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                                                                    EXHIBIT 10.1

                       THE CORPORATEPLAN FOR RETIREMENT(SM)
                                 EXECUTIVE PLAN

                              BASIC PLAN DOCUMENT

                                 IMPORTANT NOTE

THIS DOCUMENT HAS NOT BEEN APPROVED BY THE DEPARTMENT OF LABOR, THE INTERNAL
REVENUE SERVICE OR ANY OTHER GOVERNMENTAL ENTITY. AN ADOPTING EMPLOYER MUST
DETERMINE WHETHER THE PLAN IS SUBJECT TO THE FEDERAL SECURITIES LAWS AND THE
SECURITIES LAWS OF THE VARIOUS STATES. AN ADOPTING EMPLOYER MAY NOT RELY ON THIS
DOCUMENT TO ENSURE ANY PARTICULAR TAX CONSEQUENCES OR TO ENSURE THAT THE PLAN IS
"UNFUNDED AND MAINTAINED PRIMARILY FOR THE PURPOSE OF PROVIDING DEFERRED
COMPENSATION TO A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES"
UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT WITH RESPECT TO THE EMPLOYER'S
PARTICULAR SITUATION. FIDELITY MANAGEMENT TRUST COMPANY, ITS AFFILIATES AND
EMPLOYEES CANNOT PROVIDE YOU WITH LEGAL ADVICE IN CONNECTION WITH THE EXECUTION
OF THIS DOCUMENT. THIS DOCUMENT SHOULD BE REVIEWED BY THE EMPLOYER'S ATTORNEY
PRIOR TO EXECUTION.

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                           CORPORATEPLAN FOR EXECUTIVE
                               BASIC PLAN DOCUMENT

ARTICLE 1
     ADOPTION AGREEMENT

ARTICLE 2
     DEFINITIONS

     2.01 - Definitions

ARTICLE 3
     PARTICIPATION

     3.01 - Date of Participation
     3.02 - Resumption of Participation Following Re employment
     3.03 - Cessation or Resumption of Participation Following a Change in
            Status

ARTICLE 4
     CONTRIBUTIONS

     4.01 - Deferral Contributions
     4.02 - Matching Contributions
     4.03 - Employer Contributions
     4.04 - Time of Making Contributions

ARTICLE 5
     PARTICIPANTS' ACCOUNTS

     5.01 - Individual Accounts

ARTICLE 6
     INVESTMENT OF CONTRIBUTIONS

     6.01 - Manner of Investment
     6.02 - Investment Decisions

ARTICLE 7
     RIGHT TO BENEFITS

     7.01 - Normal or Early Retirement
     7.02 - Death
     7.03 - Other Termination of Employment
     7.04 - Separate Account
     7.05 - Forfeitures
     7.06 - Adjustment for Investment Experience
     7.07 - Unforeseeable Emergency Withdrawals
     7.08 - Change in Control

ARTICLE 8
     DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE

     8.01 - Distribution of Benefits to Participants and Beneficiaries
     8.02 - Determination of Method of Distribution
     8.03 - Notice to Trustee
     8.04 - Time of Distribution

ARTICLE 9

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     AMENDMENT AND TERMINATION

     9.01 - Amendment by Employer
     9.02 - Retroactive Amendments
     9.03 - Termination
     9.04 - Distribution Upon Termination of the Plan

ARTICLE 10
     MISCELLANEOUS

     10.01 - Communication to Participants
     10.02 - Limitation of Rights
     10.03 - Nonalienability of Benefits
     10.04 - Facility of Payment
     10.05 - Information between Employer and Trustee
     10.06 - Notices
     10.07 - Governing Law

ARTICLE 11
     PLAN ADMINISTRATION

     11.01 - Powers and responsibilities of the Administrator
     11.02 - Nondiscriminatory Exercise of Authority
     11.03 - Claims and Review Procedures

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                                    PREAMBLE

IT IS THE INTENTION OF THE EMPLOYER TO ESTABLISH HEREIN AN UNFUNDED PLAN
MAINTAINED SOLELY FOR THE PURPOSE OF PROVIDING DEFERRED COMPENSATION FOR A
SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED EMPLOYEES AS PROVIDED IN ERISA.

ARTICLE 1. ADOPTION AGREEMENT.

ARTICLE 2. DEFINITIONS.

2.01. DEFINITIONS.

     (a) Wherever used herein, the following terms have the meanings set forth
     below, unless a different meaning is clearly required by the context:

          (1) "Account" means an account established on the books of the
          Employer for the purpose of recording amounts credited on behalf of a
          Participant and any income, expenses, gains or losses included
          thereon.

          (2) "Administrator" means the Employer adopting this Plan, or other
          person designated by the Employer in Section 1.01(b).

          (3) "Adoption Agreement" means Article 1, under which the Employer
          establishes and adopts or amends the Plan and designates the optional
          provisions selected by the Employer. The provisions of the Adoption
          Agreement shall be an integral part of the Plan.

          (4) "Beneficiary" means the person or persons entitled under Section
          7.02 to receive benefits under the Plan upon the death of a
          Participant.

          (5) "Code" means the Internal Revenue Code of 1986, as amended from
          time to time.

          (6) "Compensation" means for purposes of Article 4 (Contributions)
          wages as defined in Section 3401(a) of the Code and all other payments
          of compensation to an employee by the Employer (in the course of the
          Employer's trade or business) for which the Employer is required to
          furnish the employee a written statement under Section 6041(d) and
          6051(a)(3) of the Code, excluding any items elected by the Employer in
          Section 1.04, reimbursements or other expense allowances, fringe
          benefits (cash and non-cash), moving expenses, deferred compensation
          and welfare benefits, but including amounts that are not includable in
          the gross income of the Participant under a salary reduction agreement
          by reason of the application of Sections 125, 132(f)(4), 402(e)(3),
          402(h) or 403(b) of the Code. Compensation shall be determined without
          regard to any rules under Section 3401(a) of the Code that limit the
          remuneration included in wages based on the nature or location of the
          employment or the services performed (such as the exception for
          agricultural labor in Section 3401(a)(2) of the Code).

             Compensation shall also include amounts deferred pursuant to an
          election under Section 4.01.

             In the case of any Self-Employed Individual or an Owner-Employee,
          Compensation means the Self-Employed Individual's Earned Income.

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          (7) "Earned Income" means the net earnings of a Self-Employed
          Individual derived from the trade or business with respect to which
          the Plan is established and for which the personal services of such
          individual are a material income-providing factor, excluding any items
          not included in gross income and the deductions allocated to such
          items, except that for taxable years beginning after December 31, 1989
          net earnings shall be determined with regard to the deduction allowed
          under Section 164(f) of the Code, to the extent applicable to the
          Employer. Net earnings shall be reduced by contributions of the
          Employer to any qualified plan, to the extent a deduction is allowed
          to the Employer for such contributions under Section 404 of the Code.

          (8) "Employee" means any employee of the Employer, Self-Employed
          Individual or Owner-Employee.

          (9) "Employer" means the employer named in Section 1.02(a) and any
          Related Employers designated in Section 1.02(b).

          (10) "Employment Commencement Date" means the date on which the
          Employee first performs an Hour of Service.

          (11) "Entry Date" means the date(s) designated in Section 1.03(b).

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

          (13) "Fund Share" means the share, unit, or other evidence of
          ownership in a Permissible Investment.

          (14) "Hour of Service" means, with respect to any Employee,

               (A) Each hour for which the Employee is directly or indirectly
               paid, or entitled to payment, for the performance of duties for
               the Employer or a Related Employer, each such hour to be credited
               to the Employee for the computation period in which the duties
               were performed;

               (B) Each hour for which the Employee is directly or indirectly
               paid, or entitled to payment, by the Employer or Related Employer
               (including payments made or due from a trust fund or insurer to
               which the Employer contributes or pays premiums) on account of a
               period of time during which no duties are performed (irrespective
               of whether the employment relationship has terminated) due to
               vacation, holiday, illness, incapacity, disability, layoff, jury
               duty, military duty, or leave of absence, each such hour to be
               credited to the Employee for the Eligibility Computation Period
               in which such period of time occurs, subject to the following
               rules:

                    (i) No more than 501 Hours of Service shall be credited
                    under this paragraph (B) on account of any single continuous
                    period during which the Employee performs no duties;

                    (ii) Hours of Service shall not be credited under this
                    paragraph (B) for a payment which solely reimburses the
                    Employee for medically-related expenses, or which is made or
                    due under a plan maintained solely for the purpose of
                    complying with applicable workmen's compensation,
                    unemployment compensation or disability insurance laws; and

                    (iii) If the period during which the Employee performs no
                    duties falls within two or more computation periods and if
                    the payment made on account of such period is not

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                    calculated on the basis of units of time, the Hours of
                    Service credited with respect to such period shall be
                    allocated between not more than the first two such
                    computation periods on any reasonable basis consistently
                    applied with respect to similarly situated Employees; and

               (C) Each hour not counted under paragraph (A) or (B) for which
               back pay, irrespective of mitigation of damages, has been either
               awarded or agreed to be paid by the Employer or a Related
               Employer, each such hour to be credited to the Employee for the
               computation period to which the award or agreement pertains
               rather than the computation period in which the award agreement
               or payment is made.

                    For purposes of determining Hours of Service, Employees of
               the Employer and of all Related Employers will be treated as
               employed by a single employer. For purposes of paragraphs (B) and
               (C) above, Hours of Service will be calculated in accordance with
               the provisions of Section 2530.200b-2(b) of the Department of
               Labor regulations, which are incorporated herein by reference.

                    Solely for purposes of determining whether a break in
               service for participation purposes has occurred in a computation
               period, an individual who is absent from work for maternity or
               paternity reasons shall receive credit for the hours of service
               which would otherwise been credited to such individual but for
               such absence, or in any case in which such hours cannot be
               determined, 8 hours of service per day of such absence. For
               purposes of this paragraph, an absence from work for maternity
               reasons means an absence (1) by reason of the pregnancy of the
               individual, (2) by reason of a birth of a child of the
               individual, (3) by reason of the placement of a child with the
               individual in connection with the adoption of such child by such
               individual, or (4) for purposes of caring for such child for a
               period beginning immediately following such birth or placement.
               The hours of service credited under this paragraph shall be
               credited (1) in the computation period in which the absence
               begins if the crediting is necessary to prevent a break in
               service in that period, or (2) in all other cases, in the
               following computation period.

          (15) "Normal Retirement Age" means the normal retirement age specified
          in Section 1.07(f) of the Adoption Agreement.

          (16) "Owner-Employee" means, if the Employer is a sole proprietorship,
          the individual who is the sole proprietor, or, if the Employer is a
          partnership, a partner who owns more than 10 percent of either the
          capital interest or the profits interest of the partnership.

          (17) "Participant" means any Employee who participates in the Plan in
          accordance with Article 3 hereof.

          (18) "Permissible Investment" means the investments specified by the
          Employer as available for investment of assets of the Trust and agreed
          to by the Trustee. The Permissible Investments under the Plan shall be
          listed in the Service Agreement.

          (19) "Plan" means the plan established by the Employer as set forth
          herein as a new plan or as an amendment to an existing plan, by
          executing the Adoption Agreement, together with any and all amendments
          hereto.

          (20) "Plan Year" means the 12-consecutive-month period designated by
          the Employer in Section 1.01(c).

          (21) "Related Employer" means any employer other than the Employer
          named in Section 1.02(a), if the Employer and such other employer are
          members of a controlled group of corporations (as defined in Section
          414(b) of the Code) or an affiliated service group (as defined in
          Section 414(m)), or are trades or businesses (whether or not
          incorporated) which are under

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          common control (as defined in Section 414(c)), or such other employer
          is required to be aggregated with the Employer pursuant to regulations
          issued under Section 414(o).

          (22) "Self-Employed Individual" means an individual who has Earned
          Income for the taxable year from the Employer or who would have had
          Earned Income but for the fact that the trade or business had no net
          profits for the taxable year.

          (23) "Service Agreement" means the agreement between the Employer and
          Trustee regarding the arrangement between the parties for
          recordkeeping services with respect to the Plan.

          (24) "Trust" means the trust created by the Employer.

          (25) "Trust Agreement" means the agreement between the Employer and
          the Trustee, as set forth in a separate agreement, under which assets
          are held, administered, and managed subject to the claims of the
          Employer's creditors in the event of the Employer's insolvency, until
          paid to Plan Participants and their Beneficiaries as specified in the
          Plan.

          (26) "Trust Fund" means the property held in the Trust by the Trustee.

          (27) "Trustee" means the corporation or individual(s) appointed by the
          Employer to administer the Trust in accordance with the Trust
          Agreement.

          (28) "Years of Service for Vesting" means, with respect to any
          Employee, the number of whole years of his periods of service with the
          Employer or a Related Employer (the elapsed time method to compute
          vesting service), subject to any exclusions elected by the Employer in
          Section 1.07(c). An Employee will receive credit for the aggregate of
          all time period(s) commencing with the Employee's Employment
          Commencement Date and ending on the date a break in service begins,
          unless any such years are excluded by Section 1.07(c). An Employee
          will also receive credit for any period of severance of less than 12
          consecutive months. Fractional periods of a year will be expressed in
          terms of days.

               In the case of a Participant who has 5 consecutive 1-year breaks
          in service, all years of service after such breaks in service will be
          disregarded for the purpose of vesting the Employer-derived account
          balance that accrued before such breaks, but both pre-break and
          post-break service will count for the purposes of vesting the
          Employer-derived account balance that accrues after such breaks. Both
          accounts will share in the earnings and losses of the fund.

               In the case of a Participant who does not have 5 consecutive
          1-year breaks in service, both the pre-break and post-break service
          will count in vesting both the pre-break and post-break
          employer-derived account balance.

               A break in service is a period of severance of at least 12
          consecutive months. Period of severance is a continuous period of time
          during which the Employee is not employed by the Employer. Such period
          begins on the date the Employee retires, quits or is discharged, or if
          earlier, the 12-month anniversary of the date on which the Employee
          was otherwise first absent from service.

               In the case of an individual who is absent from work for
          maternity or paternity reasons, the 12-consecutive month period
          beginning on the first anniversary of the first date of such absence
          shall not constitute a break in service. For purposes of this
          paragraph, an absence from work for maternity or paternity reasons
          means an absence (1) by reason of the pregnancy of the individual, (2)
          by reason of the birth of a child of the individual, (3) by reason of
          the placement of a child with the individual in connection with the
          adoption of such child by such individual, or (4) for purposes of
          caring for such child for a period beginning immediately following
          such birth or placement.

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               If the Plan maintained by the Employer is the plan of a
          predecessor employer, an Employee's Years of Service for Vesting shall
          include years of service with such predecessor employer. In any case
          in which the Plan maintained by the Employer is not the plan
          maintained by a predecessor employer, service for such predecessor
          shall be treated as service for the Employer to the extent provided in
          Section 1.08.

     (b) Pronouns used in the Plan are in the masculine gender but include the
     feminine gender unless the context clearly indicates otherwise.

ARTICLE 3. PARTICIPATION.

3.01. DATE OF PARTICIPATION. An eligible Employee (as set forth in Section
1.03(a)) who has filed an election pursuant to Section 4.01 will become a
Participant in the Plan on the first Entry Date coincident with or following the
date on which such election would otherwise become effective, as determined
under Section 4.01.

3.02. RESUMPTION OF PARTICIPATION FOLLOWING REEMPLOYMENT. If a Participant
ceases to be an Employee and thereafter returns to the employ of the Employer he
will again become a Participant as of an Entry Date following the date on which
he completes an Hour of Service for the Employer following his reemployment, if
he is an eligible Employee as defined in Section 1.03(a), and has filed an
election pursuant to Section 4.01.

3.03. CESSATION OR RESUMPTION OF PARTICIPATION FOLLOWING A CHANGE IN STATUS. If
any Participant continues in the employ of the Employer or Related Employer but
ceases to be an eligible Employee as defined in Section 1.03(a), the individual
shall continue to be a Participant until the entire amount of his benefit is
distributed; however, the individual shall not be entitled to make Deferral
Contributions or receive an allocation of Matching contributions during the
period that he is not an eligible Employee. Such Participant shall continue to
receive credit for service completed during the period for purposes of
determining his vested interest in his Accounts. In the event that the
individual subsequently again becomes an eligible Employee, the individual shall
resume full participation in accordance with Section 3.01.

ARTICLE 4. CONTRIBUTIONS.

4.01. DEFERRAL CONTRIBUTIONS. Each Participant may elect to execute a salary
reduction agreement with the Employer to reduce his Compensation by a specified
percentage, not exceeding the percentage set forth in Section 1.05(a) and equal
to a whole number multiple of one (1) percent, per payroll period, subject to
any election regarding bonuses, as set out in Subsection 1.05(a)(2). Such
agreement shall become effective on the first day of the period as set forth in
the Participant's election. The election will be effective to defer Compensation
relating to all services performed in a calendar year subsequent to the filing
of such an election, subject to any election regarding bonuses, as set out in
Subsection 1.05(a)(2). An election once made will remain in effect until a new
election is made, provided, however that such an election choosing a
distribution date pursuant to 1.06(b)(1)(B) will become ineffective the first
day of the calendar year preceding the calendar year in which the election
requires the distribution to be made. A new election will be effective as of the
first day of the following calendar year and will apply only to Compensation
payable with respect to services rendered after such date. Amounts credited to a
Participant's account prior to the effective date of any new election will not
be affected and will be paid in accordance with that prior election. The
Employer shall credit an amount to the account maintained on behalf of the
Participant corresponding to the amount of said reduction. Under no
circumstances may a salary reduction agreement be adopted retroactively. A
Participant may revoke a salary reduction agreement for a calendar year during
that year, provided, however, that such revocation shall apply only to
Compensation not yet earned. In that event, the Participant shall be precluded
from electing to defer future Compensation hereunder during the calendar year to
which the revocation applies. Notwithstanding the above,

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     (a) in the calendar year in which the Plan first becomes effective or in
     the year in which the Participant first becomes eligible to participate, an
     election to defer compensation may be made within 30 days after the
     Participant is first eligible or the Plan is first effective, which
     election shall be effective with respect to Compensation payable with
     respect to services rendered after the date of the election; and

     (b) in the event the Employer has elected to permit the deferral of bonus
     payments hereunder, a salary reduction agreement applicable to such bonus
     deferral must be made in the calendar year immediately preceding the
     calendar year to which the bonus relates.

4.02. MATCHING CONTRIBUTIONS. If so provided by the Employer in Section 1.05(b),
the Employer shall make a "Matching Contribution" to be credited to the account
maintained on behalf of each Participant who had "Deferral Contributions"
pursuant to Section 4.01 made on his behalf during the year and who meets the
requirement, if any, of Section 1.05(b)(3). The amount of the "Matching
Contribution" shall be determined in accordance with Section 1.05(b).

4.03. EMPLOYER CONTRIBUTIONS. If so provided by the Employer in Section
1.05(c)(1), the Employer shall make an "Employer Contribution" to be credited to
the account maintained on behalf of each Participant who meets the requirement,
if any, of Section 1.05(c)(3) in the amount required by Section 1.05(c)(1). If
so provided by the Employer in Section 1.05(c)(2), the Employer may make an
"Employer Contribution" to be credited to the account maintained on behalf of
any Participant in such an amount as the Employer, in its sole discretion, shall
determine. In making "Employer Contributions" pursuant to Section 1.05(c)(2),
the Employer shall not be required to treat all Participants in the same manner
in determining such contributions and may determine the "Employer Contribution"
of any Participant to be zero.

4.04. TIME OF MAKING CONTRIBUTIONS. The Employer shall remit contributions
deemed made hereunder to the Trust as soon as practicable after such
contributions are deemed made under the terms of the Plan.

ARTICLE 5. PARTICIPANTS' ACCOUNTS.

5.01. INDIVIDUAL ACCOUNTS. The Administrator will establish and maintain an
Account for each Participant, which will reflect Matching and Deferral
Contributions credited to the Account on behalf of the Participant and earnings,
expenses, gains and losses credited thereto, and deemed investments made with
amounts in the Participant's Account. The Administrator will establish and
maintain such other accounts and records as it decides in its discretion to be
reasonably required or appropriate in order to discharge its duties under the
Plan. Participants will be furnished statements of their Account values at least
once each Plan Year. The Administrator shall provide the Trustee with
information on the amount credited to the separate account of each Participant
maintained by the Administrator in its records.

ARTICLE 6. INVESTMENT OF CONTRIBUTIONS.

6.01. MANNER OF INVESTMENT. All amounts credited to the Accounts of Participants
shall be treated as though invested and reinvested only in eligible investments
selected by the Employer in the Service Agreement.

6.02. INVESTMENT DECISIONS. Investments in which the Accounts of Participants
shall be treated as invested and reinvested shall be directed by the Employer or
by each Participant, or both, in accordance with the Employer's election in
Section 1.11(a).

     (a) All dividends, interest, gains and distributions of any nature that
     would be earned in respect of Fund Shares in which the Account is treated
     as investing shall be credited to the Account as though reinvested in
     additional shares of that Permissible Investment.

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     (b) Expenses that would be attributable to the acquisition of investments
     shall be charged to the Account of the Participant for which such
     investment is treated as having been made.

ARTICLE 7. RIGHT TO BENEFITS.

7.01. NORMAL OR EARLY RETIREMENT. If provided by the Employer in Section
1.07(e), each Participant who attains his Normal Retirement Age or Early
Retirement Age will have a nonforfeitable interest in his Account in accordance
with the vesting schedule(s) elected in Section 1.07. If a Participant retires
on or after attainment of Normal or Early Retirement Age, such retirement is
referred to as a normal retirement. On or after his normal retirement, the
balance of the Participant's Account, plus any amounts thereafter credited to
his Account, subject to the provisions of Section 7.06, will be distributed to
him in accordance with Article 8.

     If provided by the Employer in Section 1.07, a Participant who separates
from service before satisfying the age requirements for early retirement, but
has satisfied the service requirement will be entitled to the distribution of
his Account, subject to the provisions of Section 7.06, in accordance with
Article 8, upon satisfaction of such age requirement.

7.02. DEATH. If a Participant dies before the distribution of his Account has
commenced, or before such distribution has been completed, his Account shall
become vested in accordance with the vesting schedule(s) elected in Section 1.07
and his designated Beneficiary or Beneficiaries will be entitled to receive the
balance or remaining balance of his Account, plus any amounts thereafter
credited to his Account, subject to the provisions of Section 7.06. Distribution
to the Beneficiary or Beneficiaries will be made in accordance with Article 8.

     A Participant may designate a Beneficiary or Beneficiaries, or change any
prior designation of Beneficiary or Beneficiaries, by giving notice to the
Administrator on a form designated by the Administrator. If more than one person
is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form.

     A copy of the death certificate or other sufficient documentation must be
filed with and approved by the Administrator. If upon the death of the
Participant there is, in the opinion of the Administrator, no designated
Beneficiary for part or all of the Participant's Account, such amount will be
paid to his surviving spouse or, if none, to his estate (such spouse or estate
shall be deemed to be the Beneficiary for purposes of the Plan). If a
Beneficiary dies after benefits to such Beneficiary have commenced, but before
they have been completed, and, in the opinion of the Administrator, no person
has been designated to receive such remaining benefits, then such benefits shall
be paid to the deceased Beneficiary's estate.

7.03. OTHER TERMINATION OF EMPLOYMENT. If provided by the Employer in Section
1.07, if a Participant terminates his employment for any reason other than death
or normal retirement, he will be entitled to a termination benefit equal to (i)
the vested percentage(s) of the value of the Matching Contributions to his
Account, as adjusted for income, expense, gain, or loss, such percentage(s)
determined in accordance with the vesting schedule(s) selected by the Employer
in Section 1.07, and (ii) the value of the Deferral Contributions to his Account
as adjusted for income, expense, gain or loss. The amount payable under this
Section 7.03 will be subject to the provisions of Section 7.06 and will be
distributed in accordance with Article 8.

7.04. SEPARATE ACCOUNT. If a distribution from a Participant's Account has been
made to him at a time when he has a nonforfeitable right to less than 100
percent of his Account, the vesting schedule in Section 1.07 will thereafter
apply only to amounts in his Account attributable to Matching Contributions
allocated after such distribution. The balance of his Account immediately after
such distribution will be transferred to a separate account that will be
maintained for the purpose of determining his interest therein according to the
following provisions.

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     At any relevant time prior to a forfeiture of any portion thereof under
Section 7.05, a Participant's nonforfeitable interest in his Account held in a
separate account described in the preceding paragraph will be equal to P(AB +
(RxD))-(RxD), where P is the nonforfeitable percentage at the relevant time
determined under Section 7.05; AB is the account balance of the separate account
at the relevant time; D is the amount of the distribution; and R is the ratio of
the account balance at the relevant time to the account balance after
distribution. Following a forfeiture of any portion of such separate account
under Section 7.05 below, any balance in the Participant's separate account will
remain fully vested and nonforfeitable.

7.05. FORFEITURES. If a Participant terminates his employment, any portion of
his Account (including any amounts credited after his termination of employment)
not payable to him under Section 7.03 will be forfeited by him.

7.06. ADJUSTMENT FOR INVESTMENT EXPERIENCE. If any distribution under this
Article 7 is not made in a single payment, the amount remaining in the Account
after the distribution will be subject to adjustment until distributed to
reflect the income and gain or loss on the investments in which such amount is
treated as invested and any expenses properly charged under the Plan to such
amounts.

7.07. UNFORESEEABLE EMERGENCY WITHDRAWALS. Subject to the provisions of Article
8, a Participant shall not be permitted to withdraw his Account (and earnings
thereon) prior to retirement or termination of employment, except that, to the
extent permitted under Section 1.09, a Participant may apply to the
Administrator to withdraw some or all of his Account if such withdrawal is made
on account of a unforeseeable emergency as determined by the Administrator.

7.08. CHANGE IN CONTROL. If the Employer has elected to apply Section 1.06(c),
then, upon a Change in Control, as defined in Section 1.12, notwithstanding any
other provision of the Plan to the contrary, all Participants shall have a
nonforfeitable right to receive the entire amount of their account balances
under the Plan and all such amounts shall be paid out to Participants as soon as
administratively practicable.

ARTICLE 8. DISTRIBUTION OF BENEFITS.

8.01. FORM OF DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND BENEFICIARIES. The
Plan provides for distribution as a lump sum to be paid in cash on the date
specified by the Employer in Section 1.06 pursuant to the method provided in
Section 8.02. If elected by the Employer in Section 1.10 and specified in the
Participant's deferral election, the distribution will be paid through a
systematic withdrawal plan (installments) for a time period not exceeding 10
years beginning on the date specified by the Employer in Section 1.06.

8.02. EVENTS REQUIRING DISTRIBUTION OF BENEFITS TO PARTICIPANTS AND
BENEFICIARIES.

     (a) If elected by the Employer in Section 1.06(a), the Participant will
     receive a distribution upon the earliest of the events specified by the
     Employer in Section 1.06(a), subject to the provisions of Section 7.08, and
     at the time indicated in Section 1.06(a)(2). If the Participant dies before
     any event in Section 1.06(a) occurs, the Participant shall be considered to
     have terminated employment and the Participant's benefit will be paid to
     the Participant's Beneficiary in the same form and at the same time as it
     would have been paid to the Participant pursuant to this Article 8.

     (b) If elected by the Employer in Section 1.06(b), the Participant will
     receive a distribution of all amounts not deferred pursuant to Section
     1.06(b)(1)(B) (and earnings attributable to those amounts) upon termination
     of employment. If elected by the Employer in Section 1.06(b)(1)(B), the
     Participant shall have the election to receive distributions of amounts
     deferred pursuant to Section 4.01 (and earnings attributable to those
     amounts) after a date specified by the Participant in his deferral election
     which is at least 12 months after the first day of the calendar year in
     which such amounts would be earned. Amounts distributed to the Participant
     pursuant to Section 1.06(b) shall be distributed at the time indicated in
     Section 1.06(b)(2). Subject to the provisions of Section 7.08, the
     Participant shall receive a distribution in the form provided in Section
     8.01. If the Participant

                                       8
<PAGE>

     dies before any event in Section 1.06(a) occurs, the Participant shall be
     considered to have terminated employment and the Participant's benefit will
     be paid to the Participant's Beneficiary in the same form and at the same
     time as it would have been paid to the Participant pursuant to this Article
     8. However, if the Participant dies before the date specified by the
     Participant in an election pursuant to Section 1.06(b)(1)(B), then the
     Participant's benefit shall be paid to the Participant's Beneficiary in the
     form provided in Section 8.01 as if the Participant had elected to be paid
     at termination of employment.

8.03. DETERMINATION OF METHOD OF DISTRIBUTION. The Participant will determine
the method of distribution of benefits to himself and his Beneficiary, subject
to the provisions of Section 8.02. Such determination will be made at the time
the Participant makes a deferral election. Unless the Employer has elected
Section 1.06(b) to control distributions, the period certain specified in a
Participant's first deferral election specifying distribution under a systematic
withdrawal plan shall apply to all subsequent elections of distributions under a
systematic withdrawal plan made by the Participant. Once a Participant has made
an election for the method of distribution, that election shall be effective for
all contributions made on behalf of the Participant attributable to any Plan
Year after that election was made and before the Plan Year in which that
election was altered in the manner prescribed by the Administrator. If the
Participant does not designate in the manner prescribed by the Administrator the
method of distribution to him and his Beneficiary, the method of distribution
shall be a lump sum at termination of employment.

8.04. NOTICE TO TRUSTEE. The Administrator will notify the Trustee, pursuant to
the method stated in the Trust Agreement for providing direction, whenever any
Participant or Beneficiary is entitled to receive benefits under the Plan. The
Administrator's notice shall indicate the form, amount and frequency of benefits
that such Participant or Beneficiary shall receive.

8.05. TIME OF DISTRIBUTION. In no event will distribution to a Participant be
made later than the date specified by the Participant in his salary reduction
agreement. All distributions will be made as soon as administratively feasible
following the distribution date specified in Section 1.06 or Section 7.08, if
applicable.

ARTICLE 9. AMENDMENT AND TERMINATION.

9.01 AMENDMENT BY EMPLOYER. The Employer reserves the authority to amend the
Plan by filing with the Trustee an amended Adoption Agreement, executed by the
Employer only, on which said Employer has indicated a change or changes in
provisions previously elected by it. Such changes are to be effective on the
effective date of such amended Adoption Agreement. Any such change
notwithstanding, no Participant's Account shall be reduced by such change below
the amount to which the Participant would have been entitled if he had
voluntarily left the employ of the Employer immediately prior to the date of the
change. The Employer may from time to time make any amendment to the Plan that
may be necessary to satisfy the Code or ERISA. The Employer's board of directors
or other individual specified in the resolution adopting this Plan shall act on
behalf of the Employer for purposes of this Section 9.01.

9.02 RETROACTIVE AMENDMENTS. An amendment made by the Employer in accordance
with Section 9.01 may be made effective on a date prior to the first day of the
Plan Year in which it is adopted if such amendment is necessary or appropriate
to enable the Plan and Trust to satisfy the applicable requirements of the Code
or ERISA or to conform the Plan to any change in federal law or to any
regulations or ruling thereunder. Any retroactive amendment by the Employer
shall be subject to the provisions of Section 9.01.

9.03. TERMINATION. The Employer has adopted the Plan with the intention and
expectation that contributions will be continued indefinitely. However, said
Employer has no obligation or liability whatsoever to maintain the Plan for any
length of time and may discontinue contributions under the Plan or terminate the
Plan at any time by written notice delivered to the Trustee without any
liability hereunder for any such discontinuance or termination.

                                       9
<PAGE>

9.04. DISTRIBUTION UPON TERMINATION OF THE PLAN. Upon termination of the Plan,
no further Deferral Contributions or Matching Contributions shall be made under
the Plan, but Accounts of Participants maintained under the Plan at the time of
termination shall continue to be governed by the terms of the Plan until paid
out in accordance with the terms of the Plan.

ARTICLE 10. MISCELLANEOUS.

10.01. COMMUNICATION TO PARTICIPANTS. The Plan will be communicated to all
Participants by the Employer promptly after the Plan is adopted.

10 02. LIMITATION OF RIGHTS. Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits, will be construed as giving to any Participant or
other person any legal or equitable right against the Employer, Administrator or
Trustee, except as provided herein; and in no event will the terms of employment
or service of any Participant be modified or in any way affected hereby.

10.03. NONALIENABILITY OF BENEFITS. The benefits provided hereunder will not be
subject to alienation, assignment, garnishment, attachment, execution or levy of
any kind, either voluntarily or involuntarily, and any attempt to cause such
benefits to be so subjected will not be recognized, except to such extent as may
be required by law.

10 04. FACILITY OF PAYMENT. In the event the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may disburse such payments, or direct the Trustee
to disburse such payments, as applicable, to a person or institution designated
by a court which has jurisdiction over such recipient or a person or institution
otherwise having the legal authority under State law for the care and control of
such recipient. The receipt by such person or institution of any such payments
shall be complete acquittance therefore, and any such payment to the extent
thereof, shall discharge the liability of the Trust for the payment of benefits
hereunder to such recipient.

10.05. INFORMATION BETWEEN EMPLOYER AND TRUSTEE. The Employer agrees to furnish
the Trustee, and the Trustee agrees to furnish the Employer with such
information relating to the Plan and Trust as may be required by the other in
order to carry out their respective duties hereunder, including without
limitation information required under the Code or ERISA and any regulations
issued or forms adopted thereunder.

10.06. NOTICES. Any notice or other communication in connection with this Plan
shall be deemed delivered in writing if addressed as provided below and if
either actually delivered at said address or, in the case of a letter, three
business days shall have elapsed after the same shall have been deposited in the
United States mails, first-class postage prepaid and registered or certified:

     (a) If to the Employer or Administrator, to it at the address set forth in
     the Adoption Agreement, to the attention of the person specified to receive
     notice in the Adoption Agreement;

     (b) If to the Trustee, to it at the address set forth in the Trust
     Agreement;

or, in each case at such other address as the addressee shall have specified by
written notice delivered in accordance with the foregoing to the addressor's
then effective notice address.

10.07. GOVERNING LAW. The Plan and the accompanying Adoption Agreement will be
construed, administered and enforced according to ERISA, and to the extent not
preempted thereby, the laws of the Commonwealth of Massachusetts, without regard
to its conflicts of law principles.

                                       10
<PAGE>

ARTICLE 11. PLAN ADMINISTRATION.

11.01. POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator has
the full power and the full responsibility to administer the Plan in all of its
details, subject, however, to the applicable requirements of ERISA. The
Administrator's powers and responsibilities include, but are not limited to, the
following:

     (a) To make and enforce such rules and regulations as it deems necessary or
     proper for the efficient administration of the Plan;

     (b) To interpret the Plan, its interpretation thereof in good faith to be
     final and conclusive on all persons claiming benefits under the Plan;

     (c) To decide all questions concerning the Plan and the eligibility of any
     person to participate in the Plan;

     (d) To administer the claims and review procedures specified in Section
     11.03;

     (e) To compute the amount of benefits which will be payable to any
     Participant, former Participant or Beneficiary in accordance with the
     provisions of the Plan;

     (f) To determine the person or persons to whom such benefits will be paid;

     (g) To authorize the payment of benefits;

     (h) To comply with any applicable reporting and disclosure requirements of
     Part 1 of Subtitle B of Title I of ERISA;

     (i) To appoint such agents, counsel, accountants, and consultants as may be
     required to assist in administering the Plan;

     (j) By written instrument, to allocate and delegate its responsibilities,
     including the formation of an Administrative Committee to administer the
     Plan;

11.02. NONDISCRIMINATORY EXERCISE OF AUTHORITY. Whenever, in the administration
of the Plan, any discretionary action by the Administrator is required, the
Administrator shall exercise its authority in a nondiscriminatory manner so that
all persons similarly situated will receive substantially the same treatment.

11.03. CLAIMS AND REVIEW PROCEDURES.

     (a) Claims Procedure. If any person believes he is being denied any rights
     or benefits under the Plan, such person may file a claim in writing with
     the Administrator. If any such claim is wholly or partially denied, the
     Administrator will notify such person of its decision in writing. Such
     notification will contain (i) specific reasons for the denial, (ii)
     specific reference to pertinent Plan provisions, (iii) a description of any
     additional material or information necessary for such person to perfect
     such claim and an explanation of why such material or information is
     necessary, and (iv) information as to the steps to be taken if the person
     wishes to submit a request for review, including a statement of the such
     person's right to bring a civil action under Section 502(a) of ERISA
     following as adverse determination upon review. Such notification will be
     given within 90 days after the claim is received by the Administrator (or
     within 180 days, if special circumstances require an extension of time for
     processing the claim, and if written notice of such extension and
     circumstances is given to such person within the initial 90-day period).

          If the claim concerns disability benefits under the Plan, the Plan
     Administrator must notify the claimant in writing within 45 days after the
     claim has been filed in order to deny it. If special circumstances require
     an extension of time to process the claim, the Plan Administrator must
     notify

                                       11
<PAGE>

     the claimant before the end of the 45-day period that the claim may take up
     to 30 days longer to process. If special circumstances still prevent the
     resolution of the claim, the Plan Administrator may then only take up to
     another 30 days after giving the claimant notice before the end of the
     original 30-day extension. If the Plan Administrator gives the claimant
     notice that the claimant needs to provide additional information regarding
     the claim, the claimant must do so within 45 days of that notice.

     (b) Review Procedure. Within 60 days after the date on which a person
     receives a written notice of a denied claim (or, if applicable, within 60
     days after the date on which such denial is considered to have occurred),
     such person (or his duly authorized representative) may (i) file a written
     request with the Administrator for a review of his denied claim and of
     pertinent documents and (ii) submit written issues and comments to the
     Administrator. This written request may include comments, documents,
     records, and other information relating to the claim for benefits. The
     claimant shall be provided, upon the claimant's request and free of charge,
     reasonable access to, and copies of, all documents, records, and other
     information relevant to the claim for benefits. The review will take into
     account all comments, documents, records, and other information submitted
     by the claimant relating to the claim, without regard to whether such
     information was submitted or considered in the initial benefit
     determination. The Administrator will notify such person of its decision in
     writing. Such notification will be written in a manner calculated to be
     understood by such person and will contain specific reasons for the
     decision as well as specific references to pertinent Plan provisions. The
     decision on review will be made within 60 days after the request for review
     is received by the Administrator (or within 120 days, if special
     circumstances require an extension of time for processing the request, such
     as an election by the Administrator to hold a hearing, and if written
     notice of such extension and circumstances is given to such person within
     the initial 60-day period). The extension notice shall indicate the special
     circumstances requiring an extension of time and the date by which the Plan
     expects to render the determination on review.

     If the initial claim was for disability benefits under the Plan and has
     been denied by the Plan Administrator, the claimant will have 180 days from
     the date the claimant received notice of the claim's denial in which to
     appeal that decision. The review will be handled completely independently
     of the findings and decision made regarding the initial claim and will be
     processed by an individual who is not a subordinate of the individual who
     denied the initial claim. If the claim requires medical judgment, the
     individual handling the appeal will consult with a medical professional
     whom was not consulted regarding the initial claim and who is not a
     subordinate of anyone consulted regarding the initial claim and identify
     that medical professional to the claimant.

     The Plan Administrator shall provide the claimant with written notification
     of a plan's benefit determination on review. In the case of an adverse
     benefit determination, the notification shall set forth, in a manner
     calculated to be understood by the claimant - the specific reason or
     reasons for the adverse determinations, reference to the specific plan
     provisions on which the benefit determination is based, a statement that
     the claimant is entitled to receive, upon the claimant's request and free
     of charge, reasonable access to, and copies of, all documents, records, and
     other information relevant to the claim for benefits.

                                       12

<PAGE>

                            ADDENDUM TO THE FIDELITY
                   CORPORATEPLAN FOR RETIREMENT EXECUTIVE PLAN
                   ADOPTION AGREEMENT AND BASIC PLAN DOCUMENT

         This Addendum is being executed contemporaneously with, and shall be
considered part of, the Barr Laboratories, Inc. Non-Qualified Deferred
Compensation Plan (the "Plan"), which includes but is not limited to the
Adoption Agreement constituting Article 1 of the Plan (the "Adoption
Agreement"). The provisions of the Plan as revised in this Addendum are intended
to and shall supersede those provisions as they appear in the Plan. This
Addendum shall hereby be deemed to be incorporated by reference in the Plan. In
the event of any conflict between the terms of this Addendum and the Plan, the
terms of this Addendum shall control.

         1.       Subsection (a) of Section 1.05 of the Adoption Agreement is
revised to read as follows:

         "(a)     Employee contributions (Complete all that apply)

                  "(1)     [X] The Employer shall make a Deferral Contribution
                           in accordance with, and subject to, Section 4.01 on
                           behalf of each Participant who has an executed salary
                           reduction agreement in effect with the Employer for
                           the calendar year (or portion of the calendar year)
                           in question, not to exceed 100% of salary for that
                           calendar year (or portion of the calendar year) less
                           any Deferral Contributions actually made by or on
                           behalf of such Participant from the Participant's
                           salary for that calendar year (or portion of the
                           calendar year) under the Barr Laboratories, Inc.
                           Savings and Retirement Plan (the "Qualified 401(k)
                           Plan") or the Excess 401(k) Plan, subject, however,
                           to any election regarding bonuses, as set out in
                           Subsection 1.05(a)(2).

                  "(2)     [X] Bonus Contributions. The Employer may allow a
                           Participant upon proper notice and approval to enter
                           into a special salary reduction agreement to make
                           Deferral Contributions in an amount up to 100% of any
                           cash bonus that is awarded to such Participant for
                           his or her services in a fiscal year of the Employer
                           less any Deferral Contributions actually made by or
                           on behalf of such Participant from such cash bonus
                           under the Excess 401(k) Plan and the Qualified 401(k)
                           Plan and less the amount of any Employer Contribution
                           credited to the Participant in lieu of all or a
                           portion of such cash bonus.

                  "(3)     Any provision of Subsection 1.05(a)(1) or 1.05(a)(2)
                           to the contrary notwithstanding, the making of a
                           Deferral Contribution on behalf of a Participant
                           pursuant to either Subsection 1.05(a)(1) or
                           1.05(a)(2) in any calendar year shall be contingent
                           on the

                                  Page 1 of 8
<PAGE>


                           Participant's having a salary reduction agreement in
                           effect under the Qualified 401(k) Plan that will
                           result in tax deferred employee contributions under
                           the Qualified 401(k) Plan in that calendar year at
                           least equal to the dollar limitation on elective
                           deferrals imposed under Section 402(g) of the
                           Internal Revenue Code or, if less, any limitation on
                           tax-deferred contributions pursuant to the terms of
                           the Qualified 401(k) Plan."

         2.       Part (2) of Subsection 1.05(b) of the Adoption Agreement is
revised to read as follows:

         "(2)     [X] Matching Contribution Offset. For each Participant who has
                  made deferrals to the Qualified 401(k) Plan of at least the
                  maximum amount allowed pursuant to Section 402(g) of the Code
                  or the maximum allowed under the Qualified 401(k) Plan, the
                  Employer shall credit a Matching Contribution in an amount
                  equal to (A) minus (B) below:

                  "(A)     The Matching Employer Contributions, as defined in
                           the Qualified 401(k) Plan, that would have been
                           credited to the Participant under the Qualified
                           401(k) Plan if (i) the Participant's Deferral
                           Contributions actually made under the Excess 401(k)
                           Plan and this Plan (including any Employer
                           Contribution deemed to be a Deferral Contribution
                           pursuant to Section 1.05(c)(2) below) which, when
                           added to the Participant's Deferral Contributions
                           (other than unmatched catch-up contributions) and
                           after-tax contributions (if any) actually made to the
                           Qualified 401(k) Plan, do not exceed 10% of the
                           Participant's Compensation as adjusted in accordance
                           with clause (iii) of this subparagraph (A), were
                           deemed to have been made to the Qualified 401(k)
                           Plan, and (ii) no limits imposed by the Code, or
                           regulations issued thereunder, applied to such
                           Matching Employer Contributions, and (iii) all of the
                           aforementioned actual or deemed Deferral
                           Contributions (if any) that are not included in the
                           Participant's "Compensation" for purposes of
                           determining the Matching Employer Contributions that
                           are credited to the Participant under the Qualified
                           401(k) Plan for the Plan Year of the determination of
                           the Matching Contribution in question were included
                           in the Participant's "Compensation" for those
                           purposes;

                  "(B)     The Matching Employer Contributions actually credited
                           to such Participant under the Qualified 401(k) Plan
                           and Excess 401(k) Plan for the Plan Year of the
                           determination of the Matching Contribution
                           hereunder."

                                  Page 2 of 8
<PAGE>


         3.       Part (3) of Subsection 1.05(b) of the Adoption Agreement is
revised to read as follows:

         "(3)     [X] Matching Contribution Limits (check the appropriate
                  box(es)):

                  "(A)     [X] Deferral Contributions (including any Employer
                           Contribution deemed to be a Deferral Contribution
                           pursuant to Section 1.05(c)(2) below) which, when
                           added to the Participant's Deferral Contributions
                           under the Qualified 401(k) Plan and Excess 401(k)
                           Plan for the period in question, are in excess of 10%
                           of the Participant's Compensation for the period in
                           question adjusted as provided in Section
                           1.05(b)(2)(A)(3), shall not be considered for
                           Matching Contributions.

                  "Note:   If the Employer elects a percentage limit in (A)
                           above and requests the Trustee to account separately
                           for matched and unmatched Deferral Contributions, the
                           Matching Contributions allocated to each Participant
                           must be computed, and the percentage limit applied,
                           based upon each period."

         4.       Part (2) of Subsection 1.05(c) of the Adoption Agreement is
revised to read as follows:

         "(2)     [X] Discretionary Employer Contributions. The Employer may
                  credit Employer Contributions to the accounts of Participants
                  in any amount, as determined by the Employer in its sole
                  discretion from time to time, which amount shall be zero
                  unless the Employer provides otherwise. An Employer
                  Contribution that is credited to the account of a Participant
                  in lieu of all or a portion of a bonus for his or her services
                  in a fiscal year of the Employer shall be deemed to be a
                  Deferral Contribution for the period in which it is credited
                  for purposes of determining the Matching Contribution which
                  the Employer is to credit to such Participant pursuant to
                  Section 1.05(b)(2) above for that period. For purposes of this
                  Plan, an Employer Contribution that is credited to the account
                  of a Participant shall be deemed to be in lieu of all or a
                  portion of a bonus for his or her services in a fiscal year of
                  the Employer unless the Employer provides otherwise when such
                  Employer Contribution is credited."

         5.       Part (1) of Subsection 1.06(a) of the Adoption Agreement is
revised to read as follows:

         "(1)     [X] Termination of employment with the Employer or, if sooner,
                  the date on which the Participant has received (or has been
                  entitled to receive) long term disability benefits for 12
                  (twelve) months under the Employer's long term disability
                  insurance program (the "LTD Anniversary Date"). In the event
                  of a distribution on the LTD Anniversary Date, the amount to
                  be

                                  Page 3 of 8
<PAGE>


                  distributed shall be determined in accordance with section
                  7.02 of the Plan. Notwithstanding the foregoing, unless the
                  Committee directs otherwise at the time an Employer
                  Contribution is credited to the account of a Participant, an
                  Employer Contribution (as adjusted for income, expenses, gains
                  and losses) shall be distributed on the earliest date on which
                  the payment can be made without loss of the Employer's tax
                  deduction for such payment under Section 162(m) of the
                  Internal Revenue Code (as determined by the Employer). All
                  distributions pursuant to this Section 1.06(a)(1) shall be
                  made at the time provided in Section 1.06(a)(2)."

         6.       Subsection (c) of Section 1.07 of the Adoption Agreement, and
Part (1) of that Subsection, are revised to read as follows:

         "(c)     [X] YEARS OF SERVICE FOR VESTING SHALL EXCLUDE (check one):

                  "(1)     [X] service prior to July 1, 1999 (the effective date
                           of the Excess 401(k) Plan), and service prior to the
                           date on which the Participant first becomes eligible
                           to participate in the Excess 401(k) Plan."

         7.       Parts (3) and (4) of Subsection 1.07(e) of the Adoption
Agreement are revised to read as follows:

                  "(3)     [X] Death.

                  "(4)     [X] The date, if any, on which the Participant has
                           received (or has been entitled to receive) long term
                           disability benefits for 12 (twelve) months under the
                           Employer's long term disability insurance program."

         8.       Section 1.10 of the Adoption Agreement is revised to read as
follows:

         "1.10    DISTRIBUTIONS

         "SUBJECT TO ARTICLES 7 AND 8, DISTRIBUTIONS UNDER THE PLAN MAY BE MADE
         IN THE FORM OF A LUMP SUM. CHECK BELOW TO ALLOW DISTRIBUTIONS IN
         INSTALLMENT PAYMENTS:

         "[X] under a systematic withdrawal plan (installments) not to exceed 15
         years."

                                  Page 4 of 8
<PAGE>

         9.       The definition of "Compensation" in Section 2.01(a)(6) of the
Plan is revised by changing the third sentence thereof to read as follows:

                  "Compensation for purposes of Article 4 shall also include
         amounts deferred pursuant to an election under Section 4.01 or under
         the Excess 401(k) Plan."

         10.      Section 3.01 of the Plan is revised by adding the following
sentence to the end thereof:

         "An eligible Employee on whose behalf an Employer Contribution is made
         pursuant to Section 1.05(c)(2) and who is not otherwise a Participant
         shall become a Participant in the Plan on the date as of which such
         Employer Contribution is credited to him, whether or not such Employee
         has filed an election pursuant to Section 4.01."

         11.      Clause (b) of Section 4.01 of the Plan is revised to read as
follows:

         "(b) in the event the Employer has elected to permit the deferral of
         bonus payments hereunder, a salary reduction agreement applicable to
         such bonus deferral must be made not later than in the calendar year
         immediately preceding the calendar year in which the bonus would be
         paid but for the election to defer."

         12.      Section 4.02 of the Plan is revised to read as follows:

         "4.02. MATCHING CONTRIBUTIONS. If so provided by the Employer in
         Section 1.05(b), the Employer shall make a "Matching Contribution" to
         be credited to the account maintained on behalf of each Participant who
         had "Deferral Contributions" pursuant to Section 4.01 made (or deemed
         made pursuant to Section 1.05(c)(2)) on his behalf during the year
         subject to the limitations of Section 1.05(b)(3). The amount of the
         "Matching Contribution" shall be determined in accordance with Section
         1.05(b)."

         13.      Section 7.02 of the Plan is revised by changing the first
paragraph thereof to read as follows:

         "7.02. DEATH OR DISABILITY. If a Participant dies or an LTD Anniversary
         Date (as defined in Section 1.06(a)(1)) occurs before the distribution
         of his Account has commenced, or before such distribution has been
         completed, his Account shall become vested in accordance with the
         vesting schedule(s) elected in Section 1.07 and he, or in the event of
         his death, his designated Beneficiary or Beneficiaries will be entitled
         to receive the remaining balance of his Account, plus any amounts
         thereafter credited to his Account, subject to the provisions of
         Section 7.06. Distribution to him or, in the event of his death, the
         Beneficiary or Beneficiaries will be made in accordance with Article
         8."

                                  Page 5 of 8
<PAGE>

         14. Section 7.03 of the Plan is revised to read as follows:

         "7.03. OTHER TERMINATION OF EMPLOYMENT. If provided by the Employer in
         Section 1.07, if a Participant's employment terminates for any reason
         than death and an LTD Anniversary Date (as defined in Section
         1.06(a)(1)) has not occurred before such termination of employment, he
         will be entitled to a termination benefit equal to (i) the vested
         percentage(s) of the value of the Matching Contributions to his
         Account, as adjusted for income, expense, gain, or loss, such
         percentage(s) determined in accordance with the vesting schedule(s)
         selected by the Employer in Section 1.07, and (ii) the value of the
         Deferral Contributions and Employer Contributions to his Account as
         adjusted for income, expense, gain or loss. The amount payable under
         this Section 7.03 will be subject to the provisions of Section 7.06 and
         will be distributed in accordance with Article 8."

         15.      Section 7.04 of the Plan is revised by changing "Section 1.07"
in the first sentence thereof to "Section 1.07(a)".

         16.      Section 7.05 of the Plan is revised to read as follows:

         "7.05. FORFEITURES. If a Participant's employment terminates, any
         portion of his Account (including any amounts credited after his
         employment terminates) not payable to him under Section 7.03 will be
         forfeited by him."

         17.      Section 8.01 of the Plan is revised by changing "10 years" in
the second sentence thereof to "15 years".

         18.      Paragraph (b) of Section 8.02 of the Plan is revised by
changing the first sentence thereof to read as follows:

         "(b) If elected by the Employer in Section 1.06(b), the Participant
         will receive a distribution of all amounts not deferred pursuant to
         Section 1.06(b)(1)(B) (and income, expense, gain or losses attributable
         to those amounts) upon termination of employment except if and to the
         extent that Section 1.06(b) provides for distribution to be made on a
         different date."

         19.      Paragraph (b) of Section 8.02 of the Plan is further revised
by changing the penultimate sentence thereof to read as follows:

         "If the Participant dies before any event elected by the Employer in
         Section 1.06(a) occurs, the Participant shall be considered to have
         terminated employment and the Participant's benefit will be paid to the
         Participant's Beneficiary in the same form and at the same time as it
         would have been paid to the Participant pursuant to this Article 8."

                                  Page 6 of 8
<PAGE>

         20.      Section 8.03 of the Plan is revised by changing the last two
sentences thereof to read as follows:

         "Once a Participant has made an election for the method of
         distribution, that election shall be effective for all contributions
         made on behalf of the Participant attributable to any Plan Year after
         that election was made and, in the case of an election made within a 30
         day period described in Section 4.01(a), attributable to the Plan Year
         in which the election was made, and before the effective date of a new
         election the Participant makes in the manner and on the terms and
         conditions prescribed by the Administrator. If the Participant does not
         designate in the manner prescribed by the Administrator the method of
         distribution to him and his Beneficiary, the method of distribution
         shall be a lump sum."

         21.      Section 8.05 of the Plan is revised to read as follows:

         "8.05. TIME OF DISTRIBUTION. In no event will distribution to a
         Participant be made later than the date specified by the Participant in
         his salary reduction agreement in accordance with the Plan. All
         distributions will be made as soon as administratively feasible
         following the distribution date specified in Section 1.06 or Section
         7.08, if applicable."

         22.      Section 9.01 of the Plan is revised by changing the third
sentence thereof to read as follows:

         "Any such change notwithstanding, no Participant's Account shall be
         reduced by such change."

         23.      Section 9.04 of the Plan is revised to read as follows:

         "9.04. DISTRIBUTION UPON TERMINATION OF THE PLAN. Upon termination of
         the Plan, no further Deferral Contributions or Matching Contributions
         or Employer Contributions shall be made under the Plan, but Accounts of
         Participants maintained under the Plan at the time of termination shall
         continue to be governed by the terms of the Plan until paid out in
         accordance with the terms of the Plan."

         24.      Section 10.07 of the Plan is revised to read as follows:

         "10.07. GOVERNING LAW. The Plan and the accompanying Adoption Agreement
         will be construed, administered and enforced according to ERISA, and to
         the extent not preempted thereby, the laws of the State of New York,
         without regard to its conflicts of law principles."

         25.      Section 11.02 of the Plan is revised to read as follows:

         "11.02. EXERCISE OF AUTHORITY. Whenever, in the administration of the
         Plan, any discretionary action by the Administrator is required or
         permitted, the

                                  Page 7 of 8
<PAGE>

         Administrator need not exercise its authority in a nondiscriminatory
         manner so that all persons similarly situated will receive
         substantially the same treatment, unless the exercise of its authority
         in such a nondiscriminatory manner is required by law."

         IN WITNESS WHEREOF, the Employer has caused this Addendum to be
executed as of the 24th day of October, 2003.

                                  BARR LABORATORIES, INC.

                                  By: /s/ Catherine F. Higgins
                                      ------------------------

                                  Name: Catherine F. Higgins
                                        ----------------------

                                  Title: Senior Vice President, Human Resources
                                         --------------------------------------

                                  Page 8 of 8