisfaction of the debts of or other obligations or claims against such
      person or entity.  The preceding sentence also shall apply to the
      creation, assignment, or recognition of a right to any benefit payable
      with respect to a Participant pursuant to a domestic relations order
      unless such order is determined to be a qualified domestic relations
      order, as defined in Section 414(p) of the Code.  A domestic relations
      order entered before January 1, 1985 shall be treated as a qualified
      domestic relations order if payment of benefits pursuant to the order has
      commenced as of such date and may be treated as a qualified domestic
      relations order if payment of benefits has not commenced as of such date,
      even though the order does not satisfy the requirements of Section 414(p)
      of the Code.

      Notwithstanding anything in the Plan to the contrary, a payment from a
      Participant's Account may be made to an alternate payee (as defined in
      Section 414(p)(8) of the Code) prior to the date the Participant reaches
      his earliest retirement age (as defined in Section 414(p)(4)(B) of the
      Code) if such payments are made pursuant to a qualified domestic
      relations order.  All such payments pursuant to a qualified domestic
      relations order shall be paid in a lump sum, unless the domestic
      relations order specifies a different manner of payment permitted by the
      Plan.  The Plan Administrator may adopt reasonable rules and regulations
      regarding the time of payment and the valuation of the Participant's
      Account from which payment is made, provided such rules and regulations
      shall not be inconsistent with Section 414(p) of the Code.  The balance
      of an Account that is subject to any qualified domestic relations order
      shall be reduced by the amount of any payment made pursuant to such
      order.

14.3  RESTRICTION OF CLAIMS AGAINST TRUST

      The Trust under this Plan and the Trust Fund from its inception shall be
      a separate entity aside and apart from each Company and its assets.  The
      Trust  and the corpus and income thereof shall in no event and in no
      manner whatsoever be subject to the rights or claims of any creditor of
      any Company.  Neither the establishment of the Trust, the modification
      thereof, the creation of any fund or account, nor the payment of any
      benefits shall be construed as giving any 

                                      45
<PAGE>   52

      Participant or any other person whomsoever any legal or equitable rights
      against any Company or the Trustee unless the same shall be
      specifically provided for in this Plan or the Trust Agreement.

14.4  BENEFITS PAYABLE BY TRUST

      All benefits payable under the Plan shall be paid or provided for solely
      from the Trust, and no Company assumes any liability or responsibility
      therefor.

14.5  SAVINGS CLAUSE

      This Plan is intended to comply in all respects with all applicable laws
      and regulations, including with respect to Company stock as an investment
      hereunder, Rule 16b-3 as promulgated by the Securities and Exchange
      Commission.  In case any one or more provisions of this Plan shall be
      held invalid, illegal, or unenforceable in any respect under applicable
      laws and regulations, or shall be inconsistent with applicable laws and
      regulations (including Rule 16b-3), the invalid, illegal, or
      unenforceable provision, or the inconsistent provision, shall be deemed
      null and void and shall be construed, interpreted or revised, as
      necessary, to permit this Plan to be in compliance with all applicable
      laws (including Rule 16b-3) so as to foster the intent of this Plan.
      Notwithstanding anything in this Plan to the contrary, those Participants
      who are officers or directors for purposes of Section 16 of the
      Securities Exchange Act of 1934, as amended from time to time, shall not
      be entitled to participate in, or transfer funds into, a U.S. Robotics
      Corporation Stock Fund, if such a stock fund is available as a
      self-directed investment option under Section 8.4 of the Plan.

14.6  SUCCESSOR TO COMPANY

      In the event that any successor to a Company, by merger, consolidation,
      purchase, or otherwise, shall elect to adopt the Plan, such successor
      shall be substituted hereunder for such Company upon filing in writing
      with the Trustee of its election to do so.

14.7  APPLICABLE LAW

      The Plan shall be construed and administered in accordance with ERISA,
      and any judicial review thereunder shall be governed by the "arbitrary
      and capricious" standard of review, as enunciated by case law.  To the
      extent not preempted by ERISA, the laws of the State of Illinois shall
      govern.

14.8  DATA

      It shall be a condition precedent to the payment of all benefits under
      the Plan that each Participant and surviving spouse must furnish to the
      Plan Administrator such documents, evidence, or information as the Plan
      Administrator considers necessary or desirable for the purpose of
      administering the Plan, or to protect a Company or the Trustee.

14.9  INTERNAL REVENUE SERVICE APPROVAL

      This Plan shall be effective as of the Effective Date, provided that the
      Company shall obtain a favorable determination letter from the Internal
      Revenue Service that this Plan and Trust qualify under Sections 401(a)
      and 501(a) of the Code.  Any modification or amendment of this Plan may
      be made retroactive as necessary or appropriate in order to secure or
      maintain such qualification.


                                      46
<PAGE>   53

Dated and Executed:  March 28, 1996


                                                 U.S. ROBOTICS CORPORATION   
                                                                             
                                                                             
                                                                             
                                                                             
                                                 By:  Elizabeth S. Ryan      
                                                 Its:  Vice President        
                                                                             

                                      47