<PAGE>

                                                                    EXHIBIT 4.23

                                                        INCLUDES FIRST AMENDMENT
                                                 SECOND AMENDMENT (IRS PROPOSED)
                                                   THIRD AMENDMENT (EGTRRA PLUS)
                                                                FOURTH AMENDMENT
                                                                 FIFTH AMENDMENT

                         WEATHERFORD INTERNATIONAL, INC.
                               401(k) SAVINGS PLAN

                             AS AMENDED AND RESTATED
                            EFFECTIVE JANUARY 1, 2001

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Section
<S>                                                                                                      <C>
ARTICLE I - DEFINITIONS

     Account .........................................................................................      1.1
     Active Service...................................................................................      1.2
     Actual Contribution Ratio........................................................................      1.3
     Actual Deferral Percentage.......................................................................      1.4
     Actual Deferral Ratio............................................................................      1.5
     Affiliated Employer..............................................................................      1.6
     Aggregate Accounts...............................................................................      1.7
     Aggregation Group................................................................................      1.8
     Annual Additions.................................................................................      1.9
     Annual Compensation..............................................................................      1.10
     Beneficiary......................................................................................      1.11
     Board of Directors...............................................................................      1.12
     Code.............................................................................................      1.13
     Committee........................................................................................      1.14
     Considered Compensation..........................................................................      1.15
     Contribution.....................................................................................      1.16
     Contribution Percentage..........................................................................      1.17
     Determination Date...............................................................................      1.18
     Direct Rollover..................................................................................      1.19
     Disability.......................................................................................      1.20
     Distributee......................................................................................      1.21
     Eligible Retirement Plan.........................................................................      1.22
     Eligible Rollover Distribution...................................................................      1.23
     Employee.........................................................................................      1.24
     Employer or Employers............................................................................      1.25
     ERISA............................................................................................      1.26
     Excess 401(k) Contributions......................................................................      1.27
     Excess Aggregate 401(m) Contributions............................................................      1.28
     Excess Deferral..................................................................................      1.29
     Five Percent Owner...............................................................................      1.30
     Former Member....................................................................................      1.31
     Highly Compensated Employee......................................................................      1.32
     Hour of Service..................................................................................      1.33
     Key Employee.....................................................................................      1.34
     Leased Employee..................................................................................      1.35
     Limitation Year..................................................................................      1.36
     Member...........................................................................................      1.37
     Non-Highly Compensated Employee..................................................................      1.38
     Non-Key Employee.................................................................................      1.39
     Period of Service................................................................................      1.40
     Period of Severance..............................................................................      1.41
     Plan.............................................................................................      1.42
     Plan Year........................................................................................      1.43
</TABLE>

                                       i
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<TABLE>
<S>                                                                                                        <C>
     Qualified Nonelective Employer Contribution......................................................     1.44
     Regulation.......................................................................................     1.45
     Retirement Age...................................................................................     1.46
     Rollover Contribution............................................................................     1.47
     Section 401(k) Contributions.....................................................................     1.48
     Section 401(m) Contributions.....................................................................     1.49
     Service..........................................................................................     1.50
     Severs Service...................................................................................     1.51
     Sponsor..........................................................................................     1.52
     Top-Heavy Plan...................................................................................     1.53
     Transferred......................................................................................     1.54
     Trust............................................................................................     1.55
     Trustee..........................................................................................     1.56
     Trust Fund.......................................................................................     1.57
     USERRA...........................................................................................     1.58
     Valuation Date...................................................................................     1.59

ARTICLE - ACTIVE SERVICE

     When Active Service Begins.......................................................................      2.1
     Aggregation of Service...........................................................................      2.2
     Eligibility Computation Periods..................................................................      2.3
     Periods of Service of Less Than One Year.........................................................      2.4
     Service Prior to Severance.......................................................................      2.5
     Service After Severance..........................................................................      2.6
     Periods of Severance Due to Child Birth or Adoption..............................................      2.7
     Transfers........................................................................................      2.8
     Employment Records Conclusive....................................................................      2.9
     Coverage of Certain Previously Excluded Employees................................................      2.10
     Military Service.................................................................................      2.11

ARTICLE III - ELIGIBILITY RULES

     Eligibility Requirements.........................................................................      3.1
     Eligibility Upon Reemployment....................................................................      3.2
     Frozen Participation.............................................................................      3.3

ARTICLE IV - CONTRIBUTIONS AND THEIR LIMITATIONS

PART A. CONTRIBUTIONS

     Employee After Tax Contributions.................................................................      4.1
     Rollover Contributions and Direct Transfers......................................................      4.2
     Salary Deferral Contributions....................................................................      4.3
     Employer Matching Contributions..................................................................      4.4
     Employer Discretionary Contributions.............................................................      4.5
     Restoration Contributions........................................................................      4.6
     Excluded Members.................................................................................      4.7
     Qualified Nonelective Employer Contribution......................................................      4.8
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                        <C>
     Top-Heavy Contribution..........................................................................      4.9
     Contributions Required on Return From Military Service..........................................      4.10
     Deadline for Payment of Contributions...........................................................      4.11

PART B. LIMITATIONS APPLICABLE TO CONTRIBUTIONS

     Limitations Based Upon Deductibility and the Maximum
       Allocation Permitted to a Member's Account.....................................................     4.11
     Dollar Limitation on Salary Deferral Contributions...............................................     4.12
     Limitation Based Upon Actual Deferral Percentage.................................................     4.13
     Limitation Based Upon Contribution Percentage....................................................     4.14
     Alternative Limitation Based Upon Actual Deferral
       Percentage and Contribution Percentage.........................................................     4.15

PART C. CORRECTION PROCEDURES FOR ERRONEOUS CONTRIBUTIONS

     Excess Deferral Fail Safe........................................................................     4.16
     Actual Deferral Percentage Fail Safe For Plan Years Beginning
       After December 31, 1996........................................................................     4.17
     Contribution Percentage Fail Safe For Plan Years Beginning
       After December 31, 1996........................................................................     4.18
     Alternative Limitation Fail Safe.................................................................     4.19
     Income Allocable to Excess 401(k) and Aggregate 401(m) Contributions.............................     4.20
     Return of Contributions for Mistake, Disqualification or
     Disallowance of Deduction........................................................................     4.21

ARTICLE V - PARTICIPATION

PART A. ALLOCATIONS

     Allocation of Employee Contributions.............................................................     5.1
     Allocation of Rollover Contributions and Direct Transfers........................................     5.2
     Allocation of Salary Deferral Contributions......................................................     5.3
     Allocation of Employer Matching Contributions....................................................     5.4
     Allocation of Employer Discretionary Contributions...............................................     5.5
     Allocation of Restoration Contributions..........................................................     5.6
     Allocation of Contribution to Excluded Members...................................................     5.7
     Allocation of Qualified Nonelective Employer Contributions.......................................     5.8
     Allocation of Top-Heavy Contributions............................................................     5.9
     Effect of Transfers Upon Allocations.............................................................     5.10
     Application of Forfeitures.......................................................................     5.11
     Scheduled Allocation of Income or Losses and Appreciation or Depreciation........................     5.12
     Interim Allocation of Income or Losses and Appreciation or Depreciation..........................     5.13
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                        <C>
PART B. LIMITATION ALLOCATIONS

PART C. INVESTMENT OF TRUST FUNDS

ARTICLE VI - DISTRIBUTIONS AND FORFEITURES

PART A. DISTRIBUTIONS

     Valuation of Accounts for Distributions..........................................................      6.1
     Distribution on Death............................................................................      6.2
     Distribution on Retirement.......................................................................      6.3
     Distribution on Disability.......................................................................      6.4
     Distribution on Severance From Service...........................................................      6.5
     Distributions on Issuance of a Qualified Domestic Relations Order................................      6.6
     Forfeiture on Severing Service With All Affiliated Employers.....................................      6.7
     Forfeiture by Lost Members or Beneficiaries; Escheat.............................................      6.8

PART B. FORM, ADJUSTMENTS AND TIME OF DISTRIBUTION

     Form of Distributions............................................................................      6.9
     Adjustment of Value of Distribution..............................................................      6.10
     Normal Time for Distribution.....................................................................      6.11
     Time Limit For Distribution......................................................................      6.12
     Protected Benefits...............................................................................      6.13

ARTICLE VII - WITHDRAWALS AND LOANS

     Valuation of Accounts for Withdrawals and Loans..................................................      7.1
     Minimum Loan Amount..............................................................................      7.2
     Withdrawals of Employee After Tax and Rollover Accounts..........................................      7.3
     Withdrawal for Financial Hardship................................................................      7.4
     Withdrawals On or After Age 59 1/2...............................................................      7.5
     Loans............................................................................................      7.6

ARTICLE VIII - GENERAL PROVISIONS APPLICABLE TO FILING A CLAIM,
DISTRIBUTIONS TO MINORS AND NO DUPLICATION OF BENEFITS

     Claims Procedure.................................................................................      8.1
     No Duplication of Benefits.......................................................................      8.2
     Distributions to Disabled or Minors..............................................................      8.3

ARTICLE IX - TOP-HEAVY REQUIREMENTS

     Application......................................................................................      9.1
     Top-Heavy Test...................................................................................      9.2
     Vesting Restrictions if Plan Becomes Top-Heavy...................................................      9.3
     Minimum Contribution if Plan Becomes Top-Heavy...................................................      9.4
     Coverage Under Multiple Top-Heavy Plans..........................................................      9.5
     Restrictions if Plan Becomes Super-Top-Heavy.....................................................      9.6
</TABLE>

                                       iv
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<TABLE>
<S>                                                                                                        <C>
ARTICLE X - ADMINISTRATION OF THE PLAN

     Appointment, Term of Service & Removal...........................................................     10.1
     Powers...........................................................................................     10.2
     Organization.....................................................................................     10.3
     Quorum and Majority Action.......................................................................     10.4
     Signatures.......................................................................................     10.5
     Disqualification of Committee Member.............................................................     10.6
     Disclosure to Members............................................................................     10.7
     Standard of Performance..........................................................................     10.8
     Liability of Committee and Liability Insurance...................................................     10.9
     Exemption from Bond..............................................................................     10.10
     Compensation.....................................................................................     10.11
     Persons Serving in Dual Fiduciary Roles..........................................................     10.12
     Administrator....................................................................................     10.13
     Standard of Judicial Review of Committee Actions.................................................     10.14

ARTICLE XI - TRUST FUND AND CONTRIBUTIONS

     Funding of Plan..................................................................................     11.1
     Incorporation of Trust...........................................................................     11.2
     Authority of Trustee.............................................................................     11.3
     Allocation of Responsibility.....................................................................     11.4

ARTICLE XII - ADOPTION OF PLAN BY OTHER EMPLOYERS

     Adoption Procedure...............................................................................     12.1
     No Joint Venture Implied.........................................................................     12.2
     All Trust Assets Available to Pay All Benefits...................................................     12.3
     Qualification a Condition Precedent to Adoption
       and Continued Participation....................................................................     12.4

ARTICLE XIII - AMENDMENT AND WITHDRAWAL OR TERMINATION

PART A. AMENDMENT

     Right to Amend...................................................................................     13.1
     Limitation on Amendments.........................................................................     13.2
     Each Employer Deemed to Adopt Amendment Unless Rejected..........................................     13.3
     Amendment Applicable Only to Members Still Employed
       Unless Amendment Specifically Provides Otherwise...............................................     13.4
     Mandatory Amendments.............................................................................     13.5

PART B. WITHDRAWAL OR TERMINATION

     Withdrawal of Employer...........................................................................     13.6
     Termination of Plan..............................................................................     13.7
     100% Vesting Required on Partial or Complete Termination
       or Complete Discontinuance.....................................................................     13.8
</TABLE>

                                       v
<PAGE>

<TABLE>
<S>                                                                                                        <C>
     Distribution Upon Termination....................................................................     13.9

ARTICLE XIV - SALE OF EMPLOYER OR SUBSTANTIALLY ALL OF ITS ASSETS

     Continuance Permitted Upon Sale or Transfer of Assets............................................     14.1
     Distributions Upon Disposition of Assets or a Subsidiary.........................................     14.2

ARTICLE XV - MISCELLANEOUS

     Plan Not An Employment Contract..................................................................     15.1
     Benefits Provided Solely From Trust..............................................................     15.2
     Anti-Alienation Provision........................................................................     15.3
     Requirements Upon Merger or Consolidation of Plans...............................................     15.4
     Gender and Number................................................................................     15.5
     Severability.....................................................................................     15.6
     Governing Law; Parties to Legal Actions..........................................................     15.7

ARTICLE XVI - PROVISIONS RELATING TO U.S. FILTER UNION EMPLOYEES

     Eligibility Requirements.........................................................................     16.1
     Salary Deferral Contributions....................................................................     16.2
     Employer Matching Contributions..................................................................     16.3
     Distribution on Severance From Service...........................................................     16.4
     Form of Distributions............................................................................     16.5

ARTICLE XVI - AMENDMENT OF THE PLAN FOR EGTRRA

     Preamble.........................................................................................     17.1
     Limitation on Contributions......................................................................     17.2
     Increase in Compensation Limit...................................................................     17.3
     Modification of Top-Heavy Rules..................................................................     17.4
     Direct Rollovers of Plan Distributions...........................................................     17.5
     Rollovers From Other Plans.......................................................................     17.6
     Rollovers From IRAs..............................................................................     17.7
     Rollovers Included in Involuntary Cash-Outs......................................................     17.8
     Repeal of Multiple Use Test......................................................................     17.9
     Elective Deferral - Contribution Limitation......................................................     17.10
     Suspension Period Following Hardship Distribution................................................     17.11
     Catch-Up Contributions...........................................................................     17.12
     Distribution Upon Severance From Employment......................................................     17.13
     Plan Loans for Owner Employees and Shareholder Employees.........................................     17.14
     Model Amendment - Revenue Ruling 2002-27.........................................................     17.15

ARTICLE XVIII - MINIMUM DISTRIBUTION REQUIREMENTS

     General Rules....................................................................................     18.1
     Time and Manner of Distribution..................................................................     18.2
     Required Minimum Distributions During Participant's Lifetime.....................................     18.3
</TABLE>

                                       vi
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<TABLE>
<S>                                                                                                        <C>
     Required Minimum Distributions After Participant's Death.........................................     18.4
     Definitions......................................................................................     18.5
</TABLE>

                                      vii
<PAGE>

                         WEATHERFORD INTERNATIONAL, INC.
                               401(k) SAVINGS PLAN

         Weatherford International, Inc. has entered into the following
Agreement:

                                   WITNESSETH:

         WHEREAS, Weatherford International, Inc. has heretofore adopted a
qualified profit sharing plan with a 401(k) feature and exempt trust for the
exclusive benefit of its employees and their beneficiaries; and

         WHEREAS, it has been determined that the plan should now be completely
amended, restated and continued without a gap or lapse in coverage, time or
effect which would cause any Member to become fully vested or entitled to
distribution, in order to (a) effect numerous technical changes for the benefit
of eligible employees and beneficiaries, and (b) to ensure the plan's
qualification under the applicable provisions of the Internal Revenue Code of
1986, as amended, and the Employee Retirement Income Security Act of 1974, as
amended; and

         WHEREAS, it is intended that other business organizations may adopt
this plan and its related trust for the exclusive benefit of their employees and
their employees' beneficiaries;

         NOW, THEREFORE, this Agreement is entered into in order to set forth
the terms of that profit sharing plan with a 401(k) feature which are as
follows:

                                      viii
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

         The words and phrases defined in this Article shall have the meaning
set out in the definition unless the context in which the word or phrase appears
reasonably requires a broader, narrower or different meaning.

         1.1      "ACCOUNT" means all ledger accounts pertaining to a Member
which are maintained by the Committee to reflect the Member's interest in the
Trust Fund. The Committee shall establish the following Accounts and any
additional Accounts that the Committee considers necessary to reflect the entire
interest of the Member in the Trust Fund. Each of the Accounts listed below and
any additional Accounts established by the Committee shall reflect the
Contributions or amounts transferred to the Trust Fund, if any, and the
appreciation or depreciation of the assets in the Trust Fund and the income
earned or loss incurred on the assets in the Trust Fund attributable to the
Contributions and/or other amounts transferred to the Account.

                  (a)      Employee After Tax Contribution Account - The
         Member's after tax contributions, if any.

                  (b)      Salary Deferral Contribution Account - The Member's
         before tax contributions, if any.

                  (c)      Employer Matching Contribution Account - The
         Employer's matching contributions allocated to the Member, if any.

                  (d)      Employer Discretionary Contribution Account - The
         Employer's discretionary contributions, if any.

                  (e)      Qualified Nonelective Employer Contribution Account -
         The Employer's Qualified Nonelective Employer Contributions allocated
         to the Member, if any.

                  (f)      Rollover Account - Funds transferred from another
         qualified plan or IRA Account for the benefit of a Member.

                  (g)      Grant Plan Prior Plan Account

                  (h)      Prideco Plan Prior Plan Account

                  (i)      Enerpro Plan Prior Plan Account

                  (j)      TCA Plan Prior Plan Account

                  (k)      Tube-Alloy Plan Prior Plan Account

                  (l)      XL Systems Plan Prior Plan Account

                                      I-1
<PAGE>

                  (m)      Weatherford Plan Prior Plan Account (this Prior Plan
         Account refers to assets attributable to a merger into the Weatherford
         Enterra, Inc. 401(k) Savings Plan by Total Energy Service Company).

         1.2      "ACTIVE SERVICE" means the Periods of Service which are
counted for either eligibility or vesting purposes as calculated under Article
II.

         1.3      "ACTUAL CONTRIBUTION RATIO" means for an Employee the ratio of
Section 401(m) Contributions actually paid into the Trust on behalf of the
Employee for a Plan Year to the Employee's Annual Compensation earned while the
Employee was a Member for the same Plan Year.

         1.4      "ACTUAL DEFERRAL PERCENTAGE" means for a specified group of
Employees for a Plan Year the average of the ratios (calculated separately for
each Employee in the group) of the sum of Section 401(k) Contributions actually
paid into the Trust on behalf of each Employee for that Plan Year to the
Employee's Annual Compensation earned while the Employee was a Member for the
same Plan Year.

         1.5      "ACTUAL DEFERRAL RATIO" means for an Employee the ratio of
Section 401(k) Contributions actually paid into the Trust on behalf of the
Employee for a Plan Year to the Employee's Annual Compensation earned while the
Employee was a Member for the same Plan Year.

         1.6      "AFFILIATED EMPLOYER" means the Employer and any employer
which is a member of the same controlled group of corporations within the
meaning of section 414(b) of the Code, which is a trade or business (whether or
not incorporated) which is under common control within the meaning of section
414(c) of the Code, which is a member of an affiliated service group within the
meaning of section 414(m) of the Code with the Employer, or which is required to
be aggregated with the Employer under section 414(o) of the Code. For purposes
of the limitation on allocations contained in Part B of Article V, the
definition of Affiliated Employer is modified by substituting the phrase "more
than 50 percent" in place of the phrase "at least 80 percent" each place the
latter phrase appears in section 1563(a)(1) of the Code. The definition of
Affiliated Employer shall also include Grant Prideco, Inc. ("Grant Prideco") and
any employer which is a member of the same controlled group of corporations
within the meaning of section 414(b) of the Code, which is a trade or business
(whether or not incorporated) which is under common control within the meaning
of section 414(c) of the Code, which is a member of an affiliated service group
within the meaning of section 414(m) of the Code with Grant Prideco, or which is
required to be aggregated with Grant Prideco under section 414(o) of the Code
solely for purposes of Active Service crediting but not for purposes of
determining whether an Employee has terminated employment for purposes of
receiving a distribution. Furthermore, the preceding sentence shall only apply
for the five year period following the closing of the Distribution Agreement
between the Sponsor and Grant Prideco.

         1.7      "AGGREGATE ACCOUNTS" means the total of all Account balances
derived from Employer Contributions and Employee Contributions.

         1.8      "AGGREGATION GROUP" means (a) each plan of the Employer or any
Affiliated Employer in which a Key Employee is a Member and (b) each other plan
of the Employer or any Affiliated Employer which enables any plan in (a) to meet
the requirements of either

                                      I-2
<PAGE>

section 401(a)(4) or 410 of the Code. Any Employer may treat a plan not required
to be included in the Aggregation Group as being a part of the group if the
group would continue to meet the requirements of sections 401(a)(4) and 410 of
the Code with that plan being taken into account.

         1.9      "ANNUAL ADDITIONS" means the sum of the following amounts
credited on behalf of a Member for the Limitation Year: (a) Employer
Contributions, (b) Employee After Tax Contributions, and (c) forfeitures. Excess
401(k) Contributions and Excess Aggregate 401(m) Contributions for a Plan Year
are treated as Annual Additions for that Plan Year even if they are corrected
through distribution or recharacterization. Excess Deferrals that are timely
distributed as set forth in Section 4.12 shall not be treated as Annual
Additions.

         1.10     "ANNUAL COMPENSATION" means the Employee's wages from the
Affiliated Employers as defined in section 3401(a) of the Code for purposes of
federal income tax withholding at the source (but determined without regard to
any rules that limit the remuneration included in wages based on the nature or
location of the employment or the services performed) modified by including
elective contributions under a cafeteria plan described in section 125 of the
Code and elective contributions to any plan qualified under section 401(k),
408(k), or 403(b) of the Code. However, for purposes of Part B of Article V of
the Plan, effective for Limitation Years beginning before January 1, 1998,
"Annual Compensation" does not include any salary deferral contributions to a
plan qualified under section 401(k) of the Code or any amount that is deferred
at the election of the Employee and is not includable in the gross income of the
Employee by reason of section 125 of the Code. Except for purposes of Part B of
Article V of the Plan, Annual Compensation in excess of $150,000.00 (as adjusted
by the Secretary of Treasury) shall be disregarded. If the Plan Year is ever
less than 12 months the $150,000.00 limitation (as adjusted by the Secretary of
Treasury) will be prorated by multiplying the limitation by a fraction, the
numerator of which is the number of months in the Plan Year, and the denominator
of which is 12. For purposes of determining an Employee's Actual Contribution
Ratio or Actual Deferral Ratio, Annual Compensation shall include only
compensation earned during the portion of the Plan Year that the Employee was
eligible to participate in the Plan.

         Notwithstanding the above to the contrary, for Plan Years beginning on
or after January 1, 1998, Annual Compensation for all purposes shall also
include elective amounts that are not includible in the gross income of the
Employee by reason of section 132(f)(4) of the Code.

         1.11     "BENEFICIARY" or Beneficiaries means the person or persons, or
the trust or trusts created for the benefit of a natural person or persons or
the Member's or Former Member's estate, designated by the Member or Former
Member to receive the benefits payable under this Plan upon his death.

         1.12     "BOARD OF DIRECTORS" means the board of directors, the
executive committee or other body given management responsibility for the
Sponsor.

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

         1.14     "COMMITTEE" means the committee appointed by the Sponsor to
administer the Plan.

                                      I-3
<PAGE>

         1.15     "CONSIDERED COMPENSATION" means as to each Employee, that
Employee's Annual Compensation (wages subject to withholding modified by
including elective contributions under a cafeteria plan described in section 125
of the Code or a qualified transportation fringe benefit program described in
section 132(f) of the Code and elective contributions to any plan qualified
under section 401(k), 408(k) or 403(b) of the Code), but excluding the following
items: relocation expenses, severance pay, executive severance, executive
deferred compensation, restricted stock income, stock option income, benefit
allowance, meal allowance, tax gross up income, tax reimbursements, educational
aid income, location coefficient, foreign service premiums, housing allowance,
indemnity pay, goods & service allowance, hypothetical tax income,
housing/utility deduction income, danger pay, hardship pay, leave pay, notice
pay, working days, local pay, home country pension, retiree pay, retention bonus
payments, special pay, estimated tax payment, and such other items that the
Committee from time-to-time shall deem not to constitute Considered
Compensation. The Committee shall also have the right to include any of the
above in Considered Compensation provided it announces such inclusion to all
Members. For purposes of any Employer Matching Contribution, and any Employer
Discretionary Contribution, Considered Compensation shall mean effective July 1,
2001, the same as what is included and excluded as set forth in the immediately
preceding sentence.Considered Compensation in excess of $150,000.00 (as adjusted
by the Secretary of Treasury) shall be disregarded. If the Plan Year is ever
less than 12 months the $150,000.00 limitation (as adjusted by the Secretary of
Treasury) will be prorated by multiplying the limitation by a fraction, the
numerator of which is the number of months in the Plan Year, and the denominator
of which is 12.

         1.16     "CONTRIBUTION" means the total amount of contributions made
under the terms of this Plan. Each specific type of Contribution shall be
designated by the type of contribution made as follows:

                  (a)      Employee After Tax Contribution - After tax
         contributions made by the Employee.

                  (b)      Salary Deferral Contribution - Contributions made by
         the Employer under the Employee's salary deferral agreement.

                  (c)      Employer Matching Contribution - Matching
         contributions made by the Employer.

                  (d)      Employer Discretionary Contribution - Contributions
         made by the Employer on a discretionary basis.

                  (e)      Qualified Nonelective Employer Contribution -
         Qualified Nonelective Employer Contributions made by the Employer as a
         means of passing the actual deferral percentage test of section 401(k)
         of the Code or the actual contribution percentage test of section
         401(m) of the Code.

                  (f)      Rollover Contribution - Contributions made by a
         Member which consist of any part of an Eligible Rollover Distribution
         (as defined in section 402 of the Code) from a qualified employee trust
         described in section 401(a) of the Code or an IRA Rollover Account.

                                      I-4
<PAGE>

         1.17     "CONTRIBUTION PERCENTAGE" means for a specified group of
Employees for a Plan Year the average of the ratios (calculated separately for
each Employee in the group) of the sum of Section 401(m) Contributions actually
paid into the Trust on behalf of each Employee for that Plan Year to the
Employee's Annual Compensation earned while the Employee was a Member for that
Plan Year.

         1.18     "DETERMINATION DATE" means for a given Plan Year the last day
of the preceding Plan Year or in the case of the first Plan Year the last day of
that Plan Year.

         1.19     "DIRECT ROLLOVER" means a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.

         1.20     "DISABILITY" means a mental or physical disability which, in
the opinion of a physician selected by the Committee, will prevent the Member
from earning a reasonable livelihood with any Affiliated Employer and which can
be expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months and which: (a) was not
contracted, suffered or incurred while the Member was engaged in, or did not
result from having engaged in, a felonious criminal enterprise; (b) did not
result from alcoholism or addiction to narcotics; and (c) did not result from an
injury incurred while a member of the Armed Forces of the United States for
which the Member receives a military pension.

         1.21     "DISTRIBUTEE" means an Employee or former Employee, and in
addition, the Employee's or former Employee's surviving spouse or 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,
with regard to the interest of the spouse or former spouse.

         1.22     "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 the surviving
spouse, an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.

         1.23     "ELIGIBLE ROLLOVER DISTRIBUTION" as defined in section 402 of
the Code 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: (a) any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or joint life expectancies)
of the Distributee and the Distributee's Beneficiary, or for a specified period
of ten years or more; (b) any distribution to the extent the distribution is
required under section 401(a)(9) of the Code; and (c) the portion of any
distribution that is not includable in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities). For any distribution after December 31, 1999, an Eligible Rollover
Distribution also does not include any hardship distribution described in
section 401(k)(2)(B)(i)(IV) of the Code.

If the Plan accepts a Rollover Contribution which the Trustee reasonably
concludes is qualified under this Section of the Plan, and subsequently it is
determined that such distribution was not qualified, the Trustee shall
distribute the amount of such rollover distribution, plus earnings thereon, to
the Member in compliance with applicable Regulations.

                                      I-5
<PAGE>

         1.24     "EMPLOYEE" means all common law employees of each Employer
exclusive of the following classifications: (a) employees working outside of the
United States unless the Committee elects to cover or continue to cover them in
this Plan and (b) all Leased Employees who are required to be treated as common
law employees under section 414(n) of the Code unless the Plan's qualified
status is dependent upon coverage of the Leased Employees. Independent
contractors are not common law employees and are therefore not within the
defined term "Employee" as used in this Plan. The determination of whether a
person is within an excluded class or is an independent contractor shall be made
by the Committee in its sole discretion as granted in Article X. However, if
either one or more individuals who are classified as Leased Employees or
independent contractors are later determined to be in fact common law employees
of an Employer, they are nevertheless to be excluded as a classification unless
the Plan's qualified status is dependent upon the coverage of that
classification of persons.

         1.25     "EMPLOYER" or "EMPLOYERS" means the Sponsor and any other
business organization which has adopted this Plan.

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

         1.27     "EXCESS 401(k) CONTRIBUTIONS" means, with respect to any Plan
Year, the excess of (a) the aggregate amount of Section 401(k) Contributions
actually paid into the Trust on behalf of Highly Compensated Employees for the
Plan Year over (b) the maximum amount of those contributions permitted under the
limitations set out in the first sentence of Section 4.13 of the Plan.

         1.28     "EXCESS AGGREGATE 401(m) CONTRIBUTIONS" means, with respect to
any Plan Year, the excess of (a) the aggregate amount of Section 401(m)
Contributions actually paid into the Trust on behalf of Highly Compensated
Employees for the Plan Year over (b) the maximum amount of those contributions
permitted under the limitations set out in the first sentence of Section 4.14 of
the Plan. Excess Aggregate 401(m) Contributions shall be determined only after
first determining the Excess 401(k) Contributions that are treated as Employee
After-Tax Contributions due to recharacterization.

         1.29     "EXCESS DEFERRAL" means that part, if any, of the Salary
Deferral Contribution of a Member for his taxable year which, when added to the
amounts he deferred under other plans or arrangements described in sections
401(k), 408(k) and 403(b) of the Code, exceeds the deferral dollar limitation
permitted by section 402(g) of the Code.

         1.30     "FIVE PERCENT OWNER" means an Employee who is a 5-percent
owner as defined in section 416(i) of the Code.

         1.31     "FORMER MEMBER" means a person who was at one time a Member
who received allocations of Contributions and who is no longer a Member under
the Plan, but still has an Account balance in the Plan.

         1.32     "HIGHLY COMPENSATED EMPLOYEE" means, effective for Plan Years
beginning after December 31, 1996, an Employee or an employee of an Affiliated
Employer who: (a) during the Plan Year or the preceding Plan Year was at any
time a Five Percent Owner or (b) for the preceding year had Annual Compensation
in excess of $80,000.00 (as adjusted from

                                      I-6
<PAGE>

time to time by the Secretary of the Treasury) and was in the group consisting
of the top 20 percent of the Employees when ranked on the basis of Annual
Compensation paid during the preceding year. A former Member will be treated as
a Highly Compensated Employee if he was a Highly Compensated Employee when he
Severed Service or he was a Highly Compensated Employee at any time after
attaining age 55. Non-resident aliens who receive no earned income from the
employer which constitutes income from sources within the United States are
excluded.

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

         1.34     "KEY EMPLOYEE" means an Employee or former or deceased
Employee or Beneficiary of an Employee who at any time during the Plan Year or
any of the four preceding Plan Years is (a) an officer of an Employer or any
Affiliated Employer having an Annual Compensation greater than 50% of the annual
addition limitation of section 415(b)(1)(A) of the Code for the Plan Year, (b)
one of the 10 employees having an Annual Compensation from an Employer or any
Affiliated Employer of greater than 100% of the annual addition limitation of
section 415(c)(1)(A) of the Code for the Plan Year and owning or considered as
owning (within the meaning of section 318 of the Code) the largest interest in
an Employer or any Affiliated Employer, treated separately, (c) a Five Percent
Owner of an Employer or any Affiliated Employer, treated separately, or (d) a 1%
owner of an Employer or any Affiliated Employer, treated separately, having
Annual Compensation from an Employer or any Affiliated Employer of more than
$150,000.00, as adjusted. For this purpose no more than 50 employees or, if
lesser, the greater of three employees or 10% of the employees shall be treated
as officers. Section 416(i) of the Code shall be used to determine percentage of
ownership. For the purpose of the test set out in (b) above, if two or more
employees have the same interest in an Employer, the employee with the greater
Annual Compensation from the Employer shall be treated as having the larger
interest.

         1.35     "LEASED EMPLOYEE" means, effective January 1, 1997, any person
who (a) is not a common law employee of an Affiliated Employer, (b) pursuant to
an agreement between an Affiliated Employer and any other person, has performed
services for an Affiliated Employer (or for an Affiliated Employer and related
persons determined in accordance with section 414(n)(6) of the Code) on a
substantially full-time basis for a period of at least one year and (c) performs
the services under primary direction and control of the recipient.

         1.36     "LIMITATION YEAR" means the year used for purposes of applying
the limitations under section 415 of the Code. The Limitation Year shall be the
Plan Year unless the Employer affirmatively, by resolution, designates another
limitation year.

         1.37     "MEMBER" means the person or persons employed by an Employer
who are eligible to participate in this Plan.

         1.38     "NON-HIGHLY COMPENSATED EMPLOYEE" means any Employee who is
not a Highly Compensated Employee.

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

         1.40     "PERIOD OF SERVICE" means a period of employment with an
Affiliated Employer which commences on the day on which an Employee performs his
initial Hour of Service or

                                      I-7
<PAGE>

performs his initial Hour of Service upon returning to the employ of an
Affiliated Employer, whichever is applicable, and ends on the date the Employee
Severs Service.

         1.41     "PERIOD OF SEVERANCE" means the period of time which commences
on the date an Employee Severs Service and ends on the date the Employee again
performs an Hour of Service.

         1.42     "PLAN" means this Plan, including all subsequent amendments.

         1.43     "PLAN YEAR" means the calendar year. The Plan Year shall be
the fiscal year of this Plan.

         1.44     "QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTION" means the
Employer's Contribution, if any, made as a means of passing the Actual Deferral
Percentage test or the Contribution Percentage test.

         1.45     "REGULATION" means the Internal Revenue Service regulation
specified, as it may be changed from time to time.

         1.46     "RETIREMENT AGE" means normally 65 years of age. Once a Member
has attained his Retirement Age he shall be 100% vested at all times.

         1.47     "ROLLOVER CONTRIBUTION" means the amount contributed by a
Member to his Account in this Plan which consists of any part or all of an
Eligible Rollover Distribution.

         1.48     "SECTION 401(k) CONTRIBUTIONS" means the sum of Salary
Deferral Contributions made on behalf of the Member during the Plan Year and
Qualified Nonelective Employer Contributions that the Employer elects to have
treated as Section 401(k) Contributions pursuant to section 401(k)(3)(D)(ii) of
the Code to the extent that those contributions are not used to enable the Plan
to satisfy the minimum contribution requirements of section 416 of the Code.

         1.49     "SECTION 401(m) CONTRIBUTIONS" means the sum of Employer
Matching Contributions and Employee After Tax Contributions made on behalf of
the Member during the Plan Year and Qualified Nonelective Employer Contributions
that the Employer elects to have treated as Section 401(m) Contributions
pursuant to section 401(m)(3)(B) of the Code to the extent that those
contributions are not used to enable the Plan to satisfy the minimum
contribution requirements of section 416 of the Code.

         1.50     "SERVICE" means the period or periods that a person is paid or
is entitled to payment for performance of duties with an Affiliated Employer.

         1.51     "SEVERS SERVICE" means the earlier of the following events:
(a) the Employee's quitting, retiring, dying or being discharged, (b) the
completion of a period of 365 continuous days in which the Employee remains
absent from Service (with or without pay) for any reason other than quitting,
retiring, dying or being discharged, such as vacation, holiday, sickness,
disability, leave of absence, layoff or any other absence or (c) the second
anniversary of the commencement of a continuous period of absence occasioned by
the reason of the pregnancy of the Employee, the birth of a child of the
Employee, the placement of a child with the Employee in connection with the
adoption of the child by the Employee or the caring for the child for a period
commencing immediately after the child's birth or placement.

                                      I-8
<PAGE>

         1.52     "SPONSOR" means Weatherford International, Inc. or any other
organization which assumes the primary responsibility for maintaining this Plan
with the consent of the last preceding Sponsor.

         1.53     "TOP-HEAVY PLAN" means any plan which has been determined to
be top-heavy under the test described in Article IX of this Plan.

         1.54     "TRANSFERRED" means an Employee's termination of employment
with one Employer and his contemporaneous commencement of employment with
another Employer.

         1.55     "TRUST" means the one or more trust estates created to fund
this Plan.

         1.56     "TRUSTEE" means collectively one or more persons or entities
with trust powers which have been appointed by the initial Sponsor and have
accepted the duties of Trustee and any and all successor or successors appointed
by the Sponsor or successor Sponsor.

         1.57     "TRUST FUND" means all of the trust estates established under
the terms of this Plan to fund this Plan, whether held to fund a particular
group of Accounts or held to fund all of the Accounts of Members, collectively.

         1.58     USERRA: means the Uniformed Services Employment And
Reemployment Rights Act of 1994 which was enacted on October 13, 1994 as Public
Law 103-353 and which amended Chapter 43 of Title 38 of the United States Code.

         1.59     "VALUATION DATE" means the day or days each Plan Year selected
by the Committee on which the Trust Fund is to be valued which cannot be less
frequent than annual. One or more Accounts may have different Valuation Dates
from other Accounts. The Valuation Date must be announced to all Members and
Former Members who have Account Balances and shall remain the same until changed
by the Committee and announced to the Members.

                                      I-9
<PAGE>

                                   ARTICLE II

                                 ACTIVE SERVICE

         2.1      WHEN ACTIVE SERVICE BEGINS. For purposes of eligibility and
vesting, Active Service begins when an Employee first performs an Hour of
Service for an Affiliated Employer or an employer the stock or assets of which
were or are acquired by an Employer or Affiliated Employer without regard to
whether a predecessor plan was maintained, limited to five years of past service
credit. Once an Employee has begun Active Service for purposes of eligibility or
vesting and Severs Service he shall recommence Active Service for those purposes
when he again performs an Hour of Service for an Affiliated Employer.

         2.2      AGGREGATION OF SERVICE. When determining an Employee's Active
Service, all Periods of Service, whether or not completed consecutively, shall
be aggregated on a per day basis. Thirty days shall be counted as one month and
12 months shall be counted as one year. For purposes of eligibility and vesting,
only full years of Active Service shall be counted, any fractional year shall be
dropped.

         2.3      ELIGIBILITY COMPUTATION PERIODS. For the purpose of
determining eligibility and vesting, the initial period shall begin on the day
the Employee first performs an Hour of Service and each future year shall begin
on the anniversary of that date.

         2.4      PERIODS OF SERVICE OF LESS THAN ONE YEAR. If an Employee
performs an Hour of Service within 12 months after he Severs Service, the
intervening Period of Severance shall be counted as a Period of Service.

         2.5      SERVICE PRIOR TO SEVERANCE. If the Employee was covered by the
Plan or a predecessor qualified plan on December 31, 1984, any Period of Service
occurring before the first Plan Year beginning after that date shall be
disregarded if that Service would have been disregarded under the rules
applicable to breaks in service at that time under the Plan or a predecessor
qualified plan prior to that date. Any Period of Service occurring during or
after the first Plan Year beginning after December 31, 1984 shall be governed by
the following rules. If an Employee Severs Service at a time when he does not
have any vested right to amounts credited to his Employer Matching Contribution
Account or Employer Discretionary Contribution Account and the Period of
Severance continues for a continuous period of five years or more, the Period of
Service completed by the Employee before the Period of Severance shall not be
taken into account if his Period of Severance equals or exceeds his Period of
Service, whether or not consecutive, completed before the Period of Severance.
In addition if a Member incurs a Period of Severance of five consecutive years,
the Members years of Credited Service for vesting completed after that Period of
Severance shall be disregarded in determining the Member's vested interest in
that portion of his Accounts derived from Employer Contributions on his behalf
prior to the Period of Severance.

         2.6      SERVICE AFTER SEVERANCE. If an Employee's Period of Severance
continues for a continuous period of five years or more, the Period of Service
completed by the Employee after that Period of Severance shall not be taken into
account in determining the Employee's vested interest in amounts contributed to
his Employer Matching Contribution Account, and earnings thereon, attributable
to Service before that Period of Severance.

                                      II-1
<PAGE>

         2.7      PERIODS OF SEVERANCE DUE TO CHILD BIRTH OR ADOPTION. If the
period of time between the first anniversary of the first day of an absence from
Service by reason of the pregnancy of the Employee, the birth of a child of the
Employee, the placement of a child with the Employee in connection with the
adoption of the child by the Employee or for purposes for caring for the child
for a period beginning immediately after the birth or placement and the second
anniversary of the first day of the absence occurs during or after the first
Plan Year beginning after December 31, 1984, it shall neither be counted as a
Period of Service nor of Severance.

         2.8      TRANSFERS. If an Employee is Transferred from one Employer to
another, his Active Service shall not be interrupted and he shall continue to be
in Active Service for purposes of eligibility, vesting and allocation of
Contributions and/or forfeitures. If an Employee is transferred to the service
of an Affiliated Employer that has not adopted the Plan he shall not have
Severed Service; however, even though he shall continue to be in Active Service
for eligibility and vesting purposes he shall not receive any allocation of
Contributions or forfeitures.

         2.9      EMPLOYMENT RECORDS CONCLUSIVE. The employment records of the
Employer shall be conclusive for all determinations of Active Service.

         2.10     COVERAGE OF CERTAIN PREVIOUSLY EXCLUDED EMPLOYEES. Any
Employee who is no longer excludable because he or she is no longer included in
a unit of Employees covered by a collective bargaining agreement between the
Employees' representative and the Employer where retirement benefits were the
subject of good faith bargaining shall immediately become eligible for
membership if he meets the eligibility requirements. All his Service with any
Affiliated Employer that would have been counted had he not been previously
excluded shall now be counted as Active Service for eligibility and vesting
purposes.

         2.11     MILITARY SERVICE. A Member who leaves the employ of an
Employer to enter the armed services of the United States and is covered by
USERRA shall not be deemed to have broken his continuous employment if he is
reemployed under USERRA. And, the Member shall be awarded Active Service upon
reemployment for each period served by him in the uniformed services for
eligibility, vesting and benefit accrual purposes.

                                      II-2
<PAGE>

                                   ARTICLE III

                                ELIGIBILITY RULES

         3.1      ELIGIBILITY REQUIREMENTS. Except as otherwise provided for in
this Plan, each Employee shall be eligible to participate in this Plan beginning
on the first day the Employee completes an Hour of Service. However, no Employee
shall be eligible to participate in this Plan for purposes of sharing in
Employer Matching Contributions or Employer Discretionary Contributions until
the first day he completes one year of Active Service. Employees who are
included in a unit of Employees covered by a collective bargaining agreement
between the Employees' representative and the Employer, shall be excluded, even
if they have met the requirements for eligibility, if there has been good faith
bargaining between the Employer and the Employees' representative pertaining to
retirement benefits and the agreement does not require the Employer to include
such Employees in this Plan. In addition, any Employee who is a non-resident
alien with no United States source income or an individual participating in a
retirement plan maintained by the Employer or an Affiliated Employer outside the
United States shall likewise be ineligible to participate in the Plan. All
employees who were employed by Robison Services, Inc. and Teric Oil Tool, Inc.
(or any of their affiliated companies) immediately prior to the merger between
Robison Services, Inc., Teric Oil Tool, Inc. and Weatherford U.S., L.P. shall be
excluded from the Plan until such date the Sponsor elects to cover them under
the terms of the Plan. Any employee who becomes an Employee of an Employer on
and after the effective date of the merger and is on the payroll of an Employer,
is eligible to participate in this Plan, subject to satisfying this Plan's
eligibility provisions.

         3.2      ELIGIBILITY UPON REEMPLOYMENT. If an Employee Severs Service
with the Employer for any reason after fulfilling the eligibility requirements
but prior to the date he initially begins participating in the Plan, the
Employee shall be eligible to begin participation in this Plan on the day he
first completes an Hour of Service upon his return to employment with an
Employer. Once an Employee has become eligible to be a Member, his eligibility
shall continue until he Severs Service. A former Member shall be eligible to
recommence participation in this Plan on the first day he completes an Hour of
Service upon his return to employment with an Employer.

         3.3      FROZEN PARTICIPATION. An employee employed by an Affiliated
Employer, which has not adopted this Plan, cannot actively participate in this
Plan even though he accrues Active Service. Likewise, if an Employee: (a) is
transferred from an Employer to an Affiliated Employer which has not adopted
this Plan, (b) is a Member of this Plan when he is excluded from this Plan
because he becomes excluded under the provisions of a collective bargaining
agreement or because he becomes a Leased Employee or an independent contractor
and he has not had a complete termination of his contractual relationship with
all Affiliated Employers, (c) is a non-resident alien with no United States
source income, (d) participates in a retirement plan maintained by the Employer
or an Affiliated Employer outside the United States, or (e) is a Member of the
Plan when he is employed outside the United States and is not designated by the
Committee to continue to be eligible to participate, his participation becomes
inactive. Under these circumstances, the Member's Account becomes frozen: he
cannot contribute to the Plan nor can he share in the allocation of any Employer
Contribution or forfeitures for the frozen period. However, his Accounts shall
continue to share in any appreciation or depreciation of the Trust Fund and in
any income earned or losses incurred by the Trust Fund during the frozen

                                      III-1
<PAGE>

period of time. Once the contract or contracts of an independent contractor, who
has a frozen Account, have expired with all Affiliated Employers in a good-faith
and complete termination of the contractual relationship and no renewal is
expected or once an employee who has a frozen Account terminates his employment
with all Affiliated Employers, he shall have Severed Service for purposes of
distribution of benefits.

                                      III-2
<PAGE>

                                   ARTICLE IV

                       CONTRIBUTIONS AND THEIR LIMITATIONS

                              PART A. CONTRIBUTIONS

         4.1      EMPLOYEE AFTER TAX CONTRIBUTIONS. The Committee may permit
Employee After Tax Contributions to be made by Members from time to time. If the
Committee permits Contributions by Members, the opportunity must be made
available to all Members on a nondiscriminatory basis. If the Committee decides
to stop all Contributions by Members, the Contributions to the effective date of
the announcement shall be retained in the Trust Fund subject to the right of
withdrawal described under this Plan. Effective January 1, 2004, each Member may
make Employee After Tax Contributions from 1% to 16% of his Considered
Compensation.

         Employee After Tax Contributions are limited to an amount which, when
added to the other amounts required to be taken into consideration, will not
exceed the limit set by section 415 of the Code and will meet the Contribution
Percentage test described in section 401(m) of the Code.

         Changes in the rate of Employee After Tax Contributions and suspension
of those Contributions shall be permitted under any uniform method determined
from time to time by the Committee.

         4.2      ROLLOVER CONTRIBUTIONS AND DIRECT TRANSFERS. The Committee may
permit Rollover Contributions by Members and/or direct transfers to or from
another qualified plan on behalf of Members from time to time. If Rollover
Contributions and/or direct transfers to or from another qualified plan are
permitted, the opportunity to make those Contributions must be made available to
all Members on a nondiscriminatory basis. For this purpose, all Employees of an
Employer who are in a classification which may participate in this Plan shall be
considered to be Members of the Plan even though they may not have met the
eligibility requirements. However, they shall not be entitled to elect to have
Salary Deferral Contributions or Employee After Tax Contributions or share in
any Employer Contribution unless and until they have met the requirements for
eligibility and allocation.

         A Rollover Contribution shall not be accepted unless it is directly
rolled over to this Plan in a roll over described in section 401(a)(31) of the
Code and the property is acceptable to the Trustee. A direct transfer of assets
from another qualified plan in a transfer subject to the requirements of section
414(l) of the Code shall not be accepted if it was at any time part of the plan
which contained a right, feature or benefit not contained in this Plan unless
the Committee, in its sole discretion, agrees to continue to provide that right,
feature or benefit to that portion of the Member's Account.

         Rollover Contributions shall have no effect upon the amount permitted
to be allocated to a Member's Account under section 415 of the Code, or the
amount contributed to the Plan by a Member under Section 4.1.

                                      IV-1
<PAGE>

         4.3      SALARY DEFERRAL CONTRIBUTIONS. Each Employer shall contribute
for each Plan Year the amount by which the Member's Considered Compensation is
reduced as a result of a salary deferral agreement, effective January 1, 2004,
not to exceed 50% of the amount of the Member's Considered Compensation for the
Plan Year.

         The election to have Salary Deferral Contributions made, the ability to
change the rate of Salary Deferral Contributions, the right to suspend Salary
Deferral Contributions, and the manner of commencing new Salary Deferral
Contributions shall be permitted under any uniform method determined from time
to time by the Committee.

         4.4      EMPLOYER MATCHING CONTRIBUTIONS. Each Employer shall
contribute for each payroll period an amount, if made, in cash or in common
stock of the Sponsor (the number of shares to be determined using the closing
sales price on the business day preceding the day of the contribution), at the
sole discretion of the Board of Directors, equal to 50% of the Salary Deferral
Contribution (modified to exclude those items in the second sentence of Section
1.15 of the Plan) made by each Member after the date he completes one year of
Active Service and during such payroll period, but not more than 6% of the
Member's Considered Compensation for such payroll period; provided, however,
that such matching contributions will cease if and when the Salary Deferral
Contributions made on behalf of such Member are limited under section 402(g) of
the Code and Section 4.13 of the Plan (notwithstanding that additional Salary
Deferral Contributions may be permitted under section 414(v) of the Code and
Section 17.12 of the Plan).

         4.5      EMPLOYER DISCRETIONARY CONTRIBUTIONS. Each Employer shall
contribute for each Plan Year an amount, if any, in cash or in common stock of
the Sponsor (the number of shares to be determined using the closing sales price
on the business day preceding the day of the contribution), at the sole
discretion of the Board of Directors, which is designated by the Board of
Directors to be the Employer Discretionary Contribution for the Plan Year.

         4.6      RESTORATION CONTRIBUTIONS. Each Employer shall contribute for
each Plan Year an amount, which when added to previously unapplied and
unallocated forfeitures, shall equal the amounts which were not vested and
therefore forfeited by Members who have previously terminated but who have now
become entitled to have their forfeited amounts restored plus an amount equal to
the value of all forfeited benefits for Members who formerly could not be
located, but have now filed a claim.

         4.7      EXCLUDED MEMBERS. The Sponsor shall contribute an amount
determined by the Sponsor if at any time it discovers one or more Employees have
been erroneously excluded from participation or a clerical error has caused one
or more Members to not be credited with his or their proper allocation of
Employer Contributions. The amount of the contribution will equal (i) the
average deferral percentage for the employee's compensation group (either highly
compensated or nonhighly compensated), (ii) an amount that would have been
allocated to such excluded Employee or Member as a matching contribution based
on the amount contributed in (i) above if such contribution was otherwise made,
and (iii) an amount that would have been allocated to such excluded Employee or
Member as an Employer Discretionary Contribution, if such a contribution was
otherwise made. Any amount contributed under (i) of this provision will be
deemed a "qualified nonelective contribution" under Section 1.401(k)-1(g)(7) of
the Regulations and is subject to all conditions required by the Regulations in
order for them to be used in the Actual Deferral Percentage test. Amounts
contributed under (ii) and (iii) of this provision are subject to the vesting
schedule set forth in Section 6.5.

                                      IV-2
<PAGE>

         4.8      QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTION. Each Employer
concerned shall contribute for a given Plan Year an amount, if any, which is
designated by the Board of Directors to be the Qualified Nonelective Employer
Contribution for the Plan Year.

A Member's right to benefits derived from Qualified Nonelective Employer
Contributions made to the Plan on his behalf shall be nonforfeitable. In no
event will Qualified Nonelective Employer Contributions be distributed before
Salary Deferral Contributions may be distributed.

         4.9      TOP-HEAVY CONTRIBUTION. Each Employer concerned shall
contribute for a given Plan Year an amount which is equal to the amount, if any,
necessary to fulfill the Top-Heavy Plan requirements found in Article IX if the
Plan is determined to be a Top-Heavy Plan.

         4.10     CONTRIBUTIONS REQUIRED ON RETURN FROM MILITARY SERVICE. If a
Member leaves the employ of an Employer to enter the armed services of the
United States and is covered by USERRA and is reemployed under USERRA, the
Employer shall make a contribution equal to the amount of the Employer
Discretionary Contributions which would have been allocated to the Member's
Account if he had remained in the employ of the Employer for the period of time
he was covered by USERRA. In addition, the Member may make additional "catch up"
Salary Deferral Contributions during a period beginning on his date of
reemployment and ending on the earlier of (a) three times the period of his
qualified military service and (b) five years equal to the maximum amount he
could have made and the Employer must make the appropriate Employer Matching
Contributions. The Employer shall not make any contribution for lost earnings or
failure to share in forfeitures.

         4.11     DEADLINE FOR PAYMENT OF CONTRIBUTIONS. The Employee After Tax
Contributions and the Salary Deferral Contributions are to be paid to the
Trustee in installments. The installment for each payroll period is to be paid
as of the end of the payroll period and shall be paid as soon as
administratively feasible but in any event not later than the time prescribed by
law for filing the Employer's federal income tax return (including extensions)
for its taxable year which ends with or next follows the end of the Plan Year
for which the Contribution is to be made. The Employer's Contribution for a Plan
Year must be paid into the Trust Fund in one or more installments not later than
the time prescribed by law for filing the Employer's federal income tax return
(including extensions) for its taxable year for which it is to take the
deduction. If the Contribution is paid after the last day of the Employer's
taxable year but prior to the date it files its tax return (including
extensions), it shall be treated as being received by the Trustee on the last
day of the taxable year if (a) the Employer notifies the Trustee in writing that
the payment is being made for that taxable year or (b) the Employer claims the
Contribution as a deduction on its federal income tax return for the taxable
year.

                 PART B. LIMITATIONS APPLICABLE TO CONTRIBUTIONS

         4.12     LIMITATIONS BASED UPON DEDUCTIBILITY AND THE MAXIMUM
ALLOCATION PERMITTED TO A MEMBER'S ACCOUNT. Notwithstanding any other provision
of this Plan, no Employer shall make any contribution that would be a
nondeductible contribution within the meaning of section 4972 of the Code or
that would cause the limitation on allocations to each Member's Account within
the meaning of section 415 of the Code to be exceeded. For a further description
of the limitation on allocations and the corrections permitted, see Part B of
Article V.

                                      IV-3
<PAGE>

         4.13     DOLLAR LIMITATION ON SALARY DEFERRAL CONTRIBUTIONS. The
maximum Salary Deferral Contribution that a Member may elect to have made on his
behalf during the Member's taxable year may not, when added to the amounts
deferred under other plans or arrangements described in sections 401(k), 408(k)
and 403(b) of the Code exceed $10,000 (as adjusted by the Secretary of
Treasury).

For purposes of applying the requirements of Section 4.13 and Article IX, Excess
Deferrals shall not be disregarded merely because they are Excess Deferrals or
because they are distributed in accordance with this Section. However, Excess
Deferrals made to the Plan on behalf of Non-Highly Compensated Employees are not
to be taken into account under Section 4.13.

         4.14     LIMITATION BASED UPON ACTUAL DEFERRAL PERCENTAGE. The Actual
Deferral Percentage for eligible Highly Compensated Employees for any Plan Year
must bear a relationship to the Actual Deferral Percentage for all other
eligible Employees for the preceding Plan Year which meets either of the
following tests:

                  (a)      the Actual Deferral Percentage of the eligible Highly
         Compensated Employees is not more than the Actual Deferral Percentage
         of all other eligible Employees multiplied by 1.25; or

                  (b)      the excess of the Actual Deferral Percentage of the
         eligible Highly Compensated Employees over that of all other eligible
         Employees is not more than two percentage points, and the Actual
         Deferral Percentage of the eligible Highly Compensated Employees is not
         more than the Actual Deferral Percentage of all other eligible
         Employees multiplied by two.

         Notwithstanding any provision to the contrary, with regard to applying
(a) or (b) above for the Plan Years beginning on or after January 1, 2000, the
Actual Deferral Percentage for eligible Highly Compensated Employees for the
Plan Year must bear a relationship to the Actual Deferral Percentage for all
other eligible Employees for the current year, not the preceding year.

         For the initial Plan Year of this Plan and for the initial Plan Year of
any Employer which adopts this Plan as its separate plan, the amount taken into
account as the Actual Deferral Percentage of Non-highly Compensated Employees
for the preceding Plan Year shall be (a) three percent or (b) if the Employer
makes an election under this subclause (b), the Actual Deferral Percentage of
Non-highly Compensated Employees for the first Plan year.

         For purposes of this test an eligible Employee is an Employee who is
directly or indirectly eligible to make Salary Deferral Contributions for all or
part of the Plan Year. A person who is suspended from making Salary Deferral
Contributions because he has made a withdrawal is an eligible Employee. If no
Salary Deferral Contributions are made for an eligible Employee, the Actual
Deferral Ratio that shall be included for him in determining the Actual Deferral
Percentage is zero.

         If this Plan and any other plan or plans which include cash or deferred
arrangements are considered as one plan for purposes of section 401(a)(4) or
410(b) of the Code, the cash or deferred arrangements included in this Plan and
the other plans shall be treated as one plan for these tests. If any Highly
Compensated Employee is a Member of this Plan and any other cash or deferred
arrangements of the Employer, when determining the deferral percentage of the

                                      IV-4
<PAGE>

Employee, all of the cash or deferred arrangements are treated as one. If the
Employer elects to apply section 410(b)(4)(B) of the Code in determining whether
the Plan meets the requirements of section 401(k)(3)(A)(i) of the Code, the
Employer may, in determining whether the arrangement meets the requirements of
section 401(k)(3)(A)(ii), exclude from consideration all eligible Employees
(other than Highly Compensated Employees) who are not 21 years of age or have
not completed one year of Active Service by the end of the Plan Year.

         The Actual Deferral Percentages are to be calculated and the provisions
of this Section are to be applied, separately, for each Employer which
constitutes a separate controlled group or affiliated service group.

         A Salary Deferral Contribution will be taken into account under the
Actual Deferral Percentage test of Code section 401(k) and this Section for a
Plan Year only if it relates to Annual Compensation that either would have been
received by the Employee in the Plan Year (but for the deferral election) or is
attributable to services performed by the employee in the Plan Year and would
have been received by the Employee within 2 1/2 months after the close of the
Plan Year (but for the deferral election). In addition, a Section 401(k)
Contribution will be taken into account under the Actual Deferral Percentage
test of Code section 401(k) and this Section for a Plan Year only if it is
allocated to an Employee as of a date within that Plan Year. For this purpose of
a Section 401(k) Contribution is considered allocated as of a date within a Plan
Year if the allocation is not contingent on participation or performance of
services after that date and the Section 401(k) Contribution is actually paid to
the Trust no later than 12 months after the Plan Year to which the Section
401(k) Contribution relates.

         Failure to correct Excess 401(k) Contributions by the close of the Plan
Year following the Plan Year for which they were made will cause the Plan's cash
or deferred arrangement to be disqualified for the Plan Year for which the
Excess 401(k) Contributions were made and for all subsequent years during which
they remain in the Trust. Also, the Employer will be liable for a 10% excise tax
on the amount of Excess 401(k) Contributions unless they are corrected within 2
1/2 months after the close of the Plan Year for which they were made.

         4.15     LIMITATION BASED UPON CONTRIBUTION PERCENTAGE. The
Contribution Percentage for eligible Highly Compensated Employees for any Plan
Year must not exceed the greater of the following:

                  (a)      the Contribution Percentage for all other eligible
         Employees for the preceding Plan Year multiplied by 1.25; or

                  (b)      the lesser of the Contribution Percentage for all
         other eligible Employees for the preceding Plan Year multiplied by two,
         or the Contribution Percentage for all other eligible Employees for the
         preceding Plan Year plus two percentage points.

         Notwithstanding any provision to the contrary, with regard to applying
(a) or (b) above for the Plan Years commencing on or after January 1, 2000, the
Contribution Percentage testing shall be performed on a current year and not the
preceding year basis.

         For the initial Plan Year of this Plan and for the initial Plan Year of
any Employer which adopts this Plan as its separate plan, the amount taken into
account as the Contribution Percentage of Non-highly Compensated Employees for
the preceding Plan Year shall be (a) three

                                      IV-5
<PAGE>

percent or (b) if the Employer makes an election under this subclause (b), the
Contribution Percentage of Non-highly Compensated Employees for the first Plan
Year.

         For purposes of this test an eligible Employee is an Employee who is
directly or indirectly eligible to make Employee After Tax Contributions or to
receive an allocation of Employer Matching Contributions under the Plan for all
or part of the Plan Year. A person who is suspended from making Employee After
Tax Contributions because he has made a withdrawal, a person who would be
eligible to receive an allocation of Employer Matching Contributions but for his
election not to participate, and a person who would be eligible to receive an
allocation of Employer Matching Contributions but for the limitation on his
Annual Additions imposed by section 415 of the Code, are all eligible Employees.

         If no Section 401(m) Contributions are made on behalf of an eligible
Employee, the Actual Contribution Ratio that shall be included for him in
determining the Contribution Percentage is zero. If this Plan and any other plan
or plans to which Section 401(m) Contributions are made are considered as one
plan for purposes of section 401(a)(4) or 410(b) of the Code, this Plan and
those plans are to be treated as one. The Actual Contribution Ratio of a Highly
Compensated Employee who is eligible to participate in more than one plan of an
Affiliated Employer to which employee or matching contributions are made is
calculated by treating all the plans in which the Employee is eligible to
participate as one plan. However, plans that are not permitted to be aggregated
under Regulation section 1.410(m)-1(b)(3)(ii) are not aggregated for this
purpose.

         A Matching Employer Contribution will be taken into account under this
Section for a Plan Year only if (a) it is allocated to the Employee's Account as
of a date within the Plan Year, (b) it is paid to the Trust no later than the
end of the 12 month period beginning after the close of the Plan Year, and (c)
it is made on behalf of an Employee on account of his Salary Deferral
Contributions for the Plan Year.

         If the Employer elects to apply section 410(b)(4)(B) of the Code in
determining whether the Plan meets the requirements of section 410(b) of the
Code, the Employer may, in determining whether the arrangement meets the
requirements of section 401(m)(2) of the Code exclude from consideration all
eligible Employees (other than Highly Compensated Employees) who are not 21
years of age or have not completed one year of Active Service by the end of the
Plan Year.

         The Contribution Percentage shall be calculated and the provisions of
this Section applied, separately, for each Employer which constitutes a separate
controlled group or affiliated service group.

         At the election of the Employer, a Member's Salary Deferral
Contributions, and Qualified Nonelective Employer Contributions made on behalf
of the Member during the Plan Year shall be treated as Section 401(m)
Contributions that are Employer Matching Contributions provided that the
conditions set forth in Regulation section 1.401(m)-1(b)(5) are satisfied.
Salary Deferral Contributions may not be treated as Employer Matching
Contributions for purposes of the Contribution Percentage test unless the
contributions, including those taken into account for purposes of the test,
satisfy the Actual Deferral Percentage test set forth in Section 4.13. Salary
Deferral Contributions and Qualified Nonelective Employer Contributions may not
be taken into account for purposes of the test to the extent that those
contributions are taken into account in

                                      IV-6
<PAGE>

determining whether any other contributions satisfy the Actual Deferral
Percentage test set forth in Section 4.13. Finally, Salary Deferral
Contributions and Qualified Nonelective Employer Contributions may be taken into
account for purposes of the test only if they are allocated to the Employee's
Account as of a date within the Plan Year being tested within the meaning of
Regulation section 1.401(k)-1(b)(4).

         Failure to correct Excess Aggregate 401(m) Contributions by the close
of the Plan Year following the Plan Year for which they were made will cause the
Plan to fail to be qualified for the Plan Year for which the Excess Aggregate
401(m) Contributions were made and for all subsequent years during which they
remain in the Trust. Also, the Employer will be liable for a 10% excise tax on
the amount of Excess Aggregate 401(m) Contributions unless they are corrected
within 2 1/2 months after the close of the Plan Year for which they were made.

         4.16     ALTERNATIVE LIMITATION BASED UPON ACTUAL DEFERRAL PERCENTAGE
AND CONTRIBUTION PERCENTAGE. If the second alternative permitted in Sections
4.13 and 4.14 is used for both the Actual Deferral Percentage test and the
Contribution Percentage test the following additional limitation on Salary
Deferral Contributions shall apply. The Actual Deferral Percentage plus the
Contribution Percentage of the eligible Highly Compensated Employees cannot
exceed the greater of (a) or (b), where:

                  (a) is the sum of:

                           (i)      1.25 times the greater of the Actual
                  Deferral Percentage or the Contribution Percentage of the
                  eligible Non-Highly Compensated Employees for the preceding
                  Plan Year, and

                           (ii)     the lesser of (x) two percentage points plus
                  the lesser of the Actual Deferral Percentage or the
                  Contribution Percentage of the eligible Non-Highly Compensated
                  Employees for the preceding Plan Year or (y) two times the
                  lesser of the Actual Deferral Percentage or the Contribution
                  Percentage of the group of eligible Non-Highly Compensated
                  Employees for the preceding Plan Year, and

                  (b) is the sum of:

                           (i)      1.25 times the lesser of the Actual Deferral
                  Percentage or the Contribution Percentage of the eligible
                  Non-Highly Compensated Employees for the preceding Plan Year,
                  and

                           (ii)     the lesser of (x) two percentage points plus
                  the greater of the Actual Deferral Percentage or the
                  Contribution Percentage of the eligible Non-Highly Compensated
                  Employees for the preceding Plan Year or (y) two times the
                  greater of the Actual Deferral Percentage or the Contribution
                  Percentage of the group of eligible Non-Highly Compensated
                  Employees for the preceding Plan Year.

            PART C. CORRECTION PROCEDURES FOR ERRONEOUS CONTRIBUTIONS

         4.17     EXCESS DEFERRAL FAIL SAFE. As soon as practical after the
close of each Plan Year, the Committee shall determine if there would be any
Excess Deferrals. If there would be an

                                      IV-7
<PAGE>

Excess Deferral by a Member, the Excess Deferral as adjusted by any earnings or
losses, will be distributed to the Member no later than April 15 following the
Member's taxable year in which the Excess Deferral was made. The income
allocable to the Excess Deferrals for the taxable year of the Member shall be
determined by any reasonable method for computing the income allocable to Excess
Deferrals, provided that the method does not violate section 401(a)(4) of the
Code, is used consistently for all Members and for all corrective distributions
under the Plan for the Plan Year, and is used by the Plan for allocating income
to Members' accounts.

         4.18     ACTUAL DEFERRAL PERCENTAGE FAIL SAFE FOR PLAN YEARS BEGINNING
AFTER DECEMBER 31, 1996. As soon as practicable after the close of each Plan
Year, the Committee shall determine whether the Actual Deferral Percentage for
the Highly Compensated Employees would exceed the limitation. If the limitation
would be exceeded for a Plan Year, before the close of the following Plan Year
(a) the amount of Excess 401(k) Contributions for that Plan Year (and any income
allocable to those Contributions as calculated in the specific manner required
by Section 4.20) shall be distributed, or (b) to the extent provided in
regulations issued by the Secretary of the Treasury, and permitted by the
Committee, the Employee may elect to treat the amount of the Excess 401(k)
Contributions as an amount distributed to the Employee and then contributed by
the Employee to the Plan as an Employee After Tax Contribution, provided the
recharacterized amounts shall remain subject to the same rules and restrictions
to which the Salary Deferral Contributions are subjected, or (c) the Employer
may make a Qualified Nonelective Employer Contribution which it elects to have
treated as a Section 401(k) Contribution.

The amount of Excess 401(k) Contributions to be distributed shall be determined
in the following manner:

First, the Plan will determine how much Actual Deferral Ratio of the Highly
Compensated Employee with the highest Actual Deferral Ratio would have to be
reduced to satisfy the Actual Deferral Percentage Test or cause such ratio to
equal the Actual Deferral Ratio of the Highly Compensated Employee with the next
highest ratio. Second, this process is repeated until the Actual Deferral
Percentage Test is satisfied. The amount of Excess 401(k) Contributions is equal
to the sum of these hypothetical reductions multiplied, in each case, by the
Highly Compensated Employee's Annual Compensation.

Then, distributions of Excess 401(k) Contributions shall be made on the basis of
the respective amounts attributable to each Highly Compensated Employee. The
Highly Compensated Employees subject to the actual distribution are determined
using the "dollar leveling method" starting with the Highly Compensated Employee
with the greatest dollar amount of Salary Deferral Contributions and other
contributions treated as elective contributions for the Plan Year and continuing
until the amount of the Excess 401(k) Contributions have been accounted for.
Recharacterized Excess 401(k) Contributions will first be determined using the
ratio leveling method, then the dollar method.

Qualified Nonelective Employer Contributions shall be treated as Section 401(k)
Contributions only if: (a) the conditions described in Regulation section
1.401(k)-1(b)(5) are satisfied and (b) they are allocated to Members' Accounts
as of a date within that Plan Year and are actually paid to the Trust no later
than the end of the 12 month period immediately following the Plan Year to which
the contributions relate. If the Employer makes a Qualified Nonelective Employer
Contribution that it elects to have treated as a Section 401(k) Contribution,
the Contribution will

                                      IV-8
<PAGE>

be in an amount necessary to satisfy the Actual Deferral Percentage test and
will be allocated first to those Non-Highly Compensated Employees who had the
lowest Actual Deferral Ratio. The Excess 401(k) Contributions of Highly
Compensated Employees will not be recharacterized to the extent that the
recharacterized amounts would exceed the Contribution Percentage as determined
prior to applying the Contribution Percentage limitations.

Excess 401(k) Contributions may not be recharacterized after 2 1/2 months after
the close of the Plan Year to which the recharacterization relates. The amount
of recharacterized Excess 401(k) Contributions, in combination with Employee
After Tax Contributions actually made by the Member, may not exceed the maximum
amount of Employee After Tax Contributions (determined without regard to Section
4.14) that the Member could have made under the provisions of the Plan in effect
on the first day of the Plan Year in the absence of recharacterization. Any
distributions of the Excess 401(k) Contributions for any Plan Year are to be
made to Highly Compensated Employees on the basis of the amount of contributions
by, or on behalf of, each Highly Compensated Employee. The amount of Excess
401(k) Contributions to be distributed or recharacterized for any Plan Year must
be reduced by any excess Salary Deferral Contributions previously distributed
for the taxable year ending in the same Plan Year.

         4.19     CONTRIBUTION PERCENTAGE FAIL SAFE FOR PLAN YEARS BEGINNING
AFTER DECEMBER 31, 1996. If the limitation would be exceeded for any Plan Year,
before the close of the following Plan Year any one or more of the following
corrective actions shall be taken, as determined by the Committee in its sole
discretion: (a) the amount of the Excess Aggregate 401(m) Contributions for that
Plan Year (and any income allocable to those Contributions as calculated in the
specific manner required by Section 4.20) shall be distributed or forfeited (to
the extent not vested), or (b) the Employer may make a Qualified Nonelective
Employer Contribution which it elects to have treated as a Section 401(m)
Contribution. Forfeitures of Excess Aggregate 401(m) Contributions may not be
allocated to Members whose contributions are reduced under this Section.

The amount of Excess Aggregate 401(m) Contributions to be distributed shall be
determined in the following manner:

First, the Plan will determine how much Actual Contribution Ratio of the Highly
Compensated Employee with the highest Actual Contribution Ratio would have to be
reduced to satisfy the Actual Deferral Percentage Test or cause such ratio to
equal the Actual Contribution Ratio of the Highly Compensated Employee with the
next highest ratio. Second, this process is repeated until the Actual
Contribution Percentage Test is satisfied. The amount of Excess Aggregate 401(m)
Contributions is equal to the sum of these hypothetical reductions multiplied,
in each case, by the Highly Compensated Employee's Annual Compensation.

Then, distributions of Excess Aggregate 401(m) Contributions shall be made on
the basis of the respective amounts attributable to each Highly Compensated
Employee. The Highly Compensated Employees subject to the actual distribution
are determined using the "dollar leveling method" starting with the Highly
Compensated Employee with the greatest dollar amount of Employee After-Tax
Contributions and Employer Matching Contributions and other contributions
treated as matching contributions for the Plan Year and continuing until the
amount of the Excess Aggregate 401(m) Contributions have been accounted for.

                                      IV-9
<PAGE>

         4.20     ALTERNATIVE LIMITATION FAIL SAFE. As soon as practicable after
the close of each Plan Year, the Committee shall determine whether the
alternative limitation would be exceeded. If the limitation would be exceeded
for any Plan Year, before the close of the following Plan Year the Actual
Deferral Percentage or Contribution Percentage of the eligible Highly
Compensated Employees, or a combination of both, shall be reduced by
distributions made in the manner described in the Regulations. These
distributions shall be in addition to and not in lieu of distributions required
for Excess 401(k) Contributions and Excess Aggregate 401(m) Contributions.

         4.21     INCOME ALLOCABLE TO EXCESS 401(k) AND AGGREGATE 401(m)
CONTRIBUTIONS. The income allocable to Excess 401(k) Contributions and Excess
Aggregate 401(m) Contributions for the Plan Year shall be determined by any
reasonable method for computing the income allocable to Excess 401(k)
Contributions and Excess Aggregate 401(m) Contributions, provided that the
method does not violate section 401(a)(4) of the Code, is used consistently for
all Members and for all corrective distributions under the Plan.

         4.22     RETURN OF CONTRIBUTIONS FOR MISTAKE, DISQUALIFICATION OR
DISALLOWANCE OF DEDUCTION. Subject to the limitations of section 415 of the
Code, the assets of the Trust shall not revert to any Employer or be used for
any purpose other than the exclusive benefit of the Members and their
Beneficiaries and the reasonable expenses of administering the Plan except:

                  (a)      any Contribution made because of a mistake of fact
         shall be repaid to the Employer within one year after the payment of
         the Contribution;

                  (b)      any Contribution conditioned upon the Plan's initial
         qualification under section 401 of the Code or the initial
         qualification of an Employer's adoption of the Plan, if later, shall be
         repaid to the Employer within one year after the date of denial of the
         initial qualification of the Plan or of its adoption by the Employer;
         and

                  (c)      any and all Employer Contributions are conditioned
         upon their deductibility under section 404 of the Code; therefore, to
         the extent the deduction is disallowed, the Contributions shall be
         repaid to the Employer within one year after the disallowance.

         The Employer has the exclusive right to determine if a Contribution or
any part of it is to be repaid or is to remain as a part of the Trust Fund
except that the amount to be repaid is limited, if the Contribution is made by
mistake of fact or if the deduction for the Contribution is disallowed, to the
excess of the amount contributed over the amount that would have been
contributed had there been no mistake or over the amount disallowed. Earnings
which are attributable to any excess contribution cannot be repaid. Losses
attributable to an excess contribution must reduce the amount that may be
repaid. All repayments of mistaken Contributions or Contributions which are
disallowed are limited so that the balance in a Member's Account cannot be
reduced to less than the balance that would have been in the Member's Account
had the mistaken amount or the amount disallowed never been contributed.

                                     IV-10
<PAGE>

                                    ARTICLE V

                                  PARTICIPATION

                               PART A. ALLOCATIONS

         5.1      ALLOCATION OF EMPLOYEE CONTRIBUTIONS. The Committee shall
allocate each Member's Employee After Tax Contributions made on his behalf to
his Employee After Tax Contribution Account as of the date they are contributed.

         5.2      ALLOCATION OF ROLLOVER CONTRIBUTIONS AND DIRECT TRANSFERS. If
Rollover Contributions and/or direct transfers are permitted, the Committee
shall allocate each Member's Rollover Contribution and/or direct transfers to
his Rollover Account as of the date it is contributed or transferred.

         5.3      ALLOCATION OF SALARY DEFERRAL CONTRIBUTIONS. The Committee
shall allocate the Salary Deferral Contributions, if any, made on behalf of each
Member to his Salary Deferral Contribution Account, as of the date they are
contributed.

         5.4      ALLOCATION OF EMPLOYER MATCHING CONTRIBUTIONS. The Committee
shall, as of the end of each month, allocate the Employer Matching Contributions
made on behalf of each Member to his Employer Matching Contribution Account if
the Member has completed one year of Active Service credit; provided, however,
that allocations of matching contributions on behalf of a Member will cease if
and when the Salary Deferral Contributions made on behalf of such Member are
limited under section 402(g) of the Code and Section 4.13 of the Plan
(notwithstanding that additional Salary Deferral Contributions may be permitted
under section 414(v) of the Code and Section 17.12 of the Plan).

         5.5      ALLOCATION OF EMPLOYER DISCRETIONARY CONTRIBUTIONS. The
Committee shall, as of the end of each Plan Year, allocate the Employer
Discretionary Contribution, if any, among the Members who have completed one
year of Active Service and who are employed by one of the Employers or
Affiliated Employers at the end of the Plan Year and are employed at the time
that the Contribution is made based upon each Member's Considered Compensation
paid by the Employer as compared to the Considered Compensation of all Members
employed by the Employer or Affiliated Employer and eligible for the allocation;
provided, however, for this purpose, Considered Compensation shall be each
Member's annualized Considered Compensation as determined on the date for which
the Employer Discretionary Contribution is actually contributed to the Plan.

         5.6      ALLOCATION OF RESTORATION CONTRIBUTIONS. The Committee shall,
as of the end of each Plan Year, allocate the previously unapplied and
unallocated forfeitures and the Employer Contribution, if any, which are
required to restore the nonvested portion of the Employer Accounts of Members
who had previously forfeited that nonvested portion on the date they terminated
employment but who qualified for the restoration of that amount during the Plan
Year and allocate the previously unapplied and unallocated forfeitures and the
Employer Contribution, if any, which are required to restore the Accounts of
those Members whose distributions were forfeited because of the Committee's
inability to contact the Members previously but who have filed a claim for their
Accounts during the Plan Year. The Committee shall establish and

                                      V-1
<PAGE>

maintain a separate subaccount for the amount allocated to an Account in order
to restore a previously forfeited amount.

         5.7      ALLOCATION OF CONTRIBUTION TO EXCLUDED MEMBERS. The Sponsor
shall allocate the Employer Contribution, if any, made on behalf of any one or
more Members to correct an error as to qualification for participation or in
Contributions, allocations or distributions to the persons concerned and in the
amount necessary to correct the error.

         5.8      ALLOCATION OF QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS.
The Committee shall, as of the end of the Plan Year, allocate the Qualified
Nonelective Employer Contribution, if any, among the Non-Highly Compensated
Employees as set forth in Section 4.17 or 4.18, whichever is applicable.

         5.9      ALLOCATION OF TOP-HEAVY CONTRIBUTIONS. The Committee shall, as
of the end of the Plan Year, allocate the Employer Contribution, if any, which
is necessary to fulfill the Top-Heavy Plan requirements found in Article IX if
the Plan is determined to be a Top-Heavy Plan.

         5.10     EFFECT OF TRANSFERS UPON ALLOCATIONS. If a Member has been
Transferred during the Plan Year, the Member shall be entitled to have allocated
to him a portion of the Employer Matching Contribution based upon his Salary
Deferral Contributions made while he was an Employee of each Employer and the
Employer Discretionary Contribution based upon his Considered Compensation for
the Plan Year earned from all of the Employers for which an Employer
Discretionary Contribution was made.

         5.11     APPLICATION OF FORFEITURES. Amounts forfeited for any reason
shall first be allocated under Section 5.6 to restore previously forfeited
Accounts which are to be restored under the terms of this Plan and if any amount
remains after that allocation, it shall be used to reduce the future Employer
Matching Contributions.

         5.12     SCHEDULED ALLOCATION OF INCOME OR LOSSES AND APPRECIATION OR
DEPRECIATION. The Trustee shall value the Trust Fund on its Valuation Date at
its then fair market value, but without regard to any Contributions made to the
Plan after the preceding Valuation Date, shall determine the amount of income
earned or losses suffered by the Trust Fund and shall determine the appreciation
or depreciation of the Trust Fund since the preceding Valuation Date. The
Committee shall then allocate as of the Valuation Date the income earned or
losses suffered and the appreciation or depreciation in the assets of the Trust
Fund for the period since the last preceding Valuation Date. The allocation
shall be among the Members and former Members who have undistributed Account
balances based upon their Account balances in each of the various investment
funds or accounts, if more than one, as of the last Valuation Date reduced, as
appropriate, by amounts used from the investment fund or account to make a
withdrawal or distribution or any other transaction which is properly chargeable
to the Member's Account during the period since the last Valuation Date. The
Committee, by resolution, may elect in lieu of the allocation method described
above to use a unit allocation method, a separate account method or any other
equitable method if it announces the method of allocation to the Members prior
to the beginning of the period during which it is first used.

         5.13     INTERIM ALLOCATION OF INCOME OR LOSSES AND APPRECIATION OR
DEPRECIATION. If at any time in the interval between Valuation Dates, one or
more withdrawals or one or more distributions are to be made and the Committee
determines that an interim allocation is necessary

                                      V-2
<PAGE>

to prevent discrimination against those Members and former Members who are not
receiving funds, the Trustee is to perform a valuation of a portion or all of
the Trust Fund as of a date selected by the Committee which is administratively
practical and near the date of withdrawals or distributions in the same manner
as it would if it were a scheduled Valuation Date. That date may be before or
after any particular distribution or withdrawal. The Committee shall then
allocate as of that date any income or loss and any appreciation or depreciation
to the various Accounts of each of the Members in the same manner as it would if
it were a scheduled Valuation Date. Then without regard to the language in
Section 6.1, all withdrawals or distributions made after that date and prior to
the next Valuation Date, even though the event causing it occurred earlier,
shall be based upon the Accounts as adjusted by the interim valuation.

                         PART B. LIMITATION ALLOCATIONS

The Annual Additions that may be credited to an individual Member's Accounts
under this Plan and any other qualified defined contribution plan maintained by
an Affiliated Employer for a Limitation Year shall not exceed the lesser of (a)
$30,000.00 (as adjusted by the Secretary of Treasury), or (b) 25% of the
Member's Annual Compensation for the Limitation Year. The Plan will be operated
in compliance with section 415 of the Code and its Regulations, the terms of
which are incorporated in this Plan. Thus, if the Employer maintains a defined
benefit plan in which the Member participates, the combined limits provided in
section 415(e) apply through December 31, 1999.

If Annual Additions are made in excess of the limitations contained in this Part
B, to the maximum extent permitted by law, those excess Annual Additions shall
be attributed to this Plan.

         If an excess Annual Addition attributed to this Plan is held or
contributed as a result of the application of forfeitures, reasonable error in
estimating a Member's Annual Compensation, reasonable error in calculating the
maximum Salary Deferral Contribution that may be made for a Member under section
415 of the Code or because of other facts and circumstances which the
Commissioner of Internal Revenue finds to be justified, the excess Annual
Addition shall be corrected as follows:

                  (a)      first, the excess Annual Addition shall be reduced to
         the extent necessary by distributing to the Member all Employee After
         Tax Contributions, if any, and then Salary Deferral Contributions
         together with their earnings. These distributed amounts are disregarded
         for purposes of the testing and limitations contained in Article IV;

                  (b)      second, if the Member is still employed by the
         Employer at the end of the Plan Year, any remaining excess funds shall
         be placed in an unallocated suspense account to be applied to reduce
         future Employer Contributions for that Member for as many Plan Years as
         are necessary to exhaust the suspense account in keeping with the
         amounts which would otherwise be allocated to that Member's Account;
         and

                  (c)      third, if the Member is not employed by the Employer
         at the end of the Plan Year, the remaining excess funds shall be placed
         in an unallocated suspense account to reduce future Employer
         Contributions for all remaining Members for as many Plan Years as are
         necessary to exhaust the suspense account.

                                      V-3
<PAGE>

         If the Plan terminates prior to the exhaustion of the suspense account,
the remaining amount shall revert to the Employer.

                        PART C. INVESTMENT OF TRUST FUNDS

         The Committee may: (a) maintain commingled and/or separate Trusts, (b)
establish separate investment funds and/or (c) permit individual investments,
some or all of which are directed by the Committee or selected by the Members or
former Members for any portion or all of their Accounts. Once the Committee has
selected or changed the mode of investments, it shall establish rules pertaining
to its administration, including but not limited to: selection of forms, rules
for making selections effective, establishing the frequency of permitted
changes, the minimum percentage in any investment, and all other necessary or
appropriate regulations.

         The Committee may direct the Trustee to hold funds in cash or near
money awaiting investment or to sell assets and hold the proceeds in cash or
near money awaiting reinvestment when establishing, using or changing investment
modes. For this purpose the funds may be held in cash or invested in short term
investments such as certificates of deposit, U.S. Treasury bills, savings
accounts, commercial paper, demand notes, money market funds, any common, pooled
or collective funds which the Trustee or any other corporation may now have or
in the future may adopt for short term investments and any other similar assets
which may be offered by the federal government, national or state banks (whether
or not serving as Trustee) or any savings and loan association.

         No Plan funds attributable to Employee after Tax Contributions, or
Salary Deferred Contributions shall be invested in securities (other than
interests in the Plan) of any Employer or any company directly or indirectly
controlling, controlled by or under common control with an Employer (within the
meaning of the Securities Act of 1933, as amended), until an appropriate
registration statement under the Securities Act of 1933, as amended, has become
effective covering the interests in the Plan and the securities issued by one of
the entities described above or counsel for the Sponsor or the Committee gives
an opinion that such an investment can be made without the described
registration process.

                                      V-4
<PAGE>

                                   ARTICLE VI

                          DISTRIBUTIONS AND FORFEITURES

                              PART A. DISTRIBUTIONS

         6.1      VALUATION OF ACCOUNTS FOR DISTRIBUTIONS. For the purpose of
making a distribution, a Member's Accounts shall be his Accounts as valued as of
the Valuation Date which is coincident with or next preceding the event which
caused the distribution, adjusted only for Contributions, distributions and
withdrawals, if any, made between the Valuation Date and that event.

         6.2      DISTRIBUTION ON DEATH. If a Member dies, the Member's spouse
or designated Beneficiary or Beneficiaries is entitled to receive 100% of the
remaining amount in all of his Accounts as of the day he dies. Each Member has
the right to designate and to revoke the designation of his Beneficiary or
Beneficiaries. Each designation or revocation must be evidenced by a written
document in the form required by the Committee, signed by the Member and filed
with the Committee. If no designation is on file at the time of a Member's death
or if the Committee determines that the designation is ineffective, the
designated Beneficiary shall be the Member's spouse, if living, or if not, the
executor, administrator or other personal representative for administration and
distribution as part of the Member's estate.

         If a Member is considered to be married under local law, the Member's
designation of any Beneficiary, other than the Member's spouse, shall not be
valid unless the spouse acknowledges in writing that he or she understands the
effect of the Member's beneficiary designation and consents to it. The consent
must be to a specific Beneficiary. The written acknowledgment and consent must
be filed with the Committee, signed by the spouse, and witnessed by a Plan
representative or a notary public. However, if the spouse cannot be located or
there exist other circumstances as described in sections 401(a)(11) and
417(a)(2) of the Code, the requirement of the Member's spouse's acknowledgment
and consent may be waived.

         6.3      DISTRIBUTION ON RETIREMENT. A Member may retire at any time on
or after he attains his Retirement Age. If a Member retires, he is entitled to
receive 100% of all of his Accounts as of the day he retires.

         6.4      DISTRIBUTION ON DISABILITY. If a Member's employment with an
Employer is terminated (which for this purpose, shall include the Member's
receipt of long term disability payments from the Employer) and the Committee
determines he is suffering from a Disability, he is entitled to receive 100% of
all of his Accounts as of the day he terminated because of his Disability.

        6.5       DISTRIBUTION ON SEVERANCE FROM SERVICE. If a Member Severs
Service with all Affiliated Employers for any reason other than death,
retirement or disability, he is entitled to receive 100% of all of his Accounts.

         6.6      DISTRIBUTION ON ISSUANCE OF A QUALIFIED DOMESTIC RELATIONS
ORDER. If the Committee determines that a judgment, decree or order relating to
child support, alimony payments or marital property rights of the spouse, former
spouse, child or other dependent of the

                                      VI-1
<PAGE>

Member is a qualified domestic relations order which complies with a state's
domestic relations law or community property law and section 414(p) of the Code
or is a domestic relations order entered before January 1, 1985, the Committee
may direct the Trustee to distribute the awarded property to the person named in
the award but only in the manner permitted under this Plan. To be a qualified
domestic relations order, the order must clearly specify: (a) the name and last
known mailing address of the Member and each alternate payee under the order,
(b) the amount or percentage of the Member's benefits to be paid from the Plan
to each alternate payee or the manner in which the amount or percentage can be
determined, (c) the number of payments or periods for which the order applies,
(d) the plan to which the order applies, and (e) all other requirements set
forth in section 414(p) of the Code. If a distribution is made at a time when
the Member is not fully vested, a separate subaccount shall be created for the
remaining portion of each Account which was not fully vested. That subaccount
shall then remain frozen: that is, no further contributions nor any forfeitures
shall be allocated to the subaccount; however, it shall receive its
proportionate share of trust appreciation or depreciation and income earned on
or losses incurred by the Trust Fund. To determine the Member's vested interest
in each subaccount at any future time, the Committee shall add back to the
subaccount at that time the amount that was previously distributed under the
qualified domestic relations order, shall multiply the reconstituted subaccount
by the vesting percentage, and shall then subtract the amount that was
previously distributed. The remaining amount is the Member's vested interest in
the subaccount at that time.

         6.7      FORFEITURE ON SEVERING SERVICE WITH ALL AFFILIATED EMPLOYERS.
If as a result of Severing Service with all Affiliated Employers a former Member
receives a distribution of his entire vested interest in his Account, the
nonvested amount in his Account is immediately forfeited. However, if the Member
is reemployed, all of his Accounts containing Employer Contributions (unadjusted
for subsequent gains or losses) shall be restored if he repays to the Trustee
that portion of the distribution which was derived from Employer Contributions
within five years of the date of distribution. A former Member who received no
distribution upon his Severing Service with all Affiliated Employers because he
had no vested interest shall be treated as if he received a distribution of his
entire vested interest and that interest was less than $5,000.00.

If a former Member who has a vested interest in his Account received no
distribution or a distribution of less than the full amount of his entire vested
interest as a result of his Severing Service with all Affiliated Employers the
nonvested amount in his Account is immediately forfeited following five
consecutive one-year Periods of Severance.

A distribution shall be treated as if it were made as a result of Severing
Service with all Affiliated Employers if it is made not later than the end of
the second Plan Year following the Plan Year in which the former Member Severs
Service.

         6.8      FORFEITURE BY LOST MEMBERS OR BENEFICIARIES; ESCHEAT. If a
person who is entitled to a distribution cannot be located during a search
period of 60 days after the Trustee has initially attempted making payment, that
person's Account shall be forfeited. However, if at any time prior to the
termination of this Plan and the complete distribution of the Trust Fund, the
Former Member or Beneficiary files a claim with the Committee for the forfeited
benefit, that benefit shall be reinstated (without adjustment for trust income
or losses during the forfeited period) effective as of the date of the receipt
of the claim. As soon as appropriate following the

                                      VI-2
<PAGE>

Employer's Contribution of the reinstated amount, it shall be paid to the former
Member or Beneficiary in a single sum.

               PART B. FORM, ADJUSTMENTS AND TIME OF DISTRIBUTION

         6.9      FORM OF DISTRIBUTIONS. Distributions shall be made only in
cash unless an asset held in the Trust cannot be sold by distribution date or
can only be sold at less than its appraised value, in which event part or all of
the distribution may be made in kind. Also, a Member (or his designated
beneficiary or legal representative, in the case of a deceased Member) may elect
to have those portions of his Accounts that are invested in shares of common
stock of the Sponsor distributed in full shares with any remaining balance
(including factional shares) distributed in cash. Except with respect to Plan
mergers or Plan transfers from other qualified plans that require optional forms
of payment, all distributions shall be made in one lump sum payment or, as a
Direct Rollover if the Distributee elects, at the time and in the manner
prescribed by the Committee, to have any portion or all of the Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan named by the
Distributee.

         Effective with respect to any distribution with an annuity starting
date that is earlier than the earlier of (1) the 90th day following the date the
Member has been furnished a summary that reflects this amendment and that
satisfies the requirements of 29 C.F.R. Section 2520.104b-3 (relating to a
summary of material modifications) for pension plans or (2) January 1, 2003,
each Member, to the extent he was previously permitted to so elect may elect one
of the following methods of payment:

                  (a)      GRANT PLAN PRIOR PLAN ACCOUNT

                           A Member who has a Grant Plan Prior Plan Account may
                  elect in writing to have his Grant Plan Prior Plan Account
                  distributed in periodic installments (no more frequently than
                  monthly) over the life expectancy of the Participant, the life
                  expectancy of the Participant's spouse or designated
                  Beneficiary, a period certain not extending beyond the life
                  expectancy of the Participant, or a period certain not
                  extending beyond the life expectancy of the Participant and
                  his spouse or designated Beneficiary.

                  (b)      PRIDECO PLAN PRIOR PLAN ACCOUNT

                           A Member may elect in writing to have his Prideco
                  Plan Prior Plan Account distributed in periodic installments
                  either monthly, quarterly or annually over a fixed reasonable
                  period of time, not exceeding the life expectancy of the
                  Participant, or the joint life and last survivor expectancy of
                  the Participant and his Beneficiary.

                  (c)      ENERPRO PLAN PRIOR PLAN ACCOUNT

                           A Member may elect in writing to have his Enerpro
                  Plan Prior Plan Account distributed as follows:

                           i.       periodic installments either monthly,
                                    quarterly, semiannually or annually over a
                                    fixed period, not exceeding the life
                                    expectancy of

                                      VI-3
<PAGE>

                                    the Member, or the joint life and last
                                    survivor expectancy of the Member and his
                                    Beneficiary, and

                           ii.      a qualified joint and survivor annuity, if
                                    the Member is married, and a life annuity if
                                    single, at the time the benefit is payable.
                                    The spousal consent requirements, as
                                    provided in the Enerpro Plan or as hereafter
                                    amended by law, shall be applicable for
                                    distributions from an Enerpro Plan Prior
                                    Plan Account. In order for a Member to elect
                                    a distribution from the Enerpro Plan Prior
                                    Plan Account other than the qualified joint
                                    survivor annuity (if married) or the single
                                    life annuity (if single), the Member must
                                    waive the applicable annuity (with spousal
                                    consent, if married). The Member shall be
                                    allowed to waive the 30-day notice provision
                                    (in accordance with applicable Treasury
                                    regulations), which would otherwise be
                                    required by the Enerpro Plan.

                  (d)      TCA PLAN ACCUMULATION

                           A Member may elect in writing to have his TCA Plan
                  Prior Plan Account distributed in the following form:

                           If the Member is married, a qualified joint and 50%
                  survivor annuity ("QJSA"), unless a 75% or 100% survivor
                  annuity is elected, and a life annuity if single, at the time
                  the benefit is payable. The QJSA shall be equal in value to
                  the single life annuity. The spousal consent requirements, as
                  provided in the TCA Plan or as hereafter amended by law or
                  this Plan, shall be applicable for distributions from the TCA
                  Plan Prior Plan Account. In order for a Member to elect a
                  distribution from the TCA Plan Prior Plan Account other than
                  the qualified joint survivor annuity (if married) or the
                  single life annuity (if single), the Member must waive the
                  applicable annuity (with spousal consent, if married). With
                  the required spousal consent, the Member may elect a different
                  form of annuity or a single lump sum distribution. The Member
                  shall be allowed to waive the 30-day notice provision (in
                  accordance with applicable Treasury regulations), which would
                  otherwise be required by the TCA Plan. Subject to the spousal
                  consent requirements, a Participant may withdraw funds from
                  his Voluntary Contribution account while employed, but may not
                  make more than one withdrawal in each six-month period.

                  (e)      TUBE ALLOY PLAN ACCUMULATION

                           A Member may elect in writing to have his Tube-Alloy
                  Plan Prior Plan Account distributed in as follows: payments
                  over a period certain either monthly, quarterly, semiannually,
                  or annually in cash installments. In order to provide such
                  installments, the Committee may direct that the Member's
                  interest in the Plan be segregated and invested separately,
                  and that the funds in the segregated account be used for the
                  payment of the installments. The period over which such
                  payment is to be made shall not extend beyond the Member's
                  life expectancy (or the life expectancy of the Member and his
                  designated Beneficiary.

                                      VI-4
<PAGE>

                  (f)      XL SYSTEMS PLAN PRIOR PLAN ACCOUNT

                           A Member may elect in writing to have his XL Systems
                  Plan Prior Plan Account distributed in a form other than
                  described in previous Sections of this Article. If he so
                  elects, his XL Systems Plan Prior Plan Account may be
                  distributed in accordance with the methods described below,
                  and any portion of his account exceeding his XL Systems Plan
                  Prior Plan Account shall be payable in accordance with the
                  other provisions of this Article VI. The forms of distribution
                  for a Participant's XL Systems Plan Prior Plan Account are:

                           If the Member is married, a qualified joint and 50%
                  survivor annuity ("QJSA"), unless a 75% or 100% survivor
                  annuity is elected, and a life annuity if single, at the time
                  the benefit is payable as provided in the XL Systems Plan at
                  the time of merger into this Plan. The spousal consent
                  requirements, as provided in the XL Systems Plan or as
                  hereafter amended by law or this Plan, shall be applicable for
                  distributions from the XL Systems Plan Prior Plan Account. In
                  order for a Member to elect a distribution from the XL Systems
                  Plan Prior Plan Account other than the qualified joint
                  survivor annuity (if married) or the single life annuity (if
                  single), the Member must waive the applicable annuity (with
                  spousal consent, if married). With the required spousal
                  consent, the Member may elect a different form of annuity,
                  periodic installment payments, or a single lump sum
                  distribution. The Member shall be allowed to waive the 30-day
                  notice provision (in accordance with applicable Treasury
                  regulations), which would otherwise be required by the XL
                  Systems Plan.

                           Upon the death of Member prior to retirement, his
                  account balance shall be 100% vested and the spouses's death
                  benefit shall equal 50% of such account, and shall be
                  distributed as provided in the XL Systems Plan at the time of
                  merger into this Plan, subject to the revisions thereto.

                  (g)      WEATHERFORD PLAN PRIOR PLAN ACCOUNT

                           A Member may elect in writing to have his Weatherford
                  Plan Prior Plan Account distributed as follows:

                           If the Member is married, a qualified joint and 50%
                  survivor annuity ("QJSA"), and a life annuity if single, at
                  the time the benefit is payable. The QJSA shall be equal in
                  value to the single life annuity. The spousal consent
                  requirements, as provided in the Weatherford Plan or as
                  hereafter amended by law or this Plan, shall be applicable for
                  distributions from the Weatherford Plan Prior Plan Account. In
                  order for a Member to elect a distribution from the
                  Weatherford Plan Prior Plan Account other than the QJSA (if
                  married) or the single life annuity (if single), the Member
                  must waive the applicable annuity (with spousal consent, if
                  married). With the required spousal consent, the Member may
                  elect a single lump sum distribution. The Member shall be
                  allowed to waive the 30-day notice provision (in accordance
                  with applicable Treasury regulations), which would otherwise
                  be required by the Weatherford Plan.

                                      VI-5
<PAGE>

                  (h)      QUALIFIED JOINT AND SURVIVOR ANNUITY RULES.

                           If the Qualified Joint and Surivivor rules apply to a
                  Member's distribution, the following rules shall apply. This
                  form of distribution cannot be elected for sums equal to or
                  less than $5,000.00. If this method of distribution is chosen,
                  each Member who is married to the same spouse throughout the
                  one-year period ending on the earlier of (a) the Member's
                  annuity starting date, or (b) the date of the Member's death,
                  will be paid in the form of a Qualified Joint and Survivor
                  Annuity, unless he and his spouse make a valid election out of
                  this form of payment. If the Member marries within one year of
                  the first day of the first period for which amounts are
                  received as an annuity by the Member, and the Member and his
                  spouse have been continuously married for at least a one-year
                  period ending on or before the date of the Member's death, the
                  Member and his spouse will be treated as having been married
                  throughout the one-year period ending on the Member's annuity
                  starting date.

                           If a married Member who qualifies for a Qualified
                  Joint and Survivor Annuity dies before the annuity starting
                  date, a Qualified Preretirement Survivor Annuity in the amount
                  that can be provided with his vested Account balance will be
                  paid to his surviving spouse, unless the Member and his
                  surviving spouse elect to receive an optional form of
                  distribution.

                           Each Member, with the consent of his spouse, may
                  elect at any time during the 90-day period ending on the
                  Member's annuity starting date, to waive the Qualified Joint
                  and Survivor Annuity or may revoke that election. Also a
                  Member, with the consent of his spouse, may elect, at anytime
                  during the period which begins on the first day of the Plan
                  Year in which the Member attains age 35 and ends on the date
                  of the Member's death, to waive the Qualified Preretirement
                  Survivor Annuity or may revoke that election. If a Member has
                  terminated employment with the Employer and all Affiliated
                  Employers, his election period will not begin later than the
                  date the former Member terminated employment. A Member's
                  waiver of the Qualified Joint and Survivor Annuity or
                  Qualified Preretirement Survivor Annuity must state the
                  specific nonspouse Beneficiary, including any class of
                  Beneficiaries or any contingent Beneficiaries, who will
                  receive the Member's benefits. A Member's waiver of the
                  Qualified Joint and Survivor Annuity must also specify the
                  optional form of benefit selected.

                           A Member's waiver of the Qualified Joint and Survivor
                  Annuity or the Qualified Preretirement Survivor Annuity will
                  not be effective unless the Member's spouse signs either a
                  specific or a general consent to the Member's waiver.

                           A specific spousal consent must be in writing,
                  consent to the Member's waiver, consent to the specific
                  nonspouse Beneficiary designated by the Member to receive Plan
                  benefits, consent to the particular form of distribution
                  selected by the Member, acknowledge the effect of the spouse's
                  consent to the Member's waiver and be witnessed by a notary
                  public or a Plan representative.

                                      VI-6
<PAGE>

                           A general spousal consent must be in writing, consent
                  to the Member's waiver, specify that the Member can change the
                  Beneficiary designated by him to receive Plan benefits without
                  any requirement of further consent by the spouse, specify that
                  the Member can change the form of distribution elected by the
                  Member without any requirement of further consent by the
                  spouse, acknowledge that the spouse has the right to limit
                  consent to a specific Beneficiary and a particular form of
                  distribution, specify that the spouse voluntarily elects to
                  relinquish the right to limit consent to a specific
                  Beneficiary and, if applicable, a specific form of
                  distribution, acknowledge the effect of the spouse's consent
                  to the Member's waiver, and be witnessed by a notary public or
                  a Plan representative.

                           The Member's election to waive the Qualified Joint
                  and Survivor Annuity and/or Qualified Preretirement Survivor
                  Annuity will be effective if it is established to the
                  satisfaction of the Employer that the spousal consent
                  ordinarily required can not be obtained because there is no
                  spouse, the spouse cannot be located, or there exist other
                  circumstances which obviate the necessity of obtaining the
                  spousal consent. Any consent by the Member's spouse, or
                  establishment that the consent of the Member's spouse cannot
                  be obtained, will be effective only to that spouse.

                           During a period that is no less than 30 days and no
                  more than 90 days before the Member's annuity starting date,
                  each Member is to receive the following information written in
                  nontechnical language: a general description and explanation
                  of the terms and conditions of the Qualified Joint and
                  Survivor Annuity, an explanation of the eligibility conditions
                  and other material features and of the forms of distribution
                  available, sufficient information to explain the relative
                  values of the forms of distribution available, the
                  circumstances under which the Qualified Joint and Survivor
                  Annuity will be provided unless the Member elects to waive
                  that form, a general explanation of the Member's right to
                  elect to waive the Qualified Joint and Survivor Annuity form
                  of benefit and the effect of a waiver, the right of the
                  Member's spouse to consent or not to consent to a waiver, a
                  general explanation of the Member's right to revoke an
                  election to waive the Qualified Joint and Survivor Annuity and
                  the effect of a revocation, and the Member's right to request
                  a written explanation of the financial effect upon his benefit
                  of electing to waive the Qualified Joint and Survivor Annuity.

                           The 30-day waiting period provided in this Section
                  may be waived by affirmatively electing a form of distribution
                  in a manner that satisfies the applicable Regulation; however,
                  that waiver will not affect the requirement that the
                  information required by this Section be provided the
                  Participant no more than 90 days before the date that a
                  distribution is to commence.

                           Within the period beginning on the first day of the
                  Plan Year in which a Member attains age 32 and ending with the
                  close of the Plan Year preceding the Plan Year in which the
                  Member attains age 35, or within the one year period that
                  starts on the date that the Member becomes a Member, or within
                  the one year period that starts on the date that the Member
                  severs Service if the Member severs before attaining age 35,
                  whichever period ends last, each Member is to receive a

                                      VI-7
<PAGE>

                  written explanation with respect to the Qualified
                  Preretirement Survivor Annuity comparable to that required for
                  the Qualified Joint and Survivor Annuity.

                           If a Member is single on the earlier of the Member's
                  annuity Starting Date or the date of the Member's death and
                  has a vested Account balance in excess of $5,000.00, his
                  benefit payable for any reason other than the Member's death
                  will be paid in the form of a single life only annuity unless
                  he elects one of the forms of distribution described in this
                  Section. If a Member who qualifies for a single life only
                  annuity dies before his annuity starting date, a single sum in
                  cash equal to the amount in the Member's Account will be paid
                  to his designated Beneficiary, unless the Member elects
                  another form of distribution described in this Section. The
                  waiver periods and information to be provided single Members
                  are the same as those to be provided the married Members.

         All protected Section 411(d)(6) benefits attributable to any plan
merger or plan to plan transfer are hereby incorporated into this Plan by
reference. Specifically, but not by way of limitation, the above reflect certain
plan mergers and/or plan transfers whose Section 411(d)(6) protected benefits
are hereby incorporated into the Plan, subject to being eliminated as provided
for in the second paragraph of this Section 9.

         6.10     ADJUSTMENT OF VALUE OF DISTRIBUTION. Any Account held for
distribution past one or more Valuation Dates shall continue to share in the
appreciation or depreciation of the Trust Fund and in the income earned or
losses incurred by the Trust Fund until the last Valuation Date which occurs
with or next precedes the date distribution is made.

         6.11     NORMAL TIME FOR DISTRIBUTION. The following rules shall
normally govern the time for distribution unless Section 6.12 requires an
earlier distribution. Prior to making a distribution, the Committee (or its
designated representative) must furnish such Member with a benefit notice. The
benefit notice must explain the optional forms of benefit in the Plan, including
the material features and relative values of those options, the Member's right
to defer distribution until he attains Retirement Age, and relevant information
concerning the direct rollover option described in Section 6.9. The notice must
also inform the Member of his right to consider whether or not to elect a
distribution for 30 days after receiving the notice. Notwithstanding any other
provision of this Section 6.11, or of this Plan, a Member and his or her spouse
may waive the 30-day waiting period provided in this Section for making an
election of benefits by affirmatively electing a form of distribution in a
manner that satisfies the applicable Regulation, but that waiver shall not
affect the requirement that the information required by this Section be provided
the Member no more than 90 days before his annuity starting date. If the benefit
to be distributed to the Member is or is deemed to be $5,000.00 or less, the
benefit should be distributed within one year after the Member becomes entitled
to the benefit. Also, if it is or is deemed to be greater than $5,000.00 and the
Member consents to the distribution, the benefit should be distributed or begin
to be distributed within one year after the Member becomes entitled to the
benefit. If, however, the benefit to be distributed is or is deemed to be
greater than $5,000.00 and the Member fails to consent to the distribution, the
distribution shall not be made without the Member's consent until he attains
normal Retirement Age or age 62, whichever is later. In any event, if the Member
dies, the surviving spouse may require payments to begin within a reasonable
time.

                                      VI-8
<PAGE>

         6.12     TIME LIMIT FOR DISTRIBUTION. All distributions must comply
with sections 401(a)(9) and 401(a)(14) of the Code and their regulations. Thus,
the distribution must be made no later than the EARLIER of the date required by
subsection (a) or (b) if the Member has not died.

                  (a)      Section 401(a)(9): Commencing January 1, 1999, each
         Member must begin receiving a distribution under the Plan on or before
         April 1st of the calendar year following the later of the calendar year
         in which the Member retires or attains age 70 1/2 in the amount
         required by section 401(a)(9) of the Code and its Regulations. Until
         that date, a Member may elect to begin receiving distributions or
         receive his distribution on the April 1st of the calendar year
         following the calendar year in which he attains age 70 1/2 even though
         he has not retired, in the amount required by section 401(a)(9) of the
         Code and its Regulations. However, if the Member is a Five Percent
         Owner in the Plan Year ending in the calendar year in which he attains
         70 1/2, distribution must begin April 1st of the following calendar
         year regardless of whether he remains employed by the Employer or an
         Affiliated Employer. Without regard to the above rules, if a Member
         made a designation before January 1, 1984, which complied with section
         401(a)(9) of the Code before its amendment by the Tax Reform Act of
         1984, the distribution does not have to be made until the time
         described in the designation, if later.

                  (b)      Section 401(a)(14): The distribution must be made to
         the Member on or before the 60th day after the latest of the end of the
         Plan Year in which the Member attains his Retirement Age, attains the
         10th anniversary of the year in which he began participation or
         terminates employment with all Affiliated Employers unless the Member
         consents to a later time.

         If the Member has died and a portion of the Member's Account is payable
to a designated Beneficiary the payment must be made not later than one year
after the Member's death. If the surviving spouse is the Beneficiary, the
payment may be delayed so as to be made on the date on which the Member would
have attained age 70 1/2. If payment is postponed and the surviving spouse dies
before payment is made, the surviving spouse shall be treated as the Member for
purposes of this paragraph.

         6.13     PROTECTED BENEFITS. No provision of this Plan shall reduce or
eliminate any benefit protected by section 411(d)(6)of the Code.

                                      VI-9
<PAGE>

                                   ARTICLE VII

                              WITHDRAWALS AND LOANS

         7.1      VALUATION OF ACCOUNTS FOR WITHDRAWALS AND LOANS. For the
purpose of withdrawals and loans, a Member's Account shall be his Accounts as
valued as of the Valuation Date which is coincident with or next preceding the
request for the withdrawal or loan adjusted only for Contributions,
distributions, withdrawals and loans, if any, made between the Valuation Date
and that event.

         7.2      MINIMUM WITHDRAWAL AMOUNT. Each withdrawal must be in an
amount equal to or in excess of $500.

         7.3      WITHDRAWALS OF EMPLOYEE AFTER TAX AND ROLLOVER ACCOUNTS. A
Member is entitled at any time to receive a withdrawal from his Employee After
Tax Contribution and/or Rollover Account after giving 15 days written notice to
the Committee. The withdrawal cannot be more than the balance of the Account.
Each withdrawal of Employee After Tax Contributions contributed after December
31, 1986 shall include a pro rata share of income earned on those Contributions.
Pre-1987 Employee After Tax Contributions shall be withdrawn first until they
are exhausted.

          7.4     WITHDRAWAL FOR FINANCIAL HARDSHIP. A Member is entitled to
receive a withdrawal from his Salary Deferral Contribution Account (exclusive of
income earned after December 31, 1988), Employer Matching Contribution Account,
Employer Discretionary Contribution Account, Rollover Account, or his Qualified
Nonelective Contribution Account in the event of an immediate and heavy
financial need incurred by the Member and the Committee's determination that the
withdrawal is necessary to alleviate that hardship. A Member, however must first
take a hardship withdrawal from his Employer Matching Contribution Account,
Employer Discretionary Account, Rollover Account or his Qualified Nonelective
Contribution Account prior to receiving a hardship withdrawal from his Salary
Deferral Contribution Account.

                  (a)      Approval Reasons for Hardship: A distribution shall
         be made on account of financial hardship only if the distribution is
         for: (i) expenses for medical care described in section 213(d) of the
         Code previously incurred by the Member, the Member's spouse, or any
         dependents of the Member (as defined in section 152 of the Code) or
         necessary for these persons to obtain medical care described in section
         213(d) of the Code, (ii) costs directly related to the purchase
         (excluding mortgage payments) of a principal residence for the Member,
         (iii) payment of tuition, related educational fees and room and board
         expenses, for the next 12 months of post-secondary education for the
         Member, his or her spouse, children, or dependents (as defined in
         section 152 of the Code), (iv) payments necessary to prevent the
         eviction of the Member from his principal residence or foreclosure on
         the mortgage of the Member's principal residence, or (v) any other
         event added to this list by the Commissioner of Internal Revenue.

                  (b)      Maximum Distribution Permitted: A distribution to
         satisfy an immediate and heavy financial need shall not be made in
         excess of the amount of the immediate and heavy financial need of the
         Member and the Member must have obtained all distributions, other than
         hardship distributions, and all nontaxable (at the time of the

                                     VII-1
<PAGE>



         loan) loans currently available under all plans maintained by the
         Employer. The amount of a Member's immediate and heavy financial need
         includes any amounts necessary to pay any federal, state or local
         income taxes or penalties reasonably anticipated to result from the
         financial hardship distribution.

                  (c)      Conditions Placed on Participation in Plan and other
         Fringe Benefits:. The Member's hardship distribution shall terminate
         his or her right to make any Employee After Tax Contributions or to
         have the Employer make any Salary Deferral Contributions on his or her
         behalf until the next time Employee After Tax Contributions and Salary
         Deferral Contributions are permitted after the lapse of 12 months
         following the hardship distribution and his or her timely filing of a
         written request to resume his or her Employee After Tax Contributions
         or Salary Deferral Contributions. Even then, if the Member resumes
         Contributions in his next taxable year he cannot have the Employer make
         any Salary Deferral Contributions in excess of the limit in section
         402(g) of the Code for that taxable year reduced by the amount of
         Salary Deferral Contributions made by the Employer on the Member's
         behalf during the taxable year of the Member in which he received the
         hardship distribution.

                  In addition, for 12 months after he receives a hardship
         distribution from this Plan the Member is prohibited from making
         elective contributions and employee contributions to all other
         qualified and nonqualified plans of deferred compensation maintained by
         the Employer, including stock option plans, stock purchase plans and
         cash or deferred arrangements that are part of cafeteria plans
         described in section 125 of the Code. However, the Member is not
         prohibited from making mandatory employee contributions to a defined
         benefit plan, or contributions to a health or welfare benefit plan,
         including one that is part of a cafeteria plan within the meaning of
         section 125 of the Code.

         7.5      WITHDRAWALS ON OR AFTER AGE 59 1/2. A Member who is at least
age 59 1/2is entitled to withdraw his vested interest in all of his Accounts.

         7.6      LOANS. The Committee may direct the Trustee to make loans to
Members (and Beneficiaries who are "parties in interest" within the meaning of
ERISA) who have a vested interest in the Plan. Loans may not be made to any
shareholder-employee (as defined in section 1379 of the Code as in effect before
the enactment of the Subchapter S Revision Act of 1982) or any owner-employee
(as defined in section 401(c)(3) of the Code or a member of the family of either
(as defined in section 267(c)(4) of the Code. The Loan Committee established by
the Committee will be responsible for administering the Plan loan program. All
loans will comply with the following requirements:

                  (a)      All loans will be made solely from the Member's or
         Beneficiary's Account.

                  (b)      Loans will be available on a nondiscriminatory basis
         to all Beneficiaries who are "parties in interest" within the meaning
         of ERISA, and to all Members.

                  (c)      Loans will not be made for less than $1,000.

                                     VII-2
<PAGE>

                  (d)      The maximum amount of a loan may not exceed the
         lesser of (i) $50,000 reduced by the person's highest outstanding loan
         balance from the Plan during the preceding one year period, or (ii)
         one-half of the present value of the person's vested Account balance
         under the Plan determined as of the date on which the loan is approved
         by the Loan Committee. If determining whether a loan would exceed these
         limits, all loans under all plans of the Employer and all Affiliated
         Employers which are outstanding or which have not been repaid at least
         one year before must be taken into consideration.

                  (e)      Any loan from the Plan will be evidenced by a note or
         notes (signed by the person applying for the loan) having such
         maturity, bearing such rate of interest, and containing such other
         terms as the Loan Committee will require by uniform and
         nondiscriminatory rules consistent with this Section and proper lending
         practices. When required by law, the borrowing person must be supplied
         with all documents required by the truth-in-lending laws and any other
         applicable federal or state statute.

                  (f)      All loans will bear a reasonable rate of interest
         which will be established by the Loan Committee. In determining the
         proper rate of interest to be charged, at the time any loan is made or
         renewed, the Loan Committee may contact one or more of the banks in the
         geographic location in which the Member or Beneficiary resides to
         determine what interest rate the banks would charge for a similar loan
         taking into account the collateral offered.

                  (g)      Each loan will be fully secured by a pledge of the
         borrowing person's vested Account balance. No more than 50% of the
         person's vested Account balance (determined immediately after the
         origination of the loan) will be considered as security for any loan.

                  (h)      Generally, the term of the loan will not be more than
         five years. The Loan Committee may agree to a longer term only if the
         term is otherwise reasonable and the proceeds of the loan are to be
         used to acquire a dwelling which will be used within a reasonable time
         (determined at the time the loan is made) as the principal residence of
         the borrowing person.

                  (i)      The loan agreement will require level amortization
         over the term of the loan and repayment through salary withholding
         except in the case of a loan to a person who is not employed by the
         Employer.

                  (j)      A Member may not make a withdrawal if the remaining
         balance of the Member's Account would be less than the outstanding loan
         balance or the withdrawal would violate any security requirements of
         the loan. No distribution may be made to a Member until all loans to
         him have been paid in full. If a Member has an outstanding loan from
         the Plan at the time he terminates employment with all Affiliated
         Employers, the Member will be entitled to continue repaying the loan in
         accordance with the originally agreed upon repayment schedule. If the
         Member fails to repay the loan, the Trustee will foreclose on the loan
         and the Member will be deemed to have received a Plan distribution of
         the amount foreclosed upon. The Trustee will not foreclose upon a
         Member's Salary Deferral Contributions Account or Qualified Nonelective
         Employer

                                     VII-3
<PAGE>

         Contributions Account until the Member has terminated employment with
         all Affiliated Employers.

                  (k)      If a Beneficiary defaults on his loan, the Trustee
         will foreclose on the loan and the Beneficiary will be deemed to have
         received a Plan distribution of the amount foreclosed upon.

                  (l)      No amount that is pledged as collateral for a Plan
         loan to a Participant will be available for withdrawal before he has
         fully repaid his loan.

                  (m)      All interest payments made pursuant to the terms of
         the loan agreement will be credited to the borrowing person's Account
         and will not be considered as general earnings of the Trust Fund to be
         allocated to other Members. All expenses or losses incurred because of
         the loan shall be charged to the borrowing person's Account.

                  (n)      Payment of any loan made by a Member shall be
         suspended while a Member is in qualified military service and is
         covered by USERRA.

                  (o)      The Committee is authorized to establish written
         guidelines which, if and when adopted, shall become part of this Plan
         and shall establish a procedure for applying for loans, the basis on
         which loans will be approved or denied, limitations (if any) on the
         types and amounts of loans offered, and any other matters necessary or
         appropriate to administering this Section.

                                     VII-4
<PAGE>

                                  ARTICLE VIII

                        GENERAL PROVISIONS APPLICABLE TO
                   FILING A CLAIM, DISTRIBUTIONS TO MINORS AND
                           NO DUPLICATION OF BENEFITS

         8.1      CLAIMS PROCEDURE. When a benefit is or is about to be due, the
Employee, former Employee or beneficiary must submit a claim to the personnel
office of the Corporation. Under normal circumstances, a final decision will be
made as to a claim for benefits other than disability benefits within 90 days.
If the Committee notifies the claimant in writing during the initial 90-day, it
may extend the period up to 180 days after the initial receipt of the claim. The
written notice must contain the circumstances necessitating the extension and
the anticipated date for the final decision. If a claim is denied during the
claims period, the Committee must notify the claimant in writing. The denial
must include the specific reasons for it, the Plan provisions upon which the
denial is based, any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary, and the Plan's review procedures and time limits,
including a statement of the claimant's right to bring a civil action under
section 502(a) of ERISA.

         If an Employee's, former Employee's, or beneficiary's claim is denied
and he wants a review, he must apply to the Committee in writing. That
application can include any arguments, written comments, documents, records, and
other information relating to the claim for benefits. In addition, the claimant
is entitled to receive on request and free of charge reasonable access to and
copies of all information relevant to the claim. For this purpose, "relevant"
means information that was relied on in making the benefit determination or that
was submitted, considered or generated in the course of making the
determination, without regard to whether it was relied on, and information that
demonstrates compliance with the Plan's administrative procedures and safeguards
for assuring and verifying that Plan provisions are applied consistently in
making benefit determinations. The Committee must take into account all
comments, documents, records, and other information submitted by the claimant
relating to the claim, without regard to whether the information was submitted
or considered in the initial benefit determination. The claimant can either
represent himself or appoint a representative, either of whom has the right to
inspect all documents pertaining to the claim and its denial. The Committee can
schedule any meeting with the claimant or his representative that it finds
necessary or appropriate to complete its review. The request for review must be
filed within 90 days after the denial. If it is not, the denial becomes final.
If a timely request is made, the Committee must make its decision, under normal
circumstances, within 60 days of the receipt of the request for review. However,
if the Committee notifies the claimant prior to the expiration of the initial
review period, it can extend the period of review up to 120 days following the
initial receipt of the request for a review. All decisions of the Committee must
be in writing and must include the specific reasons for its action, the Plan
provisions on which its decision is based, and a statement that the claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to the
claimant's claim for benefits, and a statement of the claimant's right to bring
an action under section 502(a) of ERISA. If a decision is not given to the
claimant within the review period, the claim is treated as if it were denied on
the last day of the review period.

                                     VIII-1
<PAGE>

         8.2      NO DUPLICATION OF BENEFITS. There shall be no duplication of
benefits under this Plan. Without regard to any other language in this Plan, all
distributions and withdrawals are to be subtracted from a Member's Account as of
the date of the distribution or withdrawal. Thus, if the Member has received one
distribution or withdrawal and is ever entitled to another distribution or
withdrawal, the prior distribution or withdrawal is to be taken into account.

         8.3      DISTRIBUTIONS TO DISABLED OR MINORS. If the Committee
determines that any person to whom a payment is due is a minor or is unable to
care for his affairs because of a physical or mental disability, it shall have
the authority to cause the payments to be made to an ancestor, descendant,
spouse, or other person the Committee determines to have incurred, or to be
expected to incur, expenses for that person or to the institution which is
maintaining or has custody of the person unless a prior claim is made by a
qualified guardian or other legal representative. The Committee and the Trustee
shall not be responsible to oversee the application of those payments. Payments
made pursuant to this power shall be a complete discharge of all liability under
the Plan and Trust and the obligations of the Employer, the Trustee, the Trust
Fund and the Committee.

                                     VIII-2
<PAGE>

                                   ARTICLE IX

                             TOP-HEAVY REQUIREMENTS

         9.1      APPLICATION. The requirements described in this Article shall
apply to each Plan Year that this Plan is determined to be a Top-Heavy Plan
under the test set out in the following Section.

         9.2      TOP-HEAVY TEST. If on the Determination Date the Aggregate
Accounts of Key Employees in the Plan exceeds 60% of the Aggregate Accounts of
all Employees in the Plan, this Plan shall be a Top-Heavy Plan for that Plan
Year. In addition, if this Plan is required to be included in an Aggregation
Group and that group is a top-heavy group, this Plan shall be treated as a
Top-Heavy Plan. An Aggregation Group is a top-heavy group if on the
Determination Date the sum of (a) the present value of the cumulative accrued
benefits for Key Employees under all defined benefit plans in the Aggregation
Group which contains this Plan plus (b) the total of all of the accounts of Key
Employees under all defined contribution plans included in the Aggregation Group
(which contains this Plan) is more than 60% of a similar sum determined for all
employees covered in the Aggregation Group which contains this Plan.

         In applying the above tests, the following rules shall apply:

                  (a)      In determining the present value of the accumulated
         accrued benefits for any Employee or the amount in the account of any
         Employee, the value or amount shall be increased by all distributions
         made to or for the benefit of the Employee under the Plan during the
         five year period ending on the Determination Date. The preceding
         sentence shall also apply to distributions under a terminated plan
         which if it had not been terminated would have been required to be
         included in an Aggregation Group.

                  (b)      All rollover contributions made after December 31,
         1983 by the Employee to the Plan shall not be considered by the Plan
         for either test.

                  (c)      If an Employee is a Non-Key Employee under the Plan
         for the Plan Year but was a Key Employee under the Plan for another
         prior Plan Year, his account shall not be considered.

                  (d)      Benefits shall not be taken into account in
         determining the top-heavy ratio for any Employee who has not performed
         services for the Employer during the last five-year period ending upon
         the Determination Date.

         9.3      VESTING RESTRICTIONS IF PLAN BECOMES TOP-HEAVY. If a Member
has at least one Hour of Service during a Plan Year when the Plan is a Top-Heavy
Plan he shall either vest under each of the normal vesting provisions of the
Plan or under the following vesting schedule, whichever is more favorable:

<TABLE>
<CAPTION>
                                                             PERCENTAGE OF AMOUNT VESTED
                                                                IN ACCOUNTS CONTAINING
       COMPLETED YEARS OF ACTIVE SERVICE                        EMPLOYER CONTRIBUTIONS
       ---------------------------------                        ----------------------
<S>                                                          <C>
Less than two years....................................                   0%
</TABLE>

                                      IX-1
<PAGE>

<TABLE>
<S>                                                                     <C>
Two years but less than three years....................                  20%
Three years but less than four years...................                  40%
Four years but less than five years....................                  60%
Five years but less than six years.....................                  80%
Six years or more......................................                 100%
</TABLE>

If the Plan ceases to be a Top-Heavy Plan, this requirement shall no longer
apply. After that date the normal vesting provisions of the Plan shall be
applicable to all subsequent Contributions by the Employer.

         9.4      MINIMUM CONTRIBUTION IF PLAN BECOMES TOP-HEAVY. If this Plan
is a Top-Heavy Plan and the normal allocation of the Employer Contribution and
forfeitures is less than 3% of any Non-Key Employee Member's Annual
Compensation, the Committee, without regard to the normal allocation procedures,
shall allocate the Employer Contribution and the forfeitures among the Members
who are in the employ of the Employer at the end of the Plan Year (even if the
Member has less than 501 Hours of Service in the Plan Year), in proportion to
each Member's Annual Compensation as compared to the total Annual Compensation
of all Members for that Plan Year until each Non-Key Employee Member has had an
amount equal to the lesser of (i) the highest rate of Contribution applicable to
any Key Employee, or (ii) 3% of his Annual Compensation allocated to his
Account. At that time, any more Employer Contributions or forfeitures shall be
allocated under the normal allocation procedures described earlier in this Plan.
Salary Deferral Contributions and Employer Matching Contributions made on behalf
of Key Employees are included in determining the highest rate of Employer
Contributions. Salary Deferral Contributions made on behalf of Non-Key Employees
shall not be included in determining the minimum contribution required under
this Section. Employer Matching Contributions and amounts that may be treated as
Section 401(k) Contributions or Section 401(m) Contributions, other than
Qualified Nonelective Employer Contributions, made on behalf of Non-Key
Employees may not be included in determining the minimum contribution required
under this Section to the extent that they are treated as Section 401(m)
Contributions or Section 401(k) Contributions for purposes of the Actual
Deferral Percentage test or the Contribution Percentage test.

         In applying this restriction the following rules shall apply:

                  (a)      Each Employee who is eligible for membership (without
         regard to whether he has made mandatory contributions, if any are
         required, or whether his compensation is less than a stated amount)
         shall be entitled to receive an allocation under this Section.

                  (b)      All defined contribution plans required to be
         included in the Aggregation Group shall be treated as one plan for
         purposes of meeting the 3% maximum. This required aggregation shall not
         apply if this Plan is also required to be included in an Aggregation
         Group which includes a defined benefit plan and this Plan enables that
         defined benefit plan to meet the requirements of sections 401(a)(4) or
         410 of the Code.

         9.5      COVERAGE UNDER MULTIPLE TOP-HEAVY PLANS. If this Plan is a
Top-Heavy Plan, it must meet the vesting and benefit requirements described in
this Article without taking into account contributions or benefits under Chapter
2 of the Code (relating to tax on self-employment income), Chapter 21 of the
Code (relating to Federal Insurance Contributions Act), Title II of the Social
Security Act or any other Federal or State law.

                                      IX-2
<PAGE>

         If a Non-Key Employee is covered by both a Top-Heavy defined
contribution plan and a defined benefit plan, he shall receive the defined
benefit minimum, offset by the benefits provided under the defined contribution
plan.

         9.6      RESTRICTIONS IF PLAN BECOMES SUPER-TOP-HEAVY. Effective for
Limitation Years beginning before January 1, 2000, if the Plan is determined to
be a Top-Heavy Plan, the number "1.00" must be substituted for the number "1.25"
when applying the limitations of section 415 of the Code to this Plan, unless
the Plan would not be a Top-Heavy Plan if "90%" were substituted for "60%" and
the Employer Contribution for the Plan Year for each Non-Key Employee, who is a
Member, is not less than 4% of the Member's Annual Compensation.

                                      IX-3
<PAGE>

                                    ARTICLE X

                           ADMINISTRATION OF THE PLAN

         10.1     APPOINTMENT, TERM OF SERVICE & REMOVAL. The Board of Directors
shall appoint a Committee to administer this Plan. The members shall serve until
their resignation, death or removal. Any member may resign at any time by
mailing a written resignation to the Board of Directors. Any member may be
removed by the Board of Directors, with or without cause. Vacancies may be
filled by the Board of Directors from time to time.

         10.2     POWERS. The Committee is a fiduciary. It has the exclusive
responsibility for the general administration of the Plan and Trust, and has all
powers necessary to accomplish that purpose, including but not limited to the
following rights, powers, and authorities:

                  (a)      to make rules for administering the Plan and Trust so
         long as they are not inconsistent with the terms of the Plan;

                  (b)      to construe all provisions of the Plan and Trust;

                  (c)      to correct any defect, supply any omission, or
         reconcile any inconsistency which may appear in the Plan or Trust;

                  (d)      to select, employ, and compensate at any time any
         consultants, actuaries, accountants, attorneys, and other agents and
         employees the Committee believes necessary or advisable for the proper
         administration of the Plan and Trust; any firm or person selected may
         be a disqualified person but only if the requirements of section
         4975(d) of the Code have been met;

                  (e)      to determine all questions relating to eligibility,
         Active Service, Compensation, allocations and all other matters
         relating to the amount of benefits and any one or more Members' or
         Former Members' entitlement to benefits and to determine when it is
         required under the Plan to treat a Former Member as a Member;

                  (f)      to determine all controversies relating to the
         administration of the Plan and Trust, including but not limited to any
         differences of opinion arising between an Employer and the Trustee or a
         Member or Former Member, or any combination of them and any questions
         it believes advisable for the proper administration of the Plan and
         Trust;

                  (g)      to direct or to appoint an investment manager or
         managers who can direct the Trustee in all matters relating to the
         investment, reinvestment and management of the Trust Fund;

                  (h)      to direct the Trustee in all matters relating to the
         payment of Plan benefits;

                  (i)      to delegate any clerical or recordation duties of the
         Committee as the Committee believes is advisable to properly administer
         the Plan and Trust; and

                                      X-1
<PAGE>

                  (j)      to make any other determination of any fact or any
         decision as to any aspect of the administration of the Plan and Trust
         that is appropriate in its general administration of the Plan and
         Trust.

         10.3     ORGANIZATION. The Committee may select, from among its
members, a chairman, and may select a secretary. The secretary need not be a
member of the Committee. The secretary shall keep all records, documents and
data pertaining to its administration of the Plan and Trust.

         10.4     QUORUM AND MAJORITY ACTION. A majority of the Committee
constitutes a quorum for the transaction of business. The vote of a majority of
the members present at any meeting shall decide any question brought before that
meeting. In addition, the Committee may decide any question by a vote, taken
without a meeting, of a majority of its members.

         10.5     SIGNATURES. The chairman, the secretary and any one or more of
the members of the Committee to which the Committee has delegated the power
shall each, severally, have the power to execute any document on behalf of the
Committee, and to execute any certificate or other written evidence of the
action of the Committee. The Trustee, after it is notified of any delegation of
power in writing, shall accept and may rely upon any document executed by the
appropriate member or members as representing the action of the Committee until
the Committee files a written revocation of that delegation of power with the
Trustee.

         10.6     DISQUALIFICATION OF COMMITTEE MEMBER. A member of the
Committee who is also a Member of this Plan shall not vote or act upon any
matter relating solely to himself.

         10.7     DISCLOSURE TO MEMBERS. The Committee shall make available to
each Member and Beneficiary for his examination those records, documents and
other data required under ERISA, but only at reasonable times during business
hours. No Member or Beneficiary has the right to examine any data or records
reflecting the compensation paid to any other Member or Beneficiary. The
Committee is not required to make any other data or records available other than
those required by ERISA.

         10.8     STANDARD OF PERFORMANCE. The Committee and each of its
members: (a) shall use 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 conducting his business as the
administrator of the Plan, (b) shall, when exercising its power to direct
investments, diversify the investments of the Plan so as to minimize the risk of
large losses, unless under the circumstances it is clearly prudent not to do so,
and (c) shall otherwise comply with the provisions of this Plan and ERISA.

         10.9     LIABILITY OF COMMITTEE AND LIABILITY INSURANCE. No member of
the Committee shall be liable for any act or omission of any other member of the
Committee, the Trustee, any investment manager appointed by the Committee or any
other agent appointed by the Committee unless required by the terms of ERISA or
another applicable state or federal law under which liability cannot be waived.
No member of the Committee shall be liable for any act or omission of his own
unless required by ERISA or another applicable state or federal law under which
liability cannot be waived.

                                      X-2
<PAGE>

         If the Committee directs the Trustee to do so, it may purchase out of
the Trust Fund insurance for the members of the Committee, for any other
fiduciaries appointed by the Committee and for the Trust Fund itself to cover
liability or losses occurring because of the act or omission of any one or more
of the members of the Committee or any other fiduciary appointed under this
Plan. But, that insurance must permit recourse by the insurer against the
members of the Committee or the other fiduciaries concerned if the loss is
caused by breach of a fiduciary obligation by one or more members of the
Committee or other fiduciary.

         10.10    EXEMPTION FROM BOND. No member of the Committee is required to
give bond for the performance of his duties unless required by a law which
cannot be waived.

         10.11    COMPENSATION. The Committee shall serve without compensation
but shall be reimbursed by the Employer for all expenses properly incurred in
the performance of their duties unless the Sponsor elects to have those expenses
paid from the Trust Fund. Each Employer shall pay that part of the expense as
determined by the Committee in its sole judgment.

         10.12    PERSONS SERVING IN DUAL FIDUCIARY ROLES. Any person, group of
persons, corporations, firm or other entity, may serve in more than one
fiduciary capacity with respect to this Plan, including serving as both Trustee
and as a member of the Committee.

         10.13    ADMINISTRATOR. For all purposes of ERISA, the administrator of
the Plan is the Sponsor. The administrator has the final responsibility for
compliance with all reporting and disclosure requirements imposed under all
applicable federal or state laws and regulations.

         10.14    STANDARD OF JUDICIAL REVIEW OF COMMITTEE ACTIONS. The
Committee has full and absolute discretion in the exercise of each and every
aspect of the rights, power, authority and duties retained or granted it under
the Plan, including without limitation, the authority to determine all facts, to
interpret this Plan, to apply the terms of this Plan to the facts determined, to
make decisions based upon those facts and to make any and all other decisions
required of it by this Plan, such as the right to benefits, the correct amount
and form of benefits, the determination of any appeal, the review and correction
of the actions of any prior administrative committee, and the other rights,
powers, authority and duties specified in this Article and elsewhere in this
Plan. Notwithstanding any provision of law, or any explicit or implicit
provision of this document, any action taken, or finding, interpretation, ruling
or decision made by the Committee in the exercise of any of its rights, powers,
authority or duties under this Plan shall be final and conclusive as to all
parties, including without limitation all Members, Former Members and
Beneficiaries, regardless of whether the Committee or one or more of its members
may have an actual or potential conflict of interest with respect to the subject
matter of the action, finding, interpretation, ruling or decision. No final
action, finding, interpretation, ruling or decision of the Committee shall be
subject to de novo review in any judicial proceeding. No final action, finding,
interpretation, ruling or decision of the Committee may be set aside unless it
is held to have been arbitrary and capricious by a final judgment of a court
having jurisdiction with respect to the issue.

                                      X-3
<PAGE>

                                   ARTICLE XI

                          TRUST FUND AND CONTRIBUTIONS

         11.1     FUNDING OF PLAN. This Plan shall be funded by one or more
separate Trusts. If more than one Trust is used, each Trust shall be designated
by the name of the Plan followed by a number assigned by the Committee at the
time the Trust is established.

         11.2     INCORPORATION OF TRUST. Each Trust is a part of this Plan. All
rights or benefits which accrue to a person under this Plan shall be subject
also to the terms of the agreements creating the Trust or Trusts and any
amendments to them which are not in direct conflict with this Plan.

         11.3     AUTHORITY OF TRUSTEE. Each Trustee shall have full title and
legal ownership of the assets in the separate Trust which, from time to time, is
in his separate possession. No other Trustee shall have joint title to or joint
legal ownership of any asset in one of the other Trusts held by another Trustee.
Each Trustee shall be governed separately by the trust agreement entered into
between the Employer and that Trustee and the terms of this Plan without regard
to any other agreement entered into between any other Trustee and the Employer
as a part of this Plan.

         11.4     ALLOCATION OF RESPONSIBILITY. To the fullest extent permitted
under section 405 of ERISA, the agreements entered into between the Employer and
each of the Trustees shall be interpreted to allocate to each Trustee its
specific responsibilities, obligations and duties so as to relieve all other
Trustees from liability either through the agreement, Plan or ERISA, for any act
of any other Trustee which results in a loss to the Plan because of his act or
failure to act.

                                      XI-1
<PAGE>

                                   ARTICLE XII

                       ADOPTION OF PLAN BY OTHER EMPLOYERS

         12.1     ADOPTION PROCEDURE. Any business organization may, with the
approval of the Board of Directors, adopt this Plan by:

                  (a)      adopting a resolution or executing a consent of the
         board of directors of the adopting Employer or executing an adoption
         instrument (approved by the board of directors of the adopting
         Employer) agreeing to be bound as an Employer by all the terms,
         conditions and limitations of this Plan except those, if any,
         specifically described in the adoption instrument; and

                  (b)      providing all information required by the Committee
         and the Trustee.

         An adoption may be retroactive to the beginning of a Plan Year if these
conditions are complied with on or before the last day of that Plan Year.

         12.2     NO JOINT VENTURE IMPLIED. The document which evidences the
adoption of the Plan by an Employer shall become a part of this Plan. However,
neither the adoption of this Plan and its related Trust Fund by an Employer nor
any act performed by it in relation to this Plan and its related Trust Fund
shall ever create a joint venture or partnership relation between it and any
other Employer.

         12.3     ALL TRUST ASSETS AVAILABLE TO PAY ALL BENEFITS. The Accounts
of Members employed by the Employers which adopt this Plan shall be commingled
for investment purposes. All assets in the Trust Fund shall be available to pay
benefits to all Members employed by any Employer which is an Affiliated Employer
with the first Employer.

         12.4     QUALIFICATION A CONDITION PRECEDENT TO ADOPTION AND CONTINUED
PARTICIPATION. The adoption of this Plan and the Trust or Trusts used to fund
this Plan by a business organization is contingent upon and subject to the
express condition precedent that the initial adoption meets all statutory and
regulatory requirements for qualification of the Plan and the exemption of the
Trust or Trusts and that the Plan and the Trust or Trusts that are applicable to
it continue in operation to maintain their qualified and exempt status. In the
event the adoption fails to initially qualify and be exempt, the adoption shall
fail retroactively for failure to meet the condition precedent and the portion
of the Trust Fund applicable to the adoption shall be immediately returned to
the adopting business organization and the adoption shall be void ab initio. In
the event the adoption as to a given business organization later becomes
disqualified and loses its exemption for any reason, the adoption shall fail
retroactively for failure to meet the condition precedent and the portion of the
Trust Fund allocable to the adoption by that business organization shall be
immediately spun off, retroactively as of the last date for which the Plan
qualified, to a separate Trust for its sole benefit and an identical but
separate Plan shall be created, retroactively effective as of the last date the
Plan as adopted by that business organization qualified, for the benefit of the
Members covered by that adoption.

                                     XII-1
<PAGE>

                                  ARTICLE XIII

                     AMENDMENT AND WITHDRAWAL OR TERMINATION

                                PART A. AMENDMENT

         13.1     RIGHT TO AMEND. The Sponsor has the sole right to amend this
Plan. An amendment may be made by adopting a resolution or executing a consent
of the Board of Directors, or by the appropriate officer of the Sponsor
executing an amendment document.

         13.2     LIMITATION ON AMENDMENTS. No amendment shall:

                  (a)      vest in an Employer any interest in the Trust Fund;

                  (b)      cause or permit the Trust Fund to be diverted to any
         purpose other than the exclusive benefit of the present or future
         Members and their Beneficiaries except under the circumstances
         described in Section 4.21;

                  (c)      decrease the Account of any Member or eliminate an
         optional form of payment as to amounts then accrued;

                  (d)      increase substantially the duties or liabilities of
         the Trustee without its written consent; or

                  (e)      change the vesting schedule to one which would result
         in the nonforfeitable percentage of the Account derived from Employer
         Contributions (determined as of the later of the date of the adoption
         of the amendment or of the effective date of the amendment) of any
         Member being less than the nonforfeitable percentage computed under the
         Plan without regard to the amendment. If the Plan's vesting schedule is
         amended, if the Plan is amended in any other way that affects the
         computation of the Member's nonforfeitable percentage, or if the Plan
         is deemed amended by an automatic change to or from a Top-Heavy vesting
         schedule, each Member with at least three years of Service may elect,
         within a reasonable period after the adoption of the amendment or the
         change, to have the nonforfeitable percentage computed under the Plan
         without regard to the amendment or the change. The election period
         shall begin no later than the date the amendment is adopted or deemed
         to be made and shall end no later than the latest of the following
         dates: (1) 60 days after the date the amendment is adopted or deemed to
         be made, (2) 60 days after the date the amendment becomes effective, or
         (3) 60 days after the day the Member is issued written notice of the
         amendment.

         13.3     EACH EMPLOYER DEEMED TO ADOPT AMENDMENT UNLESS REJECTED. Each
Employer shall be deemed to have adopted any amendment made by the Sponsor
unless the Employer notifies the Committee of its rejection in writing within 30
days after it is notified of the amendment. A rejection shall constitute a
withdrawal from this Plan by that Employer unless the Sponsor acquiesces in the
rejection.

         13.4     AMENDMENT APPLICABLE ONLY TO MEMBERS STILL EMPLOYED UNLESS
AMENDMENT SPECIFICALLY PROVIDES OTHERWISE. No benefit for any person who died,
retired, became disabled

                                     XIII-1
<PAGE>

or separated shall be affected by a subsequent amendment unless the amendment
specifically provides otherwise and the person consents to its application.
Instead, those persons who died, retired, became disabled or separated prior to
the execution of an amendment shall be entitled to the benefit as adjusted from
time to time as was provided by the Plan at the time the person first became
entitled to his benefit.

         13.5     MANDATORY AMENDMENTS. The Contributions of each Employer to
this Plan are intended to be:

                  (a)      deductible under the applicable provisions of the
         Code;

                  (b)      except as otherwise prescribed by applicable law,
         exempt from the Federal Social Security Act;

                  (c)      except as otherwise prescribed by applicable law,
         exempt from withholding under the Code; and

                  (d)      excludable from any Employee's regular rate of pay,
         as that term is defined under the Fair Labor Standards Act of 1938, as
         amended.

         The Sponsor shall make any amendment necessary to carry out this
intention, and it may be made retroactively.

                        PART B. WITHDRAWAL OR TERMINATION

         13.6     WITHDRAWAL OF EMPLOYER. An Employer may withdraw from this
Plan and its related Trust Fund if the Sponsor does not acquiesce in its
rejection of an amendment or by giving written notice of its intent to withdraw
to the Committee. The Committee shall then determine the portion of the Trust
Fund that is attributable to the Members employed by the withdrawing Employer
and shall notify the Trustee to segregate and transfer those assets to the
successor Trustee or Trustees when it receives a designation of the successor
from the withdrawing Employer.

         A withdrawal shall not terminate the Plan and its related Trust Fund
with respect to the withdrawing Employer, if the Employer either appoints a
successor Trustee or Trustees and reaffirms this Plan and its related Trust Fund
as its new and separate plan and trust intended to qualify under section 401(a)
of the Code, or establishes another plan and trust intended to qualify under
section 401(a) of the Code.

         The determination of the Committee, in its sole discretion, of the
portion of the Trust Fund that is attributable to the Members employed by the
withdrawing Employer shall be final and binding upon all parties. The Trustee's
transfer of those assets to the designated successor Trustee shall relieve the
Trustee of any further obligation, liability or duty to the withdrawing
Employer, the Members employed by that Employer and their Beneficiaries, and the
successor Trustee or Trustees.

         13.7     TERMINATION OF PLAN. The Sponsor may terminate this Plan and
its related Trust Fund with respect to all Employers by executing and delivering
to the Committee and the Trustee, a notice of termination, specifying the date
of termination. Any Employer may terminate this Plan and its related Trust Fund
with respect to itself by executing and delivering to

                                     XIII-2
<PAGE>

the Trustee a notice of termination, specifying the date of termination.
Likewise, this Plan and its related Trust Fund shall automatically terminate
with respect to any Employer if there is a general assignment by that Employer
to or for the benefit of its creditors, or a liquidation or dissolution of that
Employer without a successor. Upon the termination of this Plan as to an
Employer, the Trustee shall, subject to the provisions of Section 13.9,
distribute to each Member employed by the terminating Employer the amount
certified by the Committee to be due the Member.

         The Employer should apply to the Internal Revenue Service for a
determination letter with respect to its termination, and the Trustee should not
distribute the Trust Funds until a determination is received. However, should it
decide that a distribution before receipt of the determination letter is
necessary or appropriate it should retain sufficient assets to cover any tax
that may become due upon that determination.

         13.8     100% VESTING REQUIRED ON PARTIAL OR COMPLETE TERMINATION OR
COMPLETE DISCONTINUANCE. Without regard to any other provision of this Plan, if
there is a partial or total termination of this Plan or there is a complete
discontinuance of the Employer's Contributions, each of the affected Members
shall immediately become 100% vested in his Account as of the end of the last
Plan Year for which a substantial Employer Contribution was made and in any
amounts later allocated to his Account. If the Employer then resumes making
substantial Contributions at any time, the appropriate vesting schedule shall
again apply to all amounts allocated to each affected Member's Account beginning
with the Plan Year for which they were resumed.

         13.9     DISTRIBUTION UPON TERMINATION. A Member may receive a
distribution on account of termination of this Plan if neither the Employer nor
any Affiliated Employer establishes or maintains a successor plan within the
period ending 12 months after all assets are distributed from the Plan. A
successor plan for this purpose is any other defined contribution plan except:
(a) an employee stock ownership plan as defined in sections 4975(e) or 409 of
the Code, (b) a simplified employee pension plan as defined in section 408(k) of
the Code, or (c) or a defined contribution plan in which fewer than 2% of the
Members of this Plan were eligible to participate during the 24 month period
beginning 12 months before the time of this Plan's termination. Any distribution
on account of the termination of this Plan, must be made only in the form of a
lump sum payment or a Direct Rollover, as elected by the Member. If a Member is
given the opportunity but fails to make an election as to the form of
distribution, he shall be deemed to have elected a lump sum distribution.

                                     XIII-3
<PAGE>

                                   ARTICLE XIV

               SALE OF EMPLOYER OR SUBSTANTIALLY ALL OF ITS ASSETS

         14.1     CONTINUANCE PERMITTED UPON SALE OR TRANSFER OF ASSETS. An
Employer's participation in this Plan and its related Trust Fund shall not
automatically terminate if it consolidates or merges and is not the surviving
corporation, sells substantially all of its assets, is a party to a
reorganization and its Employees and substantially all of its assets are
transferred to another entity, liquidates, or dissolves, if there is a successor
organization. Instead, the successor may assume and continue this Plan and its
related Trust Fund by executing a direction, entering into a contractual
commitment or adopting a resolution providing for the continuance of the Plan
and its related Trust Fund. Only upon the successor's rejection of this Plan and
its related Trust Fund or its failure to respond to the Employer's, the
Sponsor's or the Trustee's request that it affirm its assumption of this Plan
within 90 days of the request shall this Plan automatically terminate. In that
event the appropriate portion of the Trust Fund shall be distributed exclusively
to the Members or their Beneficiaries as soon as administratively feasible. If
there is a disposition to an unrelated entity of substantially all of the assets
used by the Employer in a trade or business or a disposition by the Employer of
its interest in a subsidiary, the Employer may make a lump sum distribution from
the Plan if it continues the Plan after the disposition; but the distribution
can only be made for those Members who continue employment with the acquiring
entity.

         14.2     DISTRIBUTIONS UPON DISPOSITION OF ASSETS OR A SUBSIDIARY. A
Member employed by an Employer that is a corporation is entitled to receive a
lump sum distribution of his interest in his Accounts in the event of the sale
or other disposition by the Employer of at least 85% of all of the assets used
by the Employer in a trade or business to an unrelated corporation if (a) the
Employer continues to maintain the Plan after the disposition and (b) in
connection with the disposition the Member is transferred to the employ of the
corporation acquiring the assets.

A Member employed by an Employer that is a corporation is entitled to receive a
lump sum distribution of his interest in his Accounts in the event of the sale
or other disposition by the Employer of its interest in a subsidiary (within the
meaning of section 409(d)(3) of the Code) to an unrelated entity or individual
if (a) the Employer continues to maintain the Plan after the disposition and (b)
in connection with the disposition the Member continues employment with the
subsidiary.

The selling Employer is treated as continuing to maintain the Plan after the
disposition only if the purchaser does not maintain the Plan after the
disposition. A purchaser is considered to maintain the Plan if it adopts the
Plan, becomes an employer whose employees accrue benefits under the Plan, or if
the Plan is merged or consolidated with, or any assets or liabilities are
transferred from the Plan to a plan maintained by the purchaser in a transaction
subject to section 414(l)(1) of the Code.

An unrelated corporation, entity or individual is one that is not required to be
aggregated with the selling Employer under section 414(b), (c), (m), or (o) of
the Code after the sale or other disposition.

                                     XIV-1
<PAGE>

If a Member's Account balance is or is deemed to be $5,000.00 or less determined
under the rules set out in Section 6.11, the Committee will direct the Trustee
to pay to the Member a lump sum cash distribution of his Account balance as soon
as administratively practicable following the disposition and any Internal
Revenue Service approval of the distribution that the Committee deems advisable
to obtain.

If it is or is deemed to be more than $5,000.00 at the date of the disposition,
he may elect (a) to receive a lump sum cash distribution of his Account balance
as soon as administratively practicable following the disposition and receipt of
any Internal Revenue Service approval of the distribution that the Committee
deems advisable to obtain, or (b) he may elect to defer receipt of his vested
Account balance until the first day of the month coincident with or next
following the date that he attains age 65. In the manner and at the time
required under Department of Treasury regulations, the Committee will provide
the Member with a notice of his right to defer receipt of his Account balance.

However, no distribution shall be made to a Member under this Section after the
end of the second calendar year following the calendar year in which the
disposition occurred. In addition, no distribution shall be made under this
Section unless it is a lump sum distribution within the meaning of section
402(d)(4) of the Code, without regard to subparagraphs (A)(i) through (iv), (B),
and (F) of that section.

                                     XIV-2
<PAGE>

                                   ARTICLE XV

                                  MISCELLANEOUS

         15.1     PLAN NOT AN EMPLOYMENT CONTRACT. The adoption and maintenance
of this Plan and its related Trust Fund is not a contract between any Employer
and its Employees which gives any Employee the right to be retained in its
employment. Likewise, it is not intended to interfere with the rights of any
Employer to discharge any Employee at any time or to interfere with the
Employee's right to terminate his employment at any time.

         15.2     BENEFITS PROVIDED SOLELY FROM TRUST. All benefits payable
under this Plan shall be paid or provided for solely from the Trust Fund. No
Employer assumes any liability or responsibility to pay any benefit provided by
the Plan.

         15.3     ANTI-ALIENATION PROVISION. No principal or income payable or
to become payable from the Trust Fund shall be subject: to anticipation or
assignment by a Member or by a Beneficiary to attachment by, interference with,
or control of any creditor of a Member or Beneficiary, or to being taken or
reached by any legal or equitable process in satisfaction of any debt or
liability of a Member or Beneficiary prior to its actual receipt by the Member
or Beneficiary. An attempted conveyance, transfer, assignment, mortgage, pledge,
or encumbrance of the Trust Fund, any part of it, or any interest in it by a
Member or Beneficiary prior to distribution shall be void, whether that
conveyance, transfer, assignment, mortgage, pledge, or encumbrance is intended
to take place or become effective before or after any distribution of Trust
assets or the termination of this Trust Fund itself. The Trustee shall never
under any circumstances be required to recognize any conveyance, transfer,
assignment, mortgage, pledge or encumbrance by a Member or Beneficiary of the
Trust Fund, any part of it, or any interest in it, or to pay any money or thing
of value to any creditor or assignee of a Member or Beneficiary for any cause
whatsoever. The prohibitions against the alienation of a Member's Account shall
not apply to:

                  (a)      qualified domestic relations orders or domestic
         relations orders entered into prior to January 1, 1985, or

                  (b)      any offset of a Member's Account under the Plan that
         the Member is ordered to pay to the Plan if (i) the order arises under
         a judgment of conviction of a crime involving the Plan, a civil
         judgment (including a consent decree) is entered by a court in
         connection with a violation (or alleged violation) of part 4 of
         subtitle B of title I of ERISA, or is pursuant to a settlement
         agreement between the Secretary of Labor and the Member, or between the
         Pension Benefit Guaranty Corporation and the Member, in connection with
         a violation (or alleged violation) of part 4 of such subtitle by a
         fiduciary or any other person, (ii) the judgment, order, decree or
         settlement agreement expressly provides for the offset of all or a part
         of the amount ordered or required to be paid to the Plan against the
         Member's Account balance under the Plan, and (iii) in a case in which
         the survivor annuity requirements of Section 401(a)(11) of the Code
         apply with respect to distributions, the requirements of Section
         401(a)(13)(C)(iii) of the Code are satisfied.

                                      XV-1
<PAGE>

         15.4     REQUIREMENTS UPON MERGER OR CONSOLIDATION OF PLANS. This Plan
shall not merge or consolidate with or transfer any assets or liabilities to any
other plan unless each Member would (if the Plan then terminated) 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 before the merger, consolidation, or transfer (if the Plan had then
terminated).

         15.5     GENDER AND NUMBER. If the context requires it, words of one
gender when used in this Plan shall include the other genders, and words used in
the singular or plural shall include the other.

         15.6     SEVERABILITY. Each provision of this Agreement may be severed.
If any provision is determined to be invalid or unenforceable, that
determination shall not affect the validity or enforceability of any other
provision.

         15.7     GOVERNING LAW; PARTIES TO LEGAL ACTIONS. The provisions of
this Plan shall be construed, administered, and governed under the laws of the
State of Texas and, to the extent applicable, by the laws of the United States.
The Trustee or any Employer may at any time initiate a legal action or
proceeding for the settlement of the account of the Trustee, or for the
determination of any question or for instructions. The only necessary parties to
that action or proceeding are the Trustee and the Employer concerned. However,
any other person or persons may be included as parties defendant at the election
of the Trustee and the Employer.

                                      XV-2
<PAGE>

                                   ARTICLE XVI

               PROVISIONS RELATING TO U.S. FILTER UNION EMPLOYEES

         16.1     ELIGIBILITY REQUIREMENTS. Notwithstanding any other provision
of the Plan to the contrary, each Employee who was previously employed by United
States Filter Corporation and is included in a unit of Employees covered by a
collective bargaining agreement ("U.S. Filter Union Employees") shall be
eligible to participate in the Plan for all purposes beginning on the Employee's
date of hire.

         16.2     SALARY DEFERRAL CONTRIBUTIONS. Notwithstanding any other
provision of the Plan to the contrary, each Employer shall contribute for each
Plan Year, on behalf of each U.S. Filter Union Employee, the amount by which the
Member's Considered Compensation is reduced as a result of a salary deferral
agreement, not to exceed 18% of the amount of the Member's Considered
Compensation for the Plan Year less the amount of the Member's Employee After
Tax Contribution, if any, as set by the Committee from time to time in a
nondiscriminatory manner and announced to the Members.

         The election to have Salary Deferral Contributions made, the ability to
change the rate of Salary Deferral Contributions, the right to suspend Salary
Deferral Contributions, and the manner of commencing new Salary Deferral
Contributions shall be permitted under any uniform method determined from time
to time by the Committee.

         16.3     EMPLOYER MATCHING CONTRIBUTIONS. Notwithstanding any other
provision of the Plan to the contrary, each Employer shall contribute for each
Plan Year, on behalf of each U.S. Filter Union Employee, an amount, in cash or
in common stock of the Sponsor (the number of shares to be determined using the
closing sales price on the business day preceding the day of the contribution),
at the sole discretion of the Board of Directors, equal to 50% of the Salary
Deferral Contribution made by each Member not to exceed 7% of the Member's
Considered Compensation.

         16.4     DISTRIBUTION ON SEVERANCE FROM SERVICE. Notwithstanding any
other provision of the Plan to the contrary, if a Member who is a U.S. Filter
Union Employee Severs Service with all Affiliated Employers for any reason other
than death, retirement or disability, he is entitled to receive (a) 100% of all
of his Accounts, except his Employer Matching Contribution Account, if any, and
(b) that percentage of his Employer Matching Contribution Account, if any, as
shown in the vesting schedule below, as of the day he severs employment.

<TABLE>
<CAPTION>
         YEARS OF SERVICE                              VESTED PERCENTAGE
         ----------------                              -----------------
<S>                                                    <C>
        Less than one year                                     0
 One year but less than two years                            33 1/3
Two years but less than three years                          66 2/3
        Three years or more                                   100
</TABLE>

         16.5     FORM OF DISTRIBUTIONS. Notwithstanding any other provision of
the Plan to the contrary, distributions to a Member who is a U.S. Filter Union
Employees shall be made only in cash unless an asset held in the Trust cannot be
sold by distribution date or can only be sold at less than its appraised value,
in which event part or all of the distribution may be made in kind.

                                     XVI-1
<PAGE>

Also, a Member (or his designated beneficiary or legal representative, in the
case of a deceased Member) may elect to have those portions of his Accounts that
are invested in shares of common stock of the Sponsor distributed in full shares
with any remaining balance (including factional shares) distributed in cash. All
distributions to U.S. Filter Union Employees shall be made in the manner
provided under the terms of the United States Filter Corporation Retirement
Savings Plan (provided, however, that the Employer reserves the right to
eliminate any optional forms of payment in accordance with the provisions of
section 411(d)(6) of the Code and the Regulations promulgated thereunder
effective no earlier than the 90th day following the date Members have been
furnished with a summary of material modifications satisfying the requirements
of 29 C.F.R. Section 2520.104b-3) or, as a Direct Rollover if the Distributee
elects, at the time and in the manner prescribed by the Committee, to have any
portion or all of the Eligible Rollover Distribution paid directly to an
Eligible Retirement Plan named by the Distributee.

                                  ARTICLE XVII
                        AMENDMENT OF THE PLAN FOR EGTRRA

         17.1     Preamble

                  (a)      Adoption and effective date of amendment. This
amendment of the Plan is adopted to reflect certain provisions of the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This amendment is
intended as good faith compliance with the requirements of EGTRRA and is to be
construed in accordance with EGTRRA and guidance issued thereunder. Except as
otherwise provided, this amendment shall be effective as of the first day of the
first Plan Year beginning after December 31, 2001.

                  (b)      Supersession of inconsistent provisions. This
amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment.

         17.2     Limitations On Contributions

                  (a)      Effective date. This Section shall be effective for
Limitation Years beginning after December 31, 2001.

                  (b)      Maximum Annual Addition. Except to the extent
permitted under Section 17.12 of the Plan and this amendment and section 414(v)
of the Code, if applicable, the Annual Addition that may be contributed or
allocated to a Member's account under the Plan for any Limitation Year shall not
exceed the lesser of:

                           (i)      $40,000, as adjusted for increases in the
cost-of-living under section 415(d) of the Code, or

                           (ii)     100 percent of the Member's compensation,
within the meaning of section 415(c)(3) of the Code, for the Limitation Year.

The compensation limit referred to in (ii) shall not apply to any contribution
for medical benefits after separation from service (within the meaning of
section 401(h) or section 419A(f)(2) of the Code) which is otherwise treated as
an Annual Addition.

                                     XVI-2
<PAGE>

         17.3     Increase In Compensation Limit. The Annual Compensation of
each Member taken into account in determining allocations for any Plan Year
beginning after December 31, 2001, shall not exceed $200,000, as adjusted for
cost-of-living increases in accordance with section 401(a)(17)(B) of the Code.
Annual compensation means compensation during the Plan Year or such other
consecutive 12-month period over which compensation is otherwise determined
under the Plan (the determination period). The cost-of-living adjustment in
effect for a calendar year applies to Annual Compensation for the determination
period that begins with or within such calendar year.

Beginning after December 31, 2001, Considered Compensation in excess of
$200,000.00 (as adjusted by the Secretary of the Treasury) shall be disregarded.
If the Plan Year is ever less than twelve months (because of a change in the
Plan Year) the $200,000.00 limitation (as adjusted by the Secretary of Treasury)
will be prorated by multiplying the limitation by a fraction, the numerator of
which is the number of months in the Plan Year, and the denominator of which is
12.

         17.4     Modification Of Top-Heavy Rules

                  (a)      Effective date. This Section shall apply for purposes
of determining whether the Plan is a top-heavy plan under section 416(g) of the
Code for Plan Years beginning after December 31, 2001, and whether the Plan
satisfies the minimum benefits requirements of section 416(c) of the Code for
such years. This Section amends Article IX of the Plan.

                  (b)      Determination of top-heavy status.

                           (i)      Key Employee. Key Employee means any
Employee or former Employee (including any deceased Employee) who at any time
during the Plan Year that includes the determination date was an officer of the
Employer having Annual Compensation greater than $130,000 (as adjusted under
section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002),
a Five-Percent Owner of the Employer, or a 1-percent owner of the Employer
having Annual Compensation of more than $150,000. For this purpose, Annual
Compensation means compensation within the meaning of section 415(c)(3) of the
Code. The determination of who is a Key Employee will be made in accordance with
section 416(i)(1) of the Code and the applicable regulations and other guidance
of general applicability issued thereunder.

                           (ii)     Determination of present values and amounts.
This Section 17.4(b) shall apply for purposes of determining the present values
of Accrued Benefits and the amounts of account balances of Employees as of the
determination date.

                           (iii)    Distributions during year ending on the
determination date. The present values of Accrued Benefits and the amounts of
account balances of an Employee as of the determination date shall be increased
by the distributions made with respect to the Employee under the Plan and any
plan aggregated with the Plan under section 416(g)(2) of the Code during the
1-year period ending on the determination date. The preceding sentence shall
also apply to distributions under a terminated plan which, had it not been
terminated, would have been aggregated with the Plan under section
416(g)(2)(A)(i) of the Code. In the case of a distribution

                                     XVII-2
<PAGE>

made for a reason other than separation from service, death, or disability, this
provision shall be applied by substituting "5-year period" for "1-year period."

                           (iv)     Employees not performing services during
year ending on the determination date. The Accrued Benefits and accounts of any
individual who has not performed services for the Employer during the 1-year
period ending on the determination date shall not be taken into account.

                  (c)      Minimum benefits--Matching contributions. Employer
Matching Contributions shall be taken into account for purposes of satisfying
the minimum contribution requirements of section 416(c)(2) of the Code and the
Plan. The preceding sentence shall apply with respect to Matching Contributions
under the Plan or, if the Plan provides that the minimum contribution
requirement shall be met in another plan, such other plan. Employer Matching
Contributions that are used to satisfy the minimum contribution requirements
shall be treated as Matching Contributions for purposes of the Actual
Contribution Percentage test and other requirements of section 401(m) of the
Code.

         17.5     Direct Rollovers Of Plan Distributions

                  (a)      Effective date. This Section shall apply to
distributions made after December 31, 2001.

                  (b)      Modification of definition of Eligible Retirement
Plan. For purposes of the Direct Rollover provisions in Section 6.9 of the Plan,
an Eligible Retirement Plan shall also mean an annuity contract described in
section 403(b) of the Code and an eligible plan under section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from this
Plan. The definition of Eligible Retirement Plan shall also apply in the case of
a distribution to a surviving spouse, or to a spouse or former spouse who is the
alternate payee under a qualified domestic relation order, as defined in section
414(p) of the Code.

                  (c)      Modification of definition of Eligible Rollover
Distribution to exclude hardship distributions. For purposes of the Direct
Rollover provisions in Section 6.9 of the Plan, any amount that is distributed
on account of hardship shall not be an Eligible Rollover Distribution and the
Distributee may not elect to have any portion of such a distribution paid
directly to an Eligible Retirement Plan.

         17.6     Rollovers From Other Plans

                  (a)      Direct Rollovers. Beginning on January 1, 2002, the
Committee may permit Member rollover contributions and/or Direct Rollovers of
distributions made after December 31, 2001, from a qualified plan described in
section 401(a) or 403(a) of the Code, including after-tax employee contributions
as determined by the Committee; an annuity contract described in section 403(b)
of the Code, including after-tax employee contributions as determined by the
Committee; and an eligible plan under section 457(b) of the Code which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state.

                                     XVII-3
<PAGE>

                  (b)      Member Rollover Contributions from Other Plans.
Beginning on January 1, 2002, the Committee may permit Member contribution of an
Eligible Rollover Distribution from a qualified plan described in section 401(a)
or 403(a) of the Code, an annuity contract described in section 403(b) of the
Code, and an eligible plan under section 457(b) of the Code which is maintained
by a state, political subdivision of a state, or any agency or instrumentality
of a state or political subdivision of a state.

         17.7     Member Rollover Contributions from IRAs. Beginning on January
1, 2002, the Committee may permit a Member rollover contribution of the portion
of a distribution from an individual retirement account or annuity described in
section 408(a) or 408(b) of the Code that is eligible to be rolled over and
would otherwise be includible in gross income.

         17.8     Rollovers Included In Involuntary Cash-Outs

                  (a)      Applicability and effective date. This Section shall
apply with respect to distributions made after December 31, 2001 regardless of
the date the Member separated from service.

                  (b)      Rollovers included in determining value of account
balance for involuntary distributions. For purposes of the involuntary cash-out
provisions of the Plan, the value of a Member's nonforfeitable account balance
shall be determined with regard to that portion of the account balance that is
attributable to rollover contributions (and earnings allocable thereto) within
the meaning of sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and
457(e)(16) of the Code. If the value of the Member's nonforfeitable account
balance as so determined is $5,000 or less, the Plan shall immediately
distribute the Member's entire nonforfeitable account balance.

         17.9     Repeal Of Multiple Use Test. The multiple use test described
in Treasury Regulation section 1.401(m)-2 and Section 4.15 of the Plan shall not
apply for Plan Years beginning after December 31, 2001.

         17.10    Elective Deferrals--Contribution Limitation. No Member shall
be permitted to have Elective Deferrals made under this Plan, or any other
qualified plan maintained by the Employer during any taxable year, in excess of
the dollar limitation contained in section 402(g) of the Code in effect for such
taxable year, except to the extent permitted under Section 17.12 of the Plan and
this amendment and section 414(v) of the Code, if applicable.

         17.11    Suspension Period Following Hardship Distribution. A Member
who receives a distribution of Elective Deferrals after December 31, 2001, on
account of hardship shall be prohibited from making Elective Deferrals and
employee contributions under this and all other plans of the Employer for 6
months after receipt of the distribution. A Member who receives a distribution
of Elective Deferrals in calendar year 2001 on account of hardship shall be
prohibited from making Elective Deferrals and employee contributions under this
and all other plans of the Employer for 6 months after receipt of the
distribution or until January 1, 2002, if later.

         17.12    Catch-Up Contributions. Effective January 1, 2002, all
Employees who are eligible to make Elective Deferrals under this Plan and who
have attained age 50 before the close

                                     XVII-4
<PAGE>

of the Plan Year shall be eligible to make catch-up contributions in accordance
with, and subject to the limitations of, section 414(v) of the Code. Such
catch-up contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of sections 402(g)
and 415 of the Code. The Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of section 401(k)(3),
401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of
the making of such catch-up contributions. No Matching Contributions shall be
made with respect to any catch-up contributions made by a Member under this
Section.

         17.13    Distribution Upon Severance From Employment

                  (a)      Effective date. This Section shall apply for
distributions after December 31, 2001, regardless of when the severance from
employment occurred.

                  (b)      New distributable event. A Member's Elective
Deferrals, qualified nonelective contributions, qualified Matching
Contributions, and earnings attributable to these contributions shall be
distributed on account of the Member's severance from employment. However, such
a distribution shall be subject to the other provisions of the Plan regarding
distributions, other than provisions that require a separation from service
before such amounts may be distributed.

         17.14    Plan Loans For Owner-Employees And Shareholder Employees.
Effective for Plan loans made after December 31, 2001, Plan provisions
prohibiting loans to any owner-employee or shareholder- employee shall cease to
apply.

         17.15    Model Amendment - Revenue Ruling 2002-27.

         (a)      Effective date. This section shall apply to Plan Years and
Limitation Years beginning on and after January 1, 2002.

         (b)      For purposes of the definition of Compensation under Sections
1.10 and 1.18, amounts under Section 125 include any amounts not available to a
participant in cash in lieu of group health coverage because the participant is
unable to certify that he or she has other health coverage. An amount will be
treated as an amount under Section 125 only if the Employer does not request or
collect information regarding the participant's other health coverage as part of
the enrollment process for the health plan.

                                     XVII-5
<PAGE>

                                  ARTICLE XVIII

                        MINIMUM DISTRIBUTION REQUIREMENTS

         18.1     GENERAL RULES

         (a) Effective Date. The provisions of this Article will apply for
purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year, as well as required minimum distributions
for the 2002 Distribution Calendar Year that are made on or after January 1,
2003.

         (b) Coordination with Minimum Distribution Requirements Previously in
Effect. If the total amount of 2002 required minimum distributions under the
Plan made to the distributee prior to the effective date of this Article equals
or exceeds the required minimum distributions determined under this Article,
then no additional distributions will be required to be made for 2002 on or
after such date to the distributee. If the total amount of 2002 required minimum
distributions under the Plan made to the distributee prior to the effective date
of this Article is less than the amount determined under this Article, then
required minimum distributions for 2002 on and after such date will be
determined so that the total amount of required minimum distributions for 2002
made to the distributee will be the amount determined under this Article.

         (c) Precedence. The requirements of this Article will take precedence
over any inconsistent provisions of the Plan.

         (d) Requirements of Treasury Regulations Incorporated. All
distributions required under this Article will be determined and made in
accordance with the Treasury regulations under section 401(a)(9) of the Code.

         (e) TEFRA Section 242(b)(2) Elections. Notwithstanding
the other provisions of this Article, distributions may be made under a
designation made before January 1, 1984, in accordance with

                                    XVIII-1
<PAGE>

section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act ("TEFRA") and
the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

         18.2     TIME AND MANNER OF DISTRIBUTION.

         (a) Required Beginning Date. The Member's entire interest will be
distributed, or begin to be distributed, to the Member no later than the
Member's Required Beginning Date.

         (b) Death of Member Before Distributions Begin. If the Member dies
before distributions begin, the Member's entire interest will be distributed, or
begin to be distributed, no later than as follows:

                  (i)      If the Member's surviving spouse is the Member's sole
         Designated Beneficiary, then, except as provided in the adoption
         agreement, distributions to the surviving spouse will begin by December
         31 of the calendar year immediately following the calendar year in
         which the Member died, or by December 31 of the calendar year in which
         the Member would have attained age 70 1/2, if later.

                                    XVIII-2
<PAGE>

                   (ii)     If the Member's surviving spouse is not the Member's
         sole Designated Beneficiary, then, except as provided in the adoption
         agreement, distributions to the Designated Beneficiary will begin by
         December 31 of the calendar year immediately following the calendar
         year in which the Member died.

                  (iii)    If there is no Designated Beneficiary as of September
         30 of the year following the year of the Member's death, the Member's
         entire interest will be distributed by December 31 of the calendar year
         containing the fifth anniversary of the Member's death.

                  (iv)     If the Member's surviving spouse is the Member's sole
         Designated Beneficiary and the surviving spouse dies after the Member
         but before distributions to the surviving spouse begin, this Section
         18.2(b), other than Section 18.2(b)(i), will apply as if the surviving
         spouse were the Member.

                  For purposes of this Section 18.2(b) and Section 18.4, unless
         Section 18.2(b)(iv) applies, distributions are considered to begin on
         the Member's Required Beginning Date. If Section 18.2(b)(iv)applies,
         distributions are considered to begin on the date distributions are
         required to begin to the surviving spouse under Section 18.2(b)(i). If
         distributions under an annuity purchased from an insurance company
         irrevocably commence to the Member before the Member's Required
         Beginning Date (or to the Member's surviving spouse before the date
         distributions are required to begin to the surviving spouse under
         Section 18.2(b)(i)), the date distributions are considered to begin is
         the date distributions actually commence.

         (c) Forms of Distribution. Unless the Member's interest is distributed
in the form of an annuity purchased from an insurance company or in a single sum
on or before the Required Beginning Date, as of the first Distribution Calendar
Year distributions will be made in

                                    XVIII-3
<PAGE>

accordance with Sections 18.3 and 18.4. If the Member's interest is distributed
in the form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of section 401(a)(9)
of the Code and the Treasury regulations.

         18.3     REQUIRED MINIMUM DISTRIBUTIONS DURING MEMBER'S LIFETIME.

         (a) Amount of Required Minimum Distribution For Each Distribution
Calendar Year. During the Member's lifetime, the minimum amount that will be
distributed for each Distribution Calendar Year is the lesser of:

                  (i)      the quotient obtained by dividing the Member's
         Account Balance by the distribution period in the Uniform Lifetime
         Table set forth in section 1.401(a)(9)-9 of the Treasury regulations,
         using the Member's age as of the Member's birthday in the Distribution
         Calendar Year; or

                  (ii)     if the Member's sole Designated Beneficiary for the
         Distribution Calendar Year is the Member's spouse, the quotient
         obtained by dividing the Member's Account Balance by the number in the
         Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the
         Treasury regulations, using the Member's and spouse's attained ages as
         of the Member's and spouse's birthdays in the Distribution Calendar
         Year.

         (b) Lifetime Required Minimum Distributions Continue Through Year of
Member's Death. Required minimum distributions will be determined under this
Section 18.3 beginning with the first Distribution Calendar Year and up to and
including the Distribution Calendar Year that includes the Member's date of
death.

         18.4 REQUIRED MINIMUM DISTRIBUTIONS AFTER MEMBER'S DEATH.

         (a) Death On or After Date Distributions Begin.

                                    XVIII-4
<PAGE>

                  (i)      Member Survived by Designated Beneficiary. If the
         Member dies on or after the date distributions begin and there is a
         Designated Beneficiary, the minimum amount that will be distributed for
         each Distribution Calendar Year after the year of the Member's death is
         the quotient obtained by dividing the Member's Account Balance by the
         longer of the remaining Life Expectancy of the Member or the remaining
         Life Expectancy of the Member's Designated Beneficiary, determined as
         follows:

                           (1) The Member's remaining Life Expectancy is
                  calculated using the age of the Member in the year of death,
                  reduced by one for each subsequent year.

                           (2) If the Member's surviving spouse is the Member's
                  sole Designated Beneficiary, the remaining Life Expectancy of
                  the surviving spouse is calculated for each Distribution
                  Calendar Year after the year of the Member's death using the
                  surviving spouse's age as of the spouse's birthday in that
                  year. For Distribution Calendar Years after the year of the
                  surviving spouse's death, the remaining Life Expectancy of the
                  surviving spouse is calculated using the age of the surviving
                  spouse as of the spouse's birthday in the calendar year of the
                  spouse's death, reduced by one for each subsequent calendar
                  year.

                           (3) If the Member's surviving spouse is not the
                  Member's sole Designated Beneficiary, the Designated
                  Beneficiary's remaining Life Expectancy is calculated using
                  the age of the beneficiary in the year following the year of
                  the Member's death, reduced by one for each subsequent year.

                  (ii)     No Designated Beneficiary. If the Member dies on or
         after the date distributions begin and there is no Designated
         Beneficiary as of September 30 of the year after the year of the
         Member's death, the minimum amount that will be distributed for each
         Distribution Calendar Year after the year of the Member's death is the
         quotient obtained by dividing the Member's Account Balance by the
         Member's remaining Life Expectancy calculated using the age of the
         Member in the year of death, reduced by one for each subsequent year.

         (b)      Death Before Date Distributions Begin.

                  (i)      Member Survived by Designated Beneficiary. Except as
         provided in the adoption agreement, if the Member dies before the date
         distributions begin and there is a Designated Beneficiary, the minimum
         amount that will be distributed for each Distribution Calendar Year
         after the year of the Member's death is the quotient obtained by
         dividing the Member's Account Balance by the remaining Life Expectancy
         of the Member's Designated Beneficiary, determined as provided in
         Section 18.4(a).

                  (ii)     No Designated Beneficiary. If the Member dies before
         the date distributions begin and there is no Designated Beneficiary as
         of September 30 of the year following the year of the Member's death,
         distribution of the Member's entire interest will be completed by
         December 31 of the calendar year containing the fifth anniversary of
         the Member's death.

                                    XVIII-5
<PAGE>

                  (iii)    Death of Surviving Spouse Before Distributions to
         Surviving Spouse Are Required to Begin. If the Member dies before the
         date distributions begin, the Member's surviving spouse is the Member's
         sole Designated Beneficiary, and the surviving spouse dies before
         distributions are required to begin to the surviving spouse under
         Section 18.2(b)(i), this Section 18.4(b) will apply as if the surviving
         spouse were the Member.

         18.5     DEFINITIONS.

         (a) Designated Beneficiary. The individual who is designated as the
beneficiary under Section 6.2 and is the designated beneficiary under section
401(a)(9) of the Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury
regulations.

         (b) Distribution Calendar Year. A calendar year for which a minimum
distribution is required. For distributions beginning before the Member's death,
the first Distribution Calendar Year is the calendar year immediately preceding
the calendar year which contains the Member's Required Beginning Date. For
distributions beginning after the Member's death, the first Distribution
Calendar Year is the calendar year in which distributions are required to begin
under Section 18.2(b). The required minimum distribution for the Member's first
Distribution Calendar Year will be made on or before the Member's Required
Beginning Date. The required minimum distribution for other Distribution
Calendar Years, including the required minimum distribution for the Distribution
Calendar Year in which the Member's Required Beginning Date occurs, will be made
on or before December 31 of that Distribution Calendar Year.

         (c) Life Expectancy. Life expectancy as computed by use of the Single
Life Table in section 1.401(a)(9)-9 of the Treasury regulations.

         (d) Member's Account Balance. The account balance as of the last
valuation date in the calendar year immediately preceding the Distribution
Calendar Year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the account balance
as of dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after the
valuation date. The account balance for the valuation calendar year includes any
amounts rolled over or transferred to the Plan either in the valuation calendar
year or in the Distribution Calendar Year if distributed or transferred in the
valuation calendar year.

         (e) Required Beginning Date. The date specified in Section 6.12.

                                    XVIII-6
<PAGE>

         IN WITNESS WHEREOF, Weatherford International, Inc. has caused this
Agreement to be executed this 16th day of December 2001, in multiple
counterparts, each of which shall be deemed to be an original, to be effective
the 1st day of January, 2001, except for those provisions which have an earlier
effective date provided by law, or as otherwise provided under applicable
provisions of this Plan.

                                      WEATHERFORD INTERNATIONAL, INC.

                                      By  /s/ Jon R. Nicholson
                                        ----------------------------------------
                                      Title  Sr. Vice President, Human Resources
                                           -------------------------------------