EXHIBIT A
                                                                ---------






                       FRONTIER UNION 401(K) SAVINGS PLAN

<PAGE>


                                  INTRODUCTION

     This plan was established, effective (except as otherwise set forth herein)
as of June 29, 2001, the date Citizens Communications Company acquired the stock
of the Participating Employers listed on Appendix A.

     The Plan is intended to qualify as a profit  sharing  plan  pursuant to the
provisions of Code Sections 401(a) and 401(k).




                                       1
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                                    Article I
                                   Definitions
                                   -----------

1.1  "Affiliated Company" means the Company and

     (a)  any other  company  which is included  within a  "controlled  group of
          corporations" within which the Company is also included, as determined
          under Section 1563 of the Code without  regard to  Subsections  (a)(4)
          and (e)(3)(C) of said Section 1563; or

     (b)  any other  trades or  businesses  (whether or not  incorporated)  with
          which the Company is affiliated which,  based on principles similar to
          those defining a "controlled  group of corporations"  for the purposes
          of (a) above, are under common control; or

     (c)  any other entities required to be aggregated with the Company pursuant
          to Code Section 414.

1.2  "Basic  Contributions"  means a Participant's  contributions to the Plan in
     any whole  percentage of Compensation up to a maximum of 3% of Compensation
     in accordance with Section 3.2 of the Plan and, where applicable,  Appendix
     B.

1.3  "Beneficiary"  means the  Participant's  surviving  spouse or, in the event
     there is no surviving  spouse or the surviving spouse elects in writing not
     to  receive  any  death  benefits  under the Plan,  the  person or  persons
     (including  a trust)  designated  by a  Participant  to  receive  any death
     benefit which shall be payable under the Plan.

1.4  "Board" means the Board of Directors of the Company or any committee of the
     Board of Directors authorized to act on behalf of the Board. Any such Board
     committee  shall be  composed  of at least  three  members  of the Board of
     Directors.  As used in the Plan the term "Board-appointed  committee" means
     the Committee and any other committee appointed by the Board which need not
     be  comprised  of at least three  Board  members but may include or consist
     entirely of management personnel who are not members of the Board.

1.5  "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
     time, and any regulations issued pursuant thereto.

1.6  "Committee" means the Retirement Committee of the Company.

1.7  "Company" means Citizens  Communications  Company, a Delaware  corporation,
     its predecessor or its successor. The Company is the sponsor of the Plan.

1.8  "Company Stock" means Citizens Communications Company common stock.


                                      -2-
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1.9  "Compensation"  means the total of a  Participant's  basic salary or wages,
     bonuses,  overtime and  commissions  paid by a  Participating  Employer for
     services actually rendered by the Participant to a Participating  Employer.
     A Participant's Compensation shall not include imputed long term disability
     premiums,  pension  payments  or any other  form of extra  remuneration  of
     whatever nature except bonuses and commissions included under the preceding
     sentence, nor any annual remuneration in excess of the limitation set forth
     in Section 401(a)(17) of the Code. For any Participant receiving disability
     pay from a  Participating  Employer  during a payroll  period (other than a
     disability pension), the term "Compensation" means such disability pay. For
     any Employee who is making Pre-Tax Contributions pursuant to Section 3.7 of
     the Plan,  pre-tax  contributions  under the  Company's or a  Participating
     Employer's cafeteria plan (Code Section 125) or pre-tax contributions under
     the Company's or a Participating Employer's qualified transportation fringe
     benefit program (Code Section 132(f)), the term Compensation shall be based
     on his wages, salary,  commissions and bonuses, all as defined above, prior
     to any salary  reduction.  Notwithstanding  the foregoing,  if a particular
     collective  bargaining  agreement  requires  a  modification  of  the  term
     "Compensation"  as set forth above, the modification  shall be set forth in
     the appropriate Schedule under Appendix B and shall be used with respect to
     any  Participant  whose Plan  participation  is governed by such  Schedule.
     Notwithstanding  any  provision  to  the  contrary,  for  purposes  of  the
     contributions  set forth in  Article  IV of the Plan,  in no event  shall a
     Participant's  Compensation  include  amounts  paid  prior  to  his  or her
     becoming a Participant in the Plan.

1.10 "Early Retirement Age" means age 55.

1.11 "Effective Date" means June 29, 2001.

1.12 "Election  Period" means the period of time during which a Participant  can
     elect,  with the consent of his spouse,  to waive the  Qualified  Joint and
     Survivor  Annuity or the Qualified  Pre-Retirement  Survivor Annuity or can
     elect to  revoke  such a  waiver.  In the  case of a  Qualified  Joint  and
     Survivor  Annuity,  the Election Period is the 90 day period  preceding the
     annuity starting date. In the case of a Qualified  Pre-Retirement  Survivor
     Annuity,  the Election  Period  begins on the first day of the Plan Year in
     which  a  Participant   attains  age  35  and  ends  on  the  date  of  the
     Participant's death,  provided that if a Participant  terminates employment
     prior to age 35, his Election Period shall begin on his termination date.

1.13 "Employee"  means  any  individual  who  is  employed  by  a  Participating
     Employer.

1.14 "Employer  Fixed  Contributions"  means a contribution  by a  Participating
     Employer  as  specified  in Section  4.1 of the Plan and  Appendix B. These
     contributions are not contingent on the level of Participant contributions.

1.15 "Employer   Matching   Contributions"   means   the   contributions   of  a
     Participating  Employer  that are  contingent  upon a  Participant's  Basic
     Contributions  in an amount  specified  for the  Participating  Employer in
     Appendix B.

1.16 "Employer  Profit  Sharing  Contributions"  means  the  contributions  of a
     Participating  Employer that are not contingent on the level of Participant
     contributions   and  are  specified,   if  any,  in  Appendix  B  for  each
     Participating Employer.

                                      -3-
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1.17 "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
     amended from time to time, and any regulations issued pursuant thereto.

1.18 "Excess Contributions" means, with respect to any Plan Year, the excess of:

     (a)  The aggregate  amount of Employer  contributions  actually  taken into
          account in computing the ADP of Highly Compensated  Employees for such
          Plan Year, over

     (b)  The maximum  amount of such  contributions  permitted  by the ADP test
          (determined by hypothetically reducing contributions made on behalf of
          Highly Compensated  Employees in order of the ADPs, beginning with the
          highest of such percentages).

1.19 "Excess Aggregate  Contributions" means, with respect to any Plan Year, the
     excess of:

     (a)  The aggregate  contribution  percentage  amounts taken into account in
          computing the numerator of the contribution  percentage  actually made
          on behalf of Highly Compensated Employees for such Plan Year, over

     (b)  The maximum contribution  percentage amounts permitted by the ACP test
          (determined by hypothetically reducing contributions made on behalf of
          Highly   Compensated   Employees   in  order  of  their   contribution
          percentages beginning with the highest of such percentages).

          Such  determination  shall  be made  after  first  determining  excess
          tax-deferred  contributions pursuant to Section 4.1(l) of the Plan and
          Excess Contributions pursuant to Section 1.18 of the Plan.

1.20 "Forfeiture"  means that  portion of a  Participant's  Restricted  Employer
     Contribution Account which is forfeited before full vesting.

1.21 "Global Stock" means Global Crossing, Ltd. common stock.

1.22 "Global Stock Account" means the account established under the Plan to hold
     Global Stock held by a  Participant  under the Prior Plan on the day before
     the Effective  Date. No additional  Global Stock may be  contributed to the
     Global Stock Account on or after the Effective Date.

                                      -4-
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1.23 "Highly Compensated Employee" means, any Employee who:

     (a)  was a "5% owner",  as defined in Section 416(i)(1) of the Code, during
          the current or preceding Plan Year; or

     (b)  received  Compensation from a Participating  Employer or an Affiliated
          Company which, in total, exceeded $85,000 for the preceding Plan Year,
          and,  if the  Company so  elects,  was in the  top-paid  group for the
          preceding Plan Year.

          The  $85,000  dollar  amount  shall be  adjusted  for  cost of  living
          increases as provided under the Code. The  determination of whether an
          Employee is a Highly  Compensated  Employee will be made in accordance
          with Code  Section  414(q) and the rules and  regulations  promulgated
          thereunder.

1.24 "Investment  Manager" means any  individual or corporation  selected by the
     Board or by any  Board-appointed  committee  having the authority to select
     such  person  who (i) is  registered  as an  investment  adviser  under the
     Investment Advisers Act of 1940; (ii) is a bank, as defined in that Act; or
     (iii) is an insurance  company  qualified to manage,  acquire or dispose of
     plan assets  under the laws of more than one state and each  individual  or
     corporation acknowledges in writing that he or the corporation, as the case
     may be, is a fiduciary with respect to the Plan.

1.25 "Leased  Employee"  means any person who is not  otherwise  an Employee and
     who,  pursuant to an  agreement  between a  Participating  Employer and any
     other person or organization,  has performed services for the Participating
     Employer, or for the Participating Employer and related persons (determined
     in accordance  with Section  414(n)(6) of the Code),  on a basis whereby if
     such person  were an  Employee,  such person  would have become an eligible
     Employee hereunder either in the initial eligibility  computation period or
     any Plan Year thereafter, and such services are performed under the primary
     direction or control of the Participating Employer, provided, that a person
     shall not be treated as a Leased Employee for any Plan Year if, during such
     Plan Year:  (i) such  person is covered by a money  purchase  pension  plan
     described in Section  414(n)(5)(B)  of the Code, and (ii) not more than 20%
     of the  Employees  who are not  Highly  Compensated  Employees  are  Leased
     Employees.  Once a person is classified as a Leased  Employee,  such person
     shall  remain a Leased  Employee  for every  Plan Year for which the person
     completes at least 1000 Hours of Service.

1.26 "Non-Highly  Compensated  Employee"  means an Employee  who is not a Highly
     Compensated Employee.

1.27 "Normal Retirement Age" means age 65.

1.28 "Participant" means an Employee who meets the eligibility  requirements set
     forth in Section 2.1 of the Plan.

                                      -5-
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1.29 "Participant Account" means, as of any Valuation Date, the then amount of a
     Participant's  contributions and the Participating Employer's contributions
     allocated on behalf of the  Participant  adjusted to reflect any investment
     earnings and losses  attributable  to such  contributions,  withdrawals and
     distributions,  at the then market value of the Trust. Where appropriate, a
     Participant  Account  shall have the  following  subaccounts:  a Restricted
     Employer Contribution Account to record Employer contributions that must be
     invested in Company Stock, an Unrestricted Employer Contribution Account to
     record Employer  contributions which are no longer restricted to investment
     in Company  Stock,  a Participant  Pre-Tax  Contribution  Account to record
     Pre-Tax  Contributions,  a  Participant  Post-Tax  Contribution  Account to
     record  Post-Tax  Contributions  and a Rollover  Account to record rollover
     contributions.  Participant  Account  shall also  include the Global  Stock
     Account  established under the Plan.  Earnings associated with each type of
     contribution  shall be  allocated  to the  account to which the  associated
     contributions are allocated.

1.30 "Participating Employer" means each Affiliated Company that has adopted the
     Plan for the benefit of its eligible Employees. Participating Employers are
     listed in Appendix A.

1.31 "Plan" means this  Frontier  Union 401(k)  Savings Plan as set forth herein
     and as it may be amended from time to time.

1.32 "Plan Year" means the calendar  year. The Plan Year shall be the limitation
     year as this term is used in ERISA.

1.33 "Post-Tax  Contributions"  means a  Participant's  contributions  which are
     non-deductible for income tax purposes at the time they are made.

1.34 "Pre-Tax  Contributions" means a Participant's  contributions which are not
     included in his income for income tax purposes at the time they are made.

1.35 "Prior Plan" means the Frontier Group Bargaining Unit Employees' Retirement
     Savings Plan as in effect on June 28, 2001.

1.36 "Qualified Joint and Survivor Annuity" means an annuity for the life of the
     Participant  with a  survivor  annuity  for the  life of the  Participant's
     spouse which is 50% of the amount  which is payable  during the joint lives
     of the Participant and the Participant's spouse and which is purchased from
     an insurance company with the Participant's Account balance.

1.37 "Qualified Pre-Retirement Survivor Annuity" means a life annuity payable to
     the surviving spouse of a deceased  Participant  which is purchased from an
     insurance company with the Participant's Account balance.

1.38 "Restricted  Stock"  means  Company  Stock  that  has been  allocated  to a
     Participant's Restricted Employer Contribution Account for a period of less
     than five years from the date of the initial allocation.

1.39 "Supplemental  Contributions"  means a Participant's  contributions  to the
     Plan in excess of his Basic Contributions in accordance with Section 3.2 of
     the Plan.

                                      -6-
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1.40 "Trust"  or "Trust  Fund"  means the trust  established  to hold  assets in
     accordance  with the Plan and consists of such  investment  options as from
     time to time may be designated by the Board or a Board-appointed committee.

1.41 "Trust  Agreement" means any agreement entered into between the Company and
     any Trustee to carry out the purposes of the Plan,  which  agreement  shall
     constitute a part of the Plan.

1.42 "Trustee"  means  any  bank or trust  company  selected  by the  Board or a
     Board-appointed committee to serve as Trustee pursuant to the provisions of
     the Trust Agreement.

1.43 "Valuation Date" means the last day the Trust may have been valued provided
     that the Trust shall be valued no less  frequently  than on the last day of
     each calendar quarter.

                                      -7-

<PAGE>
                                   Article II
                                   Eligibility
                                   -----------

2.1  Eligibility  Requirements.  An Employee who fits within the eligible  class
     set  forth in  Appendix  B for his  Participating  Employer  and who is not
     excluded  pursuant  to the  following  sentence  is  eligible  to  become a
     Participant in accordance  with the provisions set forth in Appendix B. For
     purposes of applying any minimum service requirement under such provisions,
     an  Employee's  credited  service  under the Prior Plan  shall be  credited
     towards  any such  service  requirement.  An  Employee  is not  eligible to
     participate  in the  Plan if (1) the  Employee  is a  temporary  or  summer
     employee;  (2) the  Employee  is a Leased  Employee;  (3) the  Employee  is
     eligible to be an active  participant in the Citizens  401(k) Savings Plan;
     or (4) the  Employee  is an  independent  contractor  (or a  person  who is
     treated by a Participating Employer as an independent contractor, or who is
     otherwise  classified  as  not  being  an  Employee  of  the  Participating
     Employer,   irrespective  of  any  subsequent   reclassification   of  such
     individual as a common-law  employee of the  Participating  Employer by the
     Company, the Participating Employer, an agency or a court.

     In the discretion of the Committee, an eligible Employee of a Participating
     Employer  that has adopted  the Plan who is  transferred  to an  Affiliated
     Company  that has not  adopted the Plan may  participate  in the Plan under
     such arrangements as the Committee may prescribe.

2.2  Reemployment.  If an Employee  terminates  employment  and is  subsequently
     reemployed  by a  Participating  Employer,  he will be  eligible  to  begin
     participation  in  the  Plan  on the  first  day  of  the  month  following
     completion of one month of service measured from his reemployment date. All
     service of such an Employee with a Participating Employer or any Affiliated
     Company  prior to  termination  of  employment  shall be  credited  to such
     Employee for purposes of the vesting provisions of Section 7.2 of the Plan.

                                      -8-

<PAGE>

                                  Article III
                   Participation and Participant Contributions
                   -------------------------------------------

3.1  Participation.  An eligible  Employee may become a Participant  by filing a
     written  application  with the  Committee,  or by  telephonic or electronic
     processing,  as  the  Committee  shall  determine.  The  application  shall
     indicate the amount of his initial Basic and Supplemental Contributions and
     whether   he  intends  to  have  such   Contributions   made  as   Post-Tax
     Contributions or as Pre-Tax  Contributions.  Except as the Committee in its
     discretion may otherwise  determine,  participation  will commence with the
     first payroll period as is  administratively  practicable to meet following
     the date such  election  is  received  by the  Committee  or its  designee.
     Participation   shall   thereafter   continue  until  all  amounts  in  the
     Participant's   Account   have  been   distributed   even  though   current
     contributions may be suspended.

3.2  Amount of  Contributions.  Contributions may be made by any Participant who
     has enough Compensation during any payroll period to make a contribution by
     payroll deduction.  Each Participant may contribute,  at his option,  Basic
     Contributions in any whole percentage of his Compensation  during a payroll
     period  with a minimum  contribution  of 1% of  Compensation  and a maximum
     contribution  of 3% of  Compensation.  If a  Participant  is  making  Basic
     Contributions at the maximum rate of 3% of Compensation,  he may also elect
     to make  Supplemental  Contributions of any whole percentage from 1% to 13%
     of his Compensation during a payroll period. All Participant  contributions
     will be in cash in the form of  Employee-authorized  payroll  deductions on
     either a  post-tax  basis or,  pursuant  to Section  3.7 of the Plan,  on a
     pre-tax basis.  Notwithstanding  any provision of the Plan to the contrary,
     contributions,  benefits  and  service  credit  with  respect to  qualified
     military  service  as  defined  in  Section  414(u)(5)  of the Code will be
     provided in accordance with Section 414(u) of the Code.

3.3  Change in Amount of Contributions.  The percentage,  or percentages if more
     than one, of Compensation designated by the Participant as his contribution
     rate  will   continue  in  effect,   notwithstanding   any  change  in  his
     Compensation,  until he elects to change such percentage. A Participant, by
     filing a written election form furnished by the Committee, or by telephonic
     or electronic processing,  as the Committee shall determine, may change his
     percentage of contributions as frequently during the Plan Year and pursuant
     to such rules as the Committee may  prescribe.  Any such change will become
     effective on the first payroll period as is administratively practicable to
     meet after the date such  election  is  received  by the  Committee  or its
     designee.  If a Participant's total contribution rate is in excess of 3% of
     Compensation, any such change will first be applied to adjust the amount of
     his Supplemental Contributions and then, if necessary, to adjust the amount
     of his Basic  Contributions.  If a Participant's total contribution rate is
     less than 3% of  Compensation,  any such  change  will  first be applied to
     adjust the amount of his Basic  Contributions  and then, if  necessary,  to
     provide for Supplemental Contributions.

                                      -9-
<PAGE>


3.4  Suspension of Participant Contributions. A Participant, by filing a written
     election with the Committee, or by telephonic or electronic processing,  as
     the Committee  shall  determine,  may elect to suspend  either his Basic or
     Supplemental Contributions,  or both, at any time. Any such suspension will
     become  effective  with the first  payroll  period  as is  administratively
     practicable  to meet  after  the date  such  election  is  received  by the
     Committee or its  designee.  A suspension of all Basic  Contributions  will
     automatically  suspend all Supplemental  Contributions.  In order to resume
     making contributions, the Participant must follow the procedure outlined in
     Section 3.1 of the Plan as though he were a new Participant.  A Participant
     will  not be  permitted  to make up  suspended  contributions.  Participant
     contributions  will be suspended  automatically  for any payroll  period in
     which the  Participant  is not in receipt of  Compensation.  Such automatic
     suspension  shall be lifted beginning with the next payroll period that the
     Participant   receives   Compensation.   The  suspension  of   Supplementa1
     Contributions,  in the  absence of an election  to the  contrary,  will not
     affect Basic Contributions.

3.5  Remittance  of  Participant  Contributions  to  the  Trustee.   Participant
     contributions will be remitted as soon as  administratively  practicable to
     the Trustee.

3.6  Termination of Participant  Contributions.  A  Participant's  contributions
     will terminate  effective with the payroll period that ends or includes the
     date  the  Participant  terminates  employment  for any  reason,  including
     retirement or death.

3.7  Pre-Tax Contributions Option. A Participant shall have the option of having
     his Basic and Supplemental Contributions to the Plan made on a tax-deferred
     basis pursuant to the terms of this Section. Basic and Supplemental Pre-Tax
     Contributions  may be made solely pursuant to a salary reduction  agreement
     between an individual  Participant and his Employer.  Under this agreement,
     the Participant agrees to reduce his Compensation by a specified percentage
     (as  outlined  in Section 3.2 of the Plan) and the  Participating  Employer
     agrees  to  contribute  to the Plan the  identical  amount on behalf of the
     Participant.  The agreement shall be in such form and subject to such rules
     as the Committee may prescribe. The Committee, in its sole discretion,  may
     limit the number of salary  reduction  agreements  a  Participant  may make
     during a Plan Year, except that an agreement may be terminated at any time,
     in  which  event  the   Participant   shall  specify  whether  all  of  his
     contributions shall cease or continue to be made as Post-Tax Contributions.

3.8  Rollovers to the Plan. Notwithstanding the limitations on contributions set
     forth in the  preceding  Sections of this Article III, any active  Employee
     may  make  rollover   contributions  (as  defined  in  Sections  402(c)(4),
     403(a)(4)  and  408(d)(3)  of the Code) to the extent the  Committee in its
     discretion may permit and in accordance with rules it shall  establish.  In
     addition,   the  Committee  in  its  sole  discretion  may  arrange  for  a
     Participant's  account in any other  tax-qualified  plan to be  transferred
     directly  to the  Plan.  No  rollover  contribution  or  transfer  shall be
     permitted if it could adversely  affect the tax  qualification of the Plan.
     All   rollovers   and  transfers  to  the  Plan  shall  be  credited  to  a
     Participant's Rollover Account.

                                      -10-

<PAGE>

                                   Article IV
                      Participating Employer Contributions
                      ------------------------------------

4.1  Employer  Contributions.  Subject to the  limitations of Section 4.4 of the
     Plan,  each   Participating   Employer  shall  contribute   Employer  Fixed
     Contributions,  Employer Matching  Contributions or Employer Profit Sharing
     Contributions as specified in Appendix B for such  Participating  Employer.
     All  Participating  Employer  contributions  shall  be  made  in cash or in
     Company Stock, and will be invested in accordance with Article V.

4.2  Remittance of Employer Contributions. Employer Matching Contributions shall
     be remitted to the Trustee on a regular and periodic  basis  following  the
     payroll period to which they relate but in no event shall they be made less
     frequently than quarterly. Employer Profit Sharing Contributions for a Plan
     Year shall be remitted to the Trustee by a Participating  Employer no later
     than the date the  Participating  Employer's tax return is due for the year
     within which ends the Plan Year to which the contributions relate.

4.3  Effect   of   Suspension   of   Participant   Contributions   on   Employer
     Contributions.   During   any  period  in  which  a   Participant's   Basic
     Contributions are suspended,  Employer Matching Contributions on his behalf
     will also be suspended.

4.4  Maximum Contributions. Notwithstanding the contribution levels specified in
     Article III and the preceding Sections of this Article IV, no contributions
     will be permitted in excess of the limits set forth below:

     1.   Code Section 402(g) Limits. A Participant's  Pre-Tax  Contributions to
          the Plan and any  tax-deferred  contributions  under any other cash or
          deferred  arrangement  in which he may  participate  shall not  exceed
          $10,500  (adjusted for cost of living  increases as provided under the
          Code) in any taxable year of the  Participant.  To meet this limit, no
          contribution  to the Plan in excess of $10,500 (as adjusted)  shall be
          accepted on behalf of any  Participant  during a calendar  year.  If a
          Participant  participates  in more than one plan,  he shall notify the
          Committee of any excess  contribution in a calendar year by March 1 of
          the following year. The Committee shall then cause the portion of such
          excess  allocated  to the Plan to be  returned to the  Participant  by
          April 15 following the calendar year to which the excess  contribution
          relates.

     2.   Code  Section  401(k)  Limits.   The  following   provisions  of  this
          Subsection  2 shall not apply in any Plan Year  during  which the Plan
          qualifies as a safe harbor plan under Section  401(k)(12) of the Code.
          The Actual  Deferral  Percentage,  or ADP,  for  Participants  who are
          Highly  Compensated  Employees  for  each  Plan  Year  and the ADP for
          Participants  who are  Non-Highly  Compensated  Employees for the same
          Plan Year must satisfy one of the following tests:

                                      -11-
<PAGE>


          (a)  The ADP for Participants who are Highly Compensated Employees for
               the Plan Year shall not exceed the ADP for  Participants  who are
               Non-Highly   Compensated   Employees   for  the  same  Plan  Year
               multiplied by 1.25; or

          (b)  The ADP for Participants who are Highly Compensated Employees for
               the Plan Year shall not exceed the ADP for  Participants  who are
               Non-Highly   Compensated   Employees   for  the  same  Plan  Year
               multiplied by 2.0, provided that the ADP for Participants who are
               Highly  Compensated   Employees  does  not  exceed  the  ADP  for
               Participants  who are  Non-Highly  Compensated  Employees by more
               than two percentage points.

          In applying these tests, the ADP for the Highly Compensated  Employees
          for a Plan Year shall be the  average of the  percentages,  calculated
          separately,  for each  eligible  Employee  in the group,  obtained  by
          dividing the sum of the Employee's tax-deferred contributions pursuant
          to Section 3.2 of the Plan by the Employee's Compensation for the Plan
          Year. The ADP for the Non-Highly Compensated Employees for a Plan Year
          shall be calculated  in the same manner as for the Highly  Compensated
          Employees,  except that  tax-deferred  contributions  and Compensation
          used in calculating  the  percentages  shall be those of the preceding
          Plan Year.  If an Employee  was not  eligible to  participate  for the
          entire Plan Year, the Compensation  taken into account for purposes of
          these tests shall be his  Compensation  for the period he was eligible
          to participate.

          The ADP for any Participant who is a Highly  Compensated  Employee for
          the Plan Year and who is  eligible  to have  elective  deferrals  (and
          qualified non-elective contributions, if treated as elective deferrals
          for purposes of the ADP test)  allocated to his accounts  under two or
          more  arrangements  described in Section 401(k) of the Code,  that are
          maintained by a Participating Employer, shall be determined as if such
          elective  deferrals (and, if applicable,  such qualified  non-elective
          contributions)  were  made  under a  single  arrangement.  If a Highly
          Compensated  Employee  participates  in two or more  cash or  deferred
          arrangements  that have  different  Plan  Years,  all cash or deferred
          arrangements  ending  with or within the same  calendar  year shall be
          treated as a single arrangement.

          For  purposes  of the ADP test,  compensation  means  compensation  as
          defined  in  Section  414(s)  of the Code.  The  period  during  which
          compensation  is  determined  for a Plan Year shall be either the Plan
          Year or the  calendar  year  ending  with or  within  the Plan Year as
          determined  by the  Committee.  The period  selected  shall be applied
          uniformly to all eligible Employees.

                                      -12-
<PAGE>


          In the event that the Plan  satisfies  the  requirements  of  Sections
          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 the
          Plan,  then this Section  shall be applied by  determining  the ADP of
          Employees  as if all such  plans  were a  single  plan.  Plans  may be
          aggregated in order to satisfy Section 40l(k) of the Code only if they
          have the same Plan Year.

          For  purposes of  determining  the ADP test,  elective  deferrals  and
          qualified non-elective  contributions must be made before the last day
          of the 12-month  period  immediately  following the Plan Year to which
          the contributions relate.

          The  Company  shall   maintain   records   sufficient  to  demonstrate
          satisfaction of the ADP test and the amount of qualified  non-elective
          contributions used in such test.

          The  determination and treatment of the ADP amounts of any Participant
          shall  satisfy such other  requirements  as may be  prescribed  by the
          Secretary of the Treasury,  including,  without  limitation,  Internal
          Revenue Service Notice 98-1.

     3.   Code  Section  401(m)  Limits.   The  following   provisions  of  this
          Subsection  3 shall  not  apply  in any Plan  Year in  which  the Plan
          qualifies as a safe harbor plan under Section  401(m)(11) of the Code.
          The Average Contribution Percentage,  or ACP, for Participants who are
          Highly  Compensated  Employees  for  each  Plan  Year  and the ACP for
          Participants  who are  Non-Highly  Compensated  Employees for the same
          Plan Year must satisfy one of the following tests:

          (a)  The ACP for Participants who are Highly Compensated Employees for
               the Plan Year shall not exceed the ACP for  Participants  who are
               Non-Highly   Compensated   Employees   for  the  same  Plan  Year
               multiplied by 1.25; or

          (b)  The ACP for Participants who are Highly Compensated Employees for
               the Plan Year shall not exceed the ACP for  Participants  who are
               Non-Highly   Compensated   Employees   for  the  same  Plan  Year
               multiplied by two, provided that the ACP for Participants who are
               Highly  Compensated   Employees  does  not  exceed  the  ACP  for
               Participants  who are  Non-Highly  Compensated  Employees by more
               than two percentage points.

          In applying these tests, the ACP for the Highly Compensated  Employees
          for a Plan Year shall be the  average of the  percentages,  calculated
          separately,  for each  eligible  Employee  in the group,  obtained  by
          dividing  the  sum  of  the  Employee's   Post-Tax   Contributions  if
          applicable  under Section 3.2 of the Plan and the Employer's  Matching
          Contributions  under  Section  4.1  of  the  Plan  by  the  Employee's
          Compensation for the Plan Year. The ACP for the Non-Highly Compensated
          Employees  for a Plan Year shall be  calculated  in the same manner as
          for  the  Highly   Compensated   Employees,   except   that   Post-Tax
          Contributions,  Employer Matching  Contributions and Compensation used
          in calculating  the  percentages  shall be those of the preceding Plan
          Year.  If an Employee was not eligible to  participate  for the entire
          Plan Year, the  Compensation  taken into account for purposes of these
          tests  shall be his  Compensation  for the period he was  eligible  to
          participate.

                                      -13-
<PAGE>


          If one or more Highly Compensated Employees participate in both a cash
          or deferred arrangement as defined in Section 401(k) of the Code and a
          plan subject to the ACP test  maintained by a  Participating  Employer
          and the sum of the ADP and ACP of those Highly  Compensated  Employees
          subject to either or both tests exceeds the aggregate limit,  then the
          ADP of those Highly Compensated  Employees who also participate in the
          plan  subject  to the ACP test  will be  reduced  (beginning  with the
          Highly  Compensated  Employee  whose ADP is the  highest)  so that the
          limit is not  exceeded.  The amount by which each  Highly  Compensated
          Employee's ADP is reduced shall be treated as an Excess  Contribution.
          If  reduction  of the ADPs of Highly  Compensated  Employees  fails to
          result in the Plan's  satisfying the aggregate limit,  then the ACP of
          those Highly Compensated Employees who also participate in the cash or
          deferred  arrangement will next be reduced  (beginning with the Highly
          Compensated  Employee  whose ACP is the  highest) so that the limit is
          not exceeded.  The amount by which each Highly Compensated  Employee's
          contribution  percentage  amounts  is  reduced  shall be treated as an
          Excess  Aggregate  Contribution.   The  ADP  and  ACP  of  the  Highly
          Compensated Employees are determined after any corrections required to
          meet the ADP and ACP  tests.  Multiple  use does not occur if both the
          ADP and ACP of the Highly  Compensated  Employees does not exceed 1.25
          multiplied by the ADP and ACP of the Non-Highly Compensated Employees.

          For purposes of this  Section,  the  contribution  percentage  for any
          Participant who is a Highly  Compensated  Employee and who is eligible
          to have contribution percentage amounts allocated to his account under
          two or  more  plans  described  in  Section  401(a)  of the  Code,  or
          arrangements  described  in  Section  401(k)  of  the  Code  that  are
          maintained by a Participating Employer,  shall be determined as if the
          total of such  contribution  percentage  amounts  was made  under each
          plan. If a Highly  Compensated  Employee  participates  in two or more
          cash or deferred arrangements that have different Plan Years, all cash
          or deferred  arrangements ending with or within the same calendar year
          shall be treated as a single arrangement.

                                      -14-
<PAGE>

          In the event that the Plan  satisfies  the  requirements  of  Sections
          401(m), 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 the
          Plan,   then  this  Section  shall  be  applied  by  determining   the
          contribution  percentages  of  Employees  as if all such  plans were a
          single  plan.  Plans may be  aggregated  in order to  satisfy  Section
          401(m) of the Code only if they have the same Plan Year.

          For purposes of determining the contribution percentage test, matching
          contributions  and  qualified   non-elective   contributions  will  be
          considered  made for a Plan Year if made no later  than the end of the
          12-month period beginning on the day after the close of the Plan Year.

          The  Company  shall   maintain   records   sufficient  to  demonstrate
          satisfaction of the ACP test and the amount of qualified  non-elective
          contributions used in such test.

          The Committee shall have the responsibility for monitoring  compliance
          with  this  test and  shall  have the power to take any steps it deems
          appropriate  to ensure  compliance,  including  limiting the amount of
          salary  reduction  permitted  by the Highly  Compensated  Employees or
          requiring that the contributions for the Highly Compensated  Employees
          be delayed  or held in escrow  before  being paid over to the  Trustee
          until such time as the Committee  determines that contributions can be
          made on behalf of the Highly Compensated,  Employees without violating
          the  requirements  of Code  Section  401(k).  Within two and  one-half
          months following the end of a Plan Year the Committee shall distribute
          such  contributions (and earnings  attributable  thereto) as may be in
          excess   of   the   amounts    required   to   satisfy   the   special
          nondiscrimination   test  under  this  Section,  or  shall  make  such
          additional  contributions  under  Sections  3.4 and 3.5 of the Plan as
          necessary to satisfy the test.

          The determination and treatment of the contribution  percentage of any
          Participant shall satisfy such other requirements as may be prescribed
          by the  Secretary  of the  Treasury,  including,  without  limitation,
          Internal Revenue Service Notice 98-1.

     4.   Distribution  of  Excess  Contributions.   Notwithstanding  any  other
          provision of the Plan, Excess Contributions, plus any income and minus
          any loss  allocable  thereto,  shall be  distributed no later than the
          last day of each  Plan Year to  Participants  to whose  accounts  such
          Excess  Contributions  were  allocated for the preceding Plan Year. If
          such excess amounts are distributed  more than two and one-half months
          after  the last day of the Plan  Year in  which  such  excess  amounts
          arose, a 10% excise tax will be imposed on the Participating  Employer
          maintaining   the  Plan  with   respect   to  such   amounts.   Excess
          Contributions are allocated to Highly  Compensated  Employees with the
          largest  amount  of  Employer  Contributions  taken  into  account  in
          calculating  the ADP  test for the year in  which  the  excess  arose,
          beginning with the Highly Compensated Employee with the largest amount
          of such Employer  contributions  and  continuing  in descending  order
          until all the Excess  Contributions have been allocated.  For purposes
          of the preceding  sentence,  the "largest  amount" is determined after
          distribution of any Excess  Contributions.  Excess Contributions shall
          be treated as annual additions under the Plan.

                                      -15-
<PAGE>

          Excess  Contributions  shall be adjusted  for any income or loss up to
          the date of  distribution.  The  income  or loss  allocable  to Excess
          Contributions  is the sum of:  (1)  income  or loss  allocable  to the
          Participant's  elective  deferral  account  (and, if  applicable,  the
          qualified  non-elective   contribution  account)  for  the  Plan  Year
          multiplied by a fraction, the numerator of which is such Participant's
          Excess  Contributions for the year and the denominator of which is the
          Participant's  account balance attributable to elective deferrals (and
          qualified non-elective contributions, if any of such contributions are
          included  in the  ADP  test)  without  regard  to any  income  or loss
          occurring during such Plan Year; and (2) 10% of the amount  determined
          under (1)  multiplied by the number of whole  calendar  months between
          the end of the Plan Year and the date of  distribution,  counting  the
          month of distribution  if  distribution  occurs after the 15th of such
          month.

          Excess  Contributions  shall be  distributed  from  the  Participant's
          elective  deferral  account  (if  applicable)  in  proportion  to  the
          Participant's  elective deferrals (to the extent used in the ADP test)
          for the Plan Year. Excess  Contributions shall be distributed from the
          Participant's qualified non-elective  contribution account only to the
          extent  that such  Excess  Contributions  exceed  the  balance  in the
          Participant's elective deferral account.

     5.   Distribution of Excess Aggregate  Contributions.  Notwithstanding  any
          other provision of the Plan, Excess Aggregate Contributions,  plus any
          income and minus any loss allocable  thereto,  shall be forfeited,  if
          forfeitable,  or if not  forfeitable,  distributed,  no later than the
          last day of each  Plan Year to  Participants  to whose  accounts  such
          Excess Aggregate  Contributions  were allocated for the preceding Plan
          Year. If such Excess Aggregate Contributions are distributed more than
          two and  one-half  months after the last day of the Plan Year in which
          such  excess  amounts  arose,  a 10% excise tax will be imposed on the
          Participating  Employer  maintaining  the Plan with  respect  to those
          amounts.  Excess Aggregate  Contributions  are allocated to the Highly
          Compensated Employees with the largest contribution percentage amounts
          taken into account in  calculating  the ACP test for the year in which
          the excess arose,  beginning with the Highly Compensated Employee with
          the  largest  amount  of  such  contribution  percentage  amounts  and
          continuing  in  descending  order  until all of the  Excess  Aggregate
          Contributions  have been  allocated.  For  purposes  of the  preceding
          sentence, the "largest amount" is determined after distribution of any
          Excess Aggregate  Contributions.  Excess Aggregate Contributions shall
          be treated as annual additions under the Plan.

                                      -16-
<PAGE>

          Excess  Aggregate  Contributions  shall be adjusted  for any income or
          loss up to the date of  distribution.  The income or loss allocable to
          Excess  Aggregate  Contributions  is the sum of:  (1)  income  or loss
          allocable to the Participant's  matching contribution account (if any,
          and if all  amounts  therein  are not used in the ADP  test)  and,  if
          applicable,  qualified non-elective  contribution account and elective
          deferral  account  for the Plan Year  multiplied  by a  fraction,  the
          numerator   of   which   is  such   Participant's   Excess   Aggregate
          Contributions  for  the  year  and the  denominator  of  which  is the
          Participant's account balance attributable to contribution  percentage
          amounts  without  regard to any income or loss  occurring  during such
          Plan Year; and (2) 10% of the amount  determined  under (1) multiplied
          by the number of whole  calendar  months  between  the end of the Plan
          Year and the date of distribution,  counting the month of distribution
          if distribution occurs after the 15th of such month.

          Forfeitures   of  Excess   Aggregate   Contributions   may  either  be
          reallocated  to the accounts of  Non-Highly  Compensated  Employees or
          applied to reduce Employer contributions, as elected by the Company.

          Excess Aggregate Contributions shall be forfeited, if forfeitable,  or
          distributed  on a  pro-rata  basis  from  the  Participant's  matching
          contribution account (and, if applicable,  the Participant's qualified
          non-elective  contribution  account or elective deferral  account,  or
          both).

     6.   Code  Section 415 Limits.  Pursuant to Code  Section 415, the total of
          the Employee and Participating  Employer  contributions on behalf of a
          Participant  for each  Plan Year (his  "annual  additions")  shall not
          exceed the lesser of $35,000 (or such larger  amounts as reflect  cost
          of living increases pursuant to Section 415 of the Code) or 25% of the
          Participant's  total  compensation for such Plan Year. For purposes of
          this Section,  the term "annual  additions"  means the total each Plan
          Year  of a  Participating  Employer's  contributions,  the  Employee's
          contributions  and  Forfeitures.   Rollover   contributions  and  loan
          repayments are not annual additions for this purpose.  For purposes of
          applying these  limitations,  the term  "compensation"  shall have the
          meaning  ascribed  to it in  regulations  under Code  Section  415. In
          general,  these regulations define  compensation to mean an Employee's
          W-2  compensation  from a Participating  Employer but excluding income
          derived from the exercise of stock options,  from the disqualification
          of an incentive  stock option,  from  restricted  stock or from income
          imputed  from  the  payment  of life  insurance  premiums,  and  shall
          include, any elective deferral (as defined in Code Section 402(g)(3)),
          and any amount which is contributed  or deferred by the  Participating
          Employer  at  the  election  of  the  Participant  and  which  is  not
          includible  in the gross income of the  Participant  by reason of Code
          Sections 125, 132 or 457.

                                      -17-
<PAGE>

          In addition to the amounts calculated under the Plan, annual additions
          shall include such amounts, similarly calculated, that are contributed
          with respect to the Participant to any other defined contribution plan
          maintained by a  Participating  Employer or by any Affiliated  Company
          and  Participating  Employer  contributions  to an individual  medical
          account  as  described  in Code  Sections  415(1) and  419A(d)(2).  In
          determining  whether a corporation  is an Affiliated  Company for this
          purpose only, the percentage control test set forth in Section 1563(a)
          of the Code  shall be a 50% test in place of the 80% test  each  place
          the 80% test appears in said Code Section.

          If Plan  contributions  exceed the limits of this  Section,  first the
          Participant's   contributions  shall  be  reduced,  as  necessary,  to
          eliminate  the excess,  in the following  order of priority:  Post-Tax
          Supplemental  Contributions;  Post-Tax  Basic  Contributions;  Pre-Tax
          Supplemental Contributions; and Pre-Tax Basic Contributions.  Post-Tax
          and Pre-Tax  Contributions  by a  Participant  which cause the excess,
          plus the earnings  attributable to such  contributions may be returned
          to the  Participant  in the event the excess is caused by a reasonable
          error in estimating a Participant's  annual  compensation or any other
          cause  which  is  acceptable   under   Treasury   Regulation   Section
          1.415-6(b)(6). If an excess still exists, the Participating Employer's
          contribution shall be reduced as necessary.


                                      -18-
<PAGE>

                                   Article V
                           Investment of Contributions
                           ---------------------------

5.1  Investment Funds. The Trustee shall establish a Company Stock fund and such
     other  investment  funds as shall be  designated  from  time to time by any
     Boardappointed   committee   authorized   to   select   investment   funds.
     Notwithstanding  any other  provision of the Plan or Trust  Agreement,  the
     assets of the Plan may be invested in any common or  collective  investment
     fund or  funds,  including  without  limitation,  group  trusts,  which are
     maintained  by a bank or trust  company  supervised  by a state or  federal
     agency,  notwithstanding  that the bank or trust  company  is the  Trustee,
     Investment Manager, or otherwise a party-in-interest of the Plan.

5.2  Investment   of  Employer   Contributions.   All   Participating   Employer
     contributions  and the  earnings  thereon  shall be invested  initially  in
     Company  Stock.  All Company Stock so invested  shall remain in the Company
     Stock  fund  and  allocated  to  the  Participant's   Restricted   Employer
     Contribution Account until the fifth anniversary of the date of investment.
     At the  expiration  of the  five  year  period  the  Restricted  Stock in a
     Participant's  Restricted  Employer  Contribution  Account  shall  lose its
     investment  restriction and may be invested by the Participant  pursuant to
     Section  5.5 of  the  Plan  and  any  rules  established  by the  Committee
     thereunder, in any other fund option or left in the Company Stock fund.

5.3  Investment of Participant  Contributions.  Each Participant will direct, at
     the time he  elects  to  become a  Participant  under  the  Plan,  that his
     Participant contributions be invested in one or more available fund options
     in accordance with any rules the Committee in its discretion may establish.
     In the event no election is made, all  contributions  will be invested in a
     fixed income fund option designated by the Committee for this purpose.

5.4  Changing  the  Current  Investment  Election.  A  Participant's  investment
     election for his  Participant  contributions  will continue in effect until
     changed by the Participant. A Participant may change his current investment
     election as to his future Participant contributions effective no later than
     the first payroll period as is administratively  practicable after the date
     such election to change is received by the Committee or its designee.  Such
     changes  may be made  only  as  frequently  as the  Committee  in its  sole
     discretion may permit and in accordance with any rules the Committee in its
     discretion may establish.

5.5  Changing the Investment of  Accumulated  Contributions.  A Participant  may
     change his investment  election as to some or all of his entire Participant
     Account balance except for the Restricted  Employer  Contribution  Account.
     Such changes may be elected only as frequently as the Committee in its sole
     discretion may permit and in accordance with any rules the Committee in its
     discretion may establish.

                                      -19-
<PAGE>


5.6  Voting  Rights  with  Respect  to  Company  Stock and  Global  Stock.  Each
     Participant shall have the right to vote all shares of Company Stock and of
     Global Stock held in the Participant's Account. Each Participant shall also
     have the right to direct  the  Trustee  whether  to tender  such  shares of
     Company  Stock or Global  Stock in the event an offer is made by any person
     other than the Company or Global Crossing, Ltd., respectively,  to purchase
     such  shares.  The  Committee  shall  make any such  arrangements  with the
     Trustee as may be  appropriate  to pass such voting or tender  offer rights
     through  to a  Participant.  In the event a  Participant  fails to vote his
     shares or fails to indicate his preference  with respect to a tender offer,
     the Trustee shall vote the Participant's shares or tender his shares in the
     same  proportions as those Plan  Participants  who did respond,  cast their
     votes or tendered their shares.


                                      -20-
<PAGE>

                                   Article VI
                              Participant Accounts
                              --------------------

6.1  Individual Accounts.  The Committee shall create and maintain (or direct to
     be created and  maintained)  individual  accounts as records for disclosing
     the  interest  in the Trust of each  Participant,  former  Participant  and
     Beneficiary.  Such accounts  shall record credits and charges in the manner
     herein described.  When appropriate,  a Participant shall have six separate
     accounts,  a Restricted  Employer  Contribution  Account,  an  Unrestricted
     Employer  Contribution Account, a Participant Pre-Tax Contribution Account,
     a  Participant  Post-Tax  Contribution  Account,  a Rollover  Account and a
     Global Stock Account.  The  maintenance of individual  accounts is only for
     accounting  purposes,  and a segregation of the assets of the Trust to each
     account shall not be required.

6.2  Account Adjustments. Participant Accounts shall be adjusted as follows:

     (a)  Earnings:  The  earnings  (including  losses  as well as gains) of the
          Trust shall be allocated to the  Participant  Accounts of Participants
          who have  balances  in their  Accounts  on each  Valuation  Date.  The
          allocation  shall be made in the  proportion  that the amounts in each
          Participant   Account  bear  to  the  total  amounts  in  all  of  the
          Participant  Accounts similarly invested.  In determining the value of
          Plan assets, each valuation shall be based on the fair market value of
          assets in the Trust on the Valuation Date.

          Notwithstanding  the foregoing paragraph or any other provision of the
          Plan, to the extent that Participants' Accounts are invested in mutual
          funds or other  assets for which daily  pricing is  available  ("Daily
          Pricing  Media"),  all amounts  contributed  to the Trust Fund will be
          invested  at the time of their  actual  receipt  by the Daily  Pricing
          Media,  and the balance of each Account  shall  reflect the results of
          such daily  pricing from the time of actual  receipt until the time of
          distribution.  Investment  elections and changes pursuant to Article V
          shall be effective upon receipt by the Daily Pricing Media. References
          elsewhere in the Plan to the  investment  of  contributions  "as of" a
          date other than that described in this Section 6.2(a) shall apply only
          to the extent,  if any, that assets of the Trust Fund are not invested
          in Daily Pricing Media.

     (b)  Participating  Employer  Contributions:  If Daily  Pricing Media is in
          effect as described  in Section  6.2(a) of the Plan,  Employer  Fixed,
          Matching and Profit Sharing Contributions will be invested at the time
          of actual receipt by the Daily Pricing  Media.  If Daily Pricing Media
          is not in  effect,  as of the end of each  month the  Employer  Fixed,
          Matching and Profit Sharing  Contributions  on behalf of a Participant
          during the month shall be  allocated to the  Participant's  Restricted
          Employer Contribution Account.

     (c)  Participant  Contributions:  If Daily  Pricing  Media is in  effect as
          described   in  Section   6.2  (a)  of  the  Plan,   a   Participant's
          contributions  will be invested  at the time of actual  receipt by the
          Daily  Pricing  Media.  If Daily  Pricing  Media is not in  effect,  a
          Participant's  contributions made during a month shall be allocated to
          his Pre-Tax or Post-Tax  Contribution  Account, as the case may be, as
          of the end of each month.

                                      -21-
<PAGE>


     (d)  Distributions  and Withdrawals:  Distributions  and withdrawals from a
          Participant's  Account  shall be charged to the account as of the date
          paid.

     (e)  Forfeitures:  As of the end of each Plan Year,  Forfeitures which have
          become  available  during  such  Plan  Year and are not  required  for
          allocation  under  Section  6.2(f) of the Plan below  shall be used to
          reduce the  Participating  Employer's  current or its next  succeeding
          contributions to the Plan.

     (f)  Forfeiture  Account: In the event a Participant is entitled to receive
          a vested benefit  pursuant to the terms of Section 7.2 of the Plan but
          later  returns to the  service of a  Participating  Employer  prior to
          incurring   five   consecutive   one  year  breaks  in  service,   the
          nonforfeitable  amount  in  his  pre-termination  Restricted  Employer
          Contribution  Account plus the amount of his Forfeiture at the time of
          termination  shall be credited to a separate  account as of the end of
          the Plan Year when he returns. The restoration of the Forfeiture shall
          be made, first, from any other Forfeitures  arising in such Year prior
          to disposition  under Section 6.2(e) of the Plan and, if not available
          from such Forfeitures,  from Participating  Employer contributions for
          the Year.  At any  relevant  time,  the  Participant's  nonforfeitable
          portion  of the  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  this  formula:  P is  the  nonforfeitable
          percentage  at the  relevant  time;  AB is the account  balance at the
          relevant time; D is the amount of the distribution; and R is the ratio
          of the account  balance at the  relevant  time to the account  balance
          after distribution.

          The separate  account need not be maintained  after a Participant  has
          incurred  five  consecutive  one year  breaks  in  service  after  the
          distribution  of benefits to him. For purposes of this Section,  a one
          year  break in  service  means a Plan Year  during  which an  Employee
          performs no services  for a  Participating  Employer or an  Affiliated
          Company.

6.3  Statements to  Participants.  On a periodic  basis,  but no less frequently
     than once during  each Plan Year,  the  Committee  (or its  designee)  will
     provide  each  Participant  with a statement  showing his  interests in the
     Plan's various  investment  funds.  The statement may show a  Participant's
     interest in the Company Stock and Global Stock funds in terms of the number
     of shares of Company  Stock and Global  Stock,  respectively,  their dollar
     value,  or both. As an  alternative to showing the dollar or stock value of
     each   account,   the  Committee  in  its   discretion   may  express  each
     Participant's interest in terms of units.

                                      -22-
<PAGE>


6.4  Transfer of Accounts Among Related Company Plans.  If a Participant  ceases
     to be within an eligible class of  Participants  under the Plan but becomes
     covered by a substantially  similar 401(k) plan sponsored by the Company or
     any Affiliated  Company,  the Committee may in its sole discretion transfer
     the   Participant's   Account  to  the  other   401(k)  plan   without  the
     Participant's consent.  Similarly,  if a Participant in the Plan previously
     participated in another such 401(k) plan, the Participant's accounts in the
     other 401(k) plan may be transferred to the Plan without the  Participant's
     consent.  In any event, the value of the Participant's  accounts subject to
     any such transfer shall be the same  immediately  following the transfer as
     they were immediately prior to the transfer and any other benefits,  rights
     and features of the transferor plan which are "protected  benefits"  within
     the  meaning  of Code  Section  411(d)(6)  shall  continue  to apply to the
     transferred  funds within the transferee plan. The timing and the mechanics
     of any transfer shall be within the sole discretion of the Committee.

                                      -23-

<PAGE>

                                  Article VII
                  Retirement or Other Termination of Employment
                  ---------------------------------------------

7.1  Retirement  or   Disability.   If  a   Participant's   employment   with  a
     Participating  Employer is terminated (i) at or after his Normal Retirement
     Age, (ii) at or after his Early  Retirement Age, or (iii) at an earlier age
     because of disability,  the Participant's Account shall all be fully vested
     and he shall be entitled to receive the entire  balance of such  account in
     accordance  with the provisions of Article IX. For purposes of this Section
     7.1 the term  "disability"  means a physical or mental  condition which, in
     the judgment of the Committee,  based on medical reports and other evidence
     satisfactory to the Committee,  will  permanently  prevent an Employee from
     satisfactorily performing his usual duties for a Participating Employer and
     which entitle the Employee to receive Social Security disability benefits.

     If  a   Participant   terminates   employment,   whether   voluntarily   or
     involuntarily, prior to suffering a disability or prior to age 55, he shall
     receive  only that portion of his  accounts  that have become  vested under
     Section 7.2 of the Plan.

7.2  Vested   Benefits.   If  a  Participant   terminates   employment   with  a
     Participating Employer before he reaches age 55 or suffers a disability, he
     shall be entitled to receive the entire amount  credited to his Participant
     Pre-Tax Contribution Account, his Participant Post-Tax Contribution Account
     and his  Rollover  Account  plus  the  amount  in his  Restricted  Employer
     Contribution  Account  which has become  vested.  The vested  amount in the
     Restricted Employer  Contribution Account shall be determined in accordance
     with the provisions of Appendix B.

     If any Plan amendment changes the Plan's vesting schedule, each Participant
     in the Plan as of the date  the new  schedule  is  adopted  shall  have his
     vested percentage  determined under the vesting schedule which provides him
     with the greatest vested benefit at any particular point in time.

     Any Forfeiture  that may arise by virtue of the application of this Section
     shall be treated in accordance with the provisions of Section 6.2(e) of the
     Plan.

     Notwithstanding  the foregoing,  any benefit that is currently payable from
     the Plan to a recipient who cannot be located despite reasonable efforts to
     do  so,  shall  be  forfeited.   All  forfeitures   with  respect  to  lost
     Participants  and  Beneficiaries  shall be used to  reduce a  Participating
     Employer's  current or next  succeeding  contributions  to the Plan. In the
     event the lost  Participant or Beneficiary  subsequently  makes a claim for
     the forfeited  benefits,  the  Participating  Employer shall restore to the
     Plan the forfeited  benefit plus earnings  based on returns from the Plan's
     fixed income  investment option from the date of forfeiture to the date the
     forfeited benefit is restored.


                                      -24-
<PAGE>

                                  Article VIII
                                      Death
                                      -----

8.1  Death  While  Actively  Employed.  If a  Participant  dies  while  actively
     employed, the Participant's Beneficiary will be entitled to receive 100% of
     the value of his  Participant  Account.  This amount  shall  consist of the
     account's value as of the distribution date.

8.2  Death After Retirement. If a Participant dies after retirement, any benefit
     payable to the  Participant's  Beneficiary will depend upon the method that
     has been employed to  distribute  the value of his  Participant  Account in
     accordance with Article IX.

8.3  Beneficiary.  If a Participant  is married,  his  Beneficiary  shall be his
     spouse who shall be entitled to receive his remaining account balance, upon
     the Participant's death. Upon the written election of the Participant, with
     his  spouse's  written  consent,   a  Participant  may  designate   another
     Beneficiary.  This election and spousal consent must either be notarized or
     be witnessed by a Plan  representative  and returned to the  Committee.  If
     such  election  has been made or if the  Participant  is not  married,  the
     Participant   will   designate  the   Beneficiary   (along  with  alternate
     Beneficiaries)  to whom, in the event of his death,  any benefit is payable
     hereunder.  Each Participant has the right,  subject to the spousal consent
     requirement  noted  above,  to change any  designation  of  Beneficiary.  A
     designation or change of  Beneficiary  must be in writing on forms supplied
     by the Committee and any change of  Beneficiary  will not become  effective
     until such change of Beneficiary  is filed with the  Committee,  whether or
     not the Participant is alive at the time of such filing; provided, however,
     that any such change will not be  effective  with  respect to any  payments
     made by the Trustee in accordance with the  Participant's  last designation
     and  prior to the time such  change  was  received  by the  Committee.  The
     interest of any Beneficiary who dies before the Participant  will terminate
     unless otherwise provided.  If a Beneficiary is not validly designated,  or
     is not living or cannot be found at the date of payment, any amount payable
     pursuant  to the Plan  will be paid to the  spouse  of the  Participant  if
     living at the time of payment,  otherwise in equal shares to such  children
     of the  Participant  as may be  living  at the time of  payment;  provided,
     however,  that if  there  is no  surviving  spouse  or child at the time of
     payment, such payment will be made to the estate of the Participant.


                                      -25-
<PAGE>

                                   Article IX
                               Payment of Benefits
                               -------------------

9.1  Form of Payment. Except as may be restricted by Sections 9.2 and 9.3 of the
     Plan,  any  Participant  or, if the choice is his, any  Beneficiary  who is
     entitled  to  receive  benefits  under  Articles  VII or VIII may  elect to
     receive the amount in the Participant Account in accordance with one of the
     following elections, all of which shall be actuarial equivalents:

     OPTION A: A lump sum.

     OPTION B: Periodic payments of substantially  equal amounts for a specified
     number of years not in excess of 20. Such periodic  payments  shall be made
     at  least  annually.  In the  event  periodic  payments  are  elected,  the
     Participant  shall direct how the remaining balance of his account is to be
     invested.

     OPTION C: With  respect to any  accounts  transferred  to the Plan from the
     Prior  Plan,  any  option  available  under the other  plan as set forth in
     Appendix B, but only with respect to the portion of the  transferred  funds
     from the Prior Plan as to which such option was  available  under the Prior
     Plan. Amounts allocated to a Participant Account after the transfer date of
     such funds shall be paid out only under Option A or Option B.

9.2  Option C Requirements for Married  Participants.  If a married  Participant
     elects an annuity  under Option C, unless he makes a written  election,  as
     outlined  below,  to the contrary his form of benefit  shall be a Qualified
     Joint and Survivor  Annuity.  If benefits  become payable on account of the
     death of a married Participant to whom an annuity option is available under
     Option C, the normal form of benefit  shall be a  Qualified  Pre-Retirement
     Survivor Annuity.

     These benefits shall become automatically payable unless the Participant or
     his  spouse,  as the case  may be,  makes a  written  election  within  the
     Election Period to receive one of the alternate forms of benefits specified
     in Section 9.1 of the Plan or  Appendix  B. An election by the  Participant
     must be consented to by his spouse in writing.  The spouse's  consent shall
     acknowledge  the effect of the  election  and shall be either  notarized or
     witnessed by a Plan representative.  Failure to obtain the spouse's consent
     or the  revocation of a previously  designated  optional  method of payment
     shall  result in payment of benefits  in the form of a Qualified  Joint and
     Survivor Annuity or a Qualified  Pre-Retirement  Survivor  Annuity,  as the
     case may be, unless another election is made.

     To assist  the  Participant  and his  spouse in making  any  election  with
     respect to waiving the Qualified Joint and Survivor Annuity,  the Committee
     shall  provide  the  Participant,  not less  than 30 nor more  than 90 days
     before his 55th  birthday a  retirement  application  form  describing  the
     normal and optional  forms of benefit  payments,  including  their relative
     financial   effects  in  terms  of  dollars  per  annuity  payment  on  the
     Participant  and his  spouse.  This  form  shall  provide  a place  for the
     Participant  to indicate his annuity  starting date and the form of benefit
     he desires.

                                      -26-
<PAGE>

     A  Participant  may elect  (with the  consent  of his or her  spouse  where
     spousal  consent  is  required)  to waive  the  requirement  that a written
     explanation of certain  payment options be provided at least 30 days before
     the annuity  starting date (and the 30 day applicable  election  period for
     making certain  elections) if the actual  distribution  commences more than
     seven days after the written explanation is provided.

     In the case of a Qualified Pre-Retirement Survivor Annuity, a substantially
     similar  notice  shall be  provided  to the  Participant  during the period
     beginning  on the  first  day of the  Plan  Year in which  the  Participant
     attains  age 32 and ending on the last day of the Plan Year  preceding  the
     Plan Year in which the Participant attains age 35.

9.3  Payments  from Company  Stock Fund Account or Global  Stock  Account.  If a
     recipient  elects a lump sum payment  under  Option A of Section 9.1 of the
     Plan or  installment  payments  under  Option B of Section 9.1 of the Plan,
     payment from the  Participant's  Company Stock Fund Account or Global Stock
     Account,  or both, may be made either in cash or in Company Stock or Global
     Stock, as applicable. If a person elects, or pursuant to Section 9.2 of the
     Plan is required,  to receive any annuity  option under  Section 9.2 of the
     Plan or Option C, the amounts in his Company  Stock Account or Global Stock
     Account,  as applicable,  shall be liquidated and combined with his amounts
     in all other investment  funds to purchase an annuity contract  pursuant to
     which only cash benefits will be paid.

9.4  Time of Payment.  A  Participant  or  Beneficiary  who becomes  entitled to
     receive a benefit  at any time when the  Participant  Account  is $5,000 or
     less will be cashed out for the full amount of the account  balance as soon
     as  administratively  practicable.  If the account  balance is in excess of
     $5,000  it  shall be paid  prior to  Normal  Retirement  Age only  with the
     written consent of the Participant and, if married, with the consent of the
     Participant's  spouse in a writing  which  acknowledges  the effect of such
     consent and which is witnessed by a Plan representative or is notarized. In
     the case of death,  the written  consent of the  Participant's  Beneficiary
     shall be required for the distribution of amounts in excess of $5,000.

     Benefit  payments shall normally begin not later than the April 1 following
     the calendar year during which the event giving rise to the eligibility for
     payment shall have occurred. In no event shall benefits begin later than 60
     days after the close of the Plan Year in which the latest of the  following
     occurs:  (1)  the  Participant's   attainment  of  age  65;  (2)  the  10th
     anniversary of the year in which the Participant commenced participation in
     the  Plan;  (3)  the  termination  of  the  Participant's  service  with  a
     Participating  Employer;  or (4)  the  date  specified  in  writing  to the
     Committee  by the  Participant  (but  not  later  than the year in which he
     attains age 70 1/2 ).

                                      -27-
<PAGE>

     Distributions shall commence no later than the April 1 of the calendar year
     following the later of the calendar year in which the  Participant  attains
     age 70 1/2 or  the  calendar  year  in  which  the  Participant  terminates
     employment with the Participating Employer.  Notwithstanding the foregoing,
     a 5% owner of the Participating Employer shall commence receipt of benefits
     no later  than  the  Apri1 1 of the  calendar  year  following  the year he
     reaches  age  70  1/2  even  if he  remains  in the  active  employ  of the
     Participating Employer.

     Notwithstanding  any  direction by the  Participant  to the  contrary,  all
     payments must be payable  pursuant to a schedule  whereby the entire amount
     in the  Participant's  Account  is paid over a period  that does not extend
     beyond the life of the Participant or over the lives of the Participant and
     any  individual  he has  designated  as his  Beneficiary  (or over the life
     expectancies of the Participant and his designated individual Beneficiary).
     In  addition,  unless  the  benefit is  payable  as a  Qualified  Joint and
     Survivor  Annuity,  the payment method selected must provide that more than
     50% of the  present  value  of the  payments  projected  to be  paid to the
     Participant and his Beneficiary will be paid to the Participant  during his
     life expectancy.

     In  the  event  of  the  death  of a  Participant,  former  Participant  or
     Beneficiary  while benefits are being paid under a schedule which meets the
     requirements of the preceding  paragraph,  payments shall continue pursuant
     to a  schedule  which is at least as rapid as the period  selected.  In the
     event of the death of a Participant  or former  Participant  before benefit
     payments have commenced, any death benefit shall be distributed within five
     years of death unless the following conditions are met:

     (i)  payments  are  made to an  individual  Beneficiary  designated  by the
          Participant;

     (ii) payments are made for the life of such individual  Beneficiary or over
          a period not extending beyond his life expectancy; and

     (iii) payments commence within one year of death.

     If the designated Beneficiary is the Participant's spouse, payments will be
     paid within a reasonable period of time after the Participant's  death, but
     may be delayed  until the date the  Participant  would have attained age 70
     1/2, if the  Beneficiary  so elects.  If the spouse  dies  before  payments
     begin,  the rules of this paragraph  shall be applied as if the spouse were
     the  Participant.  Notwithstanding  the  provisions  of this  Section,  the
     distribution  requirements  of Code Section  401(a)(9) and the  regulations
     thereunder are hereby  incorporated  by this reference and shall  supersede
     any conflicting Plan provisions.

9.5  Death of  Participant  Prior to  Receiving  Full  Distribution.  Except  as
     provided in Section 8.2 of the Plan,  if a  Participant  dies after  having
     terminated  employment  and  prior  to  receiving  a  distribution  of  his
     Participant Account,  then the payments that would otherwise have been made
     to the Participant will be made to his Beneficiary, or, in the absence of a
     Beneficiary, to his estate in accordance with applicable state law.

                                      -28-
<PAGE>


9.6  QDROs.  Benefits  shall be  payable  under the Plan to an  alternate  payee
     pursuant to the terms of any qualified  domestic  relations order ("QDRO").
     The  Committee  has  the  responsibility  for  determining  if  a  domestic
     relations  order is qualified and whether its payment terms are  consistent
     with the terms of the Plan. If  appropriate,  the amounts subject to a QDRO
     may be segregated from the  Participant's  Account and placed in a separate
     account  for the  benefit of the  alternate  payee who shall  thereupon  be
     treated for Plan  purposes  as a  Participant.  Any  amounts  payable to an
     alternate  payee may, at the alternate  payee's  request,  be paid from the
     Plan immediately pursuant to the terms of the QDRO and the Plan.

9.7  Direct Rollovers from the Plan.  Notwithstanding  any provision of the Plan
     to the contrary that would otherwise  limit a Participant's  election under
     this  Section,  a  Participant  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
     Participant in a direct rollover.  An eligible rollover distribution is any
     distribution  of all or any  portion  of the  balance  to the credit of the
     Participant except that an eligible rollover  distribution does not include
     any distribution  that is one of a series of  substantially  equal periodic
     payments (not less  frequently  than  annually)  made for the life (or life
     expectancy)  of  the   Participant  or  the  joint  lives  (or  joint  life
     expectancies)   of  the  Participant  and  the   Participant's   designated
     Beneficiary,  or  for  a  specified  period  of  ten  years  or  more;  any
     distribution  to the extent such  distribution  is required  under  Section
     401(a)(9)  of the  Code;  the  portion  of  any  distribution  that  is not
     includible in gross income (determined  without regard to the exclusion for
     net unrealized  appreciation with respect to Company  securities);  and any
     withdrawal   on  account  of  hardship  as   described   in  Code   Section
     401(k)(2)(B)(i)(IV).

     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 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 Participant'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.

     For these purposes,  a Participant  includes an Employee or former Employee
     who has an account  balance in the Plan.  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 QDRO, as defined
     in  Section  414(p) of the  Code,  are  Participants  with  respect  to the
     interest of the spouse or former spouse.  A direct rollover is a payment by
     the Plan to the eligible retirement plan specified by the Participant.


                                      -29-
<PAGE>

                                   Article X
                     Withdrawals and Loans During Employment
                     ---------------------------------------

10.1 Age 59 1/2  Withdrawals.  A Participant  who has reached age 59 1/2 but who
     has not yet  terminated  employment  may  withdraw  all or a portion of his
     vested   accumulated   account  balance  under  the  Plan  subject  to  the
     limitations specified in Section 10.4 of the Plan.

10.2 Participant Post-Tax Contributions.  A Participant may, by filing a request
     with the Committee, signed by the Participant and the Participant's spouse,
     elect to withdraw amounts in his Participant Post-Tax  Contribution Account
     as follows:

     (a)  Contributions.  A  withdrawal  of up to 100% of  Participant  Post-Tax
          Contributions   or,  if  less,   100%  of  the  then   value  of  such
          contributions may be made from the Plan.

     (b)  Earnings.  A  withdrawal  of up to 100% of the  earnings  on  Post-Tax
          Contributions may be made by a Participant from the Plan.

10.3 Participant Pre-Tax  Contributions.  No earnings in a Participant's Pre-Tax
     Contribution  Account may be withdrawn  prior to age 59 1/2. A  Participant
     may  withdraw  his  Pre-Tax  Contributions  from  his  Participant  Pre-Tax
     Contribution  Account prior to age 59 1/2 only if the withdrawal is made on
     account of an immediate and heavy  financial need of the  Participant  that
     cannot be satisfied from other resources available to the Participant.  For
     purposes of this Section an immediate and heavy  financial  need shall mean
     (1) expenses  incurred for medical care or necessary to obtain medical care
     for a Participant, a Participant's spouse or a Participant's dependent; (2)
     the  purchase  of a  Participant's  principal  residence;  (3)  tuition and
     related educational fees for post-secondary education but only for the next
     12 months for a  Participant,  a  Participant's  spouse or a  Participant's
     dependent,  or  remedial  school  tuition;  (4)  prevention  of eviction or
     mortgage  foreclosure;  (5) expenses  arising from the death of a spouse or
     dependent;   (6)  financial   loss  due  to  a  sudden   catastrophe;   (7)
     extraordinary  legal expenses;  (8) adoption  expenses;  (9) any other need
     recognized  by  the  Internal  Revenue  Service  in  documents  of  general
     applicability.  A Participant will be deemed to lack other resources if all
     of the following  conditions are satisfied:  (1) the Participant  must have
     obtained all  distributions  (except  hardship)  and all  nontaxable  loans
     available from all plans of any Participating Employer; (2) the Participant
     may not make any  contributions to any plan of any  Participating  Employer
     for at least 12 months following the hardship withdrawal and (3) the dollar
     limit on pre-tax  contributions  ($10,500  as indexed for  inflation  after
     2001) for the calendar year  following the hardship shall be reduced by the
     amount of the hardship  withdrawal.  If the  foregoing  conditions  are not
     satisfied,   the  Committee   may   reasonably   rely  on  statements   and
     representations  made by the Participant  with respect to his lack of other
     financial resources.  The amount of the withdrawal cannot exceed the amount
     required to relieve the financial need (including any amounts  necessary to
     pay  federal,   state  or  local  income  taxes  or  penalties   reasonably
     anticipated to result from the distribution).

                                      -30-
<PAGE>


10.4 Limitations on In-Service Withdrawals.

     (a)  No more than two in-service  withdrawals are permitted in any one Plan
          Year.

     (b)  No withdrawal  will be permitted  under this Article unless the amount
          to be withdrawn is at least $200 or 100% of the aggregate value of the
          Participant's  relevant  account  from  which  withdrawals  are  being
          requested if such value is less than $200.

     (c)  Unless  otherwise  specified by the  Participant,  any  withdrawal  of
          Participant  contributions from his Participant Post-Tax  Contribution
          Account  will be  satisfied  first  by a  withdrawal  of his  pre-1987
          contributions,  if any,  and  then by a  withdrawal  of his  post-1986
          contributions and/or earnings on contributions.

     (d)  Any withdrawal from a Participant's Post-Tax Contribution Account will
          result in an automatic  suspension of the Participant's  right to make
          future Plan  contributions for a period of six months from the date of
          the  withdrawal.  During the period of suspension,  Employer  Matching
          Contributions will also be suspended.  Finally,  after the Participant
          resumes  making  contributions  to the Plan, no make-up  contributions
          will be permitted for the period of the suspension.

10.5 Fund  to  be  Charged  with  Withdrawal.  A  Participant  may  specify  the
     investment  fund or  combination  of funds to which a  withdrawal  is to be
     charged.  If the Participant fails to make any designation,  a distribution
     will be made  out of the  Participant's  interest  in each of the  funds in
     proportion to the Participant's share in these funds.

10.6 Loans to Participants.  The Trustee shall, if the Committee directs, make a
     loan to a Participant from any or all of the Participant's Accounts subject
     to such rules as the  Committee  may prescribe and subject to the following
     conditions:

     (a)  An application for a loan by a Participant shall be made in writing to
          the Committee, or through telephonic or electronic processing,  as the
          Committee may determine;

     (b)  Loans will be granted only to active Participants;

     (c)  A loan must be for a minimum of $500, only two loans (only one for the
          purchase of a principal residence) may be outstanding at any one time,
          and no  refinancings  will be permitted  except as may be specifically
          permitted by the Committee;

                                      -31-
<PAGE>

     (d)  No loan shall be made to the  extent  that such loan when added to all
          other loans to the  Participant  would exceed the lesser of (1) 50% of
          the vested amounts in the Participant's  Account under the Plan or (2)
          $50,000  reduced by the excess,  if any,  of the  highest  outstanding
          balance of loans  during the one year period  ending on the day before
          the  loan is  made  over  the  outstanding  balance  of  loans  to the
          Participants on the date the loan is made. In determining  whether the
          foregoing  loan  limits are  satisfied,  all loans from all plans of a
          Participating   Employer  and  of  any  Affiliated  Company  shall  be
          aggregated;

     (e)  The  period of  repayment  for any loan  shall be arrived at by mutual
          agreement  between the Committee and the borrower,  but such period in
          no event shall exceed five years except that a loan may be granted for
          a period not to exceed 25 years if the  proceeds  are used to purchase
          the Participant's principal residence;

     (f)  All loans  must be repaid  under a  substantially  level  amortization
          period with payments being made at least quarterly;

     (g)  Each loan shall be made against collateral being the assignment of 50%
          of the borrower's entire right, title and interest in and to the Trust
          Fund, supported by the borrower's  collateral  promissory note for the
          amount of the loan,  including  interest,  payable to the order of the
          Trustee and/or such other collateral as the Committee may require;

     (h)  Each loan shall bear  interest at a rate fixed by the  Committee.  The
          rate shall be  commensurate  with the rates  charged by persons in the
          business of lending  money for loans which would be made under similar
          circumstances.  Interest  rates  granted  at  different  times  and to
          Participants  in differing  circumstances  may vary  depending on such
          differences;

     (i)  A loan shall be treated as a directed  investment by the borrower with
          respect  to his  accounts.  The  interest  paid on the  loan  shall be
          credited  to the  borrower's  accounts  and he shall  not share in the
          earnings of the Plan's assets with respect to the amounts borrowed and
          not yet repaid;

     (j)  A loan  to a  married  Participant  requires  the  written,  notarized
          consent of the Participant's spouse;

     (k)  No distribution  shall be made to any Participant,  former Participant
          or Beneficiary  unless and until all unpaid loans,  including  accrued
          interest thereon, have been liquidated or offset against the account;

     (l)  The  Committee  may,  in its  discretion,  charge a fee to process and
          maintain  Plan loans,  which shall be  deducted  from the  accounts of
          Participants  who  take  loans.  The  amounts  of such  fees  shall be
          determined from time to time by the Committee; and

     (m)  Loan  repayments  will be suspended  under the Plan as permitted under
          Section 414(u)(4) of the Code.


                                      -32-
<PAGE>

                                   Article XI
                               Plan Administration
                               --------------------

11.1 Appointment of Committee. The Board shall appoint a committee to administer
     the  Plan.  Any  person,  including  an  officer  or  other  employee  of a
     Participating  Employer,  is eligible  for  appointment  as a member of the
     Committee.  Such  members  shall serve at the  pleasure  of the Board.  Any
     member may  resign by  delivering  his  written  resignation  to the Board.
     Vacancies in the Committee shall be filled by the Board.

11.2 Named  Fiduciary and Plan  Administrator.  The Committee shall be the named
     fiduciary  and plan  administrator  as these  terms are used in ERISA.  The
     Committee  shall  appoint a  Secretary  who shall also be the agent for the
     service of legal process.

11.3 Powers and Duties of Committee.  The Committee shall administer the Plan in
     accordance with its terms and shall have all powers  necessary to carry out
     the provisions of the Plan, except such powers as are specifically reserved
     to the Board or some other person. The Committee's powers include the power
     to make and publish such rules and  regulations as it may deem necessary to
     carry out the  provisions of the Plan.  The Committee  shall  interpret the
     Plan and shall  determine  all  questions  arising  in the  administration,
     interpretation, and application of the Plan.

     The  Committee  shall  notify  the  Trustee  of  the  liquidity  and  other
     requirements of the Plan from time to time.

11.4 Operation  of  Committee.  The  Committee  shall act by a  majority  of its
     members at the time in  office,  and such  action may be taken  either by a
     vote at a meeting or without a meeting.  Any action taken without a meeting
     shall be  reflected  in a written  instrument  signed by a majority  of the
     members  of the  Committee.  A  member  of  the  Committee  who  is  also a
     Participant  shall  not  vote  on any  question  relating  specifically  to
     himself.  Any  such  question  shall  be  decided  by the  majority  of the
     remaining members of the Committee.  The Committee may authorize any one or
     more of its members to execute any document on behalf of the Committee,  in
     which  event the  Committee  shall  notify  the  Trustee in writing of such
     action and the name or names of its member or  members so  designated.  The
     Trustee thereafter shall accept and rely upon any document executed by such
     member  or  members  as  representing  action  by the  Committee  until the
     Committee  shall  file  with  the  Trustee  a  written  revocation  of such
     designation.  The  Committee  may adopt such by-laws or  regulations  as it
     deems desirable for the conduct of its affairs.

     The Committee shall keep a record of all its proceedings and acts and shall
     keep all such books of account, records, and other data as may be necessary
     for the proper administration of the Plan.

                                      -33-
<PAGE>

11.5 Power to Appoint  Advisers.  The  Committee  may  appoint  such  actuaries,
     accountants,  attorneys,  consultants,  other  specialists  and such  other
     persons  as  it  deems  necessary  or  desirable  in  connection  with  the
     administration  of the Plan.  Such persons may, but need not, be performing
     services for a Participating  Employer.  The Committee shall be entitled to
     rely upon any  opinions or reports  which shall be  furnished  to it by any
     such actuary, accountant, attorney, consultant or other specialist.

11.6 Expenses of Plan  Administration.  The members of the Committee shall serve
     without  compensation  for their  services  as such,  but their  reasonable
     expenses  shall be paid by the  Company.  To the  extent not paid from Fund
     assets, as determined from time to time by any  Board-appointed  committee,
     all  reasonable  expenses  of  administering  the Plan shall be paid by the
     Company,  including, but not limited to, fees of the Trustee,  accountants,
     attorneys, consultants, and other specialists.

11.7 Duties of Fiduciaries.  All fiduciaries  under the Plan and Trust shall act
     solely in the interests of the Participants and their  Beneficiaries and in
     accordance  with the terms and  provisions of the Plan and Trust  Agreement
     insofar as such  documents are  consistent  with ERISA,  and with the care,
     skill, prudence, and diligence under the circumstances then prevailing that
     a prudent  person  acting in a like capacity and familiar with such matters
     would use in the conduct of an enterprise  of like  character and with like
     aims. Any person may serve in more than one fiduciary capacity with respect
     to the Plan and Trust.

11.8 Liability of Members.  No member of the Committee shall incur any liability
     for any action or  failure to act,  excepting  only  liability  for his own
     breach of  fiduciary  duty.  To the extent not  covered by  insurance,  the
     Company   shall   indemnify   each   member  of  the   Committee   and  any
     Board-appointed  committee and any Employee  acting on their behalf against
     any and all claims,  loss, damages,  expense and liability arising from any
     action or failure to act.

11.9 Allocation of Responsibility.  The Board,  Trustee,  Investment Manager and
     the committees established to administer the Plan possess certain specified
     powers, duties,  responsibilities and obligations under the Plan and Trust.
     It is  intended  under the Plan that  each be  solely  responsible  for the
     proper exercise of its own functions and that each shall not be responsible
     for any act or failure to act of another, unless otherwise responsible as a
     breach of its own fiduciary duty.

     (a)  Generally,  the Board shall be responsible  for appointing the members
          of the committees it may establish to administer the Plan. If the Plan
          shall at any time  permit  Employees  to invest  any  portion  of Plan
          assets in Company  securities,  the Board shall have sole authority to
          terminate the Plan and to make any discretionary amendments, while any
          Board-appointed  committee  given such authority  shall have authority
          for making  non-discretionary  amendments and for  recommending to the
          Board any other Plan amendments it deems appropriate.

                                      -34-
<PAGE>

     (b)  The   Board-appointed   committees  so   authorized   shall  have  the
          responsibilities  of making Plan amendments not specifically  reserved
          to the Board in the preceding Subsection, including sole discretion to
          amend the Plan if Employees  are not  authorized to invest Plan assets
          in Company securities,  to select Investment  Managers,  to direct the
          Trustee  and the  Investment  Managers  with  respect  to all  matters
          relating to the investment of Plan assets, to review and report to the
          Board on the  investment  policy and  performance  of Plan  assets and
          generally to administer the Plan according to its terms.

     (c)  The  Trustee  or the  Investment  Manager,  as the  case  may  be,  is
          responsible  for the  management  and control of the Plan's  assets as
          specifically  provided in the Trust  Agreement or  investment  manager
          agreement.

     (d)  The Board may dissolve any  committee it appoints or reserve to itself
          any of its powers previously delegated to a Board-appointed committee.
          In addition,  the Board may  reorganize  the committees it establishes
          from time to time and reallocate their  responsibilities among them or
          assign them to other persons or committees provided that the Committee
          shall at all times continue as plan  administrator and named fiduciary
          as these terms are defined in ERISA unless the Board  formally  amends
          the Plan to  reallocate  these  responsibilities.  The  Board  and the
          various committees may designate persons, including committees,  other
          than named fiduciaries to carry out their responsibilities (other than
          trustee responsibilities) under the Plan.

11.10Claims Review  Procedure.  The Committee  shall maintain a procedure  under
     which any  Participant or Beneficiary may assert a claim for benefits under
     the Plan.  Any such claim shall be  submitted  in writing to the  Committee
     within such  reasonable  period as the rules of the  Committee may provide.
     The Committee  shall take action on the claim within 60 days  following its
     receipt and if it is denied  shall at such time give the  claimant  written
     notice which  clearly  sets forth the  specific  reason or reasons for such
     denial,  the specific  Plan  provision or provisions on which the denial is
     based, any additional information necessary for the claimant to perfect the
     claim, if possible,  an explanation of why such  additional  information is
     needed,  and an  explanation  of the Plan's  claims review  procedure.  The
     review  procedure  shall allow a claimant at least 60 days after receipt of
     the written notice of denial to request a review of such denied claim,  and
     the Committee  shall make its decision  based on such review within 60 days
     (120 days if special circumstances require more time) of its receipt of the
     request for review.  The  decision on review  shall be in writing and shall
     clearly describe the reasons for the Committee's decision.

                                      -35-

<PAGE>

                                  Article XII
                            Amendment and Termination
                            -------------------------

12.1 Right to Amend or  Terminate.  Any  amendment may be made to the Plan which
     does not cause any part of the Plan's  assets to be used for,  or  diverted
     to, any purpose other than the exclusive  benefit of  Participants,  former
     Participants, or Beneficiaries, provided however, that any amendment may be
     made, with or without retroactive effect, if such amendment is necessary or
     desirable  to comply with  applicable  law and  provided  further  that any
     amendment shall be consistent with the terms and conditions of any relevant
     collective  bargaining  agreement  whose  terms and  conditions  are not in
     conflict  with  applicable  law.  Except in the case where  approved by the
     Secretary of Labor because of substantial business hardship, as provided in
     Section 412(c)(8) of the Code, no amendment shall be made to the Plan if it
     would decrease the accrued benefit of any Participant,  eliminate or reduce
     an early retirement benefit or eliminate an optional form of benefit as may
     be provided in regulations under Code Section 411(d)(6).  If any provisions
     of the Plan relating to the percentage of a  Participant's  accrued benefit
     that is vested are changed,  any  Participant  with at least three years of
     service may elect, by filing a written request with the Committee within 60
     days after the later of (1) the date the  amendment  was  adopted,  (2) the
     date the amendment was effective,  or (3) the date the Participant received
     written  notice of such  amendment,  to have his vested  interest  computed
     under the  provisions  of the Plan as in effect  immediately  prior to such
     amendment.

12.2 Full Vesting Upon Termination of Plan. Upon full or partial  termination of
     the  Plan  or  upon  complete   discontinuance  of  Participating  Employer
     contributions,  each  affected  Participant  will become 100% vested in the
     value of his  Participant  Account as of the Valuation  Date next following
     such termination or discontinuance.

                                      -36-

<PAGE>

                                  Article XIII
                              Top-Heavy Provisions
                              --------------------

13.1 Rules to Apply if Plan is  Top-Heavy.  Notwithstanding  any other  relevant
     provision of the Plan to the contrary,  the following  rules will apply for
     any Plan Year that the Plan becomes "top-heavy" (as defined in Section 13.2
     of the Plan):

     (a)  Vesting. Vesting will remain 100% at all times after completion of six
          months' service.

     (b)  Minimum  Contributions.  For each  top-heavy  Plan  Year  the  minimum
          contribution  allocated  to the  Participant  Account of each  non-key
          Employee shall be equal to or greater than the lesser of the following
          amounts:

          (i)  3% of such non-key Employee's compensation; or

          (ii) the  highest  percentage-of-compensation  allocation  made to the
               Participant Account of any key Employee.

          If the highest  rate  allocated  to a key  Employee is less than 3% of
          compensation,  amounts  contributed as a result of a salary  reduction
          agreement shall be included in determining the rate of contribution on
          behalf  of  key   Employees.   For   purposes   of  this   Subsection,
          "compensation"  shall have the same  meaning as in Section  4.4 of the
          Plan.  Minimum  contributions  will be made to  Participant's  Account
          without  regard to his level of  compensation  or his hours of service
          during a Plan Year.

     (c)  Limitation  on  Benefits.  In applying  the dollar  limitations  under
          Section 415(e) of the Code, the 1.25 limitation shall be supplanted by
          a 1.0 limitation for each year during which the Plan is top-heavy.

     (d)  Maximum Compensation. The maximum annual compensation of each Employee
          that  may be taken  into  account  under  the Plan  shall  not  exceed
          $170,000 (or such larger amount based on cost of living adjustments as
          may be permitted under the Code).

13.2 Top-Heavy  Definition.  For  purposes  of this  Section,  the Plan  will be
     considered  "top-heavy" if on any given determination date (the last day of
     the preceding  Plan Year or, in the case of the Plan's first year, the last
     day of such Year) the sum of the account balances for key Employees is more
     than 60% of the sum of the  account  balances of all  Employees,  excluding
     former key Employees. The account balances shall include distributions made
     during  any  given  Plan Year  containing  the  determination  date and the
     preceding  four Plan Years but shall not include the account  balances  for
     any person who has not received  any  compensation  from any  Participating
     Employer  at  any  time  during  the   five-year   period   ending  on  the
     determination  date. The method of determining the top-heavy ratio shall be
     made in accordance with Code Section 416.

                                      -37-
<PAGE>

     In making the top-heavy calculation,  (a) all the Participating  Employer's
     plans in which a key Employee  participates  shall be  aggregated  with all
     other  Participating  Employer  plans  which  enable  a plan in which a key
     Employee   participates   to   satisfy   the   Code's    non-discrimination
     requirements;  and (b) all  Participating  Employer  plans not  included in
     subparagraph   (a),  above,  may  be  aggregated  with  the   Participating
     Employer's  plans  included  in  subparagraph  (a),  above,  if  all of the
     aggregated   plans   would   be   comparable   and   satisfy   the   Code's
     non-discrimination requirements.

13.3 Key Employee  Definition.  A key Employee  will be, for the purpose of this
     Article,  any  Employee or former  Employee who at any time during the Plan
     Year containing the determination  date or the four preceding Plan Years is
     such within the meaning of Code Section 416. As of the effective  date, the
     term key Employee includes the following individuals:

     (a)  an officer (but not more than 50 persons or, if lesser, the greater of
          3% or 10% of Employees) having an annual compensation greater than 50%
          of the dollar limit for benefits  payable from a defined  benefit plan
          under Code Section 415(b)(1)(A);

     (b)  one  of  ten   Employees   who  has  annual   compensation   from  the
          Participating  Employer  of more than the amount in effect  under Code
          Section 415(c)(l)(A) owning the largest interests of the Participating
          Employer. The Employee having the greater annual compensation from the
          Participating  Employer shall be considered to own the larger interest
          in the  Participating  Employer if two or more  Employees had the same
          ownership interest in the Participating Employer;

     (c)  a 5% owner of the Participating Employer; and

     (d)  a 1% owner of the  Participating  Employer  whose annual  compensation
          from the Participating Employer exceeds $170,000.

13.4 Relationship  of the Normal and the  Top-Heavy  Vesting  Schedules.  If the
     Plan's  top-heavy  status  changes and this change alters the Plan's normal
     vesting schedule, no Participant's vested accrued benefit immediately prior
     to such change in status  shall be  diminished  on account of the change in
     the vesting schedule. In addition,  the vesting for each Participant in the
     Plan at the  time  of the  change  in  status  shall  be  determined  under
     whichever  schedule  provides the greatest vested benefit at any particular
     point in time.

13.5 Participation in Other Plans. A non-key Employee who participates in both a
     defined  contribution  plan and a defined benefit plan of the Participating
     Employer shall not be entitled to receive  minimum  benefits and/or minimum
     contributions under all such plans.  Instead,  the Employee shall receive a
     minimum  benefit  equal to the  lesser  of 20% of such  non-key  Employee's
     average  compensation or 2% of his average  compensation  multiplied by his
     number of Years of Service, as set forth in such defined benefit plan.


                                      -38-
<PAGE>

                                  Article XIV
                               General Provisions
                               ------------------

14.1 Employment  Relationship.  Nothing  contained herein will be deemed to give
     any  Employee  the right to be retained  in the service of a  Participating
     Employer or to  interfere  with the rights of a  Participating  Employer to
     discharge any Employee at any time.

14.2 Non-Alienation of Benefits.  Except as provided in Section 9.6 of the Plan,
     benefits  payable  under the Plan  shall not be  subject  in any  manner to
     anticipation,  alienation, sale, transfer, assignment, pledge, encumbrance,
     charge,  garnishment,  execution,  or levy of any kind, either voluntary or
     involuntary,   including   any  such   liability   which  arises  from  the
     Participant's  bankruptcy,  prior to actually  being received by the person
     entitled  to the  benefit  under the terms of the Plan;  and any attempt to
     anticipate,  alienate, sell, transfer,  assign, pledge, encumber, charge or
     otherwise  dispose of any right to  benefits  payable  hereunder,  shall be
     void.  The Trust  shall not in any manner be liable  for, or subject to the
     debts, contracts, liabilities,  engagements or torts of any person entitled
     to benefits  hereunder.  Nothing in this Section shall preclude  payment of
     Plan benefits pursuant to a qualified  domestic relations order pursuant to
     Section 9.6 of the Plan.

14.3 Use of Masculine  and Feminine;  Singular and Plural.  Wherever used in the
     Plan,  the  masculine  gender  will  include  the  feminine  gender and the
     singular will include the plural, unless the context indicates otherwise.

14.4 Plan for Exclusive Benefit of Employees. No part of the corpus or income of
     the  Trust  will be used for,  or  diverted  to,  purposes  other  than the
     exclusive benefit of Participants and their Beneficiaries.  Anything in the
     foregoing  to  the  contrary  notwithstanding,   the  Plan  and  Trust  are
     established on the express  condition that they will be considered,  by the
     Internal Revenue Service,  as initially  qualifying under the provisions of
     the  Code.  In the  event  that the  Internal  Revenue  Service  issues  an
     unfavorable   determination   with  respect  to  a  timely  request  for  a
     determination  that the amended and restated  Plan and Trust  qualify under
     the  Code,  the Plan and Trust  will be of no  effect  and the value of all
     contributions  made by a Participating  Employer and Participants since the
     amendment and restatement  will be returned to the  Participating  Employer
     and Participants, respectively, within one year from the date of the denial
     of the  determination  request.  Furthermore,  if, or to the extent that, a
     Participating  Employer's tax deduction for contributions  made to the Plan
     is disallowed, the Participating Employer will have the right to obtain the
     return of any such contributions (to the extent disallowed) for a period of
     one  year  from  the  date  of  disallowance.  All  Participating  Employer
     contributions to the Plan are contingent upon their deductibility under the
     Code.  Finally, if a Participating  Employer's  contribution to the Plan is
     made by a mistake in fact, the  Participating  Employer will have the right
     to obtain the return of such contribution for a period of one year from the
     date the contribution was made.

                                      -39-
<PAGE>


14.5 Nonduplication  of  Benefits.  In no event  shall  benefits  under the Plan
     duplicate benefits under the Prior Plan or any other plan.

14.6 Merger or  Consolidation  of Plan. There will be no merger or consolidation
     with, or transfer of any assets or liabilities  to, any other plan,  unless
     each  Participant will be entitled to receive a benefit  immediately  after
     such merger, consolidation, or transfer as if the Plan were then terminated
     which is at least  equal to the  benefit  he would  have been  entitled  to
     receive  immediately before such merger,  consolidation,  or transfer as if
     the Plan had been terminated.

14.7 Payments  to Minors  and  Incompetents.  If a  Participant  or  Beneficiary
     entitled to receive any  benefits  hereunder is a minor or is deemed by the
     Committee,  or is adjudged to be, legally incapable of giving valid receipt
     and discharge for such  benefits,  they will be paid to such persons as the
     Committee might designate or to the duly appointed guardian.

14.8 Governing  Law. To the extent that  Delaware law has not been  preempted by
     ERISA,  the provisions of the Plan will be construed in accordance with the
     laws of the  State of  Delaware  without  regard  to its  conflict  of laws
     provisions.


                                      -40-
<PAGE>

                                   APPENDIX A

                             Participating Employers

                                                              Effective Date of
                         Name of Employer                       Participation
                         ----------------                     -----------------

        Frontier Communications of AuSable Valley, Inc.            6/29/01
        Frontier Communications of Illinois, Inc.                  6/29/01
        Frontier Communications of Iowa, Inc.                      6/29/01
        Frontier Communications of Lakeside, Inc.                  6/29/01
        Frontier Communications of Michigan, Inc.                  6/29/01
        Frontier Communications - Midland, Inc.                    6/29/01
        Frontier Communications of Minnesota, Inc.                 6/29/01
        Frontier Communications of Mt. Pulaski, Inc.               6/29/01
        Frontier Communications of New York, Inc.                  6/29/01
        Frontier Communications - Prairie, Inc.                    6/29/01
        Frontier Communications of Sylvan Lake, Inc.               6/29/01
        Frontier Telephone of Rochester, Inc.                      6/29/01


                                      A-I
<PAGE>


                                   APPENDIX B

                                 SCHEDULE B (1)

                 FRONTIER COMMUNICATIONS OF AUSABLE VALLEY, INC.

Class of  Eligible  Employees:  Employees  must be  within a unit  covered  by a
collective  bargaining agreement that provides for coverage of such Employees by
the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions (Employer):


                            2000:  3% of Compensation
                            2001:  3% of Compensation

Matching  Contributions:  The matching contribution will be equal to 100% of the
first 3% of a  Participant's  Compensation  that he elects to  contribute to the
Plan.

Discretionary Contributions:  None.

Form of  Employer  Contributions:  All  Employer  contributions  will be made in
Restricted Stock.

Vesting Schedule:  100% immediately.

Payment Option C: A straight life annuity on the life of the  Participant is the
only Option C benefit available.


                                       1
<PAGE>

                                  SCHEDULE B(2)

                    FRONTIER COMMUNICATIONS OF ILLINOIS, INC.


Class of Eligible Employees: Those Employees who are represented by the Local 51
of the  International  Brotherhood  of Electrical  Workers  bargaining  unit are
eligible to participate in the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions (Employer):

                  1997:           $3,000
                  1998:           3% of Compensation
                  1999:           3% of Compensation
                  2000:           3% of Compensation

Matching  Contributions:  The matching contribution will be equal to 100% of the
first 3% of a  Participant's  Compensation  that he elects to  contribute to the
Plan.

Profit Sharing  Contributions:  The Employer shall contribute such contributions
depending on the attainment of financial objectives in accordance with the terms
of the relevant collective bargaining agreement.

Vesting Schedule:  100% immediately.

Payment  Option C: The following  additional  options apply to account  balances
under the Prior Plan as of December 31, 1994:

     o    Installments  over any period up to the joint life expectancies of the
          Participant and any designated beneficiary.

     o    A straight life annuity for unmarried Participants.

     o    A Qualified  Joint and 50% Survivor  Annuity for married  Participants
          with the Participant's spouse as the contingent annuitant.


                                      B-2
<PAGE>

                                 SCHEDULE B (3)

                      FRONTIER COMMUNICATIONS OF IOWA, INC.


Class of Eligible  Employees:  Those  Employees who are  represented  by the CWA
Local 7171 bargaining unit are eligible to participate in the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions:  Each payroll period the Employer shall contribute one-half
of 1% of the payroll period  Compensation  of each of its Employees in the class
of eligible Employees.

Matching  Contributions:  The matching contribution will be equal to 100% of the
first 3% of a  Participant's  Compensation  that he elects to  contribute to the
Plan.

Profit Sharing Contributions:  To the extent required or permitted in a relevant
collective  bargaining  agreement,  Frontier  Communications  of Iowa,  Inc. may
contribute each year in its discretion the same flat dollar amount or percentage
of Compensation for each of its eligible Employees.

Retention  Incentive  Contributions:  To  the  extent  required  in  a  relevant
collective  bargaining  agreement,  Frontier  Communications of Iowa, Inc. shall
contribute each year as a Retention Incentive  Contribution the same flat dollar
amount  to  the  account  of  each  Employee  who   satisfies  the   eligibility
requirements for such Retention  Incentive  Contribution under the terms of such
collective bargaining agreement.  Such Retention Incentive Contribution shall be
treated as a Profit Sharing Contributions for all other purposes of the Plan.

Vesting Schedule:  100% immediately.

Payment Option C:  None.

                                      B-3

<PAGE>

                                 SCHEDULE B (4)

                    FRONTIER COMMUNICATIONS OF LAKESIDE, INC.


Class of Eligible Employees: Those Employees who are represented by the Local 51
of the  International  Brotherhood  of Electrical  Workers  bargaining  unit are
eligible to participate in the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions (Employer):

                  1997:              $3,000
                  1998:              3% of Compensation
                  1999:              3% of Compensation
                  2000:              3% of Compensation

Matching  Contributions:  The matching contribution will be equal to 100% of the
first 3% of a  Participant's  Compensation  that he elects to  contribute to the
Plan.

Profit Sharing  Contributions:  The Employer stall contribute such contributions
depending on the attainment of financial objectives in accordance with the terms
of the relevant collective bargaining agreement.

Vesting Schedule:  100% immediately.

Payment  Option C: The following  additional  options apply to account  balances
under the Prior Plan as of December 31, 1994:

     o    Installments  over any period up to the joint life expectancies of the
          Participant and any designated beneficiary.

     o    A straight life annuity for unmarried Participants.

     o    A Qualified  Joint and 50% Survivor  Annuity for married  Participants
          with the Participant's spouse as the contingent annuitant.

                                      B-4

<PAGE>

                                 SCHEDULE B (5)

                    FRONTIER COMMUNICATIONS OF MICHIGAN, INC.


Class of Eligible  Employees:  Those Employees who are represented by Local 1106
of the  International  Brotherhood  of Electrical  Workers  bargaining  unit are
eligible to participate in the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions (Employer):

                  1997:               $750
                  1998:               3% of Compensation
                  1999:               3% of Compensation
                  2000:               3% of Compensation

Matching  Contributions:  The matching contribution will be equal to 100% of the
first 3% of a  Participant's  Compensation  that he elects to  contribute to the
Plan.

Profit Sharing  Contributions:  The Employer shall contribute such contributions
depending on the attainment of financial objectives in accordance with the terms
of the relevant collective bargaining agreement.

Vesting Schedule:  100% immediately.

Payment Option C:  None.


                                      B-5
<PAGE>


                                 SCHEDULE B (6)

                     FRONTIER COMMUNICATIONS - MIDLAND, INC.


Class of Eligible Employees: Those Employees who are represented by the Local 51
of the  International  Brotherhood  of Electrical  Workers  bargaining  unit are
eligible to participate in the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions (Employer):

                  1997:            $3,000
                  1998:            3% of Compensation
                  1999:            3% of Compensation
                  2000:            3% of Compensation

Matching  Contributions:  The matching contribution will be equal to 100% of the
first 3% of a  Participant's  Compensation  that he elects to  contribute to the
Plan.

Profit Sharing  Contributions:  The Employer shall contribute such contributions
depending on the attainment of financial objectives in accordance with the terms
of the relevant collective bargaining agreement.

Vesting Schedule:  100% immediately.

Payment  Option C: The following  additional  options apply to account  balances
under the Prior Plan as of December 31, 1994:

     o    Installments  over any period up to the joint life expectancies of the
          Participant and any designated beneficiary.

     o    A straight life annuity for unmarried Participants.

     o    A Qualified  Joint and 50% Survivor  Annuity for married  Participants
          with the Participant's spouse as the contingent annuitant.


                                      B-6
<PAGE>


                                  SCHEDULE B(7)

                   FRONTIER COMMUNICATIONS OF MINNESOTA, INC.


Class of Eligible  Employees:  Those  Employees who are  represented  by the CWA
Local 7270 bargaining unit are eligible to participate in the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions:  Each payroll period the Employer shall contribute one-half
of 1% of the payroll period  Compensation  of each of its Employees in the class
of eligible Employees.

Matching  Contributions:  The matching contribution will be equal to 100% of the
first 3% of a  Participant's  Compensation  that he elects to  contribute to the
Plan.

Profit Sharing Contributions:  To the extent required or permitted in a relevant
collective bargaining agreement,  Frontier Communications of Minnesota, Inc. may
contribute each year in its discretion the same flat dollar amount or percentage
of Compensation for each of its eligible Employees.

Retention  Incentive  Contributions:  To  the  extent  required  in  a  relevant
collective  bargaining  agreement,  Frontier  Communications of Minnesota,  Inc.
shall contribute each year as a Retention  Incentive  Contribution the same flat
dollar  amount to the account of each  Employee who  satisfies  the  eligibility
requirements for such Retention  Incentive  Contribution under the terms of such
collective bargaining agreement.  Such Retention Incentive Contribution shall be
treated as a Profit Sharing Contributions for all other purposes of the Plan.

Vesting Schedule:  100% immediately.

Payment Option C:  None.


                                      B-7
<PAGE>


                                 SCHEDULE B (8)

                  FRONTIER COMMUNICATIONS OF MT. PULASKI, INC.


Class of  Eligible  Employees:  Employees  must be  within a unit  covered  by a
collective  bargaining agreement that provides for coverage of such Employees by
the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions (Employer):

                  1997:           $3,000
                  1998:           3% of Compensation
                  1999:           3% of Compensation
                  2000:           3% of Compensation

Matching  Contributions:  The matching contribution will be equal to 100% of the
first 3% of a  Participant's  Compensation  that he elects to  contribute to the
Plan.

Profit Sharing  Contributions:  The Employer shall contribute such contributions
depending on the attainment of financial objectives in accordance with the terms
of the relevant collective bargaining agreement.

Vesting Schedule:  100% immediately.

Payment  Option C: The following  additional  options apply to account  balances
under the Prior Plan as of December 31, 1994:

     o    Installments  over any period up to the joint life expectancies of the
          Participant and any designated beneficiary.

     o    A straight life annuity for unmarried Participants.

     o    A Qualified  Joint and 50% Survivor  Annuity for married  Participants
          with the Participant's spouse as the contingent annuitant.


                                      B-8
<PAGE>


                                 SCHEDULE B (9)

                    FRONTIER COMMUNICATIONS OF NEW YORK, INC.


Class of Eligible  Employees:  Those  Employees who are represented by the Local
503 International Brotherhood of Electrical Workers bargaining unit are eligible
to participate in the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions (Employer):

                  1998:           None
                  1999:           3% of Compensation
                  2000:           3% of Compensation

Matching  Contributions  (Employer):  The matching contribution will be equal to
100%  of  the  first  3% of a  Participant's  Compensation  that  he  elects  to
contribute to the Plan.

Profit Sharing Contributions (Employer):  None

Vesting Schedule:  100% immediately.

Payment Option C: With respect to the portion of a Participant's Account balance
transferred  to the Plan from the Prior Plan  attributable  to amounts that were
originally transferred to the Prior Plan from the Frontier Communications of New
York, Inc. Employee Savings and 401(k) Plan, periodic partial  distributions are
available prior to termination of employment as follows:

          c. Periodic Partial Distributions. If an Employee so elects during the
     month  of  November  of the  fourth  Plan  Year  in  which  he  has  been a
     Participant,  or during the month of November of any Plan Year  thereafter,
     there  shall be  distributed  to him all the fully  vested  amounts  in all
     accounts as of December  31, 1997 other than,  if he has not reached age 59
     1/2, his Tax-Deferred  Contribution  Account  attributable to the Plan Year
     ending three years prior to the end of the Plan Year in which such election
     is made. Such an election shall be made on a form provided for this purpose
     and shall be signed by the Employee and  delivered  to the  Committee.  For
     purposes of  determining  the amount of the  distribution,  all  valuations
     shall be made as of the last  Valuation  Date in the Plan Year in which the
     election is made.  Such  distribution  will  involve no  forfeiture  by the
     Employee and will not affect his withdrawal  rights under other  provisions
     of the Plan.

                                      B-9
<PAGE>


                                 SCHEDULE B(10)

                     FRONTIER COMMUNICATIONS - PRAIRIE, INC.


Class of Eligible Employees: Those Employees who are represented by the Local 51
of the  International  Brotherhood  of Electrical  Workers  bargaining  unit are
eligible to participate in the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions (Employer):

                  1997:       $3,000
                  1998:       3% of Compensation
                  1999:       3% of Compensation
                  2000:       3% of Compensation

Matching  Contributions:  The matching contribution will be equal to 100% of the
first 3% of a  Participant's  Compensation  that he elects to  contribute to the
Plan.

Profit Sharing  Contributions:  The Employer shall contribute such contributions
depending on the attainment of financial objectives in accordance with the terms
of the relevant collective bargaining agreement.

Vesting Schedule:  100% immediately.

Payment  Option C: The following  additional  options apply to account  balances
under the Prior Plan as of December 31, 1994:

     o    Installments  over any period up to the joint life expectancies of the
          Participant and any designated beneficiary.

     o    A straight life annuity for unmarried Participants.

     o    A Qualified  Joint and 50% Survivor  Annuity for married  Participants
          with the Participant's spouse as the contingent annuitant.


                                      B-10
<PAGE>


                                 SCHEDULE B(11)

                  FRONTIER COMMUNICATIONS OF SYLVAN LAKE, INC.


Class of Eligible  Employees:  Those  Employees who are represented by the Local
320 International Brotherhood of Electrical Workers bargaining unit are eligible
to participate in the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions (Employer):

                  1998:          None
                  1999:          3% of Compensation
                  2000:          3% of Compensation

Matching  Contributions  (Employer):  The matching contribution will be equal to
100%  of  the  first  3% of a  Participant's  Compensation  that  he  elects  to
contribute to the Plan.

Profit Sharing Contributions (Employer):  None

Vesting Schedule:  100% immediately.

Payment Option C: A straight life annuity on the life of the  Participant is the
only Option C benefit available.


                                      B-11
<PAGE>


                                 SCHEDULE B(12)

                    FRONTIER TELEPHONE OF ROCHESTER, INC./CWA


Class of Eligible  Employees:  Those  Employees who are  represented  by the CWA
Local 1170 bargaining unit are eligible to participate in the Plan.

Eligibility:  An eligible  Employee will begin  participation in the Plan on the
first day of the month  coincident  with or next  following his completion of 30
days of employment.

Fixed Contributions:  Each payroll period the Employer shall contribute one-half
of 1% of the payroll period  Compensation  of each of its Employees in the class
of eligible Employees.

Matching  Contributions:  Each payroll period the Employer shall  contribute for
each of its Employees in the class of eligible Employees 100% of such Employee's
contribution up to the first 3% of Compensation.

Profit Sharing  Contributions:  The Employer shall contribute such contributions
depending on the attainment of financial objectives in accordance with the terms
of the relevant collective bargaining agreement.

Vesting Schedule:  100% immediately.

Payment Option C: The following  additional  payment  options are available to a
Participant under Option C:

     o    A straight life annuity.

     o    A reduced  retirement  income payable monthly during his life with the
          provision  that in the  event  of his  death  prior to  receiving  120
          monthly  installments,  the  remainder  thereof  shall  be paid to his
          beneficiary.

     o    For married Participants,  a reduced retirement income, payable during
          his life,  with the provision that after his death such reduced income
          shall be  continued  during  the life of,  and  shall be paid to,  the
          Participant's spouse.


                                      B-12

<PAGE>


                                 SCHEDULE B(13)

                   FRONTIER TELEPHONE OF ROCHESTER, INC./RTWA


Class of Eligible  Employees:  Those  Employees who are  represented by the RTWA
bargaining unit are eligible to participate in the Plan.

Eligibility:  Eligible  Employees will begin  participation in the Plan on their
employment date.

Fixed Contributions:  Each payroll period the Employer shall contribute one-half
of 1% of the payroll period  Compensation  of each of its Employees in the class
of eligible Employees.

Matching  Contributions:  Each payroll period the Employer shall  contribute for
each of its Employees in the class of eligible Employees 100% of such Employee's
contribution  up to the  first 3% of  Compensation,  and 50% of such  Employee's
contributions up to the next 2% of Compensation.

Profit Sharing  Contributions:  The Employer shall contribute such contributions
depending on the attainment of financial objectives in accordance with the terms
of the relevant collective bargaining agreement.

Vesting Schedule:  100% immediately.

Payment Option C: The following  additional  payment  options are available to a
Participant under Option C:

     o    A straight life annuity.

     o    A reduced  retirement  income payable monthly during his life with the
          provision  that in the  event  of his  death  prior to  receiving  120
          monthly  installments,  the  remainder  thereof  shall  be paid to his
          beneficiary.

     o    For married Participants,  a reduced retirement income, payable during
          his life,  with the provision that after his death such reduced income
          shall be  continued  during  the life of,  and  shall be paid to,  the
          Participant's spouse.

                                      B-13


<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                   Page
                                                                                                   ----

<S>                                                                                                 <C>
INTRODUCTION          ...............................................................................1

Article I             Definitions....................................................................2

Article II            Eligibility....................................................................8

Article III           Participation and Participant Contributions....................................9

Article IV            Participating Employer Contributions..........................................12

Article V             Investment of Contributions...................................................20

Article VI            Participant Accounts..........................................................22

Article VII           Retirement or Other Termination of Employment.................................25

Article VIII          Death.........................................................................26

Article IX            Payment of Benefits...........................................................27

Article X             Withdrawals and Loans During Employment.......................................31

Article XI            Plan Administration...........................................................35

Article XII           Amendment and Termination.....................................................38

Article XIII          Top-Heavy Provisions..........................................................39

Article XIV           General Provisions............................................................42

Appendix A  Participating Employers................................................................A-1

Appendix B  Plan Features Unique to Participating Employers........................................B-1

</TABLE>

                                       i