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                                                                   Exhibit 10.52

                    DENDRITE 401(K) RETIREMENT SAVINGS PLAN
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                               TABLE OF CONTENTS

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ARTICLE 1 - DEFINITIONS
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     1.01      Account                                                      1
     1.02      Anniversary Date                                             2
     1.03      Annuity Starting Date                                        2
     1.04      Applicable Computation Period                                2
     1.05      Beneficiary                                                  3
     1.06      Board of Directors                                           3
     1.07      Committee                                                    3
     1.08      Company                                                      3
     1.09      Compensation                                                 3
     1.10      Controlled or Affiliated Service Group                       4
     1.11      Disability                                                   5
     1.12      Effective Date/Supplemental Effective Date                   5
     1.13      Election Period                                              5
     1.14      Employee/Eligible Employee/Leased Employee                   5
     1.15      Employer                                                     6
     1.16      Highly Compensated Employee/
                Nonhighly Compensated Employee                              6
     1.17      Internal Revenue Code or Code                                8
     1.18      Participant                                                  8
     1.19      Plan                                                         8
     1.20      Plan Year                                                    9
     1.21      Protected Spouse                                             9
     1.22      Qualified Annuity                                            9
     1.23      Qualified Domestic Relations Order                           9
     1.24      Retirement                                                   9
     1.25      Retirement Dates                                             9
     1.26      Service (Break-in-Service -
                Year of Service - Hour of Employment)                      10
     1.27      Trust Agreement                                             11
     1.28      Trustee                                                     11
     1.29      Trust Fund                                                  11
     1.30      Valuation Date                                              11


ARTICLE 2 - ELIGIBILITY AND PARTICIPATION

     2.01      Eligibility for Participation                               12
     2.02      Change in Employment Status                                 12
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ARTICLE 3 - CONTRIBUTIONS
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     3.01      Elective Deferral Contributions                             14
     3.02      Reduction of Excess Elective
                Deferral Contributions                                     14
     3.03      Matching and Regular Contributions                          14
     3.04      Voluntary Contributions                                     17
     3.05      Contribution Changes                                        17
     3.06      Discontinuance of Contributions                             17
     3.07      Rollover Contributions from Other
                Qualified Plans                                            18
     3.08      Transfer of Assets from Other
                Qualified Plans                                            19
     3.09      Deposit of Contributions                                    19
     3.10      Payment of Expenses                                         19


ARTICLE 4 - CONTRIBUTIONS LIMITATIONS

     4.01      $7,000 Limitation on Elective
                Deferral Contributions                                     20
     4.02      Limitation on Elective Deferral, Matching
                and/or Voluntary Contributions                             20
     4.03      Limitation on Allocations                                   24


ARTICLE 5 - MAINTENANCE OF ACCOUNTS, INVESTMENT FUNDS AND
     VALUATION OF THE TRUST FUND

     5.01      Maintenance of Accounts                                     29
     5.02      Investment Election                                         29
     5.03      Investment Funds                                            30
     5.04      Valuation of Trust Fund                                     30
     5.05      Allocation of Investment Earnings and
                Expenses                                                   30


ARTICLE 6 - BENEFITS PAYABLE UPON TERMINATION OF EMPLOYMENT

     6.01     Upon Retirement                                              31
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     6.02      Upon Disability                                             31
     6.03      Upon Death                                                  31
     6.04      Upon Other Termination of Employment                        33
     6.05      Reemployment and Repayment of Benefits                      35


ARTICLE 7 - DISTRIBUTION OF BENEFITS

     7.01      Claim Procedure For Benefits                                36
     7.02      Commencement of Benefits                                    36
     7.03      Method and Form of Payment of Benefits                      40
     7.04      Spousal Consent Requirements With Respect
               to Participant Elections                                    42
     7.05      Disposition of Unclaimed Benefits                           44
     7.06      Non-Assignability                                           44
     7.07      Substitute Payee                                            44
     7.08      Satisfaction of Liability                                   44
     7.09      Direct Rollover to Eligible Retirement Plans                44
     7.10      Waiver of 30-Day Notice Requirement                         45


ARTICLE 8 - ADMINISTRATION OF THE PLAN

     8.01      Assignment of Administrative Authority                      47
     8.02      Organization and Operation of the Committee                 47
     8.03      Authority and Responsibility                                48
     8.04      Records and Reports                                         49
     8.05      Required Information                                        49
     8.06      Fiduciary Liability                                         49
     8.07      Payment of Expenses                                         50
     8.08      Indemnification                                             50
     8.09      Qualified Domestic Relations Orders                         50


ARTICLE 9 - AMENDMENT AND TERMINATION

     9.01      Amendment                                                   54
     9.02      Termination                                                 54
     9.03      Vesting Upon Termination                                    55
     9.04      Distribution of Benefits After Termination                  55
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ARTICLE 10 - PARTICIPATING COMPANIES

     10.01     Adoption by Other Entities                                  56
     10.02     Alternative Provisions                                      56
     10.03     Right to Withdraw (Plan Spinoff)                            56
     10.04     Procedure Upon Withdrawal                                   56


ARTICLE 11 - TOP-HEAVY PROVISIONS

     11.01     Definition of Top-Heavy and Super Top-Heavy                 58
     11.02     Definition of Key Employee                                  59
     11.03     Minimum Employer Contribution                               60
     11.04     Limitation of Allocations                                   61


ARTICLE 12 - WITHDRAWAL OF FUNDS DURING EMPLOYMENT

     12.01     Withdrawals from Elective Deferral, Matching
                and Regular Contribution Accounts                          62
     12.02     Withdrawals from Rollover, Transfer
                and Voluntary Accounts                                     62
     12.03     Withdrawals from Qualified Matching
                Contribution and Qualified Nonelective
                Contribution Accounts                                      62
     12.04      Financial Hardship Rules                                   62
     12.05      General Withdrawal Rules                                   63


ARTICLE 13 - LOANS

     13.01     Amount of Loans and Terms of Repayment                      65


ARTICLE 14 - GENERAL PROVISIONS

     14.01     Exclusiveness of Benefits                                   68
     14.02     Limitation of Rights                                        68
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     14.03     Limitation of Liability and Legal Actions                   68
     14.04     Construction of Agreement                                   68
     14.05     Title to Assets                                             69
     14.06     Severability                                                69
     14.07     Titles and Headings                                         69
     14.08     Counterparts as Original                                    69
     14.09     Merger of Plans                                             69
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                    DENDRITE 401(K) RETIREMENT SAVINGS PLAN

                             STATEMENT OF PURPOSE

Dendrite International, Inc. has had in effect since July 1, 1990 the Dendrite
Inc. 401(k) Profit Sharing Plan, established under the Standardized regional
Prototype Cash or Deferred Profit-Sharing Plan and Trust Sponsored by USF&G
Business Services, Inc., to which it made contributions for the purpose of
sharing its profits with its employees in order to provide for the accumulation
of funds for the benefit of eligible employees and their beneficiaries in the
manner and to the extent set forth in such plan.

The Dendrite 401(k) Retirement Savings Plan, hereinafter set forth, and its
related trust agreement, constitutes an amendment in its entirety to said plan
which is continued effective as of October 1, 1996 with respect to employees and
participants who had not yet retired, terminated employment or died as of such
date.  The rights of anyone covered under the plan prior to October 1, 1996, who
retired, terminated employment or died before that date, shall be determined in
accordance with the terms and provisions of the plan in effect on the date of
such retirement, termination of employment or death, except as otherwise
specifically provided herein.


                                   ARTICLE 1

                                  DEFINITIONS

For purposes of the Plan, the following words and phrases shall have the
following meanings unless a different meaning is plainly required by the
context.  Wherever used, the masculine pronoun shall include the feminine
pronoun and the feminine pronoun shall include the masculine and the singular
shall include the plural and the plural shall include the singular.

1.01      "ACCOUNT"

          The interest of a Participant in the Trust Fund as represented by his
          accounts as designated below.

          (a)  "ELECTIVE DEFERRAL CONTRIBUTION ACCOUNT" - Portion of Trust Fund
               attributable to a Participant's Elective Deferral Contributions
               in accordance with the provisions of Section 3.01 and the
               provisions of the Plan in effect prior to the Supplemental
               Effective Date.

          (b)  "MATCHING CONTRIBUTION ACCOUNT" - Portion of Trust Fund
               attributable

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               to the Company's

               (i)  Matching Contributions in accordance with the provisions of
                    Subsection 3.03(a) and with the provisions of the Plan in
                    effect prior to the Supplemental Effective Date; and

               (ii) Additional Matching Contributions in accordance with the
                    provisions of Subsection 3.03(b).

          (c)  "REGULAR CONTRIBUTION ACCOUNT" - Portion of Trust Fund
               attributable to the Company's Regular Contributions in accordance
               with the provisions of Subsection 3.03(c) and the provisions of
               the Plan in effect prior to the Supplemental Effective Date, and
               Top-Heavy Contributions in accordance with Article 11 .

          (d)  "ROLLOVER ACCOUNT" - Portion of Trust Fund attributable to funds
               rolled over from another qualified plan in accordance with
               Section 3.07.

          (e)  "TRANSFER ACCOUNT" - Portion of Trust Fund attributable to the
               Company's contributions during a Participant's participation
               under another qualified plan and transferred in accordance with
               the provisions of Section 3.08.

          (f)  "VOLUNTARY CONTRIBUTION ACCOUNT" - Portion of Trust Fund
               attributable to a Participant's Voluntary Contributions in
               accordance with the provisions of Section 3.04 and the provisions
               of the Plan in effect prior to the Supplemental Effective Date.

          (g)  "QUALIFIED MATCHING CONTRIBUTION ACCOUNT" - Portion of Trust Fund
               attributable to the Company's Qualified Matching Contributions in
               accordance with the provisions of Subsection 3.03(b).

          (h)  "QUALIFIED NONELECTIVE CONTRIBUTION ACCOUNT" - Portion of Trust
               Fund attributable to the Company's Qualified Nonelective
               Contributions in accordance with the provisions of Subsection
               3.03(d).

1.02      "ANNIVERSARY DATE"

          Each January commencing January 1, 1991.

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1.03      "ANNUITY STARTING DATE"

          The first day of the first period for which an amount is payable as an
          annuity. If a benefit is not payable in the form of an annuity, the
          first day on which all events have occurred which entitle the
          Participant to such benefit.

1.04      "APPLICABLE COMPUTATION PERIOD"

          An Eligible Employee's Applicable Computation Period shall be the 12-
          month period beginning as of the date a person first completed an Hour
          of Employment with an Employer and each anniversary thereof.

1.05      "BENEFICIARY"

          The person designated to receive benefits payable under the Plan in
          the event of death. In the event a Beneficiary is not designated, the
          Participant's surviving spouse shall be deemed his Beneficiary or in
          the absence of a surviving spouse, the benefits shall be paid to the
          Participant's estate.

1.06      "BOARD OF DIRECTORS"

          The Board of Directors of Dendrite International, Inc.

1.07      "COMMITTEE"

          The persons appointed in accordance with Section 8.01 to administer
          the Plan. In the absence of such designation, the Company shall serve
          as the Committee and in such case all references herein to the
          Committee shall be deemed a reference to the Company.

1.08      "COMPANY"

          (a)  Dendrite International, Inc. and any successor which shall
               maintain this Plan; and

          (b)  any other business entity which duly adopts the Plan with the
               approval of the Board of Directors.

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1.09      "COMPENSATION"

          (a)  Unless otherwise indicated, for purposes of Sections 3.01, 3.03
               and 3.04, the amount described in Subsection (c), exclusive of
               any (i) amount which is paid by the Employer but not by the
               Company,(ii) amount paid by the Company for any period during
               which the Participant's employment status did not meet the
               requirements of Section 1.14; and (iii) amount paid before an
               Eligible Employee was eligible to become a Participant in
               accordance with Section 2.01. For purposes of Section 3.01, third
               party insurance payments shall be excluded.

          (b)  For purposes of Section 4.03, the Participant's wages for the
               Plan Year paid by the Employer of the type reported in box 10 of
               Form W-2 (1991). Such wages shall include amounts within the
               meaning of Section 3401(a) of the Code plus any other amounts
               paid to the Participant by the Employer for which the Employer is
               required to furnish a written statement under Section 6041(d) and
               6051(a)(3) of the Code, determined without regard to any rules
               that limit the amount required to be reported based on the nature
               or location of the employment or services performed, exclusive of

               (i)    severance pay on a non payroll basis;

               (ii)   non-qualified deferred compensation payments;

               (iii)  any amounts paid or reimbursed by the Employer for moving
                      expenses which the Employer reasonably believes at the
                      time of such payment to be deductible by the Employee
                      under Section 217 of the Code;and

               (iv)   welfare benefits, fringe benefits (cash and non-cash),
                      reimbursements of other expense allowances, moving
                      expenses and deferred compensation.

          In addition to other applicable limitations set forth in the Plan, and
          notwithstanding any other provision of the Plan to the contrary, for
          Plan Years beginning on or after January 1, 1994, the annual
          Compensation of each Employee taken into account under the Plan shall
          not exceed the OBRA '93 annual compensation limit. The OBRA '93 annual
          compensation limit is $150,000, as adjusted by the Commissioner for
          increases in the cost of living in accordance with section
          401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
          adjustment in effect for a calendar year applies to

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          any period, not exceeding 12 months, over which Compensation is
          determined (determination period) beginning in such calendar year. If
          a determination period consists of fewer than 12 months, the OBRA '93
          annual compensation limit will be multiplied by a fraction, the
          numerator of which is the number of months in the determination
          period, and the denominator of which is 12.

          For Plan Years beginning on or after January 1, 1994, any reference in
          this Plan to the limitation under section 401(a)(17) of the Code shall
          mean the OBRA '93 annual compensation limit set forth in this
          provision.

          If compensation for any prior determination period is taken into
          account in determining an Employee's benefits accruing in the current
          Plan Year, the compensation for that prior determination period is
          subject to the OBRA '93 annual compensation limit in effect for that
          prior determination period. For this purpose, for the determination
          periods beginning before the first day of the first Plan Year
          beginning on or after January 1, 1994, the OBRA '93 annual
          compensation limit is $150,000.

1.10      "CONTROLLED OR AFFILIATED SERVICE GROUP"

          (a)  "CONTROLLED GROUP" - Any group of business entities under common
               control, including but not limited to proprietorships and
               partnerships, or a controlled group of corporations within the
               meaning of Sections 414(b), (c) and (o) of the Code. For purposes
               of Section 4.03, the phrase "more than 50%" is substituted for
               the phrase "at least 80%" each place it appears in Section
               1563(a)(1) of the Code.

          (b)  "AFFILIATED SERVICE GROUP" - Any group of business entities
               within the meaning of Section 414(m) of the Code.

1.11      "DISABILITY"

          Any physical or mental condition which may reasonably be expected to
          be permanent and which renders the Participant incapable of continuing
          as an Eligible Employee for his customary Hours of Employment.

1.12      "EFFECTIVE DATE"

          July 1, 1990, the date as of which the Plan was established.

          "SUPPLEMENTAL EFFECTIVE DATE"

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          October 1, 1996, the last date as of which the Plan was amended in its
          entirety.

1.13      "ELECTION PERIOD"

          The period commencing 90 days before the Annuity Starting Date and
          ending on such Annuity Starting Date.

1.14      "EMPLOYEE"

          Any person in the employ of the Company.

          Leased Employees shall be included as Employees unless (i) such
          individual is covered by a money purchase pension plan providing (A) a
          nonintegrated employer contribution rate of at least 10 percent of
          compensation, as defined in Section 415(c)(3) of the Code, but
          including amounts contributed by the employer pursuant to a salary
          reduction agreement which are excludable from the Leased Employee's
          gross income under Section 125, 402(a)(8), 403(h) or 403(b) of the
          Code; (B) immediate participation; and (C) full and immediate vesting;
          and (ii) Leased Employees do not constitute more than 20% of the
          Employer's Nonhighly Compensated Employee workforce.

          "ELIGIBLE EMPLOYEE"

          An Employee for whom the Company is required to contribute Federal
          Insurance Contributions Act taxes excluding persons who are Leased
          Employees.

          Notwithstanding the above, Leased Employees shall be included in the
          definition of Eligible Employee if the requirements of Section
          414(n)(2) of the Code require such inclusion in order to meet the plan
          qualification requirements enumerated in Section 414(n) and then only
          if the coverage requirements of Section 410(b) of the Code would
          otherwise not be met.

          "LEASED EMPLOYEE"

          Any person (other than an Employee of the recipient) who pursuant to
          an agreement between the recipient and any other person ("leasing
          organization") has performed services for the recipient (or for the
          recipient and related persons determined in accordance with Section
          414(n)(6) of the Code) on a substantially full time basis for a period
          of at least one year, and such services are of a type historically
          performed by employees in the business field of the recipient
          employer. Contributions or benefits provided a

                                                                               6
<PAGE>

          Leased Employee by the leasing organization which are attributable to
          services performed for the recipient employer shall be treated as
          provided by the recipient employer.

1.15      "EMPLOYER"

          The Company and any other business entity in a Controlled or
          Affiliated Service Group which includes the Company.

1.16      "HIGHLY COMPENSATED EMPLOYEE"

          (a)  An Employee who is a Highly Compensated Active Employee or a
               Highly Compensated Former Employee.

          (b)  A Highly Compensated Active Employee is any Employee who performs
               Service with the Employer during the Determination Year and is
               described in either the Look-back Year Group or the Determination
               Year Group or both such groups.

               (i)    The Look-back Year Group includes any Employee who (A) was
                      at any time during the Look-back Year a 5% owner, as
                      defined in Section 416(i)(1) of the Code; (B) received
                      Compensation from the Employer in excess of $75,000; (C)
                      received Compensation from the Employer in excess of
                      $50,000 and was in the Top-Paid Group, as defined in
                      Section 414(q) of the Code, of Employees for such Look-
                      back Year; or (D) was at any time an officer and received
                      Compensation greater than 50% of the maximum dollar
                      limitation under Section 415(b)(1)(A) of the Code.

                      The 415(b)(1)(A) limitation and the $75,000 and $50,000
                      thresholds set forth above shall be adjusted annually for
                      increases in the cost-of-living in accordance with Section
                      415(d) of the Code, effective as of January 1 of the
                      calendar year such increase is promulgated and applicable
                      to the Plan Year which begins with or within such calendar
                      year.

               (ii)   The Determination Year Group includes any Employee who (A)
                      was at any time during the Determination Year a 5% owner,
                      as defined in Section 416(i)(1) of the Code; or (B) is
                      both (1) described in Subparagraphs (i)(B), (i)(C) or
                      (i)(D) above substituting the Determination Year for the
                      Look-back Year; and (2) a member of the group consisting
                      of the 100

                                                                               7
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                      Employees paid the greatest Compensation during
                      the Determination Year of reference.

          (c)  A Highly Compensated Former Employee for a Determination Year is
               any former Employee who separated from Service prior to such
               Determination Year and was a Highly Compensated Active Employee
               for either the year in which such Employee separated from Service
               or any Determination Year ending on or after such Employee's 55th
               birthday.

          (d)  For purposes of this definition, the following shall be
               applicable:

               (i)    The Determination Year is the applicable Plan Year for
                      which a determination is being made and the Look-back Year
                      is the 12-month period immediately preceding such Plan
                      Year.

               (ii)   If there are no officers as described above in either the
                      Determination Year or the Look-back Year, then the highest
                      paid officer of the Employer in each such year shall be
                      deemed a Highly Compensated Employee with respect to such
                      year.

               (iii)  The determination of Highly Compensated Employees,
                      including the determinations of the number and identity of
                      Employees in the Top-Paid Group, the top 100 Employees and
                      the number of Employees treated as officers shall be
                      governed by Section 414(q) of the Code and Treasury
                      Regulation 1.414(q)-1T.

               (iv)   The Compensation and contributions under the Plan of a
                      Highly Compensated Employee who is a 5% owner or in the
                      group consisting of the 10 Highly Compensated Employees
                      paid the greatest Compensation during any Determination
                      Year or Look-back Year shall be determined by aggregating
                      such amounts with the Compensation and contributions of
                      each other Employee who is the spouse, lineal ascendant or
                      descendant or spouse of a lineal ascendant or descendant
                      of such Highly Compensated Employee.

          (e)  The Company may make the following elections as provided for in
               Treasury Regulation 1.414(q)-1T:

               (i)    the special rule for determining Highly Compensated Former
                      Employees who separated from Service before January 1,
                      1987 in accordance with Treasury Regulation 1.414(q)-1T,

                                                                               8
<PAGE>

                      Q&A 4(d). However, once such an election is made it may
                      not be changed without the consent of the Commissioner;

               (ii)   the calendar year election for the Look-back Year in
                      accordance with Treasury Regulation 1.414(q)-lT, Q&A
                      14(b);

               (iii)  the modification on a consistent and uniform basis of the
                      permissible age and service exclusions in accordance with
                      Treasury Regulation 1.414(q)-1T, Q&A 9(b)(2);

               (iv)   the inclusion of employees covered under a collective
                      bargaining agreement in accordance with Treasury
                      Regulation 1.414(q)-1T, Q&A 9(b)(2);

               (v)    the inclusion of leased employees in determining the
                      highly compensated group in accordance with Treasury
                      Regulation 1.414(q)-1T, Q&A 7(b)(4); and

               (vi)   the transitional rule in accordance with Treasury
                      Regulation 1.414(q)-IT, Q&A 15.


          "NONHIGHLY COMPENSATED EMPLOYEE"

          An Employee who is not deemed to be a Highly Compensated Employee.

1.17      "INTERNAL REVENUE CODE" OR "CODE"

          The Internal Revenue Code of 1986, and any amendments thereto.

1.18      "PARTICIPANT"

          (a)  An Eligible Employee who participates under the Plan in
               accordance with Section 2.01.

          (b)  Each other Eligible Employee or former Eligible Employee for whom
               an Account is maintained.

1.19      "PLAN"

          The plan of the Company, as herein set forth and as from time to time
          supplemented and amended, which Plan is intended to be a profit-
          sharing plan for purposes of Sections 401 (a), 402, 412 and 417 of the
          Code.

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<PAGE>

1.20      "PLAN YEAR"

          A period of 12 consecutive months commencing on the January 1, 1991
          and each Anniversary Date thereof.

          However, "Plan Year" prior to January 1, 1991, shall be a period of
          six consecutive months commencing on the Effective Date and ending on
          December 31, 1990.

1.21      "PROTECTED SPOUSE"

          The spouse to whom the Participant had been legally married on the
          earlier of the date of the Participant's death or the Participant's
          Annuity Starting Date.

1.22      "QUALIFIED ANNUITY"

          (a)  in the case of a married Participant, an immediate annuity
               payable for the life of the Participant with a survivorship
               benefit payable to the Participant's spouse (on the Annuity
               Starting Date) for life. Such survivorship benefit shall not be
               less than 50% or greater than 100% of the benefit payable to the
               Participant. In the absence of a specific election, 100% shall be
               applicable.

          (b)  In the case of a Participant who is not married on his Annuity
               Starting Date, an immediate annuity payable for the life of the
               Participant. Upon the Participant's death, all benefits cease.

1.23      "QUALIFIED DOMESTIC RELATIONS ORDER"

          A domestic relations order as defined in Section 8.09 in accordance
          with Section 414(p) of the Code.

1.24      "RETIREMENT"

          The termination of employment of a Participant on his Early, Normal or
          Deferred Retirement Date.

1.25      "RETIREMENT DATES"

          (a)  "NORMAL RETIREMENT DATE" - The date on which the Participant
               attains age 65.

                                                                              10
<PAGE>

          (b)  "EARLY RETIREMENT DATE" - The first day of any month coincident
               with or following the date on which the Participant attains age
               55, provided he has completed five Years of Service as of such
               date.

          (c)  "DEFERRED RETIREMENT DATE" - The first day of any month
               subsequent to the Participant's Normal Retirement Date.

1.26      "SERVICE"

          (a)  All Hours of Employment with the Employer during an Applicable
               Computation Period.

          (b)  "Break-in-Service" -An Applicable Computation Period during which
               an Employee fails to receive credit for 501 Hours of Employment.

               If an Employee is absent by reason of (i) the pregnancy of the
               Employee, (ii) the birth of a child of the Employee, (iii) the
               placement of a child with the Employee in connection with an
               adoption of such child by such Employee, or (iv) caring for such
               child immediately following such birth or placement, such
               Employee will be credited with the number of Hours of Employment
               which would normally have been credited but for such absence, or,
               in any case in which the Committee is unable to determine such
               hours normally credited, eight Hours of Employment per day. The
               Hours of Employment required to be credited for such absence
               shall not exceed 501.

               Hours of Employment shall be credited for the Plan Year in which
               the absence from work begins, only if credit is necessary to
               prevent the Employee from incurring a Break-in-Service, or, in
               any other case, in the immediately following Plan Year.

          (c)  "YEAR OF SERVICE" - An Applicable Computation Period during which
               the Employee receives credit for at least 1,000 Hours of
               Employment.

          (d)  "HOUR OF EMPLOYMENT"

               (i)    Each hour during an Applicable Computation Period for
                      which the person is directly or indirectly paid or
                      entitled to payment for the performance of duties or for
                      the period of time when no duties are performed,
                      irrespective of whether the employment relationship has
                      terminated, such as vacation, holiday, lay-off, jury duty
                      or approved Leave of Absence.

                                                                              11
<PAGE>

                      As used herein and Section 3.03, Leave of Absence shall
                      mean a leave granted for pregnancy, Disability, illness,
                      death or any other family obligation or status; personal
                      or family hardship or special business circumstances;
                      educational purposes; and/or civic, charitable or
                      governmental services, provided that all Employees under
                      similar circumstances shall be treated in a similar
                      manner.

                      No more than 501 Hours of Employment are required to be
                      credited to an Employee on account of any single
                      continuous period during which the Employee performs no
                      duties (whether or not such period occurs in a single
                      computation period).

               (ii)   A person shall receive an Hour of Employment for each hour
                      for which back pay has been awarded or agreed to
                      irrespective of mitigation of damages, provided that each
                      such hour shall be credited to the Applicable Computation
                      Period to which it pertains, rather than the Applicable
                      Computation Period in which the award or agreement is
                      made, and further provided that no such award or agreement
                      shall have the effect of crediting an Hour of Employment
                      for any hour for which the person previously received
                      credit under (i) above.

               (iii)  Notwithstanding the foregoing, Hours of Employment shall
                      be computed and credited in accordance with Department of
                      Labor Regulation 2530.200b-2, Subparagraphs (b) and (c).

               (iv)   A person shall be credited with 95 Hours of Employment for
                      each semi-monthly payroll period for which he would have
                      been required to be credited with at least one Hour of
                      Employment.

          (e)  An Employee shall receive credit for the period of his employment
               with another business entity to which he had been transferred by
               the Company solely for purposes of determining his vested
               interest in accordance with Section 6.04.

1.27      "TRUST AGREEMENT"

          The instrument executed by the Company and the Trustee fixing the
          rights and liabilities of each with respect to holding and
          administering the Trust Fund, which instrument shall be incorporated
          by reference into this Plan.

                                                                              12
<PAGE>

1.28      "TRUSTEE"

          The Trustee or any successor Trustee, appointed by the Board of
          Directors, acting in accordance with the terms of the Trust Agreement.

1.29      "TRUST FUND"

          All assets held by the Trustee for the purposes of the Plan in
          accordance with the terms of the Trust Agreement.

1.30      "VALUATION DATE"

          The last day of each March, June, September and December or such other
          dates as the Committee may determine from time to time.

                                                                              13
<PAGE>

                                   ARTICLE 2

                         ELIGIBILITY AND PARTICIPATION


2.01      ELIGIBILITY FOR PARTICIPATION

          (a)  Each Eligible Employee on the Supplemental Effective Date who was
               a Participant of the Plan shall continue as a Participant as of
               the Supplemental Effective Date.

          (b)  For purposes of Elective Deferral contributions in accordance
               with Section 3.01, each other Eligible Employee shall become a
               Participant as of the Supplemental Effective Date or the January,
               April, July or October 1 coincident with or next following the
               later of the date his employment commenced or attains age 21.

          (c)  For all other purposes of the Plan, each other Eligible Employee
               shall become a Participant as of the Supplemental Effective Date
               or the January, April, July or October 1 coincident with or next
               following the later of the date he completes one Year of Service
               and he attains age 21.

          (d)  If a former Participant is reemployed, he shall be eligible to
               resume his participation as of the date of his reemployment. Such
               Participant may elect to comply with the provisions of Section
               3.01 as of the date of his reemployment or any subsequent
               January, April, July or October 1.

2.02      CHANGE IN EMPLOYMENT STATUS

          (a)  In the event a Participant ceases to be an Eligible Employee as
               the result of becoming part of an excluded class, only
               Compensation up to the date he ceased to be an Eligible Employee
               shall be considered for purposes of contributions in accordance
               with Article 3. Such Employee shall remain a Participant but
               shall not be permitted to contribute in accordance with Article 3
               or share in any Company contributions or forfeitures allocated in
               accordance with Article 3 for the period beyond the date he
               ceased to be an Eligible Employee.

               In the event such Participant returns to an eligible class and
               again becomes an Eligible Employee, he shall be permitted to
               share in Company contributions or forfeitures allocated in
               accordance with

                                                                              14
<PAGE>

               Article 3 as of the date he again became an Eligible Employee and
               may elect to comply with the provisions of Section 3.01 as of
               such date or any subsequent January, April, July, or October 1.
               Only Compensation from the date he again became an Eligible
               Employee shall be considered for purposes of such contributions.

          (b)  If a Person otherwise satisfied the eligibility requirements of
               Section 2.01 and subsequently becomes an Eligible Employee, he
               shall be eligible to become a Participant as of the date he
               became an Eligible Employee and may elect to comply with the
               provisions of Section 3.01 as of such date or any subsequent
               January, April, July or October 1.

          (c)  In the event a collective bargaining agreement is entered into
               between the Company and a representative for any class of
               Employees in the employ of the Company subsequent to the
               Supplemental Effective Date, eligibility for participation in the
               Plan by such Employees who are not Participants shall not be
               extended beyond the effective date of the collective bargaining
               agreement unless the agreement extends participation in the Plan
               to such Employees. The provisions of Subsection (a) shall apply
               to those Employees who are currently Participants.

                                                                              15
<PAGE>

                                   ARTICLE 3

                                 CONTRIBUTIONS


3.01      ELECTIVE DEFERRAL CONTRIBUTIONS

          A Participant may, when first eligible or as of any subsequent
          January, April, July or October 1 elect to save, through pay reduction
          each payroll period, no less than 1 % nor more than 15%, in whole
          percentages, of that portion of his Compensation attributable to such
          payroll period, subject to the limitations on Elective Deferral
          Contributions under Sections 4.01 and 4.02 and the limitations on
          annual additions under Section 4.03.

          Such contributions shall take the form of before tax contributions
          (hereinafter known as "Elective Deferral Contributions") and shall be
          deemed to be Company contributions for purposes of Section 414(h) of
          the Code.

          (a)  An initial written election must be made by an Eligible Employee
               and submitted to the Committee at least 30 days (or such other
               period as the Committee may fix from time to time) prior to the
               first date the Eligible Employee would be eligible to become a
               Participant of the Plan in accordance with Section 2.01.

          (b)  An election, once made, shall remain in effect until subsequently
               changed by the Eligible Employee in accordance with the
               provisions of Section 3.05 or 3.06.

3.02      REDUCTION OF EXCESS ELECTIVE DEFERRAL CONTRIBUTIONS

          If Elective Deferral Contributions under Section 3.01 are projected to
          exceed the limitations of Sections 4.01 or 4.02 at any time during a
          Plan Year, the Committee, in a good faith effort to comply with such
          limitations, retains the right to reduce the rate of elective
          deferrals made by Highly Compensated Employees. Such reduction shall
          be made in the sole discretion of the Committee and for purposes of
          Section 4.02 shall be accomplished by progressively reducing the
          Elective Deferral Contributions of those Highly Compensated Employees
          with the highest deferral percentage until the limitations are met.

          Contributions made prior to the date of such reduction shall be deemed
          to be made pro rata throughout the Plan Year of reference for purposes
          of

                                                                              16
<PAGE>

          entitlement to a Matching Contribution under Section 3.03.

3.03      MATCHING AND REGULAR CONTRIBUTIONS

          Subject to the limitations on annual additions under Section 4.03, the
          Company shall contribute the following amounts:

          (a)  MATCHING CONTRIBUTIONS - 50% of that portion of the Participant's
               Elective Deferral Contributions each payroll period which does
               not exceed 6% of the Participant's Compensation for such payroll
               period. Only Elective Deferral Contributions which are not
               required to be restricted under Sections 3.02, 4.01 or 4.02 shall
               be matched. No Matching Contribution will be provided in excess
               of the limitations under Subsections 4.02(b) and (c).

          (b)  ADDITIONAL MATCHING CONTRIBUTIONS - For any Plan Year, the
               Company may contribute such additional amounts as it shall
               determine. Such Additional Matching Contributions shall be
               allocated to Participants in the employ of the Company on the
               last business day of such Plan Year in the same proportion that
               the Elective Deferral Contributions of each such Participant for
               such Plan Year bears to the aggregate Elective Deferral
               Contributions of all Participants for such Plan Year, taking into
               consideration only that portion of each Participant's Elective
               Deferral Contributions which does not exceed 6% of such
               Participant's Compensation for each payroll period during such
               Plan Year.

               QUALIFIED MATCHING CONTRIBUTIONS - For any Plan Year, the Company
               may contribute such additional amounts as it shall determine.
               Such Qualified Matching Contributions shall be allocated to those
               Participants who are Nonhighly Compensated Employees in the
               employ of the Company on the last business day of such Plan Year
               in the same proportion that the Elective Deferral Contributions
               of each such Participant for such Plan Year bears to the
               aggregate Elective Deferral Contributions of all such
               Participants for such Plan Year, taking into consideration only
               that portion of each Participant's Elective Deferral
               Contributions which does not exceed 6% of such Participant's
               Compensation for each payroll period during such Plan Year.

               Such contributions shall be subject to Treasury Regulation
               1.401(k)- 1(g)(13).

                                                                              17
<PAGE>

               Notwithstanding the foregoing provision, a Participant otherwise
               eligible shall share in such Additional or Qualified Matching
               Contributions for the Plan Year of (i) his Retirement, Disability
               or death, (ii) the commencement of a Leave of Absence authorized
               by the Company or (iii) his transfer to another business entity
               to which such Participant had been transferred by the Company,
               even if the Participant is not in the employ of the Company on
               the last business day of such Plan Year.

          (c)  REGULAR CONTRIBUTIONS - Such amount as the Company shall
               determine for each Plan Year, which, along with forfeitures,
               shall be allocated to each Participant in the same proportion
               that his Compensation bears to the aggregate Compensation of all
               Participants for such Plan Year, provided the Participant is in
               the employ of the Company on the last business day of such Plan
               Year, which amount shall be credited at the end of the Plan Year.

               Notwithstanding the foregoing provision, a Participant shall be
               entitled to a share of the Company's Regular Contributions plus
               forfeitures, if any, for the Plan Year of (i) his Retirement,
               Disability or death, (ii), the commencement or end of a Leave of
               Absence authorized by the Company or (iii) his transfer to
               another business entity to which such Participant had been
               transferred by the Company, even if the Participant is not in the
               employ of the Company on the last business day of such Plan Year.

               A Participant shall not share in the allocation of the Company's
               Regular Contributions or forfeitures for any Plan Year during
               which he terminated his employment for reasons other than
               specified in (i), (ii) or (iii).

               Notwithstanding the above, in the event the Plan fails to meet
               the requirements of Section 401(a)(26) or 410(b) of the Code,
               those Participants who are not in the employ of the Company on
               the last business day of the Plan Year shall share in the
               allocation of the Company's Regular Contribution to the extent
               necessary by progressively including those Participants with the
               greatest number of Months of Service to a minimum of four until
               the requirements are met.

          (d)  QUALIFIED NONELECTIVE CONTRIBUTIONS - Such amount as the Company
               shall determine for any Plan Year, which shall be allocated to
               those Participants who are Nonhighly Compensated Employees in the
               same

                                                                              18
<PAGE>

               proportion that his Compensation bears to the aggregate
               Compensation of all such Participants for such Plan Year,
               provided the Participant is in the employ of the Company on the
               last business day of such Plan Year, which amount shall be
               credited at the end of the Plan Year.

               Such contributions shall be subject to Treasury Regulation
               1.401(k)-1(g)(13).

               Notwithstanding the foregoing provision, a Participant otherwise
               eligible shall be entitled to a share of the Company's Qualified
               Nonelective Contributions for the Plan Year of (i) his
               Retirement, Disability or death, (ii) the commencement or end of
               a Leave of Absence authorized by the Company or (iii) his
               transfer to another business entity to which such Participant had
               been transferred by the Company, even if the Participant is not
               in the employ of the Company on the last business day of such
               Plan Year.

               A Participant shall not share in the allocation of the Company's
               Qualified Nonelective Contributions for any Plan Year during
               which he terminated his employment for reasons other than
               specified in (i), (ii) or (iii).

3.04      VOLUNTARY CONTRIBUTIONS

          (a)  The Committee, solely at its discretion, may elect to provide
               Participants with the option of making Voluntary aftertax
               contributions for each Plan Year any amount from 2% to 10%, in
               whole percentages, of Compensation.

          (b)  The Committee may also, solely at its discretion, permit such
               Participants to contribute the difference between (i) 10% of such
               Participant's Compensation while a Participant of the Plan and
               (ii) the sum of all previous Voluntary Contributions actually
               made by the Participant.

          (c)  All contributions under this Section shall be subject to the
               limitations on Voluntary Contributions under Section 4.02 and the
               limitations on annual additions under Section 4.03.

          (d)  The Committee shall promulgate such specific rules and
               regulations as may be required with respect to the implementation
               and operation of these provisions .

                                                                              19
<PAGE>

3.05      CONTRIBUTION CHANGES

          A Participant may, subject to the minimum and maximum percentages as
          specified in Section 3.01, increase or reduce the percentage rate of
          his Elective Deferral Contributions and/or, if applicable, his
          Voluntary Contributions four times during a Plan Year, as of any
          January, April, July or October 1 (or as of such other dates as the
          Committee may fix from time to time), by written notification to the
          Committee at least 15 days (or such other period as the Committee may
          fix from time to time) prior to the effective date of such change.

3.06      DISCONTINUANCE OF CONTRIBUTIONS

          (a)  A Participant may discontinue his Elective Deferral Contributions
               and/or, if applicable, his Voluntary Contributions at any time,
               but limited to four times during a Plan Year, by written
               notification to the Committee at least 15 days (or such other
               period as the Committee may fix from time to time) prior to the
               effective date of such discontinuance.

          (b)  A Participant may resume his Elective Deferral Contributions
               and/or, if applicable, his Voluntary Contributions as of any
               subsequent January, April, July or October 1 (or such other dates
               as the Committee may fix from time to time) by written
               notification to the Committee at least 15 days (or such other
               period as the Committee may fix from time to time) prior to the
               effective date of such resumption.

          (c)  The discontinuance of Elective Deferral Contributions will
               automatically include a discontinuance of the Matching
               Contributions. A discontinuance only of the Participant's
               Voluntary Contributions will not affect contributions to the
               Participant's other accounts.

3.07      ROLLOVER CONTRIBUTIONS FROM OTHER QUALIFIED PLANS

          (a)  Any Eligible Employee upon commencement of employment may make a
               rollover contribution to the Trust Fund of all or any portion of
               the entire amount (including money or any other property
               acceptable to the Committee and Trustee) which is an eligible
               rollover distribution, as defined in Section 402(c)(4) of the
               Code and temporary Treasury Regulation 1.402(C)-2T, Q&A 3 and 4,
               provided such rollover contribution is either (i) a direct
               transfer from another qualified plan or (ii) received on or
               before the 60th day immediately

                                                                              20
<PAGE>

               following the date the Employee received such distribution from a
               qualified plan or conduit Individual Retirement Account or
               Annuity.

               Such Eligible Employee must complete and sign the Plan's rollover
               request form and provide such evidence as is requested by the
               Committee, including evidence supporting the satisfaction of the
               remaining provisions of this Section.

          (b)  The distribution intended to be rolled over must be an eligible
               rollover distribution from a

               (i)    qualified trust, as verified by written evidence from the
                      administrator of the distributing plan;

               (ii)   conduit IRA, as verified in writing by the custodian or
                      insurance company that the original distribution from the
                      qualified trust was an eligible rollover distribution; or

               (iii)  qualified trust as a direct rollover as provided for in
                      Section 402(c) of the Code.

          (c)  The Committee shall credit the fair market value of any rollover
               contribution and investment earnings attributable thereto to the
               Participant's Rollover Account. Such rollover contributions shall
               not be considered annual additions for purposes of Section 4.03.

          (d)  An Eligible Employee who becomes a Participant by virtue of the
               acceptance of such rollover contribution, but who is not
               otherwise eligible for participation in accordance with Section
               2.01, shall not be entitled to make contributions or share in any
               Company contribution allocated in accordance with this Article 3
               or Article 11.

          (e)  The Committee may promulgate specific rules and regulations
               governing all aspects of this Section.

3.08      TRANSFER OF ASSETS FROM OTHER QUALIFIED PLANS

          (a)  The Committee may accept the direct transfer to the Trust Fund
               from another qualified trust fund of those assets (including
               money or any other property acceptable to the Committee and
               Trustee) attributable to a Participant's participation in any
               qualified plan to which such trust relates. Such transferred
               amounts shall not be considered annual additions for purposes of
               Section 4.03.

                                                                              21
<PAGE>

          (b)  The amount transferred shall be credited to the Participant's
               Accounts as determined by the Committee, taking into account the
               applicable vesting schedules, amounts subject to special tax
               treatment and withdrawal rules. Additional Transfer Accounts will
               be established, if required, to accommodate these objectives.

          (c)  An Eligible Employee who becomes a Participant by virtue of a
               transfer of assets, but who is not otherwise eligible for
               participation in accordance with Section 2.01, shall not be
               entitled to make contributions or share in any Company
               contribution allocated in accordance with this Article 3 or
               Article 11.

          (d)  The Committee may promulgate specific rules and regulations
               governing all aspects of this Section but until promulgated, all
               other provisions of the Plan shall be applicable based on the
               Account to which such assets were transferred.

3.09      DEPOSIT OF CONTRIBUTIONS

          The Company shall deposit the Elective Deferral Contributions and
          Voluntary Contributions with the Trustee as soon as practicable (in no
          event to exceed 90 days) following the date on which such amounts
          would otherwise have been paid to the Participant. In no event shall
          Voluntary Contributions be deposited later than 30 days after the end
          of the Plan Year. All other Company contributions must be deposited by
          the earlier of the end of the subsequent Plan Year or after the end of
          the period described in Code Section 404(a)(6) applicable to the tax
          year of the Company with or within which the Plan Year ends.

3.10      PAYMENT OF EXPENSES

          In addition to its contributions, the Company may elect to pay all the
          administrative expenses of the Plan and all fees and retainers of the
          Plan's Trustee, accountant, counsel, consultant, administrator or
          other specialist so long as the Plan or Trust Fund remains in effect.
          If the Company does not pay all or part of such expenses, the Trustee
          shall pay these expenses from the Trust Fund. All expenses relating
          directly to the investments of the Trust Fund, including taxes,
          brokerage commissions and registration charges, must be paid from the
          Trust Fund.

                                                                              22
<PAGE>

                                   ARTICLE 4

                           CONTRIBUTION LIMITATIONS


4.01      $7,000 LIMITATION ON ELECTIVE DEFERRAL CONTRIBUTIONS

          Each Participant's Elective Deferral Contributions under Section 3.01,
          when added to any additional elective deferrals, as defined in Section
          402(g) of the Code, under all other plans maintained by the Employer,
          shall be limited to $7,000 during any calendar year, adjusted annually
          for increases in the cost-of-living in accordance with Section 415(d)
          of the Code, or such other maximum permitted under Section 402(g) of
          the Code.

          To the extent a Participant's Elective Deferral Contributions exceed
          the above limitation the Employer will notify the Plan of such excess
          and such amount will be designated as an excess deferral. Such excess
          deferral will be distributed to such Participant with investment
          experience no later than April 15 following the close of the calendar
          year to which such excess relates. Such excess may be distributed
          prior to the close of the calendar year of reference provided the
          correcting distribution is made after the date on which the plan
          received the excess deferral and is specifically designated as an
          excess deferral.

          Investment experience will be determined in accordance with the fourth
          paragraph of Section 4.02(d) below.

4.02      LIMITATION ON ELECTIVE DEFERRAL, MATCHING AND/OR VOLUNTARY
          CONTRIBUTIONS

          (a)  The Actual Deferral Percentage of Highly Compensated Employees in
               the Testing Group for any Plan Year shall be limited to the
               greater of

               (i)    the Actual Deferral Percentage for the Nonhighly
                      Compensated Employees in the Testing Group multiplied by
                      1.25; or

               (ii)   the Actual Deferral Percentage for the Nonhighly
                      Compensated Employees in the Testing Group multiplied by
                      2.00, provided, however, that the Actual Deferral
                      Percentage for the Highly Compensated Employees in the
                      Testing Group may not exceed the Actual Deferral
                      Percentage for such Nonhighly Compensated Employees by
                      more than two percentage points.

          (b)  The Actual Contribution Percentage of Highly Compensated

                                                                              23
<PAGE>

               Employees in the Testing Group for any Plan Year shall be limited
               to the greater of

               (i)    the Actual Contribution Percentage for Nonhighly
                      Compensated Employees in the Testing Group multiplied by
                      1.25; or

               (ii)   the Actual Contribution Percentage for Nonhighly
                      Compensated Employees in the Testing Group multiplied by
                      2.00, provided, however, that the Actual Contribution
                      Percentage for the Highly Compensated Employees in the
                      Testing Group may not exceed the Actual Contribution
                      Percentage for such Nonhighly Compensated Employees by
                      more than two percentage points.

          (c)  If one or more Highly Compensated Employees are eligible for both
               Elective Deferral Contributions and to receive Matching
               Contributions or to make Voluntary Contributions, such
               contributions shall be limited to the greater of (i) or (ii)
               below. Notwithstanding the above, this Subsection (c) shall only
               be applicable if both the Actual Deferral Percentage and the
               Actual Contribution Percentage of the Highly Compensated
               Employees exceeds 1.25 multiplied by the respective Nonhighly
               Compensated Employee percentages.

               (i)    The sum of

                      (A)   1.25 times the greater of

                            (1)  the Actual Deferral Percentage for the
                                 Nonhighly Compensated Employees, or

                            (2)  the Actual Contribution Percentage for the
                                 Nonhighly Compensated Employees; and

                      (B)   two plus the lesser of Subparagraph (1) or (2)
                            above, provided that such amount may not exceed 200%
                            of the lesser of Subparagraph (1) or (2).

               (ii)   The sum of

                      (A)   1.25 times the lesser of

                            (1)  the Actual Deferral Percentage for the
                                 Nonhighly Compensated Employees, or

                                                                              24
<PAGE>

                            (2)  the Actual Contribution Percentage for the
                                 Nonhighly Compensated Employees; and

                      (B)   two plus the greater of Subparagraph (1) or (2)
                            above, provided that such amount may not exceed 200%
                            of the greater of Subparagraph (1) or (2).

          (d)  To the extent the otherwise applicable Elective Deferral,
               Voluntary and Matching Contributions for any Plan Year must be
               limited due to the restrictions described in Subsections (a), (b)
               and (c), such limitations shall be applied to the Highly
               Compensated Employees' Elective Deferral, Matching and/or
               Voluntary Contribution percentages, whichever applicable,
               beginning with the highest of such percentages until the
               limitations are met. [In satisfying the limited percentages
               applicable to any individual Highly Compensated Employee,
               reductions will first be made to Voluntary Contributions.
               Additional reductions to satisfy Subsection (c) shall be applied
               first to unmatched Elective Deferral Contributions, if any, and
               then to matched Elective Deferral Contributions and Matching
               Contributions proportionately.

               Excess Elective Deferral, Voluntary and Matching Contributions
               shall be allocated to Participants who are subject to the family
               aggregation rules of Section 414(q)(6) of the Code in proportion
               to their unadjusted deferrals and contributions.

               Any excess Elective Deferral or Voluntary Contributions that
               result from the above limitations shall be refunded to such
               Highly Compensated Employees with investment experience, no later
               than the last day of the Plan Year subsequent to the Plan Year to
               which the excess relates. The limitation on Matching
               Contributions is effected by limiting the otherwise applicable
               Matching Contributions in accordance with Subsection 3.03(a).

               Investment experience shall be the income or loss allocable to
               the Participant's Elective Deferral Contribution Account or
               Voluntary Contribution Account for the Plan Year multiplied by a
               fraction, the numerator of which is such Participant's excess
               Elective Deferral or Voluntary Contributions for the year and the
               denominator is the sum of (i) the Participant's Elective Deferral
               Contribution Account or Voluntary Contribution Account balance as
               of the beginning of the Plan Year and (ii) the Participant's
               Elective Deferral or Voluntary Contributions for the Plan Year.

                                                                              25
<PAGE>

          (e)  Definitions and Special Rules

               (i)    The Actual Deferral Percentage for the Highly Compensated
                      Employees and Nonhighly Compensated Employees for a Plan
                      Year shall be the average of the ratios (calculated
                      separately for each such Employee in the Testing Group) of

                      (A)  the amount of contributions credited to the Elective
                           Deferral Contribution Account on behalf of each such
                           Employee in the Testing Group during such Plan Year,
                           to

                      (B)  the Compensation of each such Employee in the Testing
                           Group for such Plan Year.

                      For purposes of the above, Qualified Matching
                      Contributions and Qualified Nonelective Contributions may
                      be taken into account in determining the Actual Deferral
                      Percentage for each Employee in the Testing Group for such
                      Plan Year provided such amounts comply with the provisions
                      of Treasury Regulation 1.401(k)-1(b).

                      Qualified Matching Contributions, Qualified Nonelective
                      Contributions and Elective Deferral Contributions included
                      in the calculation of the Actual Contribution Percentages
                      will not be included in the calculation of Actual Deferral
                      Percentages.

               (ii)   The Actual Contribution Percentage for the Highly
                      Compensated and Nonhighly Compensated Employees in the
                      Testing Group for a Plan Year shall be the average of the
                      ratios (calculated separately for each such Employee in
                      the Testing Group) of

                      (A)  the amount of Matching and Voluntary Contributions
                           credited on behalf of each such Employee in the
                           Testing Group during such Plan Year, to

                      (B)  the Compensation of each such Employee in the Testing
                           Group for such Plan Year.

                      For purposes of the above, Qualified Matching
                      Contributions, Qualified Nonelective Contributions and
                      Elective Deferral Contributions may be taken into account
                      in determining the

                                                                              26
<PAGE>

                      Actual Contribution Percentage for each Employee in the
                      Testing Group for such Plan Year provided such amounts
                      comply with the provisions of Treasury Regulation 1.401
                      (m)-1(b).

                      Qualified Matching Contributions, Qualified Nonelective
                      Contributions and Elective Deferral Contributions included
                      in the calculation of the Actual Deferral Percentages will
                      not be included in the calculation of Actual Contribution
                      Percentages.

               (iii)  Testing Group shall mean the group of all Eligible
                      Employees eligible for participation in accordance with
                      Section 2.01.

               (iv)   All Eligible Employees in the Testing Group will be
                      included in determining the Actual Deferral Percentages
                      and/or the Actual Contribution Percentages, whichever is
                      applicable. The ratio averaged into the respective
                      percentages will be zero for any Eligible Employee in the
                      Testing Group if the otherwise applicable numerator is
                      zero.

               (v)    All such ratios and the average of such ratios shall be
                      calculated to the nearest one-hundredth of one percent.

               (vi)   The deferral percentage and/or contribution percentage for
                      a Plan Year for any Highly Compensated Employee who is
                      eligible to participate under two or more plans or
                      arrangements described in Section 401(a) or 401(k) of the
                      Code that are maintained by the Employer shall be
                      determined as if all contributions were made under a
                      single plan.

               (vii)  In the event that this Plan satisfies the requirements of
                      Section 401(k), 401(a)(4) or 410(b) of the Code only if
                      aggregated with one or more other plans, or if one or more
                      other plans satisfy the requirements of such Sections of
                      the Code only if aggregated with this Plan, deferral and
                      contribution percentages shall be determined as if all
                      such plans were a single plan. Any other plan may be
                      aggregated with this Plan at the discretion of the
                      Company. Plans may be aggregated in order to satisfy
                      Section 401(k) of the Code only if they have the same Plan
                      Year.

               (viii) The ratio for any 5% owner, as defined in Section
                      416(i)(1) of the Code, and for any Highly Compensated
                      Employee in the
                                                                              27
<PAGE>

                      group consisting of the 10 Highly Compensated Employees
                      paid the greatest Compensation shall be determined by
                      aggregating the Elective Deferral Contributions or
                      Matching and Voluntary Contributions and Compensation of
                      such individual with the respective amounts of each other
                      Eligible Employee who is a family member of such Highly
                      Compensated Employee.

                      Once the ratio for the family group is determined, the
                      individual ratios of the family members are not taken into
                      account.

                      For purposes of this paragraph, family member shall mean
                      the spouse, lineal ascendant or descendant or spouse of a
                      lineal ascendant or descendant of the Highly Compensated
                      Employee.

4.03      LIMITATION ON ALLOCATIONS

          (a)  The "annual addition" for any Participant shall not exceed the
               amount determined hereunder. Annual addition shall mean the sum
               of Employer contributions, Employee contributions and forfeitures
               allocated on behalf of a Participant for a Plan Year, which is
               defined to be the limitation year.

               Annual additions shall also include excess deferrals, excess
               contributions and excess aggregate contributions, other than
               excess deferrals distributed in accordance with Treasury
               Regulation 1.402(g)-1(e)(2) or (3).

               The determination of the annual addition will be made as if all
               defined contribution plans of the Employer were one plan and any
               Participant contributions to defined benefit plans will be
               treated as contributions to defined contribution plans. Annual
               additions will be applied to the applicable Plan Year in
               accordance with Section 1.415-6(b) of the Treasury Regulations.

               For purposes of Subsection (b)(i), annual addition shall also
               include amounts allocated, after March 31, 1984, to an individual
               medical account, as defined in Section 415(l) of the Code which
               is part of a defined benefit plan maintained by the Employer and
               amounts derived from contributions paid or accrued after December
               31, 1985, in taxable years ending after such date, which are
               attributable to post-retirement medical benefits allocated to the
               separate account of a Key Employee (as defined in Section 11.02)
               under a welfare benefit plan

                                                                              28
<PAGE>

               (as defined in Section 419A(d) of the Code) maintained by the
               Employer.

          (b)  The annual addition for any Participant shall not exceed the
               lesser of (i) or (ii) below:

               (i)    $30,000, or if greater, one-fourth of the defined benefit
                      dollar limitation set forth in Section 415(b)(1)(A) of the
                      Code as in effect for the limitation year.

                      In the event of a short Plan Year, the maximum dollar
                      limitation shall be divided by 12 and multiplied by the
                      number of months in the short Plan Year.

               (ii)   25% of the Participant's Compensation.

          (c)  If a Participant also is or has been a participant in one or more
               defined benefit plans of the Employer, whether or not terminated,
               the projected annual benefit from such defined benefit plans
               shall be reduced so that a "combined benefit factor" in excess of
               1.0 shall not result. The combined benefit factor is the sum of
               (i) the defined benefit factor and (ii) the defined contribution
               factor where

               (i)    the defined benefit factor is a fraction

                      (A)  the numerator of which is the Participant's projected
                           annual benefit under all defined benefit plans of the
                           Employer at the end of the limitation year of the
                           Plan, and

                      (B)  the denominator of which is the lesser of

                           (1)  1.25 multiplied by the maximum allowable annual
                                benefit under Sections 415(b)(1)(A) and 415(d)
                                of the Code at the end of the limitation year of
                                the Plan, or

                            (2)  1.4 multiplied by the maximum allowable annual
                                 benefit under Section 415(b)(1)(B) of the Code
                                 at the end of the limitation year of the Plan,
                                 and

               (ii)   the defined contribution factor is a fraction

                                                                              29
<PAGE>

                      (A)  the numerator of which is the sum of the annual
                           additions for such Participant under all defined
                           contribution plans of the Employer, whether or not
                           terminated, for all such years during which he was a
                           participant in such plans, and

                      (B)  the denominator of which is the sum of the lesser of
                           the amounts determined in (1) or (2) for the current
                           year and each prior year during which the Participant
                           was employed by the Employer, regardless of whether
                           or not a plan was in existence during those years:

                           (1)  1.25 multiplied by the maximum dollar limitation
                                as defined in Subsection (b)(i), or

                           (2)  1.4 multiplied by the compensation limitation as
                                defined in Subsection (b)(ii).

          (d)  A Participant shall not be permitted to defer Compensation or
               contribute amounts, nor shall he be entitled to an allocation of
               any Employer contributions or forfeitures under any qualified
               defined contribution plan which exceeds the limitations described
               herein.

          (e)  The limitations on allocations to a Participant's Account will be
               applied by limiting otherwise allocable amounts starting with the
               latest allocations during the limitation year. To the extent more
               than one type of addition is allocated as of any date, the
               limitation will be applied in the following order:

               (i)    forfeitures;

               (ii)   Employer contributions under profit-sharing plans other
                      than matching contributions;

               (iii)  Employer contributions under money purchase plans other
                      than matching contributions;

               (iv)   Employer matching contributions under money purchase
                      plans.

               (v)    Employer matching contributions under profit-sharing
                      plans;

               (vi)   Employee contributions; and

                                                                              30
<PAGE>

               (vii)  elective deferrals.

               Amounts listed above which would have been added to a
               Participant's Account based on an allocation method specified in
               a Plan will be reallocated among the remaining Participants
               eligible to share under the Plan.

               Amounts listed above which would have been added to the
               Participant's Account based on an individually defined
               entitlement will reduce the Employer's contribution commitment.

               Employee contributions and elective deferrals will be limited at
               the time deposited and will not be permitted to the extent the
               limits of this Section would be violated.

               In the event annual additions on behalf of a Participant
               participating in more than one plan of the same type during a
               Plan Year are required to be limited under this Section, the
               limitation shall be ratably apportioned among all such plans.

          (f)  Notwithstanding the above, if an excess allocation occurs as a
               result of

               (i)    an allocation of forfeitures;

               (ii)   a reasonable error in determining a Participant's
                      Compensation;

               (iii)  a reasonable error in determining the amount of elective
                      deferrals that may be made under this Section; or

               (iv)   any other reason acceptable to the Internal Revenue
                      Service,

               the resulting additions to the Participant's Account will be
               reduced by first eliminating Employee contributions and elective
               deferrals to the extent otherwise required to be refunded under
               Sections 402(g), 401(k)(3) or 401(m)(2) of the Code. Any
               additional reductions permitted under this Subsection will be
               applied in the manner described in Subsection (e).

               However, any amounts paid to the Trust for the limitation year
               which are not allocated to other Participants will be held in a
               suspense account, without investment earnings, and allocated and
               reallocated in the following limitation year and, to the extent
               necessary, each

                                                                              31
<PAGE>

               subsequent limitation year. Allocations from a suspense account
               in a money purchase plan will be viewed as an allocation of
               accrual requirement for the year in which the amount is
               ultimately allocated.

               In the event a plan is terminated, suspense accounts shall revert
               to the Employer to the extent such accounts may not then be
               allocated on behalf of any remaining eligible Participants.

          (g)  Notwithstanding any provision of the Plan to the contrary,

               (i)    the annual addition for any Plan Years beginning before
                      January 1, 1987 shall not be recomputed to include all
                      Employee contributions.

               (ii)   if the Employee was a Participant as of the first day of
                      the first limitation year beginning after December 31,
                      1986, in one or more defined benefit plans maintained by
                      the Employer which were in existence on May 6, 1986, the
                      denominator of the defined benefit fraction will not be
                      less than 125 percent of the sum of the annual benefits
                      under such plans which the Participant had accrued as of
                      the close of the last limitation year beginning before
                      January 1, 1987, disregarding any changes in the terms and
                      conditions of the plan after May 5, 1986. The preceding
                      sentence applies only if the defined benefit plans
                      individually and in the aggregate satisfied the
                      requirements of Section 415 of the Code for all limitation
                      years beginning before January 1, 1987.

               (iii)  if the Employee was a Participant as of the end of the
                      first day of the first limitation year beginning after
                      December 31, 1986, in one or more defined contribution
                      plans maintained by the Employer which were in existence
                      on May 6, 1986, the numerator of the defined contribution
                      fraction will be adjusted if the sum of this fraction and
                      the defined benefit fraction would otherwise exceed 1.0
                      under the terms of this Plan. Under the adjustment, an
                      amount equal to the product of (A) the excess of the sum
                      of the fractions over 1.0 times (B) the denominator of the
                      defined contribution fraction, will be permanently
                      subtracted from the numerator of the defined contribution
                      fraction. The adjustment is calculated using the fractions
                      as they would be computed as of the end of the last
                      limitation year beginning before January 1, 1987, and
                      disregarding any changes in the terms and conditions of
                      the

                                                                              32
<PAGE>

                      Plan made after May 5, 1986, but using the Code Section
                      415 limitation applicable to the first limitation year
                      beginning on or after January 1, 1987.

               (iv)   transitional rules provided in conjunction with
               legislative changes and changes in the Plan's top-heavy status
               will be applied in accordance with Internal Revenue Service
               promulgations and legislative history.

                                                                              33
<PAGE>

                                   ARTICLE 5

                 MAINTENANCE OF ACCOUNTS, INVESTMENT FUNDS AND
                          VALUATION OF THE TRUST FUND


5.01      MAINTENANCE OF ACCOUNTS

          The Committee shall establish and maintain a separate accounting in
          the name of each Participant to which it shall credit all amounts
          contributed in accordance with Articles 3 and 11.

5.02      INVESTMENT ELECTION

          (a)  INITIAL ELECTION - Each Participant shall designate one or more
               of the investment funds established in accordance with Section
               5.03 for the investment of his Account. The percentage elected
               for investment in any one of the investment funds must be a
               multiple of 5%, and the same percentage shall be applied equally
               to each of the Participant's Accounts.

               Such initial election may only be made as of January, April, July
               or October 1. Contributions or transfers to the Participant's
               Account (i) prior to such date or (ii) if no initial election is
               made, shall automatically be invested in the Goldman Money Market
               Trust Fund until the next January, April, July or October 1.

          (b)  SUBSEQUENT ELECTION - A Participant may, by written notice to the
               Committee at least 15 days prior to the January, April, July or
               October 1 as of which such election is to be effective, change
               his investment fund election with respect to subsequent
               contributions but, until changed, an investment fund election,
               once made, shall remain in effect for all subsequent Plan Years.

          (c)  TRANSFER ELECTION - A Participant may by written notice to the
               Committee at least 15 days prior to the January, April, July or
               October 1 as of which such election is to be effective, elect a
               change in investment funds applicable to his then existing
               Accounts, provided such change (i) results in multiples of 5% in
               any one investment fund; (ii) is applied to the ending balance
               determined as of the applicable Valuation Date; and (iii) is
               applicable equally to each of the Participant's Accounts. Such
               change shall become effective within such period of time as may
               be administratively required for the orderly

                                                                              34
<PAGE>

               liquidation of investments following the applicable Valuation
               Date.

          (d)  The Committee may promulgate any additional rules and regulations
               it deems necessary or appropriate to govern all aspects of this
               Section.

5.03      INVESTMENT FUNDS

          The Trust Fund shall be divided into such investment funds as
          designated by the Committee and approved by the Trustee for the
          investment of all Accounts, which shall be administered as a unit.
          Until changed, the investment funds shall include, but not be limited
          to, the following:

          (a)    Goldman Money Market Trust Fund
          (b)    Goldman Balanced Fund
          (c)    Goldman Growth & Income Fund
          (d)    Goldman Capital Growth Fund
          (e)    Goldman International Equity Fund
          (f)    Dendrite International, Inc.  Common Stock Fund

5.04      VALUATION OF TRUST FUND

          (a)    The Trust Fund shall be valued by the Trustee as of each
                 Valuation Date on the basis of its fair market value.

          (b)    The Trust Fund may also be valued by the Trustee as of any
                 other date as the Committee may authorize for any reason the
                 Committee deems appropriate.

5.05      ALLOCATION OF INVESTMENT EARNINGS AND EXPENSES

          On the basis of the valuation as of a Valuation Date, subject to the
          provisions of Subsection 7.03(h), the Accounts of all Participants,
          shall be (a) proportionately adjusted to reflect expenses in
          accordance with Section 3.10 and investment earnings, other than those
          credited to a specific Account; and (b) directly adjusted to reflect
          all other applicable transactions during the Plan Year attributable to
          such Accounts including, but not limited to, any contributions or
          distributions.

                                                                              35
<PAGE>

                                   ARTICLE 6

                BENEFITS PAYABLE UPON TERMINATION OF EMPLOYMENT


6.01      UPON RETIREMENT

          A Participant shall be 100% vested in his Account at all times after
          first becoming eligible for Retirement.

          A Participant shall be eligible to retire on his Early, Normal or
          Deferred Retirement Date.

          In the event a Participant does not retire on his Early or Normal
          Retirement Date, he shall continue to be credited with contributions
          in accordance with Articles 3 and 11 until his actual retirement.

6.02      UPON DISABILITY

          (a)  A Participant who incurs a Disability prior to termination of
               employment shall be 100% vested in his Account.

          (b)  In determining the existence of a Participant's Disability, the
               Committee may select a physician to examine such Participant and
               render a medical opinion. The final determination shall be made
               by the Committee on the basis of the evidence requested and made
               available.

          (c)  If such Participant returns to the employ of the Company, he
               shall resume his participation as of the date of his return. The
               Participant's vested interest in that portion of his Account
               attributable to Service from the date of his last reemployment
               shall be determined in accordance with the provisions of Article
               6, without regard to his prior Disability.

6.03      UPON DEATH

          (a)  A Participant who dies prior to termination of employment shall
               be 100% vested in his Account.

          (b)  Upon the death of a Participant before his Annuity Starting Date,
               the Participant's Protected Spouse shall be entitled to 100% of
               such Participant's vested Account. If the Participant is not
               survived by a

                                                                              36
<PAGE>

               Protected Spouse, the Participant's vested Account shall be
               payable to his Beneficiary. Such vested Account shall take into
               account any Participant loans made in accordance with Article 13.

               Notwithstanding the above, subject to Subsection (c), such
               Participant may waive the death benefit otherwise payable to the
               Protected Spouse in favor of a different Beneficiary. Such waiver
               must specify such other Beneficiary and include the written
               acknowledgment and irrevocable consent of the Participant's
               spouse and be witnessed by a Plan representative or a notary
               public.

          (c)  Any waiver of death benefits to the Participant's Protected
               Spouse with respect to 50% of any Account which includes funds
               transferred without the required spousal consent, directly or
               indirectly, to the Plan from a plan subject to Section 412 of the
               Code, prior to termination of employment or the first day of the
               Plan Year during which the Participant attains age 35 will be
               null and void as of the earlier of such dates, but may be renewed
               by executing a new waiver which meets the requirement of
               Subsection (b).

               In the event of the Participant's death on or subsequent to the
               indicated dates and prior to the submission of a new waiver, the
               Protected Spouse shall be entitled to 50% of any such Account.

               The designation of a Beneficiary other than the Protected Spouse
               to receive the balance of benefits payable remains valid after
               the earlier of the dates described above.

               Any waiver prior to the first day of the Plan Year during which
               such Participant attains age 35 which is made by a Participant
               whose employment was terminated but who is subsequently
               reemployed is not revoked by this rule at any time but applies
               solely to benefits accrued before the date of termination.

          (d)  The Committee shall provide to Participants within the Applicable
               Period notice of the availability of any election which results
               in a waiver of any death benefit payable to the Protected Spouse.
               Such notice shall be in such terms and such manner as would be
               comparable to the notice described in Subsection 7.04(e).

               For purposes of this Subsection, the term Applicable Period
               means, with respect to a Participant, whichever of the following
               periods ends last:

                                                                              37
<PAGE>

               (i)    The period beginning with the first day of the Plan Year
                      in which the Participant attains age 32 and ending with
                      the close of the Plan Year preceding the Plan Year in
                      which the Participant attains age 35.

               (ii)   A reasonable period ending after the individual becomes a
                      Participant.

               (iii)  A reasonable period ending after this Section first
                      applies to the Participant.

               (iv)   A reasonable period ending after separation from service
                      in the case of a Participant who separates before
                      attaining age 35.

                      A reasonable period ending after the events described in
                      Paragraphs (ii), (iii) and (iv) is the end of the two-year
                      period beginning one year prior to the date the applicable
                      event occurs, and ending one year after that date. In the
                      case of a Participant who separates from service before
                      the Plan Year in which age 35 is attained, notice shall be
                      provided within the two-year period beginning one year
                      prior to separation and ending one year after separation.
                      If such Participant thereafter returns to employment with
                      the Company, the Applicable Period for such Participant
                      shall be redetermined.

               (e)    Upon the death of a Participant after his Annuity Starting
                      Date, his Beneficiary shall be entitled to receive the
                      death benefit, if any, as determined by the provisions of
                      the benefit elected in accordance with Section 7.03.

               (f)    Each Participant, upon becoming eligible for participation
                      in the Plan, may designate a primary Beneficiary to
                      receive the benefits payable in the event of his death,
                      or, absent the applicability of a survivor annuity, may
                      designate a secondary Beneficiary to receive any benefits
                      payable in the event of the death of the primary
                      Beneficiary. If a Participant designates a primary
                      Beneficiary but not a secondary Beneficiary or if any such
                      secondary Beneficiary dies, the Beneficiary last in
                      receipt of or entitled to any benefit shall have the right
                      to designate a successor Beneficiary to receive any
                      benefits payable in the event of his death. In the absence
                      of any such designation, benefits payable upon the death
                      of the last living Beneficiary

                                                                              38
<PAGE>

                      shall be paid in a lump sum to such Beneficiary's estate.
                      A Participant may change his Beneficiary designation at
                      any time. All Beneficiary designations and changes shall
                      be made on an appropriate form and filed with the
                      Committee. If the primary Beneficiary designated by the
                      Participant is anyone other than the Participant's
                      Protected Spouse, such designation must include the
                      written acknowledgment and consent of such spouse and be
                      witnessed by a Plan representative or a notary public, to
                      the extent required by law and the Committee. Such consent
                      will be limited to a specific alternate Beneficiary and
                      any change in such alternate Beneficiary will require a
                      new spousal consent.

6.04      UPON OTHER TERMINATION OF EMPLOYMENT

          (a)  Upon a Participant's termination of employment for reasons other
               than Retirement, Disability or death, the following provisions
               shall be applicable:

               (i)    Such Participant shall have a 100% vested interest in his
                      Elective Deferral Contribution, Voluntary Contribution,
                      Rollover, Transfer, Qualified Matching Contribution and
                      Qualified Nonelective Contribution Accounts.

               (ii)   Such Participant's vested interest in his Matching
                      Contribution and Regular Contribution Accounts shall,
                      subject to Subsection 6.05(a), be determined in accordance
                      with the following schedule on the basis of such
                      Participant's full Years of Service .

                          NUMBER OF YEARS          PERCENTAGE OF ACCOUNT

                      Less than 1 full year                 0%

                           1 full year                     20%

                          2 full years                     40%

                          3 full years                     60%

                          4 full years                     80%

                                                                              39
<PAGE>

                          5 or more full years             100%

          (b)  The portion of a Participant's Account which is not vested shall
               be forfeited on the earlier of the date on which the Participant
               receives a distribution of his vested benefits or the date on
               which such Participant incurs five consecutive Breaks-in-Service,
               but in no event shall such forfeiture occur earlier than the
               Anniversary Date next following the date on which the Participant
               terminated employment. If a Participant does not have a vested
               interest in his Account, he shall be deemed to have received an
               immediate distribution as of the Anniversary Date next following
               the date on which such Participant terminated employment.

               That portion of the Participant's

               (i)  Matching Contribution Account which is not vested shall be
                    reallocated as an Additional Matching Contribution in
                    accordance with Subsection 3.03(a).

               (ii) Regular Contribution Account which is not vested shall be
                    reallocated as in accordance with Subsection 3.03(c) and
                    Article 11.

          (c)  If a withdrawal in accordance with Article 12 is made when a
               Participant has less than a 100% vested interest in his Matching
               or Regular Contribution Accounts, a separate Matching and/or
               Regular Contribution Account, whichever is applicable, will be
               established for the Participant as of the time of the withdrawal.
               At any relevant time the Participant's vested interest in such
               separate account will be equal to an amount ("X") determined by
               the formula:

                                 X = P [AB + (R x D)] - (R x D)

               For purposes of applying the formula, "P" is the vested
               percentage at the relevant time, "AB" is the applicable account
               balance at the relevant time, "D" is the amount of the withdrawal
               and "R" is the ratio of the account balance at the relevant time
               to the account balance after the withdrawal.

6.05      REEMPLOYMENT AND REPAYMENT OF BENEFITS

                                                                              40
<PAGE>

          (a)  If a Participant is reemployed by the Employer prior to incurring
               five consecutive Breaks-in-Service, the dollar amount which was
               subject to forfeiture in accordance with Subsection 6.04(b) will
               be restored to the Participant's Account if the Participant
               repays the amount distributed, if any, from Elective Deferral
               Contribution, Matching Contribution, Regular Contribution,
               Qualified Matching Contribution and Qualified Nonelective
               Contribution Accounts. Such amounts must be repaid to the Trust
               Fund in a lump sum within five years from the date such
               Participant resumes his employment with the Employer. If a
               Participant who is deemed to receive a distribution pursuant to
               Subsection 6.04(b) is reemployed by the Employer prior to
               incurring five consecutive Breaks-in-Service, the dollar amount
               which was subject to forfeiture in accordance with such
               Subsection will be restored to the Participant's Account. The
               funds required for the restoration of such Account may, as
               determined by the Committee, be paid from forfeitures, Company
               Regular Contributions, or investment gains of the Trust Fund
               attributable to the Regular Contribution Accounts of all
               Participants.

               Such repaid amounts shall be credited to the Participant's
               Accounts as determined by the Committee, taking into account the
               applicable vesting schedules, amounts subject to special tax
               treatment and withdrawal rules. Additional Accounts will be
               established, if required, to accommodate these objectives.
               Amounts repaid and restored in accordance with this Subsection
               will not be treated as annual additions for purposes of Section
               4.03.

          (b)  Notwithstanding the above, no restoration shall be made to a
               Participant's Account and no repayment will be permitted with
               respect to funds accumulated prior to reemployment in the case of

               (i)  any Participant who was fully vested, or

               (ii) any Participant who is reemployed after incurring five
                    consecutive Breaks-in-Service.

                                                                              41
<PAGE>

                                   ARTICLE 7

                           DISTRIBUTION OF BENEFITS


7.01      CLAIM PROCEDURE FOR BENEFITS

          (a)  Any request for specific information with respect to benefits
               under the Plan must be made to the Committee in writing by a
               Participant or his Beneficiary. Oral communications will not be
               recognized as a formal request or claim for benefits.

          (b)  The Committee shall provide adequate notice in writing to any
               Participant or Beneficiary whose claim for benefits under the
               Plan has been denied, (i) setting forth the specific reasons for
               such denial; specific references to pertinent plan provisions; a
               description of any material and information which had been
               requested but not received by the Committee; and, (ii) advising
               such Participant or Beneficiary that any appeal of such adverse
               determination must be in writing to the Committee, within such
               period of time designated by the Committee but, until changed,
               not more than 60 days after receipt of such notification, and
               must include a full description of the pertinent issues and basis
               of claim.

          (c)  If the Participant or Beneficiary fails to appeal such action to
               the Committee in writing within the prescribed period of time,
               the Committee's adverse determination shall be final.

          (d)  If an appeal is filed with the Committee, the Participant or
               Beneficiary shall submit such issues he feels are pertinent and
               the Committee shall re-examine all facts, make a final
               determination as to whether the denial of benefits is justified
               under the circumstances, and advise the Participant or
               Beneficiary in writing of its decision and the specific reasons
               on which such decision was based, within 60 days of receipt of
               such written request, unless special circumstances require a
               reasonable extension of such 60-day period.

7.02      COMMENCEMENT OF BENEFITS

          The following provisions shall be applicable for determining when
          distribution of benefits shall be made. These provisions are intended
          to conform to the requirements of Section 401(a)(9) of the Code,
          including the minimum distribution incidental benefit proposed
          Treasury Regulation 1.401(a)(9)-2,

                                                                              42
<PAGE>

          and shall be construed accordingly.

          (a)  Unless otherwise provided in Subsection (c), in the event of
               termination of employment, benefits which total $3,500 or less
               will commence as soon as administratively feasible following such
               termination.

          (b)  Unless otherwise provided in this Section, in the event of
               termination of employment, benefits which total more than $3,500
               will commence as soon as administratively feasible following such
               termination, provided that, if the Participant has not attained
               his Normal Retirement Date, the Participant consents to such
               distribution within his Election Period. If a Participant had
               funds transferred without the required spousal consent, directly
               or indirectly, from a plan subject to Code Section 412, any
               distribution of benefits attributable to such transferred funds,
               if more than $3,500, to the Protected Spouse as Beneficiary prior
               to the date the Participant would have attained his Normal
               Retirement Date will require the written acknowledgment and
               irrevocable consent of such spouse within 90 days of the Annuity
               Starting Date.

               Notwithstanding the above, no consent to a distribution prior to
               the date the Participant attained or would have attained his
               Normal Retirement Date shall be valid until after written
               notification of the right to defer is received by the Participant
               or Protected Spouse, if applicable. The Committee shall provide
               such written notification of the right to defer any benefit
               payable no less than 30 days nor more than 90 days before the
               Annuity Starting Date.

               If a Participant does not consent to the distribution at the time
               specified above and fails to elect deferral in accordance with
               Subsection (d), benefits will commence as of the 60th day
               following the last day of the Plan Year during which the
               Participant's Normal Retirement Date occurs.

               If the Participant's Protected Spouse as Beneficiary does not
               consent to the distribution of a Participant's transferred funds
               at the time specified above, and if such funds exceed $3,500,
               benefits attributable to such transferred funds will commence as
               of the 60th day following the last day of the Plan Year during
               which the Participant's Normal Retirement Date would have
               occurred.

          (c)  The amount of any benefit payable will be determined as of the

                                                                              43
<PAGE>

               Valuation Date preceding the date such benefit is processed,
               adjusted to reflect intervening contributions and withdrawals but
               not investment experience.

               If the amount of any payment under this Section would adversely
               affect the Trust Fund by forcing the premature liquidation of
               assets, such payment may be delayed until the timely and orderly
               liquidation of investments can be accomplished, but in no event
               later than the 60th day following the last day of the Plan Year
               during which occurs the latest of

               (i)  the date a Participant attains the earlier of his Normal
                    Retirement Date or age 65;

               (ii) the tenth anniversary of the year during which the
                    Participant commenced participation in the Plan; or

               (iii) the date the Participant terminates his employment.

               If the amount of any payment under this Section would adversely
               affect the Trust Fund by permitting former Participants to enter
               into direct competition with the Company, such payment will be
               delayed until the 60th day after the end of the Plan Year during
               which the Participant's Normal Retirement Date occurs.

               If the amount of any payment under this Section cannot be
               ascertained by the applicable commencement date, payment shall be
               made no later than 60 days after the earliest date on which the
               amount of such payment can be ascertained.

          (d)  A Participant who terminates employment may elect that benefit
               payments commence at a date later than specified in Subsection
               (b) by submitting a signed, written statement describing the
               benefit and the date on which the payment of such benefit shall
               commence, provided such date is not later than the April 1
               following the calendar year during which the Participant attains
               age 70-12 or such later date as may be promulgated by the
               internal Revenue Service.

          (d)  Effective for Plan Years beginning [after December 31, 1984 but]
               before January 1, 1989, distribution of benefits to a 5% owner,
               within the meaning of Section 416(i)(1)(B)(i) of the Code, must
               commence not later than the April I following the calendar year
               in which the Participant attains age 70-1/2, or such later date
               as

                                                                              44
<PAGE>

               promulgated by the Internal Revenue Service, whether or not the
               Participant terminates employment in that year and whether or not
               the Participant applies for benefit payment.

               Effective for Plan Years beginning after December 31, 1988,
               distribution of benefits must commence not later than the April 1
               following the calendar year in which the Participant attains age
               70-1/2, or such later date as promulgated by the Internal Revenue
               Service, whether or not the Participant terminates employment in
               that year and whether or not the Participant applies for benefit
               payment.

          (e)  Distribution of benefits must commence not later than the April 1
               following the calendar year in which the Participant attains age
               70-1/2, or such later date as promulgated by the Internal Revenue
               Service, whether or not the Participant terminates employment in
               that year and whether or not the Participant applies for benefit
               payment.

               The foregoing shall not apply to a Participant (i) who attains
               age 70-1/2 before January 1, 1988 unless such Participant was or
               becomes a 5% owner, within the meaning of Section 416(i)(1)(B)(i)
               of the Code, at any time during the Plan Year ending with or
               within the calendar year in which he attains age 66-1/2 or any
               subsequent Plan Year, or (ii) who had made a valid election under
               Section 242(b) of the Tax Equity and Fiscal Responsibility Act of
               1982 (TEFRA) to commence his benefits at a later date.

          (f)  If the designated Beneficiary is,

               (i)  the Participant's spouse, such spouse may elect that benefit
                    payments commence at a date later than specified in
                    Subsection (b) by submitting a signed written statement
                    describing the benefit and the date on which the payment of
                    such benefit shall commence, provided such date is not later
                    than the latest of (A) December 31 of the calendar year in
                    which the Participant dies, (B) December 31 of the calendar
                    year during which the Participant would have attained age
                    70-1/2, or (C) such later date as may be promulgated by the
                    Internal Revenue Service.

                    If such spouse dies prior to the commencement of benefits,
                    and if the distribution of any death benefit payable to the
                    spouse's Beneficiary is made in a form that may extend
                    beyond the December 31 of the calendar year during which the
                    fifth

                                                                              45
<PAGE>

                    anniversary of such spouse's death occurs, such distribution
                    must commence no later than the December 31 of the calendar
                    year immediately following the date of such spouse's death
                    or such later date as may be promulgated by the Internal
                    Revenue Service.

               (ii) other than the Participant's spouse, and the death benefit
                    payable is made in a form that may extend beyond the
                    December 31 of the calendar year during which the fifth
                    anniversary of such Participant's death occurs, such
                    distribution must commence no later than the December 31 of
                    the calendar year immediately following the date of such
                    Participant's death or such later date as may be promulgated
                    by the Internal Revenue Service.

          (g)  If a Participant is in receipt of benefits from the Company's
               insured long-term disability program, if applicable, payment of
               the Participant's Elective Deferral Contribution, Matching
               Contribution, Regular Contribution, Transfer, Qualified Matching
               Contribution and Qualified Nonelective Contribution Accounts
               shall be deferred to the first day of the month in which such
               Participant is no longer eligible to receive such benefits or, if
               earlier, the 60th day following the last day of the Plan Year
               during which the Participant's Normal Retirement Date occurs,
               provided the benefits payable under the long-term disability
               program would otherwise be reduced by the benefits payable under
               the Plan.

7.03      METHOD AND FORM OF PAYMENT OF BENEFITS

          The following provisions shall be applicable for determining the
          method and form of payment of all benefits. These provisions are
          intended to conform to the requirements of Section 401(a)(9) of the
          Code, including the minimum distribution incidental benefit proposed
          Treasury Regulation 1.401(a)(9)-2, and shall be construed accordingly.

          (a)  Subject to Section 7.02, any benefit payable to a Participant who
               has terminated employment or Beneficiary which in total is $3,500
               or less will be distributed in a lump sum.

          (b)  Subject to Section 7.02, any benefit payable to a Participant who
               has terminated employment which is more than $3,500 will be
               distributed at the Participant's election as follows:

                                                                              46
<PAGE>

               (i)  All or any portion of such amount may be distributed in a
                    lump sum, subject to the provisions below.

               (ii) The balance, if any, may be used to purchase an immediate or
                    deferred annuity in accordance with the provisions of
                    Subsections (e), (f) and (g).

               Unless otherwise provided in Subsection (g), in the absence of an
               election by the Participant, benefits will be distributed in a
               lump sum. If such benefits are deferred in accordance with
               Section 7.02, the provisions of Subsection (h) will be
               applicable.

          (c)  Subject to Section 7.02, if a Participant's benefits are required
               to commence in accordance with Subsection 7.02(d) or (e), such
               Participant shall make an irrevocable election as to the optional
               form of payment. Such benefit shall reflect the Participant's
               elections regarding Beneficiary and recalculation of life
               expectancies in accordance with regulations under Code Section
               401(a)(9). A Participant whose Account includes funds transferred
               without the required spousal consent, directly or indirectly,
               from a plan subject to Code Section 412, must elect to
               recalculate life expectancies unless his spouse consents to waive
               the Qualified Annuity. The options available will include the
               options available under Subsection (f), with lifetime option
               benefits determined using the rules provided by regulations under
               Code Section 401(a)(9) and will be payable through the purchase
               of an annuity contract. Upon subsequent termination of
               employment, the optional form previously elected will remain in
               effect. In lieu of the options available under Subsection (f),
               the Participant may elect to have the value of his Account each
               year payable in a lump sum or to have the minimum amount required
               to be distributed each year under Code Section 401(a)(9) payable
               directly from the Trust Fund with the remaining balance payable
               in a lump sum upon termination of employment.

               In the absence of an election by the Participant, the form of
               payment shall irrevocably be the minimum amount required to be
               distributed each year under Code Section 401(a)(9) payable
               directly from the Trust Fund with the remaining balance payable
               in a lump sum upon such Participant's termination of employment
               and life expectancies shall not be recalculated. If the
               Participant's Account includes funds transferred without the
               required spousal consent, directly or indirectly, from a plan
               subject to Code Section 412, the form of payment shall
               irrevocably be a Qualified Annuity and life expectancies shall be

                                                                              47
<PAGE>

               recalculated.

          (d)  Subject to Section 7.02 and before the Participant's Annuity
               Starting Date, any benefit payable to a Participant's Beneficiary
               other than the Participant's Protected Spouse which is more than
               $3,500 may be distributed in a lump sum or used to purchase an
               immediate annuity in accordance with the provisions of
               Subsections (e) and (f), as elected by the Participant while in
               the employ of the Company. In the absence of such an election by
               the Participant, or if the Participant's Protected Spouse is the
               Beneficiary, such Beneficiary may make the election.

               In the absence of an election by the Beneficiary, benefits will
               be payable in a lump sum unless the Protected Spouse is the
               Beneficiary and the Participant had funds transferred without the
               required spousal consent, directly or indirectly, to the Plan
               from a plan subject to Section 412 of the Code, in which case,
               benefits will be payable to the Protected Spouse in the form of a
               life annuity.

          (e)  Any benefit payable as an annuity will be distributed (i) by the
               purchase of a nontransferable single premium annuity contract,
               including an annuity purchased under a group annuity contract, on
               behalf of a Participant or Beneficiary from an insurance company,
               provided at least $3,500 is available for the purchase of the
               annuity, or (ii) directly from the Trust Fund.

               Any annuity contract purchased and distributed to a Participant
               or Beneficiary shall comply with the requirement of this Plan.

               In the absence of a requirement or an election indicating the
               type of annuity preferred, a deferred annuity will be provided
               upon the Participant's termination of employment unless the
               Participant had attained his Normal Retirement Date, in which
               event an immediate annuity shall be provided. If the payment of
               benefits to a Participant is deferred in accordance with
               Subsection 7.02(g), a deferred annuity will be provided on behalf
               of such Participant.

          (f)  The annuity options available include the Life, Joint and 50% or
               100% Survivor, 15 or 20 Year Certain and Continuous, and 10, 15
               or 20 Year Certain Installments.

               The election of the annuity option under the above provisions
               shall be at the discretion of the Participant or his Beneficiary
               provided that no

                                                                              48
<PAGE>

               method shall be permitted which would (i) result in the benefits
               being payable over a period extending beyond the life of such
               Participant or the lives of such Participant and his Beneficiary
               or life expectancy of such Participant or the life expectancy of
               such Participant and his Beneficiary; or (ii) distribute any
               remaining balance, in the event of a Participant's death after
               the commencement of his benefits, less rapidly than the method of
               distribution in effect prior to his death.

               In no event may the Participant or Beneficiary change any annuity
               option subsequent to the Annuity Starting Date.

          (g)   Subject to Section 7.04,

               (i)    if a Participant elects to receive his benefits in the
                      form of a life annuity, such benefits shall be distributed
                      under a Qualified Annuity unless the Participant elects to
                      receive his retirement income under any other optional
                      form of distribution as made available to such
                      Participant.

               (ii)   if a Participant has had funds transferred without the
                      required spousal consent, directly or indirectly, from a
                      plan subject to Code Section 412 and the portion of the
                      Participant's Account attributable to such transferred
                      funds is more than $3,500, such funds will be distributed
                      in the form of a Qualified Annuity unless the Participant
                      elects to receive his retirement income under any other
                      optional form of distribution as made available to such
                      Participant.

               (iii)  the Participant shall have the right to elect, revoke or
                      change any election under this Subsection at any time
                      during his Election Period.

          (h)  Any benefits payable under this Article may be paid in cash,
               securities, or such other assets of the Trust Fund as the
               Committee may direct.

               The distribution of a lump sum payment and/or annuity contract to
               the Participant or his Beneficiary will constitute the complete
               discharge of all obligations of the Plan.

                                                                              49
<PAGE>

7.04      SPOUSAL CONSENT REQUIREMENTS WITH RESPECT TO PARTICIPANT ELECTIONS

          (a)  If a Participant is married and has elected to receive his
               benefits in the form of a life annuity, any election by such
               Participant to commence a benefit payment in a form other than a
               Qualified Annuity at any time will require the written
               acknowledgment and irrevocable consent of the Protected Spouse as
               witnessed by a Plan representative or a notary public during the
               Election Period.

          (b)  If a Participant is married and has had funds transferred without
               the required spousal consent, directly or indirectly, to the Plan
               from a plan subject to Section 412 of the Code, any election by
               such Participant to commence a benefit payment in a form other
               than a Qualified Annuity at any time, will require the written
               acknowledgment and irrevocable consent of the Protected Spouse as
               witnessed by a Plan representative or a notary public during the
               Election Period.

               Notwithstanding the above, if such transferred funds are
               accounted for separately, the above consent requirement will only
               apply to payments attributable to such funds and then only if the
               value of such funds at the Annuity Starting Date exceeds $3,500.

          (c)  Any spousal consent will be limited to a specific alternate
               Beneficiary and form of payment and any change in such
               Beneficiary or form will require a new spousal consent.

          (d)  If it is established to the satisfaction of the Committee that
               there is no spouse because the spouse cannot be located or such
               other circumstances as may be promulgated by the Internal Revenue
               Service or established by law, such consent will not be required.
               Spousal consent may additionally be required at the Committee's
               request.

          (e)  Notwithstanding the above, no consent to a distribution or
               election of an optional form shall be valid until written
               notification of the provisions of this Section and Subsection
               7.03(g) is received by the Participant. The Committee shall
               provide such written notification no less than 30 days nor more
               than 90 days before the Annuity Starting Date.

               Such notice shall contain a written explanation of

               (i)    the terms and conditions of a Qualified Annuity;

                                                                              50
<PAGE>

               (ii)   the Participant's right to make and the effect of an
                      election to waive the Qualified Annuity form of benefit;

               (iii)  the rights of the Protected Spouse;

               (iv)   the right to make, and the effect of, a revocation of a
                      previous election to waive the Qualified Annuity; and

               (v)    a description of the optional forms available under
                      Subsection 7.03(f).

7.05      DISPOSITION OF UNCLAIMED BENEFITS

          In the event that any check or notice with respect to the payment of
          benefits under the Plan remains outstanding at the expiration of six
          months from the date of mailing of such check to the last known
          address of the payee, the Committee shall notify the Trustee to stop
          payment of all such outstanding checks and to suspend the issuance of
          any further checks, if any, to such payee. If, during the three-year
          period (or such other period as specified in the Trust Agreement) from
          the date of mailing of the first such check or of notice that a
          benefit is due under the Plan, the Committee cannot establish contact
          with the payee by taking such action as it deems appropriate and the
          payee does not make contact with the Committee, the remaining benefits
          shall be forfeited and used to reduce the Company's contributions in
          accordance with Section 3.03. In the event the payee is located
          subsequent to the date the benefits were forfeited, the dollar amount
          of such benefits shall be restored in accordance with the provisions
          of Article 6.

7.06      NON-ASSIGNABILITY

          No benefit under the Plan shall be subject in any manner to
          anticipation, alienation, sale, transfer, assignment, pledge,
          encumbrance or charge, and any such action shall be void for all
          purposes of the Plan. No benefit shall in any manner be subject to the
          debts, contracts, liabilities, engagements or torts of any person, nor
          shall it be subject to attachments or other legal process for or
          against any person, except with respect to a Qualified Domestic
          Relations Order and in such other instances and to such extent as may
          be required by law and except as provided in Article 13.

7.07      SUBSTITUTE PAYEE

                                                                              51
<PAGE>

          If a Participant or Beneficiary entitled to receive any benefits
          hereunder is in his minority or is, in the judgment of the Committee,
          legally, physically, or mentally incapable of personally receiving and
          receipting any distribution, the Committee may instruct the Trustee to
          make distributions to his legally appointed guardian.

7.08      SATISFACTION OF LIABILITY

          After all benefits have been distributed in full to a Participant or
          to his Beneficiary, all liability to such Participant or to his
          Beneficiary shall cease.

7.09      DIRECT ROLLOVER TO ELIGIBLE RETIREMENT PLANS

          (a)  Notwithstanding any provisions of the Plan to the contrary that
               would otherwise limit a Distributee's election under this
               Section, a Distributee may elect, at the time and in the manner
               prescribed by the Committee, to have any portion of an Eligible
               Rollover Distribution paid directly to an Eligible Retirement
               Plan specified by the Distributee in a Direct Rollover.

          (B)  DEFINITIONS

               (I)  ELIGIBLE ROLLOVER DISTRIBUTION

                    An Eligible Rollover Distribution is any distribution of all
                    or any portion of the balance to the credit of the
                    Distributee, except that an Eligible Rollover Distribution
                    does not include: (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
                    designated Beneficiary, or for a specified period of ten
                    years of more; (B) any distribution to the extent such
                    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).

               (II) ELIGIBLE RETIREMENT PLAN

                    An Eligible Retirement Plan is 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

                                                                              52
<PAGE>

                     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.

               (III) DISTRIBUTEE

                     A Distributee includes an Employee or former Employee. In
                     addition, the Employee's or former Employee's surviving
                     spouse and the Employee's or former Employee's spouse or
                     former spouse who is the alternate payee under a Qualified
                     Domestic Relations Order, are Distributees with regard to
                     the interest of the spouse or former spouse.

               (IV)  DIRECT ROLLOVER

                     A Direct Rollover is a payment by the Plan to the Eligible
                     Retirement Plan specified by the Distributee.

7.10      WAIVER OF 30 DAY NOTICE REQUIREMENT

          Notwithstanding any provisions of the Plan to the contrary, if a
          distribution is one to which Sections 401(a)(11) and 417 of the Code
          do not apply, such distribution may commence less than 30 days after
          the notice required under Section 1.411(a)-11(c) of the Treasury
          Regulations is given, provided that:

          (a)  the Committee clearly informs the Participant that the
               Participant has a right to a period of at least 30 days after
               receiving the notice to consider the decision of whether or not
               to elect a distribution (and, if applicable, a particular
               distribution option), and

          (b)  the Participant, after receiving the notice, affirmatively elects
               a distribution.

                                                                              53
<PAGE>

                                   ARTICLE 8

                          ADMINISTRATION OF THE PLAN


8.01  ASSIGNMENT OF ADMINISTRATIVE AUTHORITY

      The Board of Directors shall appoint a Committee to administer the Plan.
      The Committee may consist of directors, officers, Employees, or any other
      individuals, who, upon acceptance of such appointment, shall serve at the
      pleasure of the Board of Directors. Any member may resign by delivering
      his written resignation to the Board of Directors and to the Committee.
      Vacancies in the Committee arising from resignation, death or removal
      shall be filled by the Board of Directors. The Board of Directors shall
      also appoint the Trustee and may appoint an investment manager.

8.02  ORGANIZATION AND OPERATION OF THE COMMITTEE

      (a)  The Committee shall act, in carrying out its duties and
           responsibilities, in the interest of the Participants and
           Beneficiaries with the care, skill, prudence, and diligence under the
           circumstances then prevailing that a prudent man, acting in a like
           capacity and familiar with such matters, would use in the conduct of
           an enterprise of like character and aims.

      (b)  The Committee shall act by a majority of its members unless unanimous
           consent is required by the Plan or by unanimous approval of its
           members if there are two or less members in office at the time. In
           the event of a Committee deadlock, the Committee shall determine the
           method for resolving such deadlock. If there are two or more
           Committee members, no member shall act upon any question pertaining
           solely to himself, and the other member or members shall make any
           determination required by the Plan in respect thereof.

      (c)  The Committee may authorize any one or more of its members to execute
           documents on behalf of the Committee and shall notify the Trustee in
           writing of such action and the name or names of the member or members
           so designated.

      (d)  The Committee may, by unanimous consent, delegate specific authority
           and responsibilities to one or more of its members. The member or
           members so designated shall be solely liable, jointly and severally,
           for their acts or omissions with respect to such delegated authority
           and responsibilities. Members not so designated, except as
<PAGE>

           provided under Subsection 8.06(b), shall be relieved from liability
           for any act or omission resulting from such delegation.

      (e)  The Committee shall endeavor not to engage in any prohibited
           transactions, as specified in the Employee Retirement Income Security
           Act of 1974, or any successor act. However, any member of the
           Committee who is a Participant or Beneficiary shall not be precluded
           from receiving benefits payable under the Plan.

8.03  AUTHORITY AND RESPONSIBILITY

      The Committee and its delegates shall have full discretionary authority
      and responsibility for administration of the Plan. Such authority and
      responsibility shall include, but shall not be limited to, the following
      areas.

      (a)  Appointment of qualified accountants, consultants, administrators,
           counsel or other persons it deems necessary or advisable, who shall
           serve the Committee as advisors only and shall not exercise any
           discretionary authority, responsibility or control with respect to
           the management or administration of the Plan.

           Any action of the Committee on the basis of advice, opinion, reports,
           etc. furnished by such qualified accountants, consultants,
           administrators and counsel shall be the sole responsibility of the
           Committee.

           Members of the Committee shall not be precluded from serving the
           Committee in any other capacity, provided any compensation paid for
           such services is reasonable.

      (b)  Determination of eligibility to participate and all benefits, and
           resolution of all questions arising from the administration,
           interpretation and application of the Plan, including the
           determination of the validity of any Qualified Domestic Relations
           Order in accordance with Section 8.09.

      (c)  Notification to the Trustee of all benefits payable under the Plan
           and the manner in which such benefits are to be paid.

      (d)  Adoption of forms and regulations for the administration of the Plan.

      (e)  Remedy of any inequity resulting from incorrect information received
           or communicated, or of administrative error.
<PAGE>

      (f)  Assurance that its members, the Trustee and other persons who handle
           funds or other property of the Trust Fund are bonded as required by
           law.

      (g)  Settlement or compromise of any claims or debts arising from the
           operation of the Plan and the commencement of any legal actions or
           administrative proceeding.

      (h)  Direction to the Trustee as to specific investments which, under the
           terms of the Trust Agreement, may be made only upon written direction
           of the Committee or which are made in accordance with specific
           provisions of the Plan, such as annuity or group investment
           contracts, loans to Participants, or earmarked investments selected
           by Participants.

      (i)  Action as agent for the service of legal process.

      (j)  Communication regarding the liquidity needs of the Plan so that
           investment discretion can be exercised to effect specific objectives.

8.04  RECORDS AND REPORTS

      (a)  The Committee shall keep a record of its proceedings and acts and
           shall keep books of account, records and other data necessary for the
           proper administration of the Plan.

      (b)  The Committee shall make its records available for examination by the
           Employer, or any Participant or Beneficiary during business hours at
           the principal place of business of the Company. However, a
           Participant or Beneficiary may examine only records pertaining
           exclusively to himself and such other records specified by law.

      (c)  The Committee shall make available to any Participant or Beneficiary
           any material required by law without cost. The Committee may, upon
           written request by any Participant or Beneficiary, provide copies of
           such material as it deems appropriate and shall furnish copies of
           such material required by law. The Participant or Beneficiary may be
           required to pay the reasonable cost as determined by the Committee of
           preparing and furnishing such material or the cost as prescribed by
           law.

                                                                              56
<PAGE>

8.05  REQUIRED INFORMATION

      The Company and Participants or Beneficiaries entitled to benefits shall
      furnish forms, including but not limited to annuity applications, and any
      information or evidence, as requested by the Committee for the proper
      administration of the Plan. Failure on the part of any Participant or
      Beneficiary to comply with such request within a reasonable period of time
      shall be sufficient grounds for delay in the payment of benefits until the
      information or evidence requested is received.

8.06  FIDUCIARY LIABILITY

      (a)  A member of the Committee who breaches the responsibilities,
           obligations, or duties imposed by law shall be liable to the Plan for
           any losses resulting from such breach.

      (b)  A member of the Committee shall be liable for a breach of fiduciary
           responsibility by another Committee member or Trustee, with respect
           to the Plan or Trust Fund, under the following circumstances.

           (i)   The member knowingly participates in or undertakes to conceal
                 an act or omission of another member of the Committee or
                 Trustee, with knowledge that the act or omission is such a
                 breach.

           (ii)  If the member's failure to comply with Subsection 8.02(a) has
                 enabled another member or Trustee to commit such a breach.

           (iii) The member has knowledge of such a breach by another member or
                 Trustee and does not make reasonable efforts under the
                 circumstances to remedy the breach.

8.07  PAYMENT OF EXPENSES

      Those members of the Committee who are full-time paid employees of the
      Company shall serve without compensation. The expenses of the Committee,
      including reasonable compensation as may be agreed upon in writing between
      the Company and the Committee for members of the Committee who are not
      full-time employees of the Company, shall be deemed administrative
      expenses payable in accordance with Article 3.

                                                                              57
<PAGE>

8.08  INDEMNIFICATION

      The Company shall indemnify members of the Committee against personal
      financial loss resulting from liability incurred in the administration of
      the Plan, unless such liability and loss were caused by such individual's
      gross negligence or willful misconduct.

8.09  QUALIFIED DOMESTIC RELATIONS ORDERS

      (A)  QUALIFIED DOMESTIC RELATIONS ORDER

           (i)  A Qualified Domestic Relations Order (hereinafter referred to as
                "QDRO") is a Domestic Relations Order which creates or
                recognizes the existence of an Alternate Payee's right to, or
                assigns to an Alternate Payee the right to, receive all or a
                portion of the benefits payable with respect to a Participant
                under the Plan, and which the Committee has determined meets the
                requirements of Paragraphs (ii) and (iii).

          (ii)  A Domestic Relations Order meets the requirements of a QDRO
                only if the order clearly specifies

                (A)  the name and the last known mailing address (if any) of the
                     Participant and the name and mailing address of each
                     Alternate Payee covered by the order;

                (B)  the amount or percentage of the Participant's benefits to
                     be paid by the Plan to each such Alternate Payee, or the
                     manner in which such amount or percentage is to be
                     determined;

                (C)  the number of payments or period to which such order
                     applies; and

                (D)  that the order applies to this Plan.

          (iii) A Domestic Relations Order meets the requirements of a QDRO only
                if the order

                (A)  does not require the Plan to provide any type or form of
                     benefits, or any option, not otherwise provided under the
                     Plan;

                                                                              58
<PAGE>

                (B)  does not require the Plan to provide increased benefits
                     (determined on the basis of actuarial value); and

                (C)  does not require the payment of benefits to an Alternate
                     Payee which are required to be paid to another Alternate
                     Payee under another Domestic Relations Order previously
                     determined to be a QDRO.

          (iv)  In the case of any payment before a Participant has separated
                from service, a QDRO shall not be treated as failing to meet the
                requirements of Paragraph (iii)(A) above solely because the
                order requires the payment of benefits to an Alternate Payee

                (A)  on or after the date on which the Participant attains (or
                     would have attained) the Earliest Retirement Age;

                (B)  as if the Participant had retired on the date such payment
                     is to begin under such order; and

                (C)  in any form in which such benefits may be paid under the
                     Plan to the Participant (other than in the form of a joint
                     and survivor annuity with respect to the Alternate Payee
                     and his or her subsequent spouse).

          (v)   For purposes of Paragraph (iv), Earliest Retirement Age means
                the earlier of

                (A)  the date on which the Participant is entitled to a
                     distribution under the Plan; or

                (B)  the later of (1) the date the Participant attains age 50 or
                     (2) the earliest date on which the Participant could begin
                     receiving benefits under the Plan if such Participant
                     separated from service.

                Notwithstanding any provisions of the Plan to the contrary, for
                purposes of Subparagraph (A) above, a distribution to an
                Alternate Payee may be made prior to the date on which the
                Participant is entitled to a distribution under Section 7.02 or
                Article 12 if requested by the Alternate Payee to the extent
                such distribution is permitted under the QDRO. Nothing in this
                provision shall permit the Participant to receive a distribution
                at a date otherwise not permitted under Section 7.02 or Article

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<PAGE>

               12 nor shall it permit the Alternate Payee to receive a form of
               payment not permitted in Section 7.03.

(B)   PROCEDURES

      Upon receipt of a Domestic Relations Order, the Committee shall take, or
      cause to be taken, the following actions:

      (i)   The Committee shall promptly notify the Participant, each Alternate
            Payee covered by the order and each representative for these parties
            of the receipt of the Domestic Relations Order. Such notice shall
            include a copy of the order and these QDRO Procedures for
            determining whether such order is a QDRO.

     (ii)   Once a Domestic Relations Order has been received (A) the affected
            Participant will not be permitted to request a withdrawal or a loan
            from the Plan and (B) no distributions will be made from the Plan to
            the Participant upon a subsequent termination until after the
            payment to the Alternate Payee has been determined, unless the
            Committee determines the order not to be a QDRO.

     (iii)  Within a reasonable period after receipt of a Domestic Relations
            Order, the Committee shall determine whether it is a QDRO and shall
            notify the parties indicated in Paragraph (i) of such determination.
            Such notice shall indicate whether the benefits payable to the
            Alternate Payee in accordance with the QDRO are subject to a
            previously existing QDRO.

     (iv)   Pending the Committee's determination of whether a Domestic
            Relations Order is a QDRO, if payments are due to be paid to the
            Participant, the Committee shall withhold payment and separately
            account for the amounts otherwise payable to the Alternate Payee
            during such period if the order is subsequently determined to be a
            QDRO (hereinafter referred to as the "segregated amounts"). If,
            within the 18-month period beginning with the date the first payment
            would have been required to be made under the Domestic Relations
            Order, the Committee determines the order to be a QDRO, the
            Committee shall pay the segregated amounts, including any interest
            thereon, to the person or persons entitled thereto. If, within such
            18-month period, the Committee determines an order is not a QDRO or
            the Committee fails to reach a decision, the

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<PAGE>

            Committee shall pay the segregated amounts to the Participant. If,
            after the 18-month period, the Committee subsequently determines
            that the order is a QDRO, the Committee shall pay benefits
            subsequent to such determination in accordance with the order. If
            action is taken in accordance with this Subsection (b), the Plan's
            obligation to the Participant and each Alternate Payee shall be
            discharged to the extent of any payment made pursuant to the QDRO.

     (v)    In determining the segregated amount in accordance with Paragraph
            (iv), the Participant's vested interest shall be prorated between
            the Participant and Alternate Payee and the entire amount of any
            nonvested interest or any outstanding Plan loans will be credited to
            the Participant and not taken into consideration in making such
            determination. Any future contributions or loan repayment will be
            credited to the Participant and not the Alternate Payee.

     (vi)   Upon a determination by the Committee that a Domestic Relations
            Order is a QDRO, the Committee shall arrange for benefits to be paid
            to the Alternate Payee in accordance with such order and Sections
            7.02 and 7.03 as if the Participant had terminated employment at
            such time.

     (vii)  If benefits are not immediately distributable to the Alternate
            Payee, such amount shall be separately accounted for until such time
            as the distribution is made. Any amount subject to a QDRO will not
            be available to the Participant under the Plan withdrawal provisions
            nor will it be available as collateral for a Plan loan.

     (viii) The Alternate Payee shall be treated as a Beneficiary for all
            purposes of the Plan. The Alternate Payee will be eligible for the
            same investment election option in accordance with Article 5 as the
            Participant.

The foregoing provisions are effective for QDROs entered into on or after
January 1, 1 985, except that, in the case of a Domestic Relations Order entered
into before January 1, 1985, the Committee (i) may treat such order as a QDRO
even though such order fails to meet the requirements of Subsections (a)(ii) and
(iii) above, and (ii) must treat such order as a QDRO if benefits were being
paid pursuant to such order on January 1, 1 985.

                                                                              61
<PAGE>

                                   ARTICLE 9

                           AMENDMENT AND TERMINATION


9.01  AMENDMENT

      (a)  The Plan may be amended or otherwise modified by the Board of
           Directors, or the Committee to the extent authorized in accordance
           with Subsection (c). Copies of any such amendment or modification
           shall be sent to the governing body of each Company. It shall be
           deemed each Company consented to such amendment or modification
           unless its governing body delivers written notice to the contrary to
           the Board of Directors, the Committee and the Trustee within 30 days
           of its receipt of such amendment or modification.

     (b)   No amendment or modification shall

           (i)   permit any part of the Trust Fund, other than such part as is
                 required to pay taxes, administrative expenses and expenses
                 incurred in effectuating such changes, to be used for or
                 diverted to purposes other than the exclusive benefit of the
                 Participants or Beneficiaries and/or persons entitled to
                 benefits under the Plan or permit any portion of the Trust Fund
                 to revert to or become the property of the Company;

          (ii)   have the effect of reducing the Account of any Participant as
                 of the date of such amendment or deprive any Participant or
                 Beneficiary of a benefit accrued and payable; or

          (iii)  eliminate any option which constitutes a valuable right
                 available to a Participant with respect to benefits previously
                 accrued to the extent the Participant satisfied, either before
                 or after the amendment, the conditions for the form of payment
                 except as otherwise permitted by applicable law and
                 regulations.
     (c)   The Committee may amend or modify the Plan in order to bring the
           Plan into compliance with applicable law or regulations, provided
           said amendment or modification does not have a material effect on the
           estimated cost of maintaining the Plan and does not create a new
           class of benefits or entitlements.

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<PAGE>

9.02  TERMINATION

      While the Plan and Trust Fund are intended to be permanent, they may be
      terminated at the discretion of the Board of Directors. Written
      notification of such action shall be given to each Company, the Trustee
      and the Committee. Thereafter, no further contributions shall be made to
      the Trust Fund.

9.03  VESTING UPON TERMINATION

      Upon the complete discontinuance of Company contributions or the
      termination or partial termination of the Plan and Trust Fund, the Account
      of each affected Participant shall become fully vested and shall not be
      reduced except

      (a)  for adjustments resulting from a valuation in accordance with Article
           5, which valuation shall also reflect the expenses incurred for
           administration of the Plan and/or Trust Fund after such
           discontinuance or termination date, and all expenses incurred in
           effectuating the complete discontinuance of Company contributions or
           termination or partial termination of the Plan and Trust Fund, such
           as the fees and retainers of the Plan's Trustee, accountant,
           custodian, administrator, consultant, counsel and other specialists
           if such expenses are not paid by the Company;

      (b)  for distributions of benefits by the Trustee to the Participant in
           accordance with the Plan and at the written direction of the
           Committee; and

      (c)  as provided in Section 14.01.

9.04  DISTRIBUTION OF BENEFITS AFTER TERMINATION

      As soon as administratively feasible following the termination of the Plan
      and Trust Fund, the Trustee, as authorized and directed by the Committee,
      shall, provided there is no successor defined contribution plan within the
      meaning of Section 401(k)(10)(A)(i) of the Code, distribute each Account,
      after adjustment in accordance with Subsection 9.03(a), in a manner
      consistent with the provisions of Article 7.

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<PAGE>

                                  ARTICLE 10

                            PARTICIPATING COMPANIES


10.01 ADOPTION BY OTHER ENTITIES

      Any corporation or other business entity may, by resolution of its own
      governing body, and with the approval of the Board of Directors, adopt the
      Plan and thereby become a Company. Notwithstanding the adoption of the
      Plan by other entities, the Plan will be administered as a single plan and
      all Plan assets will be available to pay benefits to all Participants
      under the Plan.


10.02 ALTERNATIVE PROVISIONS

      No Company may adopt alternative provisions as to itself or its Employees.

      Upon request of the governing body of a Company, the Board of Directors
      may amend the Plan with respect to the Employees of such Company provided
      that any change will only apply if any inequity resulting from such
      changed Plan provisions is not found to be discriminatory on behalf of
      Highly Compensated Employees.

10.03 RIGHT TO WITHDRAW (PLAN SPINOFF)

      Each Company having adopted the Plan shall have the right as of the last
      day of any month to withdraw from the Plan and/or Trust Agreement by
      delivering to the Board of Directors, the Committee and the Trustee
      written notification from its own governing body of such action and
      setting forth the date as of which the withdrawal shall be effective. The
      date specified in such written notice shall be deemed a Valuation Date.

10.04 PROCEDURE UPON WITHDRAWAL

      (a)  If a Company withdraws from the Plan and Trust Agreement as the
           result of its adoption of a different plan, the Trustee shall
           segregate the portion of the Trust Fund attributable to the Accounts
           of Participants employed solely by such Company.

           As soon as administratively feasible, the Trustee shall transfer the
           segregated assets to the insurance carrier or fiduciary designated by
           the Company as the agency through which the benefits of such

                                                                              64
<PAGE>

           successor plan are to be disbursed.

     (b)   If a Company withdraws from the Plan and Trust Agreement as the
     result of its adoption of a resolution to terminate its participation in
     the Plan and to distribute assets to its Employees who are Participants,
     the Trustee shall segregate the portion of the Trust Fund attributable to
     the Accounts of the Participants who are employed solely by such Company,
     and the termination provisions of Section 9.03 and 9.04 shall apply with
     respect to such segregated assets.

                                                                              65
<PAGE>

                                 ARTICLE 11

                                 TOP-HEAVY PROVISIONS


11.01 DEFINITION OF TOP-HEAVY AND SUPER TOP-HEAVY

      (a)  The Plan will be Top-Heavy for a Plan Year if, as of the final
           Valuation Date of the preceding Plan Year (or the final Valuation
           Date of the current Plan Year, if such year is the first Plan Year),
           hereinafter referred to as the Determination Date,

           (i)   the aggregate value of the Accounts of all Participants who are
                 Key Employees (as defined in Section 11.02) exceeds 60% of the
                 aggregate value of such Accounts of all Participants and the
                 Plan cannot be aggregated with any other plans which would
                 result in the formation of a non-Top-Heavy aggregation group of
                 plans; or

           (ii)  the Plan is required to be part of an aggregation group of
                 plans and the aggregation group is Top-Heavy. The group will be
                 deemed Top-Heavy if the aggregate value of all defined
                 contribution plan accounts and the value of all defined benefit
                 plan accrued benefits attributable to Key Employees exceeds 60%
                 of such values attributable to all participants of the
                 aggregated plans. Such benefit values and accounts shall be
                 aggregated using the Determination Dates of the individual
                 plans which fall within the same calendar year.

                 For purposes of this Section, aggregation group means all
                 plans, including terminated plans, maintained by the Employer
                 if maintained within the last five years ending on the
                 Determination Date, in which a Key Employee is a participant or
                 which enables any plan in which a Key Employee is a participant
                 to meet the requirements of Section 401 (a)(4) or Section 410
                 of the Code, as well as all other plans maintained by the
                 Employer, provided that inclusion of such other plans in the
                 aggregation group would not prevent the group of plans from
                 continuing to meet the requirements of such sections of the
                 Code.

     (b)   The Plan will be Super Top-Heavy for a Plan Year if the aggregate
           value of all defined contribution plan accounts and the value of all

                                                                              66
<PAGE>

           defined benefit plan accrued benefits attributable to all
           Participants who are Key Employees exceeds 90% of such values
           attributable to all Participants in lieu of 60% as stated in
           Subsection (a).

     (c)   For purposes of determining the aggregate value of the benefit values
           and accounts under this Section, distributions, other than rollovers
           or direct transfers to another qualified plan maintained by the
           Employer or rollovers or direct transfers not initiated by the
           Participant, made during the five-year period ending on the
           Determination Date of the plan from which such distributions were
           made, shall be included to the extent such distributions are not
           otherwise reflected in the value of any accrued benefit under a
           defined benefit plan as determined with respect to such plan's
           Determination Date. Such aggregate value shall not include any (i)
           assets rolled over or transferred at the initiation of the
           Participant directly from a qualified plan maintained by a business
           entity other than an Employer to the Plan, (ii) amounts attributable
           to former Key Employees, (iii) amounts attributable to Participants
           not employed during such five-year period, or (iv) amounts
           attributable to deductible employee contributions under former
           Section 219(e)(2) of the Code.

           A Participant's accounts under any defined contribution plan as of
           any Determination Date, other than the Determination Date which falls
           within the first Plan Year, shall not include any Employer
           contributions due and not yet paid as of the Determination Date, if
           the plan under which the account is maintained is not subject to
           Section 412 of the Code.

           Accrued benefit values under defined benefit plans aggregated with
           this Plan shall be determined, subject to the rules set forth in
           Section 416(g)(4)(F)(ii) of the Code, as of the dates of the most
           recent valuations preceding or coincident with such defined benefit
           plans' Determination Dates, in accordance with the interest and
           mortality rate assumptions specified in such defined benefit plans
           for this purpose or, if not specified, shall be determined using an
           interest rate of 5% and mortality rates in accordance with Group
           Annuity Mortality Table for 1951 (Projection "C" to 1970, set back
           five years for females). Such accrued benefit values shall be
           determined under the method of accrual used for all plans of the
           Employer or, if such method is not identical, as if such benefit
           accrued under the fractional rule as described in Section 41 1
           (b)(1)(C) of the Code.

                                                                              67
<PAGE>

11.02 DEFINITION OF KEY EMPLOYEE

      An Employee or a former Employee will be considered to be a Key Employee
      for a Plan Year if, at any time during the Plan Year or the preceding four
      Plan Years, he is an officer of the Employer earning more than 50% of the
      maximum dollar limitation under Section 415(b)(1)(A) of the Code; one of
      the 10 employees owning the largest interests (minimum 1/2%) in the
      Employer earning more than the maximum dollar limitation under Section
      415(c)(1)(A) of the Code; a 5% owner; or a 1% owner whose compensation
      exceeds $150,000. This definition of Key Employee shall be governed by
      Section 416 of the Code and Regulations thereunder. For purposes of this
      definition, but only to the extent required by law, a Key Employee's
      Beneficiary shall be treated as a Key Employee, and ownership percentages
      shall be determined without regard to aggregation of entities under common
      control within the meaning of Sections 414(b), (c) and (m) of the Code. In
      no event shall more than 50 employees (or, if less, the greater of three
      employees or 10 percent of the employees) be deemed officers for purposes
      of this definition.

11.03 MINIMUM EMPLOYER CONTRIBUTION

      (a)  Unless otherwise provided in this Section, for any Plan Year in which
           the Plan is determined to be Top-Heavy, the sum of the Company
           contribution and forfeitures, if any, allocated to any non Key
           Employee Participant in the employ of the Company on the last
           business day of that Plan Year, shall not be less than an amount
           which, in combination with all other such amounts allocated to him
           under all other defined contribution plans maintained by the
           Employer, is equal to the lesser of

           (i)   3% of the Participant's Compensation or

           (ii)  the highest percentage of Compensation (net of amounts
                 contributed under a qualified salary reduction or similar
                 arrangement) at which contributions (including Employer
                 matching contributions and forfeitures) are allocated for the
                 Plan Year under the Plan and under any other defined
                 contribution plan required to be aggregated with the Plan on
                 behalf of any Key Employee, times the Participant's
                 Compensation.

     (b)   Any contributions made solely to comply with the provisions of this
           Section shall be credited at the end of the Plan Year.

                                                                              68
<PAGE>

     (c)   If any Participant is also covered by a defined benefit plan or plans
           maintained by the Employer, then for each year the Plan is determined
           to be Top-Heavy, 5% will be substituted in lieu of the 3% minimum
           allocation under Paragraph (a)(i) for such Participant and Paragraph
           (a)(ii) shall not be applicable, unless the Participant receives the
           Top-Heavy defined benefit minimum under the defined benefit plan or
           plans in accordance with Section 416(c)(1) of the Code,
           notwithstanding any offset attributable to defined contribution
           account balances, in which event no minimum contribution will be
           required under the Plan.

     (d)   For purposes of this Section, only benefits derived from Employer
           contributions under the Plan, or any other defined contribution plan
           or plans are to be taken into account to determine whether the
           minimum Employer contribution or benefit has been satisfied,
           excluding matching contributions and any contributions attributable
           to a salary reduction or similar arrangement, but including
           contributions as defined in Treasury Regulation 1.401(k)-l(g)(13).
           Such salary reduction contributions will be taken into account to
           determine the Employer contribution made on behalf of any Key
           Employee under Subsection 11.03(a)(ii), but not to determine whether
           the minimum Employer contribution or benefit has been satisfied.

     (e)   An Eligible Employee who has not met the 1,000 Hours of Employment
           requirement for eligibility in accordance with Article 2, shall not
           be considered a Participant for purposes of this Section.

     (f)   An employee of a business entity which has not adopted the Plan shall
           not be considered a Participant for purposes of this Section unless
           also employed by the Company.

     (g)   An Eligible Employee who becomes a Participant by virtue of the
           acceptance of a rollover contribution in accordance with Section 3.07
           or a transfer of assets in accordance with Section 3.08 but who is
           not otherwise eligible in accordance with Section 2.01, shall not be
           entitled to share in any Company contribution allocated in accordance
           with this Article.

11.04 LIMITATION OF ALLOCATIONS

      For any Plan Year in which the Plan is determined to be Top-Heavy or Super
      Top-Heavy, the reference to "1.25" in Item (1) of Paragraph (B) of

                                                                              69
<PAGE>

      Subsection 4.03(c) will be changed to read "1.0".

                                                                              70
<PAGE>

                                  ARTICLE 12

                     WITHDRAWAL OF FUNDS DURING EMPLOYMENT


12.01 WITHDRAWALS FROM ELECTIVE DEFERRAL, MATCHING AND REGULAR CONTRIBUTION
              ACCOUNTS

      Subject to the general withdrawal rules below, a Participant may withdraw
      up to 100% of the vested portion of his Elective Deferral, Matching and
      Regular Contribution Accounts (a) after attaining age 59-1/2 or (b) before
      attaining age 59-1/2, provided such withdrawal meets the Financial
      Hardship Rules below.

12.02 WITHDRAWALS FROM ROLLOVER, VOLUNTARY AND TRANSFER ACCOUNTS

      Subject to the general withdrawal rules below, a Participant may elect to
      withdraw up to 1 00% of his Rollover, Voluntary and Transfer Accounts.

12.03 WITHDRAWALS FROM QUALIFIED MATCHING CONTRIBUTION AND QUALIFIED
              NONELECTIVE CONTRIBUTION ACCOUNTS

      Subject to the general withdrawal rules below, a Participant who has
      attained age 59-1/2 may withdraw up to 100% of his Qualified Matching
      Contribution and Qualified Nonelective Contribution Accounts.

12.04 FINANCIAL HARDSHIP RULES

      (a)  For purposes of this Article, a Financial Hardship withdrawal may be
           made only if it is on account of an immediate and heavy financial
           need of the Participant and is necessary to satisfy such financial
           need.

      (b)  The following needs shall be recognized as immediate and heavy
           financial needs:

           (i)   medical expenses, as described in Section 213(d) of the Code,
                 previously incurred by the Participant, the Participant's
                 spouse or the Participant's dependents, or funds necessary for
                 these persons to obtain medical care described in Section
                 213(d) of the Code,

           (ii)  purchase of a principal residence for the Participant,

                                                                              71
<PAGE>

          (iii)  tuition payments, related educational fees and room and board
                 expenses for the next 12 months of post-secondary education for
                 the Participant or the Participant's spouse, children or other
                 dependents,

           (iv)  the need to prevent eviction from or foreclosure on the
                 mortgage of the Participant's principal residence, and

            (v)  any other financial need as may be promulgated by the internal
                 Revenue Service, and

      (c)   The following requirements will be applicable:

            (i)  The Participant must have obtained all other distributions and
                 loans available under all plans maintained by the Employer.

            (ii) Elective Deferral Contributions and any other Employee
                 contributions under all plans maintained by the Employer will
                 be suspended for 12 months following the receipt of the
                 Financial Hardship withdrawal. The Participant's Elective
                 Deferral Contributions under Section 3.01 will automatically be
                 resumed following the required period of suspension, unless the
                 Participant elects otherwise.

           (iii) The limitation of Section 4.01 which is imposed on a
                 Participant's Elective Deferral Contributions for the calendar
                 year immediately following the calendar year of the Financial
                 Hardship withdrawal will be reduced by the amount of such
                 contributions and/or deferrals for the calendar year of such
                 withdrawal.

     (e)   The amount of such Financial Hardship withdrawal may not exceed the
           amount required to meet the specified need plus any amounts necessary
           to pay any federal, state or local income taxes or penalties
           reasonably anticipated to result from the withdrawal. In addition,
           the amount of such withdrawal from a Participant's Elective Deferral
           Contribution Account shall be limited to the sum of the Participant's
           Elective Deferral Contributions made.

     (f)   A Financial Hardship withdrawal from a Participant's Elective
           Deferral Contribution Account will be available only after the total
           amount available from all other Accounts has been withdrawn.

                                                                              72
<PAGE>

12.05 GENERAL WITHDRAWAL RULES

      Any withdrawal shall be subject to the following requirements:

      (a)  If a Participant elected to receive his benefits in the form of a
           life annuity in accordance with the provisions of Sections 7.03 and
           7.04 at any time, any withdrawal will be distributed under a
           Qualified Annuity unless such Participant elects to receive such
           withdrawal in a lump sum. All withdrawals will be considered separate
           Annuity Starting Dates for purposes of Sections 7.02 and 7.04.
           Spousal consent may additionally be required at the Committee's
           request.

      (b)  Only two non-hardship withdrawals will be permitted during any Plan
           Year.

      (c)  A written request for a withdrawal must be submitted to the Committee
           at least 15 days prior to the withdrawal date. Withdrawals will be
           taken from the investment funds proportionately, exclusive of the
           Dendrite International, Inc. Common Stock Fund.

      (d)  A withdrawal may be requested as of the first day of any month, or at
           such other dates as the Committee may fix from time to time,
           providing that if the Participant's Account includes any investment
           in a fund other than the Goldman Money Market Trust Fund, withdrawal
           of such portion of the Participant's Account will be permitted only
           if the market value of Trust Fund assets invested in such fund,
           adjusted for contributions and payment activity has not declined and
           there is no significant adverse economic effect on the Trust Fund. If
           requested as of any date other than the day after a Valuation Date,
           no investment earnings will be credited on the amount withdrawn for
           the period from the last Valuation Date to the date specified for the
           withdrawal.

     (e)   The minimum amount that may be withdrawn is $500 or the balance in
           the Participant's Accounts from which a current withdrawal is
           permitted, if less. The minimum amount limitation shall not apply in
           the case of a hardship withdrawal.

     (f)   If a loan is outstanding at the time a withdrawal is requested, such
           withdrawal shall be permitted only to the extent that the remaining
           vested Account balance under the Plan will be at least 100% of the
           outstanding loan balance as of the date of the withdrawal.

                                                                              73
<PAGE>

                                  ARTICLE 13

                                     LOANS


13.01 AMOUNT OF LOANS AND TERMS OF REPAYMENT

      The Committee shall promulgate any additional specific rules and
      regulations governing all aspects of this Article as it deems necessary.
      The following general rules shall serve as the basis for any specific
      rules and regulations:

      (a)  Upon written application on forms provided by the Committee, the
           Committee may grant a loan to a Participant who has completed one
           year of Plan participation, except shareholder employees or owner
           employees as referred to in Section 4975(d) of the Code.

      (b)  The minimum amount of any loan shall be $1,000.

      (c)  In no event shall a loan exceed the lesser of

           (i)  $50,000, reduced by the highest outstanding loan balance during
                the one-year period ending on the day before the date on which
                any new loan is to be granted, or

           (ii) 50% of the amount to which the Participant is vested under this
                Plan on the date the loan is granted.

      (d)  Each loan granted to a Participant must be repaid in full before any
           subsequent loan is granted to such Participant.

      (e)  All loans issued under this Article shall be considered investments
           of the Account of the Participant to whom the loan is granted and
           shall be charged to the investment funds proportionately, exclusive
           of the Dendrite International, Inc. Common Stock Fund.

           The Participant's Accounts shall be charged in the following order:

           Regular Contribution, Matching Contribution, Elective Deferral
           Contribution, Transfer, Voluntary and Rollover Accounts.

           If a loan is granted as of any date other than the day after a
           Valuation Date, no investment earnings will be credited on the amount
           of the loan for the period from the last Valuation Date to the date
           the loan is

                                                                              74
<PAGE>

           granted.

           Interest shall be charged thereon at a rate equal to the prime rate
           reported in The Wall Street journal on the first day of the month
           during which the loan application was made.

     (f)   Each loan shall be secured by the assignment of not more than 50% of
           the Participant's vested Account balance on the date the loan is
           granted, a promissory note executed by the Participant and such
           additional collateral as the Committee shall require to assure
           repayment of the loan and all interest payable thereon.

     (g)   Each loan shall be repaid by the Participant either through payroll
           deductions or in such other manner as the Committee shall determine,
           provided such payment schedule does not permit payment less
           frequently than quarterly. All payment schedules shall be calculated
           to amortize principal and interest in level payments over the period
           of the loan as agreed to by the Committee and the Participant not to
           exceed five years from the date of such loan. Notwithstanding the
           foregoing in the event a loan is approved for the purchase of a
           principal residence, the repayment requirement may not exceed 10
           years.

           Principal and interest payments shall be credited to the Account of
           the Participant to whom the loan is granted and shall be invested in
           accordance with the Participant's current investment election.

     (h)   Except as provided in Subsection (k), upon a Participant's
           termination of employment for any reason, the entire unpaid balance
           of the loan shall be due and payable.

     (i)   If a Participant should fail to make a payment when due, the entire
           unpaid balance of the loan shall be in default and the Committee
           shall take any one or more of the following steps, as it deems
           necessary, to secure repayment of such loan:

           (i)   Deduct the amount of the outstanding indebtedness from the
                 Participant's Account, to the extent permitted and available
                 under law and in accordance with the terms of the Plan. Such
                 deduction will not occur until a distributable event occurs
                 under the terms of the Plan.

          (ii)   Instruct the Trustee to sell any property held as collateral
                 for

                                                                              75
<PAGE>

                 such loan.

           (iii) Take such other steps as may be required.

      (j)  Each loan will require that within the 90-day period before the
           granting of the loan, the Participant and, if married, his spouse,
           consent to such loan in writing and acknowledge the reduction in the
           Participant's Account in the event the loan is in default.

      (k)  Any Participant who is a "party in interest" as defined in ERISA
           Section 3(14) and who ceases to be an active Eligible Employee may be
           eligible to borrow from the Plan under terms and conditions
           reflecting valid differences between active Participants and other
           Participants which would be considered in a normal commercial setting
           such as the unavailability of payroll deductions for repayment. In
           addition, there will be an annual fee for the administration of each
           of such loans of $100. In no event will loans be unreasonably
           withheld from any eligible applicant.

      (l)  No distribution from the Plan upon termination of employment for any
           reason shall be made to any Participant or Beneficiary unless and
           until all loans, including interest thereon, have been fully repaid.

      (m)  A nonrefundable processing fee of $75 shall be charged for each loan
           processed.

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                                  ARTICLE 14

                              GENERAL PROVISIONS


14.01 EXCLUSIVENESS OF BENEFITS

      The Plan has been created for the exclusive benefit of the Participants
      and their Beneficiaries. No part of the Trust Fund shall ever revert to
      the Company nor shall such Trust Fund ever be used other than for the
      exclusive benefit of the Participants and their Beneficiaries, except as
      provided in Sections 3.10 and 9.03 and Subsection 4.03(d) provided,
      however, that contributions made by the Company by mistake of fact or
      which are not deductible under Section 404 of the Code, may be returned to
      the Company within one year of the mistaken payment of the contribution or
      the date of disallowance of the deduction, as the case may be. All
      contributions made by the Company shall be conditional upon their
      deductibility under Section 404 of the Code. No person shall have any
      interest in or right to any part of the Trust Fund, or any equitable right
      under the Trust Agreement, except to the extent expressly provided in the
      Plan or Trust Agreement.

14.02 LIMITATION OF RIGHTS

      Neither the establishment of the Plan, nor any modification thereof, nor
      the creation of any fund, trust or account, nor the purchase of any
      policy, nor the payment of any benefits shall be construed as giving any
      Participant, Beneficiary, or any other person whomsoever, any legal or
      equitable right against the Company, the Committee, or the Trustee, unless
      such right shall be specifically provided for in the Plan or conferred by
      affirmative action of the Committee or the Company in accordance with the
      terms and provisions of the Plan; or as giving any Participant or any
      other employee of the Company the right to be retained in the service of
      the Company and all Participants and other employees shall remain subject
      to discharge to the same extent as if the Plan had never been adopted.

14.03 LIMITATION OF LIABILITY AND LEGAL ACTIONS

      In any action or proceeding involving the Trust Fund, or any part thereof,
      or the administration thereof, the Company, the Committee, and the Trustee
      shall be the only necessary parties. Any final judgment entered in any
      such action or proceeding which is not appealed or appealable, shall be
      binding and conclusive on the parties thereto, and all persons having or
      claiming to have an interest in the Trust Fund or under the Plan.

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14.04 CONSTRUCTION OF AGREEMENT

      The Plan shall be construed according to the laws of the State in which
      the Company named under Article 1 has its principal place of business, and
      all provisions hereof shall be administered according to, and its validity
      shall be determined under, the laws of such State except where preempted
      by Federal law.

14.05 TITLE TO ASSETS

      No Participant, Beneficiary or any other person shall have any legal or
      equitable right or interest in the funds set aside by the Company, or
      otherwise received or held under the Plan, or in any assets of the Trust
      Fund, except as expressly provided in the Plan, and no Participant,
      Beneficiary or any other person shall be deemed to possess a right to any
      assets except as herein provided.

14.06 SEVERABILITY

      Should any provision of the Plan or any regulations adopted thereunder be
      deemed or held to be unlawful or invalid for any reason, such fact shall
      not adversely affect the other provisions or regulations unless such
      invalidity shall render impossible or impractical the functioning of the
      Plan and, in such case, the appropriate parties shall immediately adopt a
      new provision or regulation to take the place of the one held illegal or
      invalid.

14.07 TITLES AND HEADINGS

      The titles and headings of the Sections in this instrument are for
      convenience of reference only and, in the event of any conflict, the text
      rather than such titles or headings shall control.

14.08 COUNTERPARTS AS ORIGINAL

      The Plan has been prepared in counterparts, each of which so prepared
      shall be construed an original.

14.09 MERGER OF PLANS

      Upon the merger or consolidation of any other plan with this Plan or the
      transfer of assets or liabilities from this Plan to any other plan, all
      Participants of this Plan shall be entitled to a benefit immediately after
      the

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      merger, consolidation or transfer (if the merged, consolidated or
      transferee plan had then been terminated) at least equal to the benefit
      they would have been entitled to immediately prior to such merger,
      consolidation or transfer (if the Plan had then terminated).

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